SECURITY
AGREEMENT




THIS SECURITY AGREEMENT (the
“Agreement”),is entered into and made
effective as of March 11, 2008, by and between iVoice Technology, Inc., a New Jersey Corporation,
with its principal office at 750 Route 34, Matawan, NJ, 07747(the “Company”), and
iVoice, Inc., a New Jersey corporation, with its principal office at 750 Route
34, Matawan, NJ, 07747(the “Secured
Party”).







WHEREAS, the Company sold and
the Secured Party purchased 1,444.44 shares of iVoice Technology, Inc. Series A
10% Secured Convertible Preferred Stock (the “Preferred Stock”) on the date
hereof;








NOW, THEREFORE,in
consideration of the premises and the mutual covenants herein contained, and for
other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:




ARTICLE
1.




DEFINITIONS AND
INTERPRETATIONS




Section
      1.1.
            Recitals.




The above
recitals are true and correct and are incorporated herein, in their entirety, by
this reference.




Section
      1.2.
            Interpretations.




Nothing
herein expressed or implied is intended or shall be construed to confer upon any
person other than the Secured Party any right, remedy or claim under or by
reason hereof.




Section
      1.3.
            Obligations
      Secured.




In
exchange and the consideration for the Secured Party purchasing the Preferred
Stock dated the date hereof, the Company hereby agrees to permit the Secured
Party to secure the obligations pursuant to this Security Agreement and the
Preferred Stock issued the date hereof and any other amounts now or hereafter
owed to the Secured Party by the Company thereunder or hereunder, (collectively,
the “Obligations”).




ARTICLE
2.




PLEDGED PROPERTY,
ADMINISTRATION OF COLLATERAL


AND TERMINATION OF SECURITY
INTEREST




Section
      2.1.
            Pledged
      Property.




(a)           Company
hereby pledges to the Secured Party, and creates in the Secured Party for its
benefit, a security interest in and to all of the property of the Company as set
forth in Exhibit
A attached hereto and the products thereof and the proceeds of all such
items (collectively, the “Pledged Property”)
for such time until the Obligations are paid in full.




(b)           Simultaneously
with the execution and delivery of this Agreement, the Company shall make,
execute, acknowledge, file, record and deliver to the Secured Party any
documents reasonably requested by the Secured Party to perfect its security
interest in the Pledged Property.  Simultaneously with the execution
and delivery of this Agreement, the Company shall make, execute, acknowledge and
deliver to the Secured Party such documents and instruments, including, without
limitation, financing statements, certificates, affidavits and forms as may, in
the Secured Party’s reasonable judgment, be necessary to effectuate, complete or
perfect, or to continue and preserve, the security interest of the Secured Party
in the Pledged Property, and the Secured Party shall hold such documents and
instruments as secured party, subject to the terms and conditions contained
herein.











Section
      2.2.
            Rights; Interests;
      Etc.




(a)           So
long as no Event of Default (as hereinafter defined) shall have occurred
and be continuing:




(i)           the
Company shall be entitled to exercise any and all rights pertaining to the
Pledged Property or any part thereof for any purpose not inconsistent with the
terms hereof; and




(ii)           the
Company shall be entitled to receive and retain any and all payments paid or
made in respect of the Pledged Property.




(b)           Upon
the occurrence and during the continuance of an Event of Default:




(i)           All
rights of the Company to exercise the rights which it would otherwise be
entitled to exercise pursuant to Section 2.2(a)(i) hereof and to
receive payments which it would otherwise be authorized to receive and retain
pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all such
rights shall thereupon become vested in the Secured Party who shall thereupon
have the sole right to exercise such rights and to receive and hold as Pledged
Property such payments; provided, however, that if
the Secured Party shall become entitled and shall elect to exercise its right to
realize on the Pledged Property pursuant to Article 5 hereof, then all cash
sums received by the Secured Party, or held by Company for the benefit of the
Secured Party and paid over pursuant to Section 2.2(b)(ii) hereof,
shall be applied against any outstanding Obligations;




