Exhibit
      10.8

     

    PERSONAL
      GUARANTY
      

     

    1. Identification.

    


    This
      Guaranty (the "Guaranty"), dated as of December 18, 2007, is entered into by
      Anthony Cataldo (“Guarantor”), for the benefit of the parties identified on
      Schedule A (the “Lenders”).

    


    2. Recitals.

    


    2.1 Guarantor
      is a shareholder and the Chief Executive Officer of VoIP, Inc. a Texas
      corporation (“VoIP”). Lenders have made or will make loans to VoIP (the
“Loans”). Guarantor will obtain substantial benefit from the proceeds of the
      Loans.

    


    2.2 The
      Loans
      are and will be evidenced by a certain promissory notes (“Notes”) to be issued
      by VoIP, pursuant to a Subscription Agreement between VoIP and the Lender dated
      the same date as this Guaranty, commencing on or about the date of this
      Guaranty. The Notes are further identified on Schedule A hereto and was or
      will
      be executed by VoIP as Borrower for the benefit of Lenders as the “Holder” or
“Lenders” thereof.

    


    2.3 In
      consideration of the Loans made or to be made by Lenders to VoIP and for other
      good and valuable consideration, and as security for the performance by VoIP
      of
      its obligations under the Notes and as security for the repayment of the Loans
      and all other sums due from VoIP to Lenders arising under the Notes and any
      other agreement between or among them relating to the foregoing Notes
      (collectively, the "Obligations"), Guarantor, for good and valuable
      consideration, receipt of which is acknowledged, has agreed to enter into this
      Guaranty. 

    


    3. Guaranty.

    


    3.1 Guaranty.
      Guarantor hereby unconditionally and irrevocably guarantees, the punctual
      payment, performance and observance when due, whether at stated maturity, by
      acceleration or otherwise, of all of the Obligations now or hereafter existing,
      whether for principal, interest (including, without limitation, all interest
      that accrues after the commencement of any insolvency, bankruptcy or
      reorganization of the Companies, whether or not constituting an allowed claim
      in
      such proceeding), fees, commissions, expense reimbursements, liquidated damages,
      indemnifications or otherwise (such obligations, to the extent not paid by
      the
      Companies being included in the “Obligations”), and agrees to pay any and all
      reasonable costs, fees and expenses (including reasonable counsel fees and
      expenses) incurred by the Lenders in enforcing any rights under the guaranty
      set
      forth herein. Without limiting the generality of the foregoing, Guarantor’s
      liability shall extend to all amounts that constitute part of the Obligations
      and would be owed by VoIP to Lenders, but for the fact that they are
      unenforceable or not allowable due to the existence of an insolvency, bankruptcy
      or reorganization involving VoIP.

     

    3.2 Guaranty
      Absolute.
      Guarantor guarantees that the Obligations will be paid strictly in accordance
      with the terms of the Notes, regardless of any law, regulation or order now
      or
      hereafter in effect in any jurisdiction affecting any of such terms or the
      rights of the Lenders with respect thereto. The obligations of Guarantor under
      this Guaranty are independent of the Obligations, and a separate action or
      actions may be brought and prosecuted against Guarantor to enforce such
      Obligations, irrespective of whether any action is brought against the Companies
      or any other Guarantor or whether the Companies or any other Guarantor is joined
      in any such action or actions. The liability of Guarantor under this Guaranty
      constitutes a primary obligation, and not a contract of surety, and to the
      extent permitted by law, shall be irrevocable, absolute and unconditional
      irrespective of, and Guarantor hereby irrevocably waives any defenses it may
      now
      or hereafter have in any way relating to, any or all of the
      following:

     

    (a)
        any
      lack
      of validity or enforceability of the Notes or any agreement or instrument
      relating thereto;

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (b)
        any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any other amendment or waiver of or any consent
      to
      departure from the Notes, including, without limitation, any increase in the
      Obligations resulting from the extension of additional credit to VoIP or
      otherwise;

     

    (c)
        any
      taking, exchange, release, subordination or non-perfection of any Collateral,
      or
      any taking, release or amendment or waiver of or consent to departure from
      any
      other guaranty, for all or any of the Obligations;

     

    (d)
        any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of VoIP; or

     

    (e)
        any
      other
      circumstance (including, without limitation, any statute of limitations) or
      any
      existence of or reliance on any representation by the Lenders that might
      otherwise constitute a defense available to, or a discharge of, VoIP or any
      other guarantor or surety.

