EXHIBIT 10.2

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                Right to Purchase 625,000 shares of Common Stock
                        of VoIP, Inc. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

                                                      Issue Date: August 3, 2005

      VOIP, INC., a corporation organized under the laws of the State of Texas
(the "Company"), hereby certifies that, for value received, WQN, Inc., 14911
Quorum Drive, Suite 140, Dallas, Texas 75201, or its assigns (the "Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company at
any time after the Issue Date until July 27, 2006 (the "Expiration Date"), up to
625,000 fully paid and nonassessable shares of Common Stock at a per share
purchase price of $1.37; provided, however, this Warrant shall automatically
terminate and be of no further force and effect in the event the transactions
(the "Transactions") contemplated by the Asset Purchase Agreement (as defined
below) are terminated pursuant to Section 2.5 of that certain asset purchase
agreement (the "Asset Purchase Agreement"), of even date herewith, entered into
by the Company and Holder. The aforedescribed purchase price per share, as
adjusted from time to time as herein provided, is referred to herein as the
"Purchase Price." The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein. The Company may
reduce the Purchase Price without the consent of the Holder. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in the
Asset Purchase Agreement.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The term "Company" shall include VoIP, Inc. and any corporation which
shall succeed or assume the obligations of VoIP, Inc. hereunder.

      (b) The term "Common Stock" includes (a) the Company's common stock, $.001
par value per share (the "Common Stock"), as authorized on the date hereof, and
(b) any other securities into which or for which the Common Stock may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.

      (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.


<PAGE>

      (d) The term "Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.

      1. Exercise of Warrant.

      1.1. Number of Shares Issuable upon Exercise. From and after the date
hereof, through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of Subsection 1.2 or upon exercise of this Warrant in part in
accordance with Subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

      1.2. Full Exercise. This Warrant may be exercised in full by the Holder
hereof by delivery of an original or facsimile copy of the form of subscription
attached as Exhibit A hereto (the "Subscription Form") duly executed by such
Holder and surrender of the original Warrant within four (4) days of exercise,
to the Company at its principal office or at the office of its Warrant Agent (as
hereinafter defined), accompanied by payment, in cash, wire transfer or by
certified or official bank check payable to the order of the Company, in the
amount obtained by multiplying the number of shares of Common Stock for which
this Warrant is then exercisable by the Purchase Price then in effect.

      1.3. Partial Exercise. This Warrant may be exercised in part (but not for
a fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.

      1.4. Company Acknowledgment. The Company will, at the time of the exercise
of the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

      1.5. Delivery of Stock Certificates, etc. on Exercise. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within four (4) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.


                                       2
<PAGE>

      1.6. Cashless Exercise.

            (a) At the option of the Holder, exercise of this Warrant may be
      made in whole or part by delivery of Common Stock issuable upon exercise
      of the Warrants in accordance with Section (b) below for the number of
      Common Stock specified in such form (as such exercise number shall be
      adjusted to reflect any adjustment in the total number of shares of Common
      Stock issuable to the holder per the terms of this Warrant) and the holder
      shall thereupon be entitled to receive the number of duly authorized,
      validly issued, fully-paid and non-assessable shares of Common Stock
      determined as provided herein.

            (b) If the Fair Market Value of one share of Common Stock is greater
      than the Purchase Price (at the date of calculation as set forth below),
      in lieu of exercising this Warrant for cash, the holder may elect to
      receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being cancelled) by surrender of this Warrant at
      the principal office of the Company together with the properly endorsed
      Subscription Form in which event the Company shall issue to the holder a
      number of shares of Common Stock computed using the following formula:

                 X=Y (A-B)
                   -------
                      A

                 Where  X=   the number of shares of Common Stock to be issued
                             to the holder

                 Y=       the number of shares of Common Stock
                          purchasable under the Warrant or, if only a
                          portion of the Warrant is being exercised,
                          the portion of the Warrant being exercised
                          (at the date of such calculation)

                 A=       the Fair Market Value of one share of the
                          Company's Common Stock (at the date of such
                          calculation)

                 B=       Purchase Price (as adjusted to the date of such
                          calculation)


                                       3
<PAGE>

            (c) "Fair Market Value" shall mean the closing or last sale price,
      respectively, reported for the last business day immediately preceding the
      date of exercise on the Company's principal trading market.

      2. Adjustment for Certain Corporate Events.

      2.1. Reorganization, Consolidation, Merger, etc. In case at any time or
from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 2.3 and Section 3.

      2.2. Dissolution. In the event of any dissolution of the Company following
the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 2 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.

      2.3. Adjustments to Purchase Price for Diluting Issues.

            (a) Special Definitions. For purposes of this Section 2.3, the
      following definitions shall apply:

                  (i) "Option" shall mean rights, options or warrants to
            subscribe for, purchase or otherwise acquire Common Stock or
            Convertible Securities (as defined below), excluding rights or
            options granted to employees, directors or consultants of the
            Company pursuant to an option plan adopted by the Board of Directors
            of the Company to acquire up to that number of shares of Common
            Stock as is equal to fifteen (15%) percent of the Common Stock
            outstanding (provided that, for purposes of this Subsection
            2.3(a)(i), all shares of Common Stock issuable upon (A) exercise of
            options granted or available for grant under plans approved by the
            Board of Directors, (B) conversion of shares of Preferred Stock, or
            (C) conversion of Preferred Stock issuable upon conversion or
            exchange of any Convertible Security, shall be deemed to be
            outstanding).


