Exhibit
      10.3

    


    CERTIFICATE
      TO SET FORTH DESIGNATIONS, VOTING POWERS,

    PREFERENCES,
      LIMITATIONS, RESTRICTIONS, AND RELATIVE

    RIGHTS
      OF SERIES A CONVERTIBLE PREFERRED STOCK, 

    $.001
      PAR VALUE PER SHARE

     

    It
      is
      hereby certified that:

    


    I. The
      name
      of the corporation is VoIP, Inc. (the "Corporation"), a Texas
      corporation.

    


    II. Set
      forth
      hereinafter is a statement of the voting powers, preferences, limitations,
      restrictions, and relative rights of shares of Series A Convertible Preferred
      Stock hereinafter designated as contained in a resolution of the Board of
      Directors of the Corporation pursuant to a provision of the Certificate of
      Incorporation of the Corporation permitting the issuance of said Series A
      Convertible Preferred Stock by resolution of the Board of
      Directors:

    


    Series
      A
      Convertible Preferred Stock, $.001 par value.

    


    1. Designation:
      Number of Shares.
      The
      designation of said series of Preferred Stock shall be Series A Convertible
      Preferred Stock (the "Series A Preferred Stock"). The number of shares of Series
      A Preferred Stock shall be 17,537,268. Each share of Series A Preferred Stock
      shall have a stated value equal to $0.50 (as adjusted for any stock dividends,
      combinations or splits with respect to such shares) (the "Stated Value"), and
      $.001 par value. The Corporation will not issue more than 17,537,268 shares
      of
      Series A Preferred Stock (“Original Issue”) and such additional shares of Series
      A Preferred Stock as may be issued in connection with the Original
      Issue.

    


    2. Dividends.

    


    The
      holders of the Series A Preferred Stock (the “Holders”) shall receive dividends
      on a fully diluted basis if any dividend is declared for the common stock of
      the
      Corporation (the “Common Stock”). The Holders of the Series A Preferred Stock
      shall not receive any preferential dividends except as set forth in Section
      7
      herein.

    


    3. Liquidation
      and Optional Redemption Rights.

    


    (a) Upon
      the
      dissolution, liquidation or winding-up of the Corporation, whether voluntary
      or
      involuntary, the Holders of the Series A Preferred Stock shall be entitled
      to
      receive, and before any payment or distribution shall be made on the Common
      Stock and/or any other class of junior stock, out of the assets of the
      Corporation available for distribution to stockholders, the Stated Value per
      share of Series A Preferred Stock and all accrued and unpaid dividends to and
      including the date of payment thereof. Upon the payment in full of all amounts
      due to Holders of the Series A Preferred Stock, the holders of the Common Stock
      of the Corporation and any other class of junior stock shall receive all
      remaining assets of the Corporation legally available for distribution. If
      the
      assets of the Corporation available for distribution to the Holders of the
      Series A Preferred Stock shall be insufficient to permit payment in full of
      the
      amounts payable as aforesaid to the Holders of Series A Preferred Stock upon
      such liquidation, dissolution or winding-up, whether voluntary or involuntary,
      then all such assets of the Corporation shall be distributed to the exclusion
      of
      the holders of shares of Common Stock and any other class of junior stock
      ratably among the Holders of the Series A Preferred Stock.


    
      
        
        

      

      
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    (b) The
      purchase or the redemption by the Corporation of shares of any class of stock,
      the merger or consolidation of the Corporation with or into any other
      corporation or corporations, or the sale or transfer by the Corporation of
      any
      material part of its assets shall be deemed to be a liquidation, dissolution
      or
      winding-up of the Corporation for the purposes of this paragraph 3 except in
      the
      event that in such transaction the Holders of Series A Preferred Stock receive
      securities of the surviving corporation having substantially similar rights
      as
      the Series A Preferred Stock and the stockholders of the Corporation immediately
      prior to such transaction are holders of at least a majority of the voting
      securities of the successor corporation immediately thereafter. This provision
      may be waived in writing by holders of 80% of the then outstanding Series A
      Preferred Stock.

