EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
18th day of October,  2005 (the "Effective  Date") by and between VoIP,  Inc., a
Texas corporation (the "Company"), and B. Michael Adler, whose residence address
is 17607 Cedar Creek Canyon, Dallas, Texas, 75252 (the "Executive").

      The Company  wishes to employ the Executive  and the  Executive  wishes to
enter  into the  employee  of the  Company  as Chief  Operating  Officer  of the
Company.

      This employment  agreement  shall become  effective  immediately  upon the
signing of this contract.

      NOW, THEREFORE,  in consideration of the premises and mutual covenants set
forth herein, the parties hereby agree as follows:

      1. Employment.

            1.1  Employment and Term. The Company shall employ the Executive and
the Executive  shall continue to serve the Company,  on the terms and conditions
set forth  herein,  for the period  (the  "Term")  from the  Effective  Date and
expiring  on  the  third  anniversary  of  the  Effective  Date,  unless  sooner
terminated as hereinafter set forth. The agreement will automatically  renew for
subsequent six month period(s),  unless terminated at least 90 days prior to the
expiration of the applicable six month period.

            1.2  Duties  of  Executive.  The  Executive  shall  serve  as  Chief
Executive  Officer of the Company and shall  perform the duties of an  executive
commensurate with such position, shall diligently perform all services as may be
assigned to him by the Board of Directors and Executive Committee. The Executive
shall devote his working  time and  attention to the business and affairs of the
Company,  directing the  operations  and business  development  functions of the
company by performing  the following  duties  personally or through  subordinate
supervisors: establishing, recommending or implementing operational decisions on
all aspects  operations,  business  development,  and  strategic  planning.  The
Executive shall report to the Board of Directors and Executive Committee.

            1.3 The  Company.  As used  herein the term the  "Company"  shall be
deemed to include  any and all present and future  subsidiaries,  divisions  and
affiliates of the Company.

      2. Compensation.

            2.1 Base Salary. During the term, the Executive shall receive a base
salary paid  bi-weekly.  The Executive will receive an initial Base Salary equal
to $12,000.00  per month.  The Board of Directors may increase  these amounts at
any other time if the  Company  has  achieved  the goals set by the Board.  Once
increased, the Executive's Base Pay will not be reduced.

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            2.2 Equity.  Upon the execution of this agreement,  the Company will
issue  500,000  shares of R144 VOII stock that after a period of six months will
have full piggy back registration  rights.  In addition,  the Company will issue
500,000  Warrants and to purchase shares of common stock of the Company at $1.50
per share and 500,000  non-qualified  stock options to purchase shares of common
stock of the Company at $1.56 per share.  Options granted will vest according to
the 2005 employee option program.

            2.3 Stock Option Grants.  The Executive shall be entitled to receive
a grant based on the Executive's performance during each year during the term of
this Agreement, beginning with 2006. The amount of the stock option grant in any
year shall be  determined by reference to the  profitability  of the Company and
such other  measures as the Board of Directors and the Executive may agree.  The
terms and  conditions  relating to the stock option bonus shall be negotiated in
good faith.

      3. Expense Reimbursement and Other Benefits.

            3.1 Expense  Reimbursement.  During the Term, upon the submission of
supporting  documentation  by the  Executive,  and in  accordance  with  Company
policies for its  executives,  the Company shall reimburse the Executive for all
expenses  actually  paid or  incurred  by the  Executive  in the  course  of and
pursuant  to the  business  of  the  Company,  including  expenses  for  travel,
entertainment and fuel cost.

            3.2 Other Benefits.  During the term, the Company shall pay for 100%
of the costs to provide the  Executive  with  "family"  coverage for medical and
dental insurance as well as personal D&O insurance.  The Executive may elect not
to receive the medical and dental  coverage in which case an amount equal to the
cost of said coverage will be paid to the Executive as additional  compensation.
The cost of such medical and dental coverage will be pre-tax to the Executive if
the  election  to  receive  cash or  benefits  is made in  accordance  with  the
Company's  Internal  Revenue Code ("Code")  section 125 plan. In addition to the
D&O coverage set forth above,  Executive shall be indemnified by the Company for
his duties hereunder to the fullest extent allowed by law in accordance with the
bylaws of the Company.

            3.3  Vacation.  Executive  shall be  entitled  to four weeks of paid
vacation during each calendar year, taking into consideration the business needs
of the Company.

