SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

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|X| Preliminary Proxy Statement
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

iVoice, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required
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1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined)

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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IVOICE, INC.
750 HIGHWAY 34
MATAWAN, NJ 07747

Dear Shareholder:

You are cordially invited to attend the 2005 Annual Meeting of the
shareholders of iVoice, Inc. to be held on January 19, 2006, at the xxxx at
11:00 a.m., local time. All holders of our Class A Common Stock and Class B
Common Stock as of the close of business on November 21, 2005 are entitled to
vote at the 2005 Annual Meeting.

Enclosed is a copy of the notice of 2005 Annual Meeting of shareholders, a
proxy statement, a proxy card, an Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2004.

We hope you will be able to attend the meeting. Whether or not you plan to
attend, please sign and date the enclosed proxy card as promptly as possible in
order to ensure your representation at the meeting. Returning the signed proxy
card will not prevent you from voting in person at the meeting, if you so
desire, but will help us to secure a quorum and reduce the expense of additional
proxy solicitation.

Sincerely,

Jerome Mahoney
President and
Chief Executive Officer
Matawan, New Jersey

December 16, 2005

IVOICE, INC.
750 HIGHWAY 34
MATAWAN, NJ 07747

NOTICE OF 2005 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 2006

--------------------

NOTICE IS HEREBY GIVEN that the 2005 Annual Meeting of the shareholders of
iVoice, Inc. ("iVoice" or the "Company")) is to be held on January 19, 2006, at
the XXXXXXXX at 11:00 a.m., local time, for the following purposes:

1. To approve the grant of discretionary authority for the Board of
Directors to declare a cash dividend to Class A Common Stock
shareholders of $1.5 million.

2. To approve the grant of discretionary authority for the Board of
Directors to effect the repurchase of sixty percent (60%) of the
issued and outstanding Class B Common Stock shares for $1.5 million.

3. To approve the grant of discretionary authority for the Board of
Directors to effect a 1 for 200 reverse split of the Class A Common
Stock by amending the Certificate of Incorporation.

4. To consider and approve the authorization of 10 billion shares of
Class A Common Stock

5. To consider and approve the authorization of 20 billion shares of
Class A Common Stock

6. To approve the grant of discretionary authority for the Board of
Directors to effect the buyback by the Company of the Class A Common
Stock.

7. To elect Jerome Mahoney and Frank Esser to the Board of Directors.

8. To consider and approve the iVoice, Inc. 2005 Stock Incentive Plan
(the "2005 Plan").

9. To ratify our Board of Directors' selection of Bagell Josephs Levine
& Company, LLC to audit our financial statements for the fiscal year
ending December 31, 2005.

10. Filing an amendment to our Certificate of Incorporation to change our
name to ARX Emerge, Inc.

11. To transact such other business as may properly come before this 2005
Annual Meeting or any adjournment or postponement thereof.

The foregoing proposals are more fully described in the accompanying proxy
statement.

The Board of Directors has fixed the close of business on November 21,
2005, as the record date for the determination of shareholders entitled to
notice of and to vote at this 2005 Annual Meeting and at any adjournment or
postponement thereof.

We are first mailing this proxy statement on or about December 16, 2005.

By Order of the Board of Directors
Jerome Mahoney
President and
Chief Executive Officer
Matawan, New Jersey
December 16, 2005

All shareholders are cordially invited to attend the 2005 Annual Meeting
in person. Whether or not you expect to attend the meeting, we urge you to
complete, date, sign and return the enclosed proxy card as promptly as possible
in order to ensure your representation at the 2005 Annual Meeting. Returning the
signed proxy card will not prevent you from voting in person at the 2005 Annual
Meeting, if you so desire, but will help us to secure a quorum and reduce the
expense of additional proxy solicitation.

IVOICE, INC.
PROXY STATEMENT FOR 2005 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON
JANUARY 19, 2006

--------------------

PROXY STATEMENT

--------------------

VOTING AND PROXY

iVoice, Inc. ("iVoice") is furnishing this proxy statement in connection
with the solicitation of proxies by the Board of Directors of iVoice for use at
the 2005 Annual Meeting of shareholders to be held on January 19, 2006, at
XXXXXXX at 11:00 a.m., local time, or at any adjournment or postponement of the
meeting. This proxy statement and the accompanying notice of 2005 Annual
Meeting, proxy card and Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004 are first being mailed to shareholders on or about December
16, 2005.

GENERAL INFORMATION FOR SHAREHOLDERS

We are soliciting proxies on behalf of the Board of Directors of iVoice,
Inc., a New Jersey corporation, for use at the 2005 Annual Meeting of
Shareholders to be held at 11:00 a.m. local time on January 19, 2006, at the
XXXXX and at any adjournment. This proxy statement is being first sent to our
shareholders on or about December 16, 2005.

RECORD DATE AND VOTING

The proposals to be voted on at the 2005 Annual Meeting are described in
detail in this proxy statement. Shareholders of record at the close of business
on November 21, 2005, are entitled to notice of, and to vote at the 2005 Annual
Meeting. At the close of business on that date, there were outstanding and
entitled to vote 9,994,728,373 shares of our Class A Common Stock and 1,670,514
Class B Common Stock shares that may vote an equivalent of 27,385,475,410 Class
A Common Stock shares. Each holder of Class A Common Stock is entitled to one
vote for each share of Class A Common Stock held by that shareholder on the
record date and each share of Class B Common Stock may exercise that number of
Class A Common Stock votes equal to the number of Class A Common Stock shares
that each Class B Common Stock share may be converted into on the record date of
the 2005 Annual Meeting.

If a choice as to the matters coming before the 2005 Annual Meeting has
been specified by a shareholder on a returned proxy card, the shares will be
voted accordingly. IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED IN FAVOR
OF THE PROPOSALS DESCRIBED IN THE NOTICE OF 2005 ANNUAL MEETING SENT TO
SHAREHOLDERS AND IN THIS PROXY STATEMENT.

Abstentions and broker non-votes (that is, shares voted by means of a
proxy card submitted by a broker or nominee that specifically indicates the lack
of discretionary authority to vote on the proposals) are counted for purposes of
determining the presence or absence of a quorum at the 2005 Annual Meeting. For
purposes of determining whether a majority of votes present at the 2005 Annual
Meeting have approved a given proposal, abstentions will have the same effect as
negative votes, whereas broker non-votes will not be counted.

To ensure that your shares are voted at the 2005 Annual Meeting, please
complete, date, and sign the enclosed proxy card and return it as soon as
possible in the accompanying postage-prepaid return envelope.

REVOCABILITY OF PROXIES

Any shareholder giving a proxy pursuant to this solicitation may revoke it
at any time before it is exercised. A shareholder may revoke a proxy either by
filing with our corporate secretary at our principal

executive offices at 750 Highway 34, Matawan, New Jersey 07747, a duly executed
proxy card bearing a later date or by attending the 2005 Annual Meeting and
voting that shareholder's shares in person. Persons who hold shares of our Class
A Common Stock in street name may revoke their proxy by contacting their broker
to obtain a legal ballot and filing that ballot bearing a later date with our
corporate secretary at our principal executive offices or by attending the 2005
Annual Meeting and voting that ballot in person.

SOLICITATION

We will pay all expenses related to soliciting proxies in connection with
the 2005 Annual Meeting, including the cost of preparing, assembling, printing,
and mailing all materials being sent to our shareholders. We will furnish copies
of those materials to any brokerage house, fiduciary, or custodian holding in
its name shares that are beneficially owned by others so that they may forward
those materials to the beneficial owners. To ensure that a quorum is present in
person or by proxy at the 2005 Annual Meeting, it may be necessary for certain
of our officers, directors, employees, or other agents to solicit proxies by
telephone, facsimile, or other means. Currently we do not intend to solicit
proxies other than by mail.

SHAREHOLDER PROPOSALS

If you wish to present a shareholder proposal at the next meeting of
shareholders that we hold after the meeting to be held on January 19, 2006, you
must send us that proposal by October 1, 2006. If, however, the date of the next
Annual Meeting is changed by more than 30 days from December 23, 2006, then the
deadline is a reasonable time before we begin to print and mail our proxy
materials.

ADDITIONAL MATERIALS

We are mailing with this proxy statement a copy of our Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004. These documents are
incorporated in, and constitute a part of this proxy statement.

OTHER MATTERS

Other than the proposals described in this proxy statement, we know of no
matters that will be presented for consideration at the 2005 Annual Meeting. If
any other matters properly come before the 2005 Annual Meeting, it is the
intention of the persons named in the enclosed form of proxy to vote as our
Board of Directors recommends the shares they represent by signing and returning
the enclosed proxy card, you are granting the named persons discretionary
authority with respect to such other matters.

Approval of Proposal 1, approval of the grant of discretionary authority
for the Board of Directors to declare a $1.5 million cash dividend, requires the
affirmative vote of a majority of the shares of iVoice common stock entitled to
vote at and present in person or represented by proxy at the meeting.

Approval of Proposal 2, approval of the grant of discretionary authority
for the Board of Directors to repurchase of sixty percent (60%) of the issued
and outstanding Class B Common Stock shares requires the affirmative vote of a
majority of the shares of iVoice common stock entitled to vote at and present in
person or represented by proxy at the meeting.

Approval of Proposal 3, approval of the grant of discretionary authority
for the Board of Directors to declare a 1 for 200 reverse split of the Class A
Common Stock requires the affirmative vote of a majority of the shares of iVoice
common stock entitled to vote at and present in person or represented by proxy
at the meeting.

Approval of Proposal 4, authorization of 10 billion shares of Class A
Common Stock, requires the affirmative vote of a majority of the shares of
iVoice common stock entitled to vote at and present in person or represented by
proxy at the meeting.

Approval of Proposal 5, authorization of 20 billion shares of Class A
Common Stock, requires the affirmative vote of a majority of the shares of
iVoice common stock entitled to vote at and present in person or represented by
proxy at the meeting.

Approval of Proposal 6, approval of the grant of discretionary authority
for the Board of Directors to buyback of the Class A Common Stock from time to
time requires the affirmative vote of a majority of the shares of iVoice common
stock entitled to vote at and present in person or represented by proxy at the
meeting.

Directors are elected by a plurality. Therefore, for Proposal 7, the
election of Jerome Mahoney and Frank Esser as directors, the two nominees
receiving the highest number of votes will be elected. Abstentions and broker
non-votes will have no effect on Proposal 7.

Approval of Proposal 8, approval of the iVoice, Inc. 2005 Plan requires
the affirmative vote of a majority of the shares of iVoice common stock entitled
to vote at and present in person or represented by proxy at the meeting.

Approval of Proposal 9, ratification of the Board of Directors' selection
of Bagell, Josephs, Levine & Company, LLC to audit our financial statements for
the fiscal year ending December 31, 2005 requires the affirmative vote of a
majority of the shares of iVoice common stock entitled to vote at and present in
person or represented by proxy at the meeting.

Approval of Proposal 10, approval of an amendment to the Certificate of
Incorporation of the Company to change our name to ARX Emerge. Inc. requires the
affirmative vote of a majority of the shares of iVoice common stock entitled to
vote at and present in person or represented by proxy at the meeting.

AVAILABILITY OF ACCOUNTANTS

A representative of Bagell, Josephs, Levine & Company, LLC, iVoice's
Independent Registered Public Accountants, is not expected to be present at the
2005 Annual Meeting.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT.

The date of this Proxy Statement is December 16, 2005

PROPOSAL 1
APPROVAL THE GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF
DIRECTORS TO DECLARE A CASH DIVIDEND

As of the quarter ended September 30, 2005, we held cash and cash
equivalents valued at over $11 million. The Board of Directors has determined
that we have sufficient cash available to fund our activities for the
foreseeable future and therefore has sufficient cash reserves to declare a
dividend of up to $1.5 million payable to all holders of Class A Common Stock.
The Board of Directors determined that a cash dividend of $1.5 million would
amount to a sum that would provide a measurable benefit to individual
shareholders and at the same time would permit the Company to retain sufficient
cash reserves to fund its future working capital needs. The Board considered
that: (i) with a declaration of a cash dividend of up to $1.5 million payable to
Class A Common Stock shareholders, (ii) a buy-back of up to $1.5 million or 60%
of the Class B Common Stock and (iii) a stock buy-back program of up to $1
million of the Class A Common Stock in the open market, the Company would be
allocating an aggregate of up to $4 million to increase shareholder value while
still retaining approximately $7 million for future working capital needs. The
Board decided that $4 million would be the maximum amount of Company resources
that it was willing to commit to increase shareholder value, as it wished to
retain the remaining cash balance for future working capital needs and possible
acquisitions.

