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CONVERTIBLE PROMISSORY NOTE
FOR
VALUE RECEIVED, the undersigned, VoIP, INC., a Texas
corporation (the "Company"), promises to pay to the order of
ELLIS INTERNATIONAL LTD., or its successors or assigns
("Holder"), at 53
rd Street
Urbanizacion Obarrio, Swiss Tower, 16
th Floor,
Panama, Republic of Panama, or at such other place as the Holder
may designate in writing to the Company, in lawful money of the
United States of America, the principal sum of Eighty Three
Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents
($83,333.33), payable at the earlier of any of the following events
or dates:
| 8. |
The
Company’s closing and funding of a financing agreement that
nets a minimum receipt of $1,000,000 cash; or
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| 9. |
The
Company’s first substantial receipt of cash related to
revenue generated from a major new customer.
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In
the event that the Company fails to repay this promissory note
(this “Note”) upon the occurrence of one of the
above three conditions, the Holder may, at its option,
formally declare the Company to be in default hereunder. In
that event, this Note shall become immediately convertible in
whole or in part, at Holder’s option, into shares of the
Company’s common stock, par value $0.001 per share, at
the conversion rate of the lesser of: (a) $0.08 per share; or
(b) a 30% discount to the average of the closing market price
of the Comp
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