EXHIBIT 10.14

255--LEASE FOR BUSINESS and        A D G R V  -2           Copyright (c) 1967 by
     COMMERCIAL USE ONLY                              ALL-STATE LEGAL SUPPLY CO.
     IND. OR CORP.                                          Cranford, N.J. 07016
     (Revised 7/90)
     (Not for Residential
     Use -- N.J.S.A. 56:12-1;
     46:8-48)

                  This Lease Agreement, made the 5th day of December, 2001

                        Between

Landlord                B & R HOLDING CO.
                  residing or located at 740 Highway 34 (PO Matawan 07747) in
                  the Township of Old Bridge in the County of Middlesex and
                  State of New Jersey, herein designated as the Landlord,

                        And

Tenant                  IVOICE.com INC.
                  residing or located at 750 Highway 34 in the Borough of
                  Matawan in the County of Monmouth and State of New Jersey,
                  herein designated as the Tenant;

                        Witnesseth that, the Landlord does hereby lease to the
                  Tenant and the Tenant does hereby rent from the Landlord, the
                  following described premises:

Premises                750 Highway 34, Matawan, NJ 07747

Term                    for a term of ____________commencing on January 15th,
                  2002, and ending on September 15th, 2002 to be used and
                  occupied only and for no other purpose than

Use                     General office use

                        Upon the following Conditions and Covenants:

Payment                 1st: The Tenant covenants and agrees to pay to the
of Rent           Landlord, as rent for and during the term hereof, the sum of
                  $_____ in the following manner:
                  January 15th, 2002          $9,000 Credit $2,000
                  February 15th, 2002         $9,000 Credit $2,000
                  March 15th, 2002            $9,000 Credit $2,000
                  April 15th, 2002            $9,000 Credit $2,000
                  May 15th, 2002              $8,000 Credit $1,000
                  June, July & Aug 15th       $7,000 per month
                  Additional $1,000 per month after 9/15/02 for basement

Repairs                 2nd: Except as set forth in the attached Landlord's work
and Care          letter, The Tenant has examined the premises and has entered
                  into this lease without any representation on the part of the
                  Landlord as to the condition thereof. The Tenant shall take
                  good care of the premises and shall at the Tenant's own cost
                  and expense, except for structural repairs & repairs to HVAC,
                  electrical & plumbing, make all repairs, including painting
                  and decorating, and shall maintain the premises in good
                  condition and state of repair, and at the end or other
                  expiration of the term hereof, shall deliver up the rented

<PAGE>

                  premises in good order and condition, wear and tear from a
                  reasonable use thereof, and damage by the elements not
                  resulting from the neglect or fault of the Tenant, excepted.
                  The Tenant shall neither encumber nor obstruct the sidewalks,
                  driveways, yards, entrances, hallways and stairs.

Glass, etc.             3rd: In case of the destruction of or any damage to the
Damage            glass in the leased premises, or the destruction of or damage
Repairs           of any kind whatsoever to the said premises, caused by the
                  carelessness, negligence or improper conduct on the part of
                  the Tenant or the Tenant's agents, employees, guests,
                  licensees, invitees, subtenants, assignees or successors, the
                  Tenant shall repair the said damage or replace or restore any
                  destroyed parts of the premises, as speedily as possible, at
                  the Tenant's own cost and expense.

Alterations             4th: No alterations, additions or improvements shall be
                  made, and no climate resulting, air conditioning, cooling,
Improve-          heating or sprinkler systems, television, or radio antennas,
ments             heavy equipment, apparatus and fixtures, shall be installed in
                  or attached to the leased premises, without the written
                  consent of the Landlord. Unless otherwise provided herein, all
                  such alterations, additions or improvements and systems, when
                  made, installed in or attached to the said premises, shall
                  belong to and become the property of the Landlord and shall be
                  surrendered with the premises and as part thereof upon the
                  expiration or sooner termination of this lease, without
                  hindrance, molestation or injury.

Signs                   5th: The Tenant shall not place nor allow to be placed
                  any signs of any kind whatsoever, upon, in or about the said
                  premises or any part thereof, except of a design and structure
                  and in or at such places as may be indicated and consented to
                  by the Landlord in writing which shall not be unreasonably
                  withheld. In case the Landlord or the Landlord's agents,
                  employees or representatives shall deem it necessary to remove
                  any such signs in order to paint or make any repairs,
                  alterations or improvements in or upon said premises or any
                  part thereof, they may be so removed, but shall be replaced at
                  the Landlord's expense when the said repairs, alterations or
                  improvements shall have been completed. Any signs permitted by
                  the Landlord shall at all times conform with all municipal
                  ordinances or other laws and regulations applicable thereto.