On June 15, 2005, the Company received funding for $5 million by
delivering a secured promissory note to Cornell Capital Partners, LP.
("Cornell"). Rather than repay this promissory note and deplete its working
capital, the Company would like to have the ability repay this note through the
issuance of Class A Common Stock. In 2003, the Company had entered into a
Standby Equity Distribution Agreement for Cornell to purchase up to $20 million
of the Company's Class A Common Stock. This agreement has expired; however, a
similar agreement has been contemplated, although nothing definitive has been
decided at the present time. The Board of Directors has decided that rather than
repay a portion of this $5 million promissory note, the Board has recommended
that the shareholders approve a cash dividend of up to $1.5 million, a buy-back
of $1.5 million of Class B Common Stock and a buy-back program of up to $1
million of Class A Common Stock, for an aggregate of $4 million. The Board would
like to have the option to take these actions to increase shareholder value and
repay this debt through the issuance of new Class A Common Stock or cash on
hand. No decision regarding repayment of this promissory note through the
issuance of Class A Common Stock or cash has been made. Notwithstanding the
foregoing, the acceptance or rejection by the shareholders of one or more of the
proposals: the cash dividend of up to $1.5 million, the buy-back of $1.5 million
of Class B Common Stock and/or the buy-back program of up to $1 million of Class
A Common Stock, for an aggregate of $4 million, will not influence the Board of
Directors' decision regarding the repayment of the $5 million promissory note
issued to Cornell.

Prior to a recalcution of the number of issued and outstanding Class A
Common Stock shares to reflect the proposed reverse stock split set forth in
Proposal 3, with the present number of outstanding Class A Common Stock shares,
9,994,728,373 shares, each holder of 1000 Class A Common Stock shares would
receive a cash dividend payment of $.15. If the reverse stock split is approved
by the shareholders and implemented by the Board of Directors, each holder of
1000 Class A Common Stock post reverse split shares will receive a cash dividend
of $30, or $.03 per post reverse stock split share. The sole holder of the Class
B Common Stock, Jerome Mahoney, President, Chief Executive Officer, Chief
Financial Officer and Director of the Company, has agreed to forego the dividend
that he would be entitled to receive by virtue of his ownership of Class B
Common Stock shares and has agreed not to convert any of his Class B Common
Stock shares until after the record date for dividend. Therefore, the Board of
Directors has proposed and hereby seeks the grant of discretionary authority for
the Board of Directors to declare a cash dividend for $1.5 million, at the Board
of Directors' sole discretion in determining whether to declare a dividend at
all or the amount of the cash dividend, payable to all shareholders of Class A
Common Stock, as of the dividend record date, as determined by the Board of
Directors. The Board of Directors reserves the right to determine that it is not
in the best interests of the Company to: (i) declare a cash dividend for the
full $1.5 million and may reduce the amount of the cash dividend or (ii) not
declare a cash dividend at all. It is the Board of Directors' position that
shareholder approval for the declaration of a cash dividend is not required
under the New Jersey Business Corporation Act. However, the Board of Directors
thought that shareholders of the Company should have a voice in deciding whether
a cash dividend would be a way for the Company to increase shareholder value. If
the shareholders do not approve this proposal, then the Board of Directors will
accede to the shareholders' decision and not declare a cash dividend. If this
proposal is approved by shareholders granting the Board of Directors
discretionary authority to declare a cash dividend, then the Board of Directors
will make a decision as the whether it wishes to declare a cash dividend and if
so, the size of cash dividend within ninety (90) days of the vote by
shareholders approving the proposal. In considering whether to declare a cash
dividend, as well as the amount of the dividend, the Board may also take into
account whether the other proposals involving the buy-back of up to $1.5 million
of Class B Common Stock and/or the buy-back of up to $1 million of the Class A
Common Stock were approved by shareholders. The cash dividend, the buy-back of
the Class B Common Stock and the buy-back of the Class A Common Stock would, in
the aggregate, cost the Company a total of $4 million. If Proposal 3, the
Reverse Stock Spilt, is approved by the shareholders, it will be effectuated
before the declaration of a cash dividend, if a dividend is declared by the
Board of Directors.

Approval of Proposal 1 requires the affirmative vote of a majority of the
shares of iVoice common stock entitled to vote at and present in person or
represented by proxy at the meeting. Abstentions and broker non-votes will have
no effect on Proposal 1.

THE BOARD OF DIRECTORS OF IVOICE UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE CASH DIVIDEND PROPOSAL 1 AS DESCRIBED ABOVE.

PROPOSAL 2
APPROVAL OF THE GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF
DIRECTORS TO REPURCHASE OF UP TO 60% OF THE OUTSTANDING CLASS B
COMMON STOCK SHARES FOR $1.5 MILLION

As of the record date there are 1,670,514 shares of Class B Common Stock,
no par value per share, outstanding. These shares are convertible into Class A
Common Stock at a conversion price calculated by dividing the number of Class B
Common Stock Shares being converted by fifty percent (50%) of the lowest price
that the Company had previously issued its Class A Common Stock since the Class
B Common Stock Shares were issued. As of the record date, this conversion price
is $.000061. All of the outstanding Class B Common Stock could be converted into
27,385,475,410 shares of Class A Common Stock using the conversion price of
$.000061, as calculated on the record date.

The Board of Directors after due consideration determined that it would be
in the shareholder's best interest for the Company to repurchase sixty percent
(60%) of the outstanding Class B Common Stock, or 1,002,308 shares, that would
substantially eliminate this potential large block Class A Common Stock that
could have a material adverse impact upon the stock price and be a source of
substantial dilution to the interest of other shareholders. The Board of
Directors determined that a buy-back of $1.5 million or 60% of the Class B
Common Stock would provide a substantial benefit for the reasons discussed above
and at the same time would permit the Company to retain sufficient cash reserves
to fund its future working capital needs. The Company and the sole Class B
Common Stock shareholder, Jerome Mahoney, Chief Executive Officer and Director
of the Company, mutually agreed that a discount of approximately seventy percent
(70%) from the fair market value of the Class B Common Stock based upon the
conversion formula would provide a substantial value to shareholders and permit
the sole Class B Common Stock to retain forty percent (40%) of his holdings in
Class B Common Stock with the repurchase of sixty percent (60%) of the Class B
Common Stock. There was no other basis for determining the discount percentage
or percentage of Class B Common Stock to be repurchased by the Company.

The Board considered that with a buy-back of up to $1.5 million or 60% of
the Class B Common Stock, a declaration of a cash dividend of up to $1.5 million
payable to Class A Common Stock shareholders and a stock buy-back program of up
to $1 million of the Class A Common Stock in the open market, the Company would
be allocating an aggregate of up to $4 million to increase shareholder value
while still retaining approximately $7 million for future working capital needs.
The Board decided that $4 million would be the maximum amount of Company
resources that it was willing to commit to increase shareholder value, as it
wished to retain the remaining cash balance for future working capital needs and
possible acquisitions. Based upon the conversion price of the Class B Common
Stock, as calculated on the record date, sixty percent of the Class B Common
Stock, after conversion into Class A Common Stock, would have a market value of
$4,929,386, based upon the closing price of $.0003 on the record date for this
meeting of shareholders of the Class A Common Stock as quoted on the NASD OTC
Bulletin Board. Therefore, the repurchase of the Class B Common Stock for $1.5
million would be at a discount of 69.6% from the market price of the Class A
Common Stock. Jerome Mahoney, President, Chief Executive Officer, Chief
Financial Officer and Director of the Company is the sole holder of the Class B
Common Stock of the Company. If approved by the shareholders, the consummation
of this repurchase plan is contingent upon the holder of the Class B Common
Stock agreeing to the terms and conditions of any repurchase offer made by the
Board of Directors. Mr. Mahoney has advised the Board of Directors that he would
agree to the terms and conditions, as set forth above, but reserves the right to
revise his intention to sell the Class B Common Stock on these terms and
conditions at anytime.

The proposal set forth herein seeks approval by the shareholders for the
Board of Directors of the Company to grant sole discretionary authority to
consummate the repurchase of up to sixty percent of the outstanding Class B
Common Stock shares of the Company for a total purchase price of $1.5 million.
It is the Board of Directors' position that shareholder approval for the
repurchase of the Class B Common Stock is not required under the New Jersey
Business Corporation Act. However, the Board of Directors

thought that shareholders of the Company should have a voice in deciding whether
a buy-back of the Class B Common Stock would be a way for the Company to
increase shareholder value. If the shareholders do not approve this proposal,
then the Board of Directors will accede to the shareholders' decision and not
buy-back the Class B Common Stock. If this proposal is approved by shareholders
granting the Board of Directors discretionary authority to declare a cash
dividend, then the Board of Directors will make a decision as the whether it
wishes to declare a cash dividend and if so, what size of cash dividend within
ninety (90) days of the vote by shareholders approving the proposal. In
considering whether to declare a cash dividend, as well as the amount of the
dividend, the Board may also take into account whether the other proposals
involving the buy-back of up to $1.5 million of Class B Common Stock and/or the
buy-back of up to $1 million of the Class A Common Stock were approved by
shareholders. The cash dividend, the buy-back of the Class B Common Stock and
the buy-back of the Class A Common Stock would, in the aggregate, cost the
Company a total of $4 million. Approval of Proposal 2 requires the affirmative
vote of a majority of the shares of iVoice common stock entitled to vote at and
present in person or represented by proxy at the meeting. Abstentions and broker
non-votes will have no effect on Proposal 2.

THE BOARD OF DIRECTORS OF IVOICE UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" REPURCHASE OF UP TO 60% OF THE OUTSTANDING CLASS B COMMON STOCK
SHARES FOR $1.5 MILLION

PROPOSAL 3
APPROVAL THE GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF
DIRECTORS TO AMEND IVOICE'S CERTIFICATE OF INCORPORATION TO EFFECT A
ONE FOR TWO HUNDRED REVERSE SPLIT OF THE CLASS A COMMON STOCK

GENERAL

The Board of Directors has unanimously approved a proposal to amend the
Company's Certificate of Incorporation to implement a reverse stock split of the
Company's Class A Common Stock equal to a ratio of one-for-two hundred ("Reverse
Split"), at any time within 90 days after stockholder approval of this proposal
is obtained at the 2005 Annual Meeting, with the Board having sole discretion as
to whether or not to effect the Reverse Split. The Board of Directors also may
choose not to implement the Reverse Split at all in its sole discretion. In its
decision to authorize and submit to shareholders for approval a Reverse Split in
Proposal 3, the Board of Directors did not consider that only 5,271,627 Class A
Common Stock shares remain authorized and unissued, available for future
issuance, as the balance of the previously authorized 10 billion shares had
previously been issued. It is the Company's position that the number of
authorized and unissued Class A Common Stock shares will be unaffected by the
Reverse Split.

After the filing of an amendment to the Certificate of Incorporation
("Amendment") with the State of New Jersey, the Reverse Split will be effective
("Effective Date"), and each stock certificate representing shares of Class A
Common Stock outstanding immediately prior to the Reverse Split ("Old Shares")
will be deemed automatically, without any action on the part of the
stockholders, to represent a fraction of such number of shares of Class A Common
Stock after the Reverse Split ("New Shares"). No fractional New Shares will be
issued as a result of a Reverse Split. In lieu thereof, each stockholder whose
Old Shares are not evenly divisible will receive one additional New Share for
the fractional New Share that such stockholder would otherwise be entitled to
receive as a result of a Reverse Split. After the Reverse Split becomes
effective, stockholders will be asked to surrender certificates representing Old
Shares in accordance with the procedures set forth in a letter of transmittal to
be sent by the Company. Upon such surrender, a certificate representing the New
Shares will be issued and forwarded to the stockholders; however, each
certificate representing Old Shares will continue to be valid and represent New
Shares equal to a fraction of the number of Old Shares (plus one additional New
Share where such Old Shares are not evenly divisible).