(ii)           All
interest, dividends, income and other payments and distributions which are
received by the Company contrary to the provisions of
Section 2.2(b)(i) hereof shall be received in trust for the benefit of
the Secured Party, shall be segregated from other property of the Company and
shall be forthwith paid over to the Secured Party; and




(iii)           The
Secured Party in its sole discretion shall be authorized to sell any or all of
the Pledged Property at public or private sale in order to recoup all of the
outstanding principal plus accrued interest owed pursuant to the Debenture as
described herein




(c)           Each
of the following events shall constitute a default under this Agreement (each an
“Event of
Default”):




(i)           any
default, whether in whole or in part, shall occur in the payment to the Secured
Party of principal, interest or other item comprising the Obligations as and
when due or with respect to any other debt or obligation of the Company to a
party other than the Secured Party;




(ii)           the
Company shall:  (1) make a general assignment for the benefit of
its creditors; (2) apply for or consent to the appointment of a receiver,
trustee, assignee, custodian, sequestrator, liquidator or similar official for
itself or any of its assets and properties; (3) commence a voluntary case
for relief as a debtor under the United States Bankruptcy Code; (4) file
with or otherwise submit to any governmental authority any petition, answer or
other document seeking:  (A) reorganization, (B) an
arrangement with creditors or (C) to take advantage of any other present or
future applicable law respecting bankruptcy, reorganization, insolvency,
readjustment of debts, relief of debtors, dissolution or liquidation;
(5) file or otherwise submit any answer or other document admitting or
failing to contest the material allegations of a petition or other document
filed or otherwise submitted against it in any proceeding under any such
applicable law; or (6) be adjudicated a bankrupt or insolvent by a court of
competent jurisdiction; or




(iii)           any
case, proceeding or other action shall be commenced against the Company for the
purpose of effecting, or an order, judgment or decree shall be entered by any
court of competent jurisdiction approving (in whole or in part) anything
specified in Section 2.2(c)(iii) hereof, or any receiver, trustee,
assignee, custodian, sequestrator, liquidator or other official shall be
appointed with respect to the Company, or shall be appointed to take or shall
otherwise acquire possession or control of all or a substantial part of the
assets and properties of the Company, and any of the foregoing shall continue
unstayed and in effect for any period of thirty (30) days.




ARTICLE
3.




ATTORNEY-IN-FACT;
PERFORMANCE




Section
      3.1.
            Secured Party
      Appointed Attorney-In-Fact.




Upon the
occurrence of an Event of Default, the Company hereby appoints the Secured Party
as its attorney-in-fact, with full authority in the place and stead of the
Company and in the name of the Company or otherwise, from time to time in the
Secured Party’s discretion to take any action and to execute any instrument
which the Secured Party may reasonably deem necessary to accomplish the purposes
of this Agreement, including, without limitation, to receive and collect all
instruments made payable to the Company representing any payments in respect of
the Pledged Property or any part thereof and to give full discharge for the
same.  The Secured Party may demand, collect, acknowledge, receipt
for, settle, compromise, adjust, sue for, foreclose, or realize on the Pledged
Property as and when the Secured Party may determine.  To facilitate
collection, upon the occurrence of an Event of Default, the Secured Party may
notify account debtors and obligors on any Pledged Property to make payments
directly to the Secured Party.




Section
      3.2.
            Secured Party May
      Perform.




If the
Company fails to perform any agreement contained herein, the Secured Party, at
its option, may itself perform, or cause performance of, such agreement, and the
expenses of the Secured Party incurred in connection therewith shall be included
in the Obligations secured hereby.









ARTICLE
4.




REPRESENTATIONS AND
WARRANTIES




Section
      4.1.
            Authorization;
      Enforceability.




Each of
the parties hereto represents and warrants that it has taken all action
necessary to authorize the execution, delivery and performance of this Agreement
and the transactions contemplated hereby; and upon execution and delivery, this
Agreement shall constitute a valid and binding obligation of the respective
party, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors’ rights or by the principles governing the
availability of equitable remedies.




