EXHIBIT 10.35
                                                                   -------------

                     Amendment No. 1 to Employment Agreement

This Amendment No. 1 to the Employment Agreement dated September 23, 2004 (the
"Amendment") is made by and between Trey Resources, Inc., f/k/a iVoice
Acquisition 1, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), having an office at 750 Highway 34, Matawan, New Jersey 07747 and
Mark Meller, with an office at 293 Eisenhower Parkway, Livingston, NJ 07039.
(the "Executive").

                              W I T N E S S E T H :

         WHEREAS, the Company and the Executive entered into an employment
agreement dated September 15, 2003 (the "Employment Agreement"), and

         WHEREAS, the Company and the Executive wish to mutually amend this
Employment Agreement,

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:

The terms and conditions as set forth below shall amend the Employment
Agreement:

1. Section 4(a) of the Employment Agreement shall be amended to read with the
additional language following this subsection:

         Notwithstanding the provisions of Section 17, the fixed compensation to
         be paid the Executive, as specified pursuant to this subsection, shall
         accrue, but payment shall be deferred until such time as the Board of
         Directors of the Company feel that the Company has sufficient financial
         resources to pay such fixed compensation.

2. Section 4(b) of the Employment Agreement shall be deleted in its entirety and
replaced with the following language:

         The Executive shall also be entitled to three weeks vacation, unlimited
         sick leave and fringe benefits, (Health Insurance, Disability
         Insurance, Auto Insurance, unaccountable travel expense allowance of
         $600.00 per month, a car allowance of $800 per month and an Annual
         Bonus) in accordance with Company policies and plans in effect, from
         time to time, for officers and directors of the Company.



3. Section 15 shall be amended to delete the words: ". . . with a copy to
counsel to the Company at Muenz & Meritz, P.C., 3 Hughes Place, Dix Hills, New
York 11746, Attention: Lawrence A. Muenz, Esq." and replaced with the words: ".
. . with a copy to counsel to the Company at: Meritz & Muenz LLP, 2021 O Street,
NW, Washington, DC 20036, Attention: Lawrence A. Muenz, Esq.

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

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


Trey Resources, Inc.                                  Mark Meller


By: _________________                                 By: _________________
    Jerome Mahoney
    Non-executive
    Chairman of the Board


Date: _______________                                 Date: _______________