VoIP, Inc. and Caerus, Inc. Complete Acquisition Agreement; Combined Companies to Create a Full Service VoIP Powerhouse

Business Wire, June 2, 2005

FORT LAUDERDALE & ORLANDO, Fla. -- VoIP, Inc. (OTCBB:VOII) and Caerus, Inc. announced today they have completed the acquisition of Caerus by VoIP and will immediately begin the process of merging operations. As part of the agreement, VoIP, Inc. has acquired 100 percent of the business of Caerus, Inc. and its wholly owned subsidiaries Volo Communications, Inc., Caerus Networks, Inc., and Caerus Billing, Inc. in exchange for 16.9 million common shares of VoIP Inc. stock - a transaction valued at $30 million. VoIP, Inc. will continue to operate Caerus, Inc. and its subsidiaries under their existing names, consolidating all operations under VoIP, Inc. Steven Ivester continues as CEO of VoIP, Inc. and all of the subsidiaries, and Shawn Lewis, Caerus' Founder and CEO becomes Chief Technology Officer of VoIP, Inc. Further details of the transaction can be found in the Company's Form 8-K filed today with the Securities and Exchange Commission.

VoIP, Inc. CEO Steven Ivester commented, "The synergies of VoIP, Inc. and Caerus are unmistakable and cannot be found anywhere else in the industry. We are creating a combined company with one of the broadest product offerings, deepest distribution channels, largest sales and service support teams - which just doubled in size - in the industry - not to mention one of the largest proprietary Voice over IP (VoIP) networks in the U.S. It's a combination that will benefit all of VoIP, Inc. and Caerus, Inc. customers and suppliers."

VoIP, Inc. CTO Shawn Lewis added, "Combining Volo's current customer traction, technology, and network with VoIP, Inc.'s existing portfolio of companies is a huge step for the industry. Now there is a true, complete end-to-end solution for this ever-expanding VoIP industry. No where else can you find a turnkey solution from end-point devices to fulfillment, and support services of such magnitude."

"We're especially pleased that Shawn Lewis will continue to lead technology innovation and development efforts for VoIP, Inc. as CTO of the company," continued Ivester. "He is a well-respected leader and innovator, having written the patents for the first softswitch (patent 6,614,781) and SS7 Media Gateway (patent 6,442,169). One of his many accomplishments was the sale in 1998 of XCOM Technologies, Inc., a CLEC that he co-founded, to Level 3 Communications, Inc. (NASDAQ NM: LVLT) for common stock, options and warrants valued at $154 million."

Lewis added, "The combining of these companies is an enormous benefit to Volo's customers and vendors, who will continue to receive full support. It puts the company on the solid ground of a successful public company with tremendous capacity for future growth, and enables Volo to build on the great achievements of the past and continue its leadership position in the VoIP industry."

Volo Communications, Inc. is the licensed facilities-based CLEC (Competitive Local Exchange Carrier) and IXC (Inter Exchange Carrier). Caerus Networks, Inc. is the technology research and development subsidiary, and Caerus Billing, Inc. is the billing and mediation subsidiary. Caerus, Inc. and its three subsidiaries generated revenues during calendar year 2004 that totaled $14 million, and based on current contracts and purchased orders, revenues are estimated to exceed $38 million for calendar year 2005.

Through the wholesale-only model Volo is a "carrier's carrier," and will continue as a leader in the broadband voice marketplace. Volo will continue to market its network products and services under the VoiceOne brand name.

Volo currently has Network Access Points (NAPs) operating in Orlando, Atlanta, New York, Dallas and Los Angeles. A total of 22 NAPs are planned to be operational by the end of 2005 that will be capable of addressing the top 100 metropolitan areas, representing 93 percent of the domestic population.

The VoiceOne Network Operations Center (NOC) is a fully manned 24 x 7 operation and is the heartbeat of Volo Communications. The NOC is where the company monitors all aspects of the technical environment, from its nationwide OC-12 backbone to network routers, SIP proxies and numerous routing gateways, soft switches and other aspects of its VOIP infrastructure. Fully redundant technologies are deployed in a scalable network environment that enables the company to compete effectively and efficiently in the ever-evolving and demanding IP telecommunications marketplace. The VoiceOne network incorporates an advanced MPLS (Multi-Protocol Label Switching) architecture which is designed and operated to offer world-class services to carriers and service providers. VoiceOne features direct interconnection facilities with multiple LECs (Local Exchange Carriers), CLECs, IXCs, service providers, cable operators, wireless carriers and resellers.

About VoIP, Inc.

VoIP, Inc. is an emerging global service provider of superior quality Voice over IP based solutions offering residential and business customers more user friendly and affordable ways to communicate. VoIP, Inc. also manufactures products and provides services to Internet Service Providers, Telecommunication Service Providers and Cable Operators in strategic countries around the world. VoIP, Inc., through its subsidiaries, provides a comprehensive portfolio of IP multimedia-based solutions ranging from subscriber based voice services, to SIP based infrastructure design and deployment, to broadband customer premises equipment design and implementation services, as well as engineering design, manufacturing and distribution of wireless broadband technology. VoIP, Inc. has applied for a patent for its state of the art VoIP Multimedia Terminal Adaptor which today supports the FCC Commission's desire for VoIP providers to deliver Emergency 911 Calling, Disability Access, and Law Enforcement Access capabilities to the marketplace.