EXHIBIT 10.2
                                                                    ------------


THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY
STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES
ARE REGISTERED UNDER THE ACT PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH
OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.



                                    DEBENTURE

                           THOMAS PHARMACEUTICAS, LTD.

                        (f/k/a iVoice Acquisition Corp.).

                        10% Secured Convertible Debenture


                               Due January 1, 2013


No. 1A                                                                  $360,000

     This Debenture is issued by Thomas Pharmaceuticals, Ltd. (f/k/a iVoice
Acquisition Corp.), a New Jersey corporation with its principal office located
at 750 Route 34, Matawan, NJ, 07747 (the "Company"), to iVoice, Inc., a New
Jersey Corporation, with its principal office at 750 Route 34, Matawan, NJ,
07747 (together with its permitted successors and assigns, the "Holder")
pursuant to exemptions from registration under the Act.

                                   ARTICLE I.

     Section 1.01 Principal and Interest. For value received, on January 6,
2006, the Company hereby promises to pay to the order of the Holder in lawful
money of the United States of America and in immediately available funds the
principal sum of Three Hundred Sixty Thousand Dollars (US $360,000) on January
1, 2013 (the "Maturity Date"), together with interest, compounded quarterly, on
the unpaid principal of this Debenture at the rate of ten percent (10%) per year
(computed on the basis of a 365-day year and the actual days elapsed) from the
date of this Debenture until paid.

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     Section 1.02 Optional Conversion. The Holder is entitled, at its option, to
convert, and sell on the same day, at any time and from time to time, until
payment in full of this Debenture, all or any part of the principal amount of
the Debenture, plus accrued interest, into shares (the "Conversion Shares") of
the Company's common stock, no par value per share ("Common Stock"), at the
price per share (the "Conversion Price") equal to an amount equal to eighty
percent (80%) of the lowest closing bid price of the Common Stock for the five
(5) trading days immediately preceding the Conversion Date (as defined herein).
This is the "Conversion Price".

     As used herein, "Principal Market" shall mean The National Association of
Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap
Market, or American Stock Exchange. If the Common Stock is not traded on a
Principal Market, the Closing Bid Price shall mean, the reported closing bid
price for the Common Stock, as furnished by the National Association of
Securities Dealers, Inc., for the applicable periods. No fraction of shares or
scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. To
convert this Debenture, the Holder hereof shall deliver written notice thereof,
substantially in the form of Exhibit "A" to this Debenture, with appropriate
insertions (the "Conversion Notice"), to the Company at its address as set forth
herein. The date upon which the conversion shall be effective (the "Conversion
Date") shall be deemed to be the date set forth in the Conversion Notice.

     Section 1.03 Reservation of Common Stock. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of this Debenture, such number of
shares of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price; provided, however, until such time
as the Conversion Price has been fixed, but solely for the purposes of this
Section 1.03 only, the Conversion Price shall be deemed to be $0.002 or, if
there is a trading market for the Common Stock, the lowest bid price for the
preceding thirty (30) days. If at any time the Company does not have a
sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock.

     Section 1.04 Right of Redemption. The Company at its option shall have the
right to redeem, with thirty (30) business days advance written notice (the
"Redemption Notice"), a portion of or all of the outstanding principal sum under
this Debenture. The redemption price shall be equal to one hundred twenty-five
percent (125%) multiplied by the portion of the principal sum being redeemed,
plus any accrued and unpaid interest. Once the Company has issued to the Holder
a Redemption Notice, the Holder may continue to convert this Debenture, in
accordance with Section 1.02 hereof, for the thirty (30) day business period
after the Holder receives the Redemption Notice.

     Section 1.05 Registration Rights. The Company is obligated to register the
resale of the Conversion Shares under the Securities Act of 1933, as amended,
pursuant to the terms of a Shareholders Agreement, between the Company and the
Holder of even date herewith (the "Shareholders Agreement").

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<PAGE>

     Section 1.06 Guaranty. Upon the occurrence of an Event of Default (as
defined in Article III hereto), this Convertible Debenture shall be immediately
due and payable.

