EXHIBIT 10.2


THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS
NOT REQUIRED.

           Right to Purchase 850,000 shares of Common
           Stock of VoIP, Inc. (subject to adjustment
                    as provided herein)

            CLASS C COMMON STOCK PURCHASE WARRANT
No. 2005-C-010			Issue Date:  November 16, 2005

     VOIP, INC., a corporation organized under the laws of
the State of Texas (the "Company"), hereby certifies that, for
value received, CROSS COUNTRY CAPITAL PARTNERS, L.P. or its
assigns (the "Holder"), is entitled, subject to the terms set
forth below, to purchase from the Company at any time after the
Issue Date until 5:00 p.m., E.S.T on the fifth (5th) anniversary
of the Issue Date (the "Expiration Date"), up to 850,000  fully
paid and nonassessable shares of Common Stock (as defined
below), at a per share purchase price of $1.60.  The
aforedescribed purchase price per share, as adjusted from time
to time as herein provided, is referred to herein as the
"Purchase Price."  The number and character of such shares of
Common Stock and the Purchase Price are subject to adjustment as
provided herein.  The Company may reduce the Purchase Price
without the consent of the Holder.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth
in that certain Subscription Agreement (the "Subscription
Agreement"), dated August 26, 2005, entered into by the Company
and the Holder of this Class C Warrant (the "Warrant").

            As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:

            (a)	The term "Company" shall include VoIP, Inc. and
any corporation which shall succeed or assume the obligations of
VoIP, Inc. hereunder.

            (b)	The term "Common Stock" includes (a) the
Company's Common Stock, $.001 par value per share, as authorized
on the date of the Subscription Agreement, and (b) any other
securities into which or for which any of the securities
described in (a) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets
or otherwise.

            (c)	The term "Other Securities" refers to any stock
(other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of
this Warrant at any time shall be entitled to receive, or

                             -1-

<PAGE>

shall have received, on the exercise of this Warrant, in lieu of
or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to
Section 5 or otherwise.

            (d)	The term "Warrant Shares" shall mean the Common
Stock issuable upon exercise of this Warrant.

      1.	EXERCISE OF WARRANT.

      1.1	Number of Shares Issuable upon Exercise.  From and
after the Issue Date through and including the Expiration Date,
the Holder hereof shall be entitled to receive, upon exercise of
this Warrant in whole in accordance with the terms of subsection
1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

      1.2	Full Exercise.  This Warrant may be exercised in full
by the Holder hereof by delivery of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto
(the "Subscription Form") duly executed by such Holder and
surrender of the original Warrant within four (4) days of
exercise, to the Company at its principal office or at the
office of its Warrant Agent (as provided hereinafter),
accompanied by payment, in cash, wire transfer or by certified
or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of shares of
Common Stock for which this Warrant is then exercisable by the
Purchase Price then in effect.

      1.3	Partial Exercise.  This Warrant may be exercised in
part (but not for a fractional share) by surrender of this
Warrant in the manner and at the place provided in
Subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by
multiplying (a) the number of whole shares of Common Stock
designated by the Holder in the Subscription Form by (b) the
Purchase Price then in effect.  On any such partial exercise,
the Company, at its expense, will forthwith issue and deliver to
or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may
request, the whole number of shares of Common Stock for which
such Warrant may still be exercised.

      1.4	Fair Market Value.  Fair Market Value of a share of
Common Stock as of a particular date (the "Determination Date")
shall mean:

      (a)	If the Company's Common Stock is traded on an
exchange or is quoted on the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ"),
National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, LLC, then the closing or last sale
price, respectively, reported for the last business day
immediately preceding the Determination Date;

      (b)	If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the
NASDAQ SmallCap Market or the American Stock Exchange,
Inc., but is traded in the over-the-counter market, then

                             -2-

<PAGE>


the average of the closing bid and ask prices reported for
the last business day immediately preceding the
Determination Date;

      (c)	Except as provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the
Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then
standing of the American Arbitration Association, before a
single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter
to be decided; or

      (d)	If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed
to be a liquidation, dissolution or winding up pursuant to
the Company's charter, then all amounts to be payable per
share to holders of the Common Stock pursuant to the
charter in the event of such liquidation, dissolution or
winding up, plus all other amounts to be payable per share
in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that
all of the shares of Common Stock then issuable upon
exercise of all of the Warrants are outstanding at the
Determination Date.

