ex10-1.htm

Exhibit 10.1


     

    SETTLEMENT
AGREEMENT

    


    THIS SETTLEMENT AGREEMENT
dated as of November 12, 2009 (this “Settlement Agreement”) by and
between YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital Partners,
LP (“Investor”), and
IVOICE, INC. (“Company”).

    


    Background

    


    Investor
and Company have entered into certain financing arrangements evidenced by, among
other things, the following documents, instruments, and agreements (hereinafter,
collectively, together with all other documents, instruments, and agreements
executed in connection therewith or related thereto, the “Financing
Documents”):

    


    
      	
              (a)  

            	
              Securities
      Purchase Agreement dated as of May 25, 2006 by and between Investor and
      Company (as amended, restated, modified, supplemented and/or amended and
      restated from time to time, the “SPA”);

            


    

     

    
      	
              (b)  

            	
              Investor
      Registration Rights Agreement dated as of May 25, 2006 by and between
      Investor and Company (as amended, restated, modified, supplemented and/or
      amended and restated from time to
time);

            


    

     

    
      	
              (c)  

            	
              Secured
      Convertible Debenture dated May 25, 2006, issued by Company to Investor
      pursuant to the SPA in the original principal amount of $1,250,000 (as
      amended, restated, modified, supplemented and/or amended and restated from
      time to time, the  “May 2006 CCP-1
      Debenture”);

            


    

     

    
      	
              (d)  

            	
              Secured
      Convertible Debenture dated May 11, 2006, issued by Company to Investor
      pursuant to the SPA in the original principal amount of $5,544,110 (as
      amended, restated, modified, supplemented and/or amended and restated from
      time to time, the  “May 2006 CCP-2
      Debenture”);

            


    

     

    
      	
              (e)  

            	
              Secured
      Convertible Debenture dated May 11, 2006, issued by Company to Investor
      pursuant to the SPA in the original principal amount of $503,776 (as
      amended, restated, modified, supplemented and/or amended and restated from
      time to time, the  “May 2006 CCP-3
      Debenture”);

            


    

     

    
      	
              (f)  

            	
              Amended
      and Restated Security Agreement entered into and made effective as of May
      25, 2006 by and between Investor and Company (as amended, restated,
      modified, supplemented and/or amended and restated from time to time, the
      “Security
      Agreement”);

            


    

     

    
      	
              (g)  

            	
              Warrant
      to Purchase Common Stock dated May 25, 2006, Warrant No. CCP-001 issued by
      the Company to Investor (“Warrant
      CCP-1”);

            


    

     

    
      	
              (h)  

            	
              Warrant
      to Purchase Common Stock dated May 25, 2006, Warrant No. CCP-002 issued by
      the Company to Investor (“Warrant CCP-2”);
      and

            


    

     

    
      	
              (i)  

            	
              Warrant
      to Purchase Common Stock dated May 25, 2006, Warrant No. CCP-003 issued by
      the Company to Investor (“Warrant CCP-3” and,
      collectively, with Warrant CCP-1 and Warrant CCP-2, the “Warrants”).

            


    

     

    Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth in the Debentures and the other Financing Documents.

    


    The
Company has paid in full all amounts outstanding under the May 2006 CCP-3
Debenture.  The Company acknowledges and agrees that, in accordance
with the terms and conditions of the May 2006 CCP-1 Debenture, May 2006 CCP-2
Debenture and the other Financing Documents, it is liable to Investor as
follows:  (a) $1,166,900.00, the aggregate principal amount
outstanding under the May 2006 CCP-1 Debenture as of September 14, 2009, (b)
$439,308.33, the accrued and unpaid interest under the May 2006 CCP-1 Debenture
as of September 14, 2009, (c) $811,491.02, the accrued and unpaid interest under
the May 2006 CCP-2 Debenture as of September 14, 2009 and (d) all interest
accruing upon the aggregate unpaid balances under the May 2006 CCP-1 Debenture
and May 2006 CCP-2 Debenture from and after September 14, 2009, and all fees,
costs, expenses, and costs of collection (including attorneys’ fees and
expenses) heretofore or hereafter accrued or incurred by Investor in connection
with the Financing Documents, including, without limitation, all attorney’s fees
and expenses incurred in connection with the negotiation and preparation of this
Settlement Agreement and all documents, instruments, and agreements incidental
hereto (hereinafter, collectively, the “Settlement
Documents”).

