Exhibit
      10.6

    


    INTERCREDITOR,
      SUBORDINATION, WAIVER AND AMENDMENT AGREEMENT

    


    THIS
      INTERCREDITOR, SUBORDINATION, DEFAULT AND AMENDMENT AGREEMENT, dated as of
      December 18, 2007 (this “Agreement”),
      is by
      and among VoIP Inc. (“Borrower”),
      the
      parties identified on Schedule
      A
      hereto
      (“Secured
      Lenders”)
      the
      parties identified on Schedule
      B
      hereto
      (“SSSD
      Lenders”),
      the
      parties identified on Schedule
      C
      hereto
      (“LB
      Lenders”)
      and
      Barbara R. Mittman, in her capacity as collateral agent for the benefit of
      the
      Secured Lenders, SSSD Lenders and LB Lenders (each a “Party”
      and
      collectively the “Parties”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Secured Lenders have entered into financing arrangements with the Borrower,
      and
      such financings are secured by the assets of the Borrower and its subsidiaries
      (all such subsidiaries, collectively with the Borrower, the (“Obligors”);
      and

     

    WHEREAS,
      the Borrower, the Secured Lenders and the SSSD Lenders are parties to various
      financing, debt structuring and intercreditor agreements which set forth various
      agreements, covenants and obligations amongst the signatories
      thereto.

     

    WHEREAS,
      the Borrower, is in need of additional financing the terms of which may
      contradict the terms of previous agreements or require the consent and waiver
      of
      the parties to the previous agreements.

     

    NOW
      THEREFORE, in consideration of the mutual benefits accruing to Secured Lenders,
      SSSD Lenders, LB Lenders, Borrower and Obligors, for good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto do hereby agree as follows:

     

    1. DEFINITIONS.

    


    As
      used
      in this Agreement, the following terms shall have the meanings ascribed to
      them
      below:

     

    “Cedar
      Debt” means
      indebtedness owed by the Borrower to some of the Secured lenders as identified
      on Schedule 2.1 to the September Intercreditor Agreement.

     

    “Collateral”
means
      all of the items defined and identified as “Collateral”
in
      the
      Secured Lender’s Transaction Documents.

     

    “Collateral
      Documents”
means
      all agreements, instruments and other documents giving rise, governing and
      evidencing the rights and obligations with respect to the Liens of the Secured
      Lenders, SSSD Lenders and LB Lenders in the Collateral.

     

    “Debt”
and/or
      “Obligations”
means
      all debt and obligations of the Obligors to the Secured Lenders, SSSD Lenders
      and LB Lenders.

     

    “December
      Financing”
means
      all agreements, instruments and other documents that Borrower and LB Lenders
      entered into on or about the date of this Agreement in connection with the
      transactions in which a total of up to $3,010,347.60 in Principal Amount
      Convertible Notes (the “December
      Notes”)
      will
      be issued by Borrower to the LB Lenders, commencing on or about the date of
      this
      Agreement.

     

    
      
         

        


        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “Insolvency
      Proceeding”
means,
      as to any Obligor, any of the following, occurring after the date hereof:
      (i)
      any case
      or proceeding with respect to such Obligor under the U.S. Bankruptcy Code,
      any
      other federal, state or provincial bankruptcy, insolvency, reorganization or
      other law affecting creditors’ rights generally or any other or similar
      proceedings of any other jurisdiction or otherwise seeking any stay,
      reorganization, arrangement, liquidation, dissolution, composition or
      readjustment of the obligations and indebtedness of such Obligor, or
      (ii)
      any
      proceeding seeking the appointment of any receiver, administrative receiver,
      receiver and manager, examiner, judicial custodian, trustee, liquidator,
      official manager, administrator or similar official for any Obligor or any
      material part of its properties, or (iii)
      any
      proceedings for liquidation, dissolution or other winding up of the business
      of
      such Obligor, or (iv)
      the sale
      of all or substantially all of the assets or capital stock of such Obligor,
      or
      (v)
      any
      assignment for the benefit of creditors or any marshaling of assets of such
      Obligor.

     

    “Lien”
means
      any mortgage, deed of trust, pledge, hypothecation, assignment, deposit
      arrangement, security interest, encumbrance (including, but not limited to,
      easements, rights of way and the like), lien (statutory or other), security
      agreement or transfer intended as security, including without limitation, any
      conditional sale or other title retention agreement, the interest of a lessor
      under a capital lease or any financing lease having substantially the same
      economic effect as any of the foregoing.

     

    “Lockbox”
means
      the trust account opened pursuant to the Lockbox Agreement.

