Exhibit
      4.4

    


    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    


    This
      Agreement is made as of the 28th day of March, 2007

     

     

    
      	BETWEEN:	 	
              VoIP,
                Inc.

              151
                So. Wymore Rd., Suite 3000

              Altamonte
                Springs, Florida 32714

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
              hereinafter
                referred to as
                "Company"

            
	 	 	 	 
	 	 	
              AND:

            	
              David
                Mun-Gavin, Consultant to VoIP,
                Inc.

            
	 	 	 	
              131
                Finsbury Pavement

            
	 	 	 	
              London
                EC2A 1NT

              United
                Kingdom

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              hereinafter
                referred to as "Optionee"

            


    

    
 

    WHEREAS,
      the
      Board of Directors of the Company (the "Board of Directors") has authorized
      the
      granting to Optionee, for services to be rendered by Optionee as a consultant
      to
      the Company, in accordance with the terms of a Consulting Agreement ("Consulting
      Agreement") between the Company and Optionee entered into on March 28, 2007,
      of
      a non-qualified stock option to purchase the number of shares of common stock
      (“Common Stock”) of the Company specified in Paragraph 1 hereof at the price
      specified therein, such option to be for the term and upon the terms and
      conditions hereinafter stated in this Option Agreement.

    


    NOW
      THEREFORE,
      in
      consideration of the premises and of the undertakings of the Parties hereto
      contained herein, it is hereby agreed:

    


    	1.  	
            NUMBER
              OF SHARES: OPTION PRICE

          


    


    Pursuant
      to said action of the Board of Directors, the Company hereby grants to Optionee,
      in consideration of consulting services to be performed for the benefit of
      the
      Company, the option ("Option") to purchase up to Three Million (3,000,000)
      shares ("Option Shares") of Common Stock of the Company, at the exercise price
      equal to twenty cents ($0.20) a share (the “Exercise Price”). 

    


    Notwithstanding
      anything in this Option Agreement to the contrary, in no event will the Optionee
      be entitled to exercise the Option to purchase Option shares in excess of such
      number of shares of Common Stock beneficially owned by the Optionee and its
      affiliates (other than shares of Common Stock which may be deemed beneficially
      owned through the ownership of the unexercised Warrants and the unexercised
      or
      unconverted portion of any other securities of the Company, subject to a
      limitation on conversion or exercise) that would result in beneficial ownership
      by the Holder and its affiliates of more than 4.9% of the outstanding shares
      of
      Common Stock. For purposes of the immediately preceding sentence, beneficial
      ownership is determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.

    


    	2.  	
            TERM

          


    


    This
      option will expire five (5) years from the date of signing of this Option
      Agreement.

    


    	3.  	
            SHARES
              SUBJECT TO EXERCISE

          


    


    The
      options are immediately exercisable and remain subject to exercise for the
      term
      specified in Section 2, regardless of the termination of the Consulting
      Agreement.

    


    	4.  	
            METHOD
              AND TIME OF EXERCISE

          


    


    The
      Option may be exercised by written notice delivered to the Company in the form
      attached hereto as Exhibit A stating the number of shares with respect to which
      the Option is being exercised together with either a check made payable to
      the
      Company in the amount of the purchase price of the shares, or a wire transfer
      in
      the amount of the purchase price of the shares. Only whole shares may be
      purchased. The Company must carry out any and all acts to ensure that the
      Company and its transfer agent duly and properly issue the shares underlying
      the
      options to Optionee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	5.  	
            EXERCISE
              ON TERMINATION

          


    


    This
      Option will not terminate as a result of the termination of Optionee's services
      as a consultant to the Company or as a result of an early termination of the
      Consulting Agreement by Company.

    


    	6.  	
            TRANSFERABILITY

          


    


    This
      Option is assignable at the discretion of the Consultant.

    


    	7.  	
            OPTIONEE
              NOT A SHAREHOLDER

          


    


    Optionee
      has no rights as a shareholder with respect to the Common Stock of the Company
      covered by the Option until the date of issuance of a stock certificate or
      stock
      certificates to him upon exercise of the Option. No adjustment will be made
      for
      dividends or other rights for which the record date is prior to the date such
      stock certificate or certificates are issued.

    


    	8.  	
            RESTRICTIONS
              ON SALE OF SHARES

          


    


    Optionee
      represents and agrees that, upon Optionee's exercise of the Option in whole
      or
      part, unless there is in effect at that time under the Securities Act of 1933
      a
      registration statement relating to the shares issued to him, he will acquire
      the
      shares issuable upon exercise of this Option for the purpose of investment
      and
      not with a view to their resale or further distribution, and that upon such
      exercise thereof Optionee will furnish to the Company a written statement to
      such effect satisfactory to the Company in form and substance.

    


    	9.  	
            REPRESENTATION.

          


    


    Company
      represents that it has carried out any and all acts necessary to effect the
      issuance of this Agreement.

    


    	10.  	
            NOTICES

          


    


    All
      notices to the parties may be sent at the addresses and numbers listed above,
      or
      to such other address and fax number as either may designate to the other in
      writing. A notice will be deemed to be duly given if and when enclosed in a
      properly addressed sealed envelope deposited, postage prepaid and followed
      by
      facsimile to the addressee. In lieu of giving notice by mail as aforesaid,
      written notices under this Agreement may be given by personal delivery to the
      Optionee or to the Company (as the case may be), or by a recognized
      courier.

