Exhibit 10.3.2
                                                                  --------------
                              INVESTORS' AGREEMENT

     This INVESTORS' AGREEMENT (this "Agreement") is made and entered into as of
May 24, 2004, by and between VoIP, INC., a Texas  corporation and iCABLE SYSTEMS
CO., LTD., a Korean corporation ("iCable"). (Each of VoIP and iCable is referred
to herein as a "Party".)

                               W I T N E S S E T H

     WHEREAS,  the  Parties  have  formed  iMax  Solutions,  Inc.  as  a  Nevada
corporation (the "Company") to act as a joint venture vehicle for the Parties to
develop the  voice-over-Internet-protocol  business and  production of iCable in
the North & South Americas, and;

     WHEREAS, the Parties desire to cooperate in the development of the business
of the Company as set forth herein.

     NOW, THEREFORE,  in consideration of the mutual promises,  representations,
warranties,  covenants,  conditions and agreements contained herein, the Parties
hereto, intending to be legally bound by the terms hereof, agree as follows:

SECTION 1. DEFINITIONS.

     As used in this Agreement, the following terms have the following meanings:

     "Affiliate" or "affiliate" shall mean, with respect to any Person,  (i) any
other Person directly or indirectly owning, controlling or holding with power to
vote 50% or more of the outstanding  voting  securities of the specified Person;
(ii) any other Person 50% or more of whose  outstanding  voting  securities  are
directly  or  indirectly  owned,  controlled  or held with  power to vote by the
specified  Person;  (iii) any other Person  directly or indirectly  controlling,
controlled  by or under common  control with the specified  Person;  or (iv) any
officer, director, partner or sanguineous or affined kin of the specified Person
or of any other Person described in clause (iii) above.

     "Commission"   shall  mean  the  United  States   Securities  and  Exchange
Commission  or any other similar or successor  agency of the federal  government
administering the Securities Act.

     "Common Stock" shall mean the common stock of the Company,  par value $.001
per share.

     "Holders" shall mean any Person holding any of the Common Stock.

     "iCable" means iCable Systems, Co., Ltd., a Korean corporation.

     "Company  Stock"  shall have the  meaning  ascribed to such term in Section
3.1.

     "Person"  shall  mean any  individual,  corporation,  partnership,  limited
liability  company,  joint venture,  association,  joint stock  company,  trust,
unincorporated  organization  or government  or agency or political  subdivision
thereof.



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     "Sale  Contract"  shall have the  meaning  ascribed to such term in Section
4.3.

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
successor  Federal  statute  and the rules  and  regulations  of the  Commission
promulgated thereunder, all as the same shall be in effect at the time.

     "Tag  Transaction"  shall have the meaning ascribed to such term in Section
4.1.

     "Tagalong  Party"  shall have the meaning  ascribed to such term in Section
4.1.

     "Transfer" shall have the meaning ascribed to such term in Section 3.4. For
the  avoidance  of doubt,  the term  "Transfer"  shall  not  include a pledge or
hypothecation,   but  shall  include  any  transfer  upon  the   foreclosure  or
realization of collateral arising from a pledge or hypothecation.

     "Transferor" shall have the meaning ascribed to such term in Section 4.1.

     "Transferee" shall have the meaning ascribed to such term in Section 4.1.

     "VoIP" shall mean VoIP, Inc., a Texas corporation.

     "Product"  of  this  agreement  shall  mean  VoIP  CPE  (Customer   Premise
Equipment) developed by iCable.

SECTION 2. FORMATION OF COMPANY

     2.1 Each of the Company,  VoIP and iCable hereby agree to cause the Company
to be formed in the State of Nevada and  domiciled in the State of Florida.  The
Company shall share office space with VoIP. The articles of incorporation of the
Company shall be filed  substantially  in the form of Exhibit A attached hereto.
The  bylaws  and  organizational   minutes  of  the  Company  shall  be  adopted
substantially  in the form of Exhibit B and  Exhibit C,  respectively,  attached
hereto.  Immediately  upon being  authorized  to do so, the Company shall adopt,
ratify and become a Party  hereto with the same effect as if it were an original
signatory.

SECTION 3. CONTRIBUTION AND OTHER AGREEMENTS

     3.1 Each of VoIP and iCable hereby agree to contribute and convey an amount
equal to $50.00 per share of common stock  within ten (10) days after  execution
hereof  ($25,500  from VoIP and $24,500 from iCable) in exchange for issuance of
common stock (collectively, the "Company Stock").

     3.2 In addition, the Parties agree to contribute the following property and
rights to the Company:

          (a)  iCable  will  contribute  all  of its  rights  and  interests  in
     contracts  and  rights  with his  current  customers  in the  North & South
     Americas. A list of such contracts is set forth on Schedule A.




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          (b) iCable will  license to the  Company,  pursuant to a  royalty-free
     license  agreement to be completed  within 30 days containing the following
     terms, among others:

               (i) the Company  shall have the  exclusive  right to use iCable's
          intellectual  property and rights to its products in the North & South
          Americas.

