Exhibit 10.3
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 24, 2003, by and
among iVOICE ACQUISITION 1, INC., a Delaware corporation, with headquarters located at 750 Highway
34 Matawan, New Jersey 07747 (the "Company"), and the Buyers listed on Schedule I attached hereto
(individually, a "Buyer" or collectively "Buyers").
WITNESSETH:
WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an
exemption from securities registration pursuant to
Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the U.S. Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase up to Two Hundred Fifty
Thousand Dollars ($250,000) of convertible debentures (the "Convertible Debentures"), which shall be
convertible into shares of the Company's common stock, par value $ 0.0001 (the "Common Stock") (as
converted, the "Conversion Shares"), for a total purchase price of up to Two Hundred Fifty Thousand Dollars
($250,000), (the "Purchase Price") in the respective amounts set forth opposite each Buyer(s) name on Schedule
I ( the "Subscription Amount"); and
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A
(the "Investor Registration Rights Agreement") pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and the rules and regulations promulgated there under, and applicable state
securities laws;
WHEREAS, contemporaneously with the execution and delivery of this Agreement the Buyer(s) shall receive a
Guaranty Agreement dated the dat