      1.5	Company Acknowledgment.  The Company will, at the time
of the exercise of the Warrant, upon the request of the Holder
hereof acknowledge in writing its continuing obligation to
afford to such Holder any rights to which such Holder shall
continue to be entitled after such exercise in accordance with
the provisions of this Warrant.  If the Holder shall fail to
make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder
any such rights.

      1.6	Trustee for Warrant Holders.  In the event that a bank
or trust company shall have been appointed as trustee for the
Holder of the Warrants pursuant to Subsection 3.2, such bank or
trust company shall have all the powers and duties of a warrant
agent (as hereinafter described) and shall accept, in its own
name for the account of the Company or such successor person as
may be entitled thereto, all amounts otherwise payable to the
Company or such successor, as the case may be, on exercise of
this Warrant pursuant to this Section 1.

      1.7	Delivery of Stock Certificates, etc. on Exercise.  The
Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the
Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. As
soon as practicable after the exercise of this Warrant in full
or in part, and in any event within four (4) business days
thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes)
may direct in compliance with applicable securities laws, a
certificate or certificates for the number of duly and validly
issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such
exercise, plus, in lieu of any

                             -3-

<PAGE>


fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then
Fair Market Value of one full share of Common Stock, together
with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon
such exercise pursuant to Section 1 or otherwise.

      2.	CASHLESS EXERCISE.

      (a)	If a Registration Statement (as defined in the
Subscription Agreement) is effective and the Holder may
sell its shares of Common Stock upon exercise hereof
pursuant to the Registration Statement, this Warrant may be
exercisable in whole or in part for cash only as set forth
in Section 1 above.  If no such Registration Statement is
available during the time that such Registration Statement
is required to be effective pursuant to the terms of the
Subscription Agreement, then payment upon exercise may be
made at the option of the Holder either in (i) cash, wire
transfer or by certified or official bank check payable to
the order of the Company equal to the applicable aggregate
Purchase Price, (ii) by delivery of Common Stock issuable
upon exercise of the Warrants in accordance with
Section (b) below or (iii) by a combination of any of the
foregoing methods, for the number of Common Stock specified
in such form (as such exercise number shall be adjusted to
reflect any adjustment in the total number of shares of
Common Stock issuable to the holder per the terms of this
Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or
Other Securities) determined as provided herein.

      (b)	If the Fair Market Value of one share of Common
Stock is greater than the Purchase Price (at the date of
calculation as set forth below), in lieu of exercising this
Warrant for cash, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant
(or the portion thereof being cancelled) by surrender of
this Warrant at the principal office of the Company
together with the properly endorsed Subscription Form in
which event the Company shall issue to the holder a number
of shares of Common Stock computed using the following
formula:
			X=Y (A-B)
			   A

	Where  X=	the number of shares of Common Stock to
                        be issued to the holder

	Y=              the number of shares of Common Stock
                        purchasable under the Warrant or, if
                        only a portion of the Warrant is being
                        exercised, the portion of the Warrant
                        being exercised (at the date of such
                        calculation)

	A=	        the Fair Market Value of one share of
                        the Company's Common Stock (at the date
                        of such calculation)

                             -4-

<PAGE>

	B=	       Purchase Price (as adjusted to the date
                       of such calculation)

      (c)	The Holder may employ the cashless exercise
feature described in Section (b) above only during the
pendency of a Non-Registration Event as described in
Section 11 of the Subscription Agreement.

            For purposes of Rule 144 promulgated under the 1933
Act, it is intended, understood and acknowledged that the
Warrant Shares issued in a cashless exercise transaction shall
be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued pursuant to the
Subscription Agreement.

      3.	ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER,
ETC.

      3.1	Reorganization, Consolidation, Merger, etc.  In case
at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other
person or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then,
in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the
Company whereby the Holder of this Warrant, on the exercise
hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or
the effective date of such dissolution, as the case may be,
shall receive, in lieu of the Common Stock (or Other Securities)
issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution,
as the case may be, if such Holder had so exercised this
Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.

      3.2	Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of
its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including
cash, where applicable) receivable by the Holder of the Warrants
after the effective date of such dissolution pursuant to this
Section 3 to a bank or trust company (a "Trustee") having its
principal office in New York, New York, as trustee for the
Holder of the Warrants.

      3.3	Continuation of Terms.  Upon any reorganization,
consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on
the exercise of this Warrant after the consummation of such
reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and
shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets
of the Company, whether or

                             -5-

<PAGE>

not such person shall have expressly assumed the terms of this
Warrant as provided in Section 4.  In the event this Warrant
does not continue in full force and effect after the
consummation of the transaction described in this Section 3,
then only in such event will the Company's securities and
property (including cash, where applicable) receivable by the
Holder of the Warrants be delivered to the Trustee as
contemplated by Section 3.2.