At the present time, the Company's Certificate of Incorporation authorizes
a total of 10 billions Class A Common Stock shares. As of the record date, the
Company had 9,994,728,373 Class A Common Stock shares issued and outstanding,
with only 5,271,627 shares remaining for future issuance. Should this

proposal be authorized by the shareholders and the Reverse Split be effectuated,
the Company will thereafter have 49,973,642 shares outstanding (9,994,728,373
outstanding shares divided by 200) , with only 5,271,627 shares remaining for
future issuance. It is the Company's position that as only 5,271,627 shares
remain authorized and unissued pre-Reverse Split, the same number of 5,271,627
shares will remain authorized and unissued post-Reverse Split and that the
number of shares available for future issuance is unaffected and independent
from the recalculated number of issued and outstanding shares that will occur
due to the Reverse Split. The 10 billion shares of authorized Class A Common
Stock will not be affected by the Reverse Split. However, as previously stated,
only 5,271,627 shares remain available for future issuance. Therefore, the Board
of Directors has submitted Proposal 4 and 5 for shareholder approval. Upon the
approval by shareholders of Proposal 3, the Reverse Split, Proposal 4 seeks
re-authorization of 10 billion Class A Common Stock shares increasing the number
of authorized and unissued shares from 5,271,627 to 9,950,026,358. However,
should Proposal 3 not be approved by shareholders, the Board of Directors has
submitted Proposal 5 to shareholders that seeks approval to increase the number
of authorized Class A Common Stock shares to 20 billion, increasing the number
of authorized and unissued shares from 5,271,627 to 10,005,271,627. The Class A
Common Stock issued pursuant to the Reverse Split will be fully paid and
nonassessable. The voting and other rights that presently characterize the Class
A Common Stock will not be altered by the Reverse Split. Although the number of
Class B Common Stock shares will be unaffected by the Reverse Split, the
conversion price for the Class B Common Stock will be adjusted to reflect the
Reverse Split and therefore, the number of Class A Common Stock issuable upon
conversion of the Class B Common Stock shares will be adjusted, as will the
number of Class A Common Stock equivalent votes that may be cast by the Class B
Common Stock shareholder. Following the Reverse Split, using the conversion
price as calculated on the record date, adjusted for the Reverse Split, the
Class B Common Stock would be convertible into 136,927,377 shares of Class A
Common Stock.

PURPOSES OF A REVERSE SPLIT

The Board of Directors believes that the Reverse Split is desirable for
several reasons:

The Reverse Split also should enhance the acceptability of the Class A
Common Stock by the financial community and investing public. The reduction in
the number of issued and outstanding shares of Class A Common Stock caused by
the Reverse Split is expected to increase the market price of the Class A Common
Stock. A variety of brokerage house policies and practices tend to discourage
individual brokers within those firms from dealing with lower priced stocks.
Some of those policies and practices pertain to time-consuming procedures that
function to make the handling of lower priced stocks economically unattractive
to brokers. In addition, the structure of trading commissions also tends to have
an adverse impact upon holders of lower priced stock because the brokerage
commission on a sale of lower priced stock generally represents a higher
percentage of the sales price than the commission on a relatively higher priced
issue. A Reverse Split should result in a price level for the Class A Common
Stock that will reduce, to some extent, the effect of the above-referenced
policies and practices of brokerage firms and diminish the adverse impact of
trading commissions on the market for the Class A Common Stock. The expected
increased price level also may encourage interest and trading in the Class A
Common Stock and possibly promote greater liquidity for the Company's
stockholders, although such

liquidity could be adversely affected by the reduced number of shares of Class A
Common Stock outstanding after the Effective Date.

However, there can be no assurance that any or all of these results will
occur. If, for example, a one-for-two hundred Reverse Split is implemented,
there can be no assurance that the market price per New Share after the Reverse
Split will be two hundred times the market price per Old Share before the
Reverse Split, or that such price will either exceed or remain in excess of the
current market price. Further, there can be no assurance that the market for the
Class A Common Stock will improve. Stockholders should note that the Board of
Directors cannot predict what effect a Reverse Split will have on the market
price of the Class A Common Stock.

CERTAIN RISKS ASSOCIATED WITH THE REVERSE STOCK SPLIT

THERE CAN BE NO ASSURANCE THAT THE TOTAL MARKET CAPITALIZATION OF IVOICE'S
COMMON STOCK AFTER THE PROPOSED REVERSE SPLIT WILL BE EQUAL TO OR GREATER THAN
THE TOTAL MARKET CAPITALIZATION BEFORE THE PROPOSED REVERSE SPLIT OR THAT THE
PER SHARE MARKET PRICE OF IVOICE'S COMMON STOCK FOLLOWING THE REVERSE SPLIT WILL
EITHER EXCEED OR REMAIN HIGHER THAN THE CURRENT PER SHARE MARKET PRICE.

There can be no assurance that the market price per new share of iVoice
common stock (the "New Shares") after the Reverse Split will rise or remain
constant in proportion to the reduction in the number of old shares of iVoice
common stock (the "Old Shares") outstanding before the Reverse Split. For
example, based on the market price of iVoice's common stock on November 29, 2005
of $.0004 per share, if the Board of Directors decided to implement the Reverse
Split ratio of one-for-two hundred, there can be no assurance that the
post-split market price of iVoice's common stock would be $.08 per share or
greater.

Accordingly, the total market capitalization of iVoice's common stock
after the proposed Reverse Split may be lower than the total market
capitalization before the proposed Reverse Split and, in the future, the market
price of iVoice's common stock following the Reverse Split may not exceed or
remain higher than the market price prior to the proposed Reverse Split. In many
cases, the total market capitalization of a company following a Reverse Split is
lower than the total market capitalization before the Reverse Split.

THERE CAN BE NO ASSURANCE THAT THE REVERSE SPLIT WILL RESULT IN A PER
SHARE PRICE THAT WILL ATTRACT INSTITUTIONAL INVESTORS AND BROKERS.

While the Board of Directors believes that a higher stock price may help
generate investor interest, there can be no assurance that the Reverse Split
will result in a per share price that will attract institutional investors and
brokers.

THERE CAN BE NO ASSURANCE THAT THE REVERSE SPLIT WILL RESULT IN A PER
SHARE PRICE THAT WILL INCREASE IVOICE'S ABILITY TO ATTRACT AND RETAIN EMPLOYEES.

While the Board of Directors believes that a higher stock price may help
iVoice attract and retain employees who are less likely to work for a company
with a low stock price, there can be no assurance that the Reverse Split will
result in a per share price that will increase iVoice's ability to attract and
retain employees and other service providers.

A DECLINE IN THE MARKET PRICE FOR IVOICE'S COMMON STOCK AFTER THE REVERSE
SPLIT MAY RESULT IN A GREATER PERCENTAGE DECLINE THAN WOULD OCCUR IN THE ABSENCE
OF A REVERSE SPLIT, AND THE LIQUIDITY OF IVOICE'S COMMON STOCK COULD BE
ADVERSELY AFFECTED FOLLOWING A REVERSE SPLIT.

The market price of iVoice's common stock will also be based on iVoice's
performance and other factors, some of which are unrelated to the number of
shares outstanding. If the Reverse Split is effected and the market price of
iVoice's common stock declines, the percentage decline as an absolute number and
as a percentage of iVoice's overall market capitalization may be greater than
would occur in the absence of a reverse stock split. In many cases, both the
total market capitalization of a company and the market price of a share of such
company's common stock following a reverse stock split are lower than

they were before the reverse stock split. Furthermore, the liquidity of iVoice's
common stock could be adversely affected by the reduced number of shares that
would be outstanding after the reverse stock split.

EFFECT OF A REVERSE SPLIT

A Reverse Split will be effected by means of filing the Amendment to the
Certificate of Incorporation with the State of New Jersey. The Company is
authorized to issue 10 billion shares of Class A Common Stock. The par value of
the Company's Class A Common Stock will remain unchanged at no par value per
share and the number of authorized shares of the Company's Class A Common Stock
will remain unchanged. As of November 21, 2005, the record date of the 2005
Annual Meeting, there were 9,994,728,373 Old Shares issued and 9,994,128,373 Old
Shares outstanding. The difference between the number of Old Shares issued and
outstanding accounts for the 600,000 shares listed as Treasury Stock that is
accounted for as being issued, but not outstanding.

Because the Reverse Split would apply to all issued and outstanding shares
of the Company's Class A Common Stock and outstanding rights to purchase the
Company's Class A Common Stock or to convert other securities into the Company's
Class A Common Stock, the proposed Reverse Split would not alter the relative
rights and preferences of existing stockholders.

It is the Company's position that with 5,271,627 shares authorized and
unissued pre-Reverse Split, the same number of 5,271,627 shares will remain
authorized and unissued post-Reverse Split and that the number of shares
available for future issuance is unaffected and independent from the
recalculated number or issued and outstanding shares that will occur due to the
Reverse Split. However, as previously stated, only 5,271,627 shares remain
available for future issuance. Therefore, the Board of Directors has submitted
Proposal 4 and 5 for shareholder approval. Upon the approval by shareholders of
Proposal 3, the Reverse Split, Proposal 4 seeks re-authorization of 10 billion
Class A Common Stock shares increasing the number of authorized and unissued
shares from 5,271,627 to 9,950,026,358. However, should Proposal 3 not be
approved by shareholders, the Board of Directors has submitted Proposal 5 to
shareholders that seeks approval to increase the number of authorized Class A
Common Stock shares to 20 billion, thereby increasing the number of authorized
and unissued shares from 5,271,627 to 10,005,271,627.

If the proposed Reverse Split is approved at the 2005 Annual Meeting and
effected by the Board of Directors, some stockholders may consequently own less
than one hundred shares of the Company's Class A Common Stock. A purchase or
sale of less than one hundred shares (an "odd lot" transaction) may result in
incrementally higher trading costs through certain brokers, particularly "full
service" brokers. Therefore, those stockholders who own less than one hundred
shares following implementation of a Reverse Split may be required to pay higher
transaction costs should they subsequently determine to sell their shares of
Class A Common Stock.

If a Reverse Split is approved by the requisite vote of the stockholders,
stockholders have no right under New Jersey law or the Company's Certificate of
Incorporation or By-laws to dissent from a reverse stock split or to dissent
from the payment of cash in lieu of issuing fractional shares.

EXCHANGE OF STOCK CERTIFICATES

As soon as practicable after the Effective Date of a Reverse Split, the
Company will send a letter of transmittal to each holder of record of Old Shares
outstanding on the Effective Date. The letter of transmittal will contain
instructions for the surrender of certificate(s) representing such Old Shares to
Fidelity Transfer Company, the Company's exchange agent ("Exchange Agent"). Upon
proper completion and execution of the letter of transmittal and return thereof
to the Exchange Agent, together with the certificate(s) representing Old Shares,
a stockholder will be entitled to receive a certificate representing the number
of New Shares into which his Old Shares have been reclassified and changed as a
result of the Reverse Split. Shareholders should not submit any certificates
until requested to do so. No new certificate will be issued to a stockholder
until he or she has surrendered his or her outstanding certificate(s) together
with the properly completed and executed letter of transmittal to the Exchange
Agent.

FEDERAL INCOME TAX CONSEQUENCES

The following summary of the federal income tax consequences of a Reverse
Split is not, and should not be relied on as, a comprehensive analysis of the
tax issues arising from or relating to the proposed Reverse Split. ACCORDINGLY,
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS FOR AN ANALYSIS OF THE
EFFECT OF THE TRANSACTION CONTEMPLATED BY THE PROPOSED AMENDMENT ON THEIR
RESPECTIVE TAX SITUATIONS.

The transactions contemplated by the Amendment constitute a
"recapitalization" of the Company within the meaning of Section 368(a)(1)(E) of
the Internal Revenue Code. Therefore, neither the Company nor its stockholders
will recognize any gain or loss for federal income tax purposes to the extent
that issued shares of Class A Common Stock are exchanged for a reduced number of
shares of Class A Common Stock.

The shares of Class A Common Stock to be issued to each stockholder will
have an aggregate basis, for computing gain or loss, equal to the aggregate
basis of the shares of Class A Common Stock held by such stockholder immediately
prior to the Effective Date. A stockholder's holding period for the shares of
Class A Common Stock to be issued will include the holding period for the shares
of Class A Common Stock held thereby immediately prior to the Effective Date
provided that such shares of Class A Common Stock were held by the stockholder
as capital assets on the Effective Date.