    


    (c) The
      Corporation will have the option of redeeming the Obligation Amount (defined
      below) ("Optional Redemption"), in whole or in part, by paying to the Holder
      a
      sum of money equal to one hundred twenty percent (120%) of the Obligation Amount
      to be redeemed (the "Redemption Amount"). The Corporation’s election to exercise
      its right to redeem must be by notice in writing (“Notice of Redemption”) and
      made proportionately to all Holders of Series A Preferred Stock. The Notice
      of
      Redemption shall specify the date for such Optional Redemption (the "Redemption
      Payment Date"), which date shall be not less than thirty (30) business days
      after receipt of the Notice of Redemption (the "Redemption Period"). A Notice
      of
      Redemption shall not be effective with respect to any portion of the Obligation
      Amount for which the Holder has a pending election to convert pursuant to
      Section 4 hereof, or for conversions initiated or made by the Holder during
      the
      Redemption Period. On the Redemption Payment Date, the Redemption Amount, less
      any portion of the Redemption Amount against which the Holder has exercised
      its
      rights pursuant to Section 4, shall be paid in good funds to the Holder. In
      the
      event the Corporation fails to pay the Redemption Amount on the Redemption
      Payment Date as set forth herein, then such Notice of Redemption will be null
      and void. 

    


    4. Conversion
      into Common Stock.
      Holders
      of shares of Series A Preferred Stock shall have the following conversion rights
      and obligations:

    


    (a) Subject
      to the further provisions of this paragraph 4 each Holder of shares of Series
      A
      Preferred Stock shall have the right at any time commencing after the issuance
      to the Holder of Series A Preferred Stock to convert such shares, accrued and
      unpaid dividends on such shares, and any other sum owed by the Corporation
      arising from the Series A Preferred Stock or pursuant to a Subscription
      Agreement entered into by the Corporation and the Holder or Holder’s predecessor
      in connection with the issuance of Series A Preferred Stock (“Subscription
      Agreement”) (collectively “Obligation Amount”) into fully paid and
      non-assessable shares of Common Stock of the Corporation determined in
      accordance with the Conversion Price provided in paragraph 4(b) below (the
      "Conversion Price"). All issued or accrued but unpaid dividends may be converted
      at the election of the Holder simultaneously with the conversion of the
      principal amount of Stated Value of Series A Preferred Stock being
      converted.

    


    (b) The
      number of shares of Common Stock issuable upon conversion of the Obligation
      Amount shall equal the Stated Value per share being converted divided by (ii)
      the Conversion Price. The Conversion Price shall be the lesser of (i) $0.072
      or
      (ii) seventy percent (70%) of the three (3) lowest closing bid prices for the
      ten (10) days prior to the conversion, subject to adjustment as described herein
      and in the Subscription Agreement.


    
      
        
        

      

      
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    (c) Holder
      will give notice of its decision to exercise its right to convert the Series
      A
      Preferred Stock or part thereof by telecopying an executed and completed Notice
      of Conversion (a form of which is annexed as Exhibit
      A
      to the
      Certificate of Designation) to the Corporation via confirmed telecopier
      transmission or otherwise pursuant to Section 13(a) of the Subscription
      Agreement. The Holder will not be required to surrender the Series A Preferred
      Stock certificate until the Series A Preferred Stock has been fully converted.
      Each date on which a Notice of Conversion is telecopied to the Corporation
      in
      accordance with the provisions hereof shall be deemed a Conversion Date. The
      Corporation will itself or cause the Corporation’s transfer agent to transmit
      the Corporation's Common Stock certificates representing the Common Stock
      issuable upon conversion of the Series A Preferred Stock to the Holder via
      express courier for receipt by such Holder within three (3) business days after
      receipt by the Corporation of the Notice of Conversion (the "Delivery Date").
      In
      the event the Common Stock is electronically transferable, then delivery of
      the
      Common Stock must
      be made
      by electronic transfer provided request for such electronic transfer has been
      made by the Holder. A Series A Preferred Stock certificate representing the
      balance of the Series A Preferred Stock not so converted will be provided by
      the
      Corporation to the Holder if requested by Holder, provided the Holder has
      delivered the original Series A Preferred Stock certificate to the Corporation.
      To the extent that a Holder elects not to surrender Series A Preferred Stock
      for
      reissuance upon partial payment or conversion, the Holder hereby indemnifies
      the
      Corporation against any and all loss or damage attributable to a third-party
      claim in an amount in excess of the actual amount of the Stated Value of the
      Series A Preferred Stock then owned by the Holder.

