0000922423-04-000147 Sample Contracts

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February 3, 2004
Letter Agreement • February 5th, 2004 • Ivoice Com Inc /De • Services-computer integrated systems design • New Jersey

This letter agreement (the "Letter Agreement") between Jerome R. Mahoney (the "Stockholder") and iVoice, Inc., a New Jersey corporation (the "Corporation"), confirms such parties' understanding with respect to the shares of Class A common stock, no par value per share, of the Corporation (the "Class A Common Stock") underlying (i) the Stockholder's shares of Class B common stock, par value $.01 per share, of the Corporation ("Class B Common Stock"), (ii) the promissory note dated March 20, 2001 made by the Corporation in favor of the Stockholder, as amended on August 13, 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Convertible Note"), and (iii) any other securities held by the Stockholder convertible into or exercisable for shares of Class A Common Stock (together with the Class B Common Stock and the Convertible Note, the "Convertible Securities").

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