CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note

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VoIP, INC | WHALEHAVEN CAPITAL FUND LIMITED

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Title: CONVERTIBLE PROMISSORY NOTE
Governing Law: New York Date: 7/26/2007
Industry: COMEQP Sector: TECHNO

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Exhibit 10.3

CONVERTIBLE PROMISSORY NOTE

$83,333.33	July 20, 2007

FOR VALUE RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay to the order of WHALEHAVEN CAPITAL FUND LIMITED, or its successors or assigns ("Holder"), at 3^rd Floor, 14 Par-Laville Road, Hamilton, Bermuda HM08, 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:

10.	August 20, 2007;

11.	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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12.	The Company’s first substantial receipt of cash related to revenue generated from a major new customer.