    


    In
      the
      case of the exercise of the conversion rights set forth in paragraph 4(a),
      the
      conversion privilege shall be deemed to have been exercised and the shares
      of
      Common Stock issuable upon such conversion shall be deemed to have been issued
      upon the date of receipt by the Corporation of the Notice of Conversion. The
      person or entity entitled to receive Common Stock issuable upon such conversion
      shall, on the date such conversion privilege is deemed to have been exercised
      and thereafter, be treated for all purposes as the record holder of such Common
      Stock and shall on the same date cease to be treated for any purpose as the
      record Holder of such shares of Series A Preferred Stock so
      converted.

    


    Upon
      the
      conversion of any shares of Series A Preferred Stock no adjustment or payment
      shall be made with respect to such converted shares on account of any dividend
      on the Common Stock, except that the Holder of such converted shares shall
      be
      entitled to be paid any dividends declared on shares of Common Stock after
      conversion thereof.

    


    The
      Corporation shall not be required, in connection with any conversion of Series
      A
      Preferred Stock and payment of dividends on Series A Preferred Stock to issue
      a
      fraction of a share of its Series A Preferred or Common Stock, and shall instead
      deliver a stock certificate representing the next whole number.

    


    The
      Corporation and Holder may not convert that amount of the Obligation Amount
      on a
      Conversion Date in amounts that would result in the Holder having a beneficial
      ownership of Common Stock which would be in excess of the sum of (i) the number
      of shares of Common Stock beneficially owned by the Holder and its affiliates
      on
      such Conversion Date, and (ii) the number of shares of Common Stock issuable
      upon the conversion of the Obligation Amount with respect to which the
      determination of this proviso is being made on such Conversion Date, which
      would
      result in beneficial ownership by the Holder and its affiliates of more than
      4.99% of the outstanding shares of Common Stock of the Corporation. For the
      purposes of the proviso to the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject
      to
      the foregoing, the Holder shall not be limited to successive exercises which
      would result in the aggregate issuance of more than 4.99%. The Holder may revoke
      the conversion limitation described in this Paragraph, in whole or in part,
      upon
      61 days’ prior notice to the Corporation. The Holder may allocate which of the
      equity of the Corporation deemed beneficially owned by the Holder shall be
      included in the 4.99% amount described above and which shall be allocated to
      the
      excess above 4.99%. The Holder may waive the conversion limitation described
      in
      this Section in whole or in part, upon and effective after 61 days’ prior
      written notice to the Company to increase such percentage to up to
      9.99%.


    
      
        
        

      

      
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    (d) The
      Conversion Price determined pursuant to Paragraph 4(b) shall be subject to
      adjustment from time to time as follows:

    


    (i) In
      case
      the Corporation shall at any time (A) declare any dividend or distribution
      on
      its Common Stock or other securities of the Corporation other than the Series
      A
      Preferred Stock, (B) split or subdivide the outstanding Common Stock, (C)
      combine the outstanding Common Stock into a smaller number of shares, or (D)
      issue by reclassification of its Common Stock any shares or other securities
      of
      the Corporation, then in each such event the Conversion Price shall be adjusted
      proportionately so that the Holders of Series A Preferred Stock shall be
      entitled to receive the kind and number of shares or other securities of the
      Corporation which such Holders would have owned or have been entitled to receive
      after the happening of any of the events described above had such shares of
      Series A Preferred Stock been converted immediately prior to the happening
      of
      such event (or any record date with respect thereto). Such adjustment shall
      be
      made whenever any of the events listed above shall occur. An adjustment made
      to
      the Conversion Price pursuant to this paragraph 4(d)(i) shall become effective
      immediately after the effective date of the event.

