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



                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS



                                 March 30, 2007





         RE:      IVOICE TECHNOLOGIES, INC.

Ladies and Gentlemen:


         Reference is made to that certain Convertible Debenture of even date
herewith issued by iVoice Technology, Inc., a New Jersey corporation (the
"Company") to Cornell Capital Partners, LP ("Cornell") in the aggregate
principal amount of Seven Hundred Thousand Dollars ($700,000) (the "Debenture"),
plus accrued interest, which is convertible into shares of the Company's common
stock, no par value per share (the "Common Stock"), at Cornell's discretion.
These instructions relate to the following stock or proposed stock issuances or
transfers:

         1.     The Company has agreed to issue to Cornell shares of the
                Company's Common Stock upon conversion of the Debenture
                ("Conversion Shares") plus the shares of Common Stock to be
                issued to Cornell upon conversion of accrued interest and
                liquidated damages into Common Stock (the "Interest Shares")

This letter shall serve as our irrevocable authorization and direction to
Fidelity Transfer Company (the "Transfer Agent") to do the following:

         1.     CONVERSION SHARES.

                a.     INSTRUCTIONS APPLICABLE TO TRANSFER AGENT. With respect
                       to the Conversion Shares and the Interest Shares, the
                       Transfer Agent shall issue the Conversion Shares and the
                       Interest Shares to Cornell from time to time upon
                       delivery to the Transfer Agent of a properly completed
                       and duly executed Conversion Notice (the "Conversion
                       Notice"), in the form attached hereto as Exhibit I,
                       delivered on behalf of the Company to the Transfer Agent
                       by Cornell. Upon receipt of a Conversion Notice, the
                       Transfer Agent shall within three (3) Trading Days
                       thereafter (i) issue and surrender to a common carrier
<PAGE>
                       for overnight delivery to the address as specified in the
                       Conversion Notice, a certificate, registered in the name
                       of Cornell or their designees, for the number of shares
                       of Common Stock to which Cornell shall be entitled as set
                       forth in the Conversion Notice or (ii) provided Transfer
                       Agent are participating in The Depository Trust Company
                       ("DTC") Fast Automated Securities Transfer Program, upon
                       the request of Cornell, credit such aggregate number of
                       shares of Common Stock to which Cornell shall be entitled
                       to Cornell's or their designees' balance account with DTC
                       through its Deposit Withdrawal At Custodian ("DWAC")
                       system provided the Buyers causes its bank or broker to
                       initiate the DWAC transaction. For purposes hereof
                       "Trading Day" shall mean any day on which the Nasdaq
                       Market is open for customary trading.

                b.     The Company hereby confirms to the Transfer Agent and
                       Cornell that certificates representing the Conversion
                       Shares shall not bear any legend restricting transfer and
                       should not be subject to any stop-transfer restrictions
                       and shall otherwise be freely transferable on the books
                       and records of the Company; PROVIDED THAT counsel to the
                       Company delivers (i) the Notice of Effectiveness set
                       forth in Exhibit II attached hereto and (ii) an opinion
                       of counsel in the form set forth in Exhibit III attached
                       hereto, and that if the Conversion Shares and the
                       Interest Shares are not registered for sale under the
                       Securities Act of 1933, as amended, then the certificates
                       for the Conversion Shares and Interest Shares shall bear
                       the following legend:

                       "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                       BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                       AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
                       SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
                       BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
                       ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
                       SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                       OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
                       COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
                       THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
                       APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
                       TO RULE 144 UNDER SAID ACT."

                c.     In the event that counsel to the Company fails or refuses
                       to render an opinion as required to issue the Conversion
                       Shares in accordance with the preceding paragraph (either
                       with or without restrictive legends, as applicable), then
                       the Company irrevocably and expressly authorizes counsel
                       to Cornell to render such opinion. The Transfer Agent
                       shall accept and be entitled to rely on such opinion for
                       the purposes of issuing the Conversion Shares.

                d.     INSTRUCTIONS APPLICABLE TO ESCROW AGENT. Upon the Escrow
                       Agent's receipt of a properly completed conversion notice
                       substantially in the form attached as an exhibit to the
                       Debentures, the Escrow Agent shall, within one (1)
                       Trading Day thereafter, send to the Transfer Agent a
                       Conversion Notice in the form attached hereto as Exhibit
                       I, which shall constitute an irrevocable instruction to
                       the Transfer Agent to process such Conversion Notice in
                       accordance with the terms of these instructions.

                                        2
<PAGE>
         2.     ALL SHARES.

                a.     The Transfer Agent shall reserve for issuance to Cornell
                       the Conversion Shares. All such shares shall remain in
                       reserve with the Transfer Agent until Cornell the
                       Transfer Agent instructions that the shares or any part
                       of them shall be taken out of reserve and shall no longer
                       be subject to the terms of these instructions.

                b.     The Transfer Agent shall rely exclusively on the
                       Conversion Notice or the Escrow Notice and shall have no
                       liability for relying on such instructions. Any
                       Conversion Notice or Escrow Notice delivered hereunder
                       shall constitute an irrevocable instruction to the
                       Transfer Agent to process such notice or notices in
                       accordance with the terms thereof. Such notice or notices
                       may be transmitted to the Transfer Agent by facsimile or
                       any commercially reasonable method.

                c.     The Company hereby confirms to the Transfer Agent Cornell
                       that no instructions other than as contemplated herein
                       will be given to Transfer Agent by the Company with
                       respect to the matters referenced herein. The Company
                       hereby authorizes the Transfer Agent, and the Transfer
                       Agent shall be obligated, to disregard any contrary
                       instructions received by or on behalf of the Company.

