EXHIBIT 10.24


                                  June 28, 2002

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


Gentlemen:

         This  letter  will set forth our  respective  agreement  regarding  the
conversion  of all shares of Class B common  stock  beneficially  owned by me. I
acknowledge  that iVoice,  Inc.  intends to register  the resale of  394,000,000
shares  of  Class A  common  stock  under  an  Equity  Line of  Credit  and upon
conversion of outstanding  Convertible  Debentures.  I further  acknowledge that
iVoice does not have a sufficient  number of authorized shares of Class A common
stock in order to honor the exercise or conversion of all  outstanding  options,
warrants,  debentures and Class B common stock. Accordingly,  I hereby agree not
to convert  any of my shares of Class B common  stock until such time as (i) the
registration statement registering the shares of Class A common stock underlying
the Equity Line of Credit and Convertible  Debentures is no longer  effective or
(ii) until  iVoice has  increased  the  number of  authorized  shares of Class A
common stock to an amount  sufficient to honor the exercise or conversion of all
outstanding options, warrants, debentures and Class B common stock.

         This letter may be executed in any number of counterparts, all of which
shall be deemed an original, and both of which shall constitute one and the same
instrument.  This letter  shall be  accepted,  effective  and  binding,  for all
purposes,  when the parties shall have signed and  transmitted to each other, by
telecopier or otherwise,  copies of this letter.  In the event of any litigation
arising hereunder,  the prevailing party or parties shall be entitled to recover
its reasonable  attorneys' fees and court costs from the other party or parties,
including  the  costs  of  bringing  such  litigation  and  collecting  upon any
judgments.  This letter  shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives,
trustees, successors and assigns.






         If the  foregoing  correctly  sets  forth the  terms of our  agreement,
please sign this letter on the line provided below, whereupon it will constitute
a binding agreement between us.

                                            Very truly yours,

                                            iVoice, Inc.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


Agreed and accepted
on June ___, 2002:


---------------------------------------------
Jerome Mahoney