Section
      4.2.
            Ownership of Pledged
      Property.




The
Company warrants and represents that it is the legal and beneficial owner of the
Pledged Property.




ARTICLE
5.




DEFAULT; REMEDIES;
SUBSTITUTE COLLATERAL




Section
      5.1.
            Default and
      Remedies.




(a)           If
an Event of Default described in Section 2.2(c)(i) and
(ii) occurs, then in each such case the Secured Party may declare the
Obligations to be due and payable immediately, by a notice in writing to the
Company, and upon any such declaration, the Obligations shall become immediately
due and payable.  If an Event of Default described in
Sections 2.2(c)(iii) or (iv) occurs and is continuing for the
period set forth therein, then the Obligations shall automatically become
immediately due and payable without declaration or other act on the part of the
Secured Party.




(b)           Upon
the occurrence of an Event of Default, the Secured Party shall: (i) be
entitled to receive all distributions with respect to the Pledged Property,
(ii) to cause the Pledged Property to be transferred into the name of the
Secured Party or its nominee, (iii) to dispose of the Pledged Property, and
(iv) to realize upon any and all rights in the Pledged Property then held
by the Secured Party.




Section
      5.2.
            Method of Realizing
      Upon the Pledged Property: Other
  Remedies.




Upon the
occurrence of an Event of Default, in addition to any rights and remedies
available at law or in equity, the following provisions shall govern the Secured
Party’s right to realize upon the Pledged Property:




(a)           Any
item of the Pledged Property may be sold for cash or other value in any number
of lots at brokers board, public auction or private sale and may be sold without
demand, advertisement or notice (except that the Secured Party shall give the
Company ten (10) days’ prior written notice of the time and place or
of the time after which a private sale may be made (the “Sale Notice”)), which
notice period is hereby agreed to be commercially reasonable.  At any
sale or sales of the Pledged Property, the Company may bid for and purchase the
whole or any part of the Pledged Property and, upon compliance with the terms of
such sale, may hold, exploit and dispose of the same without further
accountability to the Secured Party.  The Company will execute and
deliver, or cause to be executed and delivered, such instruments, documents,
assignments, waivers, certificates, and affidavits and supply or cause to be
supplied such further information and take such further action as the Secured
Party reasonably shall require in connection with any such sale.




(b)           Any
cash being held by the Secured Party as Pledged Property and all cash proceeds
received by the Secured Party in respect of, sale of, collection from, or other
realization upon all or any part of the Pledged Property shall be applied as
follows:




(i)           first,
to the payment of all amounts due the Secured Party for the expenses
reimbursable to it hereunder or owed to it pursuant to Section 8.3
hereof;




(ii)           second,
to the payment of the Obligations then due and unpaid; and




(iii)           the
balance, if any, to the person or persons entitled thereto, including, without
limitation, the Company.









(c)           In
addition to all of the rights and remedies which the Secured Party may have
pursuant to this Agreement, the Secured Party shall have all of the rights and
remedies provided by law, including, without limitation, those under the Uniform
Commercial Code.




(i)           If
the Company fails to pay such amounts due upon the occurrence of an Event of
Default which is continuing, then the Secured Party may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company and collect the monies adjudged or decreed to be payable in the manner
provided by law out of the property of Company, wherever situated.




(ii)           The
Company agrees that it shall be liable for any reasonable fees, expenses and
costs incurred by the Secured Party in connection with enforcement, collection
and preservation of the Security Agreement, including, without limitation,
reasonable legal fees and expenses, and such amounts shall be deemed included as
Obligations secured hereby and payable as set forth in Section 8.3
hereof.




Section
      5.3.
            Proofs of
      Claim.