                                       4
<PAGE>

                  (ii) "Original Issue Date" shall mean the date of this
            Warrant.

                  (iii) "Convertible Securities" shall mean any evidences of
            indebtedness, shares or other securities directly or indirectly
            convertible into or exchangeable for Common Stock.

                  (iv) "Additional Shares of Common Stock" shall mean all shares
            of Common Stock issued (or, pursuant to Section 2.3(c) below, deemed
            to be issued) by the Company after the Original Issue Date and other
            than shares of Common Stock issued or issuable:

                  (A)   as a dividend or distribution on the Preferred Stock;

                  (B)   by reason of a dividend, stock split, split-up or other
                        distribution on shares of Common Stock excluded from the
                        definition of Additional Shares of Common Stock by the
                        foregoing clause (A);

                  (C)   upon the exercise of options excluded from the
                        definition of "Option" in Section 2.3(a)(i); or

                  (D)   upon conversion of shares of the Preferred Stock.

                        (v) "Rights to Acquire Common Stock" (or "Rights") shall
                  mean all rights issued by the Company to acquire common stock
                  whatever by exercise of a warrant, option or similar call or
                  conversion of any existing instruments, in either case for
                  consideration fixed, in amount or by formula, as of the date
                  of issuance.

                  (b) No Adjustment of Conversion Rate. No adjustment in the
            number of shares of Common Stock into which this Warrant is
            exercisable shall be made, by adjustment in the Purchase Price
            thereof unless the consideration per share (determined pursuant to
            Section 2.3(e) below for an Additional Share of Common Stock issued
            or deemed to be issued by the Company is less than the applicable
            Purchase Price in effect on the date of, and immediately prior to,
            the issue of such additional shares.

                  (c) Issue of Securities Deemed Issue of Additional Shares of
            Common Stock. If the Company at any time or from time to time after
            the Original Issue Date shall issue any Options or Convertible
            Securities or other Rights to Acquire Common Stock, then the maximum
            number of shares of Common Stock (as set forth in the instrument
            relating thereto without regard to any provision contained therein
            for a subsequent adjustment of such number) issuable upon the
            exercise of such Options, Rights or, in the case of Convertible
            Securities, the conversion or exchange of such Convertible
            Securities, shall be deemed to be Additional Shares of Common Stock
            issued as of the time of such issue, provided that Additional Shares
            of Common Stock shall not be deemed to have been issued unless the
            consideration per share (determined pursuant to Section 2.3(e)
            hereof) of such Additional Shares of Common Stock would be less than
            the applicable Purchase Price in effect on the date of and
            immediately prior to such issue, or such record date, as the case
            may be, and provided further that in any such case in which
            Additional Shares of Common Stock are deemed to be issued:


                                       5
<PAGE>

                  (i) No further adjustment in the Purchase Price shall be made
            upon the subsequent issue of shares of Common Stock upon the
            exercise of such Rights or conversion or exchange of such
            Convertible Securities;

                  (ii) Upon the expiration or termination of any unexercised
            Option or Right, the Purchase Price shall not be readjusted, but the
            Additional Shares of Common Stock deemed issued as the result of the
            original issue of such Option or Right shall not be deemed issued
            for the purposes of any subsequent adjustment of the Purchase Price;
            and

                  (iii) In the event of any change in the number of shares of
            Common Stock issuable upon the exercise, conversion or exchange of
            any Option, Right or Convertible Security, including, but not
            limited to, a change resulting from the anti-dilution provisions
            thereof, the Purchase Price then in effect shall forthwith be
            readjusted to such Purchase Price as would have obtained had the
            adjustment that was made upon the issuance of such Option, Right or
            Convertible Security not exercised or converted prior to such change
            been made upon the basis of such change, but no further adjustment
            shall be made for the actual issuance of Common Stock upon the
            exercise or conversion of any such Option, Right or Convertible
            Security.

            (d) Adjustment of Purchase Price upon Issuance of Additional Shares
      of Common Stock. If the Company shall at any time after the Original Issue
      Date issue Additional Shares of Common Stock (including Additional Shares
      of Common Stock deemed to be issued pursuant to Section 2.3(c), but
      excluding shares issued as a dividend or distribution or upon a stock
      split or combination as provided in Section 3), without consideration or
      for a consideration per share less than the applicable Purchase Price in
      effect on the date of and immediately prior to such issue, then and in
      such event, such Purchase Price shall be reduced, concurrently with such
      issue to a price (calculated to the nearest cent) determined by
      multiplying such Purchase Price by a fraction, (i) the numerator of which
      shall be (A) the number of shares of Common Stock outstanding immediately
      after such issue plus (B) the number of shares of Common Stock which the
      aggregate consideration received by the Company for the total number of
      Additional Shares of Common Stock so issued would purchase at such
      Conversion Rate; and (ii) the denominator of which shall be the number of
      shares of Common Stock outstanding immediately after such issue.

