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Voip Inc · PRE 14A · For 2/13/06

Filed On 1/30/06 5:34pm ET · SEC File 0-28985 · Accession Number 909143-6-11

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 1/31/06  Voip Inc                          PRE 14A     2/13/06    1:40                                     909143

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Schedule 14a                              40    184K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Dividend Equivalents Promoters Restricted Stock
1	1st Page
17	Promoters
18	Restricted Stock
19	Dividend Equivalents

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SCHEDULE 14A INFORMATION                

Proxy Statement Pursuant to Section 14(a)                 
of the Securities Exchange Act of 1934                  

Filed by the Registrant [ X ]                                                   

Filed by a party other than the Registrant [   ]                                

Check the appropriate box:                                                      
[ X ]     Preliminary Proxy Statement                                           

[   ]     Confidential, for use of the Commission only (as                      
permitted by Rule 14a-6(e)(2))                              

[   ]     Definitive Proxy Statement                                            

[   ]     Definitive Additional Materials                                       

[   ]     Soliciting Material pursuant to  240.14a-12                           

VOIP, INC.                
(Name of the Registrant as specified in its charter)                
_____________________________________________________               
(Name of person(s) filing Proxy Statement,                
if other than the Registrant)               

Payment of filing fee (check the appropriate box):                              

[ X ]     No fee required.                                                      

[   ]     Fee computed on table below per Exchange Act Rules 14a-               
6(i)(1) and 0-11.                                           

(1) Title of each class of securities to                
which transaction applies:                
________________________________________________________                

(2) Aggregate number of securities to               
which transaction applies:                
________________________________________________________                

(3) Per unit price or other underlying value                
of transaction computed pursuant to               
Exchange Act Rule 0-11                
(Set forth the amount on which the                
filing is calculated and state how                
it was determined):               
________________________________________________________                

(4) Proposed maximum aggregate                
value of transaction:               
________________________________________________________                

(5) Total fee paid:               
________________________________________________________                

[   ]     Fee paid previously with preliminary materials.                       

[   ]     Check box if any part of the fee is offset as provided                
by Exchange Act Rule 0-11(a)(2) and identify the filing     
for which the offsetting fee was paid previously.           
Identify the previous filing by registration statement      
number, or the form or schedule and the date of its         
filing.                                                     

(1)  Amount previously paid:                                

(2)  Form, schedule or registration statement no.:          

(3)  Filing party:                                          

(4)  Date filed:                                            

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VOIP, INC.                

12330 S.W. 53rd STREET, SUITE 712               
FORT LAUDERDALE, FLORIDA  33330               

Notice of Annual Meeting of Shareholders                
to be held on March 7, 2006               

NOTICE IS HEREBY GIVEN that the Annual Meeting of           
Shareholders of VoIP, Inc., a Texas corporation (the "Company"),                
will be held on March 7, 2006, at 10:00 a.m., Eastern Standard                  
Time, at the Sheraton Fort Lauderdale Hotel, 1825 Griffin Road,                 
Dania, Florida 33004, for the purpose of considering and voting                 
upon the following matters:                                                     

1.   to elect seven directors to serve for the ensuing      
year and until their successors are elected and qualified;                      

2.   to approve the VoIP, Inc. 2006 Equity Incentive        
Plan;                                                                           

3.   to amend and restate the Company's Articles of         
Incorporation to authorize additional classes and shares of                     
capital stock; and                                                              

4.   to transact such other business as may properly        
come before the annual meeting and any adjournment or                           
adjournments of the meeting.                                                    

Our board of directors has no knowledge of any other        
business to be transacted at the annual meeting.                                

Our board of directors has fixed the close of business      
on February 9, 2006 as the record date for the determination of                 
shareholders entitled to notice of and to vote at the annual                    
meeting and at any adjournment or adjournments of the meeting.                  
Our stock transfer books will remain open.                                      

A copy of our annual report to shareholders for the         
fiscal year ended December 31, 2004, which contains consolidated                
financial statements and other information of interest to                       
shareholders, accompanies this notice and the enclosed proxy                    
statement.                                                                      

All shareholders are cordially invited to attend the        
annual meeting.                                                                 

              By Order of the Board of Directors

David W. Sasnett,   
Secretary           

Ft. Lauderdale, Florida                                                         
February 13, 2006                                                               

Your vote is very important. Whether or not you plan to     
attend the annual meeting, in order to ensure representation of                 
your shares, please promptly complete, date and sign the enclosed               
proxy card and return it in the accompanying envelope or follow                 
the instructions provided for voting by phone or via the                        
Internet, if applicable. No postage need be affixed if the proxy                
card is mailed in the United States.                                            

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VOIP, INC.                

12330 S.W. 53rd Street, Suite 712               
Ft. Lauderdale, Florida  33330                

PROXY STATEMENT               
For the Annual Meeting of Shareholders                
to be Held on February 28, 2006               

TABLE OF CONTENTS               

INFORMATION ABOUT SOLICITATION AND VOTING                       6               

PROPOSAL ONE: ELECTION OF DIRECTORS                            10               

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                             
MANAGEMENT                                                     17               

MANAGEMENT                                                      5               

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  3               

PROPOSAL TWO:  PROPOSAL TO APPROVE THE COMPANY'S 2006 EQUITY                    
INCENTIVE PLAN                                                  4               

PROPOSAL THREE: PROPOSAL TO AMEND AND RESTATE THE COMPANY'S                     
ARTICLES OF INCORPORATION                                       1               

INFORMATION ABOUT SOLICITATION AND VOTING                   

Solicitation                                                                    
------------                                                                    

This proxy statement is furnished in connection with        
the solicitation of proxies by the board of directors of VoIP,                  
Inc. (the "Company") for use at the Annual Meeting of                           
Shareholders to be held on March 7, 2006 at 10:00 a.m., Eastern                 
Time, at The Sheraton Fort Lauderdale Hotel, 1825 Griffin Road,                 
Dania, Florida 33004 and at any adjournment or adjournments of                  
the annual meeting.                                                             

The notice of meeting, this proxy statement, the            
enclosed proxy card and our annual report to shareholders for the               
fiscal year ended December 31, 2004 are first being sent or given               
to shareholders on or about February 13, 2006. Our annual report                
to shareholders for the fiscal year ended December 31, 2004                     
includes a copy of our annual report on Form 10-KSB for the same                
fiscal year, as updated through September 30, 2005 with our third               
quarterly report on Form 10-QSB, both as filed with the                         
Securities and Exchange Commission (the "SEC"), including                       
financial statements and schedules, but excluding exhibits.                     

We will, upon written request of any stockholder who        
has not otherwise received a copy of our annual report on Form 10-              
KSB for the fiscal year ended December 31, 2004, furnish without                
charge a copy of that annual report on Form 10-KSB, including                   
financial statements and financial statement schedules, but                     
excluding exhibits, as filed with the SEC. Please address your                  
request to VoIP, Inc., 12330 S.W. 53rd Street, Suite 712, Ft.                   
Lauderdale, Florida  33330, Attention:  Osvaldo Pitters, Senior                 
Vice President of Finance. Exhibits will be provided upon written               
request and payment of an appropriate processing fee.                           

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Matters to be Considered at the Annual Meeting                                  
----------------------------------------------                                  

At the annual meeting and any adjournment or                
adjournments of the annual meeting, our shareholders will be                    
asked to consider and vote upon the following matters:                          

1.   to elect seven directors to serve for 2006 and         
until their successors are elected and qualified;                               

2.   to approve the VoIP, Inc. 2006 Equity Incentive        
Plan;                                                                           

3.   to amend and restate the Company's Articles of         
Incorporation to authorize additional classes and shares of                     
capital stock; and                                                              

4.   to transact such other business as may properly        
come before the annual meeting and any adjournment or                           
adjournments of the meeting.                                                    

Record Date                                                                     
-----------                                                                     

Our board of directors has fixed the close of business      
on February 9, 2006 as the record date for the determination of                 
shareholders entitled to notice of and to vote at the annual                    
meeting.                                                                        

Voting                                                                          
------                                                                          

On February 9, 2006, the record date for determination      
of shareholders entitled to vote at the annual meeting, there                   
were outstanding and entitled to vote ___________shares of our                  
common stock.  The holders of a majority of our capital stock                   
issued and outstanding and entitled to vote at the annual meeting               
will constitute a quorum for the transaction of business at the                 
annual meeting. Capital stock represented in person or by proxy,                
including abstentions and "broker non-votes" with respect to one                
or more of the matters presented for shareholder approval will be               
counted for purposes of determining whether a quorum exists at                  
the annual meeting. When we refer to broker non-votes, we mean                  
capital stock held in "street name" by brokers or nominees who                  
indicate on their proxies that they do not have discretionary                   
authority to vote the capital stock as to a particular matter.                  

The affirmative vote of the holders of our capital          
stock representing a majority of the votes represented by capital               
stock represented in person or by proxy and entitled to vote at                 
the annual meeting is required for the election of directors and                
approval of Proposal Two to approve the 2006 Equity Incentive                   
Plan. Therefore, an abstention or withholding of a vote will not                
be counted for purposes of determining whether the requisite vote               
has been obtained to elect directors or approve Proposal Two.                   

Holders of shares abstaining from voting on Proposal        
Three to amend the Articles of Incorporation will not be counted                
as votes in favor of that matter, but will be counted as votes                  
cast on that matter. Accordingly, abstentions will have the                     
effect of votes against the adoption of Proposal Three.                         

Broker non-votes with respect to a particular matter        
will not be counted as votes in favor of that matter and will                   
also not be counted as votes cast on that matter. Accordingly,                  
broker non-votes will have no effect on the matters specified in                
the notice of meeting.                                                          

All proxies will be voted in accordance with the            
instructions of the shareholder. If no choice is specified, the                 
proxies will be voted in favor of the matters set forth in the                  
notice of meeting accompanying this proxy statement. Any proxy                  
may be revoked by a shareholder at any time before its exercise                 
by delivering a written revocation to our corporate secretary, by               
delivering a subsequently dated proxy or by voting in person at                 
the annual meeting. Attendance at the annual meeting will not                   
itself be deemed to revoke a proxy unless the shareholder gives                 
affirmative notice at the annual meeting that the shareholder                   
intends to revoke the proxy and vote in person.                                 

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Householding of Proxy Materials                                                 
-------------------------------                                                 

Some banks, brokers and other nominee record holders        
may be participating in the practice of "householding" proxy                    
statements and annual reports. This means that only one copy of                 
this proxy statement or our annual report may have been sent to                 
multiple shareholders in your household. We will promptly deliver               
a separate copy of either document to you if you call or write us               
at the following address or phone number: VoIP, Inc., 12330 S.W.                
53rd Street, Suite 712, Ft. Lauderdale, Florida  33330, phone:                  
(954) 434-2000, Attention: Osvaldo Pitters.   If you want to                    
receive separate copies of our annual report and proxy statement                
in the future, or if you are receiving multiple copies and would                
like to receive only one copy for your household, you should                    
contact your bank, broker or other nominee record holder, or you                
may contact us at the above address and phone number.                           

Shareholder Proposals for Annual Meeting and for the Annual                     
Meeting in 2007                                                                 
-----------------------------------------------------------                     

Written notice of proposals of shareholders submitted       
outside the processes of Rule 14a-8 under the Securities Exchange               
Act of 1934, as amended, for consideration at our annual meeting                
of shareholders in 2007 must be received by us within a                         
reasonable time before the Company begins to print and mail this                
proxy statement in order to be considered timely for purposes of                
Rule 14a-8 under the Exchange Act. The persons designated in our                
proxy card will be granted discretionary authority with respect                 
to any stockholder proposal with respect to which we do not                     
receive timely notice.  Stockholder proposals submitted pursuant                
to Rule 14a-8 under the Exchange Act for inclusion in our proxy                 
materials for our annual meeting of shareholders in 2007 must be                
received by our corporate secretary at our principal offices by                 
January 1, 2007.                                                                

Other Matters                                                                   
-------------                                                                   

Our board of directors knows of no other business which     
will be presented for consideration at the annual meeting other                 
than those matters described above. However, if any other                       
business should come before the annual meeting, it is the                       
intention of the persons named in the enclosed proxy card to                    
vote, or otherwise act, in accordance with their best judgment on               
such matters.                                                                   

Costs of Solicitation                                                           
---------------------                                                           

We will bear the costs of soliciting proxies. In            
addition to solicitations by mail, our directors, officers and                  
employees may, without additional remuneration, solicit proxies                 
by telephone, facsimile and personal interviews. We will                        
reimburse these persons for their reasonable expenses in                        
connection with any of these solicitations. In addition, we will                
request brokerage houses, custodians, nominees and fiduciaries to               
forward copies of the proxy materials to those persons for whom                 
they hold shares and request instructions for voting the proxies,               
and we will reimburse brokerage houses and other persons for                    
their reasonable expenses in connection with this distribution.                 

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PROPOSAL ONE:           
ELECTION OF DIRECTORS               

Our board of directors presently consists of one            
director. After the annual meeting, we expect that our board of                 
directors will consist of seven directors elected annually for a                
one year term. The persons named in the enclosed proxy will vote                
to elect as directors Mr. B. Michael Adler, Senator George                      
Firestone, Mr. Stuart Kosh, Mr. Nicholas A. Iannuzzi, Jr.,                      
Mr. Thomas Reeves, Mr. Chris Rhoades and Mr. John N. Spencer,                   
Jr., unless the proxy is marked otherwise. The directors will be                
elected at the upcoming annual meeting and will serve until the                 
annual meeting of shareholders to be held in fiscal year 2007 and               
until their respective successors have been elected and                         
qualified. At each annual meeting of shareholders, directors are                
elected for a full one year to succeed those whose terms are                    
expiring.                                                                       

Each of the nominees has indicated his willingness to       
serve, if elected. However, if any nominee should be unable to                  
serve, the persons acting under the proxy may vote the proxy for                
a substitute nominee. Our board of directors has no reason to                   
believe that any nominee will be unable to serve if elected.                    

The Board of Directors                                                          

For each member of our board of directors, including        
the nominees for election as director, there follows information                
given by each concerning:                                                       

*    each director's age;                                             

*    all positions or offices, including committee memberships,       
held by each director;                                      

*    each director's length of service as a director of the           
Company;                                                    

*    each director's principal occupation and business experience     
for at least the past five years; and                       

*    the names of other public reporting companies of which the       
director serves as a director.                              

                     Position and Offices     Director
Name                Age    with the Company         Since       
------------------------- ---  ---------------------  -------------         

B. Michael Adler           58   Chief Executive                             
        Officer; Prospective
         Director and Chairman

George Firestone           73   Director                October 2005        

Stuart Kosh                49   Prospective Director                        

Nicholas A. Iannuzzi, Jr,  40   Prospective Director                        

Thomas Reeves              57   Prospective Director                        

Chris Rhoades              40   Prospective Director                        

John N. Spencer, Jr.       65   Prospective Director                        

There are no family relationships among any of our          
directors, nominees for director and executive officers.                        