         The Company hereby agrees that it shall not replace the Transfer Agent
as the Company's transfer agent without the prior written consent of Cornell.

         Any attempt by Transfer Agent to resign as the Company's transfer agent
hereunder shall not be effective until such time as the Company provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer agent and to be bound by the terms and conditions of these Irrevocable
Transfer Agent Instructions.

         Except for shares issued upon the conversion of convertible debt, Class
B Common Stock or the payment of legal fees to Lawrence A. Muenz, Esq. and/or
patent counsel, the Company herby confirms and the Transfer Agent acknowledges
that while any portion of the Debenture remains unpaid and unconverted the
Company and the Transfer Agent shall not, without the prior consent of Cornell
(i) issue any Common Stock or Preferred Stock without consideration or for a
consideration per share less than its closing bid price determined immediately
prior to its issuance, except for the issuance of an equity security pursuant to
an agreement to acquire another entity, the assets of another entity or merge
with another entity into the Company or a subsidiary of the Company whereby
(provided Cornell is given at least ten (10) days written notice of the same):
(A) the shareholders of the Company immediately prior to the consummation of the
contemplated transaction continue to hold a majority of the outstanding Common
Stock shares of the Company immediately subsequent to the consummation of the
transaction or (B) the Company holds a majority of the outstanding Common Stock
shares of the

                                        3
<PAGE>
subsidiary Company immediately subsequent to the consummation of the transaction
(ii) issue 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 the
closing bid price of such Common Stock determined immediately prior to its
issuance, (iii) issue any shares of the Company's Common Stock registered under
the 1933 Act on Form S-8, except for shares issued pursuant to a Company stock
option or incentive plan.

         The Company and the Transfer Agent hereby acknowledge and confirm that
complying with the terms of this Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.

         Each party hereto specifically acknowledges and agrees that in the
event of a breach or threatened breach by a party hereto of any provision
hereof, Cornell will be irreparably damaged and that damages at law would be an
inadequate remedy if these Irrevocable Transfer Agent Instructions were not
specifically enforced. Therefore, in the event of a breach or threatened breach
by a party hereto, including, without limitation, the attempted termination of
the agency relationship created by this instrument, the Buyers shall be
entitled, in addition to all other rights or remedies, to an injunction
restraining such breach, without being required to show any actual damage or to
post any bond or other security, and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]













                                        4
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this letter agreement
regarding Irrevocable Transfer Agent Instructions to be duly executed and
delivered as of the date first written above.


                                    COMPANY:

                                    IVOICE TECHNOLOGY, INC.


                                    By: __________________________________
                                    Name:  Jerome Mahoney
                                    Title: President and Chief Executive Officer



                                    CORNELL CAPITAL PARTNERS LP


                                    _____________________________________
                                    Name:  David Gonzalez
                                    Title:______________.



FIDELITY TRANSFER COMPANY

By:   _____________________________

Name: _____________________________

Title:_____________________________









                                        5
<PAGE>
                                   SCHEDULE I
                                   ----------

                               SCHEDULE OF BUYERS
                               ------------------




<TABLE><CAPTION>
                                                                   ADDRESS/FACSIMILE
NAME                           SIGNATURE                           NUMBER OF BUYERS
----------------------------   ---------------------------------   ----------------------------------
<S>                            <C>                                 <C>
Cornell Capital Partners, LP   By:   Yorkville Advisors, LLC       101 Hudson Street - Suite 3700
                               Its:  General Partner               Jersey City, NJ  07303
                                                                   Facsimile:  (201) 985-8266

                               By:   _______________________
                               Name: Mark Angelo
                               Its:  Portfolio Manager
</TABLE>
























                                  SCHEDULE I-1
<PAGE>
                                    EXHIBIT I
                                    ---------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                            FORM OF CONVERSION NOTICE
                            -------------------------


         Reference is made to that certain Convertible Debenture issued by
iVoice Technologies, Inc., a New Jersey corporation (the "Company") to Cornell
Capital Partners, LP ("Cornell") dated March ____ 2007 (the "Debenture"), plus
accrued interest, which is convertible into shares of the Company's common
stock, par value $0.001 per share (the "Common Stock"), of the Company for the
amount indicated below as of the date specified below.