In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relating to the Company or the property of the Company or of such
other obligor or its creditors, the Secured Party (irrespective of whether the
Obligations shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Secured Party shall have made any
demand on the Company for the payment of the Obligations) shall be entitled and
empowered, by intervention in such proceeding or otherwise:




(i)           to
file and prove a claim for the whole amount of the Obligations and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Secured Party (including any claim for the reasonable legal fees
and expenses and other expenses paid or incurred by the Secured Party permitted
hereunder and of the Secured Party allowed in such judicial proceeding),
and




(ii)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by the Secured Party to make such payments to
the Secured Party and, in the event that the Secured Party shall consent to the
making of such payments directed to the Secured Party, to pay to the Secured
Party any amounts for expenses due it hereunder.




Section
      5.4.
            Duties Regarding
      Pledged Property.




The
Secured Party shall have no duty as to the collection or protection of the
Pledged Property or any income thereon or as to the preservation of any rights
pertaining thereto, beyond the safe custody and reasonable care of any of the
Pledged Property actually in the Secured Party’s possession.




ARTICLE
6.




AFFIRMATIVE
COVENANTS




The
Company covenants and agrees that, from the date hereof and until the
Obligations have been fully paid and satisfied, unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4
hereof):




Section
      6.1.
            Existence, Properties,
      Etc.




(a)           The
Company shall do, or cause to be done, all things, or proceed with due diligence
with any actions or courses of action, that may be reasonably necessary
(i) to maintain Company’s due organization, valid existence and good
standing under the laws of its state of incorporation, and (ii) to preserve
and keep in full force and effect all qualifications, licenses and registrations
in those jurisdictions in which the failure to do so could have a Material
Adverse Effect (as defined below); and (b) the Company shall not do, or
cause to be done, any act impairing the Company’s corporate power or authority
(i) to carry on the Company’s business as now conducted, and (ii) to
execute or deliver this Agreement or any other document delivered in connection
herewith, including, without limitation, any UCC-1 Financing Statements required
by the Secured Party to which it is or will be a party, or perform any of
its obligations hereunder or thereunder.  For purpose of this
Agreement, the term “Material Adverse
Effect” shall mean any material and adverse effect as determined by
Secured Party in its sole good-faith discretion, whether individually or in the
aggregate, upon (a) the Company’s assets, business, operations, properties
or condition, financial or otherwise; (b) the Company’s ability to make
payment as and when due of all or any part of the Obligations; or (c) the
Pledged Property.




Section
      6.2.
            Financial Statements
      and Reports.




The
Company shall furnish to the Secured Party such financial data as the Secured
Party may reasonably request.  Without limiting the foregoing, the
Company shall furnish to the Secured Party (or cause to be furnished to the
Secured Party) the following:




(a)           as
soon as practicable and in any event within ninety (90) days after the end of
each fiscal year of the Company, the balance sheet of the Company as of the
close of such fiscal year, the statement of earnings and retained earnings of
the Company as of the close of such fiscal year, and statement of cash flows for
the Company for such fiscal year, all in reasonable detail, prepared in
accordance with generally accepted accounting principles consistently applied,
certified by the chief executive and chief financial officers of the Company as
being true and correct and accompanied by a certificate of the chief executive
and chief financial officers of the Company, stating that the Company has kept,
observed, performed and fulfilled each covenant, term and condition of this
Agreement during such fiscal year and that no Event of Default hereunder has
occurred and is continuing, or if an Event of Default has occurred and is
continuing, specifying the nature of same, the period of existence of same and
the action the Company proposes to take in connection therewith;









(b)           within
thirty (30) days of the end of each calendar month, a balance sheet of the
Company as of the close of such month, and statement of earnings and retained
earnings of the Company as of the close of such month, all in reasonable detail,
and prepared substantially in accordance with generally accepted accounting
principles consistently applied, certified by the chief executive and chief
financial officers of the Company as being true and correct; and




(c)           promptly
upon receipt thereof, copies of all accountants' reports and accompanying
financial reports submitted to the Company by independent accountants in
connection with each annual examination of the Company.




Section
      6.3.
            Accounts and
      Reports.