     Section 1.07 Interest Payments. The interest so payable will be paid at the
time of maturity or conversion to the person or company in whose name this
Debenture is registered. At the time such interest is payable, the Company, in
its sole discretion, may elect to pay interest in cash (via wire transfer or
certified funds) or in the form of Common Stock. In the event of default, as
described in Article III hereunder, the Holder may elect that the interest be
paid in cash (via wire transfer or certified funds) or in the form of Common
Stock. If paid in the form of Common Stock, the amount of stock to be issued
will be calculated as follows: the value of the stock shall be the closing bid
price on: (i) the date the interest payment is due; or (ii) if the interest
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued. No fractional shares will be issued; therefore, in the event that the
value of the Common Stock per share does not equal the total interest due, the
Company will pay the balance in cash.

     Section 1.08 Paying Agent and Registrar. Initially, the Company will act as
paying agent and registrar. The Company may change any paying agent, registrar,
or Company-registrar by giving the Holder not less than ten (10) business days'
written notice of its election to do so, specifying the name, address, telephone
number and facsimile number of the paying agent or registrar.

     Section 1.09 Security Agreement. This Debenture is secured by a Security
Agreement (the "Security Agreement") of even date herewith between the Company
and the Holder. ARTICLE II.

     Section 2.01 Amendments and Waiver of Default. The Debenture may not be
amended without the consent of the Holder. Notwithstanding the above, without
the consent of the Holder, the Debenture may be amended to cure any ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change that does not adversely affect the rights of
the Holder.

                                  ARTICLE III.

     Section 3.01 Events of Default. 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 of, interest on or other
     charges in respect of this Debenture, free of any claim of subordination,
     as and when the same shall become due and payable and that is not cured
     within ten (10) days of the Company's receipt of written notice from the
     Holder explaining such default in reasonable detail (whether on an
     installment, a Principal Payment Date, an Interest Payment Date, a
     Conversion Date or the Maturity Date or by acceleration or otherwise);

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<PAGE>

     (ii) The Company 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 hereof or the Shareholders
     Agreement, Security Agreement, or the Escrow Agreement which is not cured
     with in the time prescribed;

     (iii) The Company or any subsidiary of the Company shall commence, or there
     shall be commenced against the Company or any subsidiary of the Company
     under any applicable bankruptcy or insolvency laws as now or hereafter in
     effect or any successor thereto, or the Company or any subsidiary of the
     Company 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 Company or any subsidiary of the Company or there
     is commenced against the Company or any subsidiary of the Company any such
     bankruptcy, insolvency or other proceeding which remains undismissed for a
     period of sixty one (61) days; or the Company or any subsidiary of the
     Company is adjudicated insolvent or bankrupt; or any order of relief or
     other order approving any such case or proceeding is entered; or the
     Company or any subsidiary of the Company 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 Company or any subsidiary of
     the Company makes a general assignment for the benefit of creditors; or the
     Company or any subsidiary of the Company 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 Company or any subsidiary of the Company shall call
     a meeting of its creditors with a view to arranging a composition,
     adjustment or restructuring of its debts; or the Company or any subsidiary
     of the Company 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 Company or any subsidiary of the
     Company for the purpose of effecting any of the foregoing;

     (iv) The Company or any subsidiary of the Company 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 Company or any
     subsidiary of the Company in an amount exceeding $20,000, 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) At any time following the time the Company has been quoted for trading
     or listed for trading on the Nasdaq OTC Bulletin Board ("OTC"), Nasdaq
     SmallCap Market, New York Stock Exchange, American Stock Exchange or the
     Nasdaq National Market (each, a "Subsequent Market"), the Common Stock
     shall cease to be so quoted for trading or listed for trading on a
     Subsequent Market") and shall not again be quoted or listed for trading
     thereon within five (5) trading days of such delisting;

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<PAGE>

     (vi) The Company shall fail to file the Initial Registration Statement with
     the Commission (as defined in Section 2(a) of the Investor Rights
     Registration Agreement), or the Initial Registration Statement shall not
     have been declared effective by the Commission, in each case within the
     time periods set forth in the Investor Registration Rights Agreement of
     even date herewith between the Company and the Holder;

     (vii) If the effectiveness of the Initial Registration Statement lapses for
     any reason or the Holder shall not be permitted to resell the shares of
     Common Stock underlying this Debenture under the Initial Registration
     Statement, in either case, for more than five (5) consecutive trading days
     or an aggregate of eight trading days (which need not be consecutive
     trading days);

     (viii) The Company 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 Company 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;

     Section 3.02 Payment on Event of Default. 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, together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become at the
Holder's election, immediately due and payable in cash, provided however, the
Holder may request (but shall have no obligation to request) payment of such
amounts in Common Stock of the Company. Upon the occurrence of an Event of
Default, the Holder may, in its sole discretion, accelerate full repayment of
all debentures outstanding and accrued interest thereon or may convert all
debentures outstanding and held by Holder and accrued interest thereon into
shares of Common Stock at a conversion price equal to the lowest quoted Bid
price of the Company's Common Stock, as quoted by Bloomberg, LP, for the first
five (5) trading days after the Company's Common Stock becomes listed on the OTC
Bulletin Board. The Holder need not provide and the Company 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, the
Holder shall have no obligation to the Company to comply with or adhere to any
limitations, if any, on the conversion of this Debenture or the sale of the
Conversion Shares.

