CONSULTING AGREEMENT

AGREEMENT, effective as of the 4 ^th day of December, 2006, between VoIP, INC. , a Texas Corporation (the “Company”), with its principal address at 151 South Wymore Rd., Suite 3000 Altamonte Springs Florida, and Anshuman Dube an individual with offices at c/o MMDS Capital, Inc., 23705 Vanowen Street, Suite 236, West Hills, CA 91307 ("Consultant").

WHEREAS , the Company and Consultant desire to enter into a consulting agreement for certain consulting services.

NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES SET FORTH HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

1.   Consultant shall serve as a consultant to the Company on general corporate matters and provide the business development services listed in the attached Exhibit A for a term of twelve months from the effective date of this Agreement.

2.   The Company shall be entitled to Consultant’s services for reasonable times when and to the extent requested by, and subject to the direction of Anthony Cataldo.

3.   Consultant shall provide Company periodic written reports as required concerning the status of various projects assigned to Consultant.

4.   All expenses and disbursements in excess of $1000 in the aggregate in any given calendar month will require written approval by an authorized employee of the Company. All reasonable travel and other expenses approved by the Company and incurred by Consultant to render such services shall be reimbursed by the Company promptly upon receipt of proper statements, including appropriate documentation, with regard to the nature and amount of those expenses. Company shall pay expenses within five (5) business days of the receipt of a request with appropriate documentation.

5.   In consideration for the services performed by Consultant, the Consultant will receive the sum of $210,000 (the “Cash Fee”). In lieu of the giving the consultant the Cash Fee, the Company may elect to issue shares of the Company to the Consultant at an equivalent price of $0.35 per share (a total of 600,000 shares) (the “Common Stock”). The Company shall register the Common Stock for resale with the U.S. Securities Exchange Commission under form S-8 within ten (10) days of the Company’s annual shareholder’s meeting but in no event later than February 28, 2007.

6.   Except in cases of this Agreement being terminated for Consultant being convicted of a felony or Consultant’s incapacity (as more fully set forth herein) or death of Consultant, Consultant will be entitled to receive all payments due under this agreement.

7.   In the event Consultant should die during the term of this Agreement or becomes disabled so that he can not perform under this Agreement for a period exceeding three consecutive months, Consultant or his estate, as the case may be, will be entitled to the entire fee under this Agreement.

8.   It is the express intention of the parties that the Consultant is an independent contractor and not an employee or agent of the Company. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Consultant and the Company. Both parties acknowledge that the Consultant is not an employee for state or federal tax purposes. The Consultant shall retain the right to perform services for others during the term of this agreement provided those services do not conflict with those provided by Company or the tasks assigned to Consultant by the Company.

9.   For purposes of this Agreement, Intellectual Property will mean (i) works, ideas, discoveries, or inventions eligible for copyright, trademark, patent or trade secret protection; and (ii) any applications for trademarks or patents, issued trademarks or patents, or copyright registrations regarding such items. Any items of Intellectual Property discovered or developed by the Consultant (or the Consultant’s employees) during the term of this Agreement will be the property of the Consult