The
Company shall maintain a standard system of accounting in accordance with
generally accepted accounting principles consistently applied and provide, at
its sole expense, to the Secured Party the following:




(a)           as
soon as available, a copy of any notice or other communication alleging any
nonpayment or other material breach or default, or any foreclosure or other
action respecting any material portion of its assets and properties, received
respecting any of the indebtedness of the Company in excess of $15,000 (other
than the Obligations), or any demand or other request for payment under any
guaranty, assumption, purchase agreement or similar agreement or arrangement
respecting the indebtedness or obligations of others in excess of $15,000,
including any received from any person acting on behalf of the Secured Party or
beneficiary thereof; and




(b)           within
fifteen (15) days after the making of each submission or filing, a copy of
any report, financial statement, notice or other document, whether periodic or
otherwise, submitted to the shareholders of the Company, or submitted to or
filed by the Company with any governmental authority involving or affecting (i)
the Company that could have a Material Adverse Effect; (ii) the
Obligations; (iii) any part of the Pledged Property; or (iv) any of
the transactions contemplated in this Agreement or any other Transaction
Document.




Section
      6.4.
            Maintenance of Books
      and Records; Inspection.




The
Company shall maintain its books, accounts and records in accordance with
generally accepted accounting principles consistently applied, and permit the
Secured Party, its officers and employees and any professionals designated by
the Secured Party in writing, at any time to visit and inspect any of its
properties (including but not limited to the collateral security described in
the Security Agreement), corporate books and financial records, and to discuss
its accounts, affairs and finances with any employee, officer or director
thereof.




Section
      6.5.
            Maintenance and
      Insurance.




(a)           The
Company shall maintain or cause to be maintained, at its own expense, all of its
assets and properties in good working order and condition, making all necessary
repairs thereto and renewals and replacements thereof.




(b)           The
Company shall maintain or cause to be maintained, at its own expense, insurance
in form, substance and amounts (including deductibles), which the Company deems
reasonably necessary to the Company’s business, (i) adequate to insure all
assets and properties of the Company, which assets and properties are of a
character usually insured by persons engaged in the same or similar business
against loss or damage resulting from fire or other risks included in an
extended coverage policy; (ii) against public liability and other tort
claims that may be incurred by the Company; (iii) as may be required by the
Security Agreement and/or applicable law and (iv) as may be reasonably
requested by Secured Party, all with adequate, financially sound and reputable
insurers.




Section
      6.6.
            Contracts and Other
      Collateral.




The
Company shall perform all of its material obligations under or with respect to
each instrument, receivable, contract and other intangible included in the
Pledged Property to which the Company is now or hereafter will be party on a
timely basis and in the manner therein required, including, without limitation,
this Agreement.




Section
      6.7.
            Defense of Collateral,
      Etc.




The
Company shall defend and enforce its right, title and interest in and to any
part of:  (a) the Pledged Property; and (b) if not included
within the Pledged Property, those assets and properties whose loss could have a
Material Adverse Effect, the Company shall defend the Secured Party’s right,
title and interest in and to each and every part of the Pledged Property, each
against all manner of claims and demands on a timely basis to the full extent
permitted by applicable law.




Section
      6.8.
            Payment of Debts,
      Taxes, Etc.




The
Company shall pay, or cause to be paid, all of its indebtedness and other
liabilities and perform, or cause to be performed, all of its obligations in
accordance with the respective terms thereof, and pay and discharge, or cause to
be paid or discharged, all taxes, assessments and other governmental charges and
levies imposed upon it, upon any of its assets and properties on or before the
last day on which the same may be paid without penalty, as well as pay all other
lawful claims (whether for services, labor, materials, supplies or
otherwise) as and when due




Section
      6.9.
            Taxes and Assessments;
      Tax Indemnity.




The
Company shall (a) file all tax returns and appropriate schedules thereto
that are required to be filed under applicable law, prior to the date of
delinquency, (b) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon the Company, upon its income and profits or upon
any properties belonging to it, prior to the date on which penalties attach
thereto, and (c) pay all taxes, assessments and governmental charges or
levies that, if unpaid, might become a lien or charge upon any of its
properties; provided,
however, that the Company in good faith may contest any such tax,
assessment, governmental charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect
thereto.