     

    “Lockbox
      Agreement”
means
      the Loan Agreement entered into among the Borrower, Escrow Agent and the LB
      Lenders dated and entered into as of the same debate as this
      Agreement.

     

    “Lockbox
      Funds”
means
      t
      all funds deposited in the Lockbox.

     

    “Lockbox
      Debt”
or
      “Lockbox
      Notes”
means
      the obligations of the Obligors to the holders of the notes issued in the
      December Financing and the additional notes described in Schedule
      2.1.

     

     “Secured
      Debt”
means
      all indebtedness of the Obligors to the Secured Lenders other than the Lockbox
      Debt, Super Senior Secured Debt and the Cedar Debt.

     

    “Secured
      Lenders Transaction
      Documents”
means
      all agreements, instruments and other documents that Borrower and/or Secured
      Lenders entered into on or about July 5, 2005, January 6, 2006, February 2,
      2006, October 14, 2006, February 1, 2007, February 16, 2007, April 6, 2007,
      July
      27, 2007, September 12, 2007 and the December Financing, respectively, and
      all
      Transaction document as defined in such agreements, instruments and other
      documents together with all documents related thereto, as may have been
      amended.

     

    “September
      Intercreditor Agreement”
shall
      mean the Intercreditor, Subordination, Default Waiver and Assignment Agreement
      among the Borrower and the other signatories thereto dated September 12,
      2007.

     

    “Super
      Senior Secured Debt”
shall
      have the meaning ascribed to it in the September Intercreditor
      Agreement.

     

    
      
         

        


        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. CLASSIFICATIONS
      OF VOIP’S OBLIGATIONS.

    


    2.1 Lockbox
      Debt.
      Schedule
      2.1
      sets
      forth the additional notes that are to be included with the December Notes
      being
      classified as Lockbox Debt.

    


    2.2 Super
      Senior Secured Debt.
      In
      addition to the notes defined as Super Senior Secured Debt pursuant to the
      September Intercreditor Agreement, the notes listed on Schedule
      2.2
      shall be
      deemed part of the Super Senior Secured Debt.

    


    2.3 Any
      note
      may be classified as both Lockbox Debt and Super Senior Secured
      Debt.

    


    3. SECURITY
      INTERESTS; PRIORITIES; REMEDIES.

    


    3.1 Priority
      of Liens.
      

     

    a) Notwithstanding
      the order or time of attachment, or the order, time or manner of perfection,
      or
      the order or time of filing or recordation of any document or instrument, or
      other method of perfecting a security interest in favor of each secured creditor
      in any Collateral, and notwithstanding any conflicting terms or conditions
      which
      may be contained in any of the Collateral Documents the Liens upon the first
      $1,200,000 in the Lockbox securing the Super Senior Secured Debt have and shall
      have priority over the Liens upon the Collateral securing the Lockbox debt,
      Cedar Debt and the Secured Debt.

     

    b) Notwithstanding
      the order or time of attachment, or the order, time or manner of perfection,
      or
      the order or time of filing or recordation of any document or instrument, or
      other method of perfecting a security interest in favor of each secured creditor
      in any Collateral, and notwithstanding any conflicting terms or conditions
      which
      may be contained in any of the Collateral Documents, the Liens upon the Lockbox
      Funds securing the Lockbox Debt, except as set forth in Section 3.1(a)of this
      Agreement, have and shall have priority over the Liens upon the Lockbox Funds
      securing the Super Senior Secured Debt, the Cedar Debt and the Secured Debt.
      In
      the event that upon the complete liquidation of Lockbox Funds there remains
      Lockbox Debt not satisfied, all such remaining Lockbox Debt shall be
      reclassified as Secured Debt.

     

    c) Notwithstanding
      the order or time of attachment, or the order, time or manner of perfection,
      or
      the order or time of filing or recordation of any document or instrument, or
      other method of perfecting a security interest in favor of each secured creditor
      in any Collateral, and notwithstanding any conflicting terms or conditions
      which
      may be contained in any of the Collateral Documents, and except as set forth
      in
      Section 3.1(a) and 3.1(b) of this Agreement, the Liens upon the Collateral
      securing the Super Senior Secured Debt have and shall have priority over the
      Liens upon the Collateral securing the Cedar Debt and the Secured
      Debt.

     

    d) Notwithstanding
      the order or time of attachment, or the order, time or manner of perfection,
      or
      the order or time of filing or recordation of any document or instrument, or
      other method of perfecting a security interest in favor of each secured creditor
      in any Collateral, and notwithstanding any conflicting terms or conditions
      which
      may be contained in any of the Collateral Documents, the Liens upon the
      Collateral securing the Cedar Debt have and shall have priority over the Liens
      upon the Collateral securing the Secured Debt.

