Exhibit
      10.2

    


    THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO VOIP INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    
      	
              Principal Amount $

            	 	 	
              Issue
                Date: December 18, 2007

            
	
              Purchase Price $

            	 	 	 


       

    

    SECURED
      CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, VOIP INC., a Texas corporation (hereinafter called “Borrower”), hereby
      promises to pay to _________________________________________,
      _________________________________________________________________ (the “Holder”)
      or order, without demand, the sum of _________________________________________
      Dollars ($__________), on June 18, 2008 (the “Maturity Date”), if not retired
      sooner.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower and the Holder, dated of even date herewith (the “Subscription
      Agreement”), and shall be governed by the terms of such Subscription Agreement.
      Unless otherwise separately defined herein, all capitalized terms used in this
      Note shall have the same meaning as is set forth in the Subscription Agreement.
      The following terms shall apply to this Note:

    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Payment
      Grace Period.
      The
      Borrower shall have a ten (10) day grace period to pay any monetary amounts
      due
      under this Note, after which grace period and during the pendency of any other
      Event of Default (as defined below) a default interest rate of fifteen percent
      (15%) per annum shall apply to the amounts owed hereunder.

    


    1.2 Conversion
      Privileges.
      The
      Conversion Privileges set forth in Article II shall remain in full force and
      effect immediately from the date hereof and until the Note is paid in full
      or
      otherwise satisfied regardless of the occurrence of an Event of Default. The
      Note shall be payable in full on the Maturity Date, unless previously converted
      into Common Stock in accordance with Article II hereof; provided, that if an
      Event of Default has occurred, the Holder may extend the Maturity Date up to
      an
      amount of time equal to the pendency of the Event of Default. Such extension
      must be on notice in writing.

    


    1.3 Note
      Repayment.
      The
      Borrower undertakes to pay all amounts due on this Note out of the proceeds
      from
      and on the closing dates of sales by the Borrower of any equity or debt
      instruments in amounts equal to fifteen percent (15%) of net future financings
      until such time that all amounts due under the Note have been
      repaid.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the principal and any interest due under
      this Note into Shares of the Borrower's Common Stock, $.001 par value per share
      (“Common Stock”) as set forth below.

    


    2.1. Conversion
      into the Borrower's Common Stock.

    


    (a) The
      Holder shall have the right from and after the date of the issuance of this
      Note
      and then at any time until this Note is fully paid, to convert any outstanding
      and unpaid principal portion of this Note subject to the availability of
      adequate shares of the Company’s common stock being available for issue
      (“Adequate Authorized Shares”), at the election of the Holder (the date of
      giving of such notice of conversion being a "Conversion Date") into fully paid
      and nonassessable shares of Common Stock as such stock exists on the date of
      issuance of this Note, or any shares of capital stock of Borrower into which
      such Common Stock shall hereafter be changed or reclassified, at the conversion
      price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined
      as provided herein. Upon delivery to the Borrower of a completed Notice of
      Conversion, a form of which is annexed hereto, Borrower shall issue and deliver
      to the Holder within three (3) business days after the Conversion Date (such
      third day being the “Delivery Date”) that number of shares of Common Stock for
      the portion of the Note converted in accordance with the foregoing. At the
      election of the Holder, the Borrower will deliver accrued but unpaid interest
      on
      the Note, if any, through the Conversion Date directly to the Holder on or
      before the Delivery Date (as defined in the Subscription Agreement). The number
      of shares of Common Stock to be issued upon each conversion of this Note shall
      be determined by dividing that portion of the principal of the Note to be
      converted by the Conversion Price.

    


    (b)  Subject
      to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
      share 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.

    


    (c) 
      The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 2.1(a), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

    


    A. Merger,
      Sale of Assets, etc. If the Borrower at any time shall consolidate with or
      merge
      into or sell or convey all or substantially all its assets to any other
      corporation, this Note, as to the unpaid principal portion thereof and accrued
      interest thereon, shall thereafter be deemed to evidence the right to purchase
      such number and kind of shares or other securities and property as would have
      been issuable or distributable on account of such consolidation, merger, sale
      or
      conveyance, upon or with respect to the securities subject to the conversion
      or
      purchase right immediately prior to such consolidation, merger, sale or
      conveyance. The foregoing provision shall similarly apply to successive
      transactions of a similar nature by any such successor or purchaser. Without
      limiting the generality of the foregoing, the anti-dilution provisions of this
      Section shall apply to such securities of such successor or purchaser after
      any
      such consolidation, merger, sale or conveyance.

