EXHIBIT 10.2
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JUNE 10, 2008
SECURED CONVERTIBLE PROMISSORY NOTE
THEREFORE, FOR VALUE RECEIVED the undersigned, promises to pay to
iVoice, Inc.,
the sum of Seventy-seven Thousand and Two Hundred and Fifty Dollars
($77,250),
receipt being acknowledged by the undersigned and any and all sums
of money that
are owed and unpaid to the iVoice pursuant to the Administrative
Services
Agreement by and between iVoice and Small Cap Advisors, Inc. (the
"Company") at
the rate of prime plus 1 percent per annum on the unpaid balance
until paid or
until default, both principal and interest payable in lawful money
of the United
States of America, at iVoice, Inc. (the "iVoice") 750 Highway 34,
Matawan, New
Jersey 07747, or at such place as the legal holder hereof may
designate in
writing. It is understood and agreed that additional amounts may be
advanced by
the holder hereof as provided in the instruments, if any, securing
this Secured
Convertible Promissory Note and such advances will be added to the
principal of
this Secured Convertible Promissory Note and will accrue interest
at the above
specified rate of interest from the date of advance until paid.
Such advances
may include Services Fees accrued pursuant to the Administrative
Services
Agreement by and between iVoice and Small Cap Advisors, Inc. The
principal and
interest shall be due and payable as follows: (a) interest shall
accrue monthly
on the unpaid balance and shall be paid annually, and (b) principal
shall be
payable on demand.
1.
Notwithstanding anything to the contrary herein, the Secured
Convertible
Promissory Note holder may elect payment of the principal and/or
interest,
at
the holder's sole discretion, owed pursuant to this Note by
requiring
the
parent company of the Company, Thomas Pharmaceuticals, Ltd.
("Thomas
Pharmaceuticals") to issue to iVoice, or his assigns either: (i)
one Class
B
common stock share of Thomas Pharmaceuticals no par value per
share, for
each
dollar owed, (ii) the number of Class A common stock shares of
Thomas
Pharmaceuticals calculated by dividing (x) the sum of the principal
and
interest that the Note holder has decided to have paid by (y)
eighty
percent (80%) of the lowest trading price of Thomas Pharmaceuticals
Class A
common stock in the previous thirty (30) trading days, or (iii),
payment of
the
principal of this Secured Convertible Promissory Note, before
any
repayment of interest. For purposes of determining the holding
period of
this
Secured Convertible Promissory Note under Rule 144 of the
regulations
promulgated by the Securities and Exchange Commission under the
Securities
Act
of 1933, as amended, Exhibit I attached herein shows the date that
each
monthly