     

    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Obligations is rescinded or must otherwise
      be returned by the Lenders or any other entity upon the insolvency, bankruptcy
      or reorganization of VoIP or otherwise (and whether as a result of any demand,
      settlement, litigation or otherwise), all as though such payment had not been
      made.

     

    3.3 Waiver.
      Guarantor hereby waives promptness, diligence, notice of acceptance and any
      other notice with respect to any of the Obligations and this Guaranty and any
      requirement that the Lenders exhaust any right or take any action against VoIP
      or any other person or entity or any Collateral. Guarantor acknowledges that
      it
      will receive direct and indirect benefits from the financing arrangements
      contemplated herein and that the waiver set forth in this Section 3.3
      is
      knowingly made in contemplation of such benefits. Guarantor hereby waives any
      right to revoke this Guaranty, and acknowledges that this Guaranty is continuing
      in nature and applies to all Obligations, whether existing now or in the
      future.

     

    3.4
      Continuing
      Guaranty; Assignments.
      This
      Guaranty is a continuing guaranty and shall (a) remain in full force and effect
      until the later of the indefeasible cash payment in full of the Obligations
      and
      all other amounts payable under this Guaranty and Notes, (b) be binding upon
      Guarantor, its successors and assigns and (c) inure to the benefit of and be
      enforceable by the Lenders and its successors, pledgees, transferees and
      assigns. Without limiting the generality of the foregoing clause, (c)
      Lenderss may pledge, assign or otherwise transfer all or any portion of its
      rights and obligations under this Guaranty (including, without limitation,
      all
      or any portion of its Notes owing to it) to any other Person, and such other
      Person shall thereupon become vested with all the benefits in respect thereof
      granted such Lenders herein or otherwise.

     

    3.5
      Subrogation.
      No
      Guarantor will exercise any rights that it may now or hereafter acquire against
      the Lenders or other Guarantor (if any) that arise from the existence, payment,
      performance or enforcement of such Guarantor’s obligations under this Guaranty,
      including, without limitation, any right of subrogation, reimbursement,
      exoneration, contribution or indemnification, whether or not such claim, remedy
      or right arises in equity or under contract, statute or common law, including,
      without limitation, the right to take or receive from the Lenders or other
      Guarantor, directly or indirectly, in cash or other property or by set-off
      or in
      any other manner, payment or security solely on account of such claim, remedy
      or
      right, unless and until all of the Obligations and all other amounts payable
      under this Guaranty shall have been indefeasibly paid in full in cash or
      otherwise satisfied. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.6 Monetary
      Limit of Guaranty.
      Notwithstanding anything o the contrary in this Agreement Except for any
      attorney’s fees incurred in the enforcement of this Guaranty, the Guarantor
      shall not be obligated to pay more than $65,000 to satisfy the
      Obligations

    


    4. Miscellaneous.
      

     

    4.1 Expenses.
      Guarantor shall pay to the Lenders, on demand, the amount of any and all
      reasonable expenses, including, without limitation, attorneys' fees, legal
      expenses and brokers' fees, which the Lenders may incur in connection with
      exercise or enforcement of any the rights, remedies or powers of the Lenders
      hereunder or with respect to any or all of the Obligations.

    


    4.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by the Lenders and no failure by the Lenders to exercise,
      or
      delay by the Lenders in exercising, any right, remedy or power hereunder shall
      operate as a waiver thereof, and no single or partial exercise thereof shall
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy or power of the Lenders. No amendment, modification or waiver
      of
      any provision of this Guaranty and no consent to any departure by Guarantor
      there from, shall, in any event, be effective unless contained in a writing
      signed by the Lenders, and then such waiver or consent shall be effective only
      in the specific instance and for the specific purpose for which given. The
      rights, remedies and powers of the Lenders, not only hereunder, but also under
      any instruments and agreements evidencing or securing the Obligations and under
      applicable law are cumulative, and may be exercised by the Lenders from time
      to
      time in such order as the Lenders may elect.

    


    4.3 Notices.
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being faxed (provided that a copy is delivered by first class mail) to the
      party
      to receive the same at its address set forth below or to such other address
      as
      either party shall hereafter give to the other by notice duly made under this
      Section:

    


    
      	
              To
                Guarantor:

            	 	
              Anthony
                Cataldo

            
	 	 	
              c/o
                VoIP, Inc.

            
	 	 	
              151
                So. Wymore Road, Suite 3000

            
	 	 	
              Altamonte
                Springs, FL 32714

            
	 	 	
              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

            
	 	 	 
	
              To
                Lenders:

            	 	
              To
                the addresses and facsimile numbers listed

            
	 	 	
              on
                Schedule A hereto.