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Nominees for Election to the Board of Directors (Terms to expire                
at Annual Meeting for the 2006 Fiscal Year)                                     
----------------------------------------------------------------                

B. MICHAEL ADLER, age 58, became our Chief Executive        
Officer in October 2005.  Mr. Adler is the founder of WQN, Inc.,                
has been a member of its board of directors since its inception                 
in 1996, and served as its Chief Executive Officer from 1996 to                 
2001.   Mr. Adler is the Chief Executive Officer of Eagle Venture               
Capital, LLC, a Delaware limited liability company, formerly                    
known as WorldQuest Networks, LLC, and a former Director of                     
Intellicall, Inc., a publicly-traded manufacturer of pay phones                 
and call processing equipment (New York Stock Exchange symbol                   
"ICL").  Mr. Adler founded Intellicall in 1984 and served as                    
Chairman or Vice Chairman of the Board from its inception until                 
November 1993.  From 1994 to July 1999, Mr. Adler was the                       
Chairman of the Board of The Payphone Company Limited, a company                
that owns a wireless pay telephone network in Sri Lanka.                        

GEORGE FIRESTONE, age 73, was elected Florida's 20th        
Secretary of State in 1978 and was re-elected for two additional                
terms.  Previously, he served as a member of the House of                       
Representatives and as a member of the Florida Senate.  During                  
this legislative tenure, he was responsible for the passage of                  
laws permitting international banking and foreign trade zones.                  
Senator Firestone currently serves as the State of Florida's                    
"Special Envoy" to the Foreign Consular Corp of Florida.  He has                
a long history of valued legislative service, including serving                 
as a member of the Florida Cabinet, the State's Chief Elections                 
Officer, and Chief Cultural Officer.  For the past five years                   
Senator Firestone has been the Chairman and CEO of Tecton                       
International, Inc., a financial and operations management                      
company specializing in the management and workout of non-                      
performing businesses and distressed real estate.  Senator                      
Firestone is a vice president, general manager and stockholder of               
Gray Security Service, which provides security investigations of                
commercial and industrial matters.  He serves on the board of                   
Eastern National Bank of Miami.  His long public service support                
includes serving as chairman of the City of Miami Economic                      
Advisory Board; member of the Dade County Personnel Advisory                    
Board; and receiver and trustee of the U.S. Bankruptcy Court.                   
Senator Firestone is a licensed real estate broker and developer,               
and insurance broker specializing in the field of estate planning               
and business insurance for individuals and corporations.                        

NICHOLAS A. IANNUZZI, JR., age 40, is a partner in the      
law firm of Rothenberg, Estner, Orsi, Arone and Grumbach, LLP of                
Wellesley, Massachusetts, where he has worked since 2002.  From                 
1997 to 2002 Mr. Iannuzzi maintained his own law practice in                    
Boston, Massachusetts.  Mr. Iannuzzi specializes in the areas of                
corporate and contract law, civil litigation and real estate.  He               
serves as general counsel to numerous corporations and has                      
advised his clients on various business matters and transactions,               
including major acquisitions and sales of businesses.  Mr.                      
Iannuzzi is a graduate of Boston College and received his J.D.                  
from the Suffolk University Law School.                                         

STUART KOSH, age 49, moved to Florida in 1978 to join       
his father and brother at Kosh Ophthalmic, Inc., a wholesale                    
optical laboratory with annual sales of $15 million, where he                   
managed 100 employees. In 1998, the company was sold to Essilor                 
of America, and Mr. Kosh maintains his position as General                      
Manager. His leadership roles have included involvement with the                
Big Brothers Big Sisters Program of Broward County as a mentor to               
needy youth. For the past 15 years, Mr. Kosh has been involved                  
with the National Multiple Sclerosis Society. He has served on                  
its board and chairs its annual golf tournament fundraiser.                     
Presently he is serving on the Temple Dor Dorim Board of                        
Directors.                                                                      

THOMAS REEVES, age 57, has a broad professional career      
that began with Shaklee Corporation, initially as Contract                      
Manufacturing Manager and later as Director of Purchasing. In                   
1980 he accepted a Vice President position with Nutrition Pak                   
Corporation. From 1984 to 1992 Mr. Reeves was President of Torick               
Inc. an electrical wire harness manufacturer. In 1992 he started                
Transportation Safety Technologies where he was President and                   
Chief Executive Officer. From 2000 to present he has been                       
President of TRJB Inc. a holding company for various companies in               
the hospitality industry. Mr. Reeves has been actively involved                 
in supporting the American Cancer Society and is a committee                    
member of the Cystic Fibrosis Foundation.  He holds a BS in                     
Business Administration from California State University.                       

CHRIS RHOADES, age 40, has three years management           
consulting experience and was employed for 11 years (from 1992 to               
2003) by the investment banking firm of Merrill Lynch.  Since                   
2004 he has been the Chief Executive Officer and owner of Rhoades               
Building Products, Inc.  Over the last three years Mr. Rhoades                  
has also focused on capital allocation and has invested in                      
several companies in the voice over internet protocol marketplace               
and in commercial real estate developments.  Mr. Rhoades was                    
involved in hundreds of debt and equity financings for both U.S.                
and European companies while working at Merrill Lynch's New York                
and San Francisco offices.  He served in                                        

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a crucial advisory capacity to mutual and hedge funds, evaluating               
on their behalf the strategy, fundamentals, valuation, and                      
capital structure of numerous companies.  Mr. Rhoades analyzed                  
research specific to the telecom industry, and wrote research                   
analysis in the mid-90's specific to the growth of the mobile                   
telephone industry.  In 2005 Mr. Rhoades was appointed by                       
the Governor of Maine to a task force established to research                   
economic stimulus ideas for the state.  Mr. Rhoades is a graduate               
of the University of California at Berkeley and went on to                      
receive his MBA from Northwestern University's Kellogg Graduate                 
School of Management.                                                           

JOHN N. SPENCER, JR., age 65, served a broad range of                 
clients for more than 38 years while at Ernst & Young. He began                 
his Ernst & Young ("E&Y") career in Boston in 1962 and worked in                
E&Y's National office in New York assisting with the development                
of professional policies and in resolving client matters                        
nationwide in the audit, accounting and SEC areas.  Mr. Spencer                 
served as the Managing Partner of E&Y's Providence, Rhode Island                
office before transferring to Atlanta in 1981.  Most recently he                
was the Market Segment Team Leader for E&Y's Life Sciences                      
industry practice in the Southeast.  He retired from E &Y in                    
2000.  Mr. Spencer has significant expertise in coordinating                    
services to publicly held companies, including involvement in                   
more than 200 registration statements and over 25 initial public                
offerings.  He provided audit and financial related services for                
over 100 merger and acquisition transactions and has significant                
experience with numerous boards of directors and audit                          
committees.  Active in Georgia's technology community, he served                
as president and a director of the Business and Technology                      
Alliance.  He was a cofounder and is treasurer of the Atlanta                   
Venture Forum, an association of venture capital investors in the               
Southeast, and he recently completed two years as the President                 
of the Georgia Biomedical Partnership.  Mr. Spencer is a member                 
of the National Association of Corporate Directors, and he serves               
as a member of the boards of directors of A C Therapeutics, Inc.;               
GeneEx, Inc.; and OrthoHelix Surgical Designs, Inc.  He also                    
serves on the board of directors of Firstwave Technologies, Inc.                
(NASDAQ - FSTW) and is the Chair of its Audit Committee.  In                    
addition, Mr. Spencer is a Director of BioFlorida and of the                    
Georgia Biomedical Partnership.                                                 

Board Recommendation                                                            
--------------------                                                            

The board of directors recommends that you vote "FOR"       
the election of the nominees to the board of directors.                         

Board of Directors and Committee Meetings; Committees of the                    
Board                                                                           
-------------------------------------------------------------                   

During the fiscal year ended December 31, 2004 and          
through October 2005 Mr. Steven Ivester was the sole director of                
the Company, consequently, formal board and committee meetings                  
were not held during that time.  One formal meeting of the board                
of directors was held in December 2005.                                         

Because Mr. Ivester has been the only director of the       
Company, he performed the functions of the audit committee.                     
Mr. Ivester was not an "audit committee financial expert," as                   
defined by the SEC.  Upon election of the nominees for director,                
the Company plans to establish an audit committee of independent                
directors, and it is anticipated that Mr. Spencer will serve as                 
chair.  Mr. Spencer is an "audit committee financial expert," as                
defined by the SEC.  The audit committee will operate pursuant to               
a written charter, which is attached to this proxy statement as                 
Appendix A.                                                                     

During the fiscal years ended December 31, 2004 and         
2005, the Company did not have a standing compensation or                       
nominating committee.  Upon election of the nominees for                        
director, the Company plans to establish a compensation committee               
consisting of two or more independent directors.  The                           
compensation committee will operate pursuant to a written                       
charter.                                                                        

We do not presently have a policy with respect to           
attendance by the directors at the annual meetings of                           
shareholders.  All of the current year board of directors                       
nominees, as well as Mr. Ivester, have indicated their intent to                
attend the shareholders meeting.                                                

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Procedures for Director Nominations                                             
-----------------------------------                                             

Neither our articles of incorporation nor our bylaws        
contain any procedures whereby shareholders may recommend                       
nominees for director.  We do not pay and do not anticipate                     
paying any fees to third parties for identifying or evaluating                  
candidates for director.                                                        

Communications with Directors                                                   
-----------------------------                                                   

Our board of directors does not provide a formal process by           
which shareholders may send communications to the board, because                
Mr. Ivester had been the only director.  The Company does not at                
this time anticipate instituting such a process.  However,                      
shareholders may communicate with us or request information at                  
any time by contacting Investor Relations at (954) 434-2000.                    

Compensation of Directors                                                       
-------------------------                                                       

Mr. Ivester was not separately compensated for his service            
as a director of our Company.                                                   

In connection with their service on our board of directors,           
each director elected by the shareholders will receive 25,000                   
shares of our common stock and options to purchase 25,000 shares                
of our common stock, with the ownership rights to these shares                  
and options vesting ratably on a monthly basis over one year.                   
Each director will also receive $500 for each board meeting or                  
board committee meeting attended.                                               

Code of Ethics                                                                  
--------------                                                                  

At the Board of directors meeting following the Annual                
Meeting, it is anticipated that we will adopt a Code of Business                
Conduct and Ethics, within the meaning of Item 406(b) of                        
Regulation S-K,  that applies to the Company's directors,                       
officers and employees, including, our principal executive                      
officer, principal financial officer and principal accounting                   
officer.  Upon adoption, a complete copy of the proposed Code of                
Ethics will be posted at our website at www.voipincorporated.com                
under "Investor Relations."  Any amendments to, or waivers of,                  
the Code of Ethics will be promptly disclosed on our website.                   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND           
MANAGEMENT                

Beneficial Ownership                                                            
--------------------                                                            

The following table sets forth information as of            
February 9, 2006, except as otherwise noted, with respect to the                
beneficial ownership of our common stock:                                       

*    each person known by the Company to own beneficially more        
than five percent of our outstanding common stock;          

*    each director and prospective director of the Company;           

*    the Company's Chief Executive Officer and each person who        
serves as an executive officer of the Company; and          

*    all executive officers and directors of the Company as a         
group.                                                      

The number of shares beneficially owned by each             
stockholder is determined under rules promulgated by the SEC. The               
information is not necessarily indicative of beneficial ownership               
for any other purpose. Under these rules, beneficial ownership                  
includes any shares as to which the individual has sole or shared               
voting power or investment power and any shares as to which the                 
individual has the right to acquire beneficial ownership within                 
60 days, except as otherwise noted, through the exercise or                     
conversion of any stock option, warrant, preferred stock or other               
right. The inclusion in the following table of those shares,                    
however, does not constitute an admission that the named                        
stockholder is a direct or indirect beneficial owner of those                   
shares. Unless otherwise indicated, to our                                      

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knowledge based upon information produced by the persons and                    
entities named in the table, each person or entity named in the                 
table has sole voting power and investment power, or shares                     
voting and/or investment power with his or her spouse, with                     
respect to all shares of capital stock listed as owned by that                  
person or entity.                                                               

The address for each of our officers and directors is       
c/o VoIP, Inc., 12330 S.W. 53rd Street,  Suite 712, Fort                        
Lauderdale, Florida 33330.                                                      

                                                                · Download Table


                                      Shares of Common Stock    Ownership of   
     Name of Beneficial Owner           Beneficially Owned    Common Stock (11)
----------------------------------    ----------------------  -----------------
                                                                               
YTMJ, LLC                                   5,950,615               8.9%       
5600 PGA Boulevard, Suite 204                                                  
Palm Beach Gardens, FL 33412                                                   

WQN, Inc. (1)                              10,239,100              15.8%       
14911 Quorum Drive, Suite 140                                                  
Dallas, Texas 75240                                                            

Steven Ivester                              6,025,000               9.0%       

Shawn M. Lewis                              5,446,231               8.2%       

B. Michael Adler (2)                        1,125,000               1.8%       

Hal Bibee, Sr (3)                           1,687,500               2.7%       

David W. Sasnett (4)                          450,000                *         

Osvaldo Pitters (5)                           350,000                *         

George Firestone (6)                           16,666                *         

Nicholas A. Iannuzzi, Jr.                      75,000                *         

Stuart Kosh (7)                             1,284,477               2.1%       

Chris Rhoades (8)                           1,042,500               1.7%       

Thomas Reeves (9)                             585,000               1.0%       

John N. Spencer, Jr.                               --                --        

All directors and executive officers                                           
    as a group (6 persons) (10)             9,075,397              12.94%      
                                      ======================                   


*    Less than one percent.                                                 
(1)   Consists of 6,539,100 shares of Common Stock and 3,700,000              
shares issuable upon conversion of a Convertible Promissory Note. 

(2)  Consists of (a) 500,000 shares of common stock; (b) currently            
exercisable options to purchase 125,000 shares of common stock;     
and (c) warrants to purchase 500,000 shares of common stock.        

(3)  Consists of (a) 375,000 shares of common stock; (b) currently            
exercisable options to purchase 125,000 shares of common stock;     
and (c) warrants to purchase 1,187,500 shares of common stock.      

(4)  Consists of currently exercisable options to purchase 75,000             
shares of common stock, and warrants to purchase 375,000 shares     
of common stock.                                                    

(5)  Consists of currently exercisable options to purchase                    
250,000 shares of common stock and 100,000 shares owned by Mr.      
Pitters' spouse.                                                    

(6)  Consists of 8,333 shares of common stock and currently                   
exercisable options to purchase 8,333 shares of common stock.       

(7)  Consists of 778,227 shares of common stock and  warrants to              
purchase 506,250 shares of  common stock.                           

(8)  Consists of 730,000 shares of common stock and warrants to               
purchase 312,500 shares of common stock.                            

