EXHIBIT 10.4

                          CONSULTING SERVICES AGREEMENT

      THIS CONSULTING  AGREEMENT (the "Agreement"),  is made and entered into as
of this l8th day of October,  2005 (the  "Effective  Date"),  by and among VolP,
Inc.,  a Texas  corporation  (the  "Company")  and Steven  Ivester  (hereinafter
referred  to  as  "Consultant").   The  Company  and  Consultant  are  sometimes
collectively referred to as "Parties" or individually as a "Party".

                                    RECITALS

      WHEREAS,  the Company is an a leading  provider  of.  Voice over  Internet
Protocol (VoIP) hosted communications solutions for service providers, resellers
and consumers worldwide; and

      WHEREAS,   Consultant  has  significant  experience  with  the  operation,
administration and financing of the Company; and

      WHEREAS,  the Company desires to utilize  Consultant's  business expertise
and Consultant desires to provide services to the Company.

      NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  expressly  acknowledged,  the Parties  agree as
follows:

                                    AGREEMENT

                                    ARTICLE I

                                   APPOINTMENT

      1.1  Appointment.  The Company  hereby  engages  Consultant to furnish the
services described in Article 3 of this Agreement, and Consultant hereby accepts
such  engagement.  The Consultant  agrees to use his best efforts to perform his
duties, responsibilities, and obligations set forth in this Agreement.

      1.2 Status of the Parties.  It is expressly  understood and agreed that in
the  performance  of services under this  Agreement,  Consultant  shall,  at all
times,  be an  independent  contractor  with respect to the Company,  and not an
agent or employee of the Company. Further, it is expressly understood and agreed
by the Parties that nothing  contained in this Agreement is intended to create a
joint  venture,   partnership,   association   or  other   affiliation  or  like
relationship  between the Parties.  In no event shall either Party be liable for
the debts or obligations of the other Party. Consultant understands that he will
not be treated as an employee for Federal tax purposes and that Consultant shall
be responsible for all taxes, Social Security and FICA payments and withholding.
Consultant shall not be entitled or eligible to receive  workman's  compensation
insurance,  disability or unemployment  insurance benefits or any other employee
benefits offered by the Company to its employees.

<PAGE>

                                   ARTICLE II

                        CONDITIONS AND TERMS OF AGREEMENT

      The Company  shall at all times retain and exercise  full control over the
operations of the Company's business.  Nothing in this Agreement shall be deemed
to delegate to Consultant any such control or  responsibility.  Consultant shall
perform only those functions set forth in this Agreement or otherwise  delegated
by the Company,  and shall be solely  responsible  for determining the manner in
which the services are  rendered.  The Company  shall  provide  Consultant  with
access to the  Company's  premises  and its  employees to enable  Consultant  to
perform his services  hereunder at no time shall the company with hold access to
any of the company's premises no matter the location.

                                   ARTICLE III

                            OBLIGATIONS OF CONSULTANT

      Consultant  shall devote his best efforts,  skill and sufficient  time and
attention to carry out his  responsibilities  under this  Agreement.  Consultant
shall report to the Chief Executive Officer of the Company (the "Chief Executive
Officer") and the Board of Directors of the Company (the "Board of  Directors").
Consultant  shall  provide,  at the  reasonable  request of the Chief  Executive
Officer  and  the  Board  of  Directors  (the  "Management"),  general  business
strategy,  financing and product  development  advice.  Consultant  shall act in
substantial  accordance  with all  reasonable  instructions  and  directives  of
Management  Consultant  shall comply with all written policies and procedures of
the  Company  that are  furnished  to him and which are  applicable  to  Company
employees in general,  in connection with the performance of services hereunder.
Consultant shall be available,  at reasonable times and upon reasonable  notice,
to consult with Management.

                                   ARTICLE IV

                                     PAYMENT

      4.1 Consideration. In consideration of the services provided by Consultant
pursuant to this Agreement,  the Company shall pay to Consultant  $200,000 on an
annual  (12  calendar  month)  basis  payable in equal  Bi-monthly  installments
commencing on the Effective Date.

