Exhibit
      10.1

    


    ADVISORY
      SERVICES AGREEMENT - Piter Korompis

    


    


    This
      Advisory Services Agreement (the “Services Agreement”) is made and entered into
      September 24, 2007 (the “Effective Date ”), by and between (i) Piter
      Korompis, whose principal business address is an individual c/o Austindo Foods,
      Pty, Level 1, 585 Burwood Road, Hawthorn, Victoria 3122, Australia (the
“Consultant”) and (ii) VoIP, Inc., a Texas corporation, whose principal place of
      business is 151 South Wymore Road, Suite 3000, Altamonte Springs, Florida 32714
      (the “Company”). Consultant and Company may hereinafter be referred to
      individually as a “party” or collectively as the “parties.”

    


    WHEREAS,
      the
      Company requires the Services as defined and set forth herein;

    


    WHEREAS,
      Consultant is qualified to provide the Company with the Services and is desirous
      to perform such Services for the Company; and

    


    WHEREAS,
      the
      Company wishes to induce Consultant to provide the Services and wishes to
      contract with the Consultant regarding the same and compensate Consultant in
      accordance with the terms herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants contained in this Services Agreement,
      and
      for good and valuable consideration, the receipt of which is hereby
      acknowledged, it is agreed as follows:

    


    1.     APPOINTMENT.

    


    The
      Company hereby engages Consultant and Consultant agrees to render the Services
      to the Company as a consultant upon the terms and conditions hereinafter set
      forth.

    


    2.     TERM.

    


    The
      term
      of this Services Agreement shall begin as of the date of this Services
      Agreement, and shall terminate 120 days thereafter, or earlier in accordance
      with Section 9.

    


    3.     SERVICES.

    


    During
      the term of this Services Agreement, Consultant shall provide the Company with
      the following “Services.” However, the Services shall be limited to making
      recommendations and offering advice to the Company's Officers, Directors and
      other key Company personnel. As an offsite advisor, Consultant will rely upon
      the Company's management to, in the Company's sole discretion, accept or reject
      its recommendations. Under no circumstances, even in the event that Consultant
      is to perform onsite analysis, shall Consultant be responsible for making any
      decisions on behalf of the Company.

    


    a.     Advise
      internal management, with particular focus on strategic planning, organizational
      and corporate structure, and overall business analysis with the ultimate goal
      of
      preparing the company for capital market investor due diligence;

    


    b. General
      corporate advice including but not limited to strategic planning, management
      advisory services, business development, and other consulting or advisory
      services which the Company reasonably requests that the Consultant provide
      to
      the Company.

    


    c. Consultant
      agrees to provide the Services on a timely basis via: meetings with Company
      representatives which may include other professionals; conferences calls with
      Company representatives and other professionals; and/or written correspondence
      and documentation. Consultant cannot guarantee the results on behalf of the
      Company, but shall pursue all avenues that it deems reasonable through its
      network of contacts.

    


    d. It
      is
      further agreed that the Consultant will not engage in capital raising or stock
      promotion activities on behalf of the Company during the term of the Services
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.     COMPENSATION.     In
      connection with this Services Agreement, The Company shall pay Consultant the
      following fees:

    


    a.     Cash.
      (i)
      Within five days of the effectiveness of this Services Agreement (the “Payment
      Date”) the Company shall pay Consultant a cash fee equal to
      $490,000.00.

    


    b. Options.
      By or
      before the Payment Date, Consultant shall be granted an option to purchase
      700,000 of the Company’s common shares (the “Option Shares”) for $1.20 per
      share. The Option Shares shall be registered in an appropriate registration
      statement, and shall be delivered free of any restrictive legend.

    


    All
      compensation delivered and paid to Consultant pursuant to this Services
      Agreement shall be deemed completely earned, due, payable and non-assessable
      as
      of the date the compensation is tendered to Consultant by the Company or the
      Company's transfer agent. Once compensation is tendered to Consultant, there
      shall be no refunds or diminishment of the same regardless of any
      event.

    


     

    5.     REPRESENTATIONS
      AND WARRANTIES OF COMPANY.

    


    The
      Company hereby represents, warrants and agrees as follows:

    


    a.     This
      Services Agreement has been authorized, executed and delivered by the Company
      and, when executed by the Consultant will constitute the valid and binding
      agreement of the Company enforceable against the Company in accordance with
      its
      terms, except as enforcement thereof may be limited by bankruptcy, insolvency
      or
      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights generally or by general equitable principles.

    


    b.     The
      Company is validly organized, existing and with active status under the laws
      the
      State of Texas.

    


    c.     The
      securities to be issued to Consultant, if any, have all been authorized for
      issuance and when issued, delivered and tendered to the Consultant by the
      Company will be validly issued, fully paid and non-assessable.

