AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment dated June 7, 2004 to the Employment  Agreement  originally dated
May 1,  1999  (the  "Agreement")  by and  between  iVoice,  Inc.,  a New  Jersey
corporation,  successor in interest to  iVoice.com,  Inc.,  f/k/a  International
Voice Technologies Corp., a Delaware corporation,  with offices at 750 Route 34,
Matawan,  New Jersey 07747 (the  "Company")  and Jerome  Mahoney,  an individual
residing at ******************** (the "Executive").

         WHEREAS,  the  Company  and the  Executive  mutually  wish to amend the
Agreement;  NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt  sufficiency  of which is  hereby  acknowledged,  the  parties  agree as
follows:

The terms and conditions as set forth below shall amend the Employment Agreement

1. EMPLOYMENT. The Company hereby employs the Executive as Chairman of the Board
of Directors,  Chief  Executive  Officer,  Chief  Financial  Officer if no other
individual  shall  serve in this  position,  Secretary  and  Treasurer,  and the
Executive  hereby accepts such  employment,  subject to the terms and conditions
hereinafter set forth.

2. TERM. The new term of the Executive's  employment hereunder shall commence on
May 1, 2004 and shall continue to April 30, 2009.

3. DUTIES.  The Executive  agrees that the Executive will serve the Company on a
full-time basis faithfully and to the best of his ability as the Chairman of the
Board of Directors, Chief Executive Officer, Chief Financial Officer if no other
individual shall serve in this position, Secretary and Treasurer of the Company,
subject to the general supervision of the Board of Directors of the Company. The
Executive agrees that the Executive will not, during the term of this Agreement,
engage in any other business  activity which  interferes with the performance of
his obligations under this Agreement. The Executive further agrees to serve as a
director of the Company  and/or of any parent,  subsidiary  or  affiliate of the
Company if the Executive is elected to such directorship.

Upon the Date of  Termination,  the  Executive  shall  resign as an officer  and
director of the Company and any of its subsidiaries.

4. COMPENSATION.

(a) In consideration of the services to be rendered by the Executive  hereunder,
including,  without  limitation,  any  services  rendered  by the  Executive  as
director  of the  Company  or of any  parent,  subsidiary  or  affiliate  of the
Company,  the Company agrees to pay the Executive,  and the Executive  agrees to
accept fixed annual  compensation  at the rate Two Hundred and Seventy  Thousand
Dollars ($270,000.00),  subject to all required federal, state and local payroll
deductions, that shall increase on the annual anniversary date of this Amendment
and upon every annual anniversary thereafter, at the rate of ten percent (10%).
<PAGE>

(b) The Executive shall also be entitled to four (4) weeks  vacation,  unlimited
sick leave and fringe benefits,  health insurance,  disability  insurance,  life
insurance,  auto  insurance,  One  Thousand  Dollars  ($1,000.00)  per month for
miscellaneous  unaccountable expenses, a car allowance equal to One Thousand and
Two Hundred  Dollars  ($1,200.00)  per month and an annual bonus,  in accordance
with  Company's  policies and plans in effect,  from time to time, for Executive
officers of the Company.

         All  other  terms of  Section  4  entitled  Compensation  shall  remain
unchanged.

5. COMPENSATION UPON TERMINATION.

(b)(ii) in lieu of any  further  salary  payments to the  Executive  for periods
subsequent  to the Date of  Termination,  except as provided in  Paragraph  5(d)
below,  the  Company  shall pay as  severance  pay to the  Executive  a lump sum
severance payment equal to 300% of an average annual amount actually paid by the
Company or any parent or subsidiary of the Company to the Executive and included
in the Executive's  gross income for services rendered in each of the five prior
calendar  years (or shorter  period during which the  Executive  shall have been
employed by the Company or any parent or subsidiary of the Company), less $100;

(f) ARBITER TO RESOLVE  DISPUTES.  The Arbiter's and the Company's  accountant's
fees shall be borne solely by the Company.  The  Executive's  accountant's  fees
shall be borne by the Executive.

(j)  ADDITIONAL  FRINGE  BENEFITS.  If  the  Executive's   employment  shall  be
terminated  by the Company  other than for  Termination  for Cause,  Retirement,
Death or  Disability  or by the  Executive  within three years after a Change in
Control of the Company for Good  Reason,  then for an (8) year period after such
termination,  the  Company  shall  arrange to provide the  Executive  with life,
disability,  Health and accident  insurance  benefits  substantially  similar to
those  that the  Executive  was  receiving  immediately  prior to the  Notice of
Termination.  In addition to the  benefits set forth  above,  the Company  shall
reimburse  the  Executive  for the cost of  leasing,  insuring  and  maintaining
(including the cost of fuel) a luxury  automobile of the Executive's  choice not
to exceed  $2,000.00  per month during the eight (8) year period  following  the
Executive's termination.