     

    3.2 All
      distribution proceeds of the Collateral shall be made in accordance with the
      priorities set forth in Section 3.1 above.: 

     

    
      
        
 

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.3 Priorities
      Unaffected by Action or Inaction.
      The
      Lien priorities provided in Section
      3.1 shall
      not
      be altered or otherwise affected by any amendment, modification, supplement,
      extension, renewal, restatement, replacement or refinancing of either the
      Secured Lenders Debt, Cedar Debt or the Super Senior Secured Debt, nor by any
      action or inaction which any secured creditor may take or fail to take in
      respect of the Collateral.

     

    3.4 Rights
      of Third Parties; No Contest of Lien.
      Each
      secured creditor shall be solely responsible for perfecting and maintaining
      the
      perfection of its Lien in and to each item constituting the Collateral in which
      such secured creditor has been granted a Lien. The foregoing provisions of
      this
      Agreement are intended solely to govern the respective lien priorities as
      between the secured creditor sand shall not impose on any secured creditor
      any
      obligations in respect of the disposition of proceeds of foreclosure on any
      Collateral which would conflict with prior perfected claims therein in favor
      of
      any other person or any order or decree of any court or other governmental
      authority or any applicable law. Each secured creditor agrees that it will
      not
      contest the validity, perfection, priority or enforceability of the Liens upon
      the Collateral of Secured Lenders or Assignees, as the case may be, and that
      as
      between Secured Lenders, on the one hand, and Assignees, on the other, the
      terms
      of this Agreement shall govern even if part or all of the Secured Lenders Debt
      or Super Senior Secured Debt or the Liens securing payment and performance
      thereof are avoided, disallowed, set aside or otherwise invalidated in any
      judicial proceeding or otherwise.

     

    3.5 Right
      to Enforce Agreements.
      Subject
      to the terms and conditions set forth in this Agreement, the Collateral Agent
      on
      behalf of the Secured Lenders and Assignees shall manage, perform and enforce
      the terms of the Collateral Documents with respect to the Collateral, to
      exercise and enforce all privileges and rights there under according to
      Collateral Agent’s discretion and the exercise of Collateral Agent’s business
      judgment; provided,
      however,
      all
      proceeds arising from the sale or other disposition of such Collateral shall
      be
      applied as set forth in Section 3.1. For the avoidance of doubt, no amount
      of
      Collateral proceeds collected by or on behalf of Secured Lenders that is
      ultimately used to satisfy the Super Senior Secured Debt shall result in a
      reduction of the Secured Lenders Debt or the obligations of the Obligors to
      repay the Secured Lenders Debt in full.

     

    3.6 Supersedence.
      The
      terms, provisions and priorities set forth in this Agreement shall supersede
      any
      term or provision of the September Intercreditor Agreement.

     

    4. [LEFT
      INTENTIONALLY BLANK].

    


    5. WAIVERS
      and AMENDMENTS.

    


    5.1 Additional
      Negative Covenants.
      Pursuant to Section 9(p) of the Subscription Agreement dated February 16, 2007
      between the Borrower and Secured Lenders and any such other substantially
      similar provision contained in the Secured Lenders Transaction Documents, the
      Borrower is prohibited from creating, incurring, assigning, or suffering to
      exist any security interest or pledges. The Secured Lenders each waive such
      prohibition and consent solely to the Borrower entering into this Agreement
      and
      the December Financing.

    


    5.2  Right
      of First Refusal.
      The
      Secured Lenders each possess a right of first refusal with respect to any sale
      of securities by the Borrower pursuant to Section 12(a) of the Subscription
      Agreement dated January 6, 2006 between Borrower and Secured Lenders and any
      such substantially similar provision contained in the Secured Lenders
      Transaction Documents. In connection with this Agreement the December Financing,
      the Secured Lenders hereby agree to waive such right of first
      refusal.


    
      
        
 

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.3 Offering
      Restrictions.
      Pursuant to Section 12(b) of the Subscription Agreement dated January 6, 2006
      between Borrower and Secured Lenders and any such other substantially similar
      provision contained in the Secured Lenders Transaction Documents, the Borrower
      is prohibited from entering into any agreement to issue any equity, convertible
      debt or other securities convertible into common stock or equity of the Borrower
      nor modify any of the foregoing. The Secured Lenders each waive such prohibition
      solely in connection with this Agreement and the December
      Financing.

    


    5.4 December
      Financing Security.
      The
      Secured Lenders acknowledge and agree that the obligations of the Borrower
      pursuant to the December Financing shall be secured in accordance with the
      priorities set forth in Section 3.1 of this Agreement.