    


    B. Reclassification,
      etc. If the Borrower at any time shall, by reclassification or otherwise, change
      the Common Stock into the same or a different number of securities of any class
      or classes that may be issued or outstanding, this Note, as to the unpaid
      principal portion thereof and accrued interest thereon, shall thereafter be
      deemed to evidence the right to purchase an adjusted number of such securities
      and kind of securities as would have been issuable as the result of such change
      with respect to the Common Stock immediately prior to such reclassification
      or
      other change.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    C. Stock
      Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
      or combined into a greater or smaller number of shares of Common Stock, or
      if a
      dividend is paid on the Common Stock in shares of Common Stock, the Conversion
      Price shall be proportionately reduced in case of subdivision of shares or
      stock
      dividend or proportionately increased in the case of combination of shares,
      in
      each such case by the ratio which the total number of shares of Common Stock
      outstanding immediately after such event bears to the total number of shares
      of
      Common Stock outstanding immediately prior to such event..

     

    D. Share
      Issuance. So long as this Note is outstanding, if the Borrower shall issue
      or
      agree to issue any shares of Common Stock except for the Excepted Issuances
      (as
      defined in the Subscription Agreement) for a consideration less than the
      Conversion Price in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Conversion Price shall be reduced to
      such
      other lower issue price. For purposes of this adjustment, the issuance of any
      security carrying the right to convert such security into shares of Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Conversion Price upon the issuance of the above-described
      security and again upon the issuance of shares of Common Stock upon exercise
      of
      such conversion or purchase rights if such issuance is at a price lower than
      the
      then applicable Conversion Price. The reduction of the Conversion Price
      described in this paragraph is in addition to other rights of the Holder
      described in this Note and the Subscription Agreement.

    


    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly mail to the Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.

    


    


    2.2. Optional
      Redemption of Principal Amount.
      Provided an Event of Default or an event which with the passage of time or
      the
      giving of notice could become an Event of Default has not occurred, whether
      or
      not such Event of Default has been cured, the Borrower will have the option
      of
      prepaying the outstanding Principal amount of this Note ("Optional Redemption"),
      in whole or in part, by paying to the Holder a sum of money equal to the number
      of Shares of Common Stock issuable upon an assumed conversion of the outstanding
      principal and interest of this Note multiplied by $1.50 (subject to adjustment
      for stock splits, stock dividends and similar events), and any and all other
      sums due, accrued or payable to the Holder arising under this Note or any
      Transaction Document through and as of the Redemption Payment Date as defined
      below (the "Redemption Amount"). Borrower’s election to exercise its right to
      prepay must be by notice in writing (“Notice of Redemption”). The Notice of
      Redemption shall specify the date for such Optional Redemption (the "Redemption
      Payment Date"), which date shall be thirty (30) business days after the date
      of
      the Notice of Redemption (the "Redemption Period"). A Notice of Redemption
      shall
      not be effective with respect to any portion of the Principal Amount for which
      the Holder has a pending election to convert, 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 conversion rights, shall be paid in good funds
      to
      the Holder. In the event the Borrower fails to pay the Redemption Amount on
      the
      Redemption Payment Date as set forth herein, then (i) such Notice of Redemption
      will be null and void, (ii) Borrower will have no right to deliver another
      Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be
      a non-curable Event of Default. A Redemption Notice may be given only at a
      time
      a registration statement covering all of the shares issuable upon conversion
      of
      all amounts convertible under this Note (“Registration Statement”) is effective.
      A Notice of Redemption may not be given nor may the Borrower effectuate a
      Redemption without the consent of the Holder, if at any time during the
      Redemption Period an Event of Default or an Event which with the passage of
      time
      or giving of notice could become an Event of Default (whether or not such Event
      of Default has been cured), has occurred or the Registration Statement is not
      effective each day during the Redemption Period.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.3.
       Mandatory
      Conversion.
      Provided an Event of Default or an event which with the passage of time or
      giving of notice could become an Event of Default has not occurred, then,
      commencing after the Actual Effective Date, the Borrower will have the option
      by
      written notice to the Holder (“Notice of Mandatory Conversion”) of compelling
      the Holder to convert all or a portion of the outstanding and unpaid principal
      of the Note and accrued interest, thereon, into Common Stock at the Conversion
      Price then in affect (“Mandatory Conversion”). The Notice of Mandatory
      Conversion, which notice must be given on the first day following twenty (20)
      consecutive trading days (“Lookback Period”) during which the closing price for
      the Common Stock as reported by Bloomberg, LP for the Principal Market shall
      be
      greater than 450% of the Conversion Price on each such trading day and with
      a
      daily trading dollar volume amount of not less than $200,000. The date the
      Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The
      Notice of Mandatory Conversion shall specify the aggregate principal amount
      of
      the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices
      must be given proportionately to all Holders of Notes and Other Holders of
      Other
      Notes. The Borrower shall reduce the amount of Note principal subject to a
      Notice of Mandatory Conversion by the amount of Note Principal and interest
      for
      which the Holder had delivered a Notice of Conversion to the Borrower during
      the
      twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory
      Conversion Date shall be a deemed Conversion Date and the Borrower will be
      required to deliver the Common Stock issuable pursuant to a Mandatory Conversion
      Notice in the same manner and time period as described in Section 2.1 above
      and
      the Subscription Agreement. A Notice of Mandatory Conversion may be given only
      in connection with an amount of Common Stock which would not cause a Holder
      to
      exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set
      forth in Section 3.2 of this Note. A Notice of Mandatory Conversion may be
      given
      only in connection with Common Stock that has been included for resale in an
      effective Registration Statement during the entire Lookback Period and through
      the Mandatory Conversion Date.

