ex10-2.htm


    Exhibit 10.2

     


    NEITHER
THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.

     

    Amended
and Restated:  November  12, 2009

    Original
Issuance Date:  May 25, 2006

     

    
      	No.
      IVOI-1      	Original Principal
      Amount:     $671,600


    

     

    IVOICE,
INC.

     

    Amended
and Restated Secured Convertible Debenture

     

    This Amended and Restated Secured
Convertible Debenture (the “Debenture”) is issued
by IVOICE, INC., a New Jersey corporation
(the “Obligor”), to YA
Global Investments, L.P., f/k/a Cornell Capital Partners, LP (the “Holder”), and amends
and restates in its entirety (and is given in substitution for but not in
satisfaction of) that certain Secured Convertible Debenture dated May 25, 2006
(the “Prior
Debenture”) issued by Obligor to Holder in the original principal amount
of One Million Two Hundred Fifty Thousand Dollars ($1,250,000).  This
Debenture does not effect a refinancing of all or any portion of the obligations
under the Prior Debenture, it being the intention of the Obligor and Holder to
avoid effectuating a novation of any such obligations.

     

    FOR VALUE RECEIVED, the
Obligor hereby promises to pay to the Holder or its successors and assigns the
principal sum of Six Hundred Seventy One Thousand and Six Hundred Dollars
($671,600) on or before May 25, 2014 (the “Maturity Date”) in
accordance with the following terms:

     

    Interest.  Interest
shall not accrue on the outstanding principal balance hereof.

     

    Right of
Redemption.  The Obligor at its option shall have the right,
with three (3) Business Days advance written notice (the “Redemption Notice”),
to redeem a portion or all amounts outstanding under this Debenture prior to the
Maturity Date.  The Obligor shall pay an amount equal to the principal
amount being redeemed plus a redemption premium (“Redemption Premium”)
equal to twenty percent (20%) of the principal amount being redeemed
(collectively referred to as the “Redemption
Amount”).  The Obligor shall deliver to the Holder the
Redemption Amount on the third (3rd)
Business Day after the Redemption Notice.

     

    Notwithstanding
the foregoing in the event that the Obligor has elected to redeem a portion of
the outstanding principal amount under this Debenture the Holder shall be
permitted to convert all or any portion of this Debenture during such three
Business Day period.

     

    Secured.  This
Debenture is secured to the extent set forth in that certain Amended and
Restated Security Agreement entered into and made effective May 25, 2006 (as
amended, modified, supplemented and/or amended and restated from time to
time).

     

    This
Debenture is subject to the following additional provisions:

     

    Section
1.                      This
Debenture is exchangeable for an equal aggregate principal amount of Debentures
of different authorized denominations, as requested by the Holder surrendering
the same.  No service charge will be made for such registration of
transfer or exchange.

     

    Section
2.                      Events of
Default.

     

    (a)           An
“Event of
Default”, wherever used herein, means any one of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body):

     

    (i)           Any
default in the payment of the principal, or any charges in respect of this
Debenture, or any other Debenture issued to the Holder, free of any claim of
subordination, as and when the same shall become due and payable (whether on a
Conversion Date or the Maturity Date or by acceleration or
otherwise);

     

    (ii)           The
Obligor shall fail to observe or perform any other covenant, agreement or
warranty contained in, or otherwise commit any breach or default of any
provision of this Debenture (except as may be covered by Section 2(a)(i) hereof) or of
any Transaction Document (as defined in Section 5) which is not cured
within the time prescribed;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)           The
Obligor or any subsidiary of the Obligor shall commence, or there shall be
commenced against the Obligor or any subsidiary of the Obligor under any
applicable bankruptcy or insolvency laws as now or hereafter in effect or any
successor thereto, or the Obligor or any subsidiary of the Obligor commences any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Obligor or any
subsidiary of the Obligor or there is commenced against the Obligor or any
subsidiary of the Obligor any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Obligor or any
subsidiary of the Obligor is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or the
Obligor or any subsidiary of the Obligor suffers any appointment of any
custodian, private or court appointed receiver or the like for it or any
substantial part of its property which continues undischarged or unstayed for a
period of sixty one (61) days; or the Obligor or any subsidiary of the Obligor
makes a general assignment for the benefit of creditors; or the Obligor or any
subsidiary of the Obligor shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due; or the
Obligor or any subsidiary of the Obligor shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its
debts; or the Obligor or any subsidiary of the Obligor shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Obligor
or any subsidiary of the Obligor for the purpose of effecting any of the
foregoing;

