Amendment No. 1 to Administrative Services Agreement between iVoice, Inc. and Thomas Pharmaceuticals, Ltd.

Summary

This amendment, dated August 13, 2008, modifies the original Administrative Services Agreement between iVoice, Inc. and Thomas Pharmaceuticals, Ltd. It states that unpaid fees owed under the agreement will be combined and converted into a Secured Convertible Promissory Note, which will be backed by all assets of Thomas Pharmaceuticals. All other terms of the original agreement remain unchanged.

EX-10.3 4 ex10-3_16037.txt ADMINISTRATIVE SERVICES AGREEMENT EXHIBIT 10.3 ------------ ADMINISTRATIVE SERVICES AGREEMENT AMENDMENT NO. 1 This Amendment dated June 12, 2008August 13, 2008 to the Administrative Services Agreement (the "Agreement") originally dated March 1, 2007 by and between iVoice, Inc., a New Jersey corporation ("iVoice") and Thomas Pharmaceuticals, Ltd., a New Jersey corporation (the "Company"). WHEREAS, the parties have agreed to amend the Agreement. NOW THEREFORE, in consideration of the foregoing premises and the respective promises and agreements of the parties set forth herein, the parties hereto agree as follows: 1. The Fees as defined in Section 3 of this Agreement and that are earned, accrued and remain unpaid shall be aggregated and converted into a Secured Convertible Promissory Note in substantially the form as set forth in Exhibit A herein. 2. The monies owed and converted into the Secured Convertible Promissory Note shall be secured with all of the assets of the Company pursuant to the Security Agreement dated the date hereof. 3. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of date written below: IVOICE, INC. THOMAS PHARMACEUTICALS, LTD. By: _______________________ By: _______________________ Jerome Mahoney Mark Meller President and President and Chief Executive Officer Chief Executive Officer