Exhibit
      10.3


    CONVERTIBLE
      PROMISSORY NOTE

     

    
      	
              $83,333.33

            	
              July
                20, 2007

            
	 	 


    

    FOR
      VALUE
      RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"),
      promises to pay to the order of WHALEHAVEN CAPITAL FUND LIMITED, or its
      successors or assigns ("Holder"), at 3rd
      Floor,
      14 Par-Laville Road, Hamilton, Bermuda HM08, or at such other place as the
      Holder may designate in writing to the Company, in lawful money of the United
      States of America, the principal sum of Eighty Three Thousand Three Hundred
      Thirty Three Dollars and Thirty Three Cents ($83,333.33), payable at the earlier
      of any of the following events or dates:

    


    
      	10.  	
              August
                20, 2007;

               

            


    

    
      	11.  	
              The
                Company’s closing and funding of a financing agreement that nets a minimum
                receipt of $1,000,000 cash; or

               

            


    

    
      	12.  	
              The
                Company’s first substantial receipt of cash related to revenue generated
                from a major new customer.

            


    

    


    In
      the
      event that the Company fails to repay this promissory note (this “Note”) upon
      the occurrence of one of the above three conditions, the Holder may, at its
      option, formally declare the Company to be in default hereunder. In that event,
      this Note shall become immediately convertible in whole or in part, at Holder’s
      option, into shares of the Company’s common stock, par value $0.001 per share,
      at the conversion rate of the lesser of: (a) $0.08 per share; or (b) a 30%
      discount to the average of the closing market price of the Company’s common
      stock over the five trading days immediately preceding such
      conversion.

    


    The
      delay
      or failure to exercise any right hereunder shall not waive such right. The
      undersigned hereby waives demand, presentment, protest, notice of protest,
      any
      and all delays or lack of diligence in collection hereof and assents to each
      and
      every extension or postponement of the time of payment or other
      indulgence.

    


    In
      the
      event of default hereunder such that this Note is placed in the hands of an
      attorney for collection (whether or not suit is filed), or if this Note is
      collected by suit or legal proceedings or through bankruptcy proceedings, the
      Company agrees to pay reasonable attorney's fees and expenses of
      collection.

    


    The
      Company has been informed by the Holder that Holder is an "accredited investor,"
      as such term is defined in Regulation D promulgated by the Commission under
      the
      1933 Act, is experienced in investments and business matters, has made
      investments of a speculative nature and has purchased securities of United
      States publicly-owned companies in private placements in the past and, with
      its
      representatives, has such knowledge and experience in financial, tax and other
      business matters as to enable the Holder to utilize the information made
      available by the Company to evaluate the merits and risks of and to make an
      informed investment decision with respect to the proposed purchase, which
      represents a speculative investment. Further, that the Holder is able to bear
      the risk of such investment for an indefinite period and to afford a complete
      loss thereof. 

    


    This
      Note
      shall be governed by, and construed and interpreted in accordance with, the
      laws
      of the State of New York. Exclusive jurisdiction relating to this Note shall
      vest in courts located in New York State.

    


    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this Note
      the
      date and year first above written.

     

    
      	
            	 	 
	 	
              VoIP,
                Inc.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Robert Staats
	 	
              
                

              

              Name: Robert Staats

              Title: Chief Accounting
                Officer