     

    (iv)           The
Obligor or any subsidiary of the Obligor shall default in any of its obligations
under any other debenture or any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there
may be issued, or by which there may be secured or evidenced any indebtedness
for borrowed money or money due under any long term leasing or factoring
arrangement of the Obligor or any subsidiary of the Obligor in an amount
exceeding $100,000, whether such indebtedness now exists or shall hereafter be
created and such default shall result in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable;

     

    (v)           The
Common Stock shall cease to be quoted for trading or listed for trading on
either the Nasdaq OTC Bulletin Board (“OTC”), Nasdaq Stock
Market, New York Stock Exchange, or the NYSE-Amex (each, a “Subsequent Market”)
and shall not again be quoted or listed for trading thereon within five (5)
Trading Days of such delisting;

     

    (vi)           The
Obligor shall fail for any reason to deliver the payment in cash pursuant to a
Buy-In (as defined herein) within five (5) days after notice is claimed
delivered hereunder; and

     

    (vii)           The
Obligor shall fail for any reason to deliver Common Stock certificates to a
Holder prior to the fifth (5th)
Trading Day after a Conversion Date or the Obligor shall provide notice to the
Holder, including by way of public announcement, at any time, of its intention
not to comply with requests for conversions of this Debenture in accordance with
the terms hereof;

     

    (b)           During
the time that any portion of this Debenture is outstanding, if any Event of
Default has occurred, the full principal amount of this Debenture and all other
amounts owing in respect thereof, to the date of acceleration shall become at
the Holder's election, immediately due and payable in cash.  In
addition to any other remedies, the Holder shall have the right (but not the
obligation) to convert this Debenture at any time after (x) an Event of Default
or (y) the Maturity Date at the Conversion Price then in effect.  The
Holder need not provide and the Obligor hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Holder at any time prior to payment
hereunder. No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.  Upon an Event of
Default, notwithstanding any other provision of this Debenture or any
Transaction Document, the Holder shall have no obligation to comply with or
adhere to any limitations, if any, on the conversion of this Debenture or the
sale of the Underlying Shares, except for the ownership cap set forth in Section
3(b) of this Debenture.

     

    Section
3.                      Conversion.

     

    (a)           Conversion at Option of
Holder.

     

    (i)           This
Debenture shall be convertible into shares of Common Stock at the option of the
Holder, in whole or in part at any time and from time to time, after the
Original Issue Date (as defined in Section 5) (subject to the
limitations on conversion set forth in Section 3(b) hereof). The
number of shares of Common Stock issuable upon a conversion hereunder equals the
quotient obtained by dividing (x) the outstanding amount of this Debenture to be
converted by (y) the Conversion Price (as defined in Section
3(c)(i)).  The Obligor shall deliver Common Stock certificates
to the Holder prior to the Fifth (5th)
Trading Day after a Conversion Date.

     

    (ii)           Notwithstanding
anything to the contrary contained herein, if on any Conversion
Date:  (1) the number of shares of Common Stock at the time
authorized, unissued and unreserved for all purposes, or held as treasury stock,
is insufficient to pay principal hereunder in shares of Common Stock; (2) the
Common Stock is not listed or quoted for trading on the OTC or on a Subsequent
Market; (3) the Obligor has failed to timely satisfy its conversion; or (4) the
issuance of such shares of Common Stock would result in a violation of Section 3(b), then, at the
option of the Holder, the Obligor, in lieu of delivering shares of Common Stock
pursuant to Section
3(a)(i), shall deliver, within three (3) Trading Days of each applicable
Conversion Date, an amount in cash equal to the product of the outstanding
principal amount to be converted divided by the Conversion Price, chosen by the
Holder, and multiplied by the highest closing price of the stock from date of
the conversion notice till the date that such cash payment is made.