    


    The
Company has requested Investor agree, and Investor has agreed, subject to the
terms and conditions set forth in this Settlement Agreement, to, among other
things, (a) permit the Company to issue to Investor a convertible debenture that
amends and restates in its entirety the May 2006 CCP-1 Debenture, (b) forgive
all accrued and unpaid interest under the May 2006 CCP-2 Debenture, (c) release
its liens on certain Pledged Property and (d) terminate the
Warrants.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Accordingly,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby agreed by and between Investor and Company as
follows:

     

    Agreement

    


    
      	
              1.  

            	
              Company
      shall (a) pay to Investor an amount equal to Five Hundred Thousand Dollars
      ($500,000) in cash in accordance with the wire transfer instructions set
      forth below (the “Cash
      Payment”) and (b) issue to Investor an amended and restated
      convertible debenture, substantially in the form of the Amended and
      Restated Convertible Debenture attached hereto as Exhibit A (the “Amended and Restated No. IVOI-1
      Debenture”), which Amended and Restated No. IVOI-1 Debenture shall
      amend and restate in its entirety the May 2006 CCP-1
      Debenture.

            


    

     

    Investor
shall (a) forgive all accrued and unpaid interest under the May 2006 CCP-2
Debenture, (b) release its security interest on certain Pledged Property and (c)
terminate the Warrants.

     

    Company
shall make the Cash Payment by way of wire transfer of immediately available
funds directed as follows:

    
    

     

    
      	 	 Bank
      Name:   	Wachovia
    Bank
	 	 	Downtown Financial
      Center
	 	 	101 Hudson Street,
      NJ1022
	 	 	Jersey City, NJ
      07302
	 	 	Tel.
      201-226-3040
	 	 	Contact:  Michael
      Reynolds
	 	ABA Routing
      No.:	031201467
	 	Account
      No.:  	2000031475547
	 	Beneficiary:  	YA Global
      Investments, L.P.


    

     

    Mutual
Release

    


    
      	
              2.  

            	
              Company
      hereby acknowledges and agrees that it has no offsets, defenses, claims,
      or counterclaims against Investor, its general partner, and its investment
      manager, and each of their respective agents, servants, attorneys,
      advisors, officers, directors, employees, affiliates, representatives,
      investors, partners, members, managers, predecessors, successors, and
      assigns (collectively, the “Investor Parties”) with
      respect to the Obligations, or otherwise, and that if Company now has, or
      ever did have, any offsets, defenses, claims, or counterclaims against
      Investor Parties, or any one of them, whether known or unknown, at law or
      in equity, from the beginning of the world through and including the
      Closing Date, all of them are hereby expressly WAIVED, and Company
      hereby RELEASES
      Investor Parties from any liability
therefor.

            


    

     

    Investor
hereby acknowledges and agrees that it has no offsets, defenses, claims, or
counterclaims against Company, and each of its respective agents, servants,
attorneys, advisors, officers, directors, employees, affiliates,
representatives, investors, partners, members, managers, predecessors,
successors, and assigns (collectively, the “Company Parties”) with respect
to the Obligations, or otherwise, and that if Investor now has, or ever did
have, any offsets, defenses, claims, or counterclaims against Company Parties,
or any one of them, whether known or unknown, at law or in equity, from the
beginning of the world through and including the Closing Date, all of them are
hereby expressly WAIVED,
and Investor hereby RELEASES Company Parties from
any liability therefor.

     

    Ratification of Financing
Documents; Cross-Default; Further Assurances

    


    
      	
              3.  

            	
              Company:

            


    

     

    
      	
              a.  