               (ii) iCable will not sell direct to any customer that will resell
          such products into the Company's territory.

               (iii) A list of all intellectual property rights and interests to
          be licensed is set forth on Schedule B (the "Intellectual Property").

               (iv)  Goods  sold  from  iCable  to the  Company  will be  priced
          competitively with only a normal, agreed profit margin.

               (v)  iCable  will   license  its  patent  for  the  PSTN  version
          (MTA-V102C) to the Company.

               (vi) The Company will receive  compensation  for sales in Asia by
          iCable  resulting  from  efforts  by the  Company  or  VoIP,  and upon
          agreement by the parties in other countries in the Eastern Hemisphere.

               (vii)  All  existing  contract  discussions  between  iCable  and
          customers  in the joint  venture  territory  (including  AT&T) will be
          treated as customers of the Company.

          (c)  iCable  will  contribute  to ensure  that the  turnover  from the
     operations  of the  Company  for the year  2004,  2005  and  2006  shall be
     $10mill, $25mill and $40mill, respectively (Schedule 2.) (Turnover))..

     3.3 Each Party  hereto  understands  and agrees that the Company will cause
the  legends  set  forth  below  to be  placed  upon any  certificates  or other
documents or instruments evidencing ownership of the Company Stock:

       "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  ARE SUBJECT TO THE
       TERMS AND CONDITIONS OF THAT CERTAIN  INVESTORS'  AGREEMENT DATED
       AS OF MAY 24, 2004 BY AND AMONG VoIP,  INC.  AND iCABLE  SYSTEMS,
       LTD.

       "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
       THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD OR
       TRANSFERRED,  ASSIGNED,  PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
       REGISTERED UNDER SUCH ACT OR EXEMPT FROM SUCH REGISTRATION."

     3.4  VoIP  agrees  to pay to  iCable  the sum of USD  5,000,000,  of  which
$2,500,000  shall be payable in cash on June 30th,  2004, or within a reasonable
amount of time  thereafter  not to exceed 30 days and $2,500,000 in cash by July
30, 2004,  or within a  reasonable  amount of time  thereafter  not to exceed 60
days. iCable may use the proceeds of such payments for any legitimate purpose.




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<PAGE>


     3.5 Proxy.  VoIP  hereby  grants to iCable an  irrevocable  proxy to vote a
total of 20 shares of the Company's Stock owned by VoIP, thus granting to iCable
and its affiliates the right to vote an aggregate of 51% of the Company's Stock.

     3.6 Mr.  Jinsu  Chung,  CEO of iCable,  shall  remain as CEO of the Company
until the expiration date of this agreement.

SECTION 4. TAGALONG RIGHTS.

     4.1 If either  Party or any  Affiliate  thereof  ("Transferor")  transfers,
other than in a public offering pursuant to a registration statement, any shares
of Company Stock held by such  Transferor to any Person or Persons other than to
an Affiliate of such Party (a  "Transferee")  in one  transaction or a series of
related  transactions,  which transfer or transfers constitute the Transfer of a
majority of the shares of Company Stock held by the other Party, respectively (a
"Tag  Transaction"),  then the other Party or any  Affiliate  of the other Party
(the "Tagalong  Party") shall have the right to sell to the  Transferee,  at the
same  price  per  share  and  otherwise  substantially  on the  same  terms  and
conditions  as  provided  with  respect  to the  sale by the  Transferor  to the
Transferee,  up to the number of shares of Common Stock  (rounded to the nearest
whole  share)  equal to the product of (i) the total  number of shares of Common
Stock which the  Tagalong  Party then owns and (ii) a fraction  with a numerator
equal to the number of shares of Company  Stock then  proposed to be sold by the
Transferor  and a  denominator  equal to the total  number of shares of  Company
Stock  owned by the  Transferor.  The right of the  Transferor  to sell shall be
subject to the condition  that the Transferor  shall cause the  Transferee  that
proposes to purchase the shares of the  Transferor to offer to purchase,  at the
same price per share and otherwise  substantially on the same terms, such number
of shares from the Tagalong Party; provided,  however, that if the Transferee is
for any reason  unwilling or unable to purchase the  aggregate  number of shares
from the Transferor to be purchased together with the Tagalong Party desiring to
Transfer  shares in such  transaction,  then the  number of shares to be sold by
each  shall be  proportionally  reduced  (based  on the  total  number of shares
originally  proposed to tag along or be sold) to such number as, when taken with
the number of shares to be sold by each other such Party,  shall be equal to the
number of shares which such Transferee is willing or able to purchase  (provided
that such Transfer  shall satisfy the conditions set forth in the first sentence
of this Section 4.1).