      4.  Termination  for Cause.  Notwithstanding  anything  contained  in this
Agreement to the contrary,  the Company may terminate  this Agreement for Cause.
As used in this Agreement  "Cause" shall mean (i) an act of fraud,  embezzlement
or theft of funds or property  of the  Company or any of its  clients/customers;
(ii) any  intentional  wrongful  disclosure of proprietary  information or trade
secrets of the Company or its affiliates or any intentional form of self-dealing
detrimental to the Interests of the Company; (iii) the habitual and debilitating
use of alcohol or drugs;  (iv)  continued  failure to comply with the reasonable
written  directives  of the CEO,  Executive  Committee  or  Board of  Directors;
insubordination   or  abandonment  of  position  (after  written  notice  and  a
reasonable  opportunity  to cure);  or (v)  failure  to  comply in any  material
respect with the terms of this Agreement  (after written notice and a reasonable
opportunity  to cure).  Upon any  termination  pursuant to this  Section (a) the
Company  shall pay to the  Executive  any unpaid Base Salary at the rate then in
effect  accrued  through the  effective  date of  termination  specified in such
notice.  Except as provided above,  the Company shall have no further  liability
hereunder other than for reimbursement for reasonable business expenses incurred
prior to the date of  termination  outlined in Sections  3.1, 3.2 and the vested
portion of the equity granted in Section 2.2.

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            4.1  Termination  Without  Cause.  The  Company may  terminate  this
Agreement  without  cause at any time by giving  Executive  sixty (60) day prior
written  notice of its desire to terminate.  In the event the Company  elects to
terminate the Agreement  pursuant to this Section 4.1, the Company shall have no
further  liability  hereunder  other than for the  payment to  Executive  on the
termination  date of any  unpaid  Base  Salary  through  the  termination  date,
reimbursement of reasonable  business expenses incurred prior to the termination
date, a lump sum of one hundred eighty thousand dollars  ($190,000) in cash, and
the Stock  Options,  Warrants  and Shares set forth in Section  2.2 which  shall
become fully vested.

      5.  Resignation  by Executive.  The Executive  upon delivery of notice may
terminate  this  Agreement  therefore upon not less than 30 days prior notice of
such  termination.  Upon  receipt of such  notice,  the Company may, in its sole
discretion,  release the  Executive of his duties and his  employment  hereunder
prior to the  expiration of the 30 day notice period.  Notwithstanding  anything
contained in this  Agreement to the contrary,  in the event of a termination  by
the  Executive  pursuant to this Section 4.2, the Company  shall have no further
liability  hereunder  other  than  for  reimbursement  for  reasonable  business
expenses  incurred prior to the date of termination  outlined in Section 3.1 and
the vested portion of the equity granted in Section 2.2.

            5.1 Disability. Notwithstanding anything contained in this Agreement
to the contrary, the Company, by 30 days written notice to the Executive,  shall
at all times have the right to terminate  this  Agreement,  and the  Executive's
employment  hereunder,  if the  Executive  shall,  as the  result  of  mental or
physical  incapacity,  illness or  disability,  fail to  perform  his duties and
responsibilities provided for herein for a period of more than 60 days in any 12
month period. Upon the termination  pursuant to this Section,  the Company shall
continue (i) to pay to the Executive Base Salary at the rates then in effect for
a period of 6 months after the effective  date of  termination  (the  "Severance
Period"),  (ii) employee  benefit programs as to the Executive for the Severance
Period and (iii) the Company shall be responsible  for making payments on behalf
of the  Executive  and his  family to  maintain  coverage  of  health  and other
benefits under COBRA, for the maximum period allowed.  Except as provided above,
the  Company  shall  have  no  further  liability   hereunder  (other  than  for
reimbursement for reasonable  business  expenses,  incurred prior to the date of
termination,  subject,  however to the  provisions of Section 3.1 and the vested
portion of the equity granted in Section 2.2.

            5.2  Changes in  Control.  For the  purposes  of this  Agreement,  a
"Change of  Control"  shall be deemed to have taken  place if : (i) any  person,
including a "group" as defined in Section  13(d)(3) of the  Securities  Exchange
Act of 1934,  as  amended,  becomes  the owner of  beneficial  owner of  Company
securities, after the date of this Agreement, having 50% or more of the combined
voting power of the then outstanding  securities of the Company that may be cast
for the election of directors of the Company  (excluding  the  purchasers of the
Company's  common stock in the proposed  round of financing led by Oppenheimer &
Co.) or  (ii)  the  persons  who  were  directors  of the  Company  before  such
transactions  shall cease to  constitute a majority of the Board of Directors of
the Company (not  including the currently  proposed  realignment of the Board of
Directors).

