Exhibit 10.2
CONVERTIBLE PROMISSORY NOTE
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$36,250.00
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September 26, 2007
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FOR
GOOD AND VALUABLE CONSIDERATION RECEIVED, the undersigned,
VoIP, INC., a Texas corporation (the "Company"), promises to
pay to the order of ALLEN
ANGEL ,
or its successors or assigns ("Holder"), at such place as the
Holder may designate in writing to the Company, in lawful
money of the United States of America, the principal sum of
Thirty Six Thousand Two Hundred Fifty Dollars ($36,250.00),
due and payable on October 4, 2007.
In
the event that the Company fails to repay this promissory note
(this “Note”) when due, the Holder may, at its
option, formally declare the Company to be in default
hereunder. In that event, the unpaid portion of this Note
shall become immediately convertible in whole or in part, at
Holder’s option, into free-trading shares of the
Company’s common stock, par value $0.001 per share
(“Common Stock”), at a 30% discount to the average
of the closing market price of the Company’s common
stock over the five trading days immediately preceding such
conversion, subject to a floor conversion price of $0.75 per
share.
The
delay or failure to exercise any right hereunder
shall