PROMISSORY NOTE

$1,000,000.00					November 16, 2005

      For value received, VoIP, Inc., a Texas corporation, hereby
promises to pay to Steven Ivester or order, the principal sum of
$1,000,000.00, with interest on the unpaid principal balance
from the date of this Note at the rate of three and three-
quarter percent (3.75%) per annum.

      Any outstanding principal and accrued interest on the note
are payable in their entirety one day after the closing date of
a new debt or equity financing by Maker of at least $5,000,000.
Until the time such new financing is completed, principal and
interest shall be paid on a monthly basis beginning December 15,
2005 in equal installments of $83,333 of principal and interest
calculated on the remaining unpaid principal balance.  The final
payment for all remaining principal and interest will be due
November 15, 2006.

      Time is of the essence under this Note.  The failure to pay
any installment of principal or interest when due gives the
holder of the Note the right to declare the entire unpaid
principal and all earned interest due and payable immediately.

      Maker of this Note, retains the right to prepay the
principal in whole or in part before its due date.  Any
prepayment will be credited first on interest then due, and the
balance on principal. Interest will cease on the principal so
credited, except that no prepayment shall relieve  the Maker
from the obligation to pay principal and interest on each
successive regular monthly installment date following prepayment
until all of the unpaid principal with interest has been paid in
full.

      Maker, and any sureties, guarantors, and endorsers of this
Note, all waive demand, presentment for payment, notice of
dishonor, protest and notice of protest, diligence in collecting
or in bringing suit against any party, and agree to all
extensions and partial payments, with or without notice, before
or after maturity.

      If, after maturity, this Note is placed in the hands of an
attorney for collection, or if it is collected through judicial
proceedings, Maker agrees to pay the holder of this Note
reasonable attorneys' fees and all costs and other expenses
incurred by the holder in enforcing the terms of this Note.

      It is the intention of the parties hereto to conform
strictly to the usury laws now in force in the State of Texas.
Accordingly, notwithstanding anything to the contrary in this
Note, or in any other instrument or agreement entered into in
connection with or as security for this Note, it is agreed as
follows:

      The aggregate of all charges which constitute interest
under the laws of the State of Texas that are contracted for, or
chargeable, or receivable under this Note, or under any of the
other aforesaid instruments or agreements, or otherwise in
connection with this Note, shall under no circumstances exceed
the maximum amount of interest permitted by law, and any excess
shall be deemed a mistake in calculation and canceled
automatically and, if therefor paid, shall be either refunded to
the Maker or credited on the Note; and

                               -1-
<PAGE>

      In the event that the maturity of this Note is accelerated
by reason or an election of Payee resulting from any event of
default under this Note, or otherwise, then earned interest may
never include more than the maximum amount permitted by law, and
unearned interest, if any, provided for in this Note, or
otherwise, shall be canceled automatically and, if therefor
paid, shall be either refunded to Maker or credited on the Note.



            MAKER
            VoIP, Inc.

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