Exhibit 10.17


                              TERMINATION AGREEMENT
                              ---------------------

      THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of February 28, 2005, by and between iVOICE TECHNOLOGY, INC., a New
Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP., a
Delaware limited partnership (the "Buyer").

                                    Recitals:

      WHEREAS, the Company and the Buyer entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement"); Convertible Debentures (the
"Convertible Debentures"); a Security Agreement (the "Security Agreement"); an
Investor Registration Rights Agreement (the "Investor Registration Rights
Agreement"); an Escrow Agreement (the "Escrow Agreement"); and an Irrevocable
Transfer Agent Instructions (the "Irrevocable Transfer Agent Instructions"), all
of which are dated August 13, 2004 (collectively, the Securities Purchase
Agreement, Convertible Debentures issued thereto dated August 13, 2004 and
November 17, 2004, the Security Agreement, the Investor Registration Rights
Agreement, the Escrow Agreement and Irrevocable Transfer Agent Instructions are
referred to as the "Transaction Documents."

      NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants contained herein and in the Transaction Documents and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:

      1.    Termination. The parties to this Agreement hereby terminate the
            Transaction Documents and the respective rights and obligations
            contained therein, except as otherwise stated herein. As a result of
            this provision, none of the parties shall have any rights or
            obligations under or with respect to the Transaction Documents
            except as otherwise specified herein.

      2.    Principal and Interest. Notwithstanding the foregoing, the Company
            shall pay the Buyer the purchase price of Seven Hundred Thousand
            Dollars ($700,000), plus accrued interest as set forth in the
            Transaction Documents. The terms of repayment shall be set forth in
            the Promissory Note of even date herewith between the parties.

      3.    Payment of Fees. Notwithstanding the termination of the Transaction
            Documents, all fees paid to the Buyer by the Company pursuant to the
            Transaction Documents shall be deemed fully earned as August 13,
            2004. Any fees not previously paid to the Buyer, if any, shall be
            paid immediately.

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      IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.

                                         iVOICE TECHNOLOGY, INC.

                                         By: /s/ Jerome R. Mahoney
                                            ----------------------------
                                         Name:  Jerome R. Mahoney
                                         Title: Chairman


                                         CORNELL CAPITAL PARTNERS, LP


                                         By: /s/ Mark A. Angelo
                                            ----------------------------
                                         Name:  Mark A. Angelo
                                         Title: Portfolio Manager