    


    6. MISCELLANEOUS.

    


    6.1 Successors
      and Assigns.
      This
      Agreement shall be binding upon, and inure to the benefit of, the successors
      and
      permitted assigns of the Parties. Neither party hereto may assign or permit
      the
      assignment of its obligations without first requiring the assignee of such
      obligation to assume such assigning party’s rights and obligations under this
      Agreement. Except as required by the preceding sentence, neither party may
      assign its rights or obligations under this Agreement without the other party’s
      prior written consent. 

     

    6.2
       Insolvency.
      This
      Agreement shall be applicable both before and after any Insolvency Proceeding
      by
      or against any Obligor and all converted or succeeding cases in respect thereof,
      and all references herein to any Obligor shall be deemed to apply to an agent
      for such Obligor or any Obligor as debtor-in-possession. The relative rights
      of
      Secured Lenders, on the one hand, and Assignees, on the other, to repayment
      of
      the Secured Lenders Debt and the Super Senior Secured Debt, respectively, and
      in
      or to any distributions from or in respect of any Obligor or any Collateral
      or
      proceeds of Collateral, shall continue after the filing thereof on the same
      basis as prior to the date of the petition, subject to any court order approving
      the financing of, or use of cash collateral by, any Obligor as
      debtor-in-possession.

     

    6.3 Bailee
      for Perfection; Delivery of Proceeds.
      Each
      secured creditor hereby appoints the others as agent for the purposes of
      perfecting their respective Liens in and on any of the Collateral; provided
      that
      no
      secured creditor shall have any duty or liability to protect or preserve any
      rights pertaining to any of the Collateral and, except for gross negligence
      or
      willful misconduct as determined pursuant to a final non-appealable order of
      a
      court of competent jurisdiction, each secured creditor hereby waives, and
      releases the other secured creditors from, all claims and liabilities arising
      pursuant to the other’s role as bailee with respect to the Collateral.


     

    6.4 Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      (a)
      This Agreement shall be governed by and construed under the laws of the State
      of
      New York applicable to contracts made and to be performed entirely within the
      State of New York. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the State and County
      of
      New York for the adjudication of any dispute hereunder or in connection herewith
      or therewith or with any transaction contemplated hereby or thereby, and hereby
      irrevocably waives, and agrees not to assert in any suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of any such
      court, that such suit, action or proceeding is brought in an inconvenient forum
      or that the venue of such suit, action or proceeding is improper. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law.

     

    
      
        
 

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)
      EACH
      PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY
      THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
      DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY
      AND
      UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
      RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND
      ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
      THE
      EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY
      UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD
      AN
      OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT,
      (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY
      HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATIONS IN THIS SECTION
      6.4(b).

    


    6.5
       Injunctive
      Relief.
      Each
      Party acknowledges and agrees that a breach by it of its obligations hereunder
      will cause irreparable harm to the other and that the remedy or remedies at
      law
      for any such breach will be inadequate and agrees, in the event of any such
      breach, in addition to all other available remedies, the non-breaching party
      shall be entitled to an injunction restraining any breach and requiring
      immediate and specific performance of such obligations without the necessity
      of
      showing economic loss or the posting of any bond.

    


    6.6 Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided
      that in
      such case the parties shall negotiate in good faith to replace such provision
      with a new provision which is not illegal, unenforceable or void, as long as
      such new provision does not materially change the economic benefits of this
      Agreement to the parties.

    


    6.7
       Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, and all of which together shall constitute one and the
      same
      instrument. This Agreement may be executed and delivered by facsimile
      transmission.

     

    6.8 Notices.
      Any
      notice, demand or request required or permitted to be given by the respective
      parties hereto pursuant to the terms of this Agreement shall be in writing
      and
      shall be deemed delivered (i) when delivered personally or by verifiable
      facsimile transmission, unless such delivery is made on a day that is not a
      Business Day, in which case such delivery will be deemed to be made on the
      next
      succeeding Business Day, (ii) on the next Business Day after timely delivery
      to
      an overnight courier and (iii) on the Business Day actually received if
      deposited in the U.S. mail (certified or registered mail, return receipt
      requested, postage prepaid), addressed as follows:

     

    
      	
              To
                Borrower or Obligors:

            	
              VoIP,
                Inc.

            
	 	
              151
                So. Wymore Road, Suite 3000

            
	 	
              Altamonte
                Springs, FL 32714

            
	 	
              Attn:
                Anthony Cataldo, CEO

            
	 	
              Fax:
                (407) 389-3233

            
	 	 
	
              With
                a copy by telecopier only to:

            	 
	 	
              Sichenzia
                Ross Friedman Ference LLP

            
	 	
              61
                Broadway, 32nd Floor

            
	 	
              New
                York, NY 10006

            
	 	
              Attn:
                Marc Ross, Esq.