     

    Further,
if the Obligor shall not have delivered any cash due in respect of conversion of
this Debenture by the fifth (5th)
Trading Day after the Conversion Date, the Holder may, by notice to the Obligor,
require the Obligor to issue shares of Common Stock pursuant to Section 3(c), except that for
such purpose the Conversion Price applicable thereto shall be the lesser of the
Conversion Price on the Conversion Date and the Conversion Price on the date of
such Holder demand.  Any such shares will be subject to the provisions
of this Section.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)           The
Holder shall effect conversions by delivering to the Obligor a completed notice
in the form attached hereto as Exhibit A (a “Conversion
Notice”).  The date on which a Conversion Notice is delivered
is the “Conversion
Date.” Unless the Holder is converting the entire principal amount
outstanding under this Debenture, the Holder is not required to physically
surrender this Debenture to the Obligor in order to effect
conversions.  Conversions hereunder shall have the effect of lowering
the outstanding principal amount of this Debenture in an amount equal to the
applicable conversion.  The Holder and the Obligor shall maintain
records showing the principal amount converted and the date of such
conversions.  In the event of any dispute or discrepancy, the records
of the Holder shall be controlling and determinative in the absence of manifest
error.

     

    (b)           Certain Conversion
Restrictions.   A Holder may not convert this Debenture to
the extent such conversion would result in the Holder, together with any
affiliate thereof, beneficially owning (as determined in accordance with Section
13(d) of the Exchange Act and the rules promulgated thereunder) in excess of
9.9% of the then issued and outstanding shares of Common Stock, including shares
issuable upon conversion of this Debenture held by such Holder after application
of this Section.  Since the Holder will not be obligated to report to
the Obligor the number of shares of Common Stock it may hold at the time of a
conversion hereunder, unless the conversion at issue would result in the
issuance of shares of Common Stock in excess of 9.9% of the then outstanding
shares of Common Stock without regard to any other shares which may be
beneficially owned by the Holder or an affiliate thereof, the Holder shall have
the authority and obligation to determine whether the restriction contained in
this Section will limit any particular conversion hereunder and to the extent
that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of the principal amount of this
Debenture is convertible shall be the responsibility and obligation of the
Holder.  If the Holder has delivered a Conversion Notice for a
principal amount of this Debenture that, without regard to any other shares that
the Holder or its affiliates may beneficially own, would result in the issuance
in excess of the permitted amount hereunder, the Obligor shall notify the Holder
of this fact and shall honor the conversion for the maximum principal amount
permitted to be converted on such Conversion Date in accordance with the periods
described in Section
3(a)(i) and any principal amount tendered for conversion in excess of the
permitted amount hereunder shall remain outstanding under the
Debenture.  The provisions of this Section may be waived by a Holder
(but only as to itself and not to any other Holder) upon not less than 65 days
prior notice to the Obligor.  Other Holders shall be unaffected by any
such waiver.

     

    (c)           Conversion Price and
Adjustments to Conversion Price.

     

    (i)           The
conversion price (the “Conversion Price”) in
effect on any Conversion Date shall be equal to ninety percent (90%) of the
lowest Closing Bid Price for the thirty (30) trading days immediately preceding
the Conversion Date, which Conversion Price may be adjusted pursuant to the
other terms of this Debenture.

     

    (ii)           In
case of any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property, the Holder shall have the right thereafter to, at its
option,  (A) convert the then outstanding principal amount and any
other amounts then owing hereunder in respect of this Debenture into the shares
of stock and other securities, cash and property receivable upon or deemed to be
held by holders of the Common Stock following such reclassification or share
exchange, and the Holder of this Debenture shall be entitled upon such event to
receive such amount of securities, cash or property as the shares of the Common
Stock of the Obligor into which the then outstanding principal amount and any
other amounts then owing hereunder in respect of this Debenture could have been
converted immediately prior to such reclassification or share exchange would
have been entitled, or (B) require the Obligor to prepay the outstanding
principal amount of this Debenture plus all other amounts due and payable
hereon. The entire prepayment price shall be paid in cash.  This
provision shall similarly apply to successive reclassifications or share
exchanges.

