Exhibit
      10.1

    CONVERTIBLE
      PROMISSORY NOTE

     

    


    
      	
              $250,000.00

            	
              September
                26, 2007

            
	 	 


    

    FOR
      THE
      AMOUNT OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) CASH RECEIVED, the
      undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay
      to
      the order of ALLEN
      ANGEL,
      or its
      successors or assigns ("Holder"), at such place as the Holder may designate
      in
      writing to the Company, in lawful money of the United States of America, the
      principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00), due and
      payable on October 4, 2007.

    


    In
      the
      event that the Company fails to repay this promissory note (this “Note”) when
      due, the Holder may, at its option, formally declare the Company to be in
      default hereunder. In that event, the unpaid portion of this Note shall become
      immediately convertible in whole or in part, at Holder’s option, into
      free-trading shares of the Company’s common stock, par value $0.001 per share
      (“Common Stock”), at a 30% discount to the average of the closing market price
      of the Company’s common stock over the five trading days immediately preceding
      such conversion, subject to a floor conversion price of $0.75 per
      share.

    


    This
      Note
      shall be secured by the
      revenue recently billed to *** invoice number *** dated September 4, 2007 in
      the
      amount of $589,966.32 (such funds expected to be received by the Company on
      October 4, 2007). The Company will also issue to the Holder a postdated check
      for $200,000.00, dated October 4, 2007, with the intention that said postdated
      check, upon presentation for sufficient funds, will apply toward repayment
      of
      this Note. It is further understood by the Holder that the Company does not
      presently have sufficient cash to fund this postdated check, and is relying
      on
      receipt of the *** revenue mentioned above to provide such sufficient
      funds.

    


    The
      delay
      or failure to exercise any right hereunder shall not waive such right. The
      undersigned hereby waives demand, presentment, protest, notice of protest,
      any
      and all delays or lack of diligence in collection hereof and assents to each
      and
      every extension or postponement of the time of payment or other
      indulgence.

    


    In
      the
      event of default hereunder such that this Note is placed in the hands of an
      attorney for collection (whether or not suit is filed), or if this Note is
      collected by suit or legal proceedings or through bankruptcy proceedings, the
      Company agrees to pay reasonable attorney's fees and expenses of
      collection.

    


    The
      Holder acknowledges that s/he is an "accredited investor," as such term is
      defined in Regulation D promulgated by the Commission under the 1933 Act, is
      experienced in investments and business matters, has made investments of a
      speculative nature and has purchased securities of United States publicly-owned
      companies in private placements in the past and, with its representatives,
      has
      such knowledge and experience in financial, tax and other business matters
      as to
      enable the Holder to utilize the information made available by the Company
      to
      evaluate the merits and risks of and to make an informed investment decision
      with respect to the proposed purchase, which represents a speculative
      investment. Further, that the Holder is able to bear the risk of such investment
      for an indefinite period and to afford a complete loss thereof. 

    


    This
      Note
      shall be governed by, and construed and interpreted in accordance with, the
      laws
      of the State of Florida. Exclusive jurisdiction relating to this Note shall
      vest
      in courts located in Florida.

    


    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this Note
      the
      date and year first above written.

     

    
      	
              Holder

            	
               

            	
              VoIP,
                Inc.

            	 


    

    
      	 	
            	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Allen Angel

            	
              By:

            	
              /s/
                Anthony Cataldo

            
	 	
              Name:
                Allen Angel

            	
               

            	
              
                Name:
                  Anthony Cataldo

              

            
	 	 	
               

            	
              
                Title:
                  Chief Executive
                  Officer