            (e) Determination of Consideration. For purposes of this Section
      2.3(e), the consideration received by the Company for the issue of any
      Additional Shares of Common Stock shall be computed as follows:


                                       6
<PAGE>

                  (i) Cash and Property: Such consideration shall:

                        (A) insofar as it consists of cash, be computed at the
                  aggregate of cash received by the Company, excluding amounts
                  paid or payable for accrued interest or accrued dividends;

                        (B) insofar as it consists of property other than cash,
                  be computed at the fair market value thereof at the time of
                  such issue, as determined in good faith by the Board of
                  Directors; and

                        (C) in the event Additional Shares of Common Stock are
                  issued together with other shares or securities or other
                  assets of the Company for consideration which covers both, be
                  the proportion of such consideration so received, computed as
                  provided in clauses (A) and (B) above, as determined in good
                  faith by the Board of Directors.

                  (ii) Options, Rights and Convertible Securities. The
            consideration per share received by the Company for Additional
            Shares of Common Stock deemed to have been issued pursuant to
            Section 2.3(c), relating to Options, Rights and Convertible
            Securities, shall be determined by dividing,

                        (A) the total amount, if any, received or receivable by
                  the Company as consideration for the issue of such Options,
                  Rights or Convertible Securities, plus the minimum aggregate
                  amount of additional consideration (as set forth in the
                  instruments relating thereto, without regard to any provision
                  contained therein for a subsequent adjustment of such
                  consideration) payable to the Company upon the exercise of
                  such Options, Rights or the conversion or exchange of such
                  Convertible Securities, by

                        (B) the maximum number of shares of Common Stock (as set
                  forth in the instruments relating thereto, without regard to
                  any provision contained therein for a subsequent adjustment of
                  such number) issuable upon the exercise of such Options or the
                  conversion or exchange of such Convertible Securities.

      3. Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 3) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 3) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.


                                       7
<PAGE>

      4. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company, at its expense, will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant.

      5. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

      6. Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered Holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form") and together with
an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the
Company at Transferor's expense but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant so
surrendered by the Transferor. No such transfers shall result in a public
distribution of the Warrant.

      7. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.


                                       8
<PAGE>

      8. Transfer on the Company's Books. Until this Warrant is transferred on
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

      9. 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 (a) personally served, (b) deposited in the
mail, registered or certified, return receipt requested, postage prepaid, (c)
delivered by reputable air courier service with charges prepaid, or (d)
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 (x) 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 (y) 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 Company to: VoIP, Inc., 12330 SW53
Street, Suite 712, Fort Lauderdale, Florida 33330, Attn: Steven Ivester,
President and CEO, telecopier: (954) 434-2877, with a copy by telecopier only
to: Ronald L. Brown, Andrews Kurth LLP, 1717 Main Street, Suite 3700, Dallas,
Texas 75201, telecopier: (214) 659-4819, (ii) if to the Holder, to the address
and telecopier number listed on the first paragraph of this Warrant.

      10. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Texas. Any dispute relating to this Warrant shall be
adjudicated in Dallas County in the State of Texas. The headings in this Warrant
are for purposes of reference only, and shall not limit or otherwise affect any
of the terms hereof. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.


                                       9
<PAGE>

      IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.

                                        VOIP, INC.


                                        By: /s/ Steven Ivester
                                           -------------------------------------
                                           Name: Steven Ivester
                                                --------------------------------
                                           Title: Chief Executive Officer
                                                 -------------------------------

Witness:

/s/ Osvaldo Pitters
----------------------------------

<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (TO BE SIGNED ONLY ON EXERCISE OF WARRANT)

TO: VOIP, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___ ________ shares of the Common Stock covered by such Warrant; or

___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___ $__________ in lawful money of the United States; and/or

___ the cancellation of such portion of the attached Warrant as is exercisable
for a total of _______ shares of Common Stock (using a Fair Market Value of
$_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to ___________________________________________ whose
address is _____________________________________________________________________
________________________________________________________________________________
_________________________.

[NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED ON THE DATE OF EXERCISE:
LESS THAN FIVE PERCENT (5%) OF THE OUTSTANDING COMMON STOCK OF VOIP, INC.]


                                      A-1
<PAGE>

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:___________________               ________________________________________
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        Warrant)

                                        ________________________________________

                                        ________________________________________
                                        (Address)


                                      A-2
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (TO BE SIGNED ONLY ON TRANSFER OF WARRANT)

         For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of VOIP, INC. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of VOIP, INC. with
full power of substitution in the premises.

--------------------------------------------------------------------------------
Transferees              Percentage Transferred            Number Transferred
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

Dated:______________, ____              ________________________________________
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        warrant)

Signed in the presence of:

___________________________________

___________________________________     ________________________________________

                                        ________________________________________
                                        (Address)

ACCEPTED AND AGREED:
[TRANSFEREE]

___________________________________

___________________________________     ________________________________________

                                        ________________________________________
                                        (Address)


                                      B-1