      4.2 Reasonableness of Payments.  The amounts paid to Consultant  hereunder
have been  determined  by the  Parties  in good  faith and  through  arms-length
negotiation  and are  intended to be based on fair market value for the services
rendered by the Consultant.

                                    ARTICLE V

                     BUSINESS EXPENSES; ADDITIONAL BENEFITS

      5.1 Reimbursement of Expenses.  The Company shall reimburse Consultant for
business  expenses  reasonably  incurred  in the  performance  of  his  services
pursuant  to  this  Agreement,   including,   without  limitation,   travel  and
entertainment,  and the use of a cellular phone. Requests for reimbursement must
be in writing and  accompanied by  appropriate  documentation.  Consultant  must
obtain  prior  approval  of the Chief  Executive  Officer to be  reimbursed  for
expenses incurred for travel outside of the State of Florida.

                                        2
<PAGE>

      5.2  Office  Space.  The  Company  shall,  at its  sole  expense,  provide
Consultant  with  a  business  office  suitable  for  use by  Consultant  in the
performance of his services at the Company's  executive offices or at a location
satisfactory to Consultant within a ten (10) mile radius of Consultant's address
(as stated in the notice  section  hereof) and the  Company  shall pay the costs
relating  to the  upkeep,  maintenance,  and use of such  office  together  with
reasonable and customary administrative support at such office.

      5.3 Vehicle. The Company shall provide Consultant with a vehicle, fuel and
mileage allowance of $2,500 monthly.

      5.4 Stock Option Plan. In  consideration of the execution by Consultant of
this Agreement and for services rendered hereunder, Consultant shall be eligible
for grants of stock options  pursuant to the Company's Stock Option Plan in such
amounts as may from time to time be determined by the Board of Directors (or the
Stock Option/Compensation Committee), in its sole discretion.

      5.5 Additional  Benefits.  Consultant shall be eligible to receive bonuses
in  such  amounts  and at  such  times  as may be  determined  by the  Board  of
Directors,  in its sole  discretion.  During the term, the Company shall pay for
100% of the costs to provide the Consultant  with "family"  coverage for medical
and  dental.  The  Consultant  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  Consultant  as  additional  compensation.  The cost of, such medical and
dental  coverage  will be pre-tax to the  Consultant  if the election to receive
cash or benefits is made in accordance with the Company's  Internal Revenue Code
("Code")  section 125 plan.  Consultant  shall be indemnified by the Company for
his duties hereunder to the fullest extent allowed by law and in accordance with
the bylaws of the Company.

                                   ARTICLE VI

                        TERM AND TERMINATION OF AGREEMENT

      6.1 Term.  Subject to Section 6.2, the term of this Agreement shall be for
a period of three (3) years from the  Effective  Date.  Subject to Section  6.2,
this Agreement shall  automatically  renew for a one (1) year period,  unless at
least 60 days prior to the renewal  period either Party gives written  notice to
the other Party as provided in Section 9.2 hereof that this  Agreement is not to
renew. This Agreement shall automatically  terminate upon a Change of Control of
the Company, as defined below, and (i) Consultant shall be entitled to receive a
lump sum, payment from the Company, within five (5) days after such termination,
equal to the consideration, as defined in Section 4.1, due to Consultant for the
remaining term of this  Agreement and (ii) any and all stock options  granted to
Consultant  shall  immediately  vest, and become  exercisable in accordance with
their terms.

      6.2 Termination: This Agreement may be terminated as follows:

                                       3
<PAGE>

            6.2.1   Termination  by  Mutual  Consent.   This  Agreement  may  be
terminated at any time by mutual consent. in writing.