Utilities               6th: The Tenant shall pay when due all the rents or
                  charges for water or other utilities used by the Tenant, which
                  are or may be assessed or imposed upon the leased premises or
                  which are or may be charged to the Landlord by the suppliers
                  thereof during the term hereof, and if not paid, such rents or
                  charges shall be added to and become payable as additional
                  rent with the installment of rent next due or within 30 days
                  of demand therefor, whichever occurs sooner.

Compliance              7th: The Tenant shall promptly comply with all laws,
with Laws         ordinances, rules, regulations, requirements and directives of
etc.              the Federal, State and Municipal Governments or Public
                  Authorities and of all their departments, bureaus and
                  subdivisions, applicable to and affecting the said premises,
                  their use and occupancy, for the correction, prevention and
                  abatement of nuisances, violations or other grievances in,
                  upon or connected with the said premises, during the term

<PAGE>

                  hereof; and shall promptly comply with all orders,
                  regulations, requirements and directives of the Board of Fire
                  Underwriters or similar authority and of any insurance
                  companies which have issued or are about to issue policies of
                  insurance covering the said premises and its contents, for the
                  prevention of fire or other casualty, damage or injury, at the
                  Tenant's own cost and expense.

Liability               8th: The Tenant, at Tenant's own cost and expense, shall
Insurance         obtain or provide and keep in full force for the benefit of
                  the Landlord, during the term hereof, general public liability
                  insurance, insuring the Landlord against any and all liability
                  or claims of liability arising out of, occasioned by or
                  resulting from any accident or otherwise in or about the
                  leased premises, for injuries to any person or persons, for
Indemni-          limits of not less than $100,000 for injuries to one person
fication          and $300,000 for injuries to more than one person, in any one
                  accident or occurrence, and for loss or damage to the property
                  of any person or persons, for not less than $50,000. The
                  policy or policies of insurance shall be of a company or
                  companies authorized to do business in this State and shall be
                  delivered to the Landlord, together with evidence of the
                  payment of the premiums therefor, not less than fifteen days
                  prior to the commencement of the term hereof or of the date
                  when the Tenant shall enter into possession, whichever occurs
                  sooner. At least fifteen days prior to the expiration or
                  termination date of any policy, the Tenant shall deliver a
                  renewal or replacement policy with proof of the payment of the
                  premium therefor. The Tenant also agrees to and shall save,
                  hold and keep harmless and indemnify the Landlord from and for
                  any and all payments, expenses, costs, attorney fees and from
                  and for any and all claims and liability for losses or damage
                  to property or injuries to persons occasioned wholly or in
                  part b or resulting from any acts or omissions by the Tenant
                  or the Tenant's agents, employees, guests, licensees,
                  invitees, subtenants, assignees or successors, or for any
                  cause or reason whatsoever arising out of or by reason of the
                  occupancy by the Tenant and the conduct of the Tenant's
                  business.

Assignment              9th: The Tenant shall not, without the written consent
                  of the Landlord, assign, mortgage or hypothecate this lease,
                  nor sublet or sublease the premises or any part thereof.

Restriction             10th: The Tenant shall not occupy or use the leased
of Use            premises or any part thereof, nor permit or suffer the same to
                  be occupied or used for any purposes other than as herein
                  limited, nor for any purpose deemed unlawful, disreputable, or
                  extra hazardous, on account of fire or other casualty.

Mortgage                11th: This lease shall not be a lien against the said
Priority          premises in respect to any mortgages that may hereafter be
                  placed upon said premises. The recording of such mortgage or
                  mortgages shall have preference and precedence and be superior
                  and prior in lien to this lease, irrespective of the date of
                  recording and the Tenant agrees to execute any instruments,
                  without cost, which may be deemed necessary or desirable, to
                  further effect the subordination of this lease to any such
                  mortgage or mortgages. A refusal by the Tenant to execute such
                  instruments shall entitle the Landlord to the option of

<PAGE>

                  cancelling this lease, and the term hereof is hereby expressly
                  limited accordingly.