     Section 3.03 Failure to Issue Unrestricted Common Stock. As indicated in
Article III Section 3.01, a breach by the Company of its obligations under the
Shareholders Agreement shall be deemed an Event of Default, which if not cured
within ten (10) days, shall entitle the Holder accelerated full repayment of all
debentures outstanding and held by Holder. The Company acknowledges that failure
to honor a Notice of Conversion shall cause irreparable harm to the Holder.

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<PAGE>

                                   ARTICLE IV.

     Section 4.01 Rights and Terms of Conversion. This Debenture, in whole or in
part, may be converted at any time following the date hereof into shares of
Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

     Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a
part of the Debenture, then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

                                   ARTICLE V.

     Section 5.01 Anti-dilution. In the event that the Company shall at any time
subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.

     Section 5.02 Consent of Holder to Sell Common Stock. If at any time the
Holder does not control a majority of the voting securities of the Company and
so long as any of the principal of or interest on this Note remains unpaid and
unconverted, the Company shall not, without the prior consent of the Holder,
issue or sell (i) any Common Stock without consideration or for a consideration
per share less than its fair market value determined immediately prior to its
issuance, (ii) issue or sell any warrant, option, right, contract, call, or
other security or instrument granting the holder thereof the right to acquire
Common Stock without consideration or for a consideration per share less than
such Common Stock's fair market value determined immediately prior to its
issuance, or (iii) file any registration statement on Form S-8. Holder shall
take no action, without the consent of the holders of a majority of the
Company's Series A Preferred Stock (or the Common Stock that the Series A
Preferred Stock is converted into), that would cause a breach of this Section
5.02.

                                   ARTICLE VI.

     Section 6.01 Notice. All notices or other communications required or
permitted to be given pursuant to this Debenture shall be in writing and shall
be considered as duly given on: (a) the date of delivery, if delivered in person
against written receipt therefor, or by nationally recognized overnight delivery
service or (b) five (5) days after mailing if mailed from within the continental
United States by postage pre-paid certified mail, return receipt requested to
the party entitled to receive the same:

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<PAGE>

If to the Company, to:                   Thomas Pharmaceuticals, Ltd.
                                         c/o iVoice, Inc.
                                         750 Route 34
                                         Matawan, NJ  07747
                                         Attention: Jerry Mahoney
                                         Telephone: 732-441-7700
                                         Facsimile: 732-441-9895

If to the Holder:                        iVoice, Inc.
                                         750 Route 34
                                         Matawan, NJ  07747
                                         Attention: Jerry Mahoney
                                         Telephone: 732-441-7700
                                         Facsimile: 732-441-9895

     Section 6.02 Governing Law. This Debenture shall be deemed to be made under
and shall be construed in accordance with the laws of the State of New Jersey
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the jurisdiction of the U.S. District Court sitting in the
District of the State of New Jersey or the state courts of the State of New
Jersey sitting in Hudson County, 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 6.03 Severability. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise affect any of the other provisions
of this Debenture, which shall remain in full force and effect.

     Section 6.04 Entire Agreement and Amendments. This Debenture represents the
entire agreement between the parties hereto with respect to the subject matter
hereof and there are no representations, warranties or commitments, except as
set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.


IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
executed this Debenture as of the date first written above.

                                         THOMAS PHARMACEUTICALS, LTD.

                                         By: _________________________________
                                         Name:
                                         Title:


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<PAGE>

                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

           (To be executed by the Holder in order to Convert the Note)

TO:

     The undersigned hereby irrevocably elects to convert $ ___________________
of the principal amount of this Debenture into Shares of Common Stock of Thomas
Pharmaceuticals Inc., according to the conditions stated therein, as of the
Conversion Date written below.


Conversion Date:
Applicable Conversion Price:
Signature:
Name:
Address:
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:
Address of Receiving Party:
Social Security Number or Tax
Identification Number of Receiving
Party:


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