EXHIBIT 10.24
June 28, 2002
iVoice, Inc.
750 Highway 34
Matawan, New Jersey 07747
Gentlemen:
This letter will set forth our respective agreement regarding the
conversion of all shares of Class B common stock beneficially owned by me. I
acknowledge that iVoice, Inc. intends to register the resale of 394,000,000
shares of Class A common stock under an Equity Line of Credit and upon
conversion of outstanding Convertible Debentures. I further acknowledge that
iVoice does not have a sufficient number of authorized shares of Class A common
stock in order to honor the exercise or conversion of all outstanding options,
warrants, debentures and Class B common stock. Accordingly, I hereby agree not
to convert any of my shares of Class B common stock until such time as (i) the
registration statement registering the shares of Class A common stock underlying
the Equity Line of Credit and Convertible Debentures is no longer effective or
(ii) until iVoice has increased the number of authorized shares of Class A
common stock to an amount sufficient to honor the exercise or conversion of all
outstanding options, warrants, debentures and Class B common stock.
This letter may be executed in any number of counterparts, all of which
shall be deemed an original, and both of which shall constitute one and the same
instrument. This letter shall be accepted, effective and binding, for all
purposes, when the parties shall have signed and transmitted to each other, by
telecopier or otherwise, copies of this letter. In the event of any litigation
arising hereunder, the prevailing party or parties shall be entitled to recover
its reasonable attorneys' fees and court costs from the other party or parties,
including the costs of bringing such litigation and collecting upon any
judgments. This letter shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives,
trustees, successors and assigns.
If the foregoing correctly sets forth the terms of our agreement,
please sign this letter on the line provided below, whereupon it will constitute
a binding agreement between us.
Very truly yours,
iVoice, Inc.
By:
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Name:
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Title:
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Agreed and accepted
on June ___, 2002:
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Jerome Mahoney