Condemna-               12th: If the land and premises leased herein, or of
tion              which the leased premises are a part, or any portion thereof,
&                 shall be taken under eminent domain or condemnation
Eminent           proceedings, or if suit or other action shall be instituted
Domain            for the taking or condemnation thereof, or if in lieu of any
                  formal condemnation proceedings or actions, the Landlord shall
                  grant an option to purchase and or shall sell and convey the
                  said premises or any portion thereof, to the governmental or
                  other public authority, agency, body or public utility,
                  seeking to take said land and premises or any portion thereof,
                  then this lease, at the option of the Landlord, shall
                  terminate, and the term hereof shall end as of such date as
                  the Landlord shall fix by notice, in writing; and the Tenant
                  shall have no claim or right to claim or be entitled to any
                  portion of any amount which may be awarded as damages or paid
                  as the result of such condemnation proceedings or paid as the
                  purchase price for such option, sale or conveyance in lieu of
                  formal condemnation proceedings; and all rights of the Tenant
                  to damages, if any, are hereby assigned to the Landlord. The
                  Tenant agrees to execute and deliver any instruments, at the
                  expense of the Landlord, as may be deemed necessary or
                  required to expedite any condemnation proceedings or to
                  effectuate a proper transfer of title to such governmental or
                  other public authority, agency, body or public utility seeking
                  to take or acquire the said lands and premises or any portion
                  thereof. The Tenant covenants and agrees to vacate the said
                  premises, remove all the Tenant's personal property therefrom
                  and deliver up peaceable possession thereof to the Landlord or
                  to such other party designated by the Landlord or to such
                  other party designated by the Landlord in the aforementioned
                  notice. Failure by the Tenant to comply with any provisions in
                  this clause shall subject the Tenant to such costs, expenses,
                  damages and losses as the Landlord may incur by reason of the
                  Tenant's breach hereof.

Fire and                13th: In case of fire or other casualty, the Tenant
Other             shall give immediate notice to the Landlord. If the premises
Casualty          shall be partially damaged by fire, the elements or other
                  casualty, the Landlord shall repair the same as speedily as
                  practicable, but the Tenant's obligation to pay the rent
                  hereunder shall not cease. If, in the opinion of the Landlord,
                  the premises be so extensively and substantially damaged as to
                  render them untenantable, then the rent shall cease until such
                  time as the premises shall be made tenantable by the Landlord.
                  However, if, in the opinion of the Landlord, the premises be
                  totally destroyed or so extensively and substantially damaged
                  as to require practically a rebuilding thereof, then the rent
                  shall be paid up to the time of such destruction and then and
                  from thenceforth this lease shall come to an end. In no event
                  however, shall the provisions of this clause become effective
                  or be applicable, if the fire or other casualty and damage
                  shall be the result of the carelessness, negligence or
                  improper conduct of the Tenant or the Tenant's agents,
                  employees, guests, licensees, invitees, subtenants, assignees
                  or successors. In such case, the Tenant's liability for the
                  payment of the rent and the performance of all the covenants,
                  conditions and terms thereof on the Tenant's part to be
                  performed shall continue and the Tenant shall be liable to the
                  Landlord for the damage and loss suffered by the Landlord. If

<PAGE>

                  the Tenant shall have been insured against any of the risks
                  herein covered, then the proceeds of such insurance shall be
                  paid over to the Landlord to the extent of the Landlord's
                  costs and expenses to make the repairs hereunder, and such
                  insurance carriers shall have no recourse against the Landlord
                  for reimbursement.

Reimburse-              14th: If the Tenant shall fail or refuse to comply with
ment of           and perform any conditions and covenants of the within lease,
Landlord          the Landlord may, if the Landlord so elects, carry out and
                  perform such conditions and covenants, at the cost and expense
                  of the Tenant, and the said cost and expense shall be payable
                  on demand, or at the option of the Landlord, shall be added to
                  the installment of rent due immediately thereafter but in no
                  case later than one month after such demand, whichever occurs
                  sooner, and shall be due and payable as such. This remedy
                  shall be in addition to such other remedies as the Landlord
                  may have hereunder by reason of the breach by the Tenant of
                  any of the covenants and conditions in this lease contained.

Inspection              15th: The Tenant agrees that the Landlord and the
And               Landlord's agents, employees or other representatives, shall
Repair            have the right to enter into and upon the said premises or any
                  part thereof, at all reasonable hours, for the purpose of
                  examining the same or making such repairs or alterations
                  therein as may be necessary for the safety and preservation
                  thereof. This clause shall not be deemed to be a covenant by
                  the Landlord nor be construed to create an obligation on the
                  part of the Landlord to make such inspection or repairs.

