EXHIBIT 10.10

THIS  SECURED  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.

                                SECURED DEBENTURE

                           CORPORATE STRATEGIES, INC.

                        5% SECURED CONVERTIBLE DEBENTURE

                               DUE JUNE ___, 2007

No. iVoice-1                                                            $500,000

         This  Secured  Debenture  is issued by  Corporate  Strategies,  Inc., a
Delaware  corporation  (the  "Company"),  to  iVoice,  Inc.  (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 June ___,
2004,  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  Five  Hundred  Thousand  Dollars  ($500,000),  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 provided,  however,  that in no
event  shall the Holder be entitled to convert  this  Debenture  for a number of
shares of Common Stock in excess of that number of shares of Common Stock which,
upon  giving  effect to such  conversion,  would cause the  aggregate  number of
shares of Common Stock  beneficially  owned by the Holder and its  affiliates to


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exceed  4.99% of the  outstanding  shares of the  Common  Stock  following  such
conversion (which provision may be waived by the Investor by written notice from
the Investor to the  Company,  which notice shall be effective 61 days after the
date of such notice). This limitation shall not apply to an automatic conversion
pursuant to Section 4.03 hereof.

         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  Class A Common  Stock,  par value  $0.001 per share  ("Common
Stock"),  at the price per share (the "Conversion Price") equal to the lesser of
(a) an amount  equal to one  hundred  twenty  percent  (120%) of the initial 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 made by a market maker,
submitted  on Form 211 to and  approved by the NASD,  or (b) an amount  equal to
eighty  percent (80%) of the lowest  closing bid price of the  Company's  Common
Stock,  as quoted by Bloomberg,  LP (the "Closing Bid Price"),  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  fifteen  (15) days  advance  written  notice  (the
"Redemption Notice"), a portion or all outstanding  convertible  debenture.  The
redemption  price  shall be one  hundred  twenty  percent  (120%) of the  amount
redeemed plus accrued interest.

         SECTION 1.05 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 of even date
herewith between the Company and the Holder (the "Investor  Registration  Rights
Agreement").


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         SECTION 1.06 INTEREST  PAYMENTS.  Accrued interest shall 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  Holder,  in its sole
discretion,  may elect to receive  the  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 SECURED NATURE OF DEBENTURE.  This Debenture is secured by
certain  assets and property of the Company and Aim American  Mortgage,  Inc., a
majority  owned  subsidiary  of the  Company,  as more  fully  described  in two
Security  Agreements of even date herewith,  one of which is between the Company
and the Holder and the other is between  Aim  American  Mortgage,  Inc.  and the
Holder.

                                  ARTICLE II.

         SECTION 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended without 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;  (c)
failure by the Company's  transfer agent to issue freely  tradeable Common Stock
to the Holder  within  five (5) 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,  the Escrow Agreement,  the
Security  Agreement,  the Investor  Registration  Rights  Agreement or any other
agreement  entered  into on the date  hereof  between the Company and the Holder
which is not cured by the Company  within ten (10) days after receipt of written
notice thereof.  Upon the occurrence of an Event of Default,  the Holder may, in
its sole discretion, accelerate full repayment of all debentures outstanding and
accrued interest thereon or may,  notwithstanding  any limitations  contained in
this Debenture  and/or the Securities  Purchase  Agreement of even date herewith
between the Company and iVoice,  Inc.  (the  "Securities  Purchase  Agreement"),
convert all debentures  outstanding and accrued  interest thereon into shares of
Common Stock pursuant to Section 1.02 herein.


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         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 to accelerate
full repayment of all debentures  outstanding and accrued  interest  thereon or,
notwithstanding   any  limitations   contained  in  this  Debenture  and/or  the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest  thereon into shares of Common  Stock  pursuant to Section 1.02 herein.
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.

                                   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 CAPITAL STOCK OR GRANT  SECURITY
INTERESTS.  Except for the Standby Equity Distribution  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 or Preferred 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  Preferred  Stock,  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.


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                                  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:             Corporate Strategies, Inc.
                                   1770 St. James Place, Suite 116
                                   Houston, Texas  77056
                                   Attention:  Tim Connolly
                                   Telephone:  (713) 621-2737
                                   Facsimile:  (713) 586-6678

With a copy to:                    Seth A. Farbman, Esq.
                                   150 West 46th Street
                                   New York, NY 10036
                                   Telephone: (212) 730-4073
                                   Facsimile: (646) 349-9655

If to the Holder:                  iVoice, Inc.
                                   750 Highway 34
                                   Matawan, NJ  07747
                                   Attention: Jerry Mahoney
                                   Telephone: (732) 441-7700
                                   Facsimile: (732) 441-9895

With a copy to:




         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 New
Jersey without giving effect to the principals of conflict of laws thereof. Each
of the parties consents to the exclusive 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.


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<PAGE>


         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.


                                                 CORPORATE STRATEGIES, INC.

                                                 By: /s/ Tim Connolly
                                                    ---------------------------
                                                    Name:  Tim Connolly
                                                    Title: President



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                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)

TO:

         The undersigned hereby irrevocably elects to convert $ of the principal
amount  of the  above  Debenture  into  Shares  of  Common  Stock  of  Corporate
Strategies,  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:                    _____________________________________________


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