Exhibit 10.1

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
22nd day of November,  2005 (the "Effective  Date") by and between VoIP, Inc., a
Texas  corporation (the "Company"),  and Hal Bibee,  whose residence  address is
10433 Bob Gray Road, Knoxville, TN 37932 (the "Executive").

      The Company  wishes to employ the Executive  and the  Executive  wishes to
enter into the employee of the Company as President of the Company.

      This  Agreement  shall become  effective  immediately  upon the  execution
hereof.

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

1.    Employment.

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

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

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

2.    Compensation.

      (a)   Base Salary.  During the term,  the  Executive  shall receive a base
            salary paid  bi-weekly.  The Executive  will receive an initial Base
            Salary  equal to  $13,750.00  per month which will be  increased  to
            $15,000.00  per month on January 1, 2006. The Board of Directors may
            increase these amounts at any other time if the Company has achieved
            the goals set by the Board. Once increased, the Executive's Base Pay
            will not be reduced.

            Equity. Upon the execution of this Agreement, the Company will issue
to the Executive  1,000,000  Warrants with a term of not less than five years to
purchase  shares  of  common  stock of the  Company  at  $1.50  per  share,  and
non-qualified  stock options to purchase  500,000  shares of common stock of the
Company at $1.56 per share. Options granted will vest according to the Company's
employee  stock option  program.  The Warrants  referred to above will have full
piggy  back  registration  rights  after a period  of six  months  from the date
hereof.


<PAGE>

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

3.    Expense Reimbursement and Other Benefits.

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

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

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

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

      (a)   Termination  Without Cause. The Company may terminate this Agreement
            without cause at any time by giving  Executive  sixty (60) day prior
            written notice of its desire to terminate.  In the event the Company
            elects to terminate the Agreement  pursuant to this Section 4.1, the
            Company shall have no further liability hereunder other than for the
            payment to  Executive  on the  termination  date of any unpaid  Base
            Salary through the  termination  date,  reimbursement  of reasonable
            business expenses incurred prior to the termination date, a lump sum
            of ninety thousand dollars ($90,000) in cash, and the Stock Options,
            Warrants  and  Shares set forth in Section  2.2 which  shall  become
            fully vested.

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


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<PAGE>

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

      (b)   Changes in Control. For the purposes of this Agreement, a "Change of
            Control"  shall be deemed to have taken  place if : (i) any  person,
            including a "group" as defined in Section 13(d)(3) of the Securities
            Exchange Act of 1934,  as amended,  becomes the owner of  beneficial
            owner of  Company  securities,  after  the  date of this  Agreement,
            having  50% or  more  of  the  combined  voting  power  of the  then
            outstanding  securities  of the  Company  that  may be cast  for the
            election of directors of the Company  (excluding  the  purchasers of
            the Company's common stock in the proposed round of financing led by
            Oppenheimer  & Co.) or (ii) the  persons who were  directors  of the
            Company  before  such  transactions  shall  cease  to  constitute  a
            majority of the Board of Directors of the Company (not including the
            currently  proposed  realignment  of the  Board of  Directors).  The
            Company and Executive  hereby agree that, if Executive is affiliated
            with the  Company on the date on which a Change of  Control  occurs,
            (the "Change of Control Date"),  and this Agreement is in full force
            and effect,  the Company  (or, if  Executive  is  affiliated  with a
            subsidiary,  the subsidiary)  will continue to retain  Executive and
            Executive will remain  affiliated with the Company (or  subsidiary),
            subject  to the  terms and  conditions  of this  Agreement,  for the
            period  commencing  on the Change of Control  Date and ending on the
            expiration date of this Agreement  (which date shall then become the
            "Change of Control Termination Date") to exercise such authority and
            perform such executive duties as are commensurate with the authority
            being   exercised  and  duties  being  performed  by  the  Executive
            immediately prior to the Change of Control Date. If after the Change
            of Control,  Executive is  requested,  and, in his sole and absolute
            discretion,  consents to change his principal business location, the
            Company will reimburse the Executive for his  reasonable  relocation
            expenses,  including, without limitation, moving expenses, temporary
            living and travel  expenses for a reasonable time while arranging to
            move his residence to the changed  location,  closing costs, if any,
            associated with the sale of his existing  residence and the purchase
            of  a  replacement  residence  at  the  changed  location,  plus  an
            additional  amount  representing  a gross-up of any state or federal
            taxes payable by Executive as a result of any such reimbursement. If
            the Executive shall not consent to change his business location, the
            Executive  may  continue  to provide  the  services  required of him
            hereunder from his then residence  and/or business address until the
            Change of Control  Termination  Date,  at which time this  Agreement
            shall terminate,  unless sooner  terminated or extended as set forth
            herein.

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

The  Company  hereby  agrees  that,  if Change of  Control  occurs  prior to the
termination  of this  Agreement or any extension or  modification  thereof,  the
Executive's  Stock Options and Warrants  referred to in section 2.2 shall become
fully vested and registered, and the Company shall issue to Executive a bonus of
1,000,000  shares of the Company's common stock  ("Shares").  The Stock Options,
Warrants  and Shares  referred to herein  shall be included  with the  Company's
shares sold or otherwise exchanged in conjunction with any Change of Control.


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<PAGE>

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

7.    Restrictive Covenants.

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

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

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

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

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

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<PAGE>


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

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

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

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

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

      (f)   Injunctive Relief. The parties hereby acknowledge and agree that (a)
            Employer  will be  irreparably  injured  in the event of a breach by
            Executive under this Section 7; (b) monetary  damages will not be an
            adequate  remedy for any such breach;  (c) Employer will be entitled
            to injunctive  relief,  in addition to any other remedy which it may
            have, in the event of any such breach;  and (d) the existence of any
            claims that Executive may have against Employer,  whether under this
            Agreement or otherwise,  will not be a defense to the enforcement by
            Employer of any of its rights under this Section 7.

      (g)   Non-Exclusivity  and  Survival.   The  covenants  of  the  Executive
            contained  in this Section 7 are in addition to, and not in lieu of,
            any obligations  that Executive may have with respect to the subject
            matter hereof, whether by contractor by law , and such covenants and
            their enforceability shall survive any termination of the Employment
            Term by either party and any investigation  made with respect to the
            breach thereof by Employer at any time.

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

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


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<PAGE>

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

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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


                                        VoIP, Inc.


                                        By:
                                           -------------------------------------
                                              B. Michael Adler,
                                              CEO


                                        By:
                                           -------------------------------------
                                              Hal Bibee


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