Exhibit 10.6.2

                                   VoIP, INC.
                               a Texas Corporation

                             STOCK PURCHASE WARRANT
                  To Purchase 1,000,000 Shares of Common Stock
                           Par Value $0.001 per share

                                December 10, 2004

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
BEEN ACQUIRED FOR INVESTMENT,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED  UNLESS AN
OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE
COMPANY TO THE EFFECT  THAT SUCH SALE,  TRANSFER  OR  ASSIGNMENT  WILL NOT BE IN
VIOLATION  OF THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND  THE  RULES  AND
REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

         1. Basic Terms. This certifies that, for value received,  Ebony Finance
(the "Holder") is entitled, subject to the terms and conditions of this Warrant,
until the  expiration  date, to purchase a maximum of 1,000,000  whole shares of
Common Stock, par value $0.001 per share (the "Common Stock"),  of VoIP, Inc., a
Texas  corporation  (the  "Company")  from the  Company  at $2.75 for each share
purchased  (the  "Purchase  Price"),  on delivery of this Warrant to the Company
with Form of Election to  Purchase  in the form of Exhibit A duly  executed  and
payment of the Purchase Price (in cash, by cashier's  check payable to the order
of the Company,  or upon a "cashless"  exercise to the extent set forth  below).
This Warrant shall be  exercisable  at any time,  in whole or in part,  from the
date hereof until 5:00 p.m. Miami Time on November 30, 2009.

         2. Company's  Covenants as to Common Stock.  Shares  deliverable on the
exercise of this Warrant shall, at delivery,  be fully paid and  non-assessable,
and free from  taxes,  liens and charges  with  respect to their  purchase.  The
Company shall take any necessary steps to assure that the par value per share of
the Common Stock is at all times equal to or less than the then current Purchase
Price per share of the Common  Stock  issuable  pursuant  to this  Warrant.  The
Company  shall at all times  reserve  and hold  available  sufficient  shares of
Common  Stock to satisfy  all  conversion  and  purchase  rights of  outstanding
convertible securities, options and warrants.

         3.  Method  of  Exercise;   Fractional   Shares.  The  purchase  rights
represented by this Warrant are exercisable at the option of the Holder in whole
or in part,  from time to time,  within the period  above  specified;  provided,
however,  that purchase rights are not exercisable with respect to a fraction of


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a share of Common  Stock.  In lieu of  issuing a fraction  of a share  remaining
after exercise of this Warrant as to all full shares covered hereby, the Company
shall  either  (1) pay  therefor  cash  equal to the same  fraction  of the then
current Warrant purchase price per share or, at its option,  (2) issue scrip for
the fraction, in registered or bearer form approved by the Board of Directors of
the Company,  which shall entitle the Holder to receive a certificate for a full
share of Common Stock on surrender of scrip aggregating a full share.  Scrip may
become void after a  reasonable  period (but not less than six months  after the
expiration  date of this  Warrant)  determined  by the  Board of  Directors  and
specified  in the scrip.  In case of the  exercise of this Warrant for less than
all the shares purchasable, the Company shall cancel the Warrant and execute and
deliver a new  Warrant  of like  tenor and date for the  balance  of the  shares
purchasable.  Upon the date of receipt  by the  Company  of an  exercise  of the
Warrant ("Exercise Date"), the Warrant shall be deemed to have been exercised as
to the number of shares so purchased,  and the person so exercising  the Warrant
shall become a holder of record of shares of Common Stock on the Exercise  Date.
The exercise price for the first 500,000  shares  issuable upon exercise of this
Warrant must be paid in cash by wire transfer to the Company. The exercise price
for all shares  issuable  upon exercise of this Warrant after 500,00 shares have
been  issued  upon  exercise  of this  Warrant may be paid (a) in cash or (b) by
cashless exercise, as follows:

         Holder shall notify the Company of its exercise  together with a notice
of cashless  exercise,  in which event the Company shall issue to the Holder the
number of shares of Common Stock to be determined as follows:

         X = Y (A-B)/A, where

         X = the  number of shares  of Common  Stock to be issued to the  Holder
         upon exercise of the Warrant.

