PROXY
     The undersigned hereby appoints B. Grant Hunter, CEO or failing him Mary A.
Eubanks,  Secretary  as  attorney-in-fact  to vote my (our) proxy at the Special
Meeting of  Shareholders  of VOIP Telecom,  Inc., to be held May 31, 2002 at the
hour of 10:00 AM PST at the Memphis  Racquet Club located at 511 Sanderlin  Ave,
Dunavant Room, Memphis TN 38117, for the following proposals:

     1.  Ratification  of a plan to acquire  Global  Holdings,  Inc. a privately
owned Tennessee  corporation which specializes in refractory services. It should
be noted  that the two  shareholders  of Global  Holdings,  Inc.  are Mr.  Grant
Hunter,  the  companies  current  CEO and Mr.  John Curry the  former  Secreray/
Treasurer and Director of VOIP.  The  acquisition  calls for VOIP Inc., to issue
fifteen million shares  (15,000,000) of common stock for 100% of the outstanding
shares of Global Holdings, Inc. Both Mr. Hunter and Mr. Curry will receive seven
million and five hundred thousand shares (7,500,000) each. Global Holdings Inc.,
will  have  audited  financial  statements.  This  transaction  will be deemed a
reverse  merger  due to the  shareholders  of Global  Holdings,  Inc.  being the
controlling  shareholders  of the  combined  company.  VOIP,  Inc.  will  be the
survivor for legal purposes,  whereas Global Holdings, Inc. will be the survivor
for accounting purposes.

           For                Against                    Abstain





     Please  indicate  your vote by  firmly  placing  an X in the  appropriate
numbered box above with blue or black ink only.

     Please X here if you plan to attend and vote your shares at the meeting.




                                            Signature(s)
                                            Date


                                            Number of Shares