     4.2 The Transferor shall give written notice to the other Party, and to any
Affiliate  of the other  Party to whom the other Party has  Transferred  Company
Stock  (notice  of  which  such  Affiliate  transferees  has  been  given to the
Transferor)   at  least  fifteen  (15)  business  days  prior  to  any  proposed
Transfer(s) of Company Stock  constituting a Tag  Transaction.  The notice shall
specify  the  proposed  Transferee,  the number of shares of Common  Stock to be
sold,  the amount and type of  consideration  to be received  therefor,  and the
place and date on which the sale is to be  consummated.  If the  Tagalong  Party
desires to include shares of Company Stock in such sale pursuant to Section 4.1,
the Tagalong  Party shall be required to notify the Transferor not more than ten
(10) business  days after its receipt of the notice  required to be delivered by
the  Transferor  in order to exercise  its tagalong  rights  under  Section 4.1.
Failure to give such notice shall  constitute  an election not to exercise  such
right and upon the closing of such Transfer the tagalong right terminates.




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<PAGE>


     4.3 If a Transferor  proposes to Transfer to any  Affiliate  thereof any of
the Company Stock held by such Transferor,  then such Transferor, as a condition
to the  Transfer,  (i) shall cause such  Affiliate  to agree to be bound by this
Section 4 and such Affiliate  shall thereupon be deemed to be a Party hereto and
(ii) shall notify the other Party of the  identity and address of the  Affiliate
transferee.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

     Each of VoIP and iCable  hereby  represents  and warrants as of the date of
this Agreement as set forth below:

     5.1  Organization,   Good  Standing  and  Qualification.   Each  (a)  is  a
corporation duly organized, validly existing and in good standing under the laws
of its  incorporation;  (b) has the  corporate  power and  authority  to own and
operate its properties and assets, to execute and deliver this Agreement and the
other documents contemplated herein.

     5.2 Authorization; Binding Obligations. All corporate action on the part of
each Party, its officers and directors  necessary for the  authorization of this
Agreement,  the  performance of all  obligations  hereunder has been taken.  The
Agreement,  when executed and delivered and to the extent it is a Party thereto,
will be valid and binding  obligations  of each Party  enforceable in accordance
with their terms,  except (a) as limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or  other  laws of  general  application  affecting
enforcement  of  creditors'  rights,  and (b) general  principles of equity that
restrict the availability of equitable or legal remedies.

     5.3 Intellectual Property.

          (a)  Schedule B lists all of iCable's  Intellectual  Property.  iCable
     owns or  possesses  sufficient  legal  rights to all  patents,  trademarks,
     service  marks,   trade  names,   copyrights,   trade  secrets,   licenses,
     information and other  proprietary  rights and processes  necessary for its
     business as now conducted and to iCable's  knowledge as presently  proposed
     to be conducted,  without any known  infringement  of the rights of others.
     There  are no  outstanding  options,  licenses  or  agreements  of any kind
     relating to the foregoing  proprietary  rights, nor is iCable bound by or a
     Party to any options,  licenses or  agreements  of any kind with respect to
     the patents,  trademarks,  service marks,  trade names,  copyrights,  trade
     secrets,  licenses,  information and other proprietary rights and processes
     of any other  person or entity  other  than such  licensees  or  agreements
     arising from the purchase of "off the shelf" or standard products.

          (b) Except as set forth on  Schedule B,  iCable has not  received  any
     communications  alleging  that  iCable  has  violated  any of the  patents,
     trademarks,  service  marks,  trade names,  copyrights  or trade secrets or
     other proprietary rights of any other person or entity, nor is iCable aware
     of any basis therefore.




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<PAGE>

     5.4  Compliance  with Other  Instruments.  Neither Party is in violation or
default of any term of its Charter or Bylaws,  or of any  material  provision of
any mortgage, indenture, contract, agreement, instrument or contract to which it
is Party or by which it is bound or of any judgment,  decree, order or writ. The
execution,  delivery and  performance of and compliance with this Agreement will
not, with or without the passage of time or giving of notice, result in any such
material  violation,  or be in conflict  with or  constitute a default under any
such term or provision, or result in the creation of any mortgage, pledge, lien,
encumbrance  or charge upon any of the  properties  or assets of either Party or
the suspension, revocation, impairments, forfeiture or nonrenewal of any permit,
license,  authorization or approval  applicable to either Party, its business or
operations or any of its assets or properties.

     5.5  Litigation.  There is no action,  suit,  proceeding  or  investigation
pending or currently  threatened  against  either Party that prevents such Party
from  entering  into  this  Agreement  or  transactions  contemplated  hereby or
thereby, or which might result, either individually or in the aggregate,  in any
material adverse change in the assets, condition, affairs or prospects of either
Party,  financially  or  otherwise.  Neither  Party is a Party or subject to the
provisions of any order,  writ,  injunction,  judgment or decree of any court or
government agency or instrumentality.  There is no action,  suit,  proceeding or
investigation  by either Party currently  pending or which such Party intends to
initiate.

