0001185185-09-001252 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • November 24th, 2009 • Ivoice, Inc /Nj • Services-computer integrated systems design • New Jersey

THIS AMENDMENT NO. 2 dated as of November 12, 2009 (this “Amendment”) with respect to that certain Amended and Restated Security Agreement entered into and made effective May 25, 2006 (as amended, the “Security Agreement”) by and between iVoice, Inc. (the “Company”) and YA Global Investments, L.P. (f/k/a Cornell Capital Partners, LP)(the “Secured Party”).

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SETTLEMENT AGREEMENT
Settlement Agreement • November 24th, 2009 • Ivoice, Inc /Nj • Services-computer integrated systems design

THIS SETTLEMENT AGREEMENT dated as of November 12, 2009 (this “Settlement Agreement”) by and between YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital Partners, LP (“Investor”), and IVOICE, INC. (“Company”).

IVOICE, INC. Amended and Restated Secured Convertible Debenture
Secured Convertible Debenture • November 24th, 2009 • Ivoice, Inc /Nj • Services-computer integrated systems design

This Amended and Restated Secured Convertible Debenture (the “Debenture”) is issued by IVOICE, INC., a New Jersey corporation (the “Obligor”), to YA Global Investments, L.P., f/k/a Cornell Capital Partners, LP (the “Holder”), and amends and restates in its entirety (and is given in substitution for but not in satisfaction of) that certain Secured Convertible Debenture dated May 25, 2006 (the “Prior Debenture”) issued by Obligor to Holder in the original principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000). This Debenture does not effect a refinancing of all or any portion of the obligations under the Prior Debenture, it being the intention of the Obligor and Holder to avoid effectuating a novation of any such obligations.

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