      3.4	Share Issuance.  Until the Expiration Date, if the
Company shall issue any Common Stock except for the Excepted
Issuances (as defined in the Subscription Agreement), prior to
the complete exercise of this Warrant for a consideration less
than the Purchase Price that would be in effect at the time of
such issue, then, and thereafter successively upon each such
issue, the Purchase Price shall be reduced to such other lower
issue price.  For purposes of this adjustment, the issuance of
any security or debt instrument of the Company carrying the
right to convert such security or debt instrument into Common
Stock or of any warrant, right or option to purchase Common
Stock shall result in an adjustment to the Purchase Price upon
the issuance of the above-described security, debt instrument,
warrant, right, or option and again at any time upon any
subsequent issuances of shares of Common Stock upon exercise of
such conversion or purchase rights if such issuance is at a
price lower than the Purchase Price in effect upon such
issuance.  The reduction of the Purchase Price described in this
Section 3.4 is in addition to the other rights of the Holder
described in the Subscription Agreement.

      4.	EXTRAORDINARY EVENTS REGARDING COMMON STOCK.  In the
event that the Company shall (a) issue additional shares of the
Common Stock as a dividend or other distribution on outstanding
Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of the Common Stock
into a smaller number of shares of the Common Stock, then, in
each such event, the Purchase Price shall, simultaneously with
the happening of such event, be adjusted by multiplying the then
Purchase Price by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after
such event, and the product so obtained shall thereafter be the
Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in
this Section 4. The number of shares of Common Stock that the
Holder of this Warrant shall thereafter, on the exercise hereof
as provided in Section 1, be entitled to receive shall be
adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the
provisions of this Section 4) be issuable on such exercise by a
fraction of which (a) the numerator is the Purchase Price that
would otherwise (but for the provisions of this Section 4) be in
effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

      5.	CERTIFICATE AS TO ADJUSTMENTS.  In each case of any
adjustment or readjustment in the shares of Common Stock (or
Other Securities) issuable on the exercise of the Warrants, the
Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such

                             -6-

<PAGE>


adjustment or readjustment is based, including a statement of
(a) the consideration received or receivable by the Company for
any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase
Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to
such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant.  The Company will forthwith mail a
copy of each such certificate to the Holder of the Warrant and
any Warrant Agent of the Company (appointed pursuant to
Section 11 hereof).

      6.	RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF
WARRANT; FINANCIAL STATEMENTS.  The Company will at all times
reserve and keep available, solely for issuance and delivery on
the exercise of the Warrants, all shares of Common Stock (or
Other Securities) from time to time issuable on the exercise of
the Warrant.  This Warrant entitles the Holder hereof to receive
copies of all financial and other information distributed or
required to be distributed to the holders of the Company's
Common Stock.

      7.	ASSIGNMENT; EXCHANGE OF WARRANT.  Subject to
compliance with applicable securities laws, this Warrant, and
the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender for
exchange of this Warrant, with the Transferor's endorsement in
the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with an opinion of counsel
reasonably satisfactory to the Company that the transfer of this
Warrant will be in compliance with applicable securities laws,
the Company at its expense, twice, only, but with payment by the
Transferor of any applicable transfer taxes, will issue and
deliver to or on the order of the Transferor thereof a new
Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor
Endorsement Form (each a "Transferee"), calling in the aggregate
on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so
surrendered by the Transferor.  No such transfers shall result
in a public distribution of the Warrant.

      8.	REPLACEMENT OF WARRANT.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction of this Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the
Company at its expense, twice only, will execute and deliver, in
lieu thereof, a new Warrant of like tenor.

      9.	REGISTRATION RIGHTS.  The Holder of this Warrant has
been granted certain registration rights by the Company.  These
registration rights are set forth in the Subscription Agreement.
The terms of the Subscription Agreement are incorporated herein
by this reference.

      10.	MAXIMUM EXERCISE.  The Holder shall not be entitled to
exercise this Warrant on an exercise date, in connection with
that number of shares of Common Stock which would be in excess
of the sum of (a) the number of shares of Common Stock

                             -7-

<PAGE>


beneficially owned by the Holder and its affiliates on an
exercise date, and (b) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an
exercise date, which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock on such date.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder.  Subject to the foregoing, the Holder shall not be
limited to aggregate exercises which would result in the
issuance of more than 4.99%.  The restriction described in this
paragraph may be waived, in whole or in part, upon sixty-one
(61) days prior notice from the Holder to the Company.  The
Holder may allocate which of the equity of the Company deemed
beneficially owned by the Subscriber shall be included in the
4.99% amount described above and which shall be allocated to the
excess above 4.99%.