Conversion Date:                                             ___________________

Amount to be converted:                                      $__________________

Conversion Price:                                            $__________________

Shares of Common Stock Issuable:

Amount of Debenture unconverted:                             $__________________

Amount of Interest Converted:                                $__________________

Conversion Price of Interest:                                $__________________

Shares of Common Stock Issuable:

Amount of Liquidated Damages:                                $__________________

Conversion Price of Liquidated Damages:                      $__________________

Shares of Common Stock Issuable:                             ___________________

Total Number of shares of Common Stock to be issued:         ___________________





                                   EXHIBIT I-1
<PAGE>

Please issue the shares of Common Stock in the following name and to the
following address:

Issue to:                               ______________________________________

Authorized Signature:                   ______________________________________

Name:                                   ______________________________________

Title:                                  ______________________________________

Phone #:                                ______________________________________

Broker DTC Participant Code:            ______________________________________

Account Number*:                        ______________________________________





     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.










                                        2
<PAGE>
                                   EXHIBIT II
                                   ----------


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------


                         FORM OF NOTICE OF EFFECTIVENESS
                         -------------------------------
                            OF REGISTRATION STATEMENT
                            -------------------------


_________, 2007

_________


Attention:

RE:      IVOICE TECHNOLOGIES, INC.

Ladies and Gentlemen:

         We are counsel to iVoice Technologies, Inc., (the "Company"), and have
represented the Company in connection with that certain Securities Purchase
Agreement, dated as of March __, 2007 (the "Securities Purchase Agreement"),
entered into by and among the Company and the Buyers set forth on Schedule I
attached thereto (collectively the "Buyers") pursuant to which the Company has
agreed to sell to the Buyers up to Seven Hundred Thousand Dollars ($700,000) of
secured convertible debentures, which shall be convertible into shares (the
"Conversion Shares") of the Company's common stock, par value $0.001 per share
(the "Common Stock"), in accordance with the terms of the Securities Purchase
Agreement. Pursuant to the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement, dated as of March ___, 2007, with
the Buyers (the "Investor Registration Rights Agreement") pursuant to which the
Company agreed, among other things, to register the Conversion Shares under the
Securities Act of 1933, as amended (the "1933 Act"). In connection with the
Company's obligations under the Securities Purchase Agreement and the
Registration Rights Agreement, on _______, 2005, the Company filed a
Registration Statement (File No. ___-_________) (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC") relating to the sale of
the Conversion Shares.

         In connection with the foregoing, we advise the Transfer Agent that a
member of the SEC's staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Conversion Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.




                                  SCHEDULE II-1
<PAGE>
         The Buyers has confirmed it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Conversion Shares.




                                Very truly yours,




                                By:
                                   -------------------------------



















                                  SCHEDULE II-2
<PAGE>
                                   EXHIBIT III
                                   -----------


                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------


                                 FORM OF OPINION
                                 ---------------


________________ 2007


VIA FACSIMILE AND REGULAR MAIL
------------------------------

________________


Attention:

         RE:    IVOICE TECHNOLGIES, INC.

Ladies and Gentlemen:

         We have acted as special counsel to iVoice Technologies, Inc. (the
"Company"), in connection with the registration of ___________shares (the
"Shares") of its common stock with the Securities and Exchange Commission (the
"SEC"). We have not acted as your counsel. This opinion is given at the request
and with the consent of the Company.

         In rendering this opinion we have relied on the accuracy of the
Company's Registration Statement on Form SB-2, as amended (the "Registration
Statement"), filed by the Company with the SEC on _________ ___, 2006. The
Company filed the Registration Statement on behalf of certain selling
stockholders (the "Selling Stockholders"). This opinion relates SOLELY to the
Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth
opposite such Selling Stockholders' names. The SEC declared the Registration
Statement effective on __________ ___, 2006.

         We understand that the Selling Stockholders acquired the Shares in a
private offering exempt from registration under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is contained under the heading "Selling Stockholders" in the Registration
Statement, which information is incorporated herein by reference. This opinion
does not relate to the issuance of the Shares to the Selling Stockholders. The
opinions set forth herein relate solely to the sale or transfer by the Selling
Stockholders pursuant to the Registration Statement under the Federal laws of
the United States of America. We do not express any opinion concerning any law
of any state or other jurisdiction.

         In rendering this opinion we have relied upon the accuracy of the
foregoing statements.


                                 SCHEDULE III-1
<PAGE>
         Based on the foregoing, it is our opinion that the Shares have been
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and that ________ may remove the restrictive legends
contained on the Shares. This opinion relates SOLELY to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit "A" hereto.

         This opinion is furnished to Transfer Agent specifically in connection
with the sale or transfer of the Shares, and solely for your information and
benefit. This letter may not be relied upon by Transfer Agent in any other
connection, and it may not be relied upon by any other person or entity for any
purpose without our prior written consent. This opinion may not be assigned,
quoted or used without our prior written consent. The opinions set forth herein
are rendered as of the date hereof and we will not supplement this opinion with
respect to changes in the law or factual matters subsequent to the date hereof.

Very truly yours,






















                                 SCHEDULE III-2
<PAGE>



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


                         (LIST OF SELLING STOCKHOLDERS)
                         ------------------------------





NAME:                                                    NO. OF SHARES:
-----------------------------------------------------    -----------------------





























                                   EXHIBIT A-1