    


    (ii) For
      so
      long as Series A Preferred Stock is outstanding, the Holder is granted the
      anti-dilution and price protection rights set forth in the Subscription
      Agreement and herein.

    


    (e) (i)
      In
      case of any merger of the Corporation with or into any other corporation (other
      than a merger in which the Corporation is the surviving or continuing
      corporation and which does not result in any reclassification, conversion,
      or
      change of the outstanding shares of Common Stock), then, unless the right to
      convert shares of Series A Preferred Stock shall have terminated as part of
      such
      merger, lawful provision shall be made so that Holders of Series A Preferred
      Stock shall thereafter have the right to convert each share of Series A
      Preferred Stock into the kind and amount of shares of stock and/or other
      securities or property receivable upon such merger by a Holder of the number
      of
      shares of Common Stock into which such shares of Series A Preferred Stock might
      have been converted immediately prior to such consolidation or merger. Such
      provision shall also provide for adjustments which shall be as nearly equivalent
      as may be practicable to the adjustments provided for in sub-paragraph (d)
      of
      this paragraph 4. The foregoing provisions of this paragraph 4(e) shall
      similarly apply to successive mergers.

    


    (ii) In
      case
      of any sale or conveyance to another person or entity of the property of the
      Corporation as an entirety, or substantially as an entirety, in connection
      with
      which shares or other securities or cash or other property shall be issuable,
      distributable, payable, or deliverable for outstanding shares of Common Stock,
      then, unless the right to convert such shares shall have terminated, lawful
      provision shall be made so that the Holders of Series A Preferred Stock shall
      thereafter have the right to convert each share of the Series A Preferred Stock
      into the kind and amount of shares of stock or other securities or property
      that
      shall be issuable, distributable, payable, or deliverable upon such sale or
      conveyance with respect to each share of Common Stock immediately prior to
      such
      conveyance.

    


    (f) Whenever
      the number of shares to be issued upon conversion of the Series A Preferred
      Stock is required to be adjusted as provided in this paragraph 4, the
      Corporation shall forthwith compute the adjusted number of shares to be so
      issued and prepare a certificate setting forth such adjusted conversion amount
      and the facts upon which such adjustment is based, and such certificate shall
      forthwith be filed with the Transfer Agent for the Series A Preferred Stock
      and
      the Common Stock; and the Corporation shall mail to each Holder of record of
      Series A Preferred Stock notice of such adjusted conversion price not later
      than
      the first business day after the event, giving rise to the
      adjustment.

    


    (g) In
      case
      at any time the Corporation shall propose:


    
      
        
        

      

      
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    (i) to
      pay
      any dividend or distribution payable in shares upon its Common Stock or make
      any
      distribution (other than cash dividends) to the Holders of its Common Stock;
      or

    


    (ii) to
      offer
      for subscription to the Holders of its Common Stock any additional shares of
      any
      class or any other rights; or

    


    (iii) any
      capital reorganization or reclassification of its shares or the merger of the
      Corporation with another corporation (other than a merger in which the
      Corporation is the surviving or continuing corporation and which does not result
      in any reclassification, conversion, or change of the outstanding shares of
      Common Stock); or

    


    (iv) the
      voluntary dissolution, liquidation or winding-up of the
      Corporation;

    


    then,
      and
      in any one or more of said cases, the Corporation shall cause at least fifteen
      (15) days’ prior notice of the date on which (A) the books of the Corporation
      shall close or a record be taken for such stock dividend, distribution, or
      subscription rights, or (B) such capital reorganization, reclassification,
      merger, dissolution, liquidation or winding-up shall take place, as the case
      may
      be, to be mailed to the Transfer Agent for the Series A Preferred Stock and
      for
      the Common Stock and to the Holders of record of the Series A Preferred
      Stock.