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            5.3 The Company and  Executive  hereby  agree that,  if Executive is
affiliated  with the  Company on the date on which a Change of  Control  occurs,
(the "Change of Control Date"),  and this Agreement is in full force and effect,
the Company (or, if Executive is affiliated  with a subsidiary,  the subsidiary)
will continue to retain Executive and Executive will remain  affiliated with the
Company (or subsidiary),  subject to the terms and conditions of this Agreement,
for the  period  commencing  on the  Change of  Control  Date and  ending on the
anniversary of such date (this anniversary date shall then become the "Change of
Control Termination Date") to exercise such authority and perform such executive
duties as are  commensurate  with the authority being exercised and duties being
performed by the Executive  immediately  prior to the Change of Control Date. If
after the  Change of  Control,  Executive  is  requested,  and,  in his sole and
absolute  discretion,  consents to change his principal business  location,  the
Company will  reimburse the Executive for his  reasonable  relocation  expenses,
including,  without  limitation,  moving  expenses,  temporary living and travel
expenses for a  reasonable  time while  arranging  to move his  residence to the
changed  location,  closing  costs,  if any,  associated  with  the  sale of his
existing  residence and the purchase of a  replacement  residence at the changed
location,  plus an  additional  amount  representing  a gross-up of any state or
federal taxes payable by Executive as a result of any such reimbursement. If the
Executive shall not consent to change his business  location,  the Executive may
continue  to  provide  the  services  required  of him  hereunder  from his then
residence and/or business address until the Change of Control  Termination Date,
at which time this  Agreement  shall  terminate,  unless  sooner  terminated  or
extended as set forth herein.

            (a) During the  remaining  term  hereof  after the Change of Control
Date,  the Company (or  subsidiary)  will (i) continue to pay Executive a salary
and benefits at not less than the level applicable to Executive on the Change of
Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue
employee  benefit  programs as to Executive at levels in effect on the Change of
Control Date.

            (b) The Company  hereby  agrees  that,  if Change of Control  occurs
prior to the  termination  of this  Agreement,  the  Executive's  Stock Options,
Warrants  and Shares  referred to in section 2.2 shall  become  fully vested and
registered.

      6. Death.  In the event of the death of the  Executive  during the Term of
his employment hereunder,  the Company shall pay to the personal  representative
of the estate of the deceased  Executive any unpaid Base Salary accrued  through
the date of his death.  Except as  provided  above,  the  Company  shall have no
further liability hereunder other than for reimbursement for reasonable business
expenses  incurred  prior  to the  date of the  Executive's  death,  during  the
Severance  Period,  subject,  however to the  provisions  of Section 3.1 and the
vested portion of the equity set forth in Section 2.2.

      7. Restrictive Covenants.

            7.1 Nondisclosure.  During the Term and following termination of the
Executive's   employment   with  the  Company,   Executive  shall  not  divulge,
communicate, use to the detriment of the Company or for the benefit of any other
person or  persons,  or  misuse in any way,  any  Confidential  Information  (as
hereinafter defined) pertaining to the business of the Company. Any Confidential
Information  or data now or hereafter  acquired by the Executive with respect to
the  business  of the  Company  (which  shall  include,  but not be limited  to,
information concerning the Company's financial condition, prospects, technology,
customers,  suppliers,  methods of doing business and promotion of the Company's
products and services)  shall be deemed a valuable,  special and unique asset of
the Company that is received by the Executive in confidence  and as a fiduciary.
For purposes of this  Agreement  "Confidential  Information"  means  information
disclosed to the  Executive or known by the  Executive  as a  consequence  of or
through  his  employment  by  the  Company  (including   information  conceived,
originated, discovered or developed by the Executive) prior to or after the date
hereof and not generally known or in the public domain, about the Company or its
business.  Notwithstanding  the  foregoing,  nothing  herein  shall be deemed to
restrict the Executive from  disclosing  Confidential  Information to the extent
required by law.

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            7.2 Books and  Records.  All books,  records,  accounts  and similar
repositories of Confidential Information of the Company, whether prepared by the
Executive  or otherwise  coming into the  Executive's  possession,  shall be the
exclusive  property  of the Company  and shall be  returned  immediately  to the
Company on termination of this Agreement.

            7.3 Certain  Activities.  The Executive shall not, while employed by
the Company and for a period of one (1) year following the date of  termination,
directly or indirectly,  hire, offer to hire, entice away or in any other manner
persuade or attempt to persuade any officer,  employee,  agent, lessor,  lessee,
licensor,  licensee  or  supplier  of  Employer  or any of its  subsidiaries  to
discontinue  or  alter  his  or its  relationship  with  Employer  or any of its
subsidiaries.

