Promissory Note between IPVoice Communications, Inc. and Vergetech, Inc. dated June 19, 2002

 IPVOICE COMMUNICATIONS, INC. PROMISSORY NOTE $3,000,000 June 19, 2002 IPVOICE COMMUNICATIONS, INC., a Nevada corporation ("Purchaser"), for value received, hereby promises to pay to VERGETECH, INC., a Texas corporation ("Seller"), the Sum of Three Million Dollars and No/100 ($3,000,000.00) as hereinafter provided. The Sum shall be payable as follows: 1. The Sum shall be payable only if the transactions under the Asset Purchase Agreement dated June 19, 2002 between the parties hereto ("Agreement") are closed successfully; otherwise, this Note is null and void. 2. The Sum shall be payable only in Purchaser's shares of common stock ("Payable Shares"). 3. Seller at its sole option may demand to be paid the Payable Shares as soon as reasonably practicable after the occurrence of any of the following: a. The passage of eighteen months after the date of closing of the transactions under the Agreement("Closing"). b. The market capitalization of Purchaser's issued and outstanding shares of common stock (the number of issued and outstanding common shares times the closing bid price) has reached at least $6,000,000 for a period of thirty consecutive trading days. c. Purchaser receives an investment on a cumulative basis in the amount of $500,000 or greater subsequent to the Closing. 4. Payable Shares shall be calculated as 50% of the issued and outstanding common shares on a fully diluted basis immediately after the conversion, less common shares issued to Seller and share transactions for the benefit of Seller prior to conversion. Example: Assume conversion occurs on the date of Closing (the following numbers are best estimates and assumptions): a. 42,386,310 shares are outstanding. b. No common shares have issued to Seller and no share transactions or the benefit of Seller have occurred prior to conversion. c. All warrants and options have been exercised, have expired or have an exercise price that precludes their exercise. d. The Series B Holders/Lenders on the Note of May 31, 2001 are entitled to 30% of the issued and outstanding shares on a fully diluted basis immediately after their conversion less common shares issued to them and share transactions for their benefit prior to conversion. e. 5,245,286 common shares have issued to the Series B Holders/Lenders and no share transactions for their benefit have occurred prior to conversion. f. Purchaser shall issue to Seller 102,136,638 Note conversion shares, representing 50% of the issued and outstanding shares after the conversions. g. Purchaser shall issue to the Series B Holders/Lenders 56,036,697 Series B/Note conversion shares representing 30% of the issued and outstanding shares including shares issued prior to conversion. 5. If Payable Shares are changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, stock split, stock dividend or similar event, Purchaser shall issue the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change that Seller would have received had this Note been paid immediately prior to such capital reorganization, reclassification or other change. 6. Purchaser shall, in the event of a capital reorganization of the common stock (other than a subdivision, combination, reclassification or exchange of shares provided for above), a merger or consolidation of Purchaser with or into another Purchaser, or the sale of all or substantially all of Purchaser's properties, stock and/or assets (collectively "Reorganization"), make provision for Seller to receive as Payable Shares the number of shares of common stock or other securities or other property of Purchaser or the successor entity resulting from such Reorganization, to which Seller would have been entitled had Purchaser paid this Note immediately prior to the Reorganization. 7. Purchaser shall take all actions necessary to ensure the availability of Payable Shares at the time that their payment is required. 8. Upon receipt of certificates representing the Payable Shares, Seller immediately shall surrender this Note to Purchaser, which shall then be cancelled. 9. Purchaser shall not issue fractional shares upon payment of this Note; rather, Payable Shares shall be rounded to the nearest whole share. 10. Purchaser shall provide to Seller contemporaneously with the payment of the Payable Shares an agreement providing registration rights to the Seller. 11. Interest shall be at the rate of 3% per annum and shall be due and payable in either cash or shares of Purchaser's common stock, at Seller's option, at the time of payment of the principal amount of this Note. 12. Purchaser shall grant to Seller a security interest in all the assets that are transferred to it under the Agreement and in all cash and non-cash proceeds from a disposition of same. 13. Seller represents and warrants as follows: a. Seller understands that Purchaser is providing this Note and the Payable Shares in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of, and the Seller's compliance with, its representations, warranties and agreements in order to determine the availability of such exemptions and the eligibility of Seller to acquire the same. b. Seller is either an "Accredited Investor" as defined in Federal Regulation 230.501(a) or has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks and has the capacity to protect its interests in connection with these transactions. Seller is aware that it may be required to bear and is able to bear the economic risk of these transactions for an indefinite period of time and its financial condition allows it to bear such economic risk and the risk of loss on the entire amount of this Note. c. Seller will receive this Note and the Payable Shares solely for its own account and not for the account of another. Seller has no intention to and will not distribute them in violation of any securities law or regulation and one else has any interest in or right to acquire them. d. Seller has received and understood Seller's information that has been provided to it in Seller's evaluation of the Agreement and accompanying documents including this Note and has been afforded the opportunity to ask questions, receive answers and receive additional information from Purchaser as necessary to verify the accuracy of information it provided concerning Purchaser, the Agreement, this Note and the Payable Shares and has investigated these matters as necessary or desirable and has understood all such information and documents. e. Seller fully understands that this Note and the Payable Shares are not freely transferable and are subject to resale restrictions because they are not registered with any federal or state securities agency. f. Seller understands that until the Payable Shares are registered under federal and state securities laws, their stock certificates will contain a restrictive legend similar to the following: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (2) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE LAW DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. 14. This Note shall be binding upon Purchaser, its successors and permitted assigns, and shall inure to the benefit of Seller, its successors and permitted assigns. 15. Nevada law governs this Note without regard to conflict of laws principles. 16. Notices to be given hereunder shall be delivered in accordance with the notice provision in the Agreement. IPVOICE COMMUNICATIONS, INC. By: ____________________________________________ Barbara S. Will, President