     

    (iii)           The
Obligor shall at all times reserve and keep available out of its authorized
Common Stock the full number of shares of Common Stock issuable upon conversion
of all outstanding amounts under this Debenture; and within three (3) Business
Days following the receipt by the Obligor of a Holder's notice that such minimum
number of Underlying Shares is not so reserved, the Obligor shall promptly
reserve a sufficient number of shares of Common Stock to comply with such
requirement.

     

    (iv)           If
(A) the Obligor shall declare a dividend (or any other distribution) on the
Common Stock; (B) the Obligor shall declare a special nonrecurring cash dividend
on or a redemption of the Common Stock; (C) the Obligor shall authorize the
granting to all holders of the Common Stock rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights; (D) the
approval of any stockholders of the Obligor shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which
the Obligor is a party, any sale or transfer of all or substantially all of the
assets of the Obligor, of any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property; or (E) the Obligor shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Obligor; then, in each case, the Obligor shall cause to be
filed at each office or agency maintained for the purpose of conversion of this
Debenture, and shall cause to be mailed to the Holder at its last address as it
shall appear upon the stock books of the Obligor, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange,
provided, that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.  The Holder is entitled to convert
this Debenture during the 20-day calendar period commencing the date of such
notice to the effective date of the event triggering such notice, provided such
conversion does not exceed the limitation set forth in Section 3(b)
herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      (v)           In
case of any (1) merger or consolidation of the Obligor or any subsidiary of the
Obligor with or into another Person, or (2) sale by the Obligor or any
subsidiary of the Obligor of more than one-half of the assets of the Obligor in
one or a series of related transactions, a Holder shall have the right to (A)
exercise any rights under Section 2(b), (B) convert the
aggregate amount of this Debenture then outstanding into the shares of stock and
other securities, cash and property receivable upon or deemed to be held by
holders of Common Stock following such merger, consolidation or sale, and such
Holder shall be entitled upon such event or series of related events to receive
such amount of securities, cash and property as the shares of Common Stock into
which such aggregate principal amount of this Debenture could have been
converted immediately prior to such merger, consolidation or sales would have
been entitled, or (C) in the case of a merger or consolidation, require the
surviving entity to issue to the Holder a convertible Debenture with a principal
amount equal to the aggregate principal amount of this Debenture then held by
such Holder plus any other amounts owing hereon, which such newly issued
convertible Debenture shall have terms identical (including with respect to
conversion) to the terms of this Debenture, and shall be entitled to all of the
rights and privileges of the Holder of this Debenture set forth herein and the
agreements pursuant to which this Debenture was issued.  In the case
of clause (C), the conversion price applicable for the newly issued shares of
convertible preferred stock or convertible Debentures shall be based upon the
amount of securities, cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior
to the effectiveness or closing date for such transaction.  The terms
of any such merger, sale or consolidation shall include such terms so as to
continue to give the Holder the right to receive the securities, cash and
property set forth in this Section upon any conversion or redemption following
such event. This provision shall similarly apply to successive such
events.

    

     

    (d)           Other
Provisions.

     

    (i)           The
Obligor covenants that it will at all times reserve and keep available out of
its authorized and unissued shares of Common Stock solely for the purpose of
issuance upon conversion of this Debenture, each as herein provided, free from
preemptive rights or any other actual contingent purchase rights of persons
other than the Holder, not less than such number of shares of the Common Stock
as shall (subject to any additional requirements of the Obligor as to
reservation of such shares set forth in this Debenture) be issuable (taking into
account the adjustments and restrictions of Sections 2(b) and 3(c)) upon
the conversion of the outstanding principal amount of this
Debenture.  The Obligor covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly and validly authorized, issued
and fully paid, nonassessable.