         Y = the  number of shares of Common  Stock  with  respect to which this
         warrant is being exercised.

         A = the average of the closing  prices of the Common Stock for the five
         (5) Trading Days  immediately  prior to (but not including) the Date of
         Exercise.

         B = the Exercise Price.

         4.  Adjustments  of Shares and Purchase  Price.  The initial  number of
shares of  Common  Stock  purchasable  upon  exercise  of this  Warrant  and the
Purchase  Price shall be subject to adjustment  from time to time after the date
hereof as follows:

                  A.  Recapitalization  or  Reclassification of Common Stock. In
         case the Company shall at any time prior to the exercise or termination
         of this Warrant effect a recapitalization  or  reclassification of such
         character  that its  Common  Stock  shall  be  changed  into or  become
         exchangeable  for a larger or smaller number of shares,  then, upon the
         effective  date thereof,  the number of shares of Common Stock that the
         Holder of this  Warrant  shall be entitled to  purchase  upon  exercise
         hereof shall be increased or  decreased,  as the case may be, in direct
         proportion  to the  increase  or  decrease  in such number of shares of
         Common Stock by reason of such  recapitalization  or  reclassification,
         and the Purchase Price of such  recapitalized  or  reclassified  Common
         Stock  shall,  in the case of an increase  in the number of shares,  be
         proportionately  decreased and, in the case of a decrease in the number
         of shares, be proportionately increased.


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                  B. Consolidation, Merger or Sale. In case the Company shall at
         any time prior to the exercise of this  Warrant,  or the  expiration of
         the Exercise Period, whichever first occurs,  consolidate or merge with
         any  other  corporation  (unless  the  Company  shall be the  surviving
         entity) or transfer all or substantially all of its assets to any other
         corporation preparatory to a dissolution,  then the Company shall, as a
         condition  precedent to such transaction,  cause effective provision to
         be made so that the Holder of this Warrant,  upon the exercise  thereof
         after the  effective  date of such  transaction,  shall be  entitled to
         receive  the kind and  amount of  shares,  evidences  of  indebtedness,
         and/or other property receivable on such transaction by a holder of the
         number  of  shares  of  Common  Stock  as  to  which  the  Warrant  was
         exercisable  immediately  prior  to such  transaction  (without  giving
         effect to any restriction  upon such exercise);  and, in any such case,
         appropriate  provision  shall be made with  respect  to the  rights and
         interests  of the Holder  hereof to the effect that the  provisions  of
         this  Warrant  shall  thereafter  be  applicable  (as  nearly as may be
         practicable) with respect to any shares, evidences of indebtedness,  or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant.

                  C.  Notice of  Adjustment.  Whenever  the  number of shares of
         Common  Stock  purchasable  upon  exercise  of this  Warrant  shall  be
         adjusted as provided herein,  the Company shall file with its corporate
         records a certificate of its Chief Financial  Officer setting forth the
         computation   and  the  adjusted  number  of  shares  of  Common  Stock
         purchasable  hereunder  resulting from such adjustments,  and a copy of
         such certificate shall be mailed to the Holder. Any such certificate or
         letter  shall  be  conclusive  evidence  as to the  correctness  of the
         adjustment  or  adjustments  referred to therein and shall be available
         for  inspection by the holders of the Warrants on any day during normal
         business hours.

         5. Limited  Rights of Holder.  This Warrant does not entitle the Holder
to any voting rights or other rights as a shareholder of the Company,  or to any
other rights  whatsoever  except the rights herein  expressed.  No dividends are
payable  or will  accrue on this  Warrant or the  shares  purchasable  hereunder
until, and except to the extent that, this Warrant is exercised.