(9)  Consists of 438,500 shares of common stock and warrants to               
purchase 146,500 shares of common stock                             

(10) Represents the combined beneficial ownership of the                      
executives and the Company's one director as of January 24,         
2006 which consist of Messrs. Adler, Bibee, Lewis, Sasnett,         
Pitters and Firestone.                                              

(11) Based upon 61,078,000 shares of common stock issued and                  
outstanding as of January 24, 2006.                                 

Section 16(a) Beneficial Ownership Reporting Compliance                         
-------------------------------------------------------                         

Section 16(a) of the Securities Exchange Act of 1934        
requires our directors, executive officers and holders of more                  
than 10% of our common stock to file with the SEC initial reports               
of ownership and reports of changes in ownership of our common                  
stock and other equity securities. Officers, directors and                      
greater than 10% shareholders are required by the SEC regulations               
to furnish us with copies of all Section 16(a) reports they file.               
To our knowledge, based solely on a review of the copies of such                
reports and written representations that no other reports were                  
required, we believe that all filing requirements applicable to                 
our officers, directors and greater than 10%                                    

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shareholders were satisfied during the fiscal years ended                       
December 31, 2004 and 2005.  Several reports under Section 16(a)                
were filed late by Steven Ivester, and Mr. Ivester noted in                     
reports filed by him that he had realized certain "short swing                  
profits," all of which have been repaid to the Company.                         

Independent Public Accountants                                                  
------------------------------                                                  

Berkovitz, Lago & Company, LLP served as our auditor and              
audited our financial statements for our fiscal year ended                      
December 31, 2004. Representatives of Berkovitz, Lago & Company,                
LLP will be present at the annual meeting and will have the                     
opportunity to make a statement if they desire and will be                      
available to respond to appropriate questions.                                  

Independent Auditor's Fees and Other Matters                                    
--------------------------------------------                                    

Audit Fees.  Berkovitz, Lago & Company, LLP provided        
services to the Company during the year ended December 31, 2004                 
in the categories shown below.  Tschopp, Whitcomb & Orr provided                
services to the Company in these categories during the year ended               
December 31, 2003.                                                              

                Calendar Years
               2004       2003
               --------- ---------
Audit Fees (1)                 $  72,620 $  12,000                
Audit Related Fees (2)         $       - $       -                
Tax Fees (3)                   $       - $       -                
All Other Fees (4)             $       - $       -                

(1)  Audit fees - these are fees for professional services                      
performed by Berkovitz, Lago & Company, LLP and Tschopp,              
Whitcomb & Orr for the audit of the Company's annual                  
financial statements and review of financial statements               
included in the Company's 10-Q filings, and services that             
are normally provided in connection with statutory                    
regulatory filings or engagements.                                    

(2)  Audit related fees - these are fees for assurance and                      
related services performed by Berkovitz, Lago & Company, LLP          
and Tschopp, Whitcomb & Orr that are reasonably related to            
the performance of the audit or review of the Company's               
financial statements.  This includes:  employee benefit and           
compensation plan audits; attestations by that are not                
required by statute and consulting on financial                       
accounting/reporting standards.                                       

(3)  Tax fees - these are fees for professional services                        
performed by Berkovitz, Lago & Company, LLP and Tschopp,              
Whitcomb & Orr with respect to tax compliance, tax advice             
and tax planning.  This includes preparation of original and          
amended tax returns for the Company and its consolidated              
subsidiaries; refund claims; payment planning; tax audit              
assistance; and tax work stemming from "audit-related"                
items.                                                                

(4)  All other fees - these are fees for other permissible work                 
performed by Berkovitz, Lago & Company, LLP and Tschopp,              
Whitcomb & Orr that does not meet the above category                  
descriptions.                                                         

MANAGEMENT          

Executive Officers of the Registrant                                            
------------------------------------                                            

The following table sets forth information concerning our             
executive officers and directors as of the periods set forth                    
below:                                                                          

Name         Age   Position with Company               Dates          
--------------    ---   ------------------------------  ----------------        
B. Michael Adler   58   Chief Executive Officer and     October 2005 to         
       Chairman; Prospective Director  present

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Name         Age   Position with Company               Dates          
----------------- ----  ------------------------------  ----------------        
Hal H. Bibee, Sr.  53   President                       November 2005 to        
                                       present

Shawn M. Lewis     38   Chief Technology Officer        May 2005 to             
                                       present

David W. Sasnett   49   Chief Financial Officer         October 2005 to         
                                       present

Osvaldo Pitters    47   Senior Vice President           May 2004 to             
       -Finance; Former Chief          present
Financial Officer               

George Firestone   73   Director                        November 2005 to        
                                       present

Steven Ivester     41   Former Chairman and Director;   March 2004 to           
       Former Chief Executive          present
Officer; Consultant             

B. MICHAEL ADLER.  Please see Mr. Adler's biography on                
page 6.                                                                         

HAL H. BIBEE, SR. is an entrepreneur and corporate financial          
consultant. He is a Certified Public Accountant (inactive),                     
formerly with Ernst & Young.  In 1984, he co-founded MetroTel,                  
which at that time was the largest private pay telephone company                
in New York City, and served as its Chief Executive Officer                     
through 1985. Mr. Bibee was a founding shareholder of the First                 
Bank of East Tennessee and served on its Board of directors from                
1988 to 1997. As an entrepreneur in the telecommunications                      
industry, Mr. Bibee has engineered, constructed and operated                    
cable television systems throughout the Southeast.  As a board                  
member, stockholder and consultant for Mega Force Staffing                      
Services, Inc. from 1995-1997, Mr. Bibee was in charge of all                   
mergers and acquisitions and investment banking activities.  In                 
1998, he founded FiberLink, LLC and in 2000 INTELLICAD, LLC,                    
firms that provide consulting, engineering and construction                     
services to the telecommunications industry. He is a General                    
Partner in ASETZ, a diversified real estate investment and                      
development company, and a General Partner in Parkway Properties,               
a self storage development and operating company.  From 2004 to                 
the present, he has served on the Board of Directors, and as the                
Audit Committee Chairman, of WQN, Inc., a publicly-held telecom                 
company that offered voice over internet protocol services to                   
domestic and international markets until it sold the assets for                 
that business to our Company in October 2005.                                   

SHAWN M. LEWIS.  Shawn M. Lewis oversees all of our                   
technological and engineering activities. Mr. Lewis founded and                 
was the President and CEO of Caerus, Inc. and its three                         
subsidiaries, Volo Communications, Caerus Networks, Inc., and                   
Caerus Billing & Mediation, Inc. from 2001 to 2005. We acquired                 
Caerus, Inc. in May 2005 at which time Mr. Lewis became our Chief               
Technology Officer.  Prior to Caerus Mr. Lewis co-founded XCOM                  
Technologies, a competitive local exchange carrier, where he                    
served in an executive capacity and led the development of                      
patents for the first softswitch and SS7 Media Gateway.   XCOM                  
Technologies was sold to Level 3 in 1998. His next venture, set-                
top box vendor River Delta, was sold to Motorola. His most recent               
venture, Caerus, Inc. empowers carriers and service providers to                
begin selling advanced voice over internet protocol related                     
services.    In 2004, Mr. Lewis plead guilty to a felony drug                   
possession offense and received probation.                                      

DAVID W. SASNETT has more than 25 years of experience       
in providing management, accounting and advisory services to a                  
wide variety of companies, both public and private.  Immediately                
prior to joining our Company, Mr. Sasnett was a consultant with                 
Corevision Strategies, LLC, a financial and management services                 
consulting firm.  During 2004 Mr. Sasnett held the positions of                 
Vice President of Finance and Controller of Mastec, Inc., a                     
publicly-traded specialty contractor engaged in the design,                     
construction, installation, maintenance and upgrade of                          
infrastructures for companies and government entities operating                 
in the telecommunication, broadband, energy services, traffic                   
control and homeland security services industries. In 2003 Mr.                  
Sasnett founded, and continues to be the President of, Secure                   
Enterprises, LLC, a successful consumer product manufacturer and                
distributor and in 2002 he was an Executive Vice President with                 
Platinum Products, Inc., a privately-held importer and                          
distributor of consumer products.  Mr. Sasnett was employed                     
from 1994 to 2002 by Catalina Lighting, Inc., a global, publicly-               
traded manufacturer and distributor of residential lighting and                 
other consumer products.  From 1996 to 2002 he served as                        
Catalina's Chief Financial Officer. Mr. Sasnett's prior                         
experience also includes more than 12 years with the audit                      
department of the international accounting and consulting firm of               
Deloitte & Touche, LLP.                                                         

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OSVALDO PITTERS.  Osvaldo Pitters has a successful track              
record and progressive working experience managing finance,                     
administration, accounting and auditing functions in the U.S.,                  
England, U.K. and Latin America.  Mr. Pitters worked 10 years                   
with PriceWaterhouseCoopers in the Audit Department in Latin                    
America and in England, UK. Mr. Pitters also worked seven years                 
with Pepsi Cola International in the Finance Area in several                    
countries within the Latin American region.  He also worked for                 
two years as Deputy General Manager of Banco Republica in Lima,                 
Peru.  Before joining us, from January 2003 to April 2004, Mr.                  
Pitters was the Controller of the Cima Telecom Group in Miami,                  
Florida. Osvaldo is a 1983 graduate of the Santiago University,                 
Chile and a 1985 post graduate of the Cambridge University, UK.                 
Mr. Pitters was our Chief Financial Officer until October 2005                  
and since that time has been our Senior Vice President of                       
Finance.                                                                        

GEORGE FIRESTONE.  Please see Senator Firestone's biography           
on page 6.                                                                      

STEVEN IVESTER.  Mr. Ivester has been a successful                    
technology inventor and entrepreneur since 1982. In 1985 he                     
established a chain of automotive service centers, All State Auto               
Centers (Founder & President) and sold the business in 1991. He                 
subsequently established, expanded and sold a chain of computer                 
stores known as 21st Century Computers. In 1997, Mr. Ivester                    
became President and Chief Executive Officer of Navigator, PC,                  
which invented a series of rugged waterproof military grade                     
navigational computer and display systems. From 2001 to 2004, he                
consulted for Voice over IP companies and was responsible for the               
specification and development of IP desktop telephone devices,                  
Multimedia Terminal Adaptors, and portable WiFi phones in                       
addition to sourcing, negotiation and quality assurance. In early               
2004, Mr. Ivester founded VoIP, Inc.  Mr. Ivester resigned as our               
Chief Executive Officer in October 2005 and resigned from his                   
position on our board of directors in December 2005.  He                        
presently serves as a consultant to the Company pursuant to a                   
three year consulting agreement that began in October 2005.                     

Executive Compensation                                                          
----------------------                                                          

The following table sets forth information with respect to            
the compensation, for the last three fiscal years, of our Chief                 
Executive Officer and each person who served as an executive                    
officer of our Company for the last three fiscal years and whose                
total annual salary and bonus exceeded $100,000.  In accordance                 
with the rules of the SEC, the compensation set forth in the                    
table below does not, unless otherwise noted, include medical,                  
group life or other benefits that are available to all of our                   
salaried employees, and perquisites and other personal benefits,                
securities or property that do not exceed the lesser of $50,000                 
or 10% of the total annual salary and bonuses for each of the                   
individuals shown in the table.                                                 

Summary Compensation Table                

                                                        · Enlarge/Download Table


                                                                             Long-Term                     
                                          Annual Compensation              Compensation                    
                                   -----------------------------------  ------------------                 
                                                                            Securities                     
                                    Fiscal                              Underlying Options     All Other   
Name and Principal Position          Year     Salary($)      Bonus($)       (Shares)(#)     Compensation($)
---------------------------------  --------  -----------    ----------  ------------------  ---------------
                                                                                                           
Steven Ivester (1)                   2005      231,722              0              0                 33,563
Former Chief Executive Officer       2004      125,000              0              0                  2,475
                                     2003            0              0              0                      0

Bill Burbank (2)                     2005      146,156          1,923              0                      0
Former Chief Operating Officer       2004        2,116              0                                     0
                                     2003            0              0              0                      0

Osvaldo Pitters                      2005      100,000          1,923              0                      0
Former Chief Financial Officer;      2004       50,000              0              0                      0
Senior Vice President of Finance     2003            0              0              0                      0

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                                                                             Long-Term                     
                                          Annual Compensation              Compensation                    
                                   -----------------------------------  ------------------                 
                                                                            Securities                     
                                    Fiscal                              Underlying Options     All Other   
Name and Principal Position          Year     Salary($)      Bonus($)       (Shares)(#)     Compensation($)
---------------------------------  --------  -----------    ----------  ------------------  ---------------

B. Michael Adler                     2005       48,738          2,769              0                      0
Chairman; Chief Executive Officer    2004            0              0              0                      0
                                     2003            0              0              0                      0

_________________                                                                                          


(1) Mr. Ivester resigned his position as CEO in October 2005 and                
his position as Director in December 2005.  His 2005 salary             
as reflected above includes $88,462 that is accrued but                 
unpaid as of January 24, 2005. The other compensation                   
consists of automobile allowance.                                       

(2)  Mr. Burbank resigned his position in January 2006.                         

STOCK OPTIONS               

                                                        · Enlarge/Download Table


                                             Number of Securities      Value of Unexercised In-the-
                                            Underlying Unexercised            Money Options        
                                         Options at December 31, 2005      at December 31, 2005    
                                         -----------------------------  -------------------------- 
                   Number of                                                                       
                    Shares                                                                         
      Name        Acquired on   Value                                                              
                    Exercise   Realized   Exercisable   Un-exercisable Exercisable  Un-exercisable 
----------------- -----------  --------  -------------  -------------- -----------  -------------- 
                                                                                                   
B. Michael Adler           --        --        125,000         375,000         -0-             -0- 

Bill Burbank               --        --        250,000         250,000         -0-             -0- 

Osvaldo Pitters            --        --        250,000         250,000     $52,500        $52,500  


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LONG TERM INCENTIVE PLANS               

                                                                · Download Table


                                              Estimated Future Payments under  
                                                Non-Stock Price-Based Plans    
                                            ---------------------------------- 
                              Performance                                      
                 Number of      or Other                                       
                  Shares,     Period Until                                     
                 Under or    Maturation or  Threshold    Target      Maximum   
     Name      Other Rights      Payout     ($ or #)    ($ or #)     ($ or #)  
-------------- ------------  -------------  ---------  ----------  ------------
                                                                               
(None)                                                                         


Employment, Change of Control and Severance Arrangements                        
--------------------------------------------------------                        

In connection with the acquisition of Caerus Inc., on       
May 31, 2005, the Company entered into an employment agreement                  
with Mr. Lewis. The employment agreement is for a term of two                   
years (unless terminated earlier pursuant to the terms of the                   
employment agreement). Mr. Lewis will receive an annual salary of               
$200,000 Mr. Lewis will be eligible to participate in the                       
Company's various benefit plans that are available to other                     
executive officers of the Company. In addition of the exchange of               
Mr. Lewis' options, described above, Mr. Lewis received a $40,000               
signing bonus in connection with the acquisition. Mr. Lewis will                
be eligible to receive performance bonuses, in the form of                      
performance-based stock options under the Company's stock option                
plan, according to as-yet-to-be-determined performance targets.                 
If the Company and Mr. Lewis do not establish the performance                   
targets within 90 days of the closing of the acquisition, the                   
Company will pay Mr. Lewis a $15,000 per quarter bonus until such               
targets are determined. Mr. Lewis will be entitled to receive                   
severance payments if his employment is terminated in certain                   
circumstances. The employment agreement contains customary                      
confidentiality and non-competition covenants.                                  