    


    2.4. Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this
      Note, a new Note containing the same date and provisions of this Note shall,
      at
      the request of the Holder, be issued by the Borrower to the Holder for the
      principal balance of this Note and interest which shall not have been converted
      or paid.

    


    2.5. Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares 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 a Conversion Date, (ii) any Common Stock
      issuable in connection with the unconverted portion of the Note, and (iii)
      the
      number of shares of Common Stock issuable upon the conversion of the Note with
      respect to which the determination of this provision is being made on a
      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 Borrower on such Conversion Date. For the purposes of the provision 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 aggregate conversions of only 4.99% and aggregate
      conversion by the Holder may exceed 4.99%. The Holder shall have the authority
      and obligation to determine whether the restriction contained in this Section
      2.3 will limit any conversion hereunder and to the extent that the Holder
      determines that the limitation contained in this Section applies, the
      determination of which portion of the Notes are convertible shall be the
      responsibility and obligation of the Holder. The Holder may waive the conversion
      limitation described in this Section 2.3, in whole or in part, upon and
      effective after 61 days prior written notice to the Borrower to increase such
      percentage to up to 9.99%. The Holder may allocate which of the equity of the
      Borrower deemed beneficially owned by the Holder shall be included in the 4.99%
      amount or up to 9.99% amount as described above.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") after
      the date hereof shall, at the option of the Holder hereof, make all sums of
      principal and interest then remaining unpaid hereon and all other amounts
      payable hereunder immediately due and payable, upon demand, without presentment,
      or grace period, all of which hereby are expressly waived, except as set forth
      below:

    


    3.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of Principal Amount, interest or other
      sum
      due under this Note or any Transaction Document when due and such failure
      continues for a period of ten (10) business days after the due
      date.

    


    3.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of the
      Subscription Agreement, this Note or Transaction Document in any material
      respect and such breach, if subject to cure, continues for a period of ten
      (10)
      business days after written notice to the Borrower from the Holder.

    


    3.3 Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the
      Subscription Agreement, Transaction Document or in any agreement, statement
      or
      certificate given in writing pursuant hereto or in connection herewith or
      therewith shall be false or misleading in any material respect as of the date
      made and as of each Closing Date.

    


    3.4 Receiver
      or Trustee.
      The
      Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
      of creditors, or apply for or consent to the appointment of a receiver or
      trustee for them or for a substantial part of their property or business; or
      such a receiver or trustee shall otherwise be appointed.

    


    3.5 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any Subsidiary of Borrower or any of their property or other assets
      for more than One Hundred Thousand Dollars ($100,000),
      and
      shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
      days.

    


    3.6 Non-Payment.
      Other
      than as set forth on Schedule 3.6, the Borrower shall have received a notice
      of
      default, which remains uncured for a period of more than twenty (20) days,
      on
      the payment of any one or more debts or obligations aggregating in excess of
      One
      Hundred Thousand Dollars (US $100,000.00) beyond any applicable grace
      period;

    


    3.7 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower or any Subsidiary of Borrower and if
      instituted against them are not dismissed within forty-five (45) days
      of
      initiation.

    


    3.8 Delisting.
      Delisting of the Common Stock from any Principal Market; failure to comply
      with
      the requirements for continued listing on a Principal Market for a period of
      seven consecutive trading days; or notification from a Principal Market that
      the
      Borrower is not in compliance with the conditions for such continued listing
      on
      such Principal Market.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.9 Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension with respect
      to Borrower’s Common Stock that lasts for five or more consecutive trading
      days.