         6. Exchange for Other Denominations.  This Warrant is exchangeable,  on
its surrender by the registered  owner to the Company,  for new Warrants of like
tenor and date representing in the aggregate the right to purchase the number of
shares purchasable hereunder in denominations designated by the registered owner
at the time of surrender.

         7. Transfer.  Holder  acknowledges  that this Warrant and the shares of
Common Stock or other securities into which this Warrant is exercisable have not
been registered  under the Securities Act of 1933, or any state securities laws,
but have been and will be issued pursuant to exemptions therefrom.  Accordingly,
Holder  acknowledges and agrees that this Warrant and the securities acquired by
it upon exercise  hereof may be transferred or assigned to another party only in
accordance with a valid registration statement or an exemption from registration
under the Securities Act and any applicable state securities laws.


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         Subject to  applicable  securities  laws,  this  Warrant and all rights
hereunder are  transferable by the Holder hereof in person or by duly authorized
attorney  on the books of the  Company  upon  surrender  of this  Warrant at the
principal offices of the Company,  together with the Form of Assignment attached
hereto as Exhibit B duly  executed.  Absent any such  transfer,  the Company may
deem and treat the registered Holder of this Warrant at any time as the absolute
owner  hereof for all  purposes  and shall not be  affected by any notice to the
contrary.

         8.  Recognition  of  Registered  Owner.  Prior to due  presentment  for
registration  of transfer of this Warrant,  the Company may treat the registered
owner as the person  exclusively  entitled to receive  notices and  otherwise to
exercise rights hereunder.

         9.  Registration  Rights.  If the Company shall prepare and file one or
more registration  statements under the Securities Act of 1933 with respect to a
public offering of equity  securities of the Company,  or of any such securities
of the Company held by its security holders, other than a registration statement
on Forms S-4,  S-8,  or  similar  form,  the  Company  will  include in any such
registration  statement  such  information  as is  required,  and such number of
shares of Common Stock held by, or shares of Common Stock underlying outstanding
Warrants  held by,  the  Holder to permit a public  offering  of such  shares of
Common Stock as required;  provided, however, that if, in the written opinion of
the Company's managing underwriter,  if any, for such offering, the inclusion of
the  shares  requested  to be  registered,  when added to the  securities  being
registered by the Company or the selling  security  holder(s),  would exceed the
maximum  amount  of  the  Company's  securities  that  can be  marketed  without
otherwise  materially  and  adversely  affecting the entire  offering,  then the
Company may exclude from such offering that portion of the shares required to be
so  registered so that the total number of securities to be registered is within
the maximum  number of shares that, in the opinion of the managing  underwriter,
may be marketed without otherwise  materially and adversely affecting the entire
offering.  The  Company  shall  use its best  efforts  to  obtain  promptly  the
effectiveness  of such  registration  statement  and maintain the  effectiveness
thereof for at least 180 days and to  register or qualify the subject  shares of
Common  Stock  underlying  this  Warrant  for  sale  in up to  five  (5)  states
identified by such Holder.  The Company  shall bear all fees and expenses  other
than the fees and expenses of Holder's  counsel  incurred in the preparation and
filing of such registration  statement and related state  registrations,  to the
extent  permitted  by  applicable  law,  and the  furnishing  of  copies  of the
preliminary and final prospectus thereof to such Holder.

         10.  Notice and Effect of  Dissolution,  etc. In case of a voluntary or
involuntary dissolution,  liquidation,  or winding up of the Company (other than
in connection with the consolidation or merger covered by Section 5 above) is at
any time  proposed,  the  Company  shall give at least  thirty  (30) days' prior
written notice to the Holder.  Such notice shall contain:  (1) the date on which
the  transaction is to take place;  (2) the record date (which shall be at least
thirty (30) days after the giving of the  notice) as of which  holders of Common
Shares will be entitled to receive distributions as a result of the transaction;
(3) a brief  description of the transaction;  (4) a brief description to be made
to the  holders  of Common  Shares as a result  of the  transaction;  and (5) an
estimate of the fair value of the distributions. On the date of the transaction,
it if actually occurs, this Warrant and all rights hereunder shall terminate.