     5.6  Compliance  with Laws;  Permits.  Neither Party is in violation in any
material  respect  of  any  applicable  statute,  rule,  regulation,   order  or
restriction  of any domestic or foreign  government  or any  instrumentality  or
agency thereof in respect of the conduct of its business or the ownership of its
properties  which violation would  materially and adversely affect the business,
assets, liabilities, financial condition, operations or prospects of such Party.
No governmental orders,  permission,  consents,  approvals or authorizations are
required to be obtained and no  registrations or declarations are required to be
filed in connection  with the execution and delivery of this  Agreement,  except
such as has been duly and  validly  obtained  or filed,  or with  respect to any
filings  that  must be made  after  the  Closing,  as will be  filed in a timely
manner.  Each  Party has all  material  franchises,  permits,  licenses  and any
similar  authority  necessary  for the  conduct  of its  business  as now  being
conducted by it, the lack of which would  materially  and  adversely  affect the
business, properties, prospects or financial condition of such Party.

     5.7 Insurance.  Each Party has general commercial,  product liability, fire
and casualty  insurance  policies with  coverages  which such Party believes are
customary for companies similarly situated in the same or similar business.

     5.8 Investment Representations.  Both Parties understand that the Company's
securities are being offered and sold pursuant to an exemption from registration
contained   in  the   Securities   Act  based  in  part  upon  the   purchasers'
representations contained in the Agreement,  including, without limitation, that
the  purchaser is an  "accredited  investor"  within the meaning of Regulation D
under the Securities Act of 1933, as amended (the "Securities  Act"). Each Party
confirms that it has received or has had full access to all the  information  it
considers  necessary or appropriate to make an informed investment decision with
respect to the Company's shares acquired by it. Each Party further confirms that
it has had an opportunity to ask questions and receive  answers from the Company
regarding the Company's business, management and financial affairs and the terms
and conditions of the securities and to obtain  additional  information  (to the
extent  the  Company  possessed  such  information  or could  acquire it without
unreasonable effort or expense) necessary to verify any information furnished to
such Party or to which such Party had access.



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<PAGE>

     5.9 Each Party Bears Economic Risk. Each Party has  substantial  experience
in evaluating and investing in private  placement  transactions of securities in
companies  similar to the Company so that it is capable of evaluating the merits
and risks of its  investment  in the Company and has the capacity to protect its
own interests.  Each Party must bear the economic risk of this investment  until
the  securities  are sold  pursuant to (i) an effective  registration  statement
under the Securities  Act, or (ii) an exemption from  registration  is available
with respect to such sale.

     5.10  Acquisition  for Own Account.  Each Party is acquiring the shares for
purchasers'  own account for investment  only, and not as a nominee or agent and
not with a view towards or for resale in connection with their distribution.

SECTION 6. RESTRICTIONS ON TRANSFER.

     6.1  Restrictions  on  Transfer.  No sale,  assignment,  transfer,  pledge,
hypothecation,  or other disposition,  voluntary and involuntary,  of any of the
Company Stock,  now or hereafter  owned or held by any Party, or of any interest
therein  (hereinafter  referred  to as a "Transfer  of Stock"),  shall be valid,
enforceable  or effective  unless made in  accordance  with all of the terms and
provisions of this Agreement.

     6.2 Method of Transfer.  Neither of the Parties  shall make any Transfer of
Stock unless he shall have first offered all of his shares of stock to the other
Party in the manner and to the extent hereinafter set forth.

          (a) Transmitting of Offer Received by a Party. The Party purporting to
     effect a Transfer of Stock (hereinafter referred to as the "Offeror") shall
     transmit to the other Party by certified mail, return receipt requested,  a
     true copy of a bona fide written  offer or other  instrument  pertaining to
     the purchase of any or all of the Offeror's stock, together with sufficient
     information  from  which a judgment  may be made as to the  ability of such
     Offeror to perform such offer and as to the  desirability of permitting the
     prospective purchaser to be a shareholder of the Corporation.

          (b) Option to Other  Party.  The other  Party  shall have the  option,
     exercisable  within  thirty  (30) days of the  receipt  of any  notice of a
     Transfer of Stock,  to purchase  such  Company  Stock on the same terms and
     conditions  contained  in the offer,  at a price equal to the lesser of the
     price  contained in the offer or the "Option  Price" set forth in Section 6
     hereof.

          (c) Sale Following Option Period.  In the event that any Company Stock
     has been  offered for sale under and  pursuant to this  Section 6, and such
     offer has not been  finally  accepted  in  accordance  with the  provisions
     hereof, any stock upon which such option has not been exercised may be sold
     or disposed of upon the terms and conditions  contained in the offer within
     ten  (10)  days  after  the  expiration  of the last  date of any  right to
     purchase,  provided that the  purchaser or purchasers  who acquire the same
     shall hold the stock subject to the terms of this Agreement. Any such stock
     which is not sold or  disposed  of within  such ten (10) day  period  shall
     again become fully subject to the terms of this Agreement.