     

    (ii)           Upon
a conversion hereunder the Obligor shall not be required to issue stock
certificates representing fractions of shares of the Common Stock, but may if
otherwise permitted, make a cash payment in respect of any final fraction of a
share based on the Conversion Price at such time.  If the Obligor
elects not, or is unable, to make such a cash payment, the Holder shall be
entitled to receive, in lieu of the final fraction of a share, one whole share
of Common Stock.

     

    (iii)           The
issuance of certificates for shares of the Common Stock on conversion of this
Debenture shall be made without charge to the Holder thereof for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificate, provided that the Obligor shall not be required to pay any
tax that may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate upon conversion in a name other than that of
the Holder of such Debenture so converted and the Obligor shall not be required
to issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Obligor the amount of
such tax or shall have established to the satisfaction of the Obligor that such
tax has been paid.

     

    (iv)           Nothing
herein shall limit a Holder's right to pursue actual damages or declare an Event
of Default pursuant to Section
2 herein for the Obligor 's failure to deliver certificates representing
shares of Common Stock upon conversion within the period specified herein and
such Holder shall have the right to pursue all remedies available to it at law
or in equity including, without limitation, a decree of specific performance
and/or injunctive relief, in each case without the need to post a bond or
provide other security. The exercise of any such rights shall not prohibit the
Holder from seeking to enforce damages pursuant to any other Section hereof or
under applicable law.

     

    (v)           In
addition to any other rights available to the Holder, if the Obligor fails to
deliver to the Holder such certificate or certificates pursuant to Section 3(a)(i) by the fifth
(5th)
Trading Day after the Conversion Date, and if after such fifth (5th)
Trading Day the Holder purchases (in an open market transaction or otherwise)
Common Stock to deliver in satisfaction of a sale by such Holder of the
Underlying Shares which the Holder anticipated receiving upon such conversion (a
“Buy-In”), then
the Obligor shall (A) pay in cash to the Holder (in addition to any remedies
available to or elected by the Holder) the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the Common
Stock so purchased exceeds (y) the product of (1) the aggregate number of shares
of Common Stock that such Holder anticipated receiving from the conversion at
issue multiplied by (2) the market price of the Common Stock at the time of the
sale giving rise to such purchase obligation and (B) at the option of the
Holder, either reissue a Debenture in the principal amount equal to the
principal amount of the attempted conversion or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Obligor timely
complied with its delivery requirements under Section
3(a)(i).  For example, if the Holder purchases Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted conversion of Debentures with respect to which the market price of the
Underlying Shares on the date of conversion was a total of $10,000 under clause
(A) of the immediately preceding sentence, the Obligor shall be required to pay
the Holder $1,000.  The Holder shall provide the Obligor written
notice indicating the amounts payable to the Holder in respect of the
Buy-In.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
4.                      Notices. Any notices,
consents, waivers or other communications required or permitted to be given
under the terms hereof must be in writing and will be deemed to have been
delivered:  (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) trading day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such
communications shall be:

    


    


    
      	
              If
      to the Company, to:

            	
              iVoice,
      Inc.

            
	 
      	
              750
      Highway 34

              Matawan,
      NJ 07747

            
	 
      	
              Attention: Jerome
      R. Mahoney

            
	 
      	
              Telephone: (732)
      441-7700

            
	 
      	
              Facsimile: (732)
      441-9895

            
	 
      	 
      
	
              With
      a copy to:

            	
              Meritz
      & Muenz LLP

            
	 
      	
              2021
      O Street, NW

              Washington,
      DC 20036

            
	 
      	
              Telephone:  (202)
      728-2909

            
	 
      	
              Facsimile:  (202)
      728-2910

            
	 
      	
              Attention:  Lawrence
      A. Muenz, Esq.

            
	 
      	 
      
	
              If
      to the Holder:

            	
              YA
      Global Investments, L.P.