            7.4 Non-Competition.  The Executive shall not, while employed by the
Company  and for a period  of one (1) year  following  the date of  termination,
engage or participate,  directly or indirectly (whether as an officer, director,
employee,  partner,  consultant,  shareholder,  lender  or  otherwise),  in  any
business that  manufactures,  markets or sells  products that directly  competes
with any product of the Employer that is significant to the Employer's  business
based on  sales  and/or  profitability  of any  such  product  as of the date of
termination.  Nothing herein shall prohibit Executive from being a passive owner
of less than 1% of any  publicly-traded  class of  capital  stock of any  entity
directly engaged in a competing business.

            7.5  Property  Rights;  Assignment  of  Inventions.  With respect to
information,  inventions and discoveries or any interest in any copyright and/or
other property right developed, made or conceived of by Executive,  either alone
or with others, at any time during his employment by Employer and whether or not
within working hours,  arising out of such  employment or pertinent to any field
of business or research in which, during such employment, Employer is engaged or
(if such is known to or  ascertainable  by Executive) is  considering  engaging,
Executive hereby agrees:

            (a) that all such  information,  inventions  and  discoveries or any
interest in any copyright  and/or other property right,  whether or not patented
or patentable, shall be and remain the exclusive property of the Employer;

            (b) to disclose promptly to an authorized representative of Employer
all such  information,  inventions and discoveries or any copyright and/or other
property  right and all  information  in  Executive's  possession as to possible
applications and uses thereof;

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<PAGE>

            (c)  not to  file  any  patent  application  relating  to  any  such
invention or discovery  except with the prior  written  consent of an authorized
officer of Employer (other than Executive);

            (d) that  Executive  hereby  waives and  releases any and all rights
Executive may have in and to such information,  inventions and discoveries,  and
hereby assigns to Executive and/or its nominees all of Executive's  right, title
and  interest in them,  and all  Executive's  right,  title and  interest in any
patent,  patent  application,  copyright or other  property right based thereon.
Executive hereby  irrevocably  designates and appoints  Employer and each of its
duly authorized officers and agents as his agent and attorney-in-fact to act for
him and on his behalf and in his stead to execute and file any  document  and to
do all other lawfully  permitted acts to further the  prosecution,  issuance and
enforcement of any such patent, patent application,  copyright or other property
right with the same force and effect as if executed and  delivered by Executive;
and

            (e) at the request of Employer, and without expense to Executive, to
execute such documents and perform such other acts as Employer  deems  necessary
or  appropriate,  for  Employer  to  obtain  patents  on  such  inventions  in a
jurisdiction or jurisdictions  designated by Employer, and to assign to Employer
or its designee such inventions and any and all patent  applications and patents
relating thereto.

            7.6 Injunctive Relief. The parties hereby acknowledge and agree that
(a) Employer will be  irreparably  injured in the event of a breach by Executive
of any of his obligations under this Section 6; (b) monetary damages will not be
an  adequate  remedy for any such  breach;  (c)  Employer  will be  entitled  to
injunctive  relief,  in addition to any other remedy  which it may have,  in the
event of any such breach; and (d) the existence of any claims that Executive may
have against Employer,  whether under this Agreement or otherwise, will not be a
defense to the  enforcement  by Employer of any of its rights under this Section
6.

            7.7  Non-Exclusivity  and  Survival.  The covenants of the Executive
contained  in this  Section  6 are in  addition  to,  and not in  lieu  of,  any
obligations  that  Executive may have with respect to the subject matter hereof,
whether by contract,  as a matter of law or  otherwise,  and such  covenants and
their  enforceability  shall survive any  termination of the Employment  Term by
either party and any  investigation  made with respect to the breach  thereof by
Employer at any time.

      8.  Withholding.  Anything to the contrary  notwithstanding,  all payments
required to be made by the Company hereunder to the Executive or the Executive's
estate or beneficiaries  shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll  deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation.

      9.  Section  4999  or 409.  Anything  in this  Agreement  to the  contrary
notwithstanding,  in the  event it  shall be  determined  that  any  payment  or
distribution by the Company to or for the benefit of the Executive ("Anticipated
Benefit")  (whether paid or payable or distributed or distributable  pursuant to
the terms of this  Agreement  or  otherwise)  would be subject to the excise tax
imposed by Section  4999 or Section  409A of the  Internal  Revenue  Code or any
interest or penalties are incurred by the Executive  with respect to such excise
taxes (such  excise tax,  together  with any such  interest and  penalties,  are
hereinafter  collectively  referred to as the "Excise Tax"),  then the Executive
shall be entitled to receive from the Company an additional payment (a "Gross-Up
Payment")  in an amount such that after  payment by the  Executive  of all taxes
(including,  without limitation,  any interest or penalties with respect to such
taxes and any income or Excise Taxes  imposed upon the  Gross-Up  Payment),  the
Executive will net an amount equal to the Anticipated  Benefit minus  applicable
income tax related to the Anticipated Benefit.