            	
              Hereby
      ratifies, confirms, and reaffirms all and singular the terms and
      conditions of the Financing Documents.  Company further
      acknowledges and agrees that except as specifically amended in this
      Settlement Agreement and the other Settlement Documents, all terms and
      conditions of the Financing Documents and related instruments and
      agreements shall remain in full force and
  effect;

            


    

     

    
      	
              b.  

            	
              Hereby
      ratifies, confirms, and reaffirms that the occurrence of a default and/or
      event of default under any Financing Document shall constitute a default
      and/or event of default under all of the Financing Documents, it being the
      express intent of Company that all Financing Documents be cross-defaulted;
      and

            


    

     

    
      	
              c.  

            	
              Shall,
      from and after the execution of this Settlement Agreement, execute and
      deliver to Investor whatever additional documents, instruments, and
      agreements that Investor may reasonably require in order to correct any
      document deficiencies, or to vest the Financing Documents therein or
      herein more securely in Investor and/or to otherwise give effect to the
      terms and conditions of this Settlement
  Agreement.

            


    

     

    
      	
               
      

            	
              Lien Release; Further
      Assurances

            


    

     

    
      	
              4.  

            	
              Investor
      hereby acknowledges and agrees that effective on the Closing Date, other
      than the security interest and lien granted by the Company to the Investor
      with respect to that certain 10% Secured Convertible Debenture dated
      January 6, 2006 issued by Thomas Pharmaceuticals, Ltd. to the Company in
      the original principal amount of $360,000 and all documents, instruments
      and agreements related thereto (collectively, the “Thomas Debt
      Instruments”), all security interests and liens on any and all
      assets of Company granted to Investor under the Security Agreement and the
      other Financing Documents are hereby terminated and
      released.  To effectuate the release of liens and security
      interests granted under the Security Agreement and the other Financing
      Documents, Investor agrees to execute and deliver to Company, at Company’s
      sole cost and expense, such instruments or documents, including, without
      limitation, releases, discharges, UCC-3 amendments, mortgage releases and
      similar documents as Company may reasonably request, and to deliver any
      pledged securities in Investor’s possession to
  Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Affirmative
      Covenants

            


    

     

    
      	
              5.  

            	
              Existence, Properties,
      Etc.  The Company shall do, or cause to be done, all
      things, or proceed with due diligence with any actions or courses of
      action, that may be reasonably necessary (i) to maintain the
      Company’s due organization, valid existence and good standing under the
      laws of its state of incorporation, and (ii) to preserve and keep in
      full force and effect all qualifications, licenses and registrations in
      those jurisdictions in which the failure to do so could have a Material
      Adverse Effect (as defined below); and (b) the Company shall not do,
      or cause to be done, any act impairing the Company’s corporate power or
      authority (i) to carry on the Company’s business as now conducted,
      and (ii) to execute or deliver this Agreement or any other document
      delivered in connection herewith required by the Investor to which it is
      or will be a party, or perform any of its obligations hereunder or
      thereunder.  For purpose of this Agreement, the term “Material Adverse Effect”
      shall mean any material and adverse affect, whether individually or in the
      aggregate, upon (a) the Company’s assets, business, operations,
      properties or condition, financial or otherwise and (b) the Company’s
      ability to make payment as and when due of all or any part of the
      obligations under the terms and conditions of the Financing Documents
      and/or Settlement Documents, as
applicable.

            


    

     

    
      	
              6.  

            	
              Maintenance.  The
      Company shall maintain its books, accounts and records in accordance with
      generally accepted accounting principles consistently applied, and permit
      the Investor, its officers and employees and any professionals designated
      by the Investor in writing, at any time to visit and inspect any of its
      properties, corporate books and financial records, and to discuss its
      accounts, affairs and finances with any employee, officer or director
      thereof.

            


    

     

    
      	
              7.  

            	
              Payment of Debts,
      Taxes, Etc.  The Company shall pay, or cause to be paid,
      all of its indebtedness and other liabilities and perform, or cause to be
      performed, all of its obligations in accordance with the respective terms
      thereof, and pay and discharge, or cause to be paid or discharged, all
      taxes, assessments and other governmental charges and levies imposed upon
      it, upon any of its assets and properties on or before the last day on
      which the same may be paid without penalty, as well as pay all other
      lawful claims (whether for services, labor, materials, supplies or
      otherwise) as and when due.

