FORM OF ASSET PURCHASE AGREEMENT

EXHIBIT 10.2
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EXHIBIT I

ASSET PURCHASE AGREEMENT
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This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of
February __, 2007, is by and between DEEP FIELD TECHNOLOGIES, INC., a New Jersey
corporation (the "Seller") and IVOICE, INC., a New Jersey corporation, its
successors and assignees/nominees (the "Purchaser"). All capitalized terms used
herein and defined in Sections 1.01 are used herein as therein defined.


W I T N E S S E T H:
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WHEREAS, the Seller is engaged in the business of operating a
unified messaging business and owns certain Assets (as defined below);

WHEREAS, the Seller desires to sell the Assets and all of its
rights in and to the Assets, and the Purchaser desires to purchase the Assets
and such rights in the manner and subject to the terms and conditions
hereinafter set forth; and

WHEREAS, it is the intention of the parties hereto that, upon
the consummation of the purchase and sale of the Assets by the Purchaser
pursuant to this Agreement, the Purchaser shall own such Assets of the Seller;

NOW, THEREFORE, in consideration of the premises and of the
mutual agreements and covenants hereinafter set forth, the parties hereto agree
as follows:

ARTICLE I
DEFINITIONS
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SECTION 1.01. Certain Defined Terms.

(a) As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

"Agreement" has the meaning assigned to such term in the first
paragraph hereof.

"Ancillary Agreements" has the meaning assigned to such term
in Section 2.04.

"Asset Transfer" has the meaning assigned to such term in
Section 2.01 hereof.

"Assets" means: (i) all inventory including all raw materials,
work in progress and finished goods, replacement and spare
parts and components, electric parts, switches, appliances,
packaging materials and operating supplies in each case owned
by the Seller as of the Closing Date used or useful in the
unified messaging business; (ii) the goodwill associated with
the unified messaging
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business of the Seller; (iii) all contracts, purchase orders,
customers, lists of customers, employment contracts, leases
and other agreements of Seller listed on Schedule 1.01(A)
hereto (the "Contracts"); (iv) all cash accounts of the
Seller; and (v) furniture, equipment and accounts receivable
listed on the Seller's balance sheet as of the Closing Date
and thereafter, all as described in Schedule 1.01(A).

"Business Day" means a day of the year on which banks located
in New York, New York are not required or authorized by law to
be closed.

"Closing" means the closing of the transaction contemplated by
this Agreement.

"Closing Date" means the date hereof, or such other date as
the parties hereto may agree.

"Contracts" has the meaning assigned to such term in the
definition of "Assets" above.

"Liabilities" means the debt, liabilities, obligations,
duties, contracts and agreements described in Schedule
1.01(B).

"Purchaser" has the meaning assigned to such term in the first
paragraph hereof.

"Seller" has the meaning assigned to such term in the first
paragraph hereof.

"Tax" or "Taxes" means any federal, state, local or foreign
income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits,
environmental (including taxes under Code Section 59A),
customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use,
transfer, registration, recording, value added, alternative or
add-on minimum, estimated, or tax of any kind whatsoever,
including any interest, penalty or addition thereto.

"Tax Return" means any return (including any information
return), report, statement, schedule, notice, form, or other
document or information filed with or submitted to, or
required to be filed with or submitted to, any governmental
authority in connection with the determination, assessment,
collection, or payment of any Tax or in connection with the
administration, implementation, or enforcement of or
compliance with any law relating to any Tax.

"Transfer Taxes" has the meaning assigned to such term in
Section 7.07 hereof.

ARTICLE II
PURCHASE AND SALE OF ASSETS
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SECTION 2.01. Transfer of Assets by the Seller. On and as of the Closing
Date, the Seller hereby assigns, transfers and delivers to the Purchaser on an
"AS IS, WHERE IS" basis,

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and the Purchaser hereby agrees to purchase from the Seller on an "AS IS, WHERE
IS" basis, all of the Assets (the "Asset Transfer"), free and clear of all
encumbrances and liens.

SECTION 2.02. Closing.

(a) The Closing shall take place at the offices of Kramer
Levin Naftalis & Frankel LLP on the date hereof, or such earlier date as agreed
between the parties hereto but in no event later than five (5) business days
after the date upon which all of the conditions set forth in Article V hereof
have been satisfied in full.

(b) At the Closing, the Seller shall deliver a Bill of Sale
substantially in the form of Exhibit A hereto and executed copies of all of the
agreements contemplated hereby (including those agreements referred to in
Section 2.04).

(c) At the Closing, the Purchaser shall deliver the amount
referred to in Section 2.03 hereof, together executed copies of the other
agreements ancillary hereto and referred to in Section 2.04 to which it is a
party.

SECTION 2.03. Purchase Price. In consideration of the sale, assignment,
transfer and delivery of the Assets to the Purchaser at the Closing, the
Purchaser shall pay to the Seller the sum of $1.00 in cash on the Closing Date.

SECTION 2.04. Ancillary Agreements. In addition to the sale and purchase of
the Assets and the other transactions provided for in this Agreement, the
following documents shall be executed and delivered at Closing:

(a) the Bill of Sale; and

(b) the assignments and any required consents to assignments
of the Contracts listed on Schedule 1.01; (together, the "Ancillary
Agreements").

SECTION 2.05. Further Assurances. Each of the Purchaser and the Seller
shall, at the request of the other and without further cost or expense to the
requesting party, at any time and from time to time after the Closing Date
hereof promptly prepare, execute, and deliver, or cause to be prepared,
executed, and delivered, to the requesting party all such further instruments
(including without limitation, additional assignments suitable for recording)
and take all such further action as may be reasonably necessary to transfer,
assign, convey, grant, and confirm to the requesting party, or to perfect and
record the requesting party's title to or interest in, or to enable the
requesting party to possess and use, the Assets, as the case may be; provided,
however, the requested party shall not be required to pay any consideration,
incur any expense, or assume any obligation to carry out the foregoing.

SECTION 2.06. No Express or Implied Warranties. The Seller makes no
warranty, express or implied, whether of merchantability, quality, or
suitability or fitness for a particular purpose, as to the Assets or as to the
business or any part thereof, or as to the condition or workmanship of any of
the Assets or as to the absence of any defects therein, whether latent or
patent, it being understood that the Assets are to be contributed and
transferred hereunder "AS

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IS, WHERE IS" on the Closing Date, and the Purchaser shall rely upon its own
examination and evaluation thereof and of the business.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
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SECTION 3.01. Representations and Warranties of Seller. The Seller hereby
represents and warrants to and with the Purchaser as follows:

(a) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey. The
Seller has all requisite corporate power and authority to execute and deliver
this Agreement and the Ancillary Documents to which it is a party and perform
its obligations hereunder and thereunder.

(b) The execution and delivery of this Agreement and the
Ancillary Documents to which it is a party by the Seller, and the performance of
its obligations hereunder and thereunder, have been duly authorized by all
necessary corporate action on the part of the Seller. This Agreement and the
Ancillary Documents to which the Seller is a party has been duly executed and
delivered by the Seller and constitute the valid and binding obligation of the
Seller, enforceable against the Seller in accordance with their terms.

(c) Unless otherwise set forth in Schedule 3.01 hereto, no
consent, approval, authorization, order,