            6.2.2  Termination by Company for Cause.  The Company shall have the
right to  immediately  terminate this Agreement upon the happening of any of the
following:

                  (a) Consultant  becomes disabled so as to be unable to perform
            the duties  required by this  Agreement  for a period of ninety (90)
            consecutive days; or

                  (b) the willful failure to  substantially  perform  reasonably
            assigned  duties in accordance  with Article III which after written
            notice  that   describes  the   non-performance   or  other  failure
            ("Deficiency")  remains  uncured  after  seven (7) days  unless such
            Deficiency  is incapable of being cured within such seven day period
            and Consultant is diligently pursuing a cure.

            6.2.3   Termination  by  Company   Without  Cause.  If  the  Company
terminates this Agreement  without cause, or in the event Consultant  terminates
this  Agreement as a result of the Company's  breach of any of the terms hereof,
Consultant  shall be entitled to receive a lump sum  payment  from the  Company,
within  five (5) days after such  termination,  equal to the  consideration,  as
defined  in  Section  4.1,  due to  Consultant  for the  remaining  term of this
Agreement,  including all  automatically  yearly  renewals and any and all stock
options granted to Consultant shall  immediately vest and become  exercisable in
accordance with their terms.

      6.3 Force Majeure.  The inability of any Party to commence or complete its
obligations  hereunder by the dates  required  resulting  from delays  caused by
strikes, walk-outs,  insurrection,  fires, floods, hurricane, freight embargoes,
epidemics,  quarantine restrictions, any law, act, order, proclamation,  decree,
regulation,  ordinance  or any  other  acts  of  any  governmental  or  judicial
authority,  acts  of  God,  acts  of  terrorists,  war,  emergencies,  equipment
failures, shortages or unavailability of materials,  unavailability of necessary
utilities or other similar  causes beyond the Party's  reasonable  control which
shall have been timely  communicated to the other Party, shall extend the period
for the  performance of the obligations for the period equal to the period(s) of
any such  delays(s);  provided that such Party shall  continue to perform to the
extent feasible in view of such force majeure event.

      6.4 Change in Control of the Company Defined.  The term "Change in Control
of the Company" shall mean (i) the approval by the  shareholders  of the Company
of  a  reorganization,   merger,   consolidation  or  other  form  of  corporate
transaction  or series of  transactions,  in each  case,  with  respect to which
persons  who were the  shareholders  of the  Company  immediately  prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter,  own more than 50% of the  combined  voting  power  entitled to vote
generally  in  the  election  of  directors  of  the   reorganized,   merged  or
consolidated  company's then outstanding voting securities,  or (ii) the sale of
all or  substantially  all of the assets of the Company or (iii) the liquidation
of the Company,  or (iii) a change in the  composition of the Board of Directors
such that the  present  members do not  constitute  a  majority  of the Board of
Directors.

                                       4
<PAGE>

      6.5  Section  280G  or  409.  In the  event  Consultant  is  considered  a
"specified  employee"  as defined in  Internal  Revenue  Code  ("Code")  Section
409(A)(2)(B)(i),  or in the event  that any  payment,  benefit  or  compensation
(within  the  meaning  of  Sections  280G(b)(2)  or  409A  of the  Code)  to the
Consultant or for his benefit is paid or payable or distributed or distributable
pursuant to the terms of the this Agreement or otherwise in connection  with, or
arising  out of,  his  engagement  by the  Company or a change in  ownership  or
effective  control  of the  Company  or a  substantial  portion of its assets (a
"Payment"  or  "Payments"),  would be  subject  to excise or  additional  tax or
interest imposed by Code section 4999 or required under Code section  409A(b)(1)
and/or any  interest,  tax or  penalties  are  incurred by the  Consultant  with
respect  to such  excise or  additional  tax (such  excise  or  additional  tax,
together  with any such interest and  penalties,  are  hereinafter  collectively
referred to as the "Excise Tax"),  then either (i) the Consultant shall promptly
receive an  additional  payment (a  "Gross-Up  Payment")  in an amount such that
after  payment  by the  Consultant  of all  taxes  (including  any  interest  or
penalties,   other  than  interest  and  penalties  imposed  by  reason  of  the
Consultant's  failure to file  timely a tax return or pay taxes shown due on his
return,  imposed with respect to such taxes and the Excise Tax),  including  any
Excise Tax imposed upon the Gross-Up Payment,  the Consultant  retains an amount
of the Gross-Up  Payment equal to the Excise Tax imposes upon the  Payments,  or
(ii) solely at the Company's election, any lump sum payment due to Consultant as
a result of the  provisions  of Section  6.1,  6.2.2 or 6.2.3,  shall be paid to
Consultant 6 months after the date such payment is otherwise due,  together with
interest at the rate of 8% per annum on such lump sum amount.