            


    

     

    
      	
              8.  

            	
              Taxes and Assessments;
      Tax Indemnity.  The Company shall (a) file all tax
      returns and appropriate schedules thereto that are required to be filed
      under applicable law, prior to the date of delinquency, (b) pay and
      discharge all taxes, assessments and governmental charges or levies
      imposed upon the Company, upon its income and profits or upon any
      properties belonging to it, prior to the date on which penalties attach
      thereto, and (c) pay all taxes, assessments and governmental charges
      or levies that, if unpaid, might become a lien or charge upon any of its
      properties; provided,
      however, that the Company in good faith may contest any such tax,
      assessment, governmental charge or levy described in the foregoing clauses
      (b) and (c) so long as appropriate reserves are maintained with respect
      thereto.

            


    

     

    
      	
              9.  

            	
              Compliance with Law
      and Other Agreements.  The Company shall maintain its
      business operations and property owned or used in connection therewith in
      compliance with (a) all applicable federal, state and local laws,
      regulations and ordinances governing such business operations and the use
      and ownership of such property, and (b) all agreements, licenses,
      franchises, indentures and mortgages to which the Company is a party or by
      which the Company or any of its properties is bound.  Without
      limiting the foregoing, the Company shall pay all of its indebtedness
      promptly in accordance with the terms
thereof.

            


    

     

    
      	
              10.  

            	
              Conduct of
      Business.  The Company will continue to engage, in an
      efficient and economical manner, in a business of the same general type as
      conducted by it on the date of this Settlement
  Agreement.

            


    

     

    
      	
              11.  

            	
              Notice of
      Default.  The Company shall give written notice to the
      Investor of the occurrence of any default or Event of Default under the
      Transaction Documents and/or Settlement Documents, as applicable, or any
      other agreement of the Company for the payment of money, promptly upon the
      occurrence thereof.

            


    

     

    
      	
              12.  

            	
              Notice of
      Litigation.  The Company shall give notice, in writing,
      to the Investor of (a) any actions, suits or proceedings wherein the
      amount at issue is in excess of $50,000, instituted by any persons against
      the Company, or affecting any of the assets of the Company, and
      (b) any dispute, not resolved within fifteen (15) days of the
      commencement thereof, between the Company on the one hand and any
      governmental or regulatory body on the other hand, which might reasonably
      be expected to have a Material Adverse Effect on the business operations
      or financial condition of the
Company.

            


    

     

    
      	
              13.  

            	
              Deliver of Thomas Debt
      Instruments.  The Company shall, within 14 days of the
      date hereof, deliver to the Investor, as collateral security, the Thomas
      Debt Instruments with original
signatures.

            


    

     

    
      	
              14.  

            	
              Deliver of
      Debentures/Warrants.  The Investor shall, within 14 days
      of the date hereof, deliver to the Company the following documents with
      original signatures marked “terminated:”  (a) May 2006 CCP-2
      Debenture, (b) May 2006 CCP-3 Debenture, (c) Warrant CCP-1, (d) Warrant
      CCP-2 and (e) Warrant CCP-3.  In addition, the Investor shall,
      within 14 days of the date hereof, deliver to the Company the May 2006
      CCP-1 Debenture with an original signature marked “amended and
      restated.”

            


    

     

    
      	
              15.  

            	
              Delivery of Legal
      Opinion.  The Company shall, within 5 days of the date
      hereof, deliver to the Investor a legal opinion providing, among other
      things, (a) that for purposes of Rule 144 (promulgated under the
      Securities Act of 1933, as amended), the holding period of the Amended and
      Restated No. IVOI-1 Debenture includes the holding period of the May 2006
      CCP-1 Debenture, and that the Investor is not giving any new consideration
      as such term is defined in connection with Rule 144, (b) the Amended and
      Restated No. IVOI-1 Debenture is issued in accordance with applicable
      federal securities laws and the Company’s governing documents and (c) the
      shares of Common Stock issued in connection with the conversion of the
      Amended and Restated No. IVOI-1 Debenture may be issued in accordance with
      applicable federal securities laws without restrictive legend and may be
      freely sold by the Investor without restrictive legend, provided that the
      Investor’s does not hold the status of an affiliate of the Company as
      defined in Rule 144.  and has provided the Company’s legal
      counsel with the appropriate representation letter affirmatively stating
      that the Investor is not an affiliate of the Company as defined in Rule
      144.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Negative
      Covenant

            


    

     

    
      	
              16.  