On October 18, 2005, we entered into an employment          
agreement with Mr. Adler, who became our Chief Executive Officer.               
This agreement is for a term of three years (unless terminated                  
earlier pursuant to its terms). Mr. Adler receives an annual                    
salary of $144,000.  Upon execution of the agreement, Mr. Adler                 
was issued 500,000 shares of restricted common stock and warrants               
to purchase 500,000 shares of common stock, at a price of $1.50                 
per share.  In addition, Mr. Adler was granted non-qualified                    
stock options to purchase 500,000 shares of common stock at an                  
exercise price of $1.56.  Mr. Adler will be entitled to receive                 
severance payments if his employment is terminated in certain                   
circumstances.                                                                  

On October 18, 2005, we entered into an employment          
agreement with Mr. Sasnett, who became our Chief Financial                      
Officer.  This agreement is for a term of three years (unless                   
terminated earlier pursuant to its terms). Mr. Sasnett received a               
salary of $10,416.66 per month through December 31, 2005, and                   
will receive a salary of $12,083.33 per month during the year                   
ending December 31, 2006, $13,750 per month during the year                     
ending December 31, 2007 and $15,416.67 per month during the year               
ending December 31, 2008, provided the agreement is in effect.                  
Upon execution of the agreement, Mr. Sasnett was granted non-                   
qualified stock options to purchase 300,000 shares of common                    
stock, at an exercise price of $1.53 per share.  Mr. Sasnett was                
issued warrants to purchase 300,000 shares of common stock, at an               
exercise price of $1.53 per share and will be granted additional                
warrants to purchase an aggregate of 150,000 shares of common                   
stock, at a price of $1.53 per share, in six monthly increments                 
beginning in November 2005.   Mr. Sasnett will be entitled to                   
receive severance payments if his employment is terminated in                   
certain circumstances.                                                          

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On October 18, 2005, we entered into an employment          
agreement with Mr. Burbank pursuant to which he served as our                   
Chief Operating Officer.  This agreement was for a term of three                
years (unless terminated earlier pursuant to its terms) and                     
provided for a salary of $12,500.00 per month through December                  
31, 2005, and $15,000.00 per month thereafter. Upon execution of                
the agreement, Mr. Burbank was issued 500,000 shares of                         
restricted common stock and issued warrants purchase 500,000                    
shares of common stock at a purchase price of $1.50.  Mr Burbank                
resigned from the Company in January 2006.                                      

On November 22, 2005, we entered into an employment         
agreement with Mr. Bibee, who became our President. This                        
agreement is for a term of three years (unless terminated earlier               
pursuant to its terms). Mr. Bibee received a salary of $13,750.00               
per month through December 31, 2005 and receives an annual salary               
of $180,000 thereafter.  Upon execution of the agreement,                       
Mr. Bibee was granted non-qualified stock options to purchase                   
500,000 shares of common stock at an exercise price of $1.56 and                
was issued warrants to purchase 1,000,000 shares of the Company's               
common stock, at a price of $1.50 per share.  Mr. Bibee will be                 
entitled to receive severance payments if his employment is                     
terminated in certain circumstances.                                            

Steven Ivester resigned from his position as our Chief      
Executive Officer on October 18, 2005 and on that date entered                  
into a three year consulting agreement with our Company.  This                  
agreement provides for the payment of fees and a car allowance                  
totaling $230,000 annually.  Mr. Ivester is entitled to receive a               
lump sum payment of any amounts due on the unexpired term of this               
agreement if the agreement is terminated under certain                          
circumstances.                                                                  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS          

The Company was organized by Kevin Halter and members       
of his family in 1998, when they purchased 1,000,000 shares at                  
its par value. Then in March 2004, the Company sold 12,500,000                  
shares of stock to Steven Ivester for par value ($12,500), plus                 
his agreement to contribute two operating companies. Such                       
companies were contributed in May 2004, effective April 15, 2004.               

In October 2005, the Company purchased all of the           
assets of WQN, Inc.  Mr. Adler was the Chief Executive Officer of               
WQN, Inc. and owns approximately 39% of WQN's outstanding common                
stock.  In connection with the transaction, the Company, through                
an acquisition subsidiary purchased the assets for a purchase                   
price consisting of (1) a convertible promissory note, in the                   
principal amount of $3,700,000 (the "Note"), (2) 1,250,000 shares               
of the Company's restricted common stock and (3) a warrant  to                  
purchase 5,000,000 shares of common stock. The aggregate                        
outstanding principal amount of the Note, together with interest,               
is convertible into either shares of preferred stock or shares of               
common stock. The Note, in the principal amount of $3,700,000,                  
will accrue interest at the rate of  6% per annum. In addition,                 
the Company issued WQN, Inc. an additional 500,000 shares of                    
restricted common stock relating to the difference between the                  
amount of accounts receivable transferred in the transaction and                
the accounts payable.                                                           

At December 31, 2004 the Company owed a shareholder         
$560,000 under a note payable bearing interest at 3.75% and                     
maturing December 31, 2005.  The Company owed Steven Ivester                    
$1,000,000 as of December 31, 2005 under a note payable bearing                 
interest at 3.75% and maturing December 31, 2005.  The loan to                  
Mr. Ivester was repaid by the Company in January 2006.                          

The Company and Mr. Ivester entered into a consulting       
agreement on October 18, 2005. Pursuant to the consulting                       
agreement, Mr. Ivester will provide general business strategy,                  
financing and product development advice. Mr. Ivester will                      
receive $200,000 per year for his services under the consulting                 
agreement, as well as a $2,500 per month vehicle allowance.                     
Mr. Ivester will be eligible to receive bonuses, as determined by               
the Board of Directors.  Mr. Ivester will be eligible for                       
participation in the Company's stock option plan, as determined                 
by the Board of Directors.  Mr. Ivester is entitled to severance                
payments under the consulting agreement if the consulting                       
agreement is terminated under certain circumstances.                            

Please see "Employment, Change of Control and Severance     
Assignments" above for a discussion of arrangements with Messrs.                
Burbank and Sasnett and the employment agreement with Mr. Adler.                

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Promoters                                                                       
---------                                                                       

On February 27, 2004, the Company issued and sold           
12,500,000 shares of common stock to Steven Ivester in exchange                 
for cash of $12,500 and his agreement to contribute the                         
intellectual property rights and related assets of two start-up                 
companies formed to engage in the telecommunications industry.                  
The shares issued represented approximately 88% of the shares                   
outstanding after the exchange, as a result of which Mr. Ivester                
became the controlling shareholder of the Company.                              

On May 25, 2004 (but effective for all purposes as of       
April 15, 2004), the Company completed the acquisition of two                   
Florida-based subsidiaries, eGlobalphone, Inc. and VoIP                         
Solutions, Inc., both Florida Corporations.                                     

On August 4, 2004, the Company issued warrants to           
purchase 2,200,000 shares of common stock for an exercise price                 
of $1.00 per share to each of John Todd and Clive Raines.                       
Mr. Todd's warrants were exchanged for 750,000 shares in a net                  
cashless exercise in February 2005.                                             

Messrs. Ivester, Todd and Raines may be considered to       
be "promoters" of the Company.                                                  

PROPOSAL TWO          

PROPOSAL TO APPROVE THE COMPANY'S               
2006 EQUITY INCENTIVE PLAN                

General                                                                         
-------                                                                         

On December 7, 2005, the board of directors approved,       
subject to shareholder approval, the Company's 2006 Equity                      
Incentive Plan (the "2006 Plan").  The 2006 Plan provides that                  
key employees, consultants and non-employee directors of the                    
Company or an affiliate ("eligible participants") may be granted:               
(1) options to acquire shares of the Company's common stock, (2)                
shares of restricted common stock  (3) stock appreciation rights,               
(4) performance-based awards, (4) "Dividend Equivalents," and (5)               
other stock-based awards (collectively, "Awards").  The 2006 Plan               
will permit eligible participants to acquire a proprietary                      
interest in the growth and performance of the Company. The                      
purposes of the 2006 Plan are to (1) increase the incentive of                  
its participants to contribute to the Company's success and                     
prosperity, thus enhancing shareholder value; and (2) to provide                
the Company with a proven means to attract and retain                           
exceptionally qualified individuals upon whom, in large measure,                
the sustained progress, growth and profitability of the Company                 
depend.                                                                         

The Company is seeking shareholder approval for the         
future issuance of options under the 2006 Plan to allow its                     
participants to acquire up to 10,000,000 shares of the Company's                
common stock.                                                                   

The 2006 Plan is included in this Proxy Statement as        
Appendix B, and reference is made to Appendix B for a full                      
description of the terms of the 2006 Plan.                                      

Board Recommendation                                                            
--------------------                                                            

The board of directors recommends that you vote "FOR"       
the proposal to approve the Company's 2006 Plan.                                

Description of the 2006 Plan                                                    
----------------------------                                                    

The following summary describes the principal               
provisions of the 2006 Plan.  The summary does not purport to be                
complete and is qualified in its entirety by the full text of the               
2006 Plan attached as Appendix B to this proxy statement.                       

The total number of shares of common stock that may be      
subject to Awards under the 2006 Plan will not exceed 10 million                
shares (subject to customary adjustments as provided in the 2006                
Plan).  Such number of shares is                                                

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subject to adjustment by the committee established to administer                
the 2006 Plan (the "Committee") in the event of a                               
recapitalization, stock split, stock dividend or similar                        
corporate transaction.  Such shares may be either authorized or                 
unissued shares or shares held in treasury.                                     

The 2006 Plan is generally designed to meet the             
requirements of Section 162(m) of the Internal Revenue Code of                  
1986, as amended (the "Code"), in order to preserve the Company's               
ability to take compensation expense deductions in connection                   
with the exercise of options granted and the vesting of                         
performance-based restricted stock under the 2006 Plan in certain               
circumstances.  Under Code Section 162(m), a publicly held                      
corporation is not permitted to take a federal income tax                       
deduction for compensation recognized by certain executive                      
officers in any year in excess of $1,000,000 unless such                        
compensation meets the shareholder approval and other                           
requirements of Code Section 162(m).                                            

The 2006 Plan is administered by the Committee, which       
must be comprised of not less than two individuals appointed by                 
the board of directors, each of whom is (1) to the extent                       
required by Rule 16b-3 and the Exchange Act, a "non-employee                    
director," and (2) to the extent required by Code Section 162(m),               
an "outside director".  We anticipate that two of the prospective               
directors will constitute the Committee, which may make such                    
rules and regulations and establish such procedures for the                     
administration of the 2006 Plan as it deems advisable.                          

The Committee may grant Awards under the 2006 Plan to       
eligible participants.  The Company estimates that there are                    
currently approximately 90 employees and service providers who                  
are eligible participants.  The Committee has the discretion, in                
accordance with the provisions of the 2006 Plan, to determine the               
terms of the Award, to whom an Award is granted and the number of               
shares of stock subject to the Award, subject to a maximum grant                
to an eligible participant in any year of 200,000 option shares                 
and 200,000 shares of restricted stock that are intended to be                  
"performance based" compensation under Code Section 162(m)                      
(subject to customary adjustments as provided in the 2006 Plan),                
with any unused portion of the limitation available to be carried               
forward.                                                                        

Stock Options                                                                   
-------------                                                                   

An option granted under the 2006 Plan may be an             
incentive stock option (an "ISO") or may be a non-qualified stock               
option (a "Non-ISO"), as determined at the time of grant. In                    
certain circumstances, the grant of Non-ISOs, as opposed to ISOs,               
can result in federal income tax advantages to the Company, as                  
described below.                                                                

The exercise price for options may not be less than the     
fair market value of the stock on the date of the grant of the                  
options. The 2006 Plan provides that optionees may pay the                      
exercise price: (1) in cash, (2) by delivery to the Company of                  
shares of the Company's common stock owned by the participant,                  
(3) other securities, (4) other Awards, (5) other property, or                  
(6) any combination of the above, in each case on such other                    
terms and conditions as may be acceptable to the Committee (which               
may include payment in installments or on a deferred basis).                    

An option granted under the 2006 Plan may not be            
exercised later than the date specified by the Committee, which                 
will be a maximum of 10 years from the date of the grant.                       

Restricted Stock                                                                
----------------                                                                

The Committee may award "restricted" shares of the          
Company's common stock and restricted stock units, which are                    
grants of common stock or Awards designated in shares of                        
restricted stock that are subject to risk of forfeiture or other                
restrictions.  Shares of restricted stock and restricted stock                  
units will be subject to such restrictions as the Committee may                 
impose (including, without limitation, any limitation on the                    
right to receive any dividend or other right or property), which                
restrictions may lapse separately or in combination at such time                
or times, in such installments or otherwise, as the Committee may               
deem appropriate.                                                               

Except as otherwise determined by the Committee, upon       
termination of employment (as determined under criteria                         
established by the Committee) for any reason during the                         
applicable restriction period, all shares of restricted stock and               
all restricted stock units still, in either case, subject to                    
restriction, shall be forfeited and reacquired by the Company;                  
provided, however, that the Committee may, when it finds that a                 
waiver would be in the best interests of                                        

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the Company, waive in whole or in part any or all remaining                     
restrictions with respect to shares of restricted stock or                      
restricted stock units.                                                         

Stock Appreciation Rights                                                       
-------------------------                                                       

The Committee is authorized to grant eligible               
participants stock appreciation rights.  A stock appreciation                   
right gives the recipient a right to receive, upon exercise of                  
the stock appreciation right, the excess of (1) the fair market                 
value (as determined by the Committee) of one share of common                   
stock on the date of exercise or, if the Committee determines in                
the case of any such right other than one related to any ISO, at                
any time during a specified period before or after the date of                  
exercise over (2) the grant price of the right, as specified by                 
the Committee.  The grant price, term, methods of exercise,                     
methods of settlement, and any other terms and conditions of any                
stock appreciation right are determined by the Committee.  The                  
Committee may impose such conditions or restrictions on the                     
exercise of any stock appreciation right as it may deem                         
appropriate.                                                                    

Performance Awards                                                              
------------------                                                              

The Committee is authorized to grant eligible               
participants performance awards.  A performance award granted                   
under the 2006 Plan (1) may be denominated or payable in cash,                  
shares of common stock (including, without limitation, restricted               
stock), other securities, other Awards, or other property and (2)               
confer on the recipient rights valued as determined by the                      
Committee and payable to, or exercisable by, the recipient, in                  
whole or in part, upon the achievement of such performance goals                
during such performance periods as the Committee shall establish.               
The performance goals to be achieved during any performance                     
period, the length of any performance period, the amount of any                 
performance award granted, and the amount of any payment or                     
transfer to be made pursuant to any performance award shall be                  
determined by the Committee.  The goals established by the                      
Committee will be based on any one, or combination of, earnings                 
per share, return on equity, return on assets, total shareholder                
return, net operating income, cash flow, revenue, economic value                
added, increase in the price  of the Company's common stock, cash               
flow return on investment, or any other measure the Committee                   
deems appropriate.  Partial achievement of the goal(s) may result               
in a payment or vesting corresponding to the degree of                          
achievement.                                                                    

Dividend Equivalents                                                            
--------------------                                                            

The Committee is authorized to grant Awards under which     
the recipients are entitled to receive payments equivalent to                   
dividends or interest with respect to a number of shares of                     
common stock determined by the Committee, and the Committee may                 
provide that such amounts (if any) shall be deemed to have been                 
reinvested in additional shares of common stock or otherwise                    
reinvested.  Such Awards may have such terms and conditions as                  
the Committee determines.                                                       

Other Stock-Based Awards                                                        
------------------------                                                        

The Committee is also authorized to grant other Awards      
that are denominated or payable in, valued in whole or in part by               
reference to, or otherwise based on or related to, shares of                    
common stock (including, without limitation, securities                         
convertible into shares of common stock), as are deemed by the                  
Committee to be consistent with the purposes of the 2006 Plan.                  
The Committee determines the terms and conditions of such Awards.               

