EXHIBIT 10.2
                                                                    ------------

THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY
STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION 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 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.


                                    DEBENTURE

                           THOMAS PHARMACEUTICAS, LTD.

                        (F/K/A IVOICE ACQUISITION CORP.).

                        10% SECURED CONVERTIBLE DEBENTURE

                               DUE JANUARY 1, 2013

No. 1A                                                                  $360,000

         This Debenture is issued by Thomas Pharmaceuticals, Ltd. (f/k/a iVoice
Acquisition Corp.), a New Jersey corporation with its principal office located
at 750 Route 34, Matawan, NJ, 07747 (the "Company"), to iVoice, Inc., a New
Jersey Corporation, with its principal office at 750 Route 34, Matawan, NJ,
07747 (together with its permitted successors and assigns, the "Holder")
pursuant to exemptions from registration under the Act.

                                   ARTICLE I.

         SECTION 1.01 PRINCIPAL AND INTEREST. For value received, on January 6,
2006, 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 Three Hundred Sixty Thousand Dollars (US $360,000) on January
1, 2013 (the "Maturity Date"), together with interest, compounded quarterly, on
the unpaid principal of this Debenture at the rate of ten percent (10%) per year
(computed on the basis of a 365-day year and the actual days elapsed) from the
date of this Debenture until paid.

         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 common stock, par value $0.0001 per
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share ("Common Stock"), at the price per share (the "Conversion Price") equal to
an amount equal to eighty percent (80%) of the lowest closing bid price of the
Common Stock for the five (5) trading days immediately preceding the Conversion
Date (as defined herein). This is the "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; provided, however, until such time
as the Conversion Price has been fixed, but solely for the purposes of this
Section 1.03 only, the Conversion Price shall be deemed to be $0.002 or, if
there is a trading market for the Common Stock, the lowest bid price for the
preceding thirty (30) days. 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 thirty (30) business days advance written notice (the
"Redemption Notice"), a portion of or all of the outstanding principal sum under
this Debenture. The redemption price shall be equal to one hundred twenty-five
percent (125%) multiplied by the portion of the principal sum being redeemed,
plus any accrued and unpaid interest. Once the Company has issued to the Holder
a Redemption Notice, the Holder may continue to convert this Debenture, in
accordance with Section 1.02 hereof, for the thirty (30) day business period
after the Holder receives the Redemption Notice.

         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 Shareholders Agreement, between the Company
and the Holder of even date herewith (the "Shareholders Agreement").

         Section 1.06 GUARANTY. Upon the occurrence of an Event of Default (as
defined in Article III hereto), this Convertible Debenture shall be immediately
due and payable.

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         Section 1.07 INTEREST PAYMENTS. The interest so payable will be paid at
the time of maturity or conversion to the person or company in whose name this
Debenture is registered. At the time such interest is payable, the Company, in
its sole discretion, may elect to pay 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 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 1.08 PAYING AGENT AND REGISTRAR. Initially, the Company will
act as paying agent and registrar. The Company may change any paying agent,
registrar, or Company-registrar by giving the Holder not less than ten (10)
business days' written notice of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.

         Section 1.09 SECURITY AGREEMENT. This Debenture is secured by a
Security Agreement (the "Security Agreement") of even date herewith between the
Company 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", wherever used
herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation
of any administrative or governmental body):

         (i) Any default in the payment of the principal of, interest on or
         other charges in respect of this Debenture, free of any claim of
         subordination, as and when the same shall become due and payable and
         that is not cured within ten (10) days of the Company's receipt of
         written notice from the Holder explaining such default in reasonable
         detail (whether on an installment, a Principal Payment Date, an
         Interest Payment Date, a Conversion Date or the Maturity Date or by
         acceleration or otherwise);

         (ii) The Company shall fail to observe or perform any other covenant,
         agreement or warranty contained in, or otherwise commit any breach or
         default of any provision of this Debenture hereof or the Shareholders
         Agreement, Security Agreement, or the Escrow Agreement which is not
         cured with in the time prescribed;

                                        3
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         (iii) The Company or any subsidiary of the Company shall commence, or
         there shall be commenced against the Company or any subsidiary of the
         Company under any applicable bankruptcy or insolvency laws as now or
         hereafter in effect or any successor thereto, or the Company or any
         subsidiary of the Company commences any other proceeding under any
         reorganization, arrangement, adjustment of debt, relief of debtors,
         dissolution, insolvency or liquidation or similar law of any
         jurisdiction whether now or hereafter in effect relating to the Company
         or any subsidiary of the Company or there is commenced against the
         Company or any subsidiary of the Company any such bankruptcy,
         insolvency or other proceeding which remains undismissed for a period
         of sixty one (61) days; or the Company or any subsidiary of the Company
         is adjudicated insolvent or bankrupt; or any order of relief or other
         order approving any such case or proceeding is entered; or the Company
         or any subsidiary of the Company suffers any appointment of any
         custodian, private or court appointed receiver or the like for it or
         any substantial part of its property which continues undischarged or
         unstayed for a period of sixty one (61) days; or the Company or any
         subsidiary of the Company makes a general assignment for the benefit of
         creditors; or the Company or any subsidiary of the Company shall fail
         to pay, or shall state that it is unable to pay, or shall be unable to
         pay, its debts generally as they become due; or the Company or any
         subsidiary of the Company shall call a meeting of its creditors with a
         view to arranging a composition, adjustment or restructuring of its
         debts; or the Company or any subsidiary of the Company shall by any act
         or failure to act expressly indicate its consent to, approval of or
         acquiescence in any of the foregoing; or any corporate or other action
         is taken by the Company or any subsidiary of the Company for the
         purpose of effecting any of the foregoing;