            	
              Without
      the prior express written consent of the Investor, the Company shall
      not:  (a) Amend its Certificate of Incorporation or
      By-Laws; (b) be a party to any merger, consolidation or corporate
      reorganization, unless the transaction results in the shareholders of the
      Company immediately prior to the contemplated transaction retaining at
      least a majority of the shares of outstanding voting Common Stock of the
      Company immediately subsequent to the consummation of the transaction; or
      (c)  acquire all or substantially all of the assets or stock of, or
      any partnership or joint venture interest in, any other person, firm or
      entity, unless the transaction results in the shareholders of the Company
      immediately prior to the contemplated transaction retaining at least a
      majority of the shares of outstanding voting Common Stock of the Company
      immediately subsequent to the consummation of the
      transaction.  Notwithstanding anything to the contrary contained
      herein, (i) the Company may issue Common Stock issuable pursuant to (x)
      that certain iVoice, Inc. 2005 Stock Incentive Plan, (y) that certain
      iVoice, Inc. 2008 Directors’ and Officers’ Stock Incentive Plan and (z)
      the Class B Common Stock, $.01 par value per share, (ii) the Company may
      issue an equity security pursuant to an agreement to acquire another
      entity or merge with another entity into the Company or a subsidiary of
      the Company whereby (x) the shareholders of the Company immediately prior
      to the consummation of the contemplated transaction retain a majority of
      the outstanding Common Stock shares of the Company immediately subsequent
      to the consummation of the transaction or (y) the Company holds a majority
      of the outstanding Common Stock shares of the subsidiary company
      immediately subsequent to the consummation of the transaction and (iii)
      the Company may consummate a transaction whereby the other party to the
      transaction may accumulate a majority of the outstanding voting Common
      Stock of the Company based upon revenue performance (i.e., an earn-out)
      over time.

            


    

     

    Conditions
Precedent

    


    
      	
              17.  

            	
              The
      agreements contained herein shall not be effective unless and until each
      of the following conditions precedent have been fulfilled, all as
      determined by Investor in its reasonable discretion (the date on which all
      conditions precedent have been fulfilled, as determined by Investor in its
      reasonable discretion, the “Closing
      Date”).

            


    

     

    
      	
              a.  

            	
              Investor
      shall have received the Cash Payment in accordance with Section 1
      hereto;

            


    

     

    
      	
              b.  

            	
              Company
      shall execute and deliver to the Investor the Amended and Restated No.
      IVOI-1 Debenture and the Amended and Restated No. IVOI-1 Debenture shall
      be in full force and effect;

            


    

     

    
      	
              c.  

            	
              Company
      and Investor shall enter into a Second Amendment to Amended and Restated
      Security Agreement pursuant to which, among other things, the definition
      of Pledged Property shall be amended to reflect the release of liens and
      security interests contemplated by this Settlement
    Agreement;

            


    

     

    
      	
              d.  

            	
              All
      action on the part of Company necessary for the valid execution, delivery,
      and performance by Company of this Settlement Agreement and the other
      Settlement Documents shall have been duly and effectively taken, and
      Investor shall have received from Company: (i) copies, certified by a duly
      authorized officer of Company to be true and complete as of the date
      hereof, of each of (a) the governing documents of Company as in effect on
      the date hereof, (b) the resolutions of Company authorizing the execution
      and delivery of this Settlement Agreement, the other documents executed in
      connection herewith and the Company’s performance of all of the
      transactions contemplated hereby, and (c) an incumbency certificate giving
      the name and bearing a specimen signature of each individual who shall be
      so authorized; and (ii) such other evidence satisfactory to Investor that
      all such actions on the part of Company have been duly and effectively
      taken;

            


    

     

    
      	
              e.  