    


    3.10 Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to timely deliver Common Stock to the Holder pursuant to
      and
      in the form required by this Note or the Subscription Agreement, and, if
      requested by Borrower, a replacement Note.

    


    3.11 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any Transaction Document or other agreement to which the Borrower and Holder
      are
      parties, or the occurrence of a material event of default under any such other
      agreement which is not cured after any required notice and/or cure
      period.

    


    ARTICLE
      IV

    


    SECURITY
      INTEREST

    


    4. Security
      Interest/Waiver of Automatic Stay.
      This
      Note is secured by a security interest granted to the Collateral Agent for
      the
      benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower
      to Holder. The Borrower acknowledges and agrees that should a proceeding under
      any bankruptcy or insolvency law be commenced by or against the Borrower, or
      if
      any of the Collateral (as defined in the Security Agreement) should become
      the
      subject of any bankruptcy or insolvency proceeding, then the Holder should
      be
      entitled to, among other relief to which the Holder may be entitled under the
      Transaction Documents and any other agreement to which the Borrower and Holder
      are parties (collectively, "Loan Documents") and/or applicable law, an order
      from the court granting immediate relief from the automatic stay pursuant to
      11
      U.S.C. Section 362 to permit the Holder to exercise all of its rights and
      remedies pursuant to the Loan Documents and/or applicable law. TO THE EXTENT
      PERMITTED BY LAW, THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC
      STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
      ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
      OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
      11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT
      IN
      ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
      UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents
      to
      any motion for relief from stay that may be filed by the Holder in any
      bankruptcy or insolvency proceeding initiated by or against the Borrower and,
      further, agrees not to file any opposition to any motion for relief from stay
      filed by the Holder. The Borrower represents, acknowledges and agrees that
      this
      provision is a specific and material aspect of the Loan Documents, and that
      the
      Holder would not agree to the terms of the Loan Documents if this waiver were
      not a part of this Note. The Borrower further represents, acknowledges and
      agrees that this waiver is knowingly, intelligently and voluntarily made, that
      neither the Holder nor any person acting on behalf of the Holder has made any
      representations to induce this waiver, that the Borrower has been represented
      (or has had the opportunity to he represented) in the signing of this Note
      and
      the Loan Documents and in the making of this waiver by independent legal counsel
      selected by the Borrower and that the Borrower has discussed this waiver with
      counsel.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      V

     

    MISCELLANEOUS

    
 

    5.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    5.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: VoIP, Inc., 151 So. Wymore
      Road, Suite 3000, Altamonte Springs, FL 32714, Attn: Anthony Cataldo, CEO,
      telecopier: (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., telecopier:
      (212) 930-9725, and (ii) if to the Holder, to the name, address and telecopy
      number set forth on the front page of this Note, with a copy by telecopier
      only
      to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
      10176, telecopier number: (212) 697-3575.

    


    5.3 Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    5.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns. The
      Borrower may not assign any of its obligations under this Note without the
      consent of the Holder.

    


    5.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    5.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the state
      courts of New York or in the federal courts located in the state and county
      of
      New York. Both parties and the individual signing this Agreement on behalf
      of
      the Borrower agree to submit to the jurisdiction of such courts. The prevailing
      party shall be entitled to recover from the other party its reasonable
      attorney's fees and costs.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    5.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

    


    5.8 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the shares of Common Stock
      to
      be received by Holder after delivery by the Holder of a Conversion Notice to
      the
      Borrower.

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the 18th
      day of
      December, 2007.

    


    
      	
              VOIP
                INC.

            
	 	 
	 	 
	 	 
	
              By:

            	 

	 	
              Name:
                Anthony Cataldo

            
	 	
              Title:
                CEO

            


    

     

    
      	
              WITNESS:

            	 
	 	 
	 	 
	  



    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

    


    


    The
      undersigned hereby elects to convert $_________ of the principal and $_________
      of the interest due on the Note issued by VoIP Inc. on December 18, 2007 into
      Shares of Common Stock of VoIP Inc. (the "Borrower") according to the conditions
      set forth in such Note, as of the date written below.

     

    


    
      	
              Date
                of Conversion:

            	
               

            
	 	 
	 	 
	
              Conversion
                Price:

            	
               

            
	 	 
	 	 
	
              Shares To Be Delivered:

            	
               

            
	 	 
	 	 
	
              Signature:

            	
               

            
	 	 
	 	 
	
              Print
                Name:

            	
               

            
	 	 
	 	 
	
              Address:

            	
               

            
	 	 
	 	 
	 	
               

            


    

    


    
      
        
        

      

      
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