Miscellaneous                                                                   
-------------                                                                   

Awards granted under the 2006 Plan generally are not        
transferable, except that the Committee may, in its sole                        
discretion and subject to certain limitations, permit the                       
transfer of Non-ISOs at the time of grant or thereafter for                     
estate planning purposes.  No Awards may be granted under the                   
2006 Plan after December 7, 2015.                                               

The number of Awards that may be granted under the 2006     
Plan to executive officers is not determinable at this time.                    

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Equity Compensation Plans Information                                           
-------------------------------------                                           

The following table sets forth the number of securities     
to be issued upon exercise of outstanding options, warrants, and                
rights; weighted-average exercise price of outstanding options,                 
warrants, and rights; and the number of securities remaining                    
available for future issuance as of December 31, 2005:                          

                                                        · Enlarge/Download Table


                                Number of Securities                            Number of   
                                 to be Issued Upon      Weighted-Average       Securities   
                                    Exercise of         Exercise Price of       Remaining   
                                Outstanding Options,  Outstanding Options,    Available for 
                                Warrants,And Rights   Warrants, and Rights   Future Issuance
                                --------------------  --------------------  ----------------
                                                                                            
Equity compensation plans                                                                   
 approved by security holders:                                                              
                                     3,897,000                $1.26              15,000     
Equity compensation plans not                                                               
 approved by security holders:       2,375,000                $1.51                -0-      


PROPOSAL THREE          

PROPOSAL TO AMEND AND RESTATE THE COMPANY'S               
ARTICLES OF INCORPORATION               

General                                                                         
-------                                                                         

On December 7, 2005, the Company's board of directors       
unanimously approved and recommended for adoption by the                        
shareholders the Amended and Restated Articles of Incorporation                 
(the "Amended and Restated Articles"), the text of which is                     
attached to this proxy statement as Appendix C.                                 

Background and Reasons for the Proposed Amended and Restated                    
Articles                                                                        
------------------------------------------------------------                    

As of February 9, 2006, there were 100,000,000 shares       
of common stock authorized, of which, ______ shares were issued                 
and outstanding, and the remainder of the authorized shares of                  
common stock were reserved for the exercise of stock options,                   
conversion of convertible debt securities and warrants to                       
purchase common stock.  Therefore, the Company has no shares of                 
common stock available for future issuance as of the date of the                
annual meeting.                                                                 

The Amended and Restated Articles would provide for the     
issuance of 250,000,000 shares of common stock and would                        
authorize 25,000,000 shares of preferred stock.  The board of                   
directors would have the authority to issue classes or series of                
preferred stock in the future having such designations, rights,                 
preferences and relative, participating, option or other special                
rights of the shares of each such class or series, including such               
things as voting rights, dividend rights, conversion rights,                    
redemption rights, and other restrictions and features.                         

A copy of the Amended and Restated Articles of              
Incorporation of the Company are included as Appendix C to this                 
proxy statement, and reference is made to Appendix C for a full                 
description of the terms and provisions of the authorized                       
preferred stock.                                                                

The board of directors believes that the proposal to        
increase the number of authorized shares of common stock and                    
permit the issuance of preferred stock is in the best interests                 
of the Company and its shareholders. If the proposed Amended and                
Restated Articles are approved by the shareholders, the Company                 
would have additional shares available for issuance, and the                    
board of directors would have the flexibility to act in a timely                
manner to take advantage of favorable market conditions and other               
opportunities with respect to stock splits, stock dividends,                    
financings, acquisitions or other corporate business, subject to                
the rules of any securities exchange on which the shares of                     
common stock are listed at the time or other applicable laws or                 
regulations as may be in effect from time to time. Such                         
availability of an increased number of authorized shares and the                
ability to issue preferred stock will eliminate the delays and                  
expense involved in first conducting a special meeting of                       
shareholders in order to issue additional shares when needed.                   

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There are no current plans to issue shares of any class     
of common  stock. Upon filing the Amended and Restated Articles                 
of Incorporation, the Company will also file a Certificate of                   
Designations, Rights and Preferences to create a Series A                       
Convertible Preferred Stock (the "Series A Preferred"). The                     
Series A Preferred will feature a 5% cumulative dividend, the                   
right to convert into common stock at the rate of $1.06 per                     
share, a liquidation preference in the event the Company is                     
dissolved, no voting right, and a right of the Company to redeem                
after August 1,2008 if the common stock shall have closed above                 
$2.00 per share for 20 consecutive trading days. The Company will               
issue approximately 380,000 shares of Series A Preferred having                 
an issue price of $3,800,000 to WQN, Inc. upon the automatic                    
conversion of a Convertible Promissory Note in the principal                    
amount of $3,700,000 plus accrued interest.                                     

The Company will, from time to time, investigate            
possible acquisitions and financings through the issuance of                    
additional equity securities , but it is not possible to state                  
whether an acquisition will materialize or, if so, whether the                  
issuance of additional common stock or a series of preferred                    
stock would be desirable or required.                                           

The increase in shares authorized by the Amended and        
Restated Charter could under some circumstances (1) enable                      
existing directors and officers of the Company to increase their                
beneficial ownership of the Company in response to a takeover                   
attempt by another person by entering into transactions resulting               
in the issuance of authorized shares by the Company to existing                 
directors and officers and/or (2) dilute the beneficial ownership               
of the person making the takeover attempt by issuing shares to                  
another person who might assist the board of directors in                       
opposing the takeover if the board of directors determines that                 
the takeover is not in the best interests of the Company and its                
shareholders.   In addition, issuances of additional common stock               
or preferred stock convertible into common stock would dilute the               
ownership position of the Company's shareholders generally.                     

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Our board of directors hopes that shareholders will         
attend the annual meeting. Whether or not you plan to attend, you               
are urged to complete, date and sign the enclosed proxy card and                
return it in the accompanying envelope or follow the instructions               
provided for voting by phone or via the Internet, if applicable.                
Prompt response will greatly facilitate arrangements for the                    
meeting and your cooperation is appreciated. Shareholders who                   
attend the meeting may vote their shares personally even though                 
they have sent in their proxy cards or voted by phone or the                    
Internet.                                                                       

              By Order of the Board of Directors

       David W. Sasnett, Secretary

February ___, 2006                                                              

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APPENDIX A                

VOIP, INC.                

AUDIT COMMITTEE CHARTER               

Audit Committee Structure, Composition and Processes                            
----------------------------------------------------                            

The Audit Committee is appointed by the Board of            
Directors to assist the Board in fulfilling its oversight                       
responsibilities by reviewing (1) the integrity of the financial                
statements of the Company, (2) the qualifications, independence                 
and performance of the Company's independent auditor and internal               
auditing department, and (3) the compliance by the Company with                 
legal and regulatory requirements.                                              

The Committee shall be comprised of at least two            
directors (three after such time as the Company is no longer a                  
Small Business Issuer) appointed by the Board, each of whom shall               
meet the independence and experience requirements of the American               
Stock Exchange.  At least one member of the Committee shall be a                
financial expert as defined by the Securities and Exchange                      
Commission.  Committee members shall not simultaneously serve on                
the audit committees of more than two other public companies.                   

The Committee shall have the responsibilities described     
in this Charter.  This Charter has been adopted by the Board of                 
Directors.  The Committee shall make regular reports to the Board               
of Directors.  The Audit Committee shall review and reassess the                
adequacy of this Charter annually and recommend any proposed                    
changes to the Board for approval.  The Committee shall meet at                 
least four times a year, or more frequently as the Committee                    
considers necessary.  The Committee shall annually evaluate the                 
Committee's performance.                                                        

The Committee's function is one of oversight and it         
recognizes that the Company's management is responsible for                     
preparing the Company's financial statements and that the                       
independent auditor are responsible for auditing those financial                
statements.  In carrying out its oversight responsibilities, the                
Committee is not providing any expert or special assurance as to                
the Company's financial statements.  The Committee has the                      
authority to conduct investigations within the scope of its                     
responsibilities.                                                               

Independent Auditor Selection and Evaluation                                    
--------------------------------------------                                    

*  The Committee shall have sole authority to appoint the                   
independent auditor (subject to stockholder approval).  The           
independent auditor shall report directly to the Committee.           
The Committee shall be directly responsible for the                   
compensation and oversight of the work of the independent             
auditor (including resolution of disagreements between                
management and the independent auditor regarding financial            
reporting).                                                           

*  The Committee shall evaluate the performance of the lead                 
audit partner and of the independent auditor and, if                  
appropriate, replace the independent auditor.                         

Proxy Statement Report                                                          
----------------------                                                          

*  The Committee shall review and discuss the annual audited                
financial statements, including disclosures made in                   
management's discussion and analysis, with management and             
the independent auditor.                                              

*  The Committee shall discuss with the independent auditor                 
certain matters regarding the conduct of the annual audit as          
required by Statement on Auditing Standards No. 61, such as           
significant audit adjustments and significant accounting              
policies.                                                             

*  The Committee shall receive periodic reports from the                    
independent auditor regarding the auditor's independence              
(including the disclosures required by Independence                   
Standards Board Standard No. 1), discuss such reports with            
the auditor, and take appropriate action to oversee the               
independence of the auditor.                                          

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*  The Committee shall determine whether to recommend to the                
Board that the audited financial statements be included in            
the Company's Annual Report on Form 10-K or 10-KSB for                
filing with the Securities and Exchange Commission.                   

*  The Committee shall prepare the report required by the rules             
of the Securities and Exchange Commission to be included in           
the Company's annual proxy statement.                                 

Independent Auditor Oversight                                                   
-----------------------------                                                   

*  The Committee shall meet with the independent auditor prior              
to the annual audit to review the scope, planning and                 
staffing of the audit.                                                

*  The Committee shall review with the independent auditor any              
significant problems or difficulties that the auditor may             
have encountered in connection with the audit, and review             
significant issues raised by the management letter provided           
by the auditor and the Company's response to those issues.            

*  The Committee shall (1) ensure the rotation of the lead                  
audit partner and other audit partners as required by law,            
and (2) establish policies for the Company's hiring of                
employees or former employees of the independent auditor.             

Internal Audit Oversight                                                        
------------------------                                                        

*  The Committee shall provide oversight of the Company's                   
internal audit function, including reviewing reports on the           
organizational structure, budget, plans and results of                
internal audit activities and adequacy of the Company's               
internal controls.                                                    

*  The Committee shall review the appointment and replacement               
of the senior internal auditing executive, and review                 
significant issues identified by the internal auditing                
department.                                                           

Additional Audit Committee Action                                               
---------------------------------                                               

*  The Committee shall pre-approve all auditing services and                
permitted non-audit services to be performed by the                   
independent auditor.  The Committee may form and delegate             
authority to subcommittees consisting of one or more members          
the authority to grant such pre-approvals.  The Committee             
shall consider whether the provision of permitted non-audit           
services is compatible with maintaining the independent               
auditor's independence.                                               

*  The Committee shall establish procedures for the receipt,                
retention and treatment of complaints received by the                 
Company regarding accounting, internal accounting controls            
or auditing matters, and the confidential, anonymous                  
submission by employees of concerns regarding questionable            
accounting or auditing matters.                                       

*  The Committee shall discuss with management the Company's                
earnings press releases, including the use of any non-GAAP            
information, as well as financial information and earnings            
guidance provided to analysts and rating agencies.  Such              
discussion may be done generally (consisting of discussing            
the types of information to be disclosed and the types of             
presentations to be made).                                            

*  The Committee shall ensure that the independent auditor                  
reviews the Company's quarterly financial statements,                 
including management's discussion and analysis, prior to              
filing with the Securities and Exchange Commission; the               
Committee, or its Chairman, shall discuss such review with            
the independent auditor and management prior to such filing           
of the Company's Form 10-Q or 10-QSB.                                 

*  The Committee shall review disclosures made by the Company's             
Chief Executive Officer and Chief Financial Officer during            
their certification process for the Form 10-K or 10-KSB and           
Form 10-Q or 10-QSB about any significant deficiencies in             
the design or operation of internal controls or material              

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weaknesses therein and any fraud involving management or              
other employees who have a significant role in the Company's          
internal controls.                                                    

*  The Committee shall, as it determines necessary to carry out             
its duties, obtain advice and assistance from outside legal,          
accounting, or other advisors.  The Company shall provide             
funding for such Committee actions and for compensation of            
any external auditor engaged by the Committee and for                 
ordinary administrative expenses of the Committee.                    

Reports to the Audit Committee                                                  
------------------------------                                                  

*  The Committee shall review reports from the independent                  
auditor on (1) all critical accounting policies and                   
practices to be used, (2) all alternative treatments of               
financial information within generally accepted accounting            
principles that have been discussed with management,                  
ramifications of the use of such alternative disclosures and          
treatments, and the treatment preferred by the independent            
auditor, and (3) other material written communications                
between the independent auditor and management, such as any           
management letter or schedule of unadjusted differences.              

*  The Committee shall review a report from the independent                 
auditor at least annually regarding (1) the independent               
auditor's internal quality-control procedures, (2) any                
material issues raised by the most recent internal quality-           
control review, or peer review, of the firm, or any inquiry           
or investigation by governmental or professional authorities          
within the preceding five years respecting one or more                
independent audits carried out by the firm, (3) any steps             
taken by the independent auditor to deal with such issues,            
and (4) all relationships between the independent auditor             
and the Company.                                                      

*  The Committee shall review reports from management and/or                
the independent auditor with respect to (1) major issues              
regarding accounting principles and financial statement               
presentations, including any significant changes in the               
Company's selection or application of accounting principles,          
and (2) the effect of regulatory and accounting initiatives           
on the financial statements of the Company.                           