         (iv) The Company or any subsidiary of the Company shall default in any
         of its obligations under any other debenture or any mortgage, credit
         agreement or other facility, indenture agreement, factoring agreement
         or other instrument under which there may be issued, or by which there
         may be secured or evidenced any indebtedness for borrowed money or
         money due under any long term leasing or factoring arrangement of the
         Company or any subsidiary of the Company in an amount exceeding
         $20,000, whether such indebtedness now exists or shall hereafter be
         created and such default shall result in such indebtedness becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable;

         (v) At any time following the time the Company has been quoted for
         trading or listed for trading on the Nasdaq OTC Bulletin Board ("OTC"),
         Nasdaq SmallCap Market, New York Stock Exchange, American Stock
         Exchange or the Nasdaq National Market (each, a "Subsequent Market"),
         the Common Stock shall cease to be so quoted for trading or listed for
         trading on a Subsequent Market") and shall not again be quoted or
         listed for trading thereon within five (5) trading days of such
         delisting;

         (vi) The Company shall fail to file the Initial Registration Statement
         with the Commission (as defined in Section 2(a) of the Investor Rights
         Registration Agreement), or the Initial Registration Statement shall
         not have been declared effective by the Commission, in each case within
         the time periods set forth in the Investor Registration Rights
         Agreement of even date herewith between the Company and the Holder;

                                        4
<PAGE>
         (vii) If the effectiveness of the Initial Registration Statement lapses
         for any reason or the Holder shall not be permitted to resell the
         shares of Common Stock underlying this Debenture under the Initial
         Registration Statement, in either case, for more than five (5)
         consecutive trading days or an aggregate of eight trading days (which
         need not be consecutive trading days);

         (viii) The Company shall fail for any reason to deliver Common Stock
         certificates to a Holder prior to the fifth (5th) trading day after a
         Conversion Date or the Company shall provide notice to the Holder,
         including by way of public announcement, at any time, of its intention
         not to comply with requests for conversions of this Debenture in
         accordance with the terms hereof;

         Section 3.02 PAYMENT ON EVENT OF DEFAULT.  During the time that any
portion of this Debenture is outstanding, if any Event of Default has occurred,
the full principal amount of this Debenture, together with interest and other
amounts owing in respect thereof, to the date of acceleration shall become at
the Holder's election, immediately due and payable in cash, provided however,
the Holder may request (but shall have no obligation to request) payment of such
amounts in Common Stock of the Company. 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 convert all
debentures outstanding and held by Holder and accrued interest thereon into
shares of Common Stock at a conversion price equal to the lowest quoted Bid
price of the Company's Common Stock, as quoted by Bloomberg, LP, for the first
five (5) trading days after the Company's Common Stock becomes listed on the OTC
Bulletin Board. The Holder need not provide and the Company hereby waives any
presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under
applicable law. Such declaration may be rescinded and annulled by Holder at any
time prior to payment hereunder. No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon. Upon an
Event of Default, notwithstanding any other provision of this Debenture, the
Holder shall have no obligation to the Company to comply with or adhere to any
limitations, if any, on the conversion of this Debenture or the sale of the
Conversion Shares.

         Section 3.03 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated
in Article III Section 3.01, a breach by the Company of its obligations under
the Shareholders Agreement shall be deemed an Event of Default, which if not
cured within ten (10) days, shall entitle the Holder accelerated full repayment
of all debentures outstanding and held by Holder. 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 hereof into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.

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         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.

                                   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 COMMON STOCK. If at any time the
Holder does not control a majority of the voting securities of the Company and
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 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 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. Holder shall
take no action, without the consent of the holders of a majority of the
Company's Series A Preferred Stock (or the Common Stock that the Series A
Preferred Stock is converted into), that would cause a breach of this Section
5.02.

                                   ARTICLE VI.

         SECTION 6.01 NOTICE. All notices or other communications required or
permitted to be given pursuant to this Debenture 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 Company, to:               Thomas Pharmaceuticals, Ltd.
                                     c/o iVoice, Inc.
                                     750 Route 34
                                     Matawan, NJ  07747
                                     Attention: Jerry Mahoney
                                     Telephone: 732-441-7700
                                     Facsimile: 732-441-9895




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<PAGE>

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

         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 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.

         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.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
executed this Debenture as of the date first written above.



                                     THOMAS PHARMACEUTICALS, LTD.

                                     By: ________________________________
                                     Name:
                                     Title:









                                        7
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                                   EXHIBIT "A"
                                   -----------

                              NOTICE OF CONVERSION
                              --------------------
           (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)


TO:

         The undersigned hereby irrevocably elects to convert $ of the principal
amount of this Debenture into Shares of Common Stock of Thomas Pharmaceuticals
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:                         ________________________________________

ADDRESS OF RECEIVING PARTY:             ________________________________________

SOCIAL SECURITY NUMBER OR TAX
IDENTIFICATION NUMBER OF RECEIVING
PARTY:                                  ________________________________________


                                       A-1