Approval of Proposal 3 requires the affirmative vote of a majority of the shares
of iVoice common stock entitled to vote at and present in person or represented
by proxy at the meeting. Abstentions and broker non-votes will have no effect on
Proposal 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO GRANT
DISCRETIONARY AUTHORITY TO IVOICE'S BOARD OF DIRECTORS TO AMEND IVOICE'S
CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF IVOICE'S CLASS A
COMMON STOCK EQUAL TO A RATIO OF ONE-FOR-TWO HUNDRED AT ANY TIME WITHIN 90 DAYS
AFTER STOCKHOLDER APPROVAL OF THIS PROPOSAL.

PROPOSAL 4
APPROVE THE AUTHORIZATION OF 10 BILLION

As of the record date for this 2005 Annual Meeting, the Company had 10
billion Class A Common Stock shares authorized, 9,994,728,373 Class A Common
Stock shares issued and 5,271,627 Class A Common Stock shares remaining
authorized and unissued. Therefore, for the Company to continue to raise capital
through the issuance of its Class A Common Stock and fund its working capital
needs, the number of authorized Class A Common Stock shares must be increased.

On June 15, 2005, the Company received funding for $5 million by
delivering a secured promissory note to Cornell Capital Partners, LP.
("Cornell"). Rather than repay this promissory note and deplete its working
capital, the Company would like to have the ability repay this note through the
issuance of Class A Common Stock. In 2003, the Company had entered into a
Standby Equity Distribution Agreement ("SEDA") for Cornell to purchase up to $20
million of the Company's Class A Common Stock. With the increase in the
authorized number of Class A Common Stock shares, the Company would be able to,
at its option, repay the promissory note held by Cornell, fund future
acquisitions and its working capital needs as required. Although a new SEDA
could be used to repay the promissory note held by Cornell, a convertible
debenture could also provide the funds to repay the promissory note. The Company
has not negotiated or decided, at the present time, which alternative, if any,
it will use to repay the promissory note, or the extent and/or the timing of the
repayment. However, due to the small number of authorized and unissued shares
remaining, these forms of future financing are not available to the Company.

The Board of Directors has decided that rather than repay a portion of
this $5 million promissory note, the Board has recommended that the shareholders
approve a cash dividend of up to $1.5 million, a buy-back of $1.5 million of
Class B Common Stock and a buy-back program of up to $1 million of Class A
Common Stock, for an aggregate of $4 million. The Board would like to have the
option to take these actions to increase shareholder value and repay this debt
through the issuance of new Class A Common Stock or cash on hand. No decision
regarding repayment of this promissory note has been made.

With the increase in the authorized but unissued shares of our capital
stock, these are available for future issuance without our stockholders'
approval. These additional shares may be utilized for a variety of corporate
purposes including but not limited to future public or direct offerings to raise
additional capital, corporate acquisitions and employee incentive plans. The
issuance of such shares may also be used to deter a potential takeover of our
Company that may otherwise be beneficial to stockholders by diluting the shares
held by a potential suitor or issuing shares to a stockholder that will vote in
accordance with our Company's board of directors' desires. A takeover may be
beneficial to stockholders because, among other reasons, a potential suitor may
offer stockholders a premium for their shares of stock compared to the
then-existing market price. Our Certificate of Incorporation contains provisions
that upon amendment properly authorized by the Board of Directors, may have the
effect of making the acquisition of control of iVoice in a transaction not
approved by our Company's board of directors more difficult. The Board of
Directors could amend our Certificate of Incorporation by authorizing and
distributing a Junior Preferred Convertible Stock to Class A Common Stock
shareholders that, upon a third party acquiring a material percentage of the
Company's Class A Common Stock without the consent of the Board of Directors,
would automatically convert into Class A Common Stock that would result in a
substantial increase in the number of Class A Common Stock. Without an increase
in the authorized and unissued Class A Common Stock, the issuance of this
anti-takeover Junior Preferred Convertible Stock would not be available to the
Company. However, there are no plans at the present time to adopt any plans,
proposals or other provisions or enter into any other arrangements that may have
material anti-takeover consequences.

Should Proposal 3, the Reverse Split, be approved by shareholders, the
number of issued and outstanding Class A Common Stock shares will be reduced to
49,973,642 shares, once the Reverse Split is completed. However, only 5,271,627
Class A Common Stock shares remain authorized and unissued, available for future
issuance, as the balance of the previously authorized 10 billion shares had
previously been issued. Therefore, if the Reverse Split is approved by
shareholders under Proposal 3, under this proposal, the Board of Directors has
proposed that the shareholders re-authorize 10 billion Class A Common Stock
shares, resulting in 9,950,026,358 shares available for future issuance. It is
the Company's position that as only 5,271,627 shares remain authorized and
unissued pre-Reverse Split, the same number of 5,271,627 shares will remain
authorized and unissued post-Reverse Split and that the number of shares
available for future issuance is unaffected and independent from the
recalculated number or issued and outstanding shares that will occur due to the
Reverse Split. If this proposals is approved by shareholders at this 2005 Annual
Meeting, management will file an Amendment to the Company's Certificate of
Incorporation to effect this proposal approved by shareholders. However, if
Proposal 3 is not approved by the shareholders, then this Proposal 4 will be
withdrawn and not voted upon by shareholders.

Approval of Proposal 4 requires the affirmative vote of a majority of the
shares of iVoice common stock entitled to vote at and present in person or
represented by proxy at the meeting. Abstentions and broker non-votes will have
no effect on Proposal 4.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND
THE CERTIFICATE OF INCORPORATION WHEREBY THE NUMBER OF AUTHORIZED CLASS A COMMON
STOCK SHARES SHALL BE 10 BILLION, IF THE REVERSE SPLIT IS APPROVED

PROPOSAL 5
APPROVE THE AUTHORIZATION OF 20 BILLION

With the increase in the authorized, but unissued shares of our capital
stock, these are available for future issuance without our stockholders'
approval. These additional shares may be utilized for a variety of corporate
purposes including but not limited to future public or direct offerings to raise
additional capital,

corporate acquisitions and employee incentive plans. The issuance of such shares
may also be used to deter a potential takeover of our Company that may otherwise
be beneficial to stockholders by diluting the shares held by a potential suitor
or issuing shares to a stockholder that will vote in accordance with our
Company's board of directors' desires. A takeover may be beneficial to
stockholders because, among other reasons, a potential suitor may offer
stockholders a premium for their shares of stock compared to the then-existing
market price. Our Certificate of Incorporation contains provisions that upon
amendment properly authorized by the Board of Directors, may have the effect of
making the acquisition of control of iVoice in a transaction not approved by our
Company's board of directors more difficult. The Board of Directors could amend
our Certificate of Incorporation by authorizing and distributing a Junior
Preferred Convertible Stock to Class A Common Stock shareholders that, upon a
third party acquiring a material percentage of the Company's Class A Common
Stock without the consent of the Board of Directors, would automatically convert
into Class A Common Stock that would result in a substantial increase in the
number of Class A Common Stock. Without an increase in the authorized and
unissued Class A Common Stock, the issuance of this anti-takeover Junior
Preferred Convertible Stock would not be available to the Company. However,
there are no plans at the present time to adopt any plans, proposals or other
provisions or enter into any other arrangements that may have material
anti-takeover consequences.

Should Proposal 3, the Reverse Split, not be approved by shareholders, the
number of issued and outstanding Class A Common Stock shares will remain at
9,994,728,373 shares and 5,271,627 Class A Common Stock shares remain authorized
and unissued, available for future issuance, as the balance of the previously
authorized 10 billion shares had previously been issued. Therefore, the Board of
Directors has proposed that the shareholders authorize an additional 10 billion
Class A Common Stock shares, resulting in 10,005,271,627 shares available for
future issuance. If this proposal is approved by shareholders at this 2005
Annual Meeting, management will file an Amendment to the Company's Certificate
of Incorporation to effect this proposal. However, if Proposal 3 is approved by
the shareholders, then this Proposal 5 will be withdrawn and not voted upon by
shareholders.

Approval of Proposal 5 requires the affirmative vote of a majority of the
shares of iVoice common stock entitled to vote at and present in person or
represented by proxy at the meeting. Abstentions and broker non-votes will have
no effect on Proposal 5.

PROPOSAL 6
APPROVE THE GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF
DIRECTORS TO BUYBACK UP TO $1 MILLION OF THE CLASS A COMMON STOCK

The Board of Directors has proposed the grant of discretionary authority
to the Board of Directors to the buyback of up to $1 million of the Company's
Class A Common Stock in the open market. The Board of Directors feels that this
use of a portion of the cash reserves may benefit shareholders by improving the
market price of the Company's Class A Common Stock as traded on the NASD Over
the Counter Bulletin Board. The Board of Directors considered the following
factors in approving a stock buy-back program:

a. In a stock buy-back program, the number of outstanding shares is
reduced thereby reducing the number of shares used in calculating the
earnings per share. To the extent the Company's stock price trades at
a certain multiple of the Company's earnings per share, this could
have a beneficial effect upon the Company's stock price. Although
iVoice has never been profitable, should this situation change, the
stock buy-back program may have a beneficial effect on the stock
price.

b. When a company reduces the amount of shares outstanding by declaring a
stock buy back program, each of your shares becomes more valuable as
it represents a greater percentage of equity in the company. This
reduction in the number of shares also decreases the supply of common
stock in the market, while at the same time not decreasing the demand
for the Company's common stock. This decrease in supply and no changes
in demand may have a positive effect on the Company's stock price.

c. Stock buy back programs are not good if the company pays too much for
its own stock. If the Board of Directors felt that the Company's
common stock was overpriced, it would not initiate or continue a stock
buy-back program.

d. A stock buy-back program may reduce the valuation of the Company as
the Company would be using its limited capital resources to purchase
shares in the open market. To the extent a portion of the Company's
stock value is derived from the cash reserves of the Company, this may
have an overall negative affect on the valuation of the Company.

There can be no guarantee that the buyback of the Class A Common Stock
will have a positive effect, or any effect, upon the stock price. It is the
Board of Directors' position that shareholder approval is not required under the
New Jersey Business Corporation Act for the Board to properly authorize the
buyback of the Company's Class A Common Stock. However, the Board of Directors
thought that shareholders of the Company should have a voice in deciding whether
a buy-back of the Class A Common Stock would be a way for the Company to
increase shareholder value. If the shareholders do not approve this proposal,
then the Board of Directors will accede to the shareholders' decision and not
buy-back the Class A Common Stock. If this proposal is approved by shareholders
granting the Board of Directors discretionary authority to buy-back shares of
the Class A Common Stock, then the Board of Directors will make a decision as
the whether it wishes to commence a buy-back program and if so, what dollar
amount of the Class A Common Stock it will attempt to purchase in the open
market within ninety (90) days of the vote by shareholders approving the
proposal. In considering whether to buy-back the Class A Common Stock shares, as
well as the dollar amount of the stock buy-back program, the Board may also take
into account whether the other proposals involving the buy-back of up to $1.5
million of Class B Common Stock and/or the cash dividend of up to $1.5 million
were approved by shareholders. The cash dividend, the buy-back of the Class B
Common Stock and the buy-back of the Class A Common Stock would, in the
aggregate, cost the Company a total of $4 million.

Approval of Proposal 6 requires the affirmative vote of a majority of the
shares of iVoice common stock entitled to vote at and present in person or
represented by proxy at the meeting. Abstentions and broker non-votes will have
no effect on Proposal 6.

THE BOARD OF DIRECTORS OF IVOICE UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS TO BUYBACK
UP TO $1 MILLION OF THE CLASS A COMMON STOCK

PROPOSAL 7
ELECTION OF DIRECTORS

iVoice's bylaws provide that the Board of Directors shall consist of at
least one and no more than five directors, with the exact number set by the
Board of Directors. The current number is set at two. iVoice's current board
consists of two directors, Jerome Mahoney and Frank Esser who have both been
nominated and have agreed to stand for reelection to the Board of Directors.
Their term shall each be for one year, or until the next shareholders' meeting,
whichever is earlier, and shall serve until there replacement is elected and
duly qualified.

The proxy holders intend to vote all proxies received by them in favor of
the election of both Messrs. Mahoney and Esser, unless instructions to the
contrary are marked on the proxy card. If Messrs. Mahoney and Esser are either
unable or decline to serve as a director subsequent to their election at the
2005 Annual Meeting, an event not now anticipated, the proxies will be voted for
any nominee designated by the Company's present board. However, the proxy
holders may not vote proxies for a greater number of persons than the number of
nominees named on the proxy card.

REQUIRED VOTE OF STOCKHOLDERS AND BOARD RECOMMENDATION

Directors are elected by a plurality vote of shares present in person or
represented by proxy at the meeting. This means that the director nominee with
the most votes for a particular slot on the board is elected for that slot. In
an uncontested election for directors, the plurality requirement is not a
factor. Abstentions and broker non-votes will have no effect on Proposal 7.

IVOICE'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF JEROME MAHONEY AND FRANK ESSER AS A DIRECTOR.

PROPOSAL 8
APPROVAL OF IVOICE, INC. 2005 STOCK INCENTIVE PLAN

iVoice's Board of Directors has unanimously approved the adoption of the
iVoice, Inc. 2005 Stock Incentive Plan (the "2005 Plan") and recommends that the
shareholders approve and adopt the 2005 Plan proposal. The 2005 Plan is included
as APPENDIX A to this proxy statement.

PURPOSE

The 2005 Plan was adopted by the Board of Directors on December 20, 2005
to provide a means by which employees, members of the Board of Directors or
consultants of iVoice (and any subsidiary of iVoice designated by the iVoice
Board of Directors to participate in the Plan) may be given an opportunity to
acquire shares of iVoice common stock. The 2005 Plan provides that the number
authorized shares shall not exceed an aggregate of twenty percent (20%) of the
issued and outstanding shares of the Company's Class A Common Stock, no par
value per share, as determined by the Board from time to time. The Board felt
that this provision would provide the Company with added

flexibility to increase the number of shares authorized under the 2005 Plan as
the number of outstanding Class A Common Stock shares increase over the years.

ADMINISTRATION

The Board of Directors of iVoice, or a committee composed of two or more
members of the board, is authorized to administer the 2005 Plan. If
administration is delegated to a committee, such committee will have, in
connection with the administration of the 2005 Plan, the powers possessed by the
board. As used herein with respect to the 2005 Plan, the "board" refers to the
committee as well as the board itself.

The board has the power to construe and interpret the 2005 Plan and,
subject to the provisions of the 2005 Plan, to determine the persons to whom and
the dates on which options will be granted, what type of option will be granted,
the number of shares to be subject to each option, the time or times during the
term of each option within which all or a portion of such option may be
exercised, the exercise price, the type of consideration, in addition to cash,
that may be used to pay the purchase price upon exercise of the option, and
other terms of the option.

SHARES SUBJECT TO THE 2005 PLAN

Pursuant to the 2005 Plan, the Class A Common Stock underlying the options
that may be issued pursuant to awards under the 2005 Plan shall not exceed in
the aggregate twenty percent (20%) of the outstanding number of iVoice Class A
Common Stock shares, as determined by the Board of Directors or the committee
that administrators the 2005 Plan, from time to time. If any option is
surrendered (except surrender for shares of common stock) or for any other
reason ceases to be exercisable, in whole or in part, without having been
exercised in full, the stock not purchased under such option will revert to and
again become available for issuance under the 2005 Plan.

ELIGIBILITY

Incentive stock options may be granted only to employees (including
officers and directors who are employees). Non-statutory stock options may be
granted to employees, directors, officers, independent contractors, and
consultants. All of iVoice's executive officers, employees, consultants and
directors are eligible to receive grants under the 2005 Plan.

No person is eligible for the grant of an incentive stock option, if at
the time of grant, such person owns stock possessing more than 10% of the total
combined voting power of all classes of stock of iVoice (a "10% Shareholder")
unless the exercise price of such option is at least 110% of the fair market
value of such common stock subject to the option at the date of grant and the
option is not exercisable after the expiration of five years from the date of
grant. The aggregate fair market value, determined at the time of grant, of the
shares of common stock with respect to which incentive stock options are
exercisable for the first time during any calendar year (under all such plans of
iVoice and its affiliates) may not exceed $100,000 dollars.

TERMS OF OPTIONS

TERM. No option is exercisable after the expiration of ten (10) years from
the date it was granted, except for a 10% Shareholder for which the expiration
shall be no more than five (5) years.

EXERCISE/PURCHASE PRICE. The exercise price of each option will not be
less than 100% of the fair market value of the common stock on the date of
grant, except for a 10% Shareholder for which the exercise price shall be no
less than 110% of the fair market value of the common stock on the date of
grant.

CONSIDERATION. The purchase price of stock acquired pursuant to an option
is paid either in cash at the time the option is exercised or at the discretion
of the committee, (i) by delivery of already owned common stock of iVoice or by
withholding common stock otherwise deliverable upon exercise of the
discretionary option, (ii) by delivery on a form prescribed by the committee of
an irrevocable direction to a securities broker approved by the Committee to
sell shares of stock and deliver all or a portion of the

proceeds to iVoice in payment for the stock, (iii) by delivery of the optionee's
promissory note with such provisions as the committee determines appropriate, or
(iv) any combination of the foregoing (including cash). If the exercise price of
an option is paid by withholding common stock otherwise deliverable upon
exercise of the option, the committee may issue the optionee an additional
option to purchase a number of shares of common stock equal to the number of
shares withheld. This additional option shall have the same terms as the option
that was exercised except that its exercise price shall be the fair market value
of the common stock on the date of grant of the additional option.

The committee may, in its sole discretion, authorize the surrender of all
or part of an unexercised option (excluding non-discretionary options described
below) and authorize a payment thereof of an amount equal to the difference
between the aggregate fair market value of the common stock subject to such
option and the aggregate option price of such common stock. Such payment may be
made in cash, shares of common stock (using the fair market value on the date of
surrender), or some combination thereof.

TRANSFERABILITY. An incentive stock option shall not be transferable
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the incentive stock option
is granted only by such person. A non-statutory stock option shall be
transferable to the extent permitted by the option agreement covering the
option.

VESTING. The vesting schedule of each stock option granted under the 2005
Plan will be determined by the committee. If any option ceases to be exercisable
in whole or in part, the shares which were subject to such option but as to
which the option had not been exercised shall continue to be available under the
Plan.

EFFECT OF CERTAIN CORPORATE EVENTS

If any change is made in the common stock subject to the 2005 Plan or
subject to any option granted under the 2005 Plan through merger, consolidation,
reorganization, recapitalization, reincorporation, stock split, stock dividend
or other change in the capital structure of iVoice, appropriate adjustments
shall be made by the committee in order to preserve but not increase the
benefits to the individual, including adjustments to the number and kind of
shares and the price per share subject to outstanding options.

A stock option agreement may provide for accelerated vesting in the event
of certain changes in control (all grants to non-employee directors shall so
provide). If a stock option agreement contains a change in control provision, it
will also provide that the stock option will remain exercisable for the
remainder of its term except that it will terminate upon the effective date of a
change in control in which iVoice is not the surviving entity, or in which all
or substantially all assets of the company are disposed of, sold or transferred,
or upon the complete liquidation or dissolution of iVoice.

AMENDMENT OF PLAN AND GRANTS

The board at any time, and from time to time, may amend the 2005 Plan.
However, no amendment will be effective without the consent of shareholders then
sufficient to approve the 2005 Plan in the first instance where the amendment
will increase the maximum number of shares subject to stock options issued under
the 2005 Plan, except as presently permitted under the 2005 Plan or change the
designation or class of persons eligible to receive incentive stock options
under the 2005 Plan.

The board may amend the terms of any outstanding option. However, any
amendment which would adversely affect the optionee's rights under an
outstanding option shall not be made without optionee's written consent.
Notwithstanding the foregoing, the board may, without written consent, cancel
any outstanding option or accept any outstanding option in exchange for a new
option.

TERMINATION OF PLAN

The board may suspend or terminate the 2005 Plan at any time or from time
to time. Unless sooner terminated by the board, the 2005 Plan will terminate on
December 19, 2015.

FEDERAL INCOME TAX INFORMATION

INCENTIVE STOCK OPTIONS. Options granted under the 2005 Plan which are
designated as incentive stock options are intended to be eligible for the
favorable federal income tax treatment accorded "incentive stock options" under
Section 422 of the Code.

There generally are no federal income tax consequences to the optionee or
iVoice by reason of the grant or exercise of an incentive stock option. However,
the exercise of an incentive stock option may increase the optionee's
alternative minimum tax liability, if any.

If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be capital gain or loss. Generally, if the optionee disposes of the
stock before the expiration of either of these holding periods (a "disqualifying
disposition"), at the time of disposition, the optionee will realize taxable
ordinary income equal to the lesser of (a) the excess of the stock's fair market
value on the date of exercise over the exercise price, or (b) the optionee's
actual gain, if any, on the purchase and sale. The optionee's additional gain,
or any loss, upon the disqualifying disposition will be a capital gain or loss,
which will be long-term or short-term depending on how long the optionee holds
the stock. Capital gains are generally subject to lower tax rates than ordinary
income. Slightly different rules may apply to optionees who acquire stock
subject to certain repurchase options or who are subject to Section 16 of the
Exchange Act.

To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, iVoice will generally be entitled (subject to the
requirement of reasonableness, the provision of 162(m) of the Code, and the
satisfaction of a tax reporting obligation) to a corresponding business expense
deduction in the tax year in which the disqualifying disposition occurs.

NON-STATUTORY STOCK OPTIONS. Options granted under the 2005 Plan which are
not designated as incentive stock options are "non-statutory stock options"
which generally have the federal income tax consequences described below:

There are no tax consequences to the optionee or iVoice by reason of the
grant of a non-statutory stock option. Upon exercise of a non-statutory stock
option, the optionee normally will recognize taxable ordinary income equal to
the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, iVoice is required
to withhold from regular wages or supplemental wage payments an amount based on
the ordinary income recognized. Subject to the requirement of reasonableness,
the provisions of Section 162(m) of the Code, and the satisfaction of a tax
reporting obligation, iVoice will generally be entitled to a business expense
deduction equal to the taxable ordinary income realized by the optionee. Upon
disposition of the stock, the optionee will recognize a capital gain or loss
equal to the difference between the selling price and the sum of the amount paid
for such stock plus any amount recognized as ordinary income upon exercise of
the option. Such gain or loss will be long-term or short-term depending on how
long the optionee holds the stock. Slightly different rules may apply to
optionees who acquire stock subject to certain repurchase options or who are
subject to Section 16 of the Exchange Act.

POTENTIAL LIMITATION ON COMPANY DEDUCTIONS. Section 162(m) of the Code
denies a deduction to any publicly held corporation for compensation paid to
certain employees in a taxable year to the extent that compensation exceeds $1
million for a covered employee. It is possible that compensation attributable to
awards granted under the 2005 Plan, when combined with all other types of
compensation received by a covered employee from iVoice, may cause this
limitation to be exceeded in any particular year.

per-employee limitation is approved by the shareholders and the exercise price
of the option is no less than the fair market value of the stock on the date of
grant; or (ii) the option is granted (or exercisable) only upon the achievement
(as certified in writing by the compensation committee) of an objective
performance goal established in writing by the compensation committee while the
outcome is substantially uncertain and the option is approved by shareholders.
Stock options granted under the 2005 Plan are intended to qualify for the
exemption for performance-based compensation.

POSSIBLE ANTI-TAKEOVER EFFECTS

Although not intended as an anti-takeover measure by iVoice's Board of
Directors, one of the possible effects of the 2005 Plan could be to place
additional shares, and to increase the percentage of the total number of shares
outstanding, in the hands of directors and key employees. These persons may be
viewed as part of, or friendly to, incumbent management and may, therefore,
under certain circumstances be expected to make investment and voting decisions
in response to a hostile takeover attempt that may serve to discourage or render
more difficult the accomplishment of an attempt.

NEW PLAN BENEFITS

As stated above, the committee has the authority to determine the amounts,
terms and grant dates of options to be granted in the future to eligible
employees or eligible directors or consultants under the 2005 Plan. To date, no
such determinations have been made and, as a result, it is not possible to state
such information.

The 2005 Plan is submitted for shareholder approval to satisfy
Section 422 of the Internal Revenue Code (the "Code") that requires that for an
stock option to qualify as an Incentive Stock Option, as defined in the Code,
"the option is granted pursuant to a plan which includes the aggregate number of
shares which may be issued under options and the employees (or class of
employees) eligible to receive options, and which is approved by the
stockholders of the granting corporation within 12 months before or after the
date such plan is adopted". The Board of Directors has made no determination as
to who will be granted stock options and/or stock awards under the 2005 Plan.