    


    (h) So
      long
      as any shares of Series A Preferred Stock or any Obligation Amount shall remain
      outstanding and the Holders thereof shall have the right to convert the same
      in
      accordance with provisions of this paragraph 4 the Corporation shall at all
      times reserve from the authorized and unissued shares of its Common Stock 125%
      of the number of shares of Common Stock that would be necessary to allow the
      conversion of the entire Obligation Amount.

    


    (i) The
      term
“Common Stock” as used in this Certificate of Designation shall mean the $.001
      par value Common Stock of the Corporation as such stock is constituted at the
      date of issuance thereof or as it may from time to time be changed, or shares
      of
      stock of any class or other securities and/or property into which the shares
      of
      Series A Preferred Stock shall at any time become convertible pursuant to the
      provisions of this paragraph 4.

    


    (j) The
      Corporation shall pay the amount of any and all issue taxes (but not income
      taxes) which may be imposed in respect of any issue or delivery of stock upon
      the conversion of any shares of Series A Preferred Stock, but all transfer
      taxes
      and income taxes that may be payable in respect of any change of ownership
      of
      Series A Preferred Stock or any rights represented thereby or of stock
      receivable upon conversion thereof shall be paid by the person or persons
      surrendering such stock for conversion.

    


    (k) In
      the
      event a Holder shall elect to convert any shares of Series A Preferred Stock
      as
      provided herein, the Corporation may not refuse conversion based on any claim
      that such Holder or any one associated or affiliated with such Holder has been
      engaged in any violation of law, or for any other reason unless, an injunction
      from a court, on notice, restraining and or enjoining conversion of all or
      part
      of said shares of Series A Preferred Stock shall have been sought and obtained
      by the Corporation or at the Corporation’s request or with the Corporation’s
      assistance and the Corporation posts a surety bond for the benefit of such
      Holder equal to 120% of the Obligation Amount sought to be converted, which
      is
      subject to the injunction, which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Holder in the event it obtains
      judgment.


    
      
        
        

      

      
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    (l) In
      addition to any other rights available to the Holder, if the Corporation fails
      to deliver to the Holder such certificate or certificates pursuant to Section
      4(c) by the Delivery Date and if within seven (7) business days after the
      Delivery Date the Holder purchases (in an open market transaction or otherwise)
      shares of Common Stock to deliver in satisfaction of a sale by such Holder
      of
      the Common Stock which the Holder anticipated receiving upon such conversion
      (a
      "Buy-In"), then the Corporation shall pay in cash to the Holder (in addition
      to
      any remedies available to or elected by the Holder) within five (5) business
      days after written notice from the Holder, the amount by which (A) the Holder's
      total purchase price (including brokerage commissions, if any) for the shares
      of
      Common Stock so purchased exceeds (B) the aggregate Stated Value of the shares
      of Series A Preferred Stock for which such conversion was not timely honored,
      together with interest thereon at a rate of 15% per annum, accruing until such
      amount and any accrued interest thereon is paid in full (which amount shall
      be
      paid as liquidated damages and not as a penalty). For example, if the Holder
      purchases shares of Common Stock having a total purchase price of $11,000 to
      cover a Buy-In with respect to an attempted conversion of $10,000 of Stated
      Value of Series A Preferred Stock, the Corporation shall be required to pay
      the
      Holder $1,000, plus interest. The Holder shall provide the Corporation written
      notice indicating the amounts payable to the Holder in respect of the
      Buy-In.

