Escrow Agreement (2005)Full Document 

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                                ESCROW AGREEMENT


      THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
August ___, 2004 by iVOICE TECHNOLOGY III, INC., a Nevada corporation (the
"Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"Investor"); and BUTLER GONZALEZ LLP (the "Investor's Counsel" and or the
"Escrow Agent").


                                   BACKGROUND

      WHEREAS, the Company and the Investor have entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of
the date hereof, pursuant to which the Investor will purchase the Company's
Class A common stock, par value $.0001 per share (the "Common Stock"), at a
price per share equal to the Purchase Price, as that term is defined in the
Standby Equity Distribution Agreement, for an aggregate price of up to Ten
Million Dollars ($10,000,000). The Standby Equity Distribution Agreement
provides that on each Advance Date the Investor, as that term is defined in the
Standby Equity Distribution Agreement, shall deposit the Advance pursuant to the
Advance Notice in a segregated escrow account to be held by Escrow Agent and the
Company shall deposit shares of the Company's Common Stock, which shall be
purchased by the Investor as set forth in the Standby Equity Distribution
Agreement, with the Escrow Agent, in order to effectuate a disbursement to the
Company of the Advance by the Escrow Agent and a disbursement to the Investor of
the shares of the Company's Common Stock by Escrow Agent at a closing to be held
as set forth in the Standby Equity Distribution Agreement (the "Closing").

      WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds
and the shares of the Company's Common Stock deposited with it in accordance
with the terms of this Agreement.

      WHEREAS, in order to establish the escrow of funds and shares to effect
the provisions of the Standby Equity Distribution Agreement, the parties hereto
have entered into this Agreement.

      NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

      1. Definitions. The following terms shall have the following meanings when
used herein:

          a. "Escrow Funds" shall mean the Advance funds deposited with the
Escrow Agent pursuant to this Agreement.

          b. "Joint Written Direction" shall mean a written direction executed
by the Investor and the Company directing Escrow Agent to disburse all or a
portion of the Escrow Funds or to take or refrain from taking any action
pursuant to this Agreement.

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          c. "Common Stock Joint Written Direction" shall mean a written
direction executed by the Investor and the Company directing Investor's Counsel
to disburse all or a portion of the shares of the Company's Common Stock or to
refrain from taking any action pursuant to this Agreement.

      2. Appointment of and Acceptance by Escrow Agent and Investor's Counsel.

          a. The Investor and the Company hereby appoint Escrow Agent to serve
as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and,
upon receipt by wire transfer of the Escrow Funds in accordance with Section 3
below, agrees to hold, invest and disburse the Escrow Funds in accordance with
this Agreement.

          b. The Investor and the Company hereby appoint the Escrow Agent to
serve as the holder of the shares of the Company's Common Stock which shall be
purchased by the Investor. The Escrow Agent hereby accepts such appointment and,
upon receipt via D.W.A.C or the certificates representing of the shares of the
Company's Common Stock in accordance with Section 3 below, agrees to hold and
disburse the shares of the Company's Common Stock in accordance with this
Agreement.

      3. Creation of Escrow Account/Common Stock Account.

          a. On or prior to the date of this Agreement the Escrow Agent shall
establish an escrow account for the deposit of the Escrow Funds entitled as
follows: iVoice Technology III, Inc./Cornell Capital Partners, LP. The Investor
will wire funds to the account of the Escrow Agent as follows:

Bank:                                      Wachovia Bank, N.A.

Routing #:                                 031201467

Account #:                                 2030000803055

Name on Account:                           Butler Gonzalez LLP, as Escrow Agent

Name on Sub-Account:                       iVoice Technology III, Inc./
                                           Cornell Capital Partners, LP Escrow
                                           account

Bank:                                      Wachovia Bank, N.A.

          b. On or prior to the date of this Agreement the Escrow Agent shall
establish an account for the D.W.A.C. of the shares of Common Stock. The Company
will D.W.A.C. shares of the Company's Common Stock to the account of the Escrow
Agent as follows:

Brokerage Firm:                       Sloan Securities Corp.
Clearing House:                       Fiserv
Account #:                            56887298
DTC #:                                0632
Name on Account:                      Butler Gonzalez LLP Escrow Account


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      4. Deposits into the Escrow Account. The Investor agrees that it shall
promptly deliver all monies for the payment of the Common Stock to the Escrow
Agent for deposit in the Escrow Account.

      5. Disbursements from the Escrow Account.

          a. At such time as Escrow Agent has collected and deposited
instruments of payment in the total amount of the Advance and has received such
Common Stock via D.W.A.C from the Company which are to be issued to the Investor
pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall

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