iVoice, Inc.(fka IVOI)

[neatnick]

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On June 15, 2005, iVoice, Inc. (the "Company") received funding for $5 million by delivering a secured promissory note (the "Note") to Cornell Capital Partners, LP. The term of the Note is two years with an annual interest rate of twelve percent (12%). The lender received a fee of five and one-half percent (5 1/2 %), a consulting fee of four and one-half percent (4 1/2 %) pursuant to the Consulting Services Agreement and a structuring fee of $7,500. The Note is secured with substantially all of the Company's assets, excluding cash, pursuant to a Security Agreement and substantially all of the assets of the Company's wholly owned subsidiary, iVoice Acquisition Corp. pursuant to a Security Agreement.