            	
              This
      Settlement Agreement, and the other Settlement Documents, shall be
      executed and delivered to Investor by the parties thereto, shall be in
      full force and effect and shall be in a form and substance satisfactory to
      Investor.

            


    

     

    Costs and
Expenses

    


    
      	
              18.  

            	
              Company
      shall reimburse Investor on demand for any and all unreimbursed costs,
      expenses, and costs of collection (including attorneys’ fees and expenses)
      heretofore or hereafter incurred by Investor in connection with the
      protection, preservation, and enforcement by Investor of its rights and
      remedies under the Financing Documents, this Settlement Agreement and/or
      the other Settlement Documents, provided, however, notwithstanding
      anything to the contrary contained herein or in any of the Financing
      Documents, each party shall bear its own costs with respect to the
      negotiation and preparation of this Settlement Agreement and the other
      Settlement Documents.

            


    

     

    Representations, Warranties,
and Covenants

    


    
      	
              19.  

            	
              Company
      hereby represents, warrants, and covenants to Investor as
      follows:

            


    

     

    
      	
              a.  

            	
              The
      execution and delivery of this Settlement Agreement and the other
      Settlement Documents by Company and the performance by Company of its
      obligations and agreements under this Settlement Agreement, the other
      Settlement Documents and the Financing Documents are within the authority
      of Company, have been duly authorized by all necessary corporate
      proceedings, if applicable, on behalf of Company, and do not and will not
      contravene any provision of law, statute, rule or regulation to which
      Company is subject or, if applicable, any of Company’s charter, other
      organization papers, by-laws or any stock provision or any amendment
      thereof or of any agreement or other instrument binding upon
      Company.

            


    

     

    
      	
              b.  

            	
              This
      Settlement Agreement, the other Settlement Documents and the Financing
      Documents constitute legal, valid and binding obligations of Company,
      enforceable in accordance with their respective
  terms.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              c.  

            	
              No
      approval or consent of, or filing with, any governmental agency or
      authority is required to make valid and legally binding the execution,
      delivery or performance by Company of this Settlement Agreement, the other
      Settlement Documents or any of the Financing
  Documents.

            


    

     

    
      	
              d.  

            	
              Company
      has performed and complied in all material respects with all terms and
      conditions herein required to be performed or complied with by Company
      prior to or at the time hereof, and as of the date hereof, to the best
      knowledge of Company, no default and/or event of default has occurred and
      is continuing under any of the Financing
  Documents.

            


    

     

    
      	
              e.  

            	
              The
      representations and warranties contained in the Settlement Documents and
      the Financing Documents were true and correct in all material respects at
      and as of the date made and are true and correct as of the date hereof,
      except to the extent of changes occurring in the ordinary course of
      business that singly or in the aggregate are not materially adverse, and
      to the extent that such representations and warranties relate expressly to
      an earlier date.

            


    

     

    
      	
              f.  

            	
              Company
      has read and understands each of the terms and conditions of this
      Settlement Agreement and the other Settlement Documents and confirms that
      it is entering into this Settlement Agreement and the other Settlement
      Documents freely and voluntarily, without duress, after having had an
      opportunity for consultation with independent counsel of its own
      selection, and not in reliance upon any representations, warranties, or
      agreements made by Investor and not set forth in this Settlement Agreement
      or the other Settlement Documents.

            


    

     

    
      	
              g.  

            	
              The
      Amended and Restated No. IVOI-1 Debenture is being issued solely in
      exchange for the May 2006 CCP-1 Debenture and that for the purposes of
      Rule 144, the Amended and Restated No. IVOI-1 Debenture shall be deemed to
      have been acquired at the same time as the surrendered May 2006 CCP-1
      Debenture, which is May 25, 2006, more than one year prior to the date
      hereof.

            


    

     

    Notices

     

    
      	
              20.  

            	
              Any
      communication between Investor and Company shall be made in accordance
      with the Financing Documents.

