Exhibit
      10.3

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 15th day
      of May, 2006 (the “Effective Date”) by and between VoIP, Inc., a Texas
      corporation (the “Company”), and David Ahn, whose residence address is 609 1⁄2
North Irving Blvd., Los Angeles, CA 90004 (the “Executive”).

     

    The
      Company wishes to employ the Executive and the Executive wishes to enter into
      the employ of the Company as corporate officer with the title of Vice President
      - Corporate Planning of the Company.

     

    This
      employment agreement shall become effective immediately as of May 15, 2006
      upon
      the signing of this contract.

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants set forth
      herein, the parties hereby agree as follows:

     

    1.  Employment.

     

    1.1  Employment
      and Term.

     

    The
      Company shall employ the Executive and the Executive shall continue to serve
      the
      Company, on the terms and conditions set forth herein, for the period (the
      “Term”) from the Effective Date and expiring on the third anniversary of the
      Effective Date, unless sooner terminated as hereinafter set forth. The agreement
      will automatically renew for subsequent one year period(s), unless terminated
      at
      least 90 days prior to the expiration of the applicable one year
      period.

     

    1.2  Duties
      of Executive.

     

    The
      Executive shall serve as Vice President - Corporate Planning and shall perform
      the duties of an executive commensurate with such position and shall diligently
      perform all services as may be assigned to him by the Company’s Chief Executive
      Officer, Board of Directors and Executive Committee. Executive’s duties shall
      include, but not be limited to financial and business planning, competitive
      and
      market analysis, strategy development, analysis of comparable companies
      including their products, services, financing approaches; monitoring and
      analyzing industry mergers and acquisitions and corporate investments and
      partnerships, and developing useful contacts in the industry and related
      financial markets.

     

    1.3  The
      Company.

     

    As
      used
      herein the term the “Company” shall be deemed to include any and all present and
      future subsidiaries, divisions and affiliates of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.  Compensation.

     

    2.1  Base
      Salary and Bonuses. 

     

    During
      the term, the Executive shall receive a base salary paid bi-weekly. The
      Executive will receive an initial Base Salary equal to $8,500 per month. The
      Board of Directors may increase this amount at any other time if the Company
      has
      achieved the goals set by the Board and agreed to by Executive and in any event
      the Base Salary shall increase to $10,000 per month by no later than January
      1,
      2007. Once increased, the Executive’s Base Pay will not be reduced. In addition,
      the Board of Directors may elect to award the Executive performance bonuses
      from
      time to time based upon the Executive’s performance or the performance of the
      Company. 

     

    2.2  Equity.
      

     

    Upon
      the
      execution of this agreement, the Company will issue Executive warrants
      immediately exercisable to purchase 500,000 shares of common stock of the
      Company at the closing price per share on the trading day immediately before
      the
      Effective Date, (which is $1.00 per share), and 500,000 non-qualified stock
      options that will vest on a quarterly basis over the first year of this
      agreement. All warrants and stock options shall have “cashless exercise”
features and otherwise have terms and conditions customary for these types
      of
      situations. In addition, all or a portion of the stock options may take the
      form
      of stock appreciation rights as determined by mutual agreement between Executive
      and Company.

     

    2.3  Stock
      Option Grants.

     

    The
      Executive shall be entitled to receive a grant based on the Executive’s
      performance during each year during the term of this Agreement, beginning with
      2006. The amount of the stock option grant in any year shall be determined
      by
      reference to the growth and profitability of the Company and such other measures
      as the Board of Directors and the Executive may agree. The terms and conditions
      relating to the stock option bonus shall be negotiated in good
      faith.

     

    3.  Expense
      Reimbursement and Other Benefits.

     

    3.1  Expense
      Reimbursement.

     

    During
      the Term, upon the submission of supporting documentation by the Executive,
      and
      in accordance with Company policies for its executives, the Company shall
      reimburse the Executive for all expenses actually paid or incurred by the
      Executive in the course of and pursuant to the business of the Company,
      including expenses for travel, entertainment and fuel cost.

     

    3.2  Other
      Benefits.

     

    During
      the term, the Company shall pay for 100% of the costs to provide the Executive
      with “family” coverage for medical and dental insurance as well as personal
      D&O insurance. The Executive may elect not to receive the medical and dental
      coverage in which case an amount equal to the cost of said coverage will be
      paid
      to the Executive as additional compensation. The cost of such medical and dental
      coverage will be pre-tax to the Executive if the election to receive cash or
      benefits is made in accordance with the Company’s Internal Revenue Code (“Code”)
      section 125 plan. In addition to the D&O coverage set forth above, Executive
      shall be indemnified by the Company for his duties hereunder to the fullest
      extent allowed by law in accordance with the bylaws of the Company.

     

    
      
         

      

      
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    3.3  Vacation.

     

    Executive
      shall be entitled to three weeks of paid vacation during each calendar year,
      taking into consideration the business needs of the Company. However, Executive
      agrees not to take vacation for more than two weeks in any given
      month.

     

    4.  Termination.

     

    4.1  Termination
      for Cause

     

    Notwithstanding
      anything contained in this Agreement to the contrary, the Company may terminate
      this Agreement for Cause. As used in this Agreement “Cause” shall mean (i) an
      act of fraud, embezzlement or theft of funds or property of the Company or
      any
      of its clients/customers; (ii) any intentional wrongful disclosure of
      proprietary information or trade secrets of the Company or its affiliates or
      any
      intentional form of self-dealing detrimental to the Interests of the Company;
      (iii) the habitual and debilitating use of alcohol or drugs; (iv) continued
      failure to comply with the reasonable written directives of the Executive
      Committee or Board of Directors; insubordination or abandonment of position
      (after written notice and a reasonable opportunity to cure of not less than
      thirty (30) days); or (v) failure to comply in any material respect with the
      terms of this Agreement (after written notice and a reasonable opportunity
      to
      cure of not less than thirty (30) days). Upon any termination pursuant to this
      Section (a) the Company shall pay to the Executive any unpaid Base Salary at
      the
      rate then in effect accrued through the effective date of termination specified
      in such notice. Except as provided above, the Company shall have no further
      liability hereunder other than for reimbursement for reasonable business
      expenses incurred prior to the date of termination outlined in Sections 3.1,
      3.2
      and the vested portion of the equity granted in Section 2.2.

     

    4.2  Termination
      Without Cause.

     

    The
      Company may terminate this Agreement without cause at any time prior to the
      end
      of the Term or any Term thereafter by giving Executive sixty (60) day prior
      written notice of its desire to terminate. In the event the Company elects
      to
      terminate the Agreement pursuant to this Section 4. 1, the Company shall have
      no
      further liability hereunder other than for the payment to Executive on the
      termination date of any unpaid Base Salary through the termination date,
      reimbursement of reasonable business expenses incurred prior to the termination
      date, a lump sum of fifty one thousands dollars ($51,000) or continued salary
      at
      Executive’s then-current rate for a period of six months in cash, and the Stock
      Options, Warrants and Shares set forth in Section 2.2 which shall become fully
      vested.

     

    
      
         

      

      
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    5.  Resignation
      by Executive.

     

    The
      Executive upon delivery of notice may terminate this Agreement therefore upon
      not less than 30 days prior notice of such termination. Upon receipt of such
      notice, the Company may, in its sole discretion, release the Executive of his
      duties and his employment hereunder prior to the expiration of the 30 day notice
      period. Notwithstanding anything contained in this Agreement to the contrary,
      in
      the event of a termination by the Executive pursuant to this Section 4.2, the
      Company shall have no further liability hereunder other than for reimbursement
      for reasonable business expenses incurred prior to the date of termination
      outlined in Section 3.1 and the vested portion of the equity granted in Section
      2.2.

     

    5.1  Disability.

     

    Notwithstanding
      anything contained in this Agreement to the contrary, the Company, by 30 days
      written notice to the Executive, shall at all times have the right to terminate
      this Agreement, and the Executive’s employment hereunder, if the Executive
      shall, as the result of mental or physical incapacity, illness or disability,
      fail to perform his duties and responsibilities provided for herein for a period
      of more than 60 days in any 12 month period. Upon the termination pursuant
      to
      this Section, the Company shall continue (i) to pay to the Executive Base Salary
      at the rates then in effect for a period of 6 months after the effective date
      of
      termination (the “Severance Period”), (ii) employee benefit programs as to the
      Executive for the Severance Period and (iii) the Company shall be responsible
      for making payments on behalf of the Executive and his family to maintain
      coverage of health and other benefits under COBRA, for the maximum period
      allowed. Except as provided above, the Company shall have no further liability
      hereunder (other than for reimbursement for reasonable business expenses,
      incurred prior to the date of termination, subject, however to the provisions
      of
      Section 3.1 and the vested portion of the equity granted in Section
      2.2.

     

    5.2  Change
      in Control of the Company Defined.

     

    The
      term
“Change in Control of the Company” shall mean (i) the approval by the
      shareholders of the Company of a reorganization, merger, consolidation or other
      form of corporate transaction or series of transactions, in each case, with
      respect to which persons who were the shareholders of the Company immediately
      prior to such reorganization, merger or consolidation or other transaction
      do
      not, immediately thereafter, own more than 50% of the combined voting power
      entitled to vote generally in the election of directors of the reorganized,
      merged or consolidated company’s then outstanding voting securities, or (ii) the
      sale of all or substantially all of the assets of the Company or (iii) the
      liquidation of the Company, or (iii) a change in the composition of the Board
      of
      Directors such that the present members do not constitute a majority of the
      Board of Directors.

     

    5.3  Change
      in Control

     

    The
      Company and Executive hereby agree that, if Executive is affiliated with the
      Company on the date on which a Change of Control occurs, (the “Change of Control
      Date”), and this Agreement is in full force and effect, the Company (or, if
      Executive is affiliated with a subsidiary, the subsidiary) will continue to
      retain Executive and Executive will remain affiliated with the Company (or
      subsidiary), subject to the terms and conditions of this Agreement, for the
      period commencing on the Change of Control Date and ending on the anniversary
      of
      such date (this anniversary date shall then become the “Change of Control
      Termination Date”) to exercise such authority and perform such executive duties
      as are commensurate with the authority being exercised and duties being
      performed by the Executive immediately prior to the Change of Control Date.
      If
      after the Change of Control, Executive is requested, and, in his sole and
      absolute discretion, consents to change his principal business location, the
      Company will reimburse the Executive for his reasonable relocation expenses,
      including, without limitation, moving expenses, temporary living and travel
      expenses for a reasonable time while arranging to move his residence to the
      changed location, closing costs, if any, associated with the sale of his
      existing residence and the purchase of a replacement residence at the changed
      location, plus an additional amount representing a gross-up of any state or
      federal taxes payable by Executive as a result of any such reimbursement. If
      the
      Executive shall not consent to change his business location, the Executive
      may
      continue to provide the services required of him hereunder from his then
      residence and/or business address until the Change of Control Termination Date,
      at which time this Agreement shall terminate, unless sooner terminated or
      extended as set forth herein.

     

    
      
         

      

      
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    (a)  During
      the remaining term hereof after the Change of Control Date, the Company (or
      subsidiary) will (i) continue to pay Executive a salary and benefits at not
      less
      than the level applicable to Executive on the Change of Control Date, (ii)
      pay
      Executive bonuses as set forth herein, and (iii) continue employee benefit
      programs as to Executive at levels in effect on the Change of Control
      Date.

     

    (b)  The
      Company hereby agrees that, if Change of Control occurs prior to the termination
      of this Agreement, the Executive’s Stock Options, Warrants and Shares referred
      to in section 2.2 shall become fully vested and registered.

     

    6.  Death.

     

    In
      the
      event of the death of the Executive during the Term of his employment hereunder,
      the Company shall pay to the personal representative of the estate of the
      deceased Executive any unpaid Base Salary accrued through the date of his death.
      Except as provided above, the Company shall have no further liability hereunder
      other than for reimbursement for reasonable business expenses incurred prior
      to
      the date of the Executive’s death, during the Severance Period, subject, however
      to the provisions of Section 3.1 and the vested portion of the equity set forth
      in Section 2.2.

     

    7.  Restrictive
      Covenants.

     

    7.1  Nondisclosure.

     

    During
      the Term and following termination of the Executive’s employment with the
      Company, Executive shall not divulge, communicate, use to the detriment of
      the
      Company or for the benefit of any other person or persons, or misuse in any
      way,
      any Confidential Information (as hereinafter defined) pertaining to the business
      of the Company. Any Confidential Information or data now or hereafter acquired
      by the Executive with respect to the business of the Company (which shall
      include, but not be limited to, information concerning the Company’s financial
      condition, prospects, technology, customers, suppliers, methods of doing
      business and promotion of the Company’s products and services) shall be deemed a
      valuable, special and unique asset of the Company that is received by the
      Executive in confidence and as a fiduciary. For purposes of this Agreement
      “Confidential Information” means information disclosed to the Executive or known
      by the Executive as a consequence of or through his employment by the Company
      (including information conceived, originated, discovered or developed by the
      Executive) prior to or after the date hereof and not generally known or in
      the
      public domain, about the Company or its business. Notwithstanding the foregoing,
      nothing herein shall be deemed to restrict the Executive from disclosing
      Confidential Information to the extent required by law.

     

    
      
         

      

      
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    7.2  Books
      and Records.

     

    All
      books, records, accounts and similar repositories of Confidential Information
      of
      the Company, whether prepared by the Executive or otherwise coming into the
      Executive’s possession, shall be the exclusive property of the Company and shall
      be returned immediately to the Company on termination of this
      Agreement.

     

    7.3  Certain
      Activities.

     

    The
      Executive shall not, while employed by the Company and for a period of one
      (1)
      year following the date of termination, directly or indirectly, offer to hire,
      entice away or in any other manner persuade or attempt to persuade any officer,
      employee, agent, lessor, lessee, licensor, licensee or supplier of Company
      or
      any of its subsidiaries to discontinue or alter his or its relationship with
      Employer or any of its subsidiaries.

     

    7.4  Non-Competition.

     

    The
      Executive shall not, while employed by the Company, or for one year thereafter
      unless terminated without cause, engage or participate, directly or indirectly
      (whether as an officer, director, employee, partner, consultant, shareholder,
      lender or otherwise), in any business that manufactures, markets or sells
      products that directly competes with any product or services, or planned product
      or service, of the Company that is significant to the Company’s current or
      forecasted business based on sales and/or profitability or strategic value
      of
      any such product or service as of the date of termination. Nothing herein shall
      prohibit Executive from being a passive owner of less than 1% of any
      publicly-traded class of capital stock of any entity directly engaged in a
      competing business.

     

    7.5  Property
      Rights; Assignment of Inventions.

     

    With
      respect to information, inventions and discoveries or any interest in any
      copyright and/or other property right developed, made or conceived of by
      Executive, either alone or with others, at any time during his employment by
      Company and whether or not within working hours, arising out of such employment
      or pertinent to any field of business or research in which, during such
      employment, Company is engaged or (if such is known to or ascertainable by
      Executive) is considering engaging, Executive hereby agrees:

     

    
      
         

      

      
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    (a)  that
      all
      such information, inventions and discoveries or any interest in any copyright
      and/or other property right, whether or not patented or patentable, shall be
      and
      remain the exclusive property of the Company;

     

    (b)  to
      disclose promptly to an authorized representative of Company all such
      information, inventions and discoveries or any copyright and/or other property
      right and all information in Executive’s possession as to possible applications
      and uses thereof;

     

    (c)  not
      to
      file any patent application relating to any such invention or discovery except
      with the prior written consent of an authorized officer of Company (other than
      Executive);

     

    (d)  that
      Executive hereby waives and releases any and all rights Executive may have
      in
      and to such information, inventions and discoveries, and hereby assigns to
      Executive and/or its nominees all of Executive’s right, title and interest in
      them, and all Executive’s right, title and interest in any patent, patent
      application, copyright or other property right based thereon. Executive hereby
      irrevocably designates and appoints Company and each of its duly authorized
      officers and agents as his agent and attorney-in-fact to act for him and on
      his
      behalf and in his stead to execute and file any document and to do all other
      lawfully permitted acts to further the prosecution, issuance and enforcement
      of
      any such patent, patent application, copyright or other property right with
      the
      same force and effect as if executed and delivered by Executive;
      and

     

    (e)  at
      the
      request of Company, and without expense to Executive, to execute such documents
      and perform such other acts as Company deems necessary or appropriate, for
      Company to obtain patents on such inventions in a jurisdiction or jurisdictions
      designated by Company, and to assign to Company or its designee such inventions
      and any and all patent applications and patents relating thereto.

     

    (f)  If
      Executive’s employment location is in California, the provisions of the
      foregoing paragraph do not apply to an invention which qualifies fully under
      the
      provisions of Section 2870 of the California Labor Code, which provides in
      substance that provisions in an employment agreement providing that an employee
      shall assign do not apply to an invention for which no equipment, supplies,
      facility, or trade secret information of the employer was used and which was
      developed entirely on the employee’s own time, and which (i) does not relate (a)
      to the business of the employer, or (b) to the employer’s actual or demonstrably
      anticipated research or development, or (ii) does not result from the work
      performed by the employee for the employer.

     

    7.6  Injunctive
      Relief.

     

    The
      parties hereby acknowledge and agree that:

     

    (a)  Company
      will be irreparably injured in the event of a breach by Executive of any of
      his
      obligations under this Section 7;

     

    (b)  monetary
      damages will not be an adequate remedy for any such breach;

     

    
      
         

      

      
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    (c)  Company
      will be entitled to injunctive relief, in addition to any other remedy which
      it
      may have, in the event of any such breach; and

     

    (d)  the
      existence of any claims that Executive may have against Employer, whether under
      this Agreement or otherwise, will not be a defense to the enforcement by
      Employer of any of its rights under this Section 7.

     

    7.7  Non-Exclusivity
      and Survival.

     

    The
      covenants of the Executive contained in this Section 7 are in addition to,
      and
      not in lieu of, any obligations that Executive may have with respect to the
      subject matter hereof, whether by contract, as a matter of law or otherwise,
      and
      such covenants and their enforceability shall survive any termination of the
      Employment Term by either party and any investigation made with respect to
      the
      breach thereof by the Company at any time.

     

    8.  Withholding.

     

    Anything
      to the contrary notwithstanding, all payments required to be made by the Company
      hereunder to the Executive or the Executive’s estate or beneficiaries shall be
      subject to the withholding of such amounts, if any, relating to tax and other
      payroll deductions as the Company may reasonably determine it should withhold
      pursuant to any applicable law or regulation.

     

    9.  Section
      4999 or 409.

     

    Anything
      in this Agreement to the contrary notwithstanding, in the event it shall be
      determined that any payment or distribution by the Company to or for the benefit
      of the Executive (“Anticipated Benefit”) (whether paid or payable or distributed
      or distributable pursuant to the terms of this Agreement or otherwise) would
      be
      subject to the excise tax imposed by Section 4999 or Section 409A of the
      Internal Revenue Code or any interest or penalties are incurred by the Executive
      with respect to such excise taxes (such excise tax, together with any such
      interest and penalties, are hereinafter collectively referred to as the “Excise
      Tax”), then the Executive shall be entitled to receive from the Company an
      additional payment (a “Gross-Up Payment”) in an amount such that after payment
      by the Executive of all taxes (including, without limitation, any interest
      or
      penalties with respect to such taxes and any income or Excise Taxes imposed
      upon
      the Gross-Up Payment), the Executive will net an amount equal to the Anticipated
      Benefit minus applicable income tax related to the Anticipated
      Benefit.

     

    10.  Governing
      Law/Prevailing Party.

     

    This
      Agreement shall be construed in accordance with and governed for all purposes
      by
      the laws of the State of California applicable to contracts executed and to
      be
      wholly performed within such state without giving effect to any choice of law
      or
      conflict of law rules or provisions (whether of the State of Texas or any other
      jurisdiction) that would cause the application of the laws of any other
      jurisdiction other than the State of California. This Agreement shall be subject
      to the exclusive jurisdiction of the courts in the State of Texas. The parties
      irrevocably waive, to the fullest extent permitted by law, any objection which
      they may now or hereafter have to the laying of venue of any suit, action or
      proceeding arising out of or relating to this Agreement, or any judgment entered
      by any court in respect hereof brought in the State of Texas, and further
      irrevocably waive any claim that any suit, action or proceeding brought in
      the
      State of Texas has been brought in an inconvenient forum. The prevailing party
      in any suit brought hereunder shall be entitled to reimbursement for legal
      fees
      and costs incurred in connection with such suit (and appeal).

     

    
      
         

      

      
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    11.  Binding
      Effect.

     

    Except
      as
      herein otherwise provided, this Agreement shall inure to the benefit of and
      shall be binding upon the parties hereto, their personal representatives,
      successors, heirs and assigns. The Executive may not assign his rights or
      benefits, or delegate any of his duties, hereunder without the prior written
      consent of the Company.

     

    12.  Further
      Assurances.

     

    At
      any
      time, and from time to time, each party will take such action as may be
      reasonably requested by the other party to carry out the intent and purposes
      of
      this Agreement.

     

    13.  Entire
      Agreement.

     

    This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof. It supersedes all prior negotiations,
      letters and understandings relating to the subject matter hereof.

     

    14.  Amendment.

     

    This
      Agreement may not be amended, supplemented or modified in whole or in part
      except by an instrument in writing signed by the party or parties against whom
      enforcement of any such amendment, supplement or modification is
      sought.

     

    15.  Choice
      of Law.

     

    This
      Agreement will be interpreted, construed and enforced in accordance with the
      laws of the State of California, without giving effect to the application of
      the
      principles pertaining to conflicts of laws.

     

    16.  Effect
      of Waiver.

     

    The
      failure of any party at any time or times to require performance of any
      provision of this Agreement will in no manner affect the right to enforce the
      same. The waiver by any party of any breach of any provision of this Agreement
      will not be construed to be a waiver by any such party of any succeeding breach
      of that provision or a waiver by such party of any breach of any other
      provision.

     

    
      
         

      

      
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    17.  Construction.

     

    The
      parties hereto and their respective legal counsel participated in the
      preparation of this Agreement; therefore, this Agreement shall be construed
      neither against nor in favor of any of the parties hereto, but rather in
      accordance with the fair meaning thereof.

     

    18.  Severability.

     

    The
      invalidity, illegality or unenforceability of any provision or provisions of
      this Agreement will not affect any other provision of this Agreement, which
      will
      remain in full force and effect, nor will the invalidity, illegality or
      unenforceability of a portion of any provision of this Agreement affect the
      balance of such provision. In the event that any one or more of the provisions
      contained in this Agreement or any portion thereof shall for any reason be
      held
      to be invalid, illegal or unenforceable in any respect, this Agreement shall
      be
      reformed, construed and enforced as if such invalid, illegal or unenforceable
      provision had never been contained herein.

     

    19.  No
      Third-Party Beneficiaries.

     

    No
      person
      shall be deemed to possess any third-party beneficiary right pursuant to this
      Agreement. It is the intent of the parties hereto that no direct benefit to
      any
      third party is intended or implied by the execution of this
      Agreement.

     

    20.  Counterparts.

     

    This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed an original.

     

    21.  Notice.

     

    Any
      notice required or permitted to be delivered hereunder shall be in writing
      and
      shall be deemed to have been delivered when hand delivered, sent by facsimile
      with receipt confirmed or when deposited in the United States mail, postage
      prepaid, registered or certified mail, return receipt requested, or by overnight
      courier, addressed to the parties at the addresses first stated herein, or
      to
      such other address as either party hereto shall from time to time designate
      to
      the other party by notice in writing as provided herein.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto
      on
      the day and year first above written. 

     

    
      	 	 	 
	 	VoIP,
              Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Gary
              Post
	 	
              
Gary
              Post, President and Chief Executive
              Officer


    

     

    
      
        	 	 	 
	 	By:  	/s/ David
                Ahn
	 	
                
David
                Ahn


      

       

      
        
           

        

        
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