*  The Committee shall obtain reports from management, the                  
Company's internal auditing department, the Company's                 
independent auditor, and/or the Company's general counsel             
with respect to (1) the Company's policies and procedures             
regarding compliance with applicable laws and regulations,            
(2) compliance with the Company's Code of Conduct and the             
Company's Code of Ethics for Senior Corporate Officers, (3)           
the Company's processes for assessing and controlling                 
significant financial risk exposures, and (4) the status of           
significant legal matters.                                            

*  The Committee shall meet separately, periodically, with the              
Chief Financial Officer and Controller, the senior internal           
auditing executive and the independent auditor.  The                  
Committee may request any member of management to attend a            
meeting of the Committee.                                             

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APPENDIX B                

VoIP, Inc. 2006 Equity Incentive Plan               

1.   PURPOSE                                                                    

The purposes of this VoIP, Inc. 2006 Equity Incentive Plan (the                 
"Plan") are to encourage selected employees, outside directors                  
and consultants of VoIP, Inc. (together with any successor                      
thereto, the "Company") and its Affiliates (as defined below) to                
acquire a proprietary interest in the growth and performance of                 
the Company, to generate an increased incentive to contribute to                
the Company's future success and prosperity, thus enhancing the                 
value of the Company for the benefit of its shareholders, and to                
enhance the ability of the Company and its Affiliates to attract                
and retain exceptionally qualified individuals upon whom, in                    
large measure, the sustained progress, growth and profitability                 
of the Company depend.                                                          

2.   DEFINITIONS                                                                

As used in the Plan, the following terms shall have the meanings                
set forth below:                                                                

(a)  "Affiliate" shall mean (i) any entity that,                        
directly or through one or more intermediaries, is          
controlled by the Company and (ii) any entity in which      
the Company has a significant equity interest, as           
determined by the Committee.                                

(b)  "Award" shall mean any Option, Stock Appreciation                  
Right, Restricted Stock, Restricted Stock Unit,             
Performance Award, Dividend Equivalent, or Other Stock-     
Based Award granted under the Plan.                         

(c)  "Award Agreement" shall mean any written                           
agreement, contract, or other instrument or document        
evidencing any Award granted under the Plan.                

(d)  "Code" shall mean the Internal Revenue Code of                     
1986, as amended from time to time.                         

(e)  "Consultant" shall mean a consultant or adviser                    
who provides bona fide services to the Company or an        
Affiliate as an independent contractor.  Service as a       
consultant shall be considered employment for all           
purposes of the Plan, except for purposes of satisfying     
the requirements of Incentive Stock Options.                

(f)  "Committee" shall mean a committee of the Board of                 
Directors of the Company, acting in accordance with the     
provisions of Section 3, designated by the Board to         
administer the Plan and composed of not less than two       
directors, each of whom is not an employee of the           
Company or an Affiliate and meets the "Non-Employee         
Director" eligibility requirements imposed by Rule 16b-     
3 (or its successor) under the Securities Exchange Act      
of 1934, as amended, and each of whom is an outside         
director for purposes of Section 162(m) of the Code.        

(g)  "Dividend Equivalent" shall mean any right granted                 
under Section 6(e) of the Plan.                             

(h)  "Employee" shall mean any employee of the Company                  
or of any Affiliate.                                        

(i)  "Fair Market Value" shall mean, with respect to                    
any property (including, without limitation, any Shares     
or other Securities), the fair market value of such         
property determined by such methods or procedures as        
shall be established from time to time by the               
Committee.                                                  

(j)  "Incentive Stock Option" shall mean an option                      
granted under Section 6(a) of the Plan that is intended     
to meet the requirements of Section 422 of the Code, or     
any successor provision thereto.                            

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(k)  "Non-Qualified Stock Option" shall mean an option                  
granted under Section 6(a) of the Plan that is not          
intended to be an Incentive Stock Option.                   

(l)  "Option" shall mean an Incentive Stock Option or a                 
Non-Qualified Stock Option.                                 

(m)  "Other Stock-Based Award" shall mean any right                     
granted under Section 6(f) of the Plan.                     

(n)  "Outside Director" shall mean a member of the                      
Board of Directors of the Company or any Affiliate who      
is not an Employee.  Service as an Outside Director         
shall be considered employment for all purposes of the      
Plan, except for purposes of satisfying the                 
requirements of Incentive Stock Options.                    

(o)  "Participant" shall mean an Employee, Outside                      
Director or Consultant who receives an Award under the      
Plan.                                                       

(p)  "Performance Award" shall mean any right granted                   
under Section 6(d) of the Plan.                             

(q)  "Person" shall mean any individual, corporation,                   
partnership, association, joint-stock company, trust,       
unincorporated organization, or government or political     
subdivision thereof.                                        

(r)  "Predecessor Plan" shall mean the Company's 2005                   
Stock Option Plan.                                          

(s)  "Released Securities" shall mean shares of                         
Restricted Stock as to which all restrictions imposed       
by the committee have expired, lapsed, or been waived.      

(t)  "Restricted Stock" shall mean any Share granted                    
under Section 6(c) of the Plan.                             

(u)  "Restricted Stock Unit" shall mean any right                       
granted under Section 6(c) of the Plan that is              
denominated in Shares.                                      

(v)  "Shares" shall mean the shares of common stock of                  
the Company, $.001 par value, and such other securities     
or property as may become the subject of Awards, or         
become subject to Awards, pursuant to an adjustment         
made under Section 4(b) of the Plan.                        

(w)  "Stock Appreciation Right" shall mean any right                    
granted under Section 6(b) of the Plan.                     

3.   ADMINISTRATION                                                             

Except as otherwise provided herein, the Plan shall be                
administered by the Committee.  Subject to the terms of the Plan                
and applicable law, the Committee shall have full power and                     
authority to:  (i) designate participants; (ii) determine the                   
type or types of Awards to be granted to each Participant under                 
the Plan; (iii) determine the number of Shares to be covered by                 
(or with respect to which payments, rights, or other matters are                
to be calculated in connection with) Awards; (iv) determine the                 
terms and conditions of any award; (v) determine the time or                    
times when each Award shall become exercisable and the duration                 
of the exercise period; (vi) determine whether, to what extent,                 
and under what circumstances Awards may be settled in or                        
exercised for cash, Shares, other securities, other Awards, or                  
other property, or canceled, forfeited, or suspended, and the                   
method or methods by which Awards may be settled, exercised,                    
canceled, forfeited, or suspended; (vii) determine whether, to                  
what extent, and under what circumstances cash, shares, other                   
securities, other Awards, other property, and other amounts                     
payable with respect to an Award under the Plan shall be deferred               
either automatically or at the election of the holder thereof or                
of the Committee; (viii) interpret and administer the Plan and                  
any instrument or agreement relating to, or Award made under, the               
Plan; (ix) establish, amend, suspend, or waive such rules and                   
regulations and appoint such agents as it shall deem appropriate                
for the proper administration of the Plan; and (x) make any other               
determination and take any other action that the Committee deems                
necessary or desirable for the administration of the Plan.                      
Unless otherwise expressly provided in the Plan, all                            
designations, determinations, interpretations, and other                        
decisions under or with respect to the Plan or any Award shall be               
within the sole discretion of the Committee, may be made at any                 
time, and                                                                       

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shall be final, conclusive, and binding upon all Persons,                       
including the Company, any Affiliate, any Participant, any holder               
or beneficiary of any Award, any shareholder, and any employee,                 
director or consultant of the Company or of any Affiliate.  In                  
the case of any Award that is intended to qualify as performance-               
based compensation for purposes of Section 162(m) of the Code,                  
once the Award is made, the Committee shall not have discretion                 
to increase the amount of compensation payable under the Award                  
that would otherwise be due upon attainment of the performance                  
goal.  Actions of the Committee may be taken either (i) by a                    
subcommittee, designated by the Committee, composed of two or                   
more members, or (ii) by the Committee but with one or more                     
members abstaining or recusing himself or herself from acting on                
the matter, so long as two or more members remain to act on the                 
matter.  Such action, authorized by such a subcommittee or by the               
Committee upon the abstention or recusal of such members, shall                 
be the action of the Committee for purposes of the Plan.                        

4.   SHARES AVAILABLE FOR AWARDS                                                

(a)  SHARES AVAILABLE.  Subject to adjustment as provided in          
Section 4(b):                                               

(i)  CALCULATION OF NUMBER OF SHARES AVAILABLE.  The        
number of Shares available for granting Awards    
under the Plan shall be 10,000,000, of which      
5,000,000 shall become available immediately and  
the next 5,000,000 shall be made available upon   
determination by the Board of Directors.  Further,
if, after the effective date of the Plan, any     
Shares covered by an Award granted under the Plan 
or by an award granted under a Predecessor Plan,  
or to which such an Award or award relates, are   
forfeited, or if an Award or award otherwise      
terminates without the delivery of Shares or of   
other consideration, then the Shares covered by   
such Award or award, or to which such Award or    
award relates, or the number of Shares otherwise  
counted against the aggregate number of Shares    
available under the Plan with respect to such     
Award or award, to the extent of any such         
forfeiture or termination, shall again be, or     
shall become, available for granting Awards under 
the Plan.                                         

(ii) ACCOUNTING FOR AWARDS.  For purposes of this           
Section 4,                                        

(A)  if an Award (other than a Dividend           
 Equivalent) is denominated in Shares, the
     number of Shares covered by such Award, or to
     which such Award relates, shall be counted on
   the date of grant of such Award against the
aggregate number of Shares available for
granting Awards under the Plan; and     

(B)  Dividend Equivalents and Awards not          
  denominated in Shares shall not be counted
against the aggregate number of Shares  
     available for granting Awards under the Plan.

(iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS.  Any          
shares delivered pursuant to an Award may consist,
in whole or in part, of authorized and unissued   
Shares or of Treasury Shares.                     

(b)  ADJUSTMENTS.  In the event that the Committee shall              
determine that any dividend or other distribution           
(whether in the form of cash, Shares, other securities,     
or other property), recapitalization, stock split,          
reverse stock split, reorganization, merger,                
consolidation, split-up, spin-off, combination,             
purchase, or exchange of Shares or other securities of      
the Company, issuance of warrants or other rights to        
purchase Shares or other securities of the Company, or      
other similar corporate transaction or event affects        
the Shares such that an adjustment is determined by the     
Committee to be appropriate in order to prevent             
dilution or enlargement of the benefits or potential        
benefits intended to be made available under the Plan,      
then the Committee shall, in such manner as it may deem     
equitable, adjust any or all of (i) the number and type     
of Shares (or other securities or property) which           
thereafter may be made the subject of Awards, (ii) the      
number and type of Shares (or other securities or           
property) subject to outstanding Awards, (iii) the          
number and type of Shares (or other securities or           
property) specified as the annual per-participant           
limitation under Section 6(g)(vi), and (iv) the grant,      
purchase, or exercise price with respect to any Award,      

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or, if deemed appropriate, make provision for a cash        
payment to the holder of an outstanding Award;              
provided, however, in each case, that with respect to       
Awards of Incentive Stock Options no such adjustment        
shall be authorized to the extent that such authority       
would cause the Plan to violate Section 422(b)(1) of        
the Code or any successor provision thereto; and            
provided, further, however, that the number of Shares       
subject to any award denominated in Shares shall always     
be a whole number.                                          

5.   ELIGIBILITY                                                                

Any Employee, Outside Director or Consultant shall be                 
eligible to receive Awards under the Plan.  Any Awards granted to               
members of the Committee shall be approved by the Board of                      
Directors of the Company.                                                       

6.   AWARDS                                                                     

(a)  OPTIONS.  The Committee is hereby authorized to grant            
Options with the following terms and conditions and         
with such additional terms and conditions, in either        
case not inconsistent with the provisions of the Plan,      
as the Committee shall determine:                           

(i)  EXERCISE PRICE.  The exercise price per Share of       
each Option shall be determined by the committee; 
provided, however, that such exercise price per   
Share under any Incentive Stock Option shall not  
be less than 100% (110% in the case of a "10-     
percent shareholder as such term is used in       
Section 422(c)(5) of the Code") of the Fair Market
Value of a Share on the date of grant of such     
Incentive Stock Option.                           

(ii) OPTION TERM.  The term of each Option shall be         
fixed by the Committee, provided that no Incentive
Stock Option shall have a term greater than 10    
years (5 years in the case of a "10-percent       
shareholder") as such term is used in Section     
422(c)(5) of the Code).                           

(iii)  TIME AND METHOD OF EXERCISE.  The Committee shall        
determine the time or times at which an Option may
be exercised in whole or in part, and the method  
or methods by which, property, or any combination 
thereof, having a Fair Market Value on the        
exercise date equal to the relevant exercise      
price, in which, payment of the exercise price    
with respect thereto may be made or deemed to have
been made.                                        

(iv) INCENTIVE STOCK OPTIONS.  The terms of any             
Incentive Stock Option granted under the Plan     
shall comply in all respects with the provisions  
of Section 422 of the Code, or any successor      
provision thereto, and any regulations promulgated
thereunder.                                       

(b)  STOCK APPRECIATION RIGHTS.  The Committee is hereby              
authorized to grant Stock Appreciation Rights.  A Stock     
Appreciation Right granted under the Plan shall confer      
on the holder thereof a right to receive, upon exercise     
thereof, the excess of (i). the Fair Market Value of        
one Share on the date of exercise or, if the Committee      
shall so determine in the case of any such right other      
than one related to any Incentive Stock Option, at any      
time during a specified period before or after the date     
of exercise over (ii). the grant price of the right as      
specified by the Committee.  Subject to the terms of        
the Plan, the grant price, term, methods of exercise,       
methods of settlement, and any other terms and              
conditions of any Stock Appreciation Right shall be as      
determined by the Committee.  The Committee may impose      
such conditions or restrictions on the exercise of any      
Stock Appreciation Right as it may deem appropriate.        

(c)  RESTRICTED STOCK AND RESTRICTED STOCK UNITS.                     

(i)  ISSUANCE.  The Committee is hereby authorized to       
grant Awards of Restricted Stock and Restricted   
Stock Units.                                      

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(ii) RESTRICTIONS.  Shares of Restricted Stock and          
Restricted Stock Units shall be subject to such   
restrictions as the Committee may impose          
(including, without limitation, any limitation on 
the right to receive any dividend or other right  
or property), which restrictions may lapse        
separately or in combination at such time or      
times, in such installments or otherwise, as the  
Committee may deem appropriate.                   

(iii)  REGISTRATION.  Any Restricted Stock granted under        
the Plan may be evidenced in such manner as the   
Committee may deem appropriate, including, without
limitation, book-entry registration or issuance of
a stock certificate or certificates.  In the event
any stock certificate is issued in respect of     
Shares of restricted Stock granted under the Plan,
such certificate shall be registered in the name  
of the Participant and shall bear an appropriate  
legend referring to the terms, conditions, and    
restrictions applicable to such Restricted Stock. 

