EXHIBIT 10.1
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EXTENSION AGREEMENT
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This Extension Agreement dated January 25, 2007, is made and
entered
into by and among Thomas Pharmaceuticals Ltd. (the "Company"),
Thomas
Pharmaceutical Acquisition Corp. (the "Purchaser") and iVoice, Inc.
(the
"Seller"). The Purchaser, the Company and the Seller are sometimes
individually
referred to as a party and collectively as the "Parties."
WHEREAS, the Parties entered into a Stock Purchase Agreement
dated
August 7, 2006 (the "Agreement");
WHEREAS, pursuant to said Agreement because a Closing of the
Agreement did not occur prior to October 31, 2006, the Seller is
permitted to
terminate the right of Purchaser to effectuate a Closing of the
Agreement
pursuant to Article X Section 10.1 thereof;
WHEREAS, the Purchaser is seeking to obtain financing in order
to
enable Purchaser to consummate the purchase transaction provided
for in the
Agreement (the "Financing");
WHEREAS, the Purchaser is also seeking to obtain interim funds
amounting to $200,000 ("Bridge Financing") for operations of the
Company pending
completion of the Financing through the issuance of convertible
debentures of
the Purchaser exchangeable for securities of the Company and/or the
Purchaser
(the "Purchaser Convertible Debenture") under certain conditions
provided for
herein;
WHEREAS, the holder(s) of the Purchaser Convertible
Debenture(s)
intend to deposit funds into an account of the Purchaser and
disburse the same
as provided hereinafter, as a loan to the Company which loan is
represented by a
note ("Note") executed by the Company which is exchangeable for
securities of
the Company as provided below;
WHEREAS, the Parties have agreed to extend the date within which
the
Purchaser may purchase the Securities upon the terms and conditions
set forth
herein and in the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
respective
representations, warranties, covenants, agreements and conditions
hereinafter
set forth, and intending to be legally bound, each Party hereby
agrees as
follows:
1. Each of the
terms, conditions and provisions of the Agreement,
including the capitalized definitions included therein, are
incorporated herein by reference, and shall have full force and
effect except as provided or modified by the terms of this
Extension Agreement.
2. The
Expiration Date provided for in Article X Section 10.1(d) is
and shall be extended to and through the date on which the
Securities and Exchange Commission declares effective a
Registration Statement for the distribution of common stock of
the Company