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      10.  Arbitration.  Any  controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance herewith, and judgment upon the award rendered by the arbitrators may
be entered in any Court having  jurisdiction  thereof.  Venue of the arbitration
shall be in Broward County, Florida. Any controversy or claim shall be submitted
to three arbitrators selected from the panels of the arbitrators of the American
Arbitration Association.  The arbitrators,  in addition to any award made, shall
have the discretion to award the prevailing  party the costs of the proceedings,
together with reasonable  attorneys' fees, provided that absent such award, each
party shall bear the costs of its own counsel and presentation of evidence,  and
each party shall  share  equally the cost of such  arbitration  proceeding.  Any
award made  hereunder  may be docketed in a court of competent  jurisdiction  in
Broward  County,  Florida,  and  all  parties  hereby  consent  to the  personal
jurisdiction  of such court for purposes of the  enforcement of the  arbitration
award.

      11. Binding Effect.  Except as herein otherwise  provided,  this Agreement
shall  inure to the  benefit of and shall be binding  upon the  parties  hereto,
their personal representatives, successors, heirs and assigns. The Executive may
not assign his rights or  benefits,  or delegate  any of his  duties,  hereunder
without the prior written consent of the Company.

      12. Further  Assurances.  At any time,  and from time to time,  each party
will take such action as may be reasonably requested by the other party to carry
out the intent and purposes of this Agreement.

      13. Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between  the parties  hereto  with  respect to the  subject  matter  hereof.  It
supersedes all prior  negotiations,  letters and understandings  relating to the
subject matter hereof.

      14. Amendment. This Agreement may not be amended, supplemented or modified
in whole or in part except by an  instrument  in writing  signed by the party or
parties  against  whom   enforcement  of  any  such  amendment,   supplement  or
modification is sought.

      15.  Choice of Law.  This  Agreement  will be  interpreted,  construed and
enforced in  accordance  with the laws of the State of Florida,  without  giving
effect to the application of the principles pertaining to conflicts of laws.

      16.  Effect of  Waiver.  The  failure of any party at any time or times to
require  performance of any provision of this Agreement will in no manner affect
the right to  enforce  the same.  The  waiver by any party of any  breach of any
provision  of this  Agreement  will not be  construed to be a waiver by any such
party of any  succeeding  breach of that  provision or a waiver by such party of
any breach of any other provision.

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      17.  Construction.  The parties hereto and their  respective legal counsel
participated  in the preparation of this  Agreement;  therefore,  this Agreement
shall be construed  neither  against nor in favor of any of the parties  hereto,
but rather in accordance with the fair meaning thereof.

      18.  Severability.  The invalidity,  illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this  Agreement,  which  will  remain  in full  force and  effect,  nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement  affect the  balance of such  provision.  In the event that any one or
more of the provisions  contained in this Agreement or any portion thereof shall
for any reason be held to be invalid,  illegal or  unenforceable in any respect,
this  Agreement  shall be reformed,  construed  and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.

      19. No Third-Party Beneficiaries. No person shall be deemed to possess any
third-party  beneficiary  right pursuant to this Agreement.  It is the intent of
the  parties  hereto  that no direct  benefit to any third  party is intended or
implied by the execution of this Agreement.

      20.  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which will be deemed an original.

      21.  Notice.  Any notice  required or permitted to be delivered  hereunder
shall be in  writing  and  shall be  deemed  to have  been  delivered  when hand
delivered,  sent by facsimile  with receipt  confirmed or when  deposited in the
United  States mail,  postage  prepaid,  registered  or certified  mail,  return
receipt  requested,  or by  overnight  courier,  addressed to the parties at the
addresses  first stated herein,  or to such other address as either party hereto
shall  from time to time  designate  to the other  party by notice in writing as
provided herein.

      IN WITNESS  WHEREOF,  this  Agreement  has been duly signed by the parties
hereto on the day and year first above written.


                                         VoIP, Inc.


                                         By: /s/ Steven Ivester
                                            ------------------------------------
                                                 Steven Ivester, CEO


                                         By: /s/ Michael Adler
                                            ------------------------------------
                                                 Michael Adler

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