                  Benefits  otherwise  receivable by the  Executive  pursuant to
this  Paragraph  5(j) shall be reduced to the  extent  comparable  benefits  are
otherwise  received by the Executive  during the three (3) year period following
the  Executive's  termination  and any such benefits  otherwise  received by the
Executive shall be reported to the Company.

         All other  terms of Section 5 entitled  Compensation  Upon  Termination
shall remain unchanged.
<PAGE>

7.       NON-DISCLOSURE OF CONFIDENTIAL INFORMATION AND NON- COMPETITION (a)

                  A. At any time during his  employment  by the Company or after
the  Executive  ceases to be employed by the  Company,  divulge to any  persons,
firms  or  corporations,   other  than  the  Company  (hereinafter  referred  to
collectively  as "third  parties"),  or use or allow or cause or  authorize  any
third parties to use, any such confidential information; and

                  B. At any time during his  employment by the Company and for a
period of three  (3) years  after the  Executive  ceases to be  employed  by the
Company,  solicit or cause or authorize  directly or indirectly to be solicited,
for or on behalf of the Executive or third  parties,  any business from persons,
firms,  corporations  or other entities who were at any time within one (1) year
prior to the cessation of his  employment  hereunder,  customers of the Company;
and

                  C. At any time during his  employment by the Company and for a
period of three  (3) years  after the  Executive  ceases to be  employed  by the
Company, accept or cause or authorize directly or indirectly to be accepted, for
or on behalf of the  Executive  or third  parties,  any  business  from any such
customers of this Company; and

                  D. At any time during his  employment by the Company and for a
period of three  (3) years  after the  Executive  ceases to be  employed  by the
Company,  solicit or cause or authorize  directly or  indirectly to be solicited
for employment,  for or on behalf of the Executive or third parties, any persons
(excluding any individuals  residing in the same immediate  primary residence as
the Executive,  and/or the  Executive's  immediate  family) who were at any time
within one year prior to the cessation of his employment hereunder, employees of
the Company; and

                  E. At any time during his  employment by the Company and for a
period of three  (3) years  after the  Executive  ceases to be  employed  by the
Company, employ or cause or authorize directly or indirectly to be employed, for
or on  behalf of the  Executive  or third  parties,  any such  employees  of the
Company; and

                  F. At any time during his  employment by the Company and for a
period of three  (3) years  after the  Executive  ceases to be  employed  by the
Company,  compete  with the  Company in any  fashion or work for,  advise,  be a
consultant  to or an  officer,  director,  agent  or  employee  of or  otherwise
associate with any person, firm, corporation or other entity which is engaged in
or plans to engage in a business or activity which competes with any business or
activity  engaged  in by the  Company,  or which is  under  development  or in a
planning stage by the Company.

                  Notwithstanding   the  above,  should  the  Executive  not  be
receiving  compensation  from the Company  either in a lump sum, or on a regular
basis for a period at least equal to one (1) year,  (8) years,  or life,  as set
forth in this Agreement  following his Date of Termination,  then  Subparagraphs
7(C),  7(E) and 7(F) shall be  ineffective.  Additionally,  Subparagraphs  7(C),
7(D),  and  7(E)  shall  be  ineffective  as it  relates  to the  spouse  of the
Executive.

         All other terms of Section 7 entitled  Non-Disclosure  of  Confidential
Information and Non-Competition shall remain unchanged.
<PAGE>

8.       CHANGE IN CONTROL.

         (c)

         C. the  relocation of the Company's  principal  executive  offices to a
location  which is more  than a  twenty-five  (25)  radius  from  the  Company's
executive  offices on the date hereof, or the Company requiring the Executive to
be based anywhere other than the Company's principal  executive offices,  except
for  required  travel  on the  Company's  business  to an  extent  substantially
consistent with the Executive's  present  business  travel  obligations,  or the
adverse and substantial alteration of the office space or secretarial or support
services  provided  to the  Executive  for the  performance  of the  Executive's
duties;

         All other terms of Section 8 entitled  Change in Control  shall  remain
unchanged.

All of other terms of this  Agreement  shall remain if full force and effect and
shall remain unchanged.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date written below:

IVOICE, INC.

By:  /s/ Jerome Mahoney                    Dated:   June 7, 2004
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Title:   President and CEO





JEROME MAHONEY

By:  /s/ Jerome Mahoney                    Dated:   June 7, 2004
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