Right to              16th: The Tenant agrees to permit the Landlord and the
Exhibit           Landlord's agents, employees or other representatives to show
                  the premises to persons wishing to rent or limited to three
                  (3) months prior to lease expiration purchase the same, and
                  Tenant agrees that on and after ________________ next
                  preceding the expiration of the term hereof, the Landlord or
                  the Landlord's agents, employees or other representatives
                  shall have the right to place notices on the front of said
                  premises or any part thereof, offering the premises for rent
                  or for sale; and the Tenant hereby agrees to permit the same
                  to remain thereon without hindrance or molestation.

Increase of             17th: If for any reason it shall be impossible to obtain
Insurance         fire and other hazard insurance on the buildings and
Rates             improvements on the leased premises, in an amount and in the
                  form and in insurance companies acceptable to the Landlord,
                  the Landlord may, if the Landlord so elects at any time
                  thereafter, terminate this lease and the term hereof, upon
                  giving the Tenant fifteen days notice in writing of the
                  Landlord's intention so to do, and upon the giving of such
                  notice, this lease and the term thereof shall terminate. If by
                  reason of the use to which the premises are put by the Tenant
                  or character of or the manner in which the Tenant's business
                  is carried on, the insurance rates for fire and other hazards
                  shall be increased, the Tenant shall upon demand, pay to the
                  Landlord, as rent, the amounts by which the premiums for such
                  insurance are increased. Such payment shall be paid with the
                  next installment of rent but in no case later than one month
                  after such demand, whichever occurs sooner.

Removal of              18th: Any equipment, fixtures, goods or other property
Tenant's          of the Tenant, not removed by the Tenant upon the termination

<PAGE>

Property          of this lease, or upon any quitting, vacating or abandonment
                  of the premises by the Tenant, or upon the Tenant's eviction,
                  shall be considered as abandoned and the Landlord shall have
                  the right, without any notice to the Tenant, to sell or
                  otherwise dispose of the same, at the expense of the Tenant,
                  and shall not be accountable to the Tenant for any part of the
                  proceeds of such sale, if any.

Remedies                19th: If there should occur any default on the part of
Upon              the Tenant in the performance of any material conditions and
Tenant's          covenants herein contained, or if during the term hereof the
Default           premises or any part thereof shall be or become abandoned or
                  deserted, vacated or vacant, or should the Tenant be evicted
                  by summary proceedings or otherwise, the Landlord, in addition
                  to any other remedies herein contained or as may be permitted
                  by law. The Tenant shall remain liable for such rents as may
                  be in arrears and also the rents as may accrue subsequent to
                  the re-entry by the Landlord, to the extent of the difference
                  between the rents reserved hereunder and the rents, if any,
                  received by the Landlord during the remainder of the unexpired
                  term hereof, after deducting the aforementioned expenses, fees
                  and costs; the same to be paid as such deficiencies arise and
                  are ascertained each month.

Determination              20th: Upon the occurrence of any of the contingencies
On Default        set forth in the preceding clause, or should the Tenant be
                  adjudicated a bankrupt, insolvent or placed in receivership,
                  or should proceedings be instituted by or against the Tenant
                  for bankruptcy, insolvency, receivership, agreement of
                  composition or assignment for the benefit of creditors, or if
                  this lease or the estate of the Tenant hereunder shall pass to
                  another by virtue of any court proceedings, writ of execution,
                  levy, sale, or by operation of law, the Landlord may, if the
                  Landlord so elects, at any time thereafter, terminate this
                  lease and the term hereof, upon giving to the Tenant or to any
                  trustee, receiver, assignee or other person in charge of or
                  acting as custodian of the assets or property of the Tenant,
                  five days notice in writing, of the Landlord's intention so to
                  do. Upon the giving of such notice, this lease and the term
                  hereof shall end on the date fixed in such notice as if the
                  said date was the date originally fixed in this lease for the
                  expiration hereof; and the Landlord shall have the right to
                  remove all persons, goods, fixtures and chattels therefrom, by
                  force or otherwise, without liability for damages.