Section
      6.10.
            Compliance with Law
      and Other Agreements.




The
Company shall maintain its business operations and property owned or used in
connection therewith in compliance with (a) all applicable federal, state
and local laws, regulations and ordinances governing such business operations
and the use and ownership of such property, and (b) all agreements,
licenses, franchises, indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without
limiting the foregoing, the Company shall pay all of its indebtedness promptly
in accordance with the terms thereof.




Section
      6.11.
            Notice of
      Default.




The
Company shall give written notice to the Secured Party of the occurrence of any
default or Event of Default under this Agreement or any other Transaction
Document or any other agreement of Company for the payment of money, promptly
upon the occurrence thereof.




Section
      6.12.
            Notice of
      Litigation.




The
Company shall give notice, in writing, to the Secured Party of (a) any
actions, suits or proceedings wherein the amount at issue is in excess of
$50,000, instituted by any persons against the Company, or affecting any of the
assets of the Company, and (b) any dispute, not resolved within fifteen
(15) days of the commencement thereof, between the Company on the one hand and
any governmental or regulatory body on the other hand, which might reasonably be
expected to have a Material Adverse Effect on the business operations or
financial condition of the Company.




ARTICLE
7.




NEGATIVE
COVENANTS




The
Company covenants and agrees that, from the date hereof until the Obligations
have been fully paid and satisfied, the Company shall not, unless the Secured
Party shall consent otherwise in writing:




Section
      7.1.
            Indebtedness.




The
Company shall not directly or indirectly permit, create, incur, assume, permit
to exist, increase, renew or extend on or after the date hereof any indebtedness
on its part, including commitments, contingencies and credit availabilities, or
apply for or offer or agree to do any of the foregoing, except in the ordinary
course of business.




Section
      7.2.
            Liens and
      Encumbrances.




Except in
the ordinary course of business, the Company shall not directly or indirectly
make, create, incur, assume or permit to exist any assignment, transfer, pledge,
mortgage, security interest or other lien or encumbrance of any nature in, to or
against any part of the Pledged Property or of the Company’s capital stock, or
offer or agree to do so, or own or acquire or agree to acquire any asset or
property of any character subject to any of the foregoing encumbrances
(including any conditional sale contract or other title retention agreement), or
assign, pledge or in any way transfer or encumber its right to receive any
income or other distribution or proceeds from any part of the Pledged Property
or the Company’s capital stock; or enter into any sale-leaseback financing
respecting any part of the Pledged Property  as lessee, or cause or
assist the inception or continuation of any of the foregoing.




Section
      7.3.
            Dividends,
      Etc.




The
Company shall not declare or pay any dividend of any kind, in cash or in
property, on any class of its capital stock, nor purchase, redeem, retire or
otherwise acquire for value any shares of such stock, nor make any distribution
of any kind in respect thereof, nor make any return of capital to shareholders,
nor make any payments in respect of any pension, profit sharing, retirement,
stock option, stock bonus, incentive compensation or similar plan (except as
required or permitted hereunder), without the prior written consent of the
Secured Party.




Section
      7.4.
            Guaranties;
      Loans.




The
Company shall not guarantee nor be liable in any manner, whether directly or
indirectly, or become contingently liable after the date of this Agreement in
connection with the obligations or indebtedness of any person or persons, except
for (i) the indebtedness currently secured by the liens identified on the
Pledged Property identified on Exhibit A hereto and (ii) the endorsement of
negotiable instruments payable to the Company for deposit or collection in the
ordinary course of business.  The Company shall not make any loan,
advance or extension of credit to any person other than in the normal course of
its business.




Section
      7.5.
            Debt.