         11. Method of Giving Notice; Extent Required. Notices shall be given by
first class mail, postage prepaid, addressed to the Holder at the address of the

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owner appearing in the records of the Company or to the Company at its principal
office,  or at such other addresses as to which either the Holder or the Company
gives the other written notice as provided herein.

         12.  Entire  Agreement.  This  Warrant,   including  the  exhibits  and
documents  referred  to  herein  which are a part  hereof,  contain  the  entire
understanding  of the parties  hereto with respect to the subject matter and may
be amended only by a written instrument  executed by the parties hereto or their
successors or assigns.  Any paragraph  headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  of
interpretation of this Warrant.

         13. Governing Law. This Warrant is governed by,  interpreted  under and
construed in all respects in accordance with the  substantive  laws of the State
of  Texas  without  regard  to the  conflicts  of  law  provision  thereof,  and
irrespective  of the place of domicile or resident of the party. In the event of
a controversy  arising out of the interpretation,  construction,  performance or
breach of this Warrant, the parties hereby agree and consent to the jurisdiction
and venue of the United  States  District  Court for the  Northern  District  of
Texas, and further agree and consent that all personal service of process in any
such  action or  preceding  outside the State of Texas  shall be  tantamount  to
service in person in Texas.



         Witness the seal of the Company and the  signatures  of its  authorized
officers.

                                                    VoIP, INC.



                                                    By: /s/ Steven Ivester
                                                       -------------------------
                                                       Steven Ivester, President



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                                    EXHIBIT A

                          FORM OF ELECTION TO PURCHASE

         (To be  Executed  by the  Holder if He  Desires  to  Exercise  Warrants
Evidenced by the Within Warrant Certificate)

To VoIP, Inc.:

         The  undersigned   hereby   irrevocably  elects  to  exercise  Warrants
evidenced by the within  Warrant  Certificate  for, and to purchase  thereunder,
________________________  full Shares of VoIP, Inc.,  Common Stock issuable upon
exercise of said Warrants and delivery of (a) the $2.75 for each share purchased

or (b) to the  extent  permitted  by the  Warrant,  in a cashless  exercise,  as
follows; X = Y (A-B)/A

         Where:

         X = the  number of shares  of Common  Stock to be issued to the  Holder
         upon exercise of the Warrant.

         Y = the  number of shares of Common  Stock  with  respect to which this
         warrant is being exercised.

         A = the average of the closing  prices of the Common Stock for the five
         (5) Trading Days  immediately  prior to (but not including) the Date of
         Exercise.

         B = the Exercise Price.

                                                     Ebony Finance


                                                     By:________________________

                                                     Title:_____________________


TAXPAYER IDENTIFICATION NUMBER: _________________________


         If said number of Warrants  shall not be all the Warrants  evidenced by
the within  Warrant  Certificate,  the  undersigned  requests that a new Warrant
Certificate  evidencing  the  Warrants not so exercised be issued in the name of
and delivered to

_____________________________________________
    (Please Print Name and Address)

_____________________________________________

_____________________________________________


Dated:________________, 20__

Signature:___________________________________




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                                    EXHIBIT B

                               FORM OF ASSIGNMENT

         (To be  executed  by the  registered  holder  if he  desires  to assign
warrants  evidenced by the within warrant  certificate.  Any such  assignment is
subject to certain restrictions contained in the Warrant Certificate.)

         FOR  VALUE  RECEIVED  _________________________________________  hereby
sells, assigns and transfers unto ________________________  Warrants to purchase
_________  shares of Common Stock,  par value $0.001 per share,  of VoIP,  Inc.,
evidenced  by the  within  Warrant  Certificate,  and  does  hereby  irrevocably
constitute  and appoint the  Secretary  of VoIP Inc. as its attorney to transfer
the said Warrants  evidenced by the within  Warrant  Certificate on the books of
the Company, with full power of substitution.



Dated: ____________________, 20__.






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