EQUITY LINE OF CREDIT AGREEMENT
AGREEMENT dated as of the 24th day of January 2003 (the "Agreement") between CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Investor"), and iVOICE ACQUISITION 1, INC., a
corporation organized and existing under the laws of the State of Delaware (the "Company").
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the
Company up to Ten Million ($10,000,000) Dollars of the Company's common stock, par value $0.0001 per
share (the "Common Stock"); and
WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of
the Securities Act of 1933, as amended, and the regulations promulgated there under (the "Securities Act"), and
or upon such other exemption from the registration requirements of the Securities Act as may be available with
respect to any or all of the investments to be made hereunder.
WHEREAS, the Company has engaged _______________ to act as the Company's exclusive placement agent
in connection with the sale of the Company's Common Stock to the Investor hereunder.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.1. "Advance" shall mean the portion of the Commitment Amount requested by the Company in the
Section 1.2. "Advance Date" shall mean the date Butler Gonzalez LLP/Wachovia Bank, N.A. Escrow Account is
in receipt of the funds from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of
free trading shares from the Company and therefore an Advance by the Investor to the Company can be made
and Butler Gonzalez LLP can release the free trading shares to the Investor. No Advance Date shall be less than
six (6) Trading Days after an Advance Notice Date.
Section 1.3. "Advance Notice" shall mean a written notice