    


    	11.  	
            ADJUSTMENTS

          


    


    If
      there
      is any change in the capitalization of the Company affecting in any manner
      the
      number or kind of outstanding shares of Common Stock of the Company, whether
      by
      stock dividend, stock split, reclassification or recapitalization of such stock,
      or because the Company has merged or consolidated with one or more other
      corporations (and provided the Option does not thereby terminate pursuant to
      Section 2 hereof), then the number and kind of shares then subject to the Option
      and the price to be paid therefor will be appropriately adjusted by the Company;
      provided however, that in no event will any such adjustment result in the
      Company's being required to sell or issue any fractional shares. Any such
      adjustment will be made without change in the aggregate purchase price
      applicable to the unexercised portion of the Option, but with an appropriate
      adjustment to the price of each Share or other unit of security covered by
      this
      Option.

    


    	12.  	
            CESSATION
              OF CORPORATE EXISTENCE

          


    


    Notwithstanding
      any other provision of this Option, under the dissolution or liquidation of
      the
      Company, the reorganization, merger or consolidation of the Company with one
      or
      more corporations as a result of which the Company is not the surviving
      corpora-tion, or the sale of substantially all the assets of the Company or
      of
      more than fifty percent (50%) of the then outstanding stock of the Company
      to
      another corporation or other entity, the Option granted hereunder will
      terminate; provided, however, that within fifteen (15) days before the effective
      date of such dissolution or liquidation, merger or consolidation or sale of
      assets in which the Company is not the surviving corporation, the Company will
      tender to Optionee, an option to purchase shares of the surviving corporation,
      and such new option or options will contain such terms and provisions
      substantially in accordance with this Option in order to preserve the rights
      and
      benefits of this Option.

    


    	13.  	
            INVALID
              PROVISIONS

          


    


    This
      Agreement contains the entire agreement between the parties and may not be
      changed except by agreement in writing signed by the party against whom
      enforcement of any waiver, charge, discharge or modification is sought. Waiver
      of or failure to exercise any rights provided by this Agreement in any respect
      is not a waiver of any further or future rights. The failure of a Party to
      insist upon strict adherence to any term of this Agreement on one or more
      occasions will not be considered a waiver or deprive that Party of the right
      thereafter to insist upon adherence to that term of any other term of this
      Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	14.  	
            APPLICABLE
              LAW

          


    


    Any
      dispute or other disagreement arising from or out of this Option Agreement
      shall
      be submitted to mediation and the decision of the arbiter(s) shall be
      enforceable in any court having jurisdiction thereof. Mediation shall occur
      only
      in London, England. The interpretation and enforcement of this Option Agreement
      is governed by the laws of the United Kingdom. In the event any dispute is
      arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
      entitled to recover that Party’s reasonable attorney’s fees incurred (as
      determined by the arbiter(s)). 

    


    15.
      MISCELLANEOUS

    


    If
      any
      provision of this Option Agreement is invalid, illegal, or unenforceable, the
      balance of this Option Agreement shall remain in effect, and if any provision
      is
      inapplicable to any person or circumstance, it shall nevertheless remain
      applicable to all other persons and circumstances. The consummation by the
      Company of the transactions herein contemplated, including the execution,
      delivery and consummation of this Option Agreement, will comply with all
      applicable law and will not conflict with or result in a breach of any of the
      terms of any agreement or instrument to which Company is bound, or constitute
      a
      default thereunder. 

    


    16.
      COUNTERPARTS

    


    This
      Option Agreement may be executed in two or more counterparts, each of which
      is
      deemed an Original but all of which constitute but one agreement. A copy of
      this
      Option Agreement signed by a party and delivered by facsimile transmission
      to
      the other party has the same effect as the delivery of an original of this
      Option Agreement containing the original signature of such party.

    


    


    [SIGNATURE
      PAGE TO FOLLOW}

    


    
 

    IN
      WITNESS WHEREOF,
      the
      Parties hereto have executed this Option Agreement as of the day and date first
      above written.

     

    
      	Company:	 	 	Optionee:
	 	 	 	 
	VoIP, Inc.	 	 	David Mun-Gavin
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              

              Name:       

              Title:

            	 	 	
              

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Exhibit
      A
      to Option Agreement

    


    FORM
      OF NOTICE OF OPTION EXERCISE

    


    


    To: VoIP,
      Inc. (the “Company”)

    


    (1) The
      undersigned hereby elects to purchase __________ shares of common stock of
      the
      Company (the “Shares”) pursuant to the terms of the Option Agreement by and
      between the Company and the undersigned dated as of March __, 2007, and tenders
      herewith payment of the exercise price in full as set forth below.

    


    (2) Payment
      shall take the form of (check applicable box):

    


    [
      ] in
      lawful money of the United States in the form of a check made payable by the
      undersigned to the Company; or

    


    [
      ] in
      lawful money of the United States in the form of a wire transfer to the account
      specified by the Company.

    


    (3) Please
      issue a certificate or certificates representing the Shares in the name of
      the
      undersigned or in such other name as is specified below:

    


    ____________________________________

     

    The
      Shares shall be delivered via overnight courier (with tracking information
      to be
      provided to the undersigned) to the following address:

    


    _____________________________

    _____________________________

    _____________________________

    Attn:
      ________________________

    Tel:
      _________________________

    


     

    
      	 	 	
              DAVID
                MUN-GAVIN

              


              


              __________________________________

            
	 	 	 
	 	 	 


    

    
      


    
      
         

      

      
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