10990 Wilshire Blvd., Suite 1410 Los Angeles, California 90024 Tel: (310) 696-0333 Fax: (310) 696-0334

The Company will issue a new convertible note to Bristol in the amount of $400,000 (the “New Note”) in exchange for the Notes, which shall be due on the 1 year anniversary of the date of this Letter Agreement, and will deliver the originally executed New Note to Bristol within three (3) business days of the date of this Letter Agreement;

The New Note will contain all of the same rights and privileges as the Notes, including but not limited to anti-dilution adjustment on a full-ratchet basis for dilutive issuances (such that the Conversion Price shall be adjusted downward upon any issuance of securities at a price lower than the Conversion Price occurring on the same day as or anytime after the date of this Letter Agreement); and

The Company understands and acknowledges that shares of common stock issuable upon conversion of the New Note will be eligible for sale under Rule 144 (in accordance with the 1-year holding period under the current rule) as follows: (a) shares underlying $125,000 of the New Note will be eligible for sale under Rule 144 as of April 17, 2008; (b) shares underlying $75,000 of the New Note will be eligible for sale under Rule 144 as of June 19, 2008; and (c) shares underlying $200,000 of the New Note will be eligible for sale under Rule 144 as of the 1 year anniversary of the date of this Letter Agreement; PROVIDED FURTHER that the Company agrees to instruct its counsel to provide a legal opinion confirming the 144 eligibility of the shares underlying the New Note as set forth herein.

VOIP, INC.

BRISTOL INVESTMENT FUND, LTD.

By:

By:

Name:

Robert Staats

Name:

Paul Kessler

Title:

Chief Accounting Officer

Title:

Director