THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June ___, 2002, by
IVOICE, INC., a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase
Agreement, dated the date hereof, (the "Investor(s)"), and WACHOVIA, N.A., a national banking association,
as Escrow Agent hereunder (the "Escrow Agent").
WHEREAS, the Company and the Investor(s) have entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement"), dated as of the date hereof, pursuant to which the Company proposes to sell
convertible debentures (the "Convertible Debentures") which shall be convertible into the Company's Class A
Common Stock, par value $0.001 per share (the "Common Stock"), at a price per share equal to the Purchase
Price, as that term is defined in the Securities Purchase Agreement. The Securities Purchase Agreement provides
that the Investor(s) shall deposit the purchase amount in a segregated escrow account to be held by Escrow
Agent in order to effectuate a disbursement to the Company at a closing to be held as set forth in the Securities
Purchase Agreement (the "Closing").
WHEREAS, the Company intends to sell Convertible Securities (the "Offering").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement.
WHEREAS, in order to establish the escrow of funds and to effect the provisions of the Securities Purchase
Agreement, the parties hereto have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:
1. DEFINITIONS. The following terms shall have the following meanings when used herein:
a. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to this Agreement.
b. "Joint Written Direction" shall mean a written direction executed by the Investor(s) and the Company directing
Escrow Agent to disburse all or a portion of the Escrow Funds or t