EXHIBIT 10.2
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                              TERMINATION AGREEMENT
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          THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of February 28, 2005, by and between IVOICE TECHNOLOGY, INC., a New
Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP., a
Delaware limited partnership (the "Buyer").

                                    Recitals:
                                    ---------

          WHEREAS, the Company and the Buyer entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement"); Convertible Debentures (the
"Convertible Debentures"); a Security Agreement (the "Security Agreement"); an
Investor Registration Rights Agreement (the "Investor Registration Rights
Agreement"); an Escrow Agreement (the "Escrow Agreement"); and an Irrevocable
Transfer Agent Instructions (the "Irrevocable Transfer Agent Instructions"), all
of which are dated August 13, 2004 (collectively, the Securities Purchase
Agreement, Convertible Debentures issued thereto dated August 13, 2004 and
November 17, 2004, the Security Agreement, the Investor Registration Rights
Agreement, the Escrow Agreement and Irrevocable Transfer Agent Instructions are
referred to as the "Transaction Documents."

          NOW, THEREFORE, in consideration of the promises and the mutual
promises, conditions and covenants contained herein and in the Transaction
Documents and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

          1.   Termination. The parties to this Agreement hereby terminate the
               Transaction Documents and the respective rights and obligations
               contained therein, except as otherwise stated herein. As a result
               of this provision, none of the parties shall have any rights or
               obligations under or with respect to the Transaction Documents
               except as otherwise specified herein.

          2.   Principal and Interest. Notwithstanding the foregoing, the
               Company shall pay the Buyer the purchase price of Seven Hundred
               Thousand Dollars ($700,000), plus accrued interest as set forth
               in the Transaction Documents. The terms of repayment shall be set
               forth in the Promissory Note of even date herewith between the
               parties.

          3.   Payment of Fees. Notwithstanding the termination of the
               Transaction Documents, all fees paid to the Buyer by the Company
               pursuant to the Transaction Documents shall be deemed fully
               earned as August 13, 2004. Any fees not previously paid to the
               Buyer, if any, shall be paid immediately.


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          IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.


                                               IVOICE TECHNOLOGY, INC.

                                               By:
                                                   ----------------------
                                               Name:  Jerome R. Mahoney
                                               Title: Chairman


                                               CORNELL CAPITAL PARTNERS, LP

                                               By:
                                                   ----------------------
                                               Name:  Mark A. Angelo
                                               Title: Portfolio Manager