Non-Liabil-             21st: The Landlord shall not be liable for any damage or
ity of            injury which may be sustained by the Tenant or any other
Landlord          person, as a consequence of the failure, breakage, leakage or
                  obstruction of the water, plumbing, steam, sewer, waste or
                  soil pipes, roof, drains, leaders, gutters, valleys,
                  downspouts or the like or of the electrical gas, power,
                  conveyor, refrigeration, sprinkler, air conditioning or
                  heating systems, elevators or hoisting equipment; resulting
                  from the carelessness, negligence or improper conduct on the
                  part of any other Tenant or this or any other Tenant's agents,
                  employees, guests, licensees, invitees, subtenants, assignees
                  or successors; or attributable to any interference with,
                  interruption of or failure, beyond the control of the
                  landlord, of any services to be furnished or supplied by the
                  Landlord.

Non-Waiver              22nd: The various rights, remedies, options and

<PAGE>

by Land-          elections of the Landlord, expressed herein, are cumulative,
lord              and the failure of the Landlord to enforce strict performance
                  by the Tenant of the conditions and covenants of this lease or
                  to exercise any election or option, or to resort or have
                  recourse to any remedy herein conferred or the acceptance by
                  the Landlord of any installment of rent after any breach by
                  the Tenant, in any one or more instances, shall not be
                  construed or deemed to be a waiver or a relinquishment for the
                  future by the Landlord of any such conditions and covenants,
                  options, elections or remedies, but the same shall continue in
                  full force and effect.

Non-Per-                23rd: This lease and the obligation of the Tenant to pay
formance          the rent hereunder and to comply with the covenants and
by Land-          conditions hereof, shall not be affected, curtailed, impaired
lord              or excused because of the Landlord's inability to supply any
                  service or material called for herein, by reason of any rule,
                  order, regulation or preemption by any governmental entity,
                  authority, department, agency or subdivision or for any delay
                  which may arise by reason of negotiations for the adjustment
                  of any fire or other casualty loss or because of strikes or
                  other labor trouble or for any cause beyond the control of the
                  Landlord.

Validity                24th: The terms, conditions, covenants and provisions of
of Lease          this lease shall be deemed to be severable. If any clause or
                  provision herein contained shall be adjudged to be invalid or
                  unenforceable by a court of competent jurisdiction or by
                  operation of any applicable law, it shall not affect the
                  validity of any other clause or provision herein, but such
                  other clauses or provisions shall remain in full force and
                  effect.

Notices                 25th: All notices required under the terms of this lease
                  shall be given and shall be complete by mailing such notices
                  by certified or registered mail, return receipt requested, to
                  the address of the parties as shown at the head of this lease,
                  or to such other address as may be designated in writing,
                  which notice of change of address shall be given in the same
                  manner.

Title and               26th: The Landlord covenants and represents that the
Quiet             Landlord is the owner of the premises herein leased and has
Enjoyment         the right and authority to enter into, execute and deliver
                  this lease; and does further covenant that the Tenant on
                  paying the rent and performing the conditions and covenants
                  herein contained, shall and may peaceably and quietly have,
                  hold and enjoy the leased premises for the term
                  aforementioned.

Entire                  27th: This lease contains the entire contract between
Contract          the parties. No representative, agent or employee of the
                  Landlord has been authorized to make any representations or
                  promises with reference to the within letting or to vary,
                  alter or modify the terms hereof. No additions, changes or
                  modifications, renewals or extensions hereof, shall be binding
                  unless reduced to writing and signed by the Landlord and the
                  Tenant.

Tax                     28th: If in any calendar year during the term and of any

<PAGE>

Increase          renewal or extension of the term hereof, the annual municipal
                  taxes assessed against the land and improvements leased
                  hereunder or of which the premises herein leased are a part,
                  shall be greater than the municipal taxes assessed against the
                  said lands and improvements for the calendar year 19___, which
                  is hereby designated as the base year, then, in addition to
                  the rent herein fixed, the Tenant agrees to pay a sum equal to
                  ____________ of the amount by which said tax exceeds the
                  annual tax for the base year, inclusive of any increase during
                  any such calendar year. The said sum shall be considered as
                  additional rent and shall be paid in as many equal
                  installments as there are months remaining in the calendar
                  year in which said taxes exceed the taxes for the base year,
                  on the first day of each month in advance, during the
                  remaining months of that year. If the term hereof shall
                  commence after the first day of January or shall terminate
                  prior to the last day of December in any year, then such
                  additional rent resulting from a tax increase shall be
                  proportionately adjusted for the fraction of the calendar year
                  involved.