            
	 
      	
              101
      Hudson Street, Suite 3700

            
	 
      	
              Jersey
      City, NJ  07303

            
	 
      	
              Attention:  Mark
      Angelo

            
	 
      	
              Telephone: (201)
      985-8300

              Fax: (201)
      985-8266

            
	 
      	 
      
	
              With
      a copy to:

            	
              David
      Gonzalez, Esq.

            
	 
      	
              101
      Hudson Street – Suite 3700

            
	 
      	
              Jersey
      City, NJ 07302

            
	 
      	
              Telephone:
      (201) 985-8300

            
	 
      	
              Facsimile:
      (201) 985-8266

            


    

    


    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such
change.  Written confirmation of receipt (i) given by the recipient of
such notice, consent, waiver or other communication, (ii) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (iii) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     

    Section
5.                      Definitions.  For
the purposes hereof, the following terms shall have the following
meanings:

     

    “Business Day” means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday in the United States or a day on which banking institutions are
authorized or required by law or other government action to close.

     

    “Closing Bid Price”
means, on any date, the closing bid price (as reported by Bloomberg L.P. through
the “HP” screen with “bid” selected as the “Market”) of the Common Stock on the
OTC or a Subsequent Market, as quoted by Bloomberg.

     

    “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock” means
the Class A common stock, no par value, of the Obligor and stock of any other
class into which such shares may hereafter be changed or
reclassified.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Conversion Date”
shall mean the date upon which the Holder gives the Obligor notice of their
intention to effectuate a conversion of this Debenture into shares of the
Company’s Common Stock as outlined herein.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Original Issue Date”
shall mean the date of the first issuance of this Debenture regardless of the
number of transfers and regardless of the number of instruments, which may be
issued to evidence such Debenture.

     

    “Person” means a
corporation, an association, a partnership, organization, a business, an
individual, a government or political subdivision thereof or a governmental
agency.

     

     “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

     

    “Settlement Agreement”
means that certain Settlement Agreement dated as of the date hereof by and
between Holder and Obligor.

     

    “Trading Day” means a
day on which the shares of Common Stock are quoted on the OTC or quoted or
traded on such Subsequent Market on which the shares of Common Stock are then
quoted or listed; provided, that in the event that the shares of Common Stock
are not listed or quoted, then Trading Day shall mean a Business
Day.

     

    “Transaction
Documents” means the Securities Purchase Agreement dated as of May 25,
2006 (as amended, modified, supplemented and/or amended and restated from time
to time, the “Securities Purchase Agreement”) or any other agreement delivered
in connection with the Securities Purchase Agreement, including, without
limitation, the Irrevocable Transfer Agent Instructions, the Registration Rights
Agreement, the Settlement Agreement and the Settlement Documents (as defined in
the Settlement Agreement).

     

    “Underlying Shares”
means the shares of Common Stock issuable upon conversion of this Debenture in
accordance with the terms hereof.

     

    Section
6.                      Except
as expressly provided herein, no provision of this Debenture shall alter or
impair the obligations of the Obligor, which are absolute and unconditional, to
pay the principal of, and other charges (if any) on, this Debenture at the time,
place, and rate, and in the coin or currency, herein prescribed.  This
Debenture is a direct obligation of the Obligor. This Debenture ranks pari passu
with all other debentures now or hereafter issued under the terms set forth in
the Securities Purchase Agreement.  As long as this Debenture is
outstanding, the Obligor shall not and shall cause its subsidiaries not to,
without the consent of the Holder, (i) amend its certificate of incorporation,
bylaws or other charter documents so as to adversely affect any rights of the
Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise
acquire shares of its Common Stock or other equity securities other than as to
the Underlying Shares to the extent permitted or required under the Transaction
Documents; or (iii) enter into any agreement with respect to any of the
foregoing.

     

    Section
7.                      This
Debenture shall not entitle the Holder to any of the rights of a stockholder of
the Obligor, including without limitation, the right to vote, to receive
dividends and other distributions, or to receive any notice of, or to attend,
meetings of stockholders or any other proceedings of the Obligor, unless and to
the extent converted into shares of Common Stock in accordance with the terms
hereof.