            
	 	
              Fax:
                (212) 930-9725

            
	 	 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              To
                Collateral Agent:

            	
              Barbara
                R. Mittman, Esq.

            
	 	
              551
                Fifth Avenue, Suite 1601

            
	 	
              New
                York, New York 10176

            
	 	
              Fax:
                (212) 697-3575

            
	 	 
	
              To
                Secured Lenders:

            	
              To
                the addresses and facsimile numbers listed on Schedule A
                hereto.

            
	 	 
	
              To
                SSSD Lenders:

            	
              To
                the addresses and facsimile numbers listed on Schedule B
                hereto.

            
	 	 
	
              To
                LB Lenders:

            	
              To
                the addresses and facsimile numbers listed on Schedule C
                hereto.

            


    

     

    
      
        	
                If
                  to Secured Lenders, SSSD

              	 
	
                Lenders,
                  LB Lenders, or

              	 
	
                Collateral
                  Agent, with a Copy to:

              	 
	 	
                Grushko
                  & Mittman, P.C.

              
	 	
                551
                  Fifth Avenue, Suite 1601

              
	 	
                New
                  York, New York 10176

              
	 	
                Attention:
                  Eliezer Drew, Esq.

              
	 	
                Fax:
                  (212) 697-3575

              


      

Any
      Party
      may change the address(es) to which all notices, requests and other
      communications are to be sent by giving written notice of such address change
      to
      the other Parties in conformity with this Section
      6.8,
      but
      such change shall not be effective until notice of such change has been received
      by the other Party.

     

    6.9 Entire
      Agreement; Amendments.
      This
      Agreement constitutes the entire agreement between the parties with regard
      to
      the subject matter hereof and thereof, superseding all prior agreements or
      understandings, whether written or oral, between or among the parties. No
      amendment, modification or other change to this Agreement or waiver of any
      agreement or other obligation of the parties under this Agreement may be made
      or
      given unless such amendment, modification or waiver is set forth in writing
      and
      is signed by  Assignors
      and Secured Lenders.
      Any
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.
      

    
      
         

        


        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.10 OMNIBUS
      APPROVAL. BY
      SIGNING THIS AGREEMENT EACH PARTY HEREBY AGREES TO, RATIFIES AND ACKNOWLEDGES
      ALL THE TERMS, WAIVERS AND MODIFICATIONS HEREIN.

     

    6.11 Headings.
      The
      headings used in this Agreement are used for convenience only and are not to
      be
      considered in construing or interpreting this Agreement. 

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      as
      of the day and year first above written.

     

    SECURED
      LENDERS

    


    
      	
              ________________________________________

            
	
              ALPHA
                CAPITAL ANSTALT f/k/a ALPHA CAPITAL AKTIENGESELLSCHAFT

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              BRIO
                CAPITAL L.P.

            	
              BRISTOL
                INVESTMENT FUND, LTD.

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              CENTURION
                MICROCAP, L.P.

            	
              CHESTNUT
                RIDGE PARTNERS LP

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              DKR
                SOUNDSHORE OASIS HOLDING FUND LTD.

            	
              CMS
                CAPITAL

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              DOUBLE
                U MASTER FUND L.P.

            	
              ELLIS
                INTERNATIONAL LTD.

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              GRUSHKO
                & MITTMAN, P.C.

            	
              IROQUOIS
                CAPITAL

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              OSHER
                CAPITAL INC.

            	
              PLATINUM
                LONG TERM GROWTH II INC.

            
	 	 
	
              _______________________________________

            	
              _______________________________________

            
	
              STONESTREET
                LIMITED PARTNERSHIP

            	
              WHALEHAVEN
                CAPITAL FUND LTD.

            


    

     

    
      
        
 

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    SSSD
      LENDERS

    


    
      	
              ALPHA
                CAPITAL ANSTALT 

            	
              BRISTOL
                INVESTMENT FUND, LTD.

            
	 	 
	
              By:________________________________

            	
              By:____________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 	 
	
              CENTURION
                MICROCAP L.P.

            	
              ELLIS
                INTERNATIONAL, LTD.

            
	 	 
	
              By:________________________________

            	
              By:____________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 	 
	
              WHALEHAVEN
                CAPITAL FUND, LTD

            	 
	 	 
	
              By:________________________________

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    LB
      LENDERS

    


    
      	
              ________________________________________

            
	
              ALPHA
                CAPITAL ANSTALT f/k/a ALPHA CAPITAL AKTIENGESELLSCHAFT

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              BRIO
                CAPITAL L.P.

            	
              BRISTOL
                INVESTMENT FUND, LTD.