Mechanics'              29th: If any mechanics' or other liens shall be created
Liens             or filed against the leased premises by reason of labor
                  performed or materials furnished for the Tenant in the
                  erection, construction, completion, alteration, repair or
                  addition to any building or improvement, the Tenant shall upon
                  demand, at the Tenant's own cost and expense, cause such lien
                  or liens to be satisfied and discharged of record together
                  with any Notices of Intention that may have been filed.
                  Failure so to do, shall entitle the Landlord to resort to such
                  remedies as are provided herein in the case of any default of
                  this lease, in addition to such as are permitted by law.

Waiver of               30th: The Tenant waives all rights of recovery against
Subroga-          the Landlord or Landlord's agents, employees or other
tion Rights       representatives, for any loss, damages or injury of any nature
                  whatsoever to property or persons for which the Tenant is
                  insured. The Tenant shall obtain from Tenant's insurance
                  carriers and will deliver to the Landlord, waivers of the
                  subrogation rights under the respective policies.

Security                31st: The Tenant has this day deposited with the
                  Landlord the sum of $ see #32  as security for the payment of
                  the rent hereunder and the full and faithful performance by
                  the Tenant of the covenants and conditions on the part of the
                  Tenant to be performed. Said sum shall be returned to the
                  Tenant, without interest, after the expiration of the term
                  hereof, provided that the Tenant, has fully and faithfully
                  performed all such covenants and conditions and is not in
                  arrears in rent. During the term hereof, the Landlord may, if
                  the Landlord so elects, have recourse to such security, to
                  make good any default by the Tenant, in which event the Tenant
                  shall, on demand, promptly restore said security to its
                  original amount. Liability to repay said security to the
                  Tenant shall run with the reversion and title to said
                  premises, whether any change in ownership thereof be by
                  voluntary alienation or as the result of judicial sale,
                  foreclosure or other proceedings, or the exercise of a right
                  of taking or entry by any mortgages. The Landlord shall assign
                  or transfer said security, for the benefit of the Tenant, to
                  any subsequent owner or holder of the reversion or title to
                  said premises, in which case the assignee shall become liable

<PAGE>

                  for the repayment thereof as herein provided, and the assignor
                  shall be deemed to be released by the Tenant from all
                  liability to return such security. This provision shall be
                  applicable to every alienation or change in title and shall in
                  no wise be deemed to permit the Landlord to retain the
                  security after termination of the Landlord's ownership of the
                  reversion or title. The Tenant shall not mortgage, encumber or
                  assign said security without the written consent of the
                  Landlord.

                        32nd: Total security received $9,000 (copy of check
                  attached). As of 1/15/02 Security $7,000 Credit $2,000.00.

                        33rd: Tenant must notify Landlord by July 15th 2002 if
                  they will renew lease or vacate premises by September 15th,
                  2002.

                        34th: Tenant to pay own metered utilities and interior
                  janitorial

                        35th: Landlord will provide separate utility meters for
                  gas & electric by lease inception

                        36th: This lease supercedes all prior leases between
                  Landlord. & tenant.

Conformation            The Landlord may pursue the relief or remedy sought in
with              any invalid clause, by conforming the said clause with the
Laws and          provisions of the statutes or the regulations of any
Regula-           governmental agency in such case made and provided as if the
tions.            particular provisions of the applicable statutes or
                  regulations were set forth herein at length.

                        In all references herein to any parties, persons,
                  entities or corporations the use of any particular gender or
                  the plural or singular number is intended to include the
                  appropriate gender or number as the text of the within
                  instrument may require. All the terms, covenants and
                  conditions herein contained shall be for and shall inure to
                  the benefit of and shall bind the respective parties hereto,
                  and their heirs, executors, administrators, personal or legal
                  representatives, successors and assigns.

                        In Witness Whereof, the parties hereto have hereunto set
                  their hands and seals, or caused these presents to be signed
                  by their proper corporate officers and their proper corporate
                  seal to be hereto affixed, the day and year first above
                  written.

Signed, Sealed and Delivered
   in the presence of or
        Attested by


       /s/ ILLEGIBLE                      /s/ Russell Weber
-------------------------------           -------------------------------------
                                          Russell Weber                Landlord
                                          B & R Holding Co.


                                          /s/ Jerry Mahoney     /s/ 12/26/01
                                          -------------------------------------
                                          Jerry Mahoney                  Tenant
                                          Ivoice.com, Inc.