      11.	WARRANT AGENT.  The Company may, by written notice to
the Holder of the Warrant, appoint an agent (a "Warrant Agent")
for the purpose of issuing Common Stock (or Other Securities) on
the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such Warrant Agent.

      12.	TRANSFER ON THE COMPANY'S BOOKS.  Until this Warrant
is transferred on the books of the Company, the Company may
treat the registered holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.

      13.	NOTICES.  All notices, demands, requests, consents,
approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified
herein, shall be (a) personally served, (b) deposited in the
mail, registered or certified, return receipt requested, postage
prepaid, (c) delivered by reputable air courier service with
charges prepaid, or (d) transmitted by hand delivery, telegram,
or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by
written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective
(1) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at
the address or number designated below (if delivered on a
business day during normal business hours where such notice is
to be received), or the first business day following such
delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or
(ii) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall
first occur.  The addresses for such communications shall be:
(A) if to the Company to: VoIP, Inc., 12330 SW53 Street, Suite
712, Cooper City Florida 33330, Attn: Mike Adler, CEO,
telecopier: (954) 434-2877, with a copy by telecopier only to:
Ronald L. Brown, Andrews Kurth LLP, 1717 Main Street, Suite
3700, Dallas, Texas 75201, telecopier: (214) 659-4819, and
(B) if to the Holder, ________________________________________.
-8-

<PAGE>

      14.	MISCELLANEOUS.  This Warrant and any term hereof may
be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in
accordance with and governed by the laws of Texas.  Any dispute
relating to this Warrant shall be adjudicated in Dallas County
in the State of Texas.  The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.



                             -9-

<PAGE>

            IN WITNESS WHEREOF, the Company has executed this
Warrant as of the date first written above.
VOIP, INC.




                                By:  /s/ David W. Sasnett
                                    -----------------------
                                Name: David W. Sasnett
                                Title:  Chief Financial Officer










                             -10-

<PAGE>


                         Exhibit A

                     FORM OF SUBSCRIPTION

            (to be signed only on exercise of Warrant)

TO:	VOIP, INC.

The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to
purchase (check applicable box):

___	________ shares of the Common Stock covered by such
Warrant; or

___	the maximum number of shares of Common Stock covered by
such Warrant pursuant to the cashless exercise procedure set
forth in Section 2.

The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in
such Warrant, which is $___________.  Such payment takes the
form of (check applicable box or boxes):

___	$__________ in lawful money of the United States; and/or

___	the cancellation of such portion of the attached Warrant as
is exercisable for a total of _______ shares of Common Stock
(using a Fair Market Value of $_______ per share for purposes of
this calculation); and/or

___	the cancellation of such number of shares of Common Stock
as is necessary, in accordance with the formula set forth in
Section 2, to exercise this Warrant with respect to the maximum
number of shares of Common Stock purchasable pursuant to the
cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to

___________________________________________ whose address is
________________________________________________________________
________________________________________________________________
__________________________________________.

Number of Shares of Common Stock Beneficially Owned on the date
of exercise: Less than five percent (5%) of the outstanding
Common Stock of VoIP, Inc.

                             A-1

<PAGE>

The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon
exercise of the within Warrant shall be made pursuant to
registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act.

Dated:___________________		__________________________
					(Signature must conform to
                                        name of holder as specified
                                        on the face of the warrant)




						(Address)




                             A-2

<PAGE>


                          Exhibit B

               FORM OF TRANSFEROR ENDORSEMENT

           (To be signed only on transfer of Warrant)

            For value received, the undersigned hereby sells,
assigns, and transfers unto the person(s) named below under the
heading "Transferees" the right represented by the within
Warrant to purchase the percentage and number of shares of
Common Stock of VOIP, INC. to which the within Warrant relates
specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such
person(s) and appoints each such person Attorney to transfer its
respective right on the books of VOIP, INC. with full power of
substitution in the premises.

Transferees

Percentage

Transferred

Number Transferred










Dated:___________________		__________________________
					(Signature must conform to
                                        name of holder as specified
                                        on the face of the warrant)




						(Address)

ACCEPTED AND AGREED:
[TRANSFEREE]




						(Address)