     

    Section
8.                      If
this Debenture is mutilated, lost, stolen or destroyed, the Obligor shall
execute and deliver, in exchange and substitution for and upon cancellation of
the mutilated Debenture, or in lieu of or in substitution for a lost, stolen or
destroyed Debenture, a new Debenture for the principal amount of this Debenture
so mutilated, lost, stolen or destroyed but only upon receipt of evidence of
such loss, theft or destruction of such Debenture, and of the ownership hereof,
and indemnity, if requested, all reasonably satisfactory to the
Obligor.

     

    Section
9.                      This
Debenture shall be governed by and construed in accordance with the laws of the
State of New Jersey, without giving effect to conflicts of laws
thereof.  Each of the parties consents to the jurisdiction of the
Superior Courts of the State of New Jersey sitting in Hudson County, New Jersey
and the U.S. District Court for the District of New Jersey sitting in
Newark, New Jersey in connection with any dispute arising under this Debenture
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens to the
bringing of any such proceeding in such jurisdictions.

     

    Section
10.                      If
the Obligor fails to strictly comply with the terms of this Debenture, then the
Obligor shall reimburse the Holder promptly for all fees, costs and expenses,
including, without limitation, attorneys’ fees and expenses incurred by the
Holder in any action in connection with this Debenture, including, without
limitation, those incurred: (i) during any workout, attempted workout, and/or in
connection with the rendering of legal advice as to the Holder’s rights,
remedies and obligations, (ii) collecting any sums which become due to the
Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any
proceeding or appeal; or (iv) the protection, preservation or enforcement of any
rights or remedies of the Holder.

     

    Section
11.                    Any
waiver by the Holder of a breach of any provision of this Debenture shall not
operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Debenture. The failure of the
Holder to insist upon strict adherence to any term of this Debenture on one or
more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Debenture. Any waiver must be in writing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Section
12.                    If
any provision of this Debenture is invalid, illegal or unenforceable, the
balance of this Debenture shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances. If it shall be found that any
amount deemed interest due hereunder shall violate applicable laws governing
usury, the applicable rate of interest due hereunder shall automatically be
lowered to equal the maximum permitted rate of interest.  The Obligor
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Obligor from paying all or any portion of the principal
of this Debenture as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
indenture, and the Obligor (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impeded the execution
of any power herein granted to the Holder, but will suffer and permit the
execution of every such as though no such law has been
enacted.

    

     

    Section
13.                    Whenever
any payment or other obligation hereunder shall be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business
Day.

     

    Section
14.                    THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

     

     

    [REMAINDER
OF PAGE INTENTIONLLY LEFT BLANK]

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the
Obligor has caused this Amended and Restated Secured Convertible Debenture to be
duly executed by a duly authorized officer as of the date set forth
above.

     

    
      	 
      	
              IVOICE,
      INC.

            
	 
      	 
      
	 
      	
              By:                                                                

            
	 
      	
              Name:  Jerome
      R. Mahoney

            
	 
      	
              Title:    President
      & CEO

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
“A”

     

    NOTICE OF
CONVERSION

     

    (To
be executed by the Holder in order to convert the Debenture)

     

    


    
      	
              TO:

            	 
      


    

    


    The
undersigned hereby irrevocably elects to convert $ of the principal amount of the above Debenture
into Shares of Class A Common Stock of IVoice, Inc., according to the conditions
stated therein, as of the Conversion Date written below.

     

    
      	
              Conversion
      Date:

            	 
      	 
	
              Amount
      to be converted:

            	
              $                                                                                      

            	 
	
              Amount
      of Debenture unconverted:

            	
              $                                                                                      

            	 
	
              Conversion
      Price per share:

            	
              $                                                                                      

            	 
	
              Number
      of shares of Common Stock to be issued:

            	 
      	 
	
              Please
      issue the shares of Common Stock in the following name and to the
      following address:

            	 
      	 
	
              Issue
      to:

            	 
      	 
	
              Authorized
      Signature:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	
              Phone
      Number:

            	 
      	 
	
              Broker
      DTC Participant Code:

            	 
      	 
	
              Account
      Number: