Exhibit 10.24


                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

      This Amendment dated May 25, 2005 hereby amends the Employment Agreement
dated August 1, 2004, by and between iVoice Technology, Inc., a New Jersey
corporation (hereinafter referred to as the "Company"), having an office at 750
Highway 34, Matawan, New Jersey 07747 and Jerome Mahoney, having his office at
750 Rt. 34, Matawan, NJ 07747 (hereinafter referred to as the "Executive").

                                   W I T N E S S E T H :

      WHEREAS, the Company and the Executive mutually desire to amend the
Employment Agreement; and

      NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

1.    The last sentence of Section 6 shall be deleted in its entirety and
replaced to read:

      "Any   other   provision   in   this   paragraph   to   the   contrary
      notwithstanding,  the  Executive  shall  not be  deemed  to have  been
      terminated for  Termination  for Cause unless and until the Board duly
      adopts  a  resolution  by  the  affirmative   vote  of  no  less  than
      three-quarters  (3/4)  of the  disinterested  members  of  the  Board,
      excluding the Executive, at a meeting of the Board called and held for
      such  purpose  (after  reasonable  notice  to  the  Executive  and  an
      opportunity for the Executive,  together with the Executive's counsel,
      to be heard before the Board),  finding that in the good faith opinion
      of the  Board,  the  Executive  was  guilty of  conduct  described  in
      subparagraphs  (i), (ii) or (iv) of this  paragraph and specifying the
      particulars  thereof in detail and a certified copy of such resolution
      is delivered to the Executive."

2.    All other terms of the Employment Agreement shall remain in full force and
effect.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date written below.


iVoice Technology, Inc.                   Jerome Mahoney


By: /s/ Arie Seidler                      By: /s/ Jerome Mahoney
   ------------------------                  -------------------------

Title: President


Date:___________________                  Date:__________________