    


    6.     STATUS
      OF WORK PRODUCT AND OTHER PROPERTY.
      Upon
      expiration of this Agreement and/or termination of this Services Agreement
      (or
      at any time upon request by the Company), Consultant will immediately return
      to
      the Company all Company property (including but not limited to all documents,
      electronic files/records, keys, records, computer disks, or other tangible
      or
      intangible things that may or may not relate to or otherwise constitute
      confidential information or trade secrets (as defined by applicable law) that
      Consultant created, used, possessed, or maintained while in the employ of the
      Company, from whatever source. This provision does not apply to purely personal
      documents of Consultant, but does apply to business calendars, Rolodexes,
      customer lists, contact sheets, computer programs, disks, and their contents,
      and like information that may contain some personal matters of
      Consultant.

    


    7.     INDEMNIFICATION.
      (a) The
      Company agrees to indemnify the Consultant and hold it harmless against any
      losses, claims, damages or liabilities incurred by the Consultant, in connection
      with, or relating in any manner, directly or indirectly, to the Consultant
      rendering the Services in accordance with the Services Agreement, unless it
      is
      determined by a court of competent jurisdiction that such losses, claims,
      damages or liabilities arose out of the Consultant's breach of this Services
      Agreement, sole negligence, gross negligence, willful misconduct, dishonesty,
      fraud or violation of any applicable law. Additionally, the Company agrees
      to
      reimburse the Consultant immediately for any and all expenses, including,
      without limitation, attorney fees, incurred by the Consultant in connection
      with
      investigating, preparing to defend or defending, or otherwise being involved
      in,
      any lawsuits, claims or other proceedings arising out of or in connection with
      or relating in any manner, directly or indirectly, to the rendering of any
      Services by the Consultant in accordance with the Services Agreement (as
      defendant, nonparty, or in any other capacity other than as a plaintiff,
      including, without limitation, as a party in an interpleader action). The
      Company further agrees that the indemnification and reimbursement commitments
      set forth in this paragraph shall extend to any controlling person, strategic
      alliance, partner, member, shareholder, director, officer, employee, agent
      or
      subcontractor of the Consultant and their heirs, legal representatives,
      successors and assigns. The provisions set forth in this Section shall survive
      any termination of this Services Agreement.

    


    (b)
      Consultant
      agree to indemnify, hold harmless and defend the Company, its directors,
      officers, and affiliates (each an “Indemnified Party”) from and against any and
      all claims, suits, judgments, fines, cost, damages, demands, actions, expenses
      or liabilities of any nature which are threatened or brought against any
      Indemnified Party by any person arising out of the acts or omissions of
      Consultant or any of its agents or affiliates or any breach of any agreement,
      representation or warranty of Consultant contained herein including, but not
      limited to, any violation of any provision of the Securities Act, the Exchange
      Act or any rule or regulation promulgated there under, or any applicable state
      securities or blue sky laws. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    8.     COMPLIANCE
      WITH SECURITIES LAWS.
      The
      Company understands that any and all Compensation outlined in this Services
      Agreement shall be paid solely and exclusively as consideration for the
      aforementioned consulting efforts made by Consultant on behalf of the Company
      as
      an independent contractor. The parties performing the services outlined in
      this
      Services Agreement are natural persons and shall only provide advisory services
      internally to the Company. Consultant's engagement does not involve the
      marketing of any Company securities.

    


    9.     MISCELLANEOUS.

    


    a.     Termination
      and Renewal:
      This
      Services Agreement may be terminated by Company only upon written notice to
      Consultant and Consultant's failure to cure said material breach within 45
      days
      from receipt of said notice.

    


    b.     Modification:
      This
      Services Agreement sets forth the entire understanding of the parties with
      respect to the subject matter hereof. This Agreement may be amended only in
      writing signed by both parties.

    


    c.     Notices:
      Any
      notice required or permitted to be given hereunder shall be in writing and
      shall
      be mailed or otherwise delivered in person to the parties at the addresses
      set
      forth above.

    


    d.     Waiver:
      Any
      waiver by either party of a breach of any provision of this Services Agreement
      shall not operate as or be construed to be a waiver of any other breach of
      that
      provision or of any breach of any other provision of this Services Agreement.
      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 Services Agreement.

    


    e.    
       Severability:
      If any
      provision of this Services Agreement is invalid, illegal, or unenforceable,
      the
      balance of this Services Agreement shall remain in effect. If any provision
      is
      inapplicable to any person or circumstance, it shall nevertheless remain
      applicable to all other persons and circumstances. If any compensation provision
      is deemed unenforceable or illegal, then in the case of the delivery of common
      stock to the Consultant, Consultant shall be entitled to receive a cash benefit
      equal to the value of the common stock that would have been tendered had such
      a
      provision not been illegal or unenforceable.

    


    f.     Arbitration:
      Any
      dispute or other disagreement arising from or out of this Services Agreement
      shall be submitted to arbitration under the rules of the American Arbitration
      Association and the decision of the arbiter(s) shall be enforceable in any
      court
      having jurisdiction thereof. Arbitration shall occur only in Orange County,
      FL.
      The interpretation and the enforcement of this Services Agreement shall be
      governed by Florida Law as applied to residents of the State of Florida relating
      to contracts executed in and to be performed solely within the State of
      Florida.