            
	 	 	 
	
              With
                a copy by telecopier only to:

            	 	 
	 	 	 
	 	 	
              Grushko
                & Mittman, P.C.

            
	 	 	
              551
                Fifth Avenue, Suite 1601

            
	 	 	
              New
                York, New York 10176

            
	 	 	
              Fax:
                (212) 697-3575

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Any
      party
      may change its address by written notice in accordance with this
      paragraph.

    


    4.4 Term;
      Binding Effect.
      This
      Guaranty shall (a) remain in full force and effect until the Obligations have
      been paid in full or otherwise satisfied ; (b) be binding upon Guarantor and
      its
      successors and permitted assigns; and (c) inure to the benefit of the Lenders
      and its respective successors and assigns. Upon
      satisfaction of the Obligations (whether by payment in full or conversion of
      the
      Loans , (i) this Guaranty shall terminate and (ii) the Lenders will, upon
      Guarantor's request and at Guarantor's expense, execute and deliver to Guarantor
      such documents as Guarantor shall reasonably request to evidence such
      termination, all without any representation, warranty or recourse
      whatsoever.

    


    4.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Guaranty have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    4.6 Governing
      Law; Venue; Severability.
      This
      Guaranty shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts or choice of law.
      Any legal action or proceeding against Guarantor with respect to this Guaranty
      may be brought in the state and federal courts located in the State and County
      of New York, and, by execution and delivery of this Guaranty, Guarantor hereby
      irrevocably accepts for itself and in respect of its property, generally and
      unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby
      irrevocably waives any objection which they may now or hereafter have to the
      laying of venue of any of the aforesaid actions or proceedings arising out
      of or
      in connection with this Guaranty brought in the aforesaid courts and hereby
      further irrevocably waives and agrees not to plead or claim in any such court
      that any such action or proceeding brought in any such court has been brought
      in
      an inconvenient forum. If any provision of this Guaranty, or the application
      thereof to any person or circumstance, is held invalid, such invalidity shall
      not affect any other provisions which can be given effect without the invalid
      provision or application, and to this end the provisions hereof shall be
      severable and the remaining, valid provisions shall remain of full force and
      effect. This
      Guaranty shall be deemed an unconditional obligation of Guarantor for the
      payment of money and, without limitation to any other remedies of Lenders,
      may
      be enforced against Guarantor by summary proceeding pursuant to New York Civil
      Procedure Law and Rules Section 3213 or any similar rule or statute in the
      jurisdiction where enforcement is sought. For purposes of such rule or statute,
      any other document or agreement to which Lenders and Guarantor are parties
      or
      which Guarantor delivered to Lenders, which may be convenient or necessary
      to
      determine Lenders’ rights hereunder or Guarantor’s obligations to Lenders are
      deemed a part of this Guaranty, whether or not such other document or agreement
      was delivered together herewith or was executed apart from this
      Guaranty.

    


    4.7 Satisfaction
      of Obligations.
      For all
      purposes of this Guaranty, the payment in full of the Obligations shall be
      conclusively deemed to have occurred when the Obligations have been indefeasibly
      paid in cash.

    


    4.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    
      
         

      

      
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      BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the
      undersigned has executed and delivered this Personal Guaranty, as of the date
      first written above.

    


    “GUARANTOR”

    ANTHONY
      CATALDO


     

      	 	 	 	 
	/s/
              Anthony
              Cataldo	 	 	
            
	
              

            	 	 	
            


    

         

    SCHEDULE
      A TO GUARANTY


    

      
        	
                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

              	 	
                Tornoto
                  Ont. M5K 1B2

              
	
                Panorama
                  City, CA 91402

              	 	
                Canada

              
	
                ***

              	 	
                ***

              
	 	 	 
	
                Double
                  U Master Fund, L.P.

              	 	
                Whalehaven
                  Capital Fund Limited

              
	
                c/o
                  Navigator Management, Ltd.

              	 	
                c/o
                  FWS Capital Ltd.

              
	
                Harbor
                  House, Waterfront Drive, P.O Box 972

              	 	
                3rd
                  Floor, 14 Par-Laville Road

              
	
                Road
                  Town BVI

              	 	
                Hamilton,
                  Bermuda HM08

              
	
                ***

              	 	
                Fax:
                  ***

              


      

    

     

    
      
         

      

      
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