The
Company shall not create, incur, assume or suffer to exist any additional
indebtedness of any description whatsoever in an aggregate amount in excess of
$25,000 (excluding any indebtedness of the Company to the Secured Party, trade
accounts payable and accrued expenses incurred in the ordinary course of
business and the endorsement of negotiable instruments payable to the Company,
respectively for deposit or collection in the ordinary course of
business).







Section
      7.6.
            Conduct of
      Business.




The
Company will continue to engage, in an efficient and economical manner, in a
business of the same general type as conducted by it on the date of this
Agreement.




Section
      7.7.
            Places of
      Business.




The
location of the Company’s chief place of business is 750 Highway 34, Matawan, NJ
07747.  The Company shall not change the location of its chief place
of business, chief executive office or any place of business disclosed to the
Secured Party or move any of the Pledged Property from its current location
without thirty (30) days' prior written notice to the Secured Party in each
instance.


ARTICLE
8.




MISCELLANEOUS




Section
      8.1.
            Notices.




All
notices or other communications required or permitted to be given pursuant to
this Agreement 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:




If
      to the Secured Party:
            iVoice,
      Inc.750
      Highway 34
              Matawan,
      NJ 07747Attention:  Jerome
      MahoneyTelephone:  (732)
      441-7700Facsimile:  (732)
      441-9895With
      a copy to:
            Meritz
      & Muenz LLP2021
      O Street, NWWashington,
      DC 20036Attention
      : Lawrence A. Muenz, EsquireTelephone:
      (202) 728-2909Facsimile:  (202)
      728-2910And
      if to the Company:
            iVoice
      Technology, Inc.750
      Highway 34
              Matawan,
      NJ 07747Attention:  Jerome
      MahoneyTelephone:  (732)
      441-7700Facsimile:  (732)
      441-9895With
      a copy to:












Any party
may change its address by giving notice to the other party stating its new
address.  Commencing on the tenth (10th) day
after the giving of such notice, such newly designated address shall be such
party’s address for the purpose of all notices or other communications required
or permitted to be given pursuant to this Agreement.




Section
      8.2.
            Severability.




If any
provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall not
in any manner affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.




Section
      8.3.
            Expenses.




In the
event of an Event of Default, the Company will pay to the Secured Party the
amount of any and all reasonable expenses, including the reasonable fees and
expenses of its counsel, which the Secured Party may incur in connection
with:  (i) the custody or preservation of, or the sale,
collection from, or other realization upon, any of the Pledged Property;
(ii) the exercise or enforcement of any of the rights of the Secured Party
hereunder or (iii) the failure by the Company to perform or observe any of
the provisions hereof.




Section
      8.4.
            Waivers, Amendments,
      Etc.




The
Secured Party’s delay or failure at any time or times hereafter to require
strict performance by Company of any undertakings, agreements or covenants shall
not waiver, affect, or diminish any right of the Secured Party under this
Agreement to demand strict compliance and performance herewith.  Any
waiver by the Secured Party of any Event of Default shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the
undertakings, agreements and covenants of the Company contained in this
Agreement, and no Event of Default, shall be deemed to have been waived by the
Secured Party, nor may this Agreement be amended, changed or modified, unless
such waiver, amendment, change or modification is evidenced by an instrument in
writing specifying such waiver, amendment, change or modification and signed by
the Secured Party.




Section
      8.5.
            Continuing Security
      Interest.




This
Agreement shall create a continuing security interest in the Pledged Property
and shall: (i) remain in full force and effect until payment in full of the
Obligations; and (ii) be binding upon the Company and its successors and
heirs and (iii) inure to the benefit of the Secured Party and its
successors and assigns.  Upon the payment or satisfaction in full of
the Obligations, the Company shall be entitled to the return, at its expense, of
such of the Pledged Property as shall not have been sold in accordance with
Section 5.2 hereof or otherwise applied pursuant to the terms hereof and
the Secured Party shall release the Pledged Property and execute such documents
as the Company may, in its sole reasonable discretion, request to evidence such
release and/ or termination of the Security Interests.




Section
      8.6.
            Independent
      Representation.




