Exhibit 99.1 AMENDMENT AND FORBEARANCE AGREEMENT AMENDMENT AND FORBEARANCE AGREEMENT

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                                                                    Exhibit 99.1


                       AMENDMENT AND FORBEARANCE AGREEMENT

      AMENDMENT AND FORBEARANCE AGREEMENT, dated as of October 17, 2006, by and
among ONE IP VOICE, INC. (f/k/a Farmstead Telephone Group, Inc.), a Delaware
corporation ("Parent"), OIPV CORP. (f/k/a One IP Voice, Inc.), a Delaware
corporation ("OIPV" and together with Parent, each a "Company" and collectively
the "Companies"), and LAURUS MASTER FUND, LTD. ("Laurus").

                              W I T N E S S E T H:
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      WHEREAS, Laurus and each Company have entered into certain financing
arrangements pursuant to a Security Agreement, dated as of March 31, 2005, by
and among Laurus and each Company (as amended hereby, and as the same may have
heretofore been or may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced from time to time, the "Security
Agreement", and together with all Ancillary Agreements (as defined in the
Security Agreement) and all other agreements, documents and instruments at any
time executed and/or delivered in connection therewith or related thereto,
collectively, the "Financing Agreements"); and

      WHEREAS, as of the date hereof, the Designated Defaults (as hereafter
defined) have occurred and are continuing under the Financing Agreements by
reason of which Laurus has no obligation to make any additional Loans and Laurus
has the full legal right to exercise its rights and remedies under the Financing
Agreements and applicable law; and

      WHEREAS, each Company has requested that Laurus forbear for a period of
time from exercising Laurus' rights and remedies under the Financing Agreements
and that Laurus continue to make Loans under the Financing Agreements; and

      WHEREAS, each Company has in addition requested that Laurus,
notwithstanding the occurrence of the Designated Defaults, provide additional
financial accommodations to each Company pursuant to and in accordance with the
terms of the Additional Financing Agreements (as hereafter defined), which
provide for, among other things, that Laurus advance $500,000 to Companies on
October 18, 2006 and advance up to an additional $500,000 in the aggregate
thereafter in accordance with the express terms of the Additional Financing
Agreements; and

      WHEREAS, Laurus is willing to agree to establish a period of forbearance
and provide certain additional financial accommodations to each Company, in each
case, on the terms and conditions specified herein;

      NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto hereby
agree, covenant and warrant as follows:
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SECTION 1.  DEFINITIONS

      1.1. Interpretation. All capitalized terms used herein (including the
recitals hereto) shall have the respective meanings assigned thereto in the
Financing Agreements and Additional Financing Agreements, as applicable, unless
otherwise defined herein.

      1.2. Additional Definitions. As used herein, the following terms shall
have the respective meanings given to them below:

            (a) "Additional Financing Agreements" shall mean those documents,
      instruments and agreements set forth on Exhibit A hereto, as the same may
      be amended, modified, supplemented, extended, renewed, restated or
      replaced from time to time.

            (b) "Designated Defaults" shall mean all Events of Default that have
      occurred through the date hereof and, other than with respect to
      Forbearance Defaults, during the Forbearance Period.

            (c) "Event of Default" shall have the meaning given to such term
      under the Financing Agreements and the Additional Financing Agreements, as
      applicable.

            (d) "Forbearance Default" shall have the meaning set forth in
      Section 3.2(c) hereof

            (e) "Forbearance Period" shall have the meaning set forth in Section
      3.2(a) hereof.

SECTION 2.  ACKNOWLEDGMENT

      2.1. Acknowledgment of Obligations. Each Company hereby acknowledges,
confirms and agrees that as of the close of business on October 17, 2006, (a)
each Company is indebted to Laurus for loans and advances in the aggregate
principal amount of $1,191,337.99, together with interest accrued thereon, and
fees, costs, expenses and other charges payable by each Company to Laurus
pursuant to the terms of the Financing Documents (collectively, "the Amount")
and (b) the Amount is a valid and unconditional obligation of each Company to
Laurus and is due and owing without offset, defense or counterclaim of any kind,
nature or description whatsoever.

      2.2. Acknowledgment of Security Interests. Each Company hereby
acknowledges, confirms and agrees that Laurus has and shall continue to have
valid, enforceable and perfected first-priority liens upon and security
interests in the Collateral heretofore granted to Laurus pursuant to the
Financing Agreements, the Additional Financing Agreements or otherwise granted
to or held by Laurus. Each Company hereby expressly waives any and all rights to
contest and/or challenge in any manner whatsoever Laurus' perfected
first-priority liens upon and security interests in the Collateral and will
execute any and all documents, instruments and agreements as shall be required
by Laurus from time to time to further evidence, acknowledge and confirm the
same.