Approval of Proposal 8 requires the affirmative vote of a majority
of the shares of iVoice common stock entitled to vote at and present in person
or represented by proxy at the meeting. Abstentions and broker non-votes will
have no effect on Proposal 8.

THE BOARD OF DIRECTORS OF IVOICE UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE 2005 PLAN PROPOSAL.

PROPOSAL 9

RATIFICATION OF SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Our board has appointed the firm of Bagell, Josephs, Levine & Company,
LLC, independent registered public accountants, to audit our financial
statements for the year ending December 31, 2005, and is asking the shareholders
to ratify this appointment. Bagell, Josephs, Levine & Company, LLC had audited
our financial statements for the fiscal year ended December 31, 2004. Bagell,
Josephs, Levine & Company, LLC has advised us that neither the firm nor any of
its associates has any material relationship with iVoice or any of its
subsidiaries.

If our shareholders fail to ratify appointment of Bagell, Josephs, Levine
& Company, LLC, the board will reconsider its selection. Even if the selection
is ratified, the board in its discretion may direct the appointment of a
different independent registered public accounting firm at any time during the
year if the board believes that such a change would be in the best interests of
iVoice and its shareholders.

No representative of Bagell, Josephs, Levine & Company, LLC will be
present at the 2005 Annual Meeting.

Approval of Proposal 9 requires the affirmative vote of a majority of the
shares of iVoice common stock entitled to vote at and present in person or
represented by proxy at the meeting. Abstentions and broker non-votes will have
no effect on Proposal 9.

AUDIT FEES

The following table sets forth fees billed to the Company by the Company's
independent registered public accounting firm for the year ended December 31,
2004 and December 31, 2003 for (i) services rendered for the audit of the
Company's annual financial statements and the review of the Company's quarterly
financial statements, (ii) services rendered that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported as Audit Fees, and (iii) services rendered in connection with
tax preparation, compliance, advice and assistance.

SERVICES 2004 2003
-------- ---- ----
Audit Fees $19,299 $19,775
Audit - Related Fees - -
Tax fees $ 2,350 $ 1,000
All Other Fees - -
Total $21,649 $20,775

Prior to engaging our accountants to perform a particular service, our
Audit Committee obtains an estimate for the service to be performed. All of the
services described above were approved by the Audit Committee in accordance with
its procedures.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF BAGELL, JOSEPHS, LEVINE & COMPANY, LLC TO SERVE
AS IVOICE'S INDEPENDENT AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2005.

PROPOSAL 10

FILING OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE OUR NAME TO ARX EMERGE, INC.

On December 23, 2005, our board of directors authorized, subject to approval by
our shareholders, amending our certificate of incorporation to change our name
to ARX Emerge. Inc.

NAME CHANGE

The aim of this name change is to make our name more unique with no connotations
to any one business and unrelated to voice telephony services. This will permit
the Company to move away form the previous business of exclusively voice
telephony services. Shareholders will not be required to submit their stock
certificates for exchange. Following effectiveness of the name change, all new
stock certificates that we issue will be overprinted with our new name.

VOTE REQUIRED

Approval of Proposal 10 requires the affirmative vote of a majority of the
shares of iVoice common stock entitled to vote at and present in person or
represented by proxy at the meeting. Abstentions and broker non-votes will have
no effect on Proposal 10.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
AMEND THE CERTIFICATE OF INCORPORATION WHEREBY THE NAME OF THE COMPANY BE
CHANGED TO ARX EMERGE, INC.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

The Company has two directors and one principal officer. Mr. Mahoney has
served as President, Chief Executive Officer, Chief Financial Officer and
Director shown since May 1999, and is expected to continue to serve until the
next Annual Meeting of Shareholders. Mr. Esser has served as a Director since
February 24, 2004.

Period Served as
Name Age Position Officer\Director
- ---- --- -------- ----------------

Jerome R. Mahoney 44 President, CEO, 5-21-99 to present
CFO, Director

Frank V. Esser 66 Director 2-24-04 to present

BUSINESS EXPERIENCE

JEROME R. MAHONEY. Mr. Mahoney has been our Chief Executive Officer and
our sole director since May 21, 1999. Mr. Mahoney started at Executone
Information Systems, a telephone systems manufacturer, and was Director of
National Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express,
Inc., a New York company that sold voicemail systems and telephone system
service contracts and installed these systems. Mr. Mahoney sold Voice Express
Systems in 1993. From 1993 to 1997, Mr. Mahoney was President of IVS Corp., and
on December 17, 1997, he established International Voice Technologies, which we
merged with on May 21, 1999. Since January 2003, Mr. Mahoney has served as
Non-Executive Chairman of the Board of Directors of Trey Resources, Inc. Since
August 2004, Mr. Mahoney has served as Non-Executive Chairman of the Board of
Directors of Deep Field Technologies, Inc., iVoice Technology, Inc. and
SpeechSwitch, Inc. Since December 2004, Mr. Mahoney has served as Non-Executive
Chairman of the Board of Directors of MM2 Group, Inc. Mr.

Mahoney received a B.A. in finance and marketing from Fairleigh Dickinson
University, Rutherford, N.J. in 1983.

FRANK V. ESSER. Board Member since February 2004 and the Head of The Audit
Committee. Mr. Esser, who is a Certified Public Accountant, from 1959 to 1968,
he functioned as Transfer Agent and Head Bookkeeper in the Treasury Department
of Texaco Inc. As a certified public accountant with Ernst & Young from 1968 to
1981, he participated in the audits of major publicly traded companies such as
J.P. Stevens & Co., Dynamics Corporation of America, and Phillips - Van Heusen
Corporation, along with law firms, banks, manufacturing companies and other
organizations. He also participated in the public offerings of equity and debt
and the preparation of SEC filings. In 1981, Mr. Esser accepted the position of
Corporate Controller with a client, Grow Group, Inc., a Fortune 500 manufacturer
of paints, solvents, and household products. Ascending to the position of Chief
Financial Officer in 1987. In 1998, Mr. Esser accepted the position of Senior
Associate at Beacon Consulting Associates, adding the title of Vice President in
1999. Since June 2005, Mr. Esser has served as a Director of iVoice Technology,
Inc. Mr. Esser holds a BBA degree from Baruch College of the City University of
New York and is a Certified Public Accountant in New York State.

There are no agreements or understandings for the officer or directors to
resign at the request of another person and the above-named officers and
director is not acting on behalf of nor will act at the direction of any other
person.

The Board of Directors did not meet in 2004 and acted through written
unanimous consent on three occasions in 2004.

Due to the limited number of directors, only one being an independent
director, it is not feasible for the Company to have a standing nominating
committee. The full Board of Directors considers and participates in the
nomination of the director nominees.

The Company's shareholders may communicate in writing with the Board of
Directors by directing their written communication directly to the Board of
Director by addressing their communication to the Board of Directors, c/o of the
Company, or to an individual member of the Board of Directors, c/o of the
Company. Upon receipt of any written communication addressed to the Board of
Directors or to an individual member of the Board of Directors, the Company's
receptionist will make copies of the communication and will distribute the
communication to all members of the Board of Directors, or will distribute a
communication addressed to an individual member of the Board of Directors
directly to that member of the Board of Directors.

Attendance by the members of the Board of Directors at the Company's
Annual Meeting of Shareholders is requested for all independent board members
and is required for all directors who also serve as officers of the Company.

Board Committees

The Board of Directors only has one committee, the Audit Committee. The
Audit Committee selects our independent auditors, reviews the results and scope
of the audit and other services provided by our independent auditors, reviews
our financial statements for each interim period and for our year end and our
internal financial and accounting controls, and recommends, establishes and
monitors our disclosure controls and procedures. For the fiscal year ended
December 31, 2004, Frank V. Esser was the sole member and Chairman of the Audit
Committee. The Audit Committee met one time in 2004. The Audit Committee has not
adopted a written charter.

AUDIT COMMITTEE REPORT

(1) The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2004 with
management;

(2) The Audit Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61, as may be modified or
supplemented;

(3) The Audit Committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard
No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES), as may be
modified or supplemented, and has discussed with the independent
accountant the independent accountant's independence; and

(4) Based on the review and discussions referred to in paragraphs (1)
through (3) of this section, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included
in the Company's Annual Report on Form 10-KSB for the last fiscal year
for filing with the Commission.

Frank Esser
Chairman of the Audit Committee

The Company had a number of related party transactions with Mr. Mahoney.
Please see below for this information in the section entitled: "Certain
Relationships and Related Transactions".

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

CHANGE OF CONVERSION PRICE OF CLASS B COMMON STOCK

On October 15, 2002, our stockholders approved a change in the conversion
price of our Class B common stock held by Jerome R. Mahoney, our president,
chief executive officer, chief financial officer and director. On January 13,
2003, we amended our certificate of incorporation to provide that the Class B
common stock is convertible into the number of shares of Class A common stock
determined by dividing the number of Class B common stock being converted by 50%
of the lowest price that we had previously issued our Class A common stock.
Previously, each share of Class B common stock was convertible into 100 shares
of Class A common stock. Accordingly, the number of shares of Class A common
stock to be received by Mr. Mahoney upon conversion of the Class B common stock
will be greater as the price of the Class A common stock declines.

ISSUANCE AND AMENDMENT OF CONVERTIBLE PROMISSORY NOTE

During the period from June 2000 through December 2002, Mr. Mahoney had
sold personal holdings of shares of our Class A common stock and loaned the
proceeds of these sales to us to fund our working capital requirements. On March
20, 2001, we executed a promissory note and security agreement in favor of Mr.
Mahoney with respect to such loans. As a result, all of our assets are subject
to a security agreement with Mr. Mahoney.

On August 13, 2002, our board of directors approved amendments to the
promissory note dated March 20, 2001, to allow for the conversion of amounts due
thereunder into (i) one share of Class B common stock for each dollar owed, or
(ii) the number of shares of Class A common stock calculated by dividing (x) the
sum of the amount being prepaid by (y) 50% of the lowest issue price of our
Class A common stock since the first advance of funds under the note, whichever
the note holder chooses, or (iii) payment of the principal of the principal of
note, before any repayment of interest.

As of September 30, 2002, the outstanding loan balance including interest,
monies loaned from the proceeds of stock sales, unpaid compensation, income
taxes incurred from the sale of stock and unreimbursed expenses, totaled
$2,009,822. On October 14, 2002, Mr. Mahoney converted $1,504,875 of the amounts
owed to him under the promissory note into 1,504,875 shares of Class B common
stock. On February 11, 2004, Trey Resources assumed $250,000 of such outstanding
indebtedness upon consummation of the spin-off. On August 5, 2005, iVoice
Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc., each
assumed $190,000 of such outstanding indebtedness upon consummation of the
spin-offs of these three subsidiaries. As of January 27, 2006, the total
balance owed to Mr. Mahoney is $40,172, convertible into 40,172 shares of our
Class B common stock, or 658,550,328 shares of our Class A common stock.

Since we do not have a sufficient number of authorized shares of Class A
common stock to issue all of the shares of Class A common stock issuable upon
the exercise or conversion of all of our outstanding options, warrants,
debentures and Class B common stock, Mr. Mahoney has agreed that, until such
time as our right to receive advances under the Equity Line of Credit Agreement
expires and until we have increased the number of authorized shares of Class A
common stock in an amount sufficient to issue all shares of our Class A common
stock underlying all then-outstanding options, warrants, debentures, Class B
common stock or other obligations to issue shares of our Class A common stock,
Mr. Mahoney will not convert any of his shares of Class B common stock or the
balance due under his convertible promissory note, if any such conversion or
conversions, in the aggregate, would result in our issuance to Mr. Mahoney of
more than 1,200,000,000 shares of our Class A common stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

We are not aware of any officer or director that did not comply with
Section 16(a) of the Securities Exchange Act of 1934, as amended, during the
fiscal year ended December 31, 2004, except for Jerome R. Mahoney who was late
in filing Form 4, but has now filed all required Form 4 for the period ended
December 31, 2004 and Frank Esser who failed to file a Form 3 upon his initial
election to the Board of Directors. Mr. Mahoney was late filing a Form 4
reporting the sale of an aggregate of 165,063,000 shares of Class A Common Stock
in 36 distinct trades during the period of February 13, 2004 through March 30,
2004. Mr. Esser will file his Form 3 within ten days of the date hereof.

CODE OF ETHICS.

The Company has adopted a Code of Ethics for adherence by its Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Controller to ensure honest and ethical conduct; full, fair and proper
disclosure of financial information in the Company's periodic reports filed
pursuant to the Securities Exchange Act of 1934; and compliance with applicable
laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics
by mailing a request to the Company at the address appearing on the front page
of the Annual Report on Form 10-KSB.

EXECUTIVE COMPENSATION.

The following table sets forth compensation information for services
rendered by certain of our executive officers in all capacities during the last
three completed fiscal years. The following information includes the dollar
value of base salaries, bonus awards, the number of stock options granted, and
certain other compensation, if any, whether paid or deferred.

SUMMARY COMPENSATION TABLE

Securities
Other Annual Restricted Underlying All Other
Name and Position(s) Year Salary($) Bonus Compensation Stock Options Compensation
- -------------------- ---- --------- ----- ------------ ----- ------- ------------

Jerome R. Mahoney(1)
President, Chief Executive 2004 $270,000 0 $0 0 0 $866 (4)
Officer and Chief Financial
Officer,
2003 $255,552 0 $0 0 0 $866 (4)
2002 $232,320 0 $45,605 (3) 0 0 $866 (4)

Kevin Whalen (2) 2004 $0 0 0 0 0 0
Chief Financial Officer 2003 $33,333 0 0 0 0 0
2002 $100,000 0 0 0 0 0

(1) Mr. Mahoney has been serving as our Chief Financial Officer since May 1,
2003.

(2) Effective May 16, 2000, Mr. Whalen was promoted to Chief Financial Officer
and was not subject to any employment contract with iVoice, Inc. Mr.
Whalen's employment was terminated on Effective April 30, 2003.

(3) Represents amounts accrued for reimbursement of income taxes paid by Mr.
Mahoney on sales of personal holdings of iVoice Class A common shares, the
proceeds of which have been loaned to iVoice.

(4) Represents $866 in life insurance premiums paid on behalf of Mr. Mahoney
for the year ending December 31, 2004, 2003 and 2002.

Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

Value of Unexercised
Shares Acquired on Value Number of Securities Underlying In-the-Money Options/SARs
Exercise Realized Unexercised Options/SARs at FY-End at FY-End ($)
Name (#) ($) (#) Exercisable/Unexercisable Exercisable/Unexercisable
---- --- --- ----------------------------- -------------------------

None 0 0 0 0 / 0

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The iVoice, Inc. 2003 Stock Incentive Plan ("2003 Plan") was adopted by
the Board of Directors on November 12, 2003 to provide a means by which
employees, members of the Board of Directors or consultants of iVoice (and any
subsidiary of iVoice designated by the iVoice Board of Directors to participate
in the 2003 Plan) may be given an opportunity to acquire shares of iVoice common
stock. The 2003 Plan provided for the grant of up to 250 million Class A Common
Stock shares, no par value per share, through the grant of stock options or
stock awards that the Board determines to be consistent with the objectives and
limitations of the 2003 Plan. To date, no stock options were granted under the
2003 Plan and 65,440,598 Class A Common Stock shares were awarded in 2004. The
2003 Plan has not been approved by our shareholders. The 2003 Plan was
terminated by the Board of Directors of the Company on February 1, 2006.

authorized shares shall not exceed an aggregate of twenty percent (20%) of the
issued and outstanding shares of the Company's Class A Common Stock, no par
value per share, as determined by the Board from time to time. The Board felt
that this provision would provide the Company with added flexibility to increase
the number of shares authorized under the 2005 Plan as the number of outstanding
Class A Common Stock shares increase over the years. To date, no grants have
been made under 2005 Plan. Options granted under the 2005 Plan will be granted
at the fair market value of the Class A Common Stock at the time of grant with a
term of up to ten (10) years.

FEDERAL INCOME TAX INFORMATION

awards granted under the 2005 Plan, when combined with all other types of
compensation received by a covered employee from iVoice, may cause this
limitation to be exceeded in any particular year.

Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Treasury regulations issued under Section 162(m) of the Code,
compensation attributable to stock options will qualify as performance-based
compensation, provided that the option is granted by a compensation committee
comprised solely of "outside directors" and either: (i) the stock option plan
contains a per-employee limitation on the number of shares for which stock
options may be granted during a specified period, the per-employee limitation is
approved by the shareholders and the exercise price of the option is no less
than the fair market value of the stock on the date of grant; or (ii) the option
is granted (or exercisable) only upon the achievement (as certified in writing
by the compensation committee) of an objective performance goal established in
writing by the compensation committee while the outcome is substantially
uncertain and the option is approved by shareholders. Stock options granted
under the 2005 Plan are intended to qualify for the exemption for
performance-based compensation.

COMPENSATION OF DIRECTORS

Independent directors are paid $3,000 per quarter for serving on the Board
of Directors.

EMPLOYMENT CONTRACTS

On May 1, 1999, the Company entered into a five-year employment agreement
with its majority stockholder (the "Executive"). He will serve as the Company's
Chairman of the Board and Chief Executive Officer for a term of five years. As
consideration, the Company agrees to pay the Executive a sum of $180,000 the
first year with a 10% increase every year thereafter. The employment agreement
with Mr. Mahoney provides for a severance payment to him of three hundred
percent (300%), less $100, of his average annual amount actually paid by the
Company or any parent or subsidiary of the Company to the Executive and included
in the Executive's gross income for services rendered in each of the five prior
calendar years (or shorter period during which the Executive shall have been
employed by the Company) should his employment be terminated following a Change
in Control, as defined in the agreement.

On November 15, 2004, the Company amended the employment agreement with
Jerome Mahoney and extended the term for an additional five-year period
commencing on May 1, 2004. He will serve as the Company's Chairman of the Board,
President and Chief Executive Officer for a term of five years. As
consideration, the Company agrees to pay Mr. Mahoney a sum of $270,000 the first
year with a 10% increase every year thereafter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following tables set forth certain information regarding the
beneficial ownership of our voting securities as of January 27, 2006 of (i) each
person known to us to beneficially own more than 5% of the applicable class of
voting securities, (ii) our directors, (iii) and each named executive officer
and (iv) all directors and executive officers as a group. As of January 27, 2006
a total of 9,994,728,373 shares of Class A common stock outstanding and a total
of 1,670,514 shares of our Class B common stock were outstanding. Each share of
Class A common stock and Class B common stock is entitled to one vote on matters
on which holders of common stock are eligible to vote. The column entitled
"Percentage of Total Voting Stock" shows the percentage of total voting stock
beneficially owned by each listed party.

The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of January 27, 2006,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.

Ownership of Common Stock

COMMON STOCK
BENEFICIALLY OWNED
NAME/ADDRESS TITLE OF CLASS NUMBER PERCENT
- ------------ -------------- ------ -------

Jerome R. Mahoney Class A Common Stock 28,044,475,738(1) 73.8%
c/o iVoice, Inc. Class B Common Stock 1,670,514(1) 100.0%
750 Highway 34
Matawan, New Jersey 07747

Frank V. Esser (Director) Class A Common Stock 14,178,571 0.0%
27 Arden Road
Old Bridge, New Jersey 08857

Director and executive officer Class A Common Stock 28,058,654,309 73.8%
as a group Class B Common Stock 1,670,514 100.0%

- ------------------------------------
(1) Includes (i) 450,000 shares of our Class A common stock held by Mr.
Mahoney's minor children, (ii) 27,385,475,410 shares of our Class A common
stock issuable upon conversion of 1,670,514 shares of our Class B common
stock held by Mr. Mahoney, and (iii) 658,550,328 shares of our Class A
common stock issuable upon conversion of a promissory note dated March 20,
2001, as amended on August 13, 2002. Pursuant to such promissory note, Mr.
Mahoney may, at any time, convert amounts owed to him for monies loaned
thereunder and interest thereon into (i) one share of our Class B common
stock for each dollar owed, (ii) the number of shares of our Class A
common stock calculated by dividing (x) the sum of the amount being
prepaid by (y) 50% of the lowest issue price of shares of our Class A
common stock since the first advance of funds under such note, or (iii)
payment of the principal of the note, before any repayment of interest. At
January 27, 2006, the total balance owed to Mr. Mahoney was $40,172,
convertible into 40,172 shares of our Class B common stock, or 658,550,328
shares of our Class A common stock. Since we do not have a sufficient
number of authorized shares of Class A common stock to issue all of the
shares of Class A common stock issuable upon the exercise or conversion of
all of our outstanding options, warrants, debentures and Class B common
stock, Mr. Mahoney has agreed that, until such time as our right to
receive advances under the Equity Distribution Agreement expires and until
we have increased the number of authorized shares of Class A common stock
in an amount sufficient to issue all shares of our Class A common stock
underlying all then-outstanding options, warrants, debentures, Class B
common stock or other obligations to issue shares of our Class A common
stock, Mr. Mahoney will not convert any of his shares of Class B common
stock or the balance due under his convertible promissory note, if any
such conversion or conversions, in the aggregate, would result in our
issuance to Mr. Mahoney of more than 1,200,000,000 shares of our Class A
common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

During the year ended December 31, 1999, the Company adopted the iVoice Employee
Stock Option Plan (the "Plan") in order to attract and retain qualified
personnel. Under the Plan, the Board of Directors (the "Board"), in its
discretion may grant stock options (either incentive or non-qualified stock
options) to officers and employees to purchase the Company's common stock. In
accordance with the provisions of the plan, it has been concluded that the 1999
Employee Stock Option Plan was to automatically terminate if the plan did not
receive ratification and approval by the affirmative vote of the holders of the
majority of the Company's outstanding shares of capital stock within 12 months
following the plan adoption. Consequently, no such ratification or approval
occurred within the permitted time frame. As a result, all remaining issued and
outstanding employee options have been canceled as of December 31, 2003.

The following table sets forth information as of January 27, 2006 with
respect to compensation plans (including individual compensation arrangements)
under which our common shares are authorized for issuance, aggregated as
follows:

ALL COMPENSATION PLANS PREVIOUSLY APPROVED BY SECURITY HOLDERS; AND
ALL COMPENSATION PLANS NOT PREVIOUSLY APPROVED BY SECURITY HOLDERS.

Number of securities to be
issued upon exercise of Weighted average exercise Number of securities
outstanding options, warrants price of outstanding remaining available for
Plan category and rights options, warrants and rights future issuance

(a) (b) (c)

Equity compensation plans
approved by security holders 0 $0.00 0

Equity compensation plans not
approved by security holders. 988,260(1) $0.107 0

Total 988,260 $0.107 0

(1) Consists of warrants to purchase 988,260 Class A common shares of iVoice,
Inc. issued to unrelated third parties for contractual services and fees
related to previous financing transactions of the Company. These warrants
have exercise prices ranging from $0.047 per share to $0.1458 per share,
with a weighted average exercise price of $0.107 per share. These warrants
will expire at various times through November, 2006

IVOICE, INC.

PROXY/VOTING INSTRUCTION CARD

750 HIGHWAY 34
MATAWAN, NJ 07747

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2005 ANNUAL MEETING ON JANUARY 19, 2006

The undersigned hereby appoints Jerome Mahoney and Mark Meller, and each
or any of them as the attorney, agent and proxy holder of the undersigned, with
full power of substitution, to vote all shares of iVoice, Inc. Class A Common
Stock entitled to be voted by the undersigned for Proposals 1, 2, 3, 4, 5, 6, 7,
8, 9 and 10 referred to on the reverse side of this Proxy Card and described in
the proxy statement, and on any other business as properly may come before the
annual meeting of shareholders of iVoice, Inc. on January 19, 2006, or any
adjournment or postponement thereof.

This proxy will be voted as directed. If no direction is given, this proxy
will be voted FOR the Proposals indicated.

PLEASE SIGN AND DATE ON THE REVERSE SIDE
AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.

SEE REVERSE SIDE

------------------

/\ FOLD AND DETACH HERE /\

YOUR VOTE IS IMPORTANT

Please sign, date and return your proxy
in the enclosed envelope.

PLEASE MARK YOUR
[X] VOTES AS IN
THIS EXAMPLE.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). If no direction is made, this proxy will be
voted FOR all Proposals. The board of directors recommends a vote FOR each of
the following Proposals.

1. To approve the grant of discretionary authority for the Board of
Directors to declare a cash dividend to Class A Common Stock
shareholders of $1.5 million.