(iv) FORFEITURE.  Except as otherwise determined by the     
Committee, upon termination of employment (as     
determined under criteria established by the      
Committee) for any reason during the applicable   
restriction period, all Shares of Restricted Stock
and all Restricted Stock Units still, in either   
case, subject to restriction shall be forfeited   
and reacquired by the Company; provided, however, 
that the Committee may, when it finds that a      
waiver would be in the best interests of the      
Company, waive in whole or in part any or all     
remaining restrictions with respect to Shares of  
Restricted Stock or Restricted Stock Units.       
Unrestricted Shares, evidenced in such manner as  
the Committee shall deem appropriate, shall be    
delivered to the Participant promptly after such  
Restricted Stock shall become Released Securities.

(d)  PERFORMANCE AWARDS.  The Committee is hereby authorized          
to grant Performance Awards.  Subject to the terms of       
the Plan, a Performance Award granted under the Plan        
(i) may be denominated or payable in cash, Shares           
(including, without limitation, Restricted Stock),          
other securities, other Awards, or other property and       
(ii) shall confer on the holder thereof rights valued       
as determined by the Committee and payable to, or           
exercisable by, the holder of the Performance Award, in     
whole or in part, upon the achievement of such              
performance goals during such performance periods as        
the Committee shall establish.  Subject to the terms of     
the Plan and any applicable Award Agreement, the            
performance goals to be achieved during any performance     
period, the length of any performance period, the           
amount of any Performance Award granted, and the amount     
of any payment or transfer to be made pursuant to any       
Performance Award shall be determined by the Committee.     
The goals established by the Committee shall be based       
on any one, or combination of, earnings per share,          
return on equity, return on assets, total shareholder       
return, net operating income, cash flow, revenue,           
economic value added, increase in Share price or cash       
flow return on investment, or any other measure the         
Committee deems appropriate.  Partial achievement of        
the goal(s) may result in a payment or vesting              
corresponding to the degree of achievement.                 

(e)  DIVIDEND EQUIVALENTS.  The Committee is hereby                   
authorized to grant Awards under which the holders          
thereof shall be entitled to receive payments               
equivalent to dividends or interest with respect to a       
number of Shares determined by the Committee, and the       
Committee may provide that such amounts (if any) shall      
be deemed to have been reinvested in additional Shares      
or otherwise reinvested.  Subject to the terms of the       
Plan, such Awards may have such terms and conditions as     
the Committee shall determine.                              

(f)  OTHER STOCK-BASED AWARDS.  The Committee is hereby               
authorized to grant such other Awards that are              
denominated or payable in, valued in whole or in part       
by reference to, or otherwise based on or related to,       
Shares (including, without limitation, securities           
convertible into Shares), as are deemed by the              
Committee to be consistent with the purposes of the         
Plan, provided, however, that such grants must comply       
with applicable law.  Subject to the terms of the Plan,     
the Committee shall determine the terms and conditions      
of such Awards.                                             

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(g)  GENERAL.                                                         

(i)  NO CASH CONSIDERATION FOR AWARDS.  Awards shall be     
granted for no cash consideration or for such     
minimal cash consideration as may be required by  
applicable law.                                   

(ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER.          
Awards may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem 
with, or in substitution for any other Award or   
any award granted under any other plan of the     
Company or any Affiliate.  Awards granted in      
addition to or in tandem with other Awards, or in 
addition to or in tandem with awards granted under
any other plan of the Company or any Affiliate,   
may be granted either at the same time or at a    
different time from the grant of such other Awards
or awards.                                        

(iii)  FORMS OF PAYMENT UNDER AWARDS.  Subject to the           
terms of the Plan and of any applicable Award     
Agreement, payments or transfers to be made by the
Company or an Affiliate upon the grant, exercise, 
or payment of an Award may be made in such form or
forms as the Committee shall determine, including,
without limitation, cash, Shares, other securities
other Awards, or other property, or any           
combination thereof, and may be made in a single  
payment or transfer, in installments, or on a     
deferred basis, in each case in accordance with   
rules and procedures established by the Committee.
Such rules and procedures may include, without    
limitation, provisions for the payment or         
crediting of reasonable interest on installment or
deferred payments or the grant or crediting of    
Dividend Equivalents in respect of installment or 
deferred payments.                                

(iv) LIMITS ON TRANSFER OF AWARDS.  No Award (other         
than Released Securities), and no right under any 
such Award, shall be assignable, alienable,       
saleable, or transferable by a Participant        
otherwise than by will or by the laws of descent  
and distribution; provided, however, that, if so  
determined by the Committee, a Participant may, in
the manner established by the Committee, a)       
designate a beneficiary or beneficiaries to       
exercise the rights of the Participant, and to    
receive any property distributable, with respect  
to any Award upon the death of the Participant or 
b) transfer any Award other than an Incentive     
Stock Option for bona fide estate planning        
purposes.  Each Award, and each right under any   
Award, shall be exercisable, during the           
Participant's lifetime, only by the Participant, a
permitted transferee or, if permissible under     
applicable law, by the Participant's guardian or  
legal representative.  No Award (other than       
Released Securities), and no right under any such 
Award, may be pledged, alienated, attached, or    
otherwise encumbered, and any purported pledge,   
alienation, attachment, or encumbrance thereof    
shall be void and unenforceable against the       
Company or any Affiliate.                         

(v)  TERM OF AWARDS.  The term of each Award shall be       
for such period as may be determined by the       
Committee; provided, however, that in no event    
shall the term of any Incentive Stock Option      
exceed a period of ten years from the date of its 
grant.                                            

(vi) SHARE CERTIFICATES.  All certificates for Shares       
or other securities delivered under the Plan      
pursuant to any Award or the exercise thereof     
shall be subject to such stop transfer orders and 
other restrictions as the Committee may deem      
advisable under the Plan or the rules,            
regulations, and other requirements of the        
Securities and Exchange Commission, any stock     
exchange upon which such Shares or other          
securities are then listed, and any applicable    
federal or state securities laws, and the         
Committee may cause a legend or legends to be put 
on any such certificates to make appropriate      
reference to such restrictions.                   

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7.   AMENDMENT AND TERMINATION                                                  

Except to the extent prohibited by applicable law and unless          
otherwise expressly provided in an Award Agreement or in the                    
Plan:                                                                           

(a)  AMENDMENTS TO THE PLAN.  The Board of Directors of the           
Company may amend, alter, suspend, discontinue, or          
terminate the Plan, including, without limitation, any      
amendment, alteration, suspension, discontinuation, or      
termination that would impair the rights of any             
Participant, or any other holder or beneficiary of any      
Award theretofore granted, without the consent of any       
share owner, Participant, other holder or beneficiary       
of an Award, or other Person.                               

(b)  AMENDMENTS TO AWARDS.  The Committee may waive any               
conditions or rights under, amend any terms of, or          
amend, alter, suspend, discontinue, or terminate, any       
Awards theretofore granted, prospectively or                
retroactively, without the consent of any Participant,      
other holder or beneficiary of an Award.                    

(c)  ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN             
UNUSUAL OR NONRECURRING EVENTS.  Except as provided in      
the following sentence, the Committee shall be              
authorized to make adjustments in the terms and             
conditions of, and the criteria included in, Awards in      
recognition of unusual or nonrecurring events               
(including, without limitation, the events described in     
Section 4(b) hereof) affecting the Company, any             
Affiliate, or the financial statements of the Company       
or any Affiliate, or of changes in applicable laws,         
regulations, or accounting principles, whenever the         
Committee determines that such adjustments are              
appropriate in order to prevent dilution or enlargement     
of the benefits or potential benefits to be made            
available under the Plan.  In the case of any Award         
that is intended to qualify as performance-based            
compensation for purposes of Section 162(m) of the          
Code, the Committee shall not have authority to adjust      
the Award in any manner that would cause the Award to       
fail to meet the requirements of Section 162(m).            

(d)  CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES.           
The Committee may correct any defect, supply any            
omission, or reconcile any inconsistency in the Plan or     
any Award in the manner and to the extent it shall deem     
desirable to carry the Plan into effect.                    

8.   GENERAL PROVISIONS                                                         

(a)  NO RIGHTS TO AWARDS.  No Employee, Participant or other          
Person shall have any claim to be granted any Award         
under the Plan, and there is no obligation for              
uniformity of treatment of Employees, Outside Director,     
Consultants, other holders or beneficiaries of Awards       
under the Plan.  The terms and conditions of Awards         
need not be the same with respect to each recipient.        

(b)  DELEGATION.  The Committee may delegate to one or more           
officers or managers of the Company or any Affiliate,       
or a committee of such officers or managers, the            
authority, subject to such terms and limitations as the     
Committee shall determine, to grant Awards to, or to        
cancel, modify, waive rights with respect to, alter,        
discontinue, suspend, or terminate Awards held by,          
Employees, Consultants, or other holders or                 
beneficiaries of Awards under the Plan who are not          
officers or directors of the Company for purposes of        
Section 16 of the Securities Exchange Act of 1934, as       
amended, and who also are not "covered employees" for       
purposes of Section 162(m) of the Code.                     

(c)  WITHHOLDING.  The Company or any Affiliate shall be              
authorized to withhold from any Award granted or any        
payment due or transfer made under any Award or under       
the Plan the amount (in cash, Shares, other securities,     
other Awards, or other property) of withholding taxes       
due in respect of an Award, its exercise, or any            
payment or transfer under such Award or under the Plan      
and to take such other action as may be necessary in        
the opinion of the Company or Affiliate to satisfy all      
obligations for the payment of such taxes.                  

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(d)  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing            
contained in the Plan shall prevent the Company or any      
Affiliate from adopting or continuing in effect other       
or additional compensation arrangements, and such           
arrangements may be either generally applicable or          
applicable only in specific cases.                          

(e)  NO RIGHT TO EMPLOYMENT.  The grant of an Award shall             
not be construed as giving a Participant the right to       
remain an employee, director or consultant of the           
Company or any Affiliate.  Further, the Company or an       
Affiliate may at any time terminate the service of any      
employee, director or consultant, free from any             
liability, or any claim under the Plan, unless              
otherwise expressly provided in the Plan or in any          
Award Agreement.                                            

(f)  GOVERNING LAW.  The validity, construction, and effect           
of the Plan and any rules and regulations relating to       
the Plan shall be determined in accordance with the         
laws of the State of Texas and applicable federal law.      

(g)  SEVERABILITY.  If any provision of the Plan or any               
Award is or becomes or is deemed to be invalid,             
illegal, or unenforceable in any jurisdiction, or as to     
any Person or Award, or would disqualify the Plan or        
any Award under any law deemed applicable by the            
Committee, such provision shall be construed or deemed      
amended to conform to applicable laws, or if it cannot      
be so construed or deemed amended without, in the           
determination of the Committee, materially altering the     
intent of the Plan or the Award, such provision shall       
be stricken as to such jurisdiction, Person, or Award,      
and the remainder of the Plan and any such Award shall      
remain in full force and effect.                            

(h)  NO TRUST OR FUND CREATED.  Neither the Plan nor any              
Award shall create or be construed to create a trust or     
separate fund of any kind or a fiduciary relationship       
between the Company or any Affiliate and a Participant      
or any other Person.  To the extent that any Person         
acquires a right to receive payments from the Company       
or any Affiliate pursuant to an Award, such right shall     
be no greater than the right of any unsecured general       
creditor of the Company or any Affiliate.                   

(i)  NO FRACTIONAL SHARES.  No fractional Shares shall be             
issued or delivered pursuant to the Plan or any Award,      
and the Committee shall determine whether cash, other       
securities, or other property shall be paid or              
transferred in lieu of any fractional Share, or whether     
such fractional Shares of any rights thereto shall be       
canceled, terminated, or otherwise eliminated.              

(j)  HEADINGS.  Headings are given to the Sections and                
subsections of the Plan solely as a convenience to          
facilitate reference.  Such headings shall not be           
deemed in any way material or relevant to the               
construction or interpretation of the Plan or any           
provision thereof.                                          

9.   EFFECTIVE DATE OF THE PLAN                                                 

Subject to the approval of the shareholders of the Company,           
the Plan shall be effective December 7, 2005 (the "Effective                    
Date"); provided, however, that to the extent that Awards are                   
granted under the Plan before its approval by shareholders, the                 
Awards will be contingent on approval of the Plan by the                        
shareholders of the Company at an annual meeting, special                       
meeting, or by written consent, which meeting shall be held                     
within one year of the Effective Date.                                          

10.  TERM OF THE PLAN                                                           

No Award shall be granted under the Plan more than 10 years           
after the Effective Date.  However, unless otherwise expressly                  
provided in an applicable Award Agreement, any Award theretofore                
granted may extend beyond such date, and the authority of the                   
Committee to amend, alter, adjust, suspend, discontinue, or                     
terminate any such Award, or to waive any conditions or rights                  
under any such Award, and the authority of the Board of Directors               
of the Company to amend the Plan, shall extend beyond such date.                

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11.  TERMINATION OF PREDECESSOR PLANS                                           

Upon   the  Effective  Date,  the  Predecessor  Plans  shall          
terminate and no further awards or grants may be made under  such               
Predecessor Plans.                                                              

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APPENDIX C                

AMENDED AND RESTATED                
ARTICLES OF INCORPORATION               

VOIP, INC.                

ARTICLE ONE               

VoIP, Inc. (the "Corporation"), pursuant to the provisions            
of Article 4.07 of the Texas Business Corporation Act, hereby                   
adopts these restated articles of incorporation which accurately                
copy the original articles of incorporation and all amendments                  
thereto that are in effect to date and as further amended by such               
restated articles of incorporation as hereinafter set forth and                 
which contain no other change in any provision thereof.                         

ARTICLE TWO               

The Articles of Incorporation of the Corporation are amended          
by the Amended and Restated Articles of incorporation in their                  
entirety as follows:                                                            

ARTICLE I               

The name of this Corporation is VoIP, Inc.                  

ARTICLE II                

The period of duration is perpetual.                        

ARTICLE III               
PURPOSES                

The purposes for which this Corporation is organized        
are to conduct any type of business endeavor which is legal                     
pursuant to the laws of the State of Texas.                                     