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     6.3 Permitted  Transfers.  There shall be no restriction  upon the right of
Party to make a Transfer of Stock to its employees, officers, directors or to an
affiliate.  In the event of a Permitted  Transfer,  the transferring Party shall
notify the other Party of the name and  relationship  to the  transferor  of the
transferee.

     6.4 Transfer Contrary to Agreement.  Any purported transfer in violation of
any  provisions  of this  Agreement  shall be void and  ineffectual,  shall  not
operate to transfer any interest or title in the stock, and shall give the other
Shareholder an option to purchase such shares for the price and on the terms and
conditions provided for in Section 6.4.

     6.5 Optional Purchase Upon Other Events.

          (a) Optional Purchase Events. A Party may, at its option, purchase the
     other Party's Company Stock, in any of the following events:

               (i) any execution of a conveyance or other attempt to transfer or
          otherwise  dispose of  (voluntarily  or  involuntarily,  including any
          transfer  of  beneficial  or record  interest  upon  termination  of a
          marital  relationship)  all or any  part of a  Party's  interest  in a
          manner not expressly permitted under this Agreement.

               (ii) the  making of any  general  assignment  for the  benefit of
          creditors by a Party;

               (iii) the  filing of a  voluntary  petition  in  bankruptcy  or a
          voluntary  petition for an  arrangement  or  reorganization  under the
          Federal Bankruptcy Act by a Party;

               (iv)  the  appointment  of a  receiver  or  trustee  for  all  or
          substantially  all of a Party's  property  or  assets  if not  removed
          within sixty (60) days; or

               (v) the entry of a final judgment,  order or decree of a court of
          competent  jurisdiction  adjudicating a Party to be bankrupt,  and the
          expiration without appeal of the period, if any, allowed by applicable
          law in which to appeal therefrom.

          (b)  Option  Price.  The  purchase  price  to be paid  for  any  stock
     purchased  pursuant  to this  Section  6.5  shall be the book  value of the
     Company Stock as determined by the Company's independent accountants.

          (c) Option  Terms.  The purchase  price payable under this Section 6.5
     shall be payable  within  sixty (60) days of the event  listed,  and in the
     form of the purchaser's  promissory  note payable over 60 months,  in equal
     installments of principal, plus interest on the unpaid principal balance at
     the prime rate of interest quoted in the Wall Street Journal. Obligor shall
     have the right to prepay the purchase  price.  Such  purchase note shall be
     unsecured.




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SECTION 7. VOTING AGREEMENT.

     The Board of Directors of the Corporation shall consist of four (4) or more
members. In elections to choose Directors of the Corporation,  each Party agrees
to vote all of the shares  which he is entitled to vote,  in person or by proxy,
for the election of two members nominated by iCable and two members nominated by
VoIP.

SECTION 8. CONFIDENTIALITY.

     8.1 Confidentiality.

          (a) Confidential  Information.  The Parties acknowledge that by reason
     of their  relationship to each other under this  Agreement,  each will have
     access  to  certain  information  and  materials   concerning  the  other's
     business, plans, trade secrets,  customers (including,  but not limited to,
     customer  lists),  technology,  and/or products that is confidential and of
     substantial  value to that  Party,  which  value  would be impaired if such
     information were disclosed to Third Parties  ("Confidential  Information").
     Each  Party  agrees  that it will not use in any way other  than  expressly
     authorized or contemplated under this Agreement,  nor disclose to any third
     Party, any such Confidential  Information revealed to it by the other Party
     (except that Confidential Information may be disclosed, as required for the
     purposes of this  Agreement,  to any  Regulatory  Authority,  an Affiliate,
     assignee, distributor, consultant or third Party contractor or research and
     development    organization   under   similar   written    obligations   of
     non-disclosure and non-use),  and will take every reasonable  precaution to
     protect  the   confidentiality   of  such  information  and  with  no  less
     restrictive  precautions  than it takes  to  protect  its own  confidential
     information.  If  Confidential  Information  is required to be disclosed in
     response  to a valid  order  by a  court,  Regulatory  Authority  or  other
     government body of competent  jurisdiction,  or if otherwise required to be
     disclosed by law, or if  necessary to establish  the rights of either Party
     under this Agreement,  the receiving Party shall use reasonable  efforts to
     provide  the  disclosing   Party  with  advance  notice  of  such  required
     disclosure  to  give  the  disclosing  Party  sufficient  time  to  seek  a
     protective order or other protective  measures,  if any are available,  for
     such Confidential Information.

