EXHIBIT 3.1
                                                                     -----------


                  AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                                       OF
                                  IVOICE, INC.


     iVoice, Inc., a corporation organized and existing under the laws of the
State of New Jersey (the "Corporation"), hereby certifies as follows:

     1. The name of the corporation is iVoice, Inc. The Certificate of
Incorporation of the Corporation was filed by the New Jersey Treasurer on April
25, 2003.

     2. This Amendment to the Certificate of Incorporation herein certified was
authorized by the unanimous written consent of the Board of Directors on March
5, 2009 pursuant to the New Jersey Business Corporation Act of the State of New
Jersey (the "Corporation Law") and by the unanimous written consent of the
holders of Class B Common Stock on March 5, 2009.

     3. The Amendment to the Certificate of Incorporation herein certified shall
enable the holders of the Class B Common Stock (the "Class B Common Stock
Share(s)") to elect, at the holder's sole discretion, the redemption for cash by
the Corporation at the rate of $1.00 for each Class B Share presented to the
Corporation for redemption.

     4. To accomplish the foregoing amendment, a new additional sentence shall
be added to the end of Article III, Capital Stock, Class B Common Stock Shares
of the Certificate of Incorporation which is hereby inserted and the entire
paragraph shall now read:


                                   ARTICLE III
                                  CAPITAL STOCK

     Class B Common Stock Shares. The par value of the Class B Common Stock
shall be $.01. Each holder of Class B Common Stock shall have the right to
convert each share of Class B Common Stock into the number of Class A Common
Stock Shares calculated by dividing the number of Class B Common Stock Shares
being converted by fifty percent (50%) of the lowest price that the Company had
previously issued its Class A Common Stock since the Class B Common Stock Shares
were issued. Every holder of the outstanding shares of the Class B Common Stock
Shares shall be entitled on each matter to cast the number of votes equal to the
number of Class A Common Stock Shares that would be issued upon the conversion
of the Class B Common Stock Shares held by that holder, had all of the
outstanding Class B Common Stock Shares held by that holder been converted on
the record date used for purposes of determining which shareholders would vote
in such an election. With respect to all matters upon which shareholders are
entitled to vote or to which shareholders are entitled to give consent, the
holders of the outstanding shares of Class B Common Stock Shares shall vote
together with Class A


Common Stock Shares without regard to class, except as to those matters on which
separate class voting is required by applicable law. There shall be no
cumulative voting by shareholders. Each Class B Common Stock Share shall receive
dividends or other distributions, as declared, equal to the number of Class A
Common Stock Shares that would be issued upon the conversion of the Class B
Common Stock Shares, had all of the outstanding Class B Common Stock Shares been
converted on the record date established for the purposes distributing any
dividend or other shareholder distribution. The holders of the Class B Common
Stock shares shall have the right to elect, at the holder's sole discretion, the
redemption for cash by the Corporation at the rate of $1.00 for each Class B
Share presented to the Corporation for redemption.

IN WITNESS WHEREOF, the Corporation has caused this Amendment of the Certificate
of Incorporation to be executed by a duly authorized officer on March 5, 2009.


iVoice, Inc.




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