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              CENTURION
                MICROCAP, L.P.

            	
              CHESTNUT
                RIDGE PARTNERS LP

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              GRUSHKO
                & MITTMAN, P.C.

            	
              CMS
                CAPITAL

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              DOUBLE
                U MASTER FUND L.P.

            	
              ELLIS
                INTERNATIONAL LTD.

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              OSHER
                CAPITAL INC.

            	
              PLATINUM
                LONG TERM GROWTH II INC.

            
	 	 
	
              _______________________________________

            	 
	
              WHALEHAVEN
                CAPITAL FUND LTD.

            	 


    

     

    
      
        
 

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    COLLATERAL
      AGENT

     

    Pursuant
      to the Joint Instructions of the Secured Lenders, Barbara R. Mittman, as
      collateral agent under the Security Agreements, dated on or about July 5, 2005,
      January 6, 2006, February 2, 2006, October 14, 2006, February 16, 2007, April
      6,
      2007, and July 27, 2007, as amended, securing the Obligations of VoIP Inc.
      and
      its subsidiaries under the Security Agreements and all documents in connection
      therewith, as amended, hereby acknowledges this Agreement.

    


    BARBARA
      R. MITTMAN as Collateral Agent

    


    _______________________________________

    


    [Signatures
      continued on next page]


    
      
         

        


        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    BORROWER
      

    


    VOIP
      INC.

    ______________________________

    Name:
      Anthony Cataldo

    Title:
      CEO

    


    OBLIGORS

    


    
      	
              VOIP
                INC.

            	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Anthony Cataldo

            	 
	
              Title:
                CEO

            	 
	 	 
	
              VOIPSOLUTIONS

            	
              EGLOBALPHONE

            
	
              a
                Florida corporation

            	
              a
                Florida corporation

            
	 	 
	
              ______________________________
                

            	
              ______________________________

            
	
              Name:
                Anthony Cataldo

            	
              Name:
                Anthony Cataldo

            
	
              Title:
                CEO

            	
              Title:
                CEO

            
	 	 
	
              CAERUS,
                INC

            	
              VOX
                CONSULTING GROUP, INC.

            
	
              a
                Delaware corporation

            	
              a
                Florida corporation

            
	 	 
	
              ______________________________
                

            	
              ______________________________

            
	
              Name:
                Anthony Cataldo

            	
              Name:
                Anthony Cataldo

            
	
              Title:
                CEO

            	
              Title:
                CEO

            
	 	 
	
              VCG
                TECHNOLOGIES

            	
              VOLO
                COMMUNICATIONS, INC.

            
	
              a
                Florida corporation

            	
              a
                Delaware corporation

            
	 	 
	
              ______________________________
                

            	
              ______________________________

            
	
              Name:
                Anthony Cataldo

            	
              Name:
                Anthony Cataldo

            
	
              Title:
                CEO

            	
              Title:
                CEO

            
	 	 
	
              CAERUS
                BILLING, INC.

            	
              CAERUS
                NETWORKS, INC.

            
	
              a
                Delaware corporation

            	
              a
                Delaware corporation

            
	 	 
	
              ______________________________
                

            	
              ______________________________

            
	
              Name:
                Anthony Cataldo

            	
              Name:
                Anthony Cataldo

            
	
              Title:
                CEO

            	
              Title:
                CEO

            
	 	 
	
              VOICEONE
                COMMUNICATIONS, LLC

            	
              VOIP
                ACQUISITION COMPANY

            
	
              a
                Delaware Limited Liability corporation

            	
              a
                Delaware corporation

            
	 	 
	
              ______________________________
                

            	
              ______________________________

            
	
              Name:
                Anthony Cataldo

            	
              Name:
                Anthony Cataldo

            
	
              Title:
                CEO

            	
              Title:
                CEO

            


    

     

    
      
        
 

        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    JOINT
      INSTRUCTIONS TO COLLATERAL AGENT

    


    Each
      of
      the undersigned understands, approves and authorizes the execution of the
      Intercreditor, Subordination, Waiver and Amendment Agreement (the “Agreement”)
      and instructs Barbara R. Mittman as Collateral Agent for the Secured Lenders
      to
      execute the Agreement and further instructs the Collateral Agent to take all
      action necessary to effectuate the intentions of the Parties thereto. Each
      of
      the undersigned specifically acknowledges that upon the execution of the
      Agreement, the rights of the Collateral Agent and the rights of the undersigned
      will modified and amended as described therein. Any Collateral or proceeds
      thereof, which the Collateral Agent receives shall be remitted in accordance
      with the terms of the Agreement.

