EXHIBIT 10.32


                                December 19, 2003

iVoice, Inc.
750 Highway 34
Matawan, New Jersey  07747

Ladies and Gentlemen:

         This letter agreement (the "Letter Agreement") between Jerome R.
Mahoney (the "Stockholder") and iVoice, Inc., a New Jersey corporation (the
"Corporation"), confirms such parties' understanding with respect to the shares
of Class A common stock, no par value per share, of the Corporation (the "Class
A Common Stock") underlying (i) the Stockholder's shares of Class B common
stock, par value $.01 per share, of the Corporation ("Class B Common Stock"),
(ii) the promissory note dated March 20, 2001 made by the Corporation in favor
of the Stockholder, as amended on August 13, 2002 (as amended, amended and
restated, supplemented or otherwise modified from time to time in accordance
with its terms, the "Convertible Note"), and (iii) any other securities held by
the Stockholder convertible into or exercisable for shares of Class A Common
Stock (together with the Class B Common Stock and the Convertible Note, the
"Convertible Securities").

         The parties hereto hereby acknowledge and agree that, as of the date
hereof, (i) the Corporation is authorized to issue 10,000,000,000 shares of
Class A Common Stock, (ii) 5,025,268,702 shares of Class A Common Stock are
issued and outstanding, (iii) warrants and options to purchase up to an
aggregate of 7,384,343 shares of Class A Common Stock are outstanding and (iv)
the Corporation intends to file with the Securities and Exchange Commission a
registration statement on Form SB-2 relating to, among other things, the
registration of up to 3,693,939,394 shares of Class A common stock in connection
with the Standby Equity Distribution Agreement dated November 25, 2003, between
the Corporation and Cornell Capital Partners, L.P. (the "Equity Line of Credit
Agreement"). The parties hereto further acknowledge and agree that the
Corporation does 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 conversion or exercise of all of its outstanding options, warrants,
debentures and Class B Common Stock.

         The Stockholder agrees that, until such time as the Equity Line of
Credit Agreement expires or otherwise terminates in accordance with the terms
thereof and the number of shares of Class A Common Stock authorized for issuance
by the Corporation is sufficient for the Corporation to issue all of the shares
of Class A Common Stock underlying all of the Corporation's then-outstanding
options, warrants, debentures, Class B Common Stock or other obligations to
issue shares of Class A Common Stock, the Stockholder will not convert or
exercise any of the Convertible Securities if any of such conversions or
exercises, in the aggregate, would result in the Corporation's issuance to the
Stockholder of more than 1,200,000,000 shares of Class A Common Stock.

         Facsimile transmission of any signed original document and/or
retransmission of any signed facsimile transmission will be deemed the same as
delivery of an original. At the request of any party, the parties will confirm
facsimile transmission by signing a duplicate original document. This letter
agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute but one and the same instrument.



         This letter agreement and all matters related hereto shall be governed
by, and construed and enforced in accordance with, the laws of the State of New
Jersey, without regard to its choice-of-law principles.

                                                     Very truly yours,


                                                     /s/ Jerome R. Mahoney
                                                     ---------------------
                                                     Jerome R. Mahoney



ACKNOWLEDGED AND AGREED TO:

iVOIce, inc.

By: /s/ Jerome R. Mahoney
   -------------------------------
   Jerome R. Mahoney
   Chief Executive Officer and President



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