                                   ARTICLE VII

                                    COVENANTS

      7.1  Confidentiality.  Consultant  shall (a) not  disclose  or reveal  any
confidential  information (as herein defined) to any person other than those who
are actively and directly  participating in the services  rendered by Consultant
under this Agreement and (b) not use any confidential  information regarding the
Company  for any  purposes  other than in  connection  with the  services  to be
rendered by Consultant hereunder, and (c) take all steps as are normally used by
Consultant in protecting  confidential  information  to assure  adherence to the
terms of this Agreement.  In the event that Consultant is requested pursuant to,
or required by, applicable law or regulation or by legal process to disclose any
confidential  information regarding the Company,  Consultant agrees that it will
provide the Company with prompt notice of such  request(s) to enable the Company
to seek an appropriate  protective  order and/or waive  compliance by Consultant
with the  provisions  of this  Section.  "Confidential  Information"  means  all
information about the Company, in any form, however and whenever acquired,  that
is not generally known to business  competitors or the general public, and which
is treated as confidential by the Company, including,  without limitation: price
lists,  customer  lists,  vendor or supplier  lists,  procedures,  improvements,
modifications,  enhancements,  concepts and ideas, business plans and proposals,
business  methods,  technical  plans and  proposals,  research and  development,
know-how, budgets and projections, sales techniques, market studies, competitive
analyses,  accounts receivable or payable,  billing methods and other non-public
financial  information,  information  regarding the skills and  compensation  of
employees, technical memoranda, reports, designs and specifications, product and
user  manuals,  software  (whether  or not reduced to writing and whether or not
proteetable by patent or copyright registration), in both object code and source
code, engineering,  hardware configuration information,  new product and service
developments,  and other  information,  data and documents now existing or later
acquired,  regardless  of whether  any of such  information,  data or  documents
qualify   as  "trade   secrets"   under   applicable   Federal   or  state  law.
Notwithstanding  the  foregoing,  "confidential  information"  does not  include
information  which is generally known in the trade or industry,  or which is not
gained  as a  result  of a  breach  of a duty to  maintain  the  secrecy  of the
Company's  confidential  information.  The phrase  "generally  known" shall mean
readily accessible to the public in a written publication.

                                       5
<PAGE>

      7.2 Non-Competition. Consultant expressly covenants and agrees that during
the term of this Agreement and for a period of one (1) year after termination of
this Agreement (unless such termination is without cause),  Consultant shall not
directly  or  indirectly,  either as a  principal,  agent,  employee,  employer,
stockholder,  co-partner or in any other individual or  representative  capacity
whatsoever,  engage in the Company's  business,  anywhere in the United  States.
However,  Consultant may acquire up to five percent (5%) of any publicly  traded
company, even if engaged in competition with the Company.

      7.3 Non-Solicitation of Employees.  Consultant agrees that during the term
of this  Agreement  and for a period of one (1) year after  termination  of this
Agreement,  Consultant shall, (i) not solicit,  entice,  persuade, or induce any
employee of the Company or any of its  subsidiaries  to leave the employ of such
entity,  and (ii) refrain from recruiting or hiring, or attempting to recruit or
hire,  directly or by assisting  others,  any  individual who is employed by the
Company,  or any of its subsidiaries at the time of the attempted  recruiting or
hiring.