          (b) Exceptions.  For purposes of this Agreement,  information shall be
     deemed Confidential  Information if such information,  by its nature or due
     to the context within which it is disclosed,  is obviously  intended by the
     disclosing Party to be kept  confidential even if not identified as such in
     writing  or  with  legends  or  other  markings.   The  person   disclosing
     Confidential  Information  shall  endeavor  to confirm  verbally  disclosed
     Information as  "CONFIDENTIAL"  in writing,  given the  understanding  that
     failure to do so does not constitute a designation of  non-confidentiality,
     particularly  when the  confidential  nature is apparent  from  context and
     subject  matter.  Upon  request by a Party,  the other  Party  will  advise
     whether or not it considers any  particular  information or materials to be
     Confidential   Information.   Confidential  Information  does  not  include
     information, technical data or know-how that:




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<PAGE>

               (i) is or  becomes  publicly  available  through  no fault of the
          receiving  Party  or  its  individual  employees,  agents  or  members
          amounting to a breach of this Agreement;

               (ii) is  lawfully  obtained  on a  non-confidential  basis by the
          receiving Party from a third Party who is not obligated to retain such
          information in confidence;

               (iii) the receiving Party can demonstrate, by competent evidence,
          was known to it or any of its Affiliates  from a source other than the
          disclosing  Party or any of its  Affiliates  prior  to the  disclosure
          under this Agreement;

               (iv) the receiving  Party can  demonstrate by its written records
          is  independently  developed by employees of the receiving Party or an
          Affiliate of the receiving  Party,  which employees were neither privy
          to nor  had  access  to the  Confidential  Information  and  which  is
          developed without use in any way of the Confidential Information;

               (v) must be disclosed to  governmental  agencies,  provided that:
          (A) this  exception  shall only apply to disclosure to such  agencies,
          and not to any other person or entity;  and (B) the  disclosing  Party
          shall (1) provide the other Party with prompt notice (including copies
          of all written requests or demands) of any proposed  disclosure to any
          governmental   agency,   with  an  explanation  of  the   Confidential
          Information  of the other Party to be disclosed;  and (2) cooperate in
          any lawful  effort by the other  Party to  prevent,  limit or restrict
          disclosure of its Confidential Information to such government agency.

     8.2 Remedy. If either Party breaches any of its obligations with respect to
this Article 8, or if such a breach is likely to occur, the other Party shall be
entitled  to  seek  equitable  relief,  including  specific  performance  or  an
injunction,  in  addition  to any other  rights  or  remedies,  including  money
damages, provided by law, without posting a bond.

     8.3 Return of Confidential Information.  Within ten (10) days following the
termination  of any  agreement  between the Parties  with respect to the subject
matter the receiving Party agrees to promptly return all tangible items relating
to the Confidential  Information,  including all written material,  photographs,
models,  compounds,  compositions and the like made available or supplied by the
disclosing  Party to the  receiving  Party,  and all  copies  thereof,  upon the
request of the  disclosing  Party,  except such records as may be required to be
kept for FDA or other government regulatory compliance. Recipient further agrees
to  identify  those  persons to whom the  Confidential  Information  that is the
subject of this Agreement was disclosed upon request of the disclosing Party.

SECTION 9. FORCE MAJEURE.

     9.1  Force  majeure.  Neither  Party  shall be  considered  in  default  of
performance of its obligations under this Agreement, except any obligation under
this Agreement to make payments when due, to the extent that performance of such
obligations is delayed by contingencies or causes beyond the reasonable  control




                                       10
<PAGE>

and not caused by the negligence or willful misconduct of such Party,  including
but not limited to strike, fire, flood, earthquake, windstorm, governmental acts
or orders or restrictions,  or force majeure,  to the extent that the failure to
perform is beyond the  reasonable  control of the  nonperforming  Party,  if the
Party  affected  shall give prompt written notice of any such cause to the other
Party.  The Party giving such notice shall thereupon be excused from such of its
obligations under this Agreement for the period of time that it is so disabled.

SECTION 10. TERM AND TERMINATION.

     10.1 Term.  This Agreement  shall expire on December 31, 2026 (the "Initial
Term"),  after which this Agreement may be renewed for successive periods of one
calendar  year each,  any such  agreement to renew to be confirmed in writing by
the Parties.

     10.2  Termination  for Material  Breach.  Either Party may  terminate  this
Agreement  upon  written  notice if the  other  Party  has  breached  any of its
material  obligations  under this  Agreement,  and (a) such  breach has not been
cured  within 60 days  after  written  notice of the  breach,  or (b) if a plan,
reasonably  acceptable to the non-breaching Party, is not implemented to cure as
soon as practicable after notice of the breach.

     10.3  Termination  upon  Insolvency.  Either  Party may, in addition to any
other  remedies  available to it by law or in equity,  terminate  this Agreement
immediately  by  written  notice to the other  Party  upon (i) the filing by the
other Party of a voluntary  petition in  bankruptcy  or seeking  reorganization,
liquidation,  dissolution,  winding-up, arrangement, composition or readjustment
of  its  debts  or  any  other   relief   under  any   bankruptcy,   insolvency,
reorganization  or other similar act or law of any jurisdiction now or hereafter
in effect,  (ii) the filing against such other Party of an involuntary  petition
in bankruptcy  which is not dismissed within 60 days, (iii) the appointment of a
receiver or trustee of any of such other Party's property if such appointment is
not  vacated  within  60 days,  (iv) the  adjudication  of such  other  Party as
insolvent,  or (v) the assignment of such other Party's property for the benefit
of its creditors.