    


    SECURED
      LENDERS

    


    
      	
              ________________________________________

            
	
              ALPHA
                CAPITAL ANSTALT f/k/a ALPHA CAPITAL AKTIENGESELLSCHAFT

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              BRIO
                CAPITAL L.P.

            	
              BRISTOL
                INVESTMENT FUND, LTD.

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              CENTURION
                MICROCAP, L.P.

            	
              CHESTNUT
                RIDGE PARTNERS LP

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              DKR
                SOUNDSHORE OASIS HOLDING FUND LTD.

            	
              CMS
                CAPITAL

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              DOUBLE
                U MASTER FUND L.P.

            	
              ELLIS
                INTERNATIONAL LTD.

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              GRUSHKO
                & MITTMAN, P.C.

            	
              IROQUOIS
                CAPITAL

            
	 	 
	
              ________________________________________

            	
              _______________________________________

            
	
              OSHER
                CAPITAL INC.

            	
              PLATINUM
                LONG TERM GROWTH I INC.

            
	 	 
	
              _______________________________________

            	
              _______________________________________

            
	
              STONESTREET
                LIMITED PARTNERSHIP

            	
              WHALEHAVEN
                CAPITAL FUND LTD.

            


    

     

    
      
        
 

        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF SCHEDULES
      AND EXHIBITS

    


    
      	
              Schedule
                A

            	
              List
                of Secured Lenders with contact information

            
	
              Schedule
                B

            	
              List
                of SSSD Lenders with contact information

            
	
              Schedule
                C

            	
              List
                of LB Lenders with contact information

            
	
              Schedule
                2.1

            	
              Table
                of additional Lockbox Notes

            
	
              Schedule
                2.2

            	
              Table
                of additional Super Senior Secured
                Notes

            


    

    


    SCHEDULE
      A

    


    
      	
              Alpha
                Capital Anstalt

            	
              Ellis
                International Ltd.

            
	
              Pradafant
                7

            	
              53rd
                Street Urbanizacion Obarrio

            
	
              9490
                Furstentums

            	
              Swiss
                Tower, 16th Floor, Panama

            
	
              Vaduz,
                Lichtenstein

            	
              Republic
                of Panama

            
	
              Fax:
                ***

            	
              ***

            
	 	 
	
              Brio
                Capital, L.P.

            	
              Grushko
                & Mittman, P.C.

            
	
              523
                Albermale Road

            	
              551
                Fifth Avenue, Suite 1601

            
	
              Cedarhurst,
                NY 11516

            	
              New
                York, New York 10176

            
	
              Fax:
                ***

            	
              Fax:
                ***

            
	 	 
	
              Bristol
                Investment Fund, Ltd.

            	
              Iroquois
                Capital

            
	
              c/o
                Bristol Capital Advisers, LLC

            	
              641
                Lexington Avenue, 26th Floor

            
	
              10990
                Wilshire Boulevard, Suite 1410

            	
              New
                York, NY 10022

            
	
              Los
                Angeles, California 90024

            	
              ***

            
	
              Fax:
                ***

            	 
	 	
              Osher
                Capital

            
	
              Centurion
                Microcap, L.P.

            	
              5
                Sansberry Lane

            
	
              3014
                Avenue L

            	
              Spring
                Valley, NY 10977

            
	
              Brooklyn,
                NY 11210

            	
              ***

            
	
              Fax:
                ***

            	 
	 	
              Platinum
                Long term Growth II, Inc.

            
	
              Chestnut
                Ridge Partners, L.P.

            	
              152
                West 57th Street

            
	
              50
                Tice Boulevard

            	
              New
                York, NY 10019

            
	
              Woodcliff
                Lake, NJ 07677

            	
              ***

            
	
              Fax:
                ***

            	 
	 	
              Stonestreet
                Limited Partnership

            
	
              CMS
                Capital

            	
              33
                Prince Arthur Avenue

            
	
              9612
                Van Nuys Boulevard, Suite 108

            	
              Toronto
                Ont. M5K 1B2

            
	
              Panorama
                City, CA 91402

            	
              Canada

            
	
              ***

            	
              ***

            
	 	 
	
              DKR
                Soundshore Oasis Holding Fund, Ltd.

            	
              Whalehaven
                Capital Fund Limited

            
	
              c/o
                DKR Capital Partners, L.P.

            	
              c/o
                FWS Capital Ltd.

            
	
              1281
                East Main Street

            	
              3rd
                Floor, 14 Par-Laville Road

            
	
              Stamford
                CT 06902

            	
              Hamilton,
                Bermuda HM08

            
	
              ***

            	
              Fax:
                ***

            
	 	 
	
              Double
                U Master Fund, L.P.

            	 
	
              c/o
                Navigator Management, Ltd.