      7.4 Non-Solicitation of Customers.  Consultant agrees that during the term
of this  Agreement  and for a period of one (1) year after  termination  of this
Agreement,  Consultant shall refrain from soliciting,  or attempting to solicit,
directly or by assisting  others,  any business from any of the customers of the
Company or its subsidiaries.

      7.5 Work Product.  Consultant  shall disclose  promptly to the Company any
and all  significant  conceptions  and ideas for  inventions,  improvements  and
valuable  discoveries,  whether patentable or not, that are conceived or made by
the  Consultant,  solely  or  jointly  with  another,  during  the  term of this
Agreement and that are directly related to the business or activities of Company
and that  Consultant  conceives  as a  result  of the  Consultant's  independent
contractor  relationship with the Company.  Consultant hereby assigns and agrees
to assign all the Consultant's  interests therein to the Company or its nominee.
Consultant   agrees  that  all  such   inventions,   improvements  and  valuable
discoveries  that the Consultant  develops or conceives  and/or documents during
the term of this Agreement shall be deemed works  made-for-hire  for the Company
within the meaning of the copyright  laws of the United States or any similar or
analogous law or statute of any other jurisdiction and, accordingly, the Company
shall be the sole and  exclusive  owner for all purposes  for the  distribution,
exhibition,  advertising and  exploitation of such materials or any part of them
in all  media  and by all means  now  known or that may  hereafter  be  devised,
throughout the universe in perpetuity.

                                       6
<PAGE>

                                  ARTICLE VIII

                          PIGGYBACK REGISTRATION RIGHTS

      8.1 If the Company (or any successor entity into or with which the Company
may have been merged,  consolidated or otherwise  combined) proposes to register
any of its capital stock under the securities laws on behalf of any shareholder,
and the  registration  form  to be used  may be  used  for the  registration  of
Consultant's shares, the Company shall give prompt written notice to Consultant,
by registered  or certified  mail, at least twenty (20) days prior to the filing
of  each  such  registration  statement,  of  its  intention  to  effect  such a
registration and, at Consultant's  election,  shall include in such registration
the  Consultant's  shares of Company  common stock,  at the  Company's  cost and
expense and at no cost, expense or other liability to Consultant, except for the
fees of any  separate  counsel  retained by  Consultant,  provided  that if such
registration involves an underwritten public offering,  Consultant must sell the
shares  to the  underwriters  selected  by the  Company  on the same  terms  and
conditions as applicable  to other  shareholders  and must execute all documents
reasonably required by the underwriter in connection therewith.

      8.2 Notwithstanding  anything to the contrary contained in Section 8.1, if
in the  reasonable  opinion of Management it is necessary to limit the number of
shares of  capital  stock to be  included  in an  offering  to  ensure  that the
securities  can be  marketed  (i) at a price  reasonably  related  to their then
current market value and (ii) without otherwise  materially  adversely affecting
the entire offering,  Consultant agrees to participation with other shareholders
in such  registration  pro rata based upon their  respective  total ownership of
shares of capital stock of the Company.

                                   ARTICLE IX

                                  MISCELLANEOUS

      9.1  Indemnification.  To the fullest extent permitted by law, the Company
shall  promptly  indemnify  Consultant  for  all  amounts  (including,   without
limitation,  judgments,  fines, settlement payments,  losses, damages, costs and
expenses (including  reasonable attorneys' fees)) incurred or paid by Consultant
in connection with any action, proceeding,  suit or investigation arising out of
or relating to the  performance  by Consultant of his services  pursuant to this
Agreement.   This  indemnification   shall  also  apply  to  Consultant's  prior
activities as an officer and director of the Company.  The Company shall use its
best efforts to include  Consultant  as an insured  under any  insurance  policy
covering its officers, directors and employees.

