EXHIBIT 10.3
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   AMENDMENT TO THE AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT
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            This Amendment to the Amended and Restated Standby Equity
Distribution Agreement dated as of the 12th day of December 2005 (the
"Amendment") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor"), and IVOICE TECHNOLOGY, INC., a corporation
organized and existing under the laws of the State of New Jersey (the
"Company").

            WHEREAS, on December 12, 2005, the parties hereto entered into an
Amended and Restated Standby Equity Distribution Agreement (the "Agreement");

            WHEREAS, the Investor and the Company wish to amend the Agreement so
that certain terms conform to the Secured Convertible Debenture dated March 30,
2007;



            NOW, THEREFORE, the parties hereto agree as follows:

      1.    Section 6.7 is deleted and replaced in its entirety with the
            following new Section 6.7:

                        "Section 6.7 Consent of Investor to Sell Capital Stock.
            During the Commitment Period, the Company shall not, without the
            prior written consent of the Investor, (i) issue or sell shares of
            Common Stock or Preferred Stock without consideration or for a
            consideration per share less than the bid price of the Common Stock
            determined immediately prior to its issuance, except for the
            issuance of an equity security pursuant to an agreement to acquire
            another entity, the assets of another entity or merge with another
            entity into the Company or a subsidiary of the Company (provided the
            Investor is given at least ten (10) days written notice of the
            same), (ii) issue any preferred stock, warrant, option, right,
            contract, call, or other security or instrument granting the holder
            thereof the right to acquire Common Stock without consideration or
            for a consideration less than such Common Stock's Bid Price
            determined immediately prior to its issuance, (iii) enter into any
            security instrument granting the holder a security interest in any
            and all assets of the Company, or (iv) file any registration
            statement on Form S-8, except for the registration of an employee,
            officer and/or stock option plan. Notwithstanding anything to the
            contrary, the Company may issue Common Stock issuable pursuant to
            the Company's obligations upon the conversion of stock options,
            convertible debt or Class B Common Stock or the payment of legal
            fees to Lawrence A. Muenz, Esq. and/or patent counsel."




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Amended
and Restated Standby Equity Distribution Agreement to be executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.



                                    COMPANY:
                                    IVOICE TECHNOLOGY, INC.

                                    By: ___________________________
                                    Name:  Bruce Kneff
                                    Title: President and Chief Executive Officer


                                    INVESTOR:
                                    CORNELL CAPITAL PARTNERS, LP

                                    BY:  YORKVILLE ADVISORS, LLC
                                    ITS: GENERAL PARTNER

                                    By: ____________________________
                                    Name:  Mark Angelo
                                    Title: Portfolio Manager