            	 
	
              Harbor
                House, Waterfront Drive, P.O Box 972

            	 
	
              Road
                Town BVI

            	 
	
              ***

            	 
	 	 


    

     

    
      
        
 

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    Schedule
      B

    


    
      	
              Alpha
                Capital Anstalt

            	
              Ellis
                International Ltd.

            
	
              Pradafant
                7

            	
              53rd
                Street Urbanizacion Obarrio

            
	
              9490
                Furstentums

            	
              Swiss
                Tower, 16th Floor, Panama

            
	
              Vaduz,
                Lichtenstein

            	
              Republic
                of Panama

            
	
              Fax:
                ***

            	
              ***

            
	 	 
	
              Bristol
                Investment Fund, Ltd.

            	
              Whalehaven
                Capital Fund Limited

            
	
              c/o
                Bristol Capital Advisers, LLC

            	
              c/o
                FWS Capital Ltd.

            
	
              10990
                Wilshire Boulevard, Suite 1410

            	
              3rd
                Floor, 14 Par-Laville Road

            
	
              Los
                Angeles, California 90024

            	
              Hamilton,
                Bermuda HM08

            
	
              Fax:
                ***

            	
              Fax:
                ***

            
	 	 
	
              Centurion
                Microcap, L.P.

            	 
	
              3014
                Avenue L

            	 
	
              Brooklyn,
                NY 11210

            	 
	
              Fax:
                ***

            	 


    

     

    
      
        
 

        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Schedule
      C

    


    
      	
              Alpha
                Capital Anstalt

            	
              Double
                U Master Fund, L.P.

            
	
              Pradafant
                7

            	
              c/o
                Navigator Management, Ltd.

            
	
              9490
                Furstentums

            	
              Harbor
                House, Waterfront Drive, P.O Box 972

            
	
              Vaduz,
                Lichtenstein

            	
              Road
                Town BVI

            
	
              Fax:
                ***

            	
              ***

            
	 	 
	
              Brio
                Capital, L.P.

            	
              Ellis
                International Ltd.

            
	
              523
                Albermale Road

            	
              53rd
                Street Urbanizacion Obarrio

            
	
              Cedarhurst,
                NY 11516

            	
              Swiss
                Tower, 16th Floor, Panama

            
	
              Fax:
                ***

            	
              Republic
                of Panama

            
	 	
              ***

            
	
              Bristol
                Investment Fund, Ltd.

            	 
	
              c/o
                Bristol Capital Advisers, LLC

            	
              Grushko
                & Mittman, P.C.

            
	
              10990
                Wilshire Boulevard, Suite 1410

            	
              551
                Fifth Avenue, Suite 1601

            
	
              Los
                Angeles, California 90024

            	
              New
                York, New York 10176

            
	
              Fax:
                ***

            	
              Fax:
                ***

            
	 	 
	
              Centurion
                Microcap, L.P.

            	
              Osher
                Capital

            
	
              3014
                Avenue L

            	
              5
                Sansberry Lane

            
	
              Brooklyn,
                NY 11210

            	
              Spring
                Valley, NY 10977

            
	
              Fax:
                ***

            	
              ***

            
	 	 
	
              Chestnut
                Ridge Partners, L.P.

            	
              Platinum
                Long term Growth II, Inc.

            
	
              50
                Tice Boulevard

            	
              152
                West 57th Street

            
	
              Woodcliff
                Lake, NJ 07677

            	
              New
                York, NY 10019

            
	
              Fax:
                ***

            	
              ***

            
	 	 
	
              CMS
                Capital

            	
              Whalehaven
                Capital Fund Limited

            
	
              9612
                Van Nuys Boulevard, Suite 108

            	
              c/o
                FWS Capital Ltd.

            
	
              Panorama
                City, CA 91402

            	
              3rd
                Floor, 14 Par-Laville Road

            
	
              ***

            	
              Hamilton,
                Bermuda HM08

            
	 	
              Fax:
                ***

            


    

     

    
      
         

        


        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Schedule
      2.1

     

    
      
        	
                Additional
                  Notes issued by VoIP obtaining complete or partial 

                Lockbox
                  Debt Status

              
	
                Holder

              	 	
                Date

              	 	
                Principal
                  Amount of Note obtaining 

                Super
                  Senior Secured Status

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    
      
        
 

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    Schedule
      2.2

     

    
      
        	
                Additional
                  Notes issued by VoIP obtaining complete or partial 

                Super
                  Senior Secured Status

              
	
                Holder

              	 	
                Date

              	 	
                Principal
                  Amount of Note obtaining 

                Super
                  Senior Secured Status

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    
      
        
 

        
        

      

      
        17