    


    (m) The
      Corporation understands that a delay in the delivery of Common Stock upon
      conversion of Preferred Stock in the form required pursuant to this Certificate
      and the Subscription Agreement after the Delivery Date could result in economic
      loss to the Holder. As compensation to the Holder for such loss, the Corporation
      agrees to pay (as liquidated damages and not as a penalty) to the Holder for
      such late issuance of Common Stock upon Conversion of the Series A Preferred
      Stock in the amount of $100 per business day after the Delivery Date for each
      $10,000 of Obligation Amount being converted of the corresponding Common stock
      which is not timely delivered. The Corporation shall pay any payments incurred
      under this section in immediately available funds upon demand. Furthermore,
      in
      addition to any other remedies which may be available to the Holder, in the
      event that the Corporation fails for any reason to effect delivery of the Common
      Stock by the Delivery Date, the Holder will be entitled to revoke all or part
      of
      the relevant Notice of Conversion or rescind all by delivery of a notice to
      such
      effect to the Corporation, whereupon the Corporation and the Holder shall each
      be restored to their respective positions immediately prior to the delivery
      of
      such notice, except that the liquidated damages described above shall be payable
      through the date notice of revocation is given to the Corporation.

    


    5. Voting
      Rights.
      The
      Holder of shares of Series A Preferred Stock shall not have voting rights except
      as described in Section 6 hereof.

    


    6. Restrictions
      and Limitations.

    


    (a) Amendments
      to Charter.
      The
      Corporation shall not amend its certificate of incorporation, other than to
      increase the number of shares of common or preferred stock that is authorized
      to
      issue or to effect a reverse split of its common stock, without the approval
      by
      the holders of at least 80% of the then outstanding shares of Series A Preferred
      Stock if such amendment would:

    


    (i) change
      the relative seniority rights of the holders of Series A Preferred Stock as
      to
      the payment of dividends in relation to the holders of any other capital stock
      of the Corporation, or create any other class or series of capital stock
      entitled to seniority as to the payment of dividends in relation to the holders
      of Series A Preferred Stock;

    


    (ii) reduce
      the amount payable to the holders of Series A Preferred Stock upon the voluntary
      or involuntary liquidation, dissolution or winding up of the Corporation, or
      change the relative seniority of the liquidation preferences of the holders
      of
      Series A Preferred Stock to the rights upon liquidation of the holders of other
      capital stock of the Corporation, or change the dividend rights of the holders
      of Series A Preferred Stock;


    
      
        
        

      

      
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    (iii) cancel
      or
      modify the conversion rights of the holders of Series A Preferred Stock provided
      for in Section 4 herein; or

    


    (iv) cancel
      or
      modify the rights of the holders of the Series A Preferred Stock provided for
      in
      this Section 6.

     

    7. Event
      of Default.
      

    


    Unless
      waived in writing by Holders of 80% of the then outstanding Series A Preferred
      Stock, the occurrence of any of the following events shall be an event of
      Default ("Event of Default") and shall, after the applicable period to cure
      the
      Event of Default, cause the preferential dividend rate described in paragraph
      2
      hereof to become 10% of the stated value per annum, from and after the
      occurrence of such event:

    (i) The
      Corporation fails to timely pay any dividend payment or the failure to timely
      pay any other sum of money due to the Holder from the Corporation.

    


    (ii) The
      Corporation breaches any material covenant, term or condition of the
      Subscription Agreement or in this Certificate of Designation.

    


    (iii) Any
      material representation or warranty of the Corporation made in the Subscription
      Agreement, or in any agreement, statement or certificate given in writing
      pursuant thereto shall prove to have been false or misleading at the time when
      made.

    


    (iv) The
      Corporation or any of its subsidiaries shall make an assignment of a substantial
      part of its property or business for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business, or such a receiver or trustee shall otherwise
      be appointed.

    


    (v) Any
      money
      judgment, confession of judgment, writ or similar process shall be entered
      against the Corporation, a subsidiary of the Corporation, or their property
      or
      other assets for more than $100,000, and is not vacated, satisfied, bonded
      or
      stayed within 45 days.

    


    (vi) Bankruptcy,
      insolvency, reorganization or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by the Corporation or if instituted against the Corporation or any
      of
      its subsidiaries, is not dismissed within 45 days.

    


    (vii) An
      order
      entered by a court of competent jurisdiction, or by the Securities and Exchange
      Commission, or by the National Association of Securities Dealers, preventing
      purchase and sale transactions in the Corporation’s Common Stock for a period of
      five or more consecutive trading days.