     10.4  Termination  for  Force  Majeure.  Either  Party may  terminate  this
Agreement  upon thirty (30) days written  prior notice in the event of the other
Party's inability to substantially  perform its obligations under this Agreement
for more than one hundred  eighty (180) days due to an event of force majeure as
described in Article 9.

SECTION 11. INSPECTIONS

     11.1  Inspections.  Each Party, upon its own discretion and at its own cost
and expense,  is entitled during ordinary business hours and at dates acceptable
to the other Party to inspect or to have inspected,  the other Party's plant and
procedures used in the business of the Company.

     11.2  Books  and  Records.  Each  Party  agrees to  maintain  and cause its
Affiliates to maintain  complete and accurate books and records of account so as
to  enable al other  Parties  to  verify  amounts  due and  payable  under  this
Agreement.  In  particular,  each Party shall  preserve  and  maintain  all such
records and accounts required for audit for a period of four (4) years after the
calendar quarter for which the record applies.




                                       11
<PAGE>

SECTION 12. DISPUTES.

     12.1 Arbitration.  If the Parties' are unable to settle amicably any claim,
dispute,  controversy  or  difference  arising  out of or in  relation  to or in
connection  with  this  Agreement  or  for  breach  of  this  Agreement  through
consultation  and negotiation in good faith and a spirit of mutual  cooperation,
then the dispute shall be resolved  through  binding  arbitration  in accordance
with the rules of the American Arbitration  Association then in effect. Judgment
upon the award  rendered by the  arbitrators  may be entered in any court having
jurisdiction  thereof.  In any arbitration  pursuant to this section,  the award
shall be  rendered  by a  majority  of the  members  of a board  of  arbitration
consisting  of three  members,  one being  appointed by each Party and the third
being  appointed  by mutual  agreement of the two  arbitrators  appointed by the
Parties. The place of arbitration shall be Ft. Lauderdale, Florida.

     12.2  UN  Convention  Not  Applicable.   The  Parties  expressly   disclaim
application to this Agreement of the United Nations  Convention on Contracts for
the International  Sale of Goods, and agree that it shall not govern or apply to
this Agreement or its performance or construction.

     12.3  Governing  Law.  This  Agreement   shall  be  governed,   controlled,
interpreted  and  defined by and under the laws of the State of Florida  and the
United  States  without  regard to that body of law known as  conflicts  of law;
provided  that issues  relating to the  validity and  enforceability  of patents
shall be  governed  by the laws of the  jurisdiction  by which  such  patent was
granted.

SECTION 13. NATURE OF RELATIONSHIP

     13.1  No  Agency;  Independent  Contractor.  Each  Party  is and  shall  be
considered to be an  independent  contractor  of the other Party.  Neither Party
shall be the legal  agent of the other for any  purpose  whatsoever  and neither
Party has any right or authority to make or underwrite any promise,  warranty or
representation, to execute any contract or otherwise to assume any obligation or
responsibility  in the name of or on behalf of the other  Party.  Neither  Party
shall  be  bound  by or  liable  to any  third  persons  for  any act or for any
obligation or debt incurred by the other toward such third Party,  except to the
extent specifically agreed to in writing by the Party so to be bound.

     13.2 Public  Statements.  The Parties  shall  endeavor to provide  courtesy
copies of any public  announcements  concerning the relationship created by this
Agreement.  Neither Party shall make any  representations  concerning  the other
without the prior consent from the other Party.  Notwithstanding  the foregoing,
each  Party  consents  to  references  to it in reports  or  documents  or other
disclosures  sent to stockholders or filed with or submitted to any governmental
authority  or stock  exchange.  Except for such  disclosure  as is  required  by
applicable  law and/or stock exchange  regulation,  neither Party shall make any
announcement,  news  release,  public  statement,  publication  or  presentation
relating to the existence of this Agreement or the  arrangements  referred to in
this Agreement without first notifying the other Party.




                                       12
<PAGE>

SECTION 14. MISCELLANEOUS.

     14.1 Attorney's Fees and Expenses. If any Party hereto fails to perform any
of its obligations under this Agreement, then the defaulting Party shall pay any
and all costs  and  expenses  incurred  by the other  Party on  account  of such
default,  including,  without limitation,  court costs and reasonable attorneys'
fees and disbursements.  Any such attorneys' fees and other expenses incurred by
either Party in enforcing a judgment in its favor under this Agreement  shall be
recoverable separately from and in addition to any other amount included in such
judgment,  and such  attorneys' fees obligation is intended to be severable from
the other provisions of this Agreement and to survive and not be merged into any
such judgment.

