CONSULTING
      AGREEMENT

    


    AGREEMENT,
      effective as of the 4th
      day of
      December, 2006, between VoIP,
      INC.,
      a Texas
      Corporation (the “Company”), with its principal address at 151 South Wymore Rd.,
      Suite 3000 Altamonte Springs Florida, and Anshuman
      Dube
      an
      individual with offices at c/o MMDS Capital, Inc., 23705 Vanowen Street, Suite
      236, West Hills, CA 91307 ("Consultant").

     

    WITNESSETH

     

    WHEREAS,
      the
      Company and Consultant desire to enter into a consulting agreement for certain
      consulting services.

    


    NOW
      THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES SET FORTH
      HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

    


    1. Consultant
      shall serve as a consultant to the Company on general corporate matters and
      provide the business development services listed in the attached Exhibit A
      for a
      term of twelve months from the effective date of this Agreement.

    


    2. 
      The
      Company shall be entitled to Consultant’s services for reasonable times when and
      to the extent requested by, and subject to the direction of Anthony Cataldo.
      

    


    3. Consultant
      shall provide Company periodic written reports as required concerning the status
      of various projects assigned to Consultant.

    


    4. All
      expenses and disbursements in excess of $1000 in the aggregate in any given
      calendar month will require written approval by an authorized employee of the
      Company. All reasonable travel and other expenses approved by the Company and
      incurred by Consultant to render such services shall be reimbursed by the
      Company promptly upon receipt of proper statements, including appropriate
      documentation, with regard to the nature and amount of those expenses. Company
      shall pay expenses within five (5) business days of the receipt of a request
      with appropriate documentation.

    


    5. In
      consideration for the services performed by Consultant, the Consultant will
      receive the sum of $210,000 (the “Cash Fee”). In lieu of the giving the
      consultant the Cash Fee, the Company may elect to issue shares of the Company
      to
      the Consultant at an equivalent price of $0.35 per share (a total of 600,000
      shares) (the “Common Stock”). The Company shall register the Common Stock for
      resale with the U.S. Securities Exchange Commission under form S-8 within ten
      (10) days of the Company’s annual shareholder’s meeting but in no event later
      than February 28, 2007.

    


    6. Except
      in
      cases of this Agreement being terminated for Consultant being convicted of
      a
      felony or Consultant’s incapacity (as more fully set forth herein) or death of
      Consultant, Consultant will be entitled to receive all payments due under this
      agreement.

    


    7. In
      the
      event Consultant should die during the term of this Agreement or becomes
      disabled so that he can not perform under this Agreement for a period exceeding
      three consecutive months, Consultant or his estate, as the case may be, will
      be
      entitled to the entire fee under this Agreement. 

    


    8. It
      is the
      express intention of the parties that the Consultant is an independent
      contractor and not an employee or agent of the Company. Nothing in this
      agreement shall be interpreted or construed as creating or establishing the
      relationship of employer and employee between the Consultant and the Company.
      Both parties acknowledge that the Consultant is not an employee for state or
      federal tax purposes. The Consultant shall retain the right to perform services
      for others during the term of this agreement provided those services do not
      conflict with those provided by Company or the tasks assigned to Consultant
      by
      the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9. For
      purposes of this Agreement, Intellectual Property will mean (i) works, ideas,
      discoveries, or inventions eligible for copyright, trademark, patent or trade
      secret protection; and (ii) any applications for trademarks or patents, issued
      trademarks or patents, or copyright registrations regarding such items. Any
      items of Intellectual Property discovered or developed by the Consultant (or
      the
      Consultant’s employees) during the term of this Agreement will be the property
      of the Consultant, subject to the irrevocable right and license of the Company
      to make, use or sell products and services derived from or incorporating any
      such Intellectual Property without payment of royalties. Such rights and license
      will be exclusive during the term of this Agreement, and any extensions or
      renewals of it. After termination of this Agreement, such rights and license
      will be nonexclusive, but will remain royalty-free. Notwithstanding the
      preceding, the textual and/or graphic content of materials created by the
      Consultant under this Agreement (as opposed to the form or format of such
      materials) will be, and hereby are, deemed to be “works made for hire” and will
      be the exclusive property of the Company. Each party agrees to execute such
      documents as may be necessary to perfect and preserve the rights of either
      party
      with respect to such Intellectual Property.

