Exhibit 10.22


                                          March 9, 2005



iVoice Technology, Inc.
750 Highway 34
Matawan, NJ  07747

Attention:  Arie Seidler, CEO

Re:   iVoice Technology, Inc. / Cornell Capital Partners, LP

Dear Mr. Seidler:

This letter shall confirm that Cornell Capital Partners, LP (herein "Cornell")
has made a non-binding offer to iVoice Technology, Inc. (the "Company") to enter
into a Standby Equity Distribution Agreement (the "SEDA") with the Company upon
the terms detailed below:

      Commitment Amount:  Cornell shall commit to purchase up to Ten
      Million Dollars ($10,000,000) (the "Commitment Amount") of the
      Company's common stock (the "Common Stock") over the course of
      twenty-four (24) months after an effective registration of the
      shares (collectively referred to as the SEDA).

      Securities:  Common Stock of the Company issued under the
      securities laws of the United States under Regulation D.

      Conditions:  Cornell's commitment hereunder is subject to (i) the
      negotiation, execution and delivery of definitive documentation
      with respect to the SEDA reasonably satisfactory to Cornell, (ii)
      obtaining any necessary government approvals, (iii) satisfactory
      completion of due diligence review and (iv) the effectivenes of
      the Company's Registration Statement on Form SB-2 (SEC File
      No.                   )

      Advance Notice Date:  Date Cornell receives an Advance Notice
      requesting an Advance (individually referred to as an "Advance"
      collectively referred to as "Advances") by the Company for a
      portion of the SEDA.

      Advance Amount:  The timing and amounts of the Advances shall be
      at the discretion of the Company.  The maximum amount of any
      Advance shall be Five Hundred Thousand Dollars ($500,000).

      Market Price:  The lowest closing bid price of the Company's
      Common Stock during the Pricing Period.

      Pricing Period:  The five (5) consecutive trading day period
      beginning on the first (1st) trading day after an Advance Notice
      Date.



      Purchase Prices:  The purchase price shall be set at ninety-five
      percent (95%) of the Market Price.

      Advance Restrictions:  There will be a minimum of seven (7)
      trading days between Advances.  No Advance will be made until
      there is an effective registration statement of the shares to be
      sold pursuant to the SEDA.

      Fees and Expenses:  Upon the initial Advance and all subsequent
      Advances, Cornell shall receive directly from escrow cash
      compensation equal to six percent (6%) of the gross proceeds of
      the Advance.

      Furthermore, the Company shall issue to Cornell shares of the
      Company's common stock in an amount qual to one and one-half
      percent (1.5%) of the Company's outstanding Common Stock on a
      fully diluted basis, but excluding any shares of common Stock to
      be received by Cornell under the terms of the SEDA

      The Company shall issue to Yorkville Advisors Management LLC
      ("Yorkville") a number of shares equivalent to fifteen thousand
      dollars ($15,000) divided by the closing bid price of the
      Company's Common Stock on the first day the Company's Common
      Stock is traded on the Principal Market.  On each Advance Date,
      the Company shall pay to Yorkville a structuring fee of five
      hundred dollars ($500).

It is understood that this letter is a non-binding mutual expression of
intent and no party has any obligation or agreement with the other party with
respect to the subject matter of this letter.

                                          Very truly yours,


                                          CORNELL CAPITAL PARTNERS, LP


                                          /s/ David Gonzalez
                                          -----------------------------------
                                          David Gonzalez
                                          Managing Partner and General Counsel