Exhibit
        10.2

      CONVERTIBLE
        PROMISSORY NOTE

       

      


      
        	
                $36,250.00

              	
                September
                  26, 2007

              
	 	 


      

      FOR
        GOOD
        AND VALUABLE CONSIDERATION 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 Thirty Six Thousand Two Hundred Fifty Dollars ($36,250.00),
        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.
        

      


      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