    


    (viii) The
      Corporation's failure to timely deliver to the Holder Common Stock or a
      replacement Preferred Stock certificate (if required) within fifteen (15)
      business days of the required delivery date.


    
      
        
        

      

      
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    (ix) Delisting
      of the Common Stock from the OTC Bulletin Board (“OTCBB”) or such other
      principal market or exchange on which the Common Stock is listed for trading,
      if
      the Common Stock is not quoted or listed on such market or exchange, or quoted
      on the automated quotation system of a national securities association or listed
      on a national securities exchange, within ten (10) trading days after such
      delisting.

    


    (x) The
      Corporation fails to reserve the amount of Common Stock required to be reserved
      pursuant to Section 4(h) hereof.

    


    (xi) A
      default
      by the Corporation of a material term, covenant, warranty or undertaking of
      any
      other agreement to which the Corporation and Holder are parties, or the
      occurrence of a material event of default under any such other agreement, in
      each case, which is not cured after any cure period.

    


    (xii) Upon
      the
      occurrence of a Change in Control. A “Change in Control” shall mean (i) the
      Corporation becoming a Subsidiary of another entity, (ii) a majority of the
      board of directors of the Corporation as of the Issue Date of Series A Preferred
      Stock or successors appointed by the board of directors having a majority
      consisting of such persons or their successors no longer serving as directors
      of
      the Corporation except due to natural causes, (iii) if any person or entity
      other
      than
      officers or directors or persons or entities beneficially owning more than
      ten
      percent (10%) or more of the voting power of outstanding capital stock of the
      Corporation as of the Issue date of Series A Preferred Stock, acquires fifty
      percent (50%) or more of the voting power of outstanding capital stock of the
      Corporation, (iv) the sale, lease or transfer of substantially all the assets
      of
      the Corporation or Subsidiaries.

    


    8. Status
      of Converted or Redeemed Stock.
      In case
      any shares of Series A Preferred Stock shall be redeemed or otherwise
      repurchased or reacquired, the shares so redeemed, converted, or reacquired
      shall resume the status of authorized but unissued shares of Preferred Stock
      and
      shall no longer be designated as Series A Preferred Stock.

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Certificate be duly executed
      by
      its undersigned officer thereunto duly authorized, this 18th
      day of
      December, 2007.

    


    
      	 	
              VoIP,
                INC.

            
	 	 	 	 
	 	
              By:

            	
              /s/Robert
                Staats

            
	 	 	
              Name:
                

            	
              Robert
                Staats

            
	 	 	
              Title:

            	
              Chief
                Accounting Officer

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    NOTICE
      OF
      CONVERSION

    


    (To
      Be
      Executed By the Registered Holder in Order to Convert the Series A Convertible
      Preferred Stock of VoIP, Inc.)

    


    The
      undersigned hereby irrevocably elects to convert $______________ of the Stated
      Value of the above Series A Convertible Preferred Stock into shares of Common
      Stock of VoIP, Inc. (the "Corporation") according to the conditions hereof,
      as
      of the date written below.

    


    Date
      of
      Conversion:__________________________________________________________________________

     

    Applicable
      Conversion Price Per
      Share:_____________________________________________________

     

    Number
      of
      Common Shares Issuable Upon This
      Conversion:____________________________________

    


    Select
      one:

    


    o   
A
      Series A Convertible Preferred Stock certificate is being delivered herewith.
      The unconverted portion of such certificate should be reissued and delivered
      to
      the undersigned.

    


    o
A
      Series A Convertible Preferred Stock
      certificate is not being delivered to VoIP, Inc.

    


    Signature:____________________________________________________________________________

    


    


    Print
      Name:__________________________________________________________________________

    


    


    Address:_____________________________________________________________________________

    


    ____________________________________________________________________________________

    


    Deliveries
      Pursuant to this Notice of Conversion Should Be Made to:

    


    ____________________________________________________________________________________

    


    ____________________________________________________________________________________

    


    ____________________________________________________________________________________

    
      

        
          
            
            

          

          
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