EXHIBIT 10.1
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                               AMENDMENT AGREEMENT
                               -------------------

     AMENDMENT AGREEMENT, dated of as February 21, 2008, by and between IVOICE,
INC., a New Jersey corporation ("Company"), YA GLOBAL INVESTMENTS, L.P.
(formerly, CORNELL CAPITAL PARTNERS, LP) ("YA Global"). All capitalized terms
used herein shall have the respective meanings assigned thereto in the
Transaction Documents (as defined below) unless otherwise defined herein.


                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Company and YA Global have entered into certain financing
arrangements set forth on Schedule A attached hereto and referred to herein as
the "Transaction Documents" pursuant to which, the Buyers hold the following
convertible debentures (collectively, the "Debentures"):

-------------- ----------- ----------- ------------------- ---------------------
ISSUANCE       HOLDER      DEBENTURE   ORIGINAL PRINCIPAL  OUTSTANDING PRINCIPAL
DATE                       NUMBER      AMOUNT              AMOUNT
-------------- ----------- ----------- ------------------- ---------------------
May 25, 2006   YA Global   CCP-1       $1,250,000          $1,250,000
-------------- ----------- ----------- ------------------- ---------------------
May 11, 2006   YA Global   CCP-2       $5,544,110          $4,986,510
-------------- ----------- ----------- ------------------- ---------------------


     WHEREAS, in exchange for YA Global's agreement to extend the maturity date
of Debenture number CCP-1, the Company agrees to increase the interest rate of
the Debentures, and certain other covenants as set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree,
covenant and warrant as follows:

1.   Acknowledgements of the Company.

     a.   Acknowledgement of Obligations. Company hereby acknowledges, confirms
          and agrees that as of the date hereof, Company is indebted to the YA
          Global under the Debentures and the Transaction Documents in the
          outstanding principal amount set forth in the first Whereas clause
          above, plus accrued and unpaid interest thereon, and any other fees,
          costs, expenses and other charges now or hereafter payable
          (collectively, the "Obligations") and such Obligations are
          unconditionally owed by Company to YA Global, without offset, defense
          or counterclaim of any kind, nature or description whatsoever.

     b.   Acknowledgement of Security Interests. Company hereby acknowledges,
          confirms and agrees that YA Global has and shall continue to have
          valid, enforceable and perfected first-priority liens upon and
          security interests in the Pledged Property heretofore granted to YA
          Global pursuant to the Amended and
<PAGE>

          Restated Security Agreement dated May 25, 2006 between the Company and
          YA Global, as amended (the "Security Agreement") or otherwise granted
          to or held by YA Global.

2.   Amendments and Agreements. YA Global and the Company agree as follows:

     a.   Adjustment to the Interest Rate. Effective as of March 1, 2008, the
          interest rate on Debenture Number CCP-1 shall be increased from 7.5%
          to 15%.

     b.   Extension of Maturity Date. The Maturity Date of Debenture Number
          CCP-1 shall be extended from May 25, 2008 to May 25, 2011. The
          Maturity Date of Debenture Number CCP-2 shall remain unchanged.

     c.   Adjustment to Conversion Price. The Conversion Price of Debenture
          Number CCP-1 shall be amended and replaced with the following:

               The conversion price (the "Conversion Price") in effect on any
               Conversion Date shall be equal to seventy percent (70%) of the
               lowest Closing Bid Price of the Common Stock during the thirty
               (30) days trading days immediately preceding the Conversion Date,
               as quoted by Bloomberg, LP.

     d.   Partial Redemption. The Company shall fully repay all amounts owed
          under Debenture Number CCP-2 on its maturity date of May 11, 2008 by
          wire transfer of immediately available funds to the following bank:

          BANK NAME: Wachovia Bank     ABA/ROUTING# 031 201 467
          Downtown Financial Center    ACCOUNT# 2000018639380
          101 Hudson Street, NJ1022    ACCOUNT NAME: YA Global Investments, L.P.
          Jersey City NJ 07302
          Telephone# 201-413-6607

          Nothing herein shall be interpreted to limit YA Global's rights to
          convert the Debentures at any time in accordance with their terms.
          Notwithstanding anything to the contrary, YA Global agrees that from
          the date hereof through the Maturity Date of Debenture Number CCP-2,
          YA Global shall only convert, at its sole discretion, Debenture Number
          CCP-2, and shall only convert Debenture Number CCP-1 subsequent to the
          Maturity Date of Debenture CCP-2, or May 11, 2006.

     e.   Any default under this Agreement shall constitute an Event of Default
          the Debentures and the Transaction Documents.

3.   Effect of this Agreement. Except as modified pursuant hereto, no other
     changes or modifications to the Transaction Documents are intended or
     implied and in all other respects the Transaction Documents are hereby
     specifically ratified, restated and confirmed by all parties hereto as of
     the effective date hereof. To the extent of conflict between the terms of
     this Agreement and the other Transaction Documents, the terms of this
     Agreement shall control.

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<PAGE>

     IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day
and year first above written.

                                            IVOICE, INC.


                                            By: _______________________________
                                            Name:
                                            Title: Chief Executive Officer


                                            YA GLOBAL INVESTMENTS, L.P.

                                            BY:  YORKVILLE ADVISORS, LLC
                                            ITS: INVESTMENT MANAGER

                                            By: _______________________________
                                            Name:  Mark Angelo
                                            Title: Portfolio Manager











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<PAGE>

                                   SCHEDULE A
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                              TRANSACTION DOCUMENTS
                              ---------------------


Debenture No.CCP-1 issued to YA Global on May 25, 2006 in the original principal
amount of $1,250,000.

Debenture No.CCP-2 issued to YA Global on May 11, 2006 in the original principal
amount of $5,544,110.

Securities Purchase Agreement dated May 25, 2006 between Company and YA Global.

Investor Registration Rights Agreement dated December 20, 2004 between Company
and YA Global, as amended.

Amended and Restated Security Agreement dated May 25, 2006 between Company and
YA Global.

Irrevocable Transfer Agent Instructions dated May 25, 2006 among the Company, YA
Global, Fidelity Transfer Company, and David Gonzalez, Esq.






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