Memorandum of Compliance

                     Outlining Certain Changes Reflected in

             Amendment No. 5 to Registration Statement on Form SB-2

                             iVoice Technology, Inc.

Set forth below are the responses of iVoice Technology, Inc. to the comments
from the staff of the Division of Corporation Finance (the "Staff") of the
Securities and Exchange Commission (the "SEC") with respect to Amendment No. 4
to the Registration Statement on Form SB-2 of the Company, which was filed with
the SEC on July 28, 2005. For the Staff's convenience, the Staff's comments have
been stated below in their entirety, with the responses to a particular comment
set out immediately under the comment or comments. The responses described below
are contained in Amendment No. 5 to the Registration Statement on Form SB-2
("Amendment No. 5" or the "registration statement"), which is being filed
simultaneously herewith. Capitalized terms used herein are intended to have the
meanings ascribed to such terms in the Amendment No. 5.

General

1.    The 100,500-for-one stock split by means of a stock dividend to be
      effectuated immediately prior to the effective date of the registration
      statement shoud be retroactively refelected in your financial statements
      and throughout the prospectus. See SAB Topic 4:C and paragraph 54 of SFAS
      128.

Disclosure has been revised on pages 11, 12, 52, 53, F-3, F-4, F-5, F-12, F-15,
F-18, F-19, F-20, F-27, F-30, F-38 and F-39 of the registration statement.