Each
party hereto acknowledges and agrees that it has received or has had the
opportunity to receive independent legal counsel of its own choice and that it
has been sufficiently apprised of its rights and responsibilities with regard to
the substance of this Agreement.




Section
      8.7.
            Applicable
      Law:  Jurisdiction.




This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of New Jersey without regard to the principles of conflict of
laws.  The parties further agree that any action between them shall be
heard in Hudson County, New Jersey, and expressly consent to the jurisdiction
and venue of the Superior Court of New Jersey, sitting in Hudson County and the
United States District Court for the District of New Jersey sitting in Newark,
New Jersey for the adjudication of any civil action asserted pursuant to this
Paragraph.




Section
      8.8.
            Waiver of Jury
      Trial.




AS A
FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT AND TO
MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES ANY
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS
TRANSACTION.




Section
      8.9
            [Intentionally
      omitted]




Section
      8.10
            Entire
      Agreement.




This
Agreement constitutes the entire agreement among the parties and supersedes any
prior agreement or understanding among them with respect to the subject matter
hereof.







[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]








IN WITNESS WHEREOF,the
parties hereto have executed this Agreement as of the date first above
written.







COMPANY:IVOICE
      TECHNOLOGY, INC.By: _______________________________________Name:   Jerome
      MahoneyTitle:     President
      and Chief Executive OfficerSECURED
      PARTY:IVOICE,
      INC.By: _______________________________________Name:  
      Jerome MahoneyTitle:     President
      and Chief Executive Officer






















EXHIBIT
A






DEFINITION OF PLEDGED
PROPERTY






For the
purpose of securing prompt and complete payment and performance by the Company
of all of the Obligations, the Company unconditionally and irrevocably hereby
grants to the Secured Party a continuing security interest in and to, and lien
upon, the following Pledged Property of the Company:






(a)           all
goods of the Company, including, without limitation, machinery, equipment,
furniture, furnishings, fixtures, signs, lights, tools, parts, supplies and
motor vehicles of every kind and description, now or hereafter owned by the
Company or in which the Company may have or may hereafter acquire any interest,
and all replacements, additions, accessions, substitutions and proceeds thereof,
arising from the sale or disposition thereof, and where applicable, the proceeds
of insurance and of any tort claims involving any of the foregoing;






(b)           all
inventory of the Company, including, but not limited to, all goods, wares,
merchandise, parts, supplies, finished products, other tangible personal
property, including such inventory as is temporarily out of Company’s custody or
possession and including any returns upon any accounts or other proceeds,
including insurance proceeds, resulting from the sale or disposition of any of
the foregoing;






(c)           all
contract rights and general intangibles of the Company, including, without
limitation, goodwill, trademarks, trade styles, trade names, leasehold
interests, partnership or joint venture interests, patents and patent
applications, copyrights, deposit accounts whether now owned or hereafter
created;






(d)           all
documents, warehouse receipts, instruments and chattel paper of the Company
whether now owned or hereafter created;






(e)           all
accounts and other receivables, instruments or other forms of obligations and
rights to payment of the Company (herein collectively referred to as “Accounts”), together
with the proceeds thereof, all goods represented by such Accounts and all such
goods that may be returned by the Company’s customers, and all proceeds of any
insurance thereon, and all guarantees, securities and liens which the Company
may hold for the payment of any such Accounts including, without limitation, all
rights of stoppage in transit, replevin and reclamation and as an unpaid vendor
and/or lienor, all of which the Company represents and warrants will be bona
fide and existing obligations of its respective customers, arising out of the
sale of goods by the Company in the ordinary course of business;






(f)           to
the extent assignable, all of the Company’s rights under all present and future
authorizations, permits, licenses and franchises issued or granted in connection
with the operations of any of its facilities; and






(g)           all
products and proceeds (including, without limitation, insurance proceeds) from
the above-described Pledged Property.






(h)           all
cash, cash equivalents, certificate of deposits, depository accounts, marketable
securities.