    


    g.     Governing
      Law:
      The
      subject matter of this Services Agreement shall be governed by and construed
      in
      accordance with the laws of the State of Florida (without reference to its
      choice of law principles), and to the exclusion of the law of any other forum,
      without regard to the jurisdiction in which any action or special proceeding
      may
      be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION
      AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTY OF ORANGE,
      FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH,
      OR BY
      REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS SERVICES
      AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS
      CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS SERVICES
      AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY
      ISSUES SO TRIABLE. If it becomes necessary for any party to institute legal
      action to enforce the terms and conditions of this Services Agreement, the
      prevailing party shall be awarded reasonable attorneys fees, expenses and
      costs.

    


    h.     
      Specific Performance:
      The
      Company and the Consultant shall have the right to demand specific performance
      of the terms, and each of them, of this Services Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    i.     
      Execution of the Services Agreement:
      The
      Company, the party executing this Services Agreement on behalf of the Company,
      and the Consultant, have the requisite corporate power and authority to enter
      into and carry out the terms and conditions of this Services Agreement, as
      well
      as all transactions contemplated hereunder. All corporate proceedings have
      been
      taken and all corporate authorizations and approvals have been secured which
      are
      necessary to authorize the execution, delivery and performance by the Company
      and the Consultant of this Services Agreement. This Services Agreement has
      been
      duly and validly executed and delivered by the Company and the Consultant and
      constitutes a valid and binding obligation, enforceable in accordance with
      the
      respective terms herein. Upon delivery of this Services Agreement, this Services
      Agreement will constitute the valid and binding obligations of Company, and
      will
      be enforceable in accordance with their respective terms. Delivery may take
      place via facsimile transmission.

      

    j.     Joint
      Drafting.
      This
      Services Agreement shall be deemed to have been drafted jointly by the Parties
      hereto, and no inference or interpretation against any one party shall be made
      solely by virtue of such party allegedly having been the draftsperson of this
      Services Agreement. The parties have each conducted sufficient and appropriate
      due diligence with respect to the facts and circumstances surrounding and
      related to this Services Agreement. The parties expressly disclaim all reliance
      upon, and prospectively waive any fraud, misrepresentation, negligence or other
      claim based on information supplied by the other party, in any way relating
      to
      the subject matter of this Services Agreement.

    


    k. Acknowledgments
      and Assent.
      The
      parties acknowledge that they have been given at least ten (10) days to consider
      this Services Agreement and that they were advised to consult with an
      independent attorney prior to signing this Services Agreement and that they
      have
      in fact consulted with counsel of their own choosing prior to executing this
      Services Agreement. The parties may revoke this Services Agreement for a period
      of three (3) days after signing this Services Agreement, and the Services
      Agreement shall not be effective or enforceable until the expiration of this
      three (3) day revocation period. The parties agree that they have read this
      Services Agreement and understand the content herein, and freely and voluntarily
      assent to all of the terms herein.

    


    l. Accredited
      Investor.
      Consultant acknowledges that he is an “accredited investor” (as defined in Rule
      501 of Regulation D), and such Consultant has such experience in business and
      financial matters that he is capable of evaluating the merits and risks of
      an
      investment in the Company's securities as provide for in the Services Agreement
      (the “Securities”), as amended. Such Consultant is not required to be registered
      as a broker-dealer under Section 15 of the Exchange Act and such Purchaser
      is
      not a broker-dealer. The Consultant acknowledges that an investment in the
      Securities is speculative and involves a high degree of risk.

    


    m. Material
      Non-Public Information. Consultant
      acknowledges that the Company is a publicly traded company. As such, the
      Consultant agrees not to use any material non-public information about the
      Company in connection with the purchase or sale of the securities of the
      Company.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, this Services Agreement has been executed by the parties as
      of
      the date first above written.

     

    
      	
              COMPANY

            	
               

            	
               

            	
              CONSULTANT

            
	
               
                

            	
               

            	
               

            	
               

            
	
              VOIP,
                INC.

            	
               

            	
               

            	
              Piter
                Korompis

            
	
               
                

            	
               

            	
               

            	
               
                

            
	   	
               

            	
               

            	   
	
              /s/
                Anthony
                Cataldo                                                                       
                

              Anthony
                Cataldo

              By:
                Anthony J. Cataldo

            	
               

            	
               

            	
              /s/
                Piter
                Korompis                                                                           
                

              Piter
                Korompis

              
                An:
                  Individual

              

            
	
              Its:
                Chief Executive Officer

            	
               

            	
               

            	
               

            


    

     

    


    


    A
      FACSIMILE COPY OF THIS SERVICES AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT
      AS AN
      ORIGINAL OF THE SAME.