ARTICLE IV                
SHARES                

SECTION 1.  The total number of shares of stock which       
the Corporation shall have authority to issue is Two Hundred                    
Fifty Million (250,000,000) shares of common stock ("Common                     
Stock") and Twenty-Five Million (25,000,000) shares of preferred                
stock ("Preferred Stock").  The par value of each of such shares                
is $0.001.                                                                      

SECTION 2.   The Board of Directors of the Corporation is             
hereby expressly authorized, by resolution or resolutions from                  
time to time adopted, to provide, out of the unissued shares of                 
Preferred Stock, for the issuance of the Preferred Stock in one                 
or more classes or series.  Before any shares of any such class                 
or series are issued, the Board of Directors shall fix and state,               
and hereby is expressly empowered to fix, by resolution or                      
resolutions, the designations, preferences, and relative,                       
participating, optional or other special rights of the shares of                
each such series, and the qualifications, limitations or                        
restrictions thereon, including, but not limited to,                            
determination of any of the following:                                          

(a)  the designation of such class or series, the           
number of shares to constitute such class or series and the           
stated value thereof if different from the par value                  
thereof;                                                              

(b)  whether the shares of such class or series shall       
have voting rights, in addition to any voting rights                  
provided by law, and, if so, the terms of such voting                 
rights, which may be full, special or limited, and whether            
the shares of such class or series shall be entitled to vote          
as a separate class either alone or together with the shares          
of one or more other classes or series of stock;                      

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(c)  the dividends, if any, payable on such class or        
series, whether any such dividends shall be cumulative, and,          
if so, from what dates, the conditions and dates upon which           
such dividends shall be payable, the preference or relation           
that such dividends shall bear to the dividends payable on            
any shares of stock of any other class or any other series            
of the same class;                                                    

(d)  whether the shares of such class or series shall       
be subject to redemption by the Corporation at its option or          
at the option of the holders of such shares or upon the               
happening of a specified event, and, if so, the times,                
prices and other terms, conditions and manner of such                 
redemption;                                                           

(e)  the preferences, if any, and the amount or amounts     
payable upon shares of such series upon, and the rights of            
the holders of such class or series in, the voluntary or              
involuntary liquidation, dissolution or winding up, or upon           
any distribution of the assets, of the Corporation;                   

(f)  whether the shares of such class or series shall       
be subject to the operation of a retirement or sinking fund           
and, if so, the extent to and manner in which any such                
retirement or sinking fund shall be applied to the purchase           
or redemption of the shares of such class or series for               
retirement or other corporate purposes and the terms and              
provisions relative to the operation thereof;                         

(g)  whether the shares of such class or series shall       
be convertible into, or exchangeable for, at the option of            
either the holder or the Corporation or upon the happening            
of a specified event, shares of stock of any other class or           
any other series of the same class or any other class or              
classes of securities or property and, if so, the price or            
prices or the rate or rates of conversion or exchange and             
the method, if any, of adjusting the same, and any other              
terms and conditions of conversion or exchange;                       

(h)  the limitations and restrictions, if any, to be        
effective while any shares of such class or series are                
outstanding, upon the payment of dividends or the making of           
other distributions on, and upon the purchase, redemption or          
other acquisition by the Corporation of, the Common Stock or          
shares of stock of any other class or any other series of             
the same class;                                                       

(i)  the conditions or restrictions, if any, upon the       
creation of indebtedness of the Corporation or upon the               
issue of any additional stock, including additional shares            
of such series or of any other series of the same class or            
of any other class; and                                               

(j)  any other powers, preferences and relative,            
participating, optional and other special rights, and any             
qualifications, limitations and restrictions thereof.                 

The powers, preferences and relative, participating,                  
optional and other special rights of each class or series of                    
Preferred Stock, and the qualifications, limitations and                        
restrictions thereof, if any, may differ from those of any and                  
all other classes or series at any time outstanding.  All shares                
of any one series of Preferred Stock shall be identical in all                  
respects with all other shares of such series, except that shares               
of any one series issued at different times may differ as to the                
dates from which dividends thereof shall be cumulative.  The                    
Board of Directors may increase the number of shares of the                     
Preferred Stock designated for any existing class or series by a                
resolution adding to such class or series authorized and unissued               
shares of the Preferred Stock not designated for any other class                
or series.  The Board of Directors may decrease the number of                   
shares of Preferred Stock designated for any existing class or                  
series by a resolution subtracting from such class or series                    
unissued shares of the Preferred Stock designated for such class                
or series, and the shares so subtracted shall become authorized,                
unissued, and undesignated shares of the Preferred Stock.                       

ARTICLE V               
MAJORITY VOTE               

With respect to any action to be taken by the               
shareholders of the Corporation under the Texas Business                        
Corporation Act or otherwise, the vote or occurrence of the                     
holders of a majority of the issued and outstanding shares of the               
Corporation shall control.                                                      

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ARTICLE VI                
NO CUMULATIVE VOTING                

Cumulative voting is expressly prohibited. At each          
election of directors, every shareholder entitled to vote at such               
election shall have the right to vote, in person or by proxy, the               
number of shares owned by him for as many persons as there are                  
directors to be elected and for whose election he has a right to                
vote; no shareholders shall be entitled to cumulate his votes by                
giving one candidate as many votes as the number of such                        
directors multiplied by his shares shall equal, or by                           
distributing such votes on the same principal among any number of               
such candidates.                                                                

ARTICLE VII               
PRE-EMPTIVE RIGHTS                

No holder of any stock of the Corporation shall be          
entitled as a matter of right to purchase or subscribe for any                  
part of any stock of the Corporation authorized by these Articles               
or of any additional stock of any class to be issued by reason of               
any increase of the authorized stock of the Corporation or of any               
bonds, certificates of indebtedness, debentures, warrants,                      
options or other securities convertible into any class or stock                 
of the Corporation, but any stock authorized by these Articles or               
any such additional authorized issue of any stock or securities                 
convertible into any stock may be issued and disposed of by the                 
Board of Directors to such persons, firms, corporations or                      
associations for such consideration and upon such terms and in                  
such manner as the Board of Directors may decide in its                         
discretion without offering any thereof on the same terms or on                 
any terms to the shareholders then of record or to any class of                 
shareholders, provided only that such issuance may not be                       
inconsistent with any provision of law or with any of the                       
provisions of these Articles.                                                   

ARTICLE VIII                
CERTAIN INSIDER TRANSACTIONS                

Any contract or other transaction between the               
Corporation and one or more of its directors, or between the                    
Corporation and any firm of which one or more of its directors                  
are members or employees, or in which they are interested, or                   
between the Corporation and any corporation or association of                   
which one or more of its directors are shareholders, members,                   
directors, officers or employees, or in which they are                          
interested, shall be valid for all purposes, notwithstanding the                
presence of the director or directors at the meeting of the Board               
of Directors of the Corporation that acts upon, or in reference                 
to, the contract or transaction, and notwithstanding his or their               
participation in the action, if the facts of such interest shall                
be disclosed or known to the Board of Directors and the Board of                
Directors shall, nevertheless, authorize or ratify the contract                 
or transaction, the interested director or directors to be                      
counted in determining whether a quorum is present and to be                    
entitled to vote on such authorization of ratification. This                    
Article VIII shall not be construed to invalidate any contract or               
other transaction that would otherwise be valid under the common                
and statutory law applicable to it.                                             

ARTICLE IX                
INDEMNIFICATION               

The Corporation shall indemnify any person, by reason       
of the fact that he or she, his or her testator, or intestate, is               
or was a director, officer, or employee of the Corporation, or of               
any corporation or other entity, which he or she served in such                 
capacity at the request of the Corporation to the maximum extent                
of Texas law.                                                                   

ARTICLE X               
INSURANCE               

The Corporation shall have power to purchase and            
maintain insurance on behalf of any person who is or was a                      
director, officer, employee or agent of the Corporation, or who                 
is or was serving at the request of the Corporation as a                        
director, officer, partner, venturer, proprietor, trustee,                      
employee, agent or similar functionary of another foreign or                    
domestic corporation, partnership, joint venture, sole                          
proprietorship, trust, employee benefit plan, or other                          
enterprise, against any liability asserted against him and                      
incurred by him in any such capacity or arising out of his status               
as such a person, whether or not the Corporation would have the                 
power to indemnify him against such liability by statute.                       

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ARTICLE XI                
LIMITATION ON LIABILITY               

No person shall be liable to the Corporation for any        
loss or damage suffered by it on account of any action taken or                 
omitted to be taken by him as a director, officer or employee of                
the Corporation in good faith, if, in the exercise of ordinary                  
care, this person:                                                              

A.   Relied upon financial statements of the                
Corporation represented to be corrected by the President or the                 
officer of the Corporation having charge of its books of account,               
or stated in a written report by an independent public or                       
certified public accountant or firm of such accountants fairly to               
reflect the financial condition of the Corporation; or considered               
the assets to be of their book value; or                                        

B.   Relied upon the written opinion of any attorney        
hired by or representing the Corporation.                                       

ARTICLE XII               
BYLAWS                

Except to the extent such power may be modified or          
divested by action of the shareholders representing a majority of               
the issued and outstanding shares of the Common Stock of the                    
Corporation taken at a regular or special meeting of the                        
shareholders, the power to adopt, alter, amend or repeal the                    
Bylaws of the Corporation shall be vested in the Board of                       
Directors.                                                                      

ARTICLE XIII                
REGISTERED OFFICE AND REGISTERED AGENT                

The post office address of its initial registered           
office and the name of its initial registered agent at such                     
address are:                                                                    

Registered Office:  1717 Main Street, Suite 3700            
Dallas, TX 75201    

Registered Agent:   Ronald Brown, Esq.                      

ARTICLE XIV               
CONSENT OF SHAREHOLDERS               

Any action which must be taken at any annual or special     
meeting of shareholders, or any action which may be taken without               
a meeting, without notice and without a vote, if a consent or                   
consents in writing, setting forth the action taken, is signed by               
the holder or holders of shares having not less than the minimum                
number of votes that would be necessary to take such action at a                
meeting at which the holders of all shares are entitled to vote                 
on the action were present and voted.                                           

IN WITNESS WHEREOF, the undersigned has executed these      
Amended and Restated Articles of Incorporation on this ___ day of               
___________________, 2006.                                                      

VOIP, INC.

                   By___________________________
                   B. Michael Adler, CEO

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                                                        · Enlarge/Download Table


                         PLEASE DATE, SIGN AND MAIL YOUR                                                             
                         PROXY CARD AS SOON AS POSSIBLE                                                              

                         ANNUAL MEETING OF SHAREHOLDERS                                                              
                                   VOIP, INC.                                                                        

                                 March __, 2006                                                                      

                 Please Detach and Mail in the Envelope Provided                                                     

          Please mark your                                                                                           
A  [ X]   votes as in this                                                                                           
          example                                                                                                    

                                                                                                                     

                                   WITHHOLD                                                                          
                       FOR        AUTHORITY                                                                          
                       the        to vote for                                                                        
                     nominee     the nominee                                                                         
                      listed     listed below                                                                        
                      below                                                                                          

                                                                     FOR     AGAINST    ABSTAIN                      
1. PROPOSAL NO. 1-                                                                                                   
   ELECTION OF                                                                                                       
   DIRECTORS                                                                                                         

Nominees:                                                                                                            
B. Michael Adler      [   ]          [   ]      2.PROPOSAL NO. 2-   [   ]     [   ]       [   ]                      
                                                  APPROVAL OF                                                        
                                                  THE VOIP,                                                          
                                                  INC. 2006                                                          
                                                  EQUITY                                                             
                                                  INCENTIVE                                                          
                                                  PLAN                                                               

Senator George        [   ]          [   ]     3.PROPOSAL NO. 3-    [   ]     [   ]       [   ]                      
Firestone                                        APPROVAL OF                                                         
                                                 THE AMENDED                                                         
                                                 AND RESTATED                                                        
                                                 ARTICLES OF                                                         
                                                 INCORPORATION                                                       

Stuart Kosh           [   ]          [   ]                                                                           
                                               The undersigned acknowledges receipt of (a)                           
                                               Notice of Annual Meeting of Stockholders, (b)                         
                                               the accompanying Proxy Statement, and (c) the                         
                                               Company's 10-KSB for fiscal year ended                                
                                               December 31, 2004.                                                    

Thomas Reeves         [   ]          [   ]     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD                        
                                               OF DIRECTORS AND WILL BE VOTED IN ACCORDANCE                          
                                               WITH THE SPECIFICATIONS MADE ABOVE. YOU ARE                           
                                               URGED TO COMPLETE, SIGN, DATE AND RETURN THIS                         
                                               PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES                        
                                               NO POSTAGE IF MAILED IN THE UNITED STATES. IF                         
                                               YOU DECIDE TO ATTEND THE MEETING, YOU MAY, IF                         
                                               SO DESIRED, REVOKE THE PROXY AND VOTE YOUR                            
                                               SHARES IN PERSON.                                                     

                                               PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD AS                       
                                               SOON AS POSSIBLE.                                                     
Nicholas A.                                                                                                          
  Iannuzzi, Jr.       [   ]          [   ]                                                                           

Chris Rhoades         [   ]          [   ]                                                                           

John N. Spencer, Jr.  [   ]          [   ]                                                                           

                                               PLEASE DETACH AND MAIL IN THE ENVELOPE                                
                                               PROVIDED.                                                             

SIGNATURE 1:______________________ DATE____________, 2006   SIGNATURE 2:______________________ DATE____________, 2006

PROXY INSTRUCTIONS: Please sign exactly as the name or names appear on your stock certificate                        
(as indicated hereon). If the shares are issued in the name of two or more persons, all of them                      
must sign the proxy. A proxy executed by a corporation must be signed in its name by an                              
authorized officer. Executors, administrators, trustees and partners should indicate their                           
capacity when signing.                                                                                               


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VOIP, INC.                

ANNUAL MEETING OF SHAREHOLDERS                

_________, __, 2006               

The undersigned, having received the notice and accompanying                    
Proxy Statement for the Annual Meeting of Shareholders of VoIP,                 
Inc. (the "Company") to be held on  _________, __, 2006 (the                    
"Annual Meeting"), hereby appoints Hal H. Bibee and David W.                    
Sasnett, and each of them, with full power of substitution, as                  
the undersigned's proxies and attorneys-in-fact to vote at the                  
Annual Meeting, or any adjournment thereof, all shares of voting                
stock of the Company, which the undersigned may be entitled to                  
vote. The above proxies are hereby instructed to vote at the                    
Annual Meeting or any adjournment thereof, as shown below.                      

(Continued and to be signed on reverse side)

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRE 14A Filing	Date	First	Last	Other Filings

	12/31/03	11		10KSB
	2/27/04	17		3, 8-K
	4/15/04	16	17	8-K
	5/25/04	17		8-K, 8-K/A
	8/4/04	17		3
	12/31/04	2	39	10KSB, 10KSB/A
	1/24/05	14		4
	5/31/05	15		3, 8-K, 8-K/A
	9/30/05	3		10QSB, NT 10-Q
	10/18/05	15	16	3, 4, 8-K
	11/22/05	16		3, 8-K
	12/7/05	17	33
	12/31/05	8	20
	1/24/06	10
Filed On	1/30/06			8-K
Filed As Of	1/31/06
	2/9/06	2	20
For The Period Ended	2/13/06	2	3
	2/28/06	3
	3/7/06	2	3
	12/31/06	15
	1/1/07	5
	12/31/07	15
	12/31/08	15
	12/7/15	19

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Voip Inc · PRE 14A · For 2/13/06

Filed On 1/30/06 5:34pm ET · SEC File 0-28985 · Accession Number 909143-6-11

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents