Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 17th day
      of May 2006 (the “Effective Date”) by and between VoIP, Inc., a Texas
      corporation (the “Company”), and Robert V. Staats whose residence address is 101
      W. Greentree Lane, Lake Mary, FL 32746 (the “Executive”).

     

    This
      Agreement shall become effective immediately upon the execution
      hereof.

     

    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 or extended as hereinafter set forth.
      The Agreement will automatically renew for subsequent twelve-month period(s),
      unless terminated at least 90 days prior to the expiration of each current
      existing twelve-month period.

     

    1.2  Duties
      of Executive.
      The
      Executive shall serve as Chief Accounting Officer of the Company and shall
      perform the duties of an executive commensurate with such position, shall
      diligently perform all services and exercise such power and authority as may
      from time to time be assigned or delegated to him by the Company’s Chief
      Executive Officer, President, Board of Directors and Executive Committee. The
      Executive shall devote all his working time and attention to the business and
      affairs of the Company. The Executive’s responsibilities shall include, but not
      be limited to, the following functions of the Company by performing the
      following duties personally or through subordinates:

     

    	·  	
            Day-to-day
              management of the Company’s financial, accounting, SEC financial reporting
              compliance, and financial planning/budgeting
              functions.

          


     

    	·  	
            Operating
              and maintaining a coordinated financial management system to budget,
              collect, control, and properly account for the Company’s revenues and cash
              reserves.

          


     

    	·  	
            Frequent
              reporting to the Company’s Board of
              Directors

          


     

    	·  	
            Assisting
              management and the Board of Directors in the development of strategic
              plans, budgets and forecasts.

          


     

    	·  	
            Providing
              accurate and timely preparation of Corporate, SEC and tax filings,
              financial statements or other management reports, on a consistent
              basis.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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.
      During
      the term, the Executive shall receive a base salary paid bi-weekly. The
      Executive will receive an initial Base Salary equal to $11,666.67 per month.
      On
      January 1, 2007, the Executive’s base salary will increase to $12,916.67 per
      month. The Board of Directors may increase these amounts at any other time
      if
      the Company has achieved the goals set by the Board. Once increased, the
      Executive’s Base Pay will not be reduced. In addition, the Company’s Board of
      Directors or Officers may elect to award the Executive performance bonuses
      from
      time to time based on the Executive’s performance or the performance of the
      Company.

     

    2.2  Equity.
      Upon
      the execution of this Agreement, the Company will issue to the Executive stock
      options to purchase 100,000 shares of common stock of the Company (in addition
      to the 100,000 of the Company’s stock options Executive has rights to prior to
      execution of this Agreement) at the share closing price on the Effective Date
      hereof. Such options shall become 25% vested upon execution of this Agreement,
      and the balance shall become vested quarterly during the term of this Agreement.
      In addition, the Company will issue the Executive Warrants (with minimum 5-year
      term) to purchase 25,000 shares of Common Stock of the Company at the share
      closing price on the Effective Date hereof at the end of each month during
      the
      first six months this Agreement remains in effect (i.e. warrants to purchase
      up
      to a maximum of 150,000 shares). These Warrants shall have full piggy-back
      rights registration rights on the 1st anniversary date of their
      issuance.

     

    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 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, and entertainment.

     

    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 D&O
      insurance.

     

    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.

     

    
      
         

      

      
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    4.  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 CEO, Executive Committee or Board of Directors; insubordination or
      abandonment of position (after written notice and a reasonable opportunity
      to
      cure); or (v) failure to comply in any material respect with the terms of this
      Agreement (after written notice and a reasonable opportunity to cure). Upon
      any
      termination pursuant to this Section (4) 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, and the vested portion of the equity set forth in
      Section 2.2.

     

    4.1  Termination
      Without Cause.
      The
      Company may terminate this Agreement without cause at any time 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 seventy five
      thousand dollars ($75,000) in cash, and the Stock Options and Warrants set
      forth
      in Section 2.2 which shall become fully vested.

     

    4.2  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 4.1, the
      Company shall have no further liability hereunder other than the vested portion
      of the equity set forth in Section 2.2.

     

    4.3  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 set
      forth
      in Section 2.2.

     

    
      
         

      

      
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    4.4  Changes
      in Control.
      For the
      purposes of this Agreement, a “Change of Control” shall be deemed to have taken
      place if : (i) any person, including a “group” as defined in Section 13(d)(3) of
      the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial
      owner of Company securities, after the date of this Agreement, having 50% or
      more of the combined voting power of the then outstanding securities of the
      Company that may be cast for the election of directors of the Company or (ii)
      the persons who were directors of the Company before such transactions shall
      cease to constitute a majority of the Board of Directors of the Company, or
      any
      successor to the Company, as the direct or indirect result of or in connection
      with, any cash tender or exchange offer, merger or other business combination,
      sale of assets or contested election, or any combination of the foregoing
      transaction.

     

    (a)  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 first
      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, which
      is the Orlando, Florida metropolitan area including the current Caerus, Inc.
      office, 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.

     

    (b)  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
      (but
      subject to such reductions as may be required to maintain such plans in
      compliance with applicable federal law regulating employee benefit
      programs).

     

    (c)  The
      Company hereby agrees that, if Change of Control occurs prior to the termination
      of this Agreement, the Executive’s Stock Options referred to in Section 2.2 of
      this Agreement shall become fully vested and the Warrants referred to in Section
      2.2 of this Agreement shall be deemed fully earned and issuable.

     

    
      
         

      

      
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    (d)  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, subject, however to the provisions of Section
      3.1, and the vested portion of the equity set forth in Section 2.2.

     

    5.  Consolidation,
      Merger or Sale of Assets»

     

    .
      Nothing
      in this Agreement shall preclude the Company from consolidating or merging
      into
      or with, or transferring all or substantially all of its assets to, another
      corporation which assumes this Agreement, and all obligations of the Company
      hereunder, in writing. Upon such consolidation, merger, or transfer of assets
      and assumption, the term “the Company” as used herein, shall mean such other
      corporation and this Agreement shall continue in full force and
      effect.

     

    6.  Restrictive
      Covenants.

     

    6.1  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.

     

    6.2  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.

     

    6.3  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, hire, 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
      Employer or any of its subsidiaries to discontinue or alter his or its
      relationship with Employer or any of its subsidiaries.

     

    
      
         

      

      
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    6.4  Non-Competition.
      The
      Executive shall not, while employed by the Company and for a period of one
      (1)
      year following the date of termination, 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 of the Employer that
      is
      significant to the Employer’s business based on sales and/or profitability of
      any such product 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.
      Given that a significant portion of the Executive’s recent financial management
      experience has been in the telecommunications industry, and recognizing that
      financial management by its nature is generally in much less of a position
      to
      directly compete than a sales or marketing management position, this section
      6.4
      shall not be intended to preclude the Executive from seeking gainful employment
      in a financial management role in the telecommunications industry.

     

    6.5  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
      Employer 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, Employer is engaged or (if such is known to or ascertainable by
      Executive) is considering engaging, Executive hereby agrees:

     

    (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 Employer;

     

    (b)  to
      disclose promptly to an authorized representative of Employer 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 Employer (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 Employer 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

     

    
      
         

      

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

     

    6.6  Injunctive
      Relief.
      The
      parties hereby acknowledge and agree that (a) Employer will be irreparably
      injured in the event of a breach by Executive of any of his obligations under
      this Section 6; (b) monetary damages will not be an adequate remedy for any
      such
      breach; (c) Employer 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 6.

     

    6.7  Non-Exclusivity
      and Survival.
      The
      covenants of the Executive contained in this Section 6 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 Employer at any time.

     

    7.  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.

     

    8.  Arbitration.
      Any controversy or claim arising out of or relating to this Agreement, or the
      breach thereof, shall be settled by arbitration in accordance herewith, and
      judgment upon the award rendered by the arbitrators may be entered in any Court
      having jurisdiction thereof. Venue of the arbitration shall be in Broward
      County, Florida. Any controversy or claim shall be submitted to three
      arbitrators selected from the panels of the arbitrators of the American
      Arbitration Association. The arbitrators, in addition to any award made, shall
      have the discretion to award the prevailing party the costs of the proceedings,
      together with reasonable attorneys’ fees, provided that absent such award, each
      party shall bear the costs of its own counsel and presentation of evidence,
      and
      each party shall share equally the cost of such arbitration proceeding. Any
      award made hereunder may be docketed in a court of competent jurisdiction in
      Broward County, Florida, and all parties hereby consent to the personal
      jurisdiction of such court for purposes of the enforcement of the arbitration
      award.

     

    9.  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.

     

    
      
         

      

      
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    10.  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.

     

    11.  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.

     

    12.  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.

     

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

     

    14.  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.

     

    15.  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.

     

    16.  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.

     

    17.  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.

     

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

     

    19.  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/ Hal
              H.
              Bibee
	 	
              
Hal
              H. Bibee,
              President


    

    
       

      
        	 	 	 
	 	By:  	/s/ Robert
                V.
                Staats
	 	
                
Robert
                V. Staats


      

       

    

     

    
      
         

      

      
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