Exhibit 10.4

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 OR THE SECURITIES COMMISSION OF ANY STATE. THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER
REGULATION D PROMULGATED 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 REGULATION D OR
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


                           IVOICE ACQUISITION 1, INC.


                            5% Convertible Debenture


                              Due January ___, 2005


No.  ___                                                          $__________

         This Debenture is issued by iVOICE ACQUISITION 1, INC., a Delaware
corporation (the "Company"), to ____________________________ (together with its
permitted successors and assigns, the "Holder") pursuant to exemptions from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

     Section 1.01 Principal and Interest. For value received, on
________________ ___, 2003, 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 __________________(US $________), together
with interest on the unpaid principal of this Debenture at the rate of five
percent (5%) per year (computed on the basis of a 365-day year and the actual
days elapsed) from the date of this Debenture until paid. At the Company's
option, the entire principal amount and all accrued interest shall be either (a)
paid to the Holder on the second (2nd) year anniversary from the date hereof or
(b) converted in accordance with Section 1.02 herein.

<PAGE>

     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, par value $0.0001 per share ("Common Stock"), at the
price per share (the "Conversion Price") equal to either (a) an amount equal to
one hundred twenty percent (120%) of the closing bid price of the Common Stock
as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P.
(the "Closing Bid Price") as of the date hereof, or (b) an amount equal to
eighty percent (80%) of the average of the four (4) lowest Closing Bid Prices of
the Common Stock for the five (5) trading days immediately preceding the
Conversion Date (as defined herein). Subparagraphs (a) and (b) above are
individually referred to as a "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. 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
percent (120%) 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, provided that the closing bid
price of the Company's Common Stock the day prior to the Conversion Date as
specified in the Conversion Notice is greater than the Closing Bid Price of the
Company's Common Stock on the Closing Date.

In the event the Company exercises its right of a redemption of either all or a
portion of the principal sum outstanding under this Debenture, as provided for
in this section, the Company shall issue to the Holder a warrant (the "Warrant")
to purchase ten thousand (10,000) shares of the Company's Common Stock for every
One Hundred Thousand Dollars ($100,000) of principal sum redeemed by the
Company, provided the Holder shall receive a pro rata portion of Warrants if the
Company redeems less than One Hundred Thousand Dollars ($100,000). The Warrant
shall be exercisable for cash consideration only and have an exercise price of
one hundred twenty percent (120%) of the closing bid price for a period of two
(2) years from the issuance of the Warrant. The Warrant shall have "piggy-back"
registration rights, shall be exercised on a "cash-basis".


                                       2
<PAGE>

     Section 1.04 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 Registration Rights Agreement, between the Company
and the Holder of even date herewith (the "Investor Registration Rights
Agreement").


     Section 1.05 Guaranty. In the event of default and/or on non-performance
pursuant to the Securities Purchase Agreement, Registration Rights Agreement,
this Convertible Debenture, the Escrow Agreement, or the Transfer Agent
Agreement, this Convertible Debenture shall be immediately due and payable and
repayment shall be guaranteed pursuant to the Guaranty Agreement dated the date.


     Section 1.06 Interest Payments. The interest so payable will be paid at the
time of maturity or conversion to the person 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 Section 3.01 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 1.07 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. The Company may
act in any such capacity.

     Section 1.08 Subordinated Nature of Debenture. This Debenture and all
payments hereon, including principal or interest, shall be subordinate and
junior in right of payment to all accounts payable of the Company incurred in
the ordinary course of business and/or bank debt of the Company not to exceed
$250,000.


                                       3
<PAGE>

                                  ARTICLE II.

     Section 2.01 Amendments and Waiver of Default. The Debenture may not be
amended with 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 is defined as follows:
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture; (b) failure by the Company to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Securities Purchase Agreement; (c) failure by the Company's transfer agent to
issue Common Stock to the Holder within ten (10) days of the Company's receipt
of the attached Notice of Conversion from Holder; (d) failure by the Company for
ten (10) days after notice to it to comply with any of its other agreements in
the Debenture; (e) events of bankruptcy or insolvency; (f) a breach by the
Company of its obligations under the Securities Purchase Agreement or the
Investor Registration Rights Agreement which is not cured by the Company within
ten (10) days after receipt of written notice thereof.

     Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in
Article III Section 3.01, a breach by the Company of its obligations under the
Investor Registration Rights 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. The Company acknowledges that
failure to honor a Notice of Conversion shall cause irreparable harm to the
Holder.

                                  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 of closing, 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.

     Section 4.03 Termination of Conversion Rights. The Holder's right to
convert the Debenture into the Common Stock in accordance with paragraph 4.01
shall terminate on the date that is the second (2nd) year anniversary from the
date hereof and this Debenture shall be automatically converted on that date in
accordance with the formula set forth in Section 4.01 hereof, and the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.


                                       4
<PAGE>

                                   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. Except for the Equity
Line of Credit Agreement dated the date hereof between the Company and Cornell
Capital Partners, LP. 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.

     ARTICLE VI.

     Section 6.01 Notice. Notices regarding this Debenture shall be sent to the
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to: iVoice Acquisition 1, Inc.
                       750 Highway 34
                       Matawan, NJ 07747
                       Attention:      Jerome R. Mahoney
                       President and Chief Executive Officer
                       Telephone:          (732) 441-7700
                       Facsimile:           (732) 441-9895

With a copy to:        McCarter & English, LLP
                       100 Mulberry Street
                       Newark, NJ 07102
                       Attention:     Jerome R. Mahoney
                       Attention:          Jeffery Baumel, Esq.
                       Telephone:                   (305) 358- 3355
                       Facsimile:       (305) 358-7095
If to the Holder:      _______________________________
                       C/O The May Davis Group, Inc.
                       C/O National Securities
                       120 Broadway - 28th Floor
                       New York, New York 10271
                       Attention:       Michael Jacobs
                       Telephone:     (212) 417-8118
                       Facsimile:      (212) 791-8992


                                       5
<PAGE>


     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 Delaware
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.

     Section 6.05 Counterparts. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.



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

                                IVOICE ACQUISITION 1, INC.

                                By:
                                   ------------------------------
                                Name:    Jerome R. Mahoney
                                Title:   President and Chief Executive Officer



                                       6
<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 the above Note into Shares of Common Stock of iVOICE ACQUISITION 1,
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:




                                       A-1