FOR |_| AGAINST |_| ABSTAIN |_|

3. To approve the grant of discretionary authority for the Board of
Directors to effect a 1 for 200 reverse split of the Class A Common
Stock by amending the Certificate of Incorporation.

FOR |_| AGAINST |_| ABSTAIN |_|

4. To consider and approve the authorization of 10 billion of Class A
Common Stock,.

FOR |_| AGAINST |_| ABSTAIN |_|

5. To consider and approve the authorization of 20 billion of Class A
Common Stock,.

FOR |_| AGAINST |_| ABSTAIN |_|

6. To approve the grant of discretionary authority for the Board of
Directors to effect the buyback by the Company of the Class A Common
Stock.

FOR |_| AGAINST |_| ABSTAIN |_|

7. To elect members of the Board of Directors:

Jerome Mahoney

FOR |_| TO WITHHOLD AUTHORITY |_|

Frank Esser

FOR |_| TO WITHHOLD AUTHORITY |_|

8. To consider and approve the iVoice, Inc. 2005 Stock Incentive Plan
(the "2005 Plan").

FOR |_| AGAINST |_| ABSTAIN |_|

9. To ratify our Board of Directors' selection of Bagell Josephs Levine
& Company, LCC to audit our financial statements for the fiscal year
ending December 31, 2005.

FOR |_| AGAINST |_| ABSTAIN |_|

10 Filing an amendment to our Certificate of Incorporation to change our
name to ARX Emerge, Inc.

FOR |_| AGAINST |_| ABSTAIN |_|

The Board of Directors recommends you vote FOR the above proposals. This proxy,
when properly, executed will be voted in the manner directed above. In the
absence of direction for the above proposals, this proxy will be voted FOR the
proposals.

PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please print the shareholder name exactly as it appears on your stock
certificate. If the shares are registered in more than one name, the signature
of each person in whose name the shares are registered is required. A
corporation should sign in its full corporate name, with a duly authorized
officer signing on behalf of the corporation and stating his or her title.
Trustees, guardians, executors, and administrators should sign in their official
capacity, giving their full title as such. A partnership should sign in its
partnership name, with an authorized person signing on behalf of the
partnership.

Dated:
--------------------------

--------------------------------
(Print Name)

--------------------------------
(Authorized Signature)

APPENDIX A

IVOICE, INC.
2005 STOCK INCENTIVE PLAN

1. PURPOSES.

The purpose of the iVoice, Inc. 2005 Stock Incentive Plan (the "Plan") is to (i)
provide long-term incentives and rewards to employees, directors, independent
contractors or agents ("Eligible Participants") of iVoice, Inc. ("the Company")
and its subsidiaries; (ii) assist the Company in attracting and retaining
employees, directors, independent contractors or agents with experience and/or
ability on a basis competitive with industry practices; and (iii) associate the
interests of such employees, directors, independent contractors or agents with
those of the Company's stockholders.

2. EFFECTIVE DATE.

The Plan is effective as of the date it is adopted by the Board of Directors of
the Company and Awards may be made under the Plan on and after its effective
date.

3. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Board of Directors or a committee
appointed by the Board of Directors of the Company (hereinafter referred to as
the "Board") and the Board shall be so constituted as to permit the Plan to
comply with the disinterested administration requirements under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
"outside director" requirement of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code").

The Board shall have all the powers vested in it by the terms of the Plan, such
powers to include exclusive authority (within the limitations described herein)
to select the Eligible Participants to be granted awards under the Plan, to
determine the type, size and terms of awards to be made to each Eligible
Participant selected, to determine the time when awards will be granted, when
they will vest, when they may be exercised and when they will be paid, to amend
awards previously granted and to establish objectives and conditions, if any,
for earning awards and whether awards will be paid after the end of the award
period. The Board shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Board deems necessary or advisable and to interpret same. The
Board's interpretation of the Plan, and all actions taken and determinations
made by the Board pursuant to the powers vested in it hereunder, shall be
conclusive and binding on all parties concerned, including the Company
stockholders, any participants in the Plan and any other Eligible Participant of
the Company.

All employees of the Company and all employees of Affiliates shall be eligible
to participate in the Plan. The Board, in its sole discretion, shall from time
to time designate from among the eligible employees and among directors,
independent contractors or agents those individuals who are to receive awards
under and thereby become participants in the Plan. For purposes of the Plan,
"Affiliate" shall mean any entity, as may from time to time be designated by the
Board, that is a subsidiary corporation of the Company (within the meaning of
Section 424 of the Code), and each other entity directly or indirectly
controlling or controlled by or under common control with the Company. For
purposes of this definition, "control" means the power to direct the management
and policies of such entity, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meaning correlative to the foregoing.

4. AWARDS.

(a) Types. Awards under the Plan shall be made with reference to shares of the
Company common stock and may include, but need not be limited to, stock options
(including non-statutory stock options and incentive stock options qualifying
under Section 422 of the Code), stock appreciation rights (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents, stock awards, restricted stock, phantom stock, performance shares
or other securities or rights that the Board determines to be consistent with
the objectives and limitations of the Plan. The Board may provide for the
issuance of shares of the Company common stock as a stock award for no
consideration other than services rendered or, to the extent permitted by
applicable state law, to be rendered. In the event of an award under which
shares of the Company common stock are or may in the future be issued for any
other type of consideration, the amount of such consideration shall (i) be equal
or greater than to the amount (such as the par value of such shares) required to
be received by the Company in order to assure compliance with applicable state
law and (ii) to the extent necessary to comply with Rule 16b-3 of the

Exchange Act, be equal to or greater than 50% of the fair market value of such
shares on the date of grant of such award. The Board may make any other type of
award which it shall determine is consistent with the objectives and limitations
of the Plan.

(b) Performance Goals. The Board may, but need not, establish performance goals
to be achieved within such performance periods as may be selected by it in its
sole discretion, using such measures of the performance of the Company and/or
its Affiliates as it may select.

(c) Rules and Policies. The Board may adopt from time to time written rules and
policies implementing the Plan. Such rules and policies may include, but need
not be limited to, the type, size and term of awards to be made to participants
and the conditions for the exercise or payment of such awards.

5. SHARES OF STOCK SUBJECT TO THE PLAN.

The shares that may be delivered or purchased or used for reference purposes
under the Plan shall not exceed an aggregate of twenty percent (20%) of the
issued and outstanding shares of the Company's Class A Common Stock, no par
value per share, as determined by the Board from time to time. Any shares
subject to an award which for any reason expires or is terminated unexercised as
to such shares shall again be available for issuance under the Plan.

6. PAYMENT OF AWARDS.

The Board shall determine the extent to which awards shall be payable in cash,
shares of the Company common stock or any combination thereof. The Board may
determine that all or a portion of a payment to a participant under the Plan,
whether it is to be made in cash, shares of the Company common stock or a
combination thereof shall be deferred. Deferrals shall be for such periods and
upon such terms as the Board may determine in its sole discretion.

7. VESTING.

The Board may determine that all or a portion of a payment to a participant
under the Plan, whether it is to be made in cash, shares of the Company common
stock or a combination thereof, shall be vested at such times and upon such
terms as may be selected by it in its sole discretion.

8. DILUTION AND OTHER ADJUSTMENT.

In the event of any change in the outstanding shares of the Company common stock
by reason of any split, stock dividend, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares or other similar
corporate change, such equitable adjustments shall be made in the Plan and the
awards thereunder as the Board determines are necessary or appropriate,
including, if necessary, any adjustments in the number, kind or character of
shares that may be subject to existing or future awards under the Plan
(including by substitution of shares of another corporation including, without
limitation, any successor of the Company ), adjustments in the exercise,
purchase or base price of an outstanding award and any adjustments in the
maximum numbers of shares referred to in Section 4 or Section 5 of the Plan. All
such adjustments shall be conclusive and binding for all purposes of the Plan.

9. MISCELLANEOUS PROVISIONS.

(a) Rights as Stockholder. A participant under the Plan shall have no rights as
a holder of the Company common stock with respect to awards hereunder, unless
and until certificates for shares of such stock are issued to the participant.

(b) Assignment to Transfer. No award under this Plan shall be transferable by
the participant or shall be subject to any manner of alienation, sale, transfer,
assignment, pledge, encumbrance or charge (other than by or to the Company),
except (i) by will or the laws of the descent and distribution (with all
references herein to the rights or duties of holders or participants to be
deemed to include such beneficiaries or legal representatives of the holders or
participant unless the context otherwise expressly requires); (ii) subject to
the prior approval of the Board, for transfers to members of the participant's
immediate family, charitable institutions, trusts whose beneficiaries are
members of the participant's immediate family and/or charitable institutions,
trusts whose beneficiaries are members of the participant's immediate family
and/or charitable institutions, or to such other persons or entities as may be
approved by the Board in each case subject to the condition that the Board be
satisfied that such transfer is being made for the estate and/or tax planning
purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration) being received therefor. Except as provided above, during
the lifetime of a participant, awards hereunder are exercisable only by, and
payable only to, the participant.

(c) Agreements. All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Board shall adopt.

(d) Compliance with Legal Regulations. During the term of the Plan and the term
of any awards granted under the Plan, the Company will at all times reserve and
keep available such number of shares as may be issuable under the Plan, and will
seek to obtain from any regulatory body having jurisdiction, any requisite
authority required in the opinion of counsel for the Company in order to grant
shares of the Company common stock, or options to purchase such stock or other
awards hereunder, and transfer, issue or sell such number of shares of common
stock as shall be sufficient to satisfy the requirements of any options or other
awards. If in the opinion of counsel for the Company the transfer, issue or sale
of any shares of its stock under the Plan shall not be lawful for any reason
including the inability of the Company to obtain from any regulatory body having
jurisdiction authority deemed by such counsel to be necessary to such transfer,
issuance or sale, the Company shall not be obligated to transfer, issue or sell
any such shares. In any event, the Company shall not be obligated to transfer,
issue or sell any shares to any participant unless a registration statement
which complies with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), is in effect at the time with respect to such shares or
other appropriate action has been taken under and pursuant to the terms and
provisions of the Securities Act and any other applicable securities laws, or
the Company receives evidence satisfactory to the Board that the transfer,
issuance or sale of such shares, in the absence of an effective registration
statement or other appropriate action, would not constitute a violation of the
terms and provisions of the Securities Act. the Company's obligation to issue
shares upon the exercise of any award granted under the Plan shall in any case
be subject to the Company being satisfied that the shares purchased are being
purchased for investment and not with a view to the distribution thereof, if at
the time of such exercise a resale of such shares would otherwise violate the
Securities Act in the absence of an effective registration statement relating to
such shares.

(e) Withholding Taxes. the Company shall have the right to deduct from all
awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such awards and, with respect to
awards paid in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligation of the
Company to make delivery of awards in cash or the Company common stock shall be
subject to currency or other restrictions imposed by any government.

(f) No Rights to Award. No Eligible Participant or other person shall have any
right to be granted an award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its subsidiaries or shall
interfere with or restrict in any way the rights of the Company or its
subsidiaries, which are hereby reserved, to discharge the employee at any time
for any reason whatsoever, with or without good cause.

(g) Costs and Expenses. The costs and expenses of administering the Plan shall
be borne by the Company and not charged to any award or to any Eligible
Participant receiving an award.

(h) Funding of Plan. The Plan shall be unfunded. the Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under the Plan.

10. AMENDMENTS AND TERMINATION.

(a) Amendments. The Board may at any time terminate or from time to time amend
the Plan in whole or in part, but no such action shall adversely affect any
rights or obligations with respect to any awards theretofore made under the
Plan.

Unless the majority of the directors of the Company present, or represented, and
entitled to vote at a meeting of directors shall have first approved thereof, no
amendment of the Plan shall be effective which would (i) increase the maximum
number of shares referred to in section 5 of the Plan or the maximum awards that
may be granted pursuant to section 4 of the Plan to any one individual or (ii)
extend the maximum period during which awards may be granted under the Plan. For
purposes of this section 10 (a), any (A) cancellation and re-issuance or (B)
repricing of any awards made under the Plan at a new option price shall not
constitute an amendment of this Plan.

With consent of the Eligible Participant adversely affected, the Board may amend
outstanding agreements evidencing awards under the Plan in a manner not
inconsistent with the terms of the Plan.

(b) Termination. Unless the Plan shall theretofore have been terminated as above
provided, the Plan (but not the awards theretofore granted under the Plan) shall
terminate on and no awards shall be granted after December 19, 2015.