     14.2  Successors and Assigns;  Termination.  Except as otherwise  expressly
provided  herein,  this  Agreement  shall inure to the benefit of and be binding
upon the  successors  and  permitted  assigns of the Parties  hereto;  provided,
however, that this Agreement shall terminate and not apply when Company Stock is
no longer held by any of the Parties or their respective Affiliates.

     14.3  Amendment and Waiver,  etc. This  Agreement may be amended,  but only
with the  written  consent of each of the  Parties  hereto.  No failure or delay
(whether by course of conduct or otherwise) by the Parties  hereto in exercising
any  right,  power or remedy  which they may have  under  this  Agreement  shall
operate as a waiver  thereof or of any other right,  power or remedy,  nor shall
any single or partial exercise by the Parties hereto of any such right, power or
remedy  preclude  any other or further  exercise  thereof or of any other right,
power or remedy.  No waiver of any provision of this Agreement and no consent to
any  departure  therefrom  shall ever be  effective  unless it is in writing and
signed by each Party being  adversely  affected  by such waiver or consent,  and
then such waiver or consent  shall be effective  only in the specific  instances
and for the  purposes  for  which  given  and to the  extent  specified  in such
writing.  The remedies  provided for herein are cumulative and are not exclusive
of any  remedies  that may be  available  to the  Parties at law or in equity or
otherwise.

     14.4 Counterparts. Two or more duplicate originals of this Agreement may be
signed  by the  Parties,  each of which  shall be an  original  but all of which
together shall constitute one and the same instrument.

     14.5  Severability.  In the  event  that any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

     14.6 Specific Performance.  Each Party recognizes that money damages may be
inadequate to  compensate  the other  Parties for a breach  hereunder,  and each
Party irrevocably  agrees that the other Parties shall be entitled to the remedy
of specific  performance or the granting of such other equitable remedies as may
be awarded by a court of  competent  jurisdiction  in order to afford each Party
the benefits of this  Agreement  and that each Party shall not object and hereby
waives any right to object to such remedy or such  granting  of other  equitable
remedies on the grounds that money  damages will not be sufficient to compensate
the other Parties.





                                       13
<PAGE>

     14.7  Notices.  All  notices,   requests,   consents,   demands  and  other
communications  required or permitted  under this Agreement  shall be in writing
and  shall  be  deemed  sufficiently  given or  furnished  upon  delivery,  when
delivered by personal delivery,  by telecopy,  by delivery service with proof of
delivery, or three (3) days after being deposited in the U.S. mail as registered
or certified United States mail, postage prepaid,  at the addresses set forth on
the signature pages hereto (unless changed by similar notice in writing given by
the particular person whose address is to be changed).

     14.8 Original Agreement;  Entire Agreement.  This Agreement constitutes the
entire  understanding  between the Parties  with  respect to the subject  matter
hereof,   superseding   all   prior   negotiations,    preliminary   agreements,
correspondence  or  understandings,  written or oral  between the  Parties  with
respect to the subject matter hereof. Except as expressly provided herein, there
are no representations or warranties of any Party hereto.

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                                       14
<PAGE>

     IN WITNESS  WHEREOF,  the Parties  hereto  have  executed  this  Investors'
Agreement as of the day and year first above written.

                                                     VoIP, INC.,
                                                     a Texas corporation


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




                                                     iCABLE SYSTEMS CO., LTD.
                                                     a Korean corporation


                                                     By:  /s/ Jinsu Chung
                                                        ------------------------
                                                        Jinsu Chung, CEO


















                                       15
<PAGE>

                                   Schedule A
                                   ----------

Interests  in contracts  and rights with current  customers in the North & South
Americas

Partner Company                             Potential Final Customer
---------------                             ------------------------

Scientific Atlanta                          AT&T

Comcast                                     Comcast

Westell                                     Verizon

Westell                                     Bell South

Voiceglo                                    Voiceglo



<PAGE>

                                   Schedule B
                                   ----------

      List of all intellectual property rights and interests to be licenses

o        MTA-A201 - 2 lines VoIP
o        MTA-A201C - 1 line VoIP 1 line PSTN
o        MTA-A201W - 2 lines VoIP/LAN (802.11b) or (g)
o        MTA-A201CW - 1 line VoIP, 1 line PSTN/LAN (802.11b) or (g)
o        MTA-C102 - 2 line VoIP
o        MTA-C101C - 1 Line VoIP 1 Line PSTN
o        MTA-C102W - 2 lines VoIP, 1 line PSTN/LAN (802.11b) or (g)
o        MTA-C102CW - 1 line VoIP, 1 line PSTN/LAN (802.11b) or (g)
o        MTA-102 - 2 lines VoIP
o        MTA-102C -1 line VoIP, 1 line PSTN
o        MTA-102W - 2 lines VoIP/LAN (802.11b) or (g)
o        MTA-102CW - 1 line VoIP, 1 line PSTN/LAN (802.11b) or (g)
o        8 port MTA
o        12 Port MTA
o        WIFI/WiMax phone
o        IP STB Set Top Box
o        Software integrated & implemented