      9.2 Notice. Any notice, request or demand given pursuant to this Agreement
shall  be in  writing  and  either  hand  delivered,  or  sent by  certified  or
registered  U.S. mail,  return receipt  requested.  Notice shall be deemed given
upon receipt and delivered to the respective addresses set out below, or to such
other address as a Party shall  specify in the manner  required by this Section,
as follows:

                                       7
<PAGE>

      IF TO COMPANY:

               VoIP, Inc.
               12330 Southwest 53rd Street
               Suite 712
               Fort Lauderdale, Florida 33330
               Attn: Mike Adler, CEO

      IF TO CONSULTANT:

               Steven Ivester
               1058 Waterside Cir
               Weston, FL  33327

      9.3  Assignment.  Consultant  may only assign any of its rights under this
Agreement  to an entity  controlled  by  Consultant.  The  Agreement  may not be
assigned by the Company without Consultant's prior written consent.

      9.4 In the event of  termination  the  company  shall pay the  consultants
"NOTE" from the company in full within 72 hours.

      9.5 Legal Fees. The Company shall pay Consultant's legal fees with respect
to the formation and review of this Agreement, up to a maximum of $5,000.

      9.6 Observation Rights. In consideration of the execution by Consultant of
this Agreement,  Consultant  shall have the right to attend any and all meetings
of the Board of Directors  until October 18, 2008 or the date of  termination of
this agreement whichever occurs first.

      9.7 Governing  Law/Prevailing  Party. This Agreement shall be construed in
accordance  with and  governed  for all  purposes  by the  laws of the  State of
Florida  applicable to contracts executed and to be wholly performed within such
state  without  giving  effect to any choice of law or  conflict of law rules or
provisions  (whether  of the State of  Florida or any other  jurisdiction)  that
would cause the application of the laws of any other jurisdiction other than the
State of Florida. This Agreement shall be subject to the exclusive  jurisdiction
of the courts of the State of Florida located in Broward County,  Florida or the
United States District Court for the Southern  District of Florida.  The parties
to this  Agreement  agree  that  any  breach  of any term or  condition  of this
Agreement  shall be deemed to be a breach  occurring  in the State of Florida by
virtue of a failure to perform an act  required to be  performed in the State of
Florida and  irrevocably  and expressly  agree to submit to the  jurisdiction of
such courts in the State of Florida for the purpose of  resolving  any  disputes
among the parties  relating to this Agreement or the  transactions  contemplated
hereby.  The parties  irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement,  or any
judgment  entered by any court in  respect  hereof  brought  in Broward  County,
Florida,  and  further  irrevocably  waive  any claim  that any suit,  action or
proceeding   brought  in  Broward  County,   Florida  has  been  brought  in  an
inconvenient  forum. The prevailing party in any suit brought hereunder shall be
entitled to  reimbursement  for legal fees and costs incurred in connection with
such suit (and appeal).

                                        8
<PAGE>

      9.8 Entire Agreement.  This Agreement contains the entire agreement of the
Parties and  supersedes  all prior  agreements,  contracts  and  understandings,
whether written or otherwise, between the Parties relating to the subject matter
hereof and may not be modified except by an amendment signed by the Parties.

      9.9  Severability.  If any provision of this Agreement shall be determined
by a court of competent  jurisdiction to be invalid, void or unenforceable,  the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,  impaired
or  invalidated.  If any provisions  shall be determined by a court of competent
jurisdiction  to be  unenforceable  because  excessively  broad  or  vague as to
duration,  activity or subject,  it shall be construed by limiting,  reducing or
defining it, so as to be enforceable.

      9.10 Waiver.  Neither the failure nor delay on the part of either Party to
exercise  any right,  remedy,  power or  privilege  under this  Agreement  shall
operate as a waiver hereof. No waiver shall be effective unless it is in writing
and is signed by the Party asserted to have granted such waiver.

      IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement as of the
date and year set forth on the first page of this Agreement.

                                         VOIP, INC.



Date: October 18, 2005                   By: /s/ Mike Adler
                                             -----------------------------------
                                                 Mike Adler, CEO



                                         CONSULTANT



Date: October 18, 2005                   By: /s/ Steven Ivester
                                             -----------------------------------
                                                 Steven Ivester


                                        9