    


    10. This
      agreement supersedes any and all agreements, either oral or written, between
      the
      parties hereto with respect to the rendering of services by the Consultant
      for
      the Company and contains all the covenants and agreements between the parties
      with respect to the rendering of such services in any manner whatsoever. Each
      party to this agreement acknowledges that no representations, inducements,
      promises, or agreements, orally or otherwise, have been made by any party,
      or
      anyone acting on behalf of any party, which are not embodied herein, and that
      no
      other agreement, statement, or promise not contained in this agreement shall
      be
      valid or binding. Any modification of this agreement will be effective only
      if
      it is in writing signed by the party to be charged.

    


    11. The
      written, printed, graphic, or electronically recorded materials furnished by
      the
      Company for use by the Consultant are Proprietary Information and are the
      property of the Company. Proprietary Information includes, but is not limited
      to, product specifications and/or designs, pricing information, specific
      customer requirements, customer and potential customer lists, and information
      on
      Company’s employees, agent, or divisions. The Consultant shall maintain in
      confidence and shall not, directly or indirectly, disclose or use, either during
      or after the term of this agreement, any Proprietary Information, confidential
      information, or know-how belonging to the Company, whether or not is in written
      form, except to the extent necessary to perform services under this agreement.
      On termination of the Consultant’s services to the Company, or at the request of
      the Company before termination, the Consultant shall deliver to the Company
      all
      material in the Consultant’s possession relating to the Company’s
      business.

    


    12. The
      obligations regarding Proprietary Information extend to information belonging
      to
      customers and suppliers of the Company about which the Consultant may have
      gained knowledge as a result of performing services hereunder.

    


    13. The
      Company will indemnify and hold harmless Consultant from any claims or damages
      related to statements prepared by or made by Consultant that are either approved
      in advance by the Company or entirely based on information provided by the
      Company.

    


    14. Neither
      this agreement nor any duties or obligations under this agreement may be
      assigned by the Consultant without the prior written consent of the
      Company.

    


    15. Any
      notices to be given hereunder by either party to the other may be given either
      by personal delivery in writing or by mail, registered or certified, postage
      prepaid with return receipt requested. Mailed notices shall be addressed to
      the
      parties at the addresses appearing in the introductory paragraph of this
      agreement, but each party may change the address by written notice in accordance
      with the paragraph. Notices delivered personally will be deemed communicated
      as
      of actual receipt; mailed notices will be deemed communicated as of two business
      days after mailing.

    


    16. This
      agreement will be governed by and construed in accordance with the laws of
      the
      State of Florida, without regard to its conflicts of laws provisions; and the
      parties agree that the proper venue for the resolution of any disputes hereunder
      shall be Florida.

    


    Company:

    VOIP,
      INC.

     

     

                                                                                  
      By:         
      _____________________________   

     

    Consultant: 

    


    __________________________

    ANSHUMAN
      DUBE

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    Anshuman
      Dube Consulting Agreement

    


    


    The
      Consultant shall provide the following services:

    


    1. Introduce
      the Company to SIFY, Inc.

    2. Introduce
      the Company to iBridge Technology.

    3. Introduce
      the Company to AGT Corp.

    4. Introduce
      the Company to iVisit, Inc.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Amendment
      One to Consulting Agreement

    


    Whereas,
      the Consultant entered into an agreement with the Company on December 4, 2006
      to
      provide advisory services to the Company (the “Agreement”);

    


    Whereas,
      the Company agreed to compensate the Consultant with shares of the Company’s
      common stock;

    


    Whereas,
      the Company agreed to register the common stock for resale on behalf of the
      Consultant no later than February 28, 2007;

    


    Whereas,
      the Company has requested an extension for the registration time from the
      Consultant;

    


    NOW
      THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES SET FORTH
      HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

    


    The
      Consultant and the Company agree to amend their Agreement as
      follows:

    


    
      	 	
              1.

            	
              The
                Company shall issue and register for resale the common stock pursuant
                to
                the terms of the Agreement no later than March 25,
                2007.

            


    

     

    
      	 	
              2.

            	
              As
                consideration for the extension, the Company shall issue the Consultant
                an
                additional two hundred thousand (200,000) shares of the Company’s common
                stock (the “Extension Shares”) once the Company has received the necessary
                regulatory approvals to authorize such
                issuance.

            


    

     

    
      	 	
              3.

            	
              The
                Company shall issue and register the Extension Shares for resale
                no later
                than March 15, 2007.

            


    

     

    All
      other
      terms and conditions of the Agreement shall remain.

    Agreed
      to
      by:

    


    VoIP,
      Inc     
  Consultant

    


    By:
      ___________________________    By: 
      ___________________________

    Anthony
      Cataldo      
Anshuman
      Dube

    
 

     

    
      
        
        

      

      
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