            


    

     

    Jury Trial
Waiver

    


    
      	
              21.  

            	
              Company
      and Investor hereby make the following waiver knowingly, voluntarily, and
      intentionally, and understand that the other, in entering into this
      Settlement Agreement, is relying on such a waiver:  COMPANY AND
      INVESTOR EACH HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE RIGHT TO A
      JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE OTHER BECOMES A
      PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST SUCH
      PARTY OR IN WHICH SUCH PARTY IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
      CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN
      COMPANY, OR ANY OTHER PERSON, AND
INVESTOR.

            


    

     

    Entire
Agreement

    


    
      	
              22.  

            	
              This
      Settlement Agreement shall be binding upon Company and Company’s
      employees, representatives, successors, and assigns, and shall inure to
      the benefit of Investor and Investor’s successors and
      assigns.  This Settlement Agreement and the other Settlement
      Documents incorporate all of the discussions and negotiations between
      Company and Investor, either expressed or implied, concerning the matters
      included herein and in such other documents, instruments and agreements,
      any statute, custom, or usage to the contrary
      notwithstanding.  No such discussions or negotiations shall
      limit, modify, or otherwise affect the provisions hereof.  No
      modification, amendment, or waiver of any provision of this Settlement
      Agreement, or any provision of any other document, instrument, or
      agreement between Company and Investor shall be effective unless executed
      in writing by the party to be charged with such modification, amendment,
      or waiver, and if such party be Investor, then by a duly authorized
      officer thereof.

            


    

     

    Construction of
Agreement

    


    
      	
              23.  

            	
              In
      connection with the interpretation of this Settlement Agreement and the
      other Settlement Documents:

            


    

     

    
      	
              a.  

            	
              All
      rights and obligations hereunder and thereunder, including matters of
      construction, validity, and performance, shall be governed by and
      construed in accordance with the law of the State of New Jersey and are
      intended to take effect as sealed
instruments.

            


    

     

    
      	
              b.  

            	
              The
      captions of this Settlement Agreement are for convenience purposes only,
      and shall not be used in construing the intent of Investor and Company
      under this Settlement Agreement.

            


    

     

    
      	
              c.  

            	
              In
      the event of any inconsistency between the provisions of this Settlement
      Agreement and any other document, instrument, or agreement entered into by
      and between Investor and Company, the provisions of this Settlement
      Agreement shall govern and control.

            


    

     

    
      	
              d.  

            	
              Investor
      and Company have prepared this Settlement Agreement and the other
      Settlement Documents with the aid and assistance of their respective
      counsel.  Accordingly, all of them shall be deemed to have been
      drafted by Investor and Company and shall not be construed against either
      Investor or Company.

            


    

     

    Illegality or
Unenforceability

    


    
      	
              24.  

            	
              Any
      determination that any provision or application of this Settlement
      Agreement is invalid, illegal, or unenforceable in any respect, or in any
      instance, shall not affect the validity, legality, or enforceability of
      any such provision in any other instance, or the validity, legality, or
      enforceability of any other provision of this Settlement
      Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Counterparts

    


    
      	
              25.  

            	
              This
      Settlement Agreement may be executed in multiple identical counterparts,
      each of which when duly executed shall be deemed an original, and all of
      which shall be construed together as one agreement.  This
      Settlement Agreement will not be binding on or constitute evidence of a
      contract between the parties hereto until such time as a counterpart has
      been executed by such party and a copy thereof is delivered to each other
      party to this Settlement Agreement.

            


    

     

    
 

     

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    IN WITNESS WHEREOF, this
Settlement Agreement has been executed as of the date first set forth
above.

    


    YA
GLOBAL INVESTMENTS,
L.P.,                                                                           IVOICE,
INC.

    f/k/a
Cornell Capital Partners, LP

    


    By: Yorkville
Advisors, LLC,
its                                                                           By:______________________________

    Investment
Manager                                                                                                                 
  duly authorized

                      
          Name:

                                
Title:

    By:______________________________

                        
duly
authorized

    Name:

    Title:

     
 

    


    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
“A”

    Amended
and Restated No. IVOI-1 Debenture