EXHIBIT 10.27


                                January 24, 2003

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 5,000,000,000
shares  of Class A common  stock  under an  Equity  Line of  Credit.  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 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:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


Agreed and accepted on
January 24, 2003:


- -------------------------------
Jerome Mahoney