      2.3. Binding Effect of Documents. Each Company hereby acknowledges,
confirms and agrees that: (a) each of the Financing Agreements and Additional
Financing Agreements to which it is a party has been duly executed and delivered
to Laurus by such Company, and each is
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in full force and effect as of the date hereof, (b) the agreements and
obligations of each Company contained in the Financing Agreements, the
Additional Financing Agreements and this Agreement constitute the legal, valid
and binding obligations of each Company, enforceable against it in accordance
with their respective terms, and no Company has any valid defense to the
enforcement of such obligations, and (c) Laurus is and shall be entitled to the
rights, remedies and benefits provided for in the Financing Agreements, the
Additional Financing Agreements, this Agreement and applicable law.

SECTION 3.  FORBEARANCE IN RESPECT OF CERTAIN EVENTS OF DEFAULT

      3.1. Acknowledgment of Default. Each Company hereby acknowledges and
agrees that the Designated Defaults have occurred and are continuing, each of
which entitles Laurus to exercise its rights and remedies under the Financing
Agreements the Additional Financing Agreements, applicable law or otherwise.
Laurus has not waived, presently does not intend to waive and may never waive
such Designated Defaults and nothing contained herein or the transactions
contemplated hereby shall be deemed to constitute in any manner whatsoever any
such waiver. Each Company hereby acknowledges and agrees that Laurus has the
presently exercisable right to declare the Obligations to be immediately due and
payable under the terms of the Financing Agreements and the Additional Financing
Agreements.

      3.2. Forbearance.

      (a) In reliance upon the representations, warranties and covenants of each
Company contained in this Agreement, during the period (the "Forbearance
Period") commencing on the date hereof and ending on the earlier to occur of (a)
January 15, 2007 and (ii) the occurrence of any Forbearance Default, Laurus will
forbear from exercising its rights and remedies under the Financing Agreements,
the Additional Financing Agreements and applicable law in respect of or arising
out of any and all Designated Defaults. Notwithstanding the foregoing, nothing
contained herein shall impair in any manner whatsoever Laurus' right to
administer the credit facility and/or to collect, receive and/or apply proceeds
of each Company's accounts receivable and/or any other Collateral to the
Obligations, in each case, in accordance with the terms of the Financing
Agreements and the Additional Financing Agreements.

      (b) Upon the termination of the Forbearance Period, the agreement of
Laurus to forbear with respect to such Designated Defaults existing or
continuing as of such termination shall automatically and without further action
terminate and be of no further force and effect, it being expressly agreed that
the effect of such termination will be to permit Laurus to exercise such rights
and remedies immediately, including, but not limited to (i) ceasing to make any
further Loans and (ii) the acceleration of all Obligations (including without
limitation the obligations and liabilities of Each Company to Laurus under the
Additional Financing Agreements); in either case without any further notice,
passage of time or forbearance of any kind.

      (c) The occurrence of any one or more of the following events during the
Forbearance Period shall constitute a Forbearance Default: (i) the existence of
any material Event of Default (other than a Designated Default) under Section 19
of the Security Agreement (except for Sections 19(e), 19(g), 19(j) and 19(o)) or
any Additional Financing Agreement; (ii) any Company's failure to pay on demand
all amounts owing under the Additional Financing
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Agreements, (iii) any representation or warranty of any Company herein, under
any Financing Agreement or under any Additional Financing Agreement shall be
false, misleading or incorrect in any material respect; (iv) any Company's
failure to comply with the covenants, conditions and agreements contained
herein; (v) any Person, other than Laurus or ScanSource, Inc., shall at any time
exercise for any reason any of its rights or remedies against any Company or any
Company's properties or assets; (vi) the applicable Company's failure to deliver
to Laurus evidence reasonably satisfactory to Laurus of such Company's receipt
of bridge financing and/or follow-on financing (as described in Section
4.1hereof) of gross proceeds of at least $750,000 in the aggregate by December
1, 2006; or (vii) the applicable Company's failure to deliver to Laurus by
December 25, 2006 a fully executed term sheet setting forth the terms,
conditions and pricing of such Company's proposed "Series B" financing to
provided by one or more third party financing sources (the "Series B
Financing"). Notwithstanding any other rights and remedies available to Laurus
under the Financing Agreements, the Additional Financing Agreements and
applicable law, in the event the indebtedness incurred by any Company under the
Series B Financing shall at any time exceed $12,000,000, Laurus shall have the
right to at any time to demand the immediate repayment in full of all
Obligations under the Financing Agreements and the Additional Financing
Agreements together with all fees, interest, default interest, default payments
and prepayment fees relating thereto.

      3.3. Reservation of Rights.

      Subject only to Section 3.2 above and solely with respect to the
Designated Defaults, Laurus reserves the right, in its discretion, to exercise
any or all of its rights and remedies under the Financing Agreements and/or the
Additional Financing Agreements as a result of any Events of Default which may
be co