AMENDED AND RESTATED SECURITY AGREEMENT

EXHIBIT 10.1

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AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is

entered into and made effective as of June 14, 2007, by and between Thomas

Pharmaceuticals, Ltd., a New Jersey Corporation, with its principal office at

750 Route 34, Matawan, NJ, 07747 (the "Company"), Thomas Pharmaceutical

Acquisition Corp., a Delaware corporation with its principal office at 320 West

22nd Street, Suite 3A, New York, NY 10011 ("Thomas Acquisition") and BioBridge

LLC, a California limited liability company, with its principal office at 15941

Overlook Drive, Los Gatos, CA 95030, (the "Secured Party").

WHEREAS, the Parties entered into a Stock Purchase Agreement dated

August 7, 2006 (the "Agreement");

WHEREAS, pursuant to said Stock Purchase Agreement because a Closing

of the Agreement did not occur prior to October 31, 2006, iVoice, Inc.

("iVoice") is permitted to terminate the right of Thomas Acquisition to

effectuate a Closing of the Stock Purchase Agreement pursuant to Article X

Section 10.1 thereof;

WHEREAS, the Thomas Acquisition is seeking to obtain financing in

order to enable Thomas Acquisition to consummate the purchase transaction

provided for in the Stock Purchase Agreement (the "Financing");

WHEREAS, the Thomas Acquisition 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 a secured

convertible debenture of the Thomas Acquisition convertible for securities of

the Company (the "Purchaser Secured Convertible Debenture") under certain

conditions provided for herein;

WHEREAS, the holder(s) of the Purchaser Secured Convertible Debenture

intend to deposit funds into an account of Thomas Acquisition 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;

WHEREAS, the parties herein wish to delete and replace in its

entirely Section 4.2 of the Security Agreement dated January 26, 2007 between

the parties herein and wish to execute an Amended and Restated Security

Agreement; and

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, and for other good and valuable consideration, the

adequacy and receipt of which are hereby acknowledged, the parties hereto hereby

agree as follows:

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ARTICLE 1.

DEFINITIONS AND INTERPRETATIONS

Section 1.1. Recitals.

The above recitals are true and correct and are incorporated herein,

in their entirety, by this reference.

Section 1.2. Interpretations.

Nothing herein expressed or implied is intended or shall be construed

to confer upon any person other than the Secured Party any right, remedy or

claim under or by reason hereof.

Section 1.3. Obligations Secured.

In exchange and the consideration for the Secured Party purchasing

the Purchaser Secured Convertible Debenture No. 1 dated the date hereof and

thereby permitting Thomas Acquisition to loan to Thomas Pharmaceuticals Ltd,

(the "Company") One Hundred and Sixty Thousand Dollars ($160,000) on the date

hereof in the form of a Note, the Company hereby agrees to permit the Secured

Party to secure the obligations pursuant to this Security Agreement and such

Purchaser Secured Convertible Debenture No. 1 dated the date hereof for the sum

of One Hundred and Three Thousand Two Hundred Dollars ($103,200) and any other

amounts now or hereafter owed to the Secured Party by Thomas Acquisition

thereunder or hereunder, excluding the Purchaser Convertible Debenture No. 2

(collectively, the "Obligations").

ARTICLE 2.

PLEDGED PROPERTY, ADMINISTRATION OF COLLATERAL

AND TERMINATION OF SECURITY INTEREST

Section 2.1. Pledged Property.

(a) Company hereby pledges to the Secured Party, and

creates in the Secured Party for its benefit, a security interest in and to all

of the property of the Company as set forth in Exhibit A attached hereto and the

products thereof and the proceeds of all such items (collectively, the "Pledged

Property") for such time until the Obligations are paid in full.

(b) Simultaneously with the execution and delivery of this

Agreement, the Company shall make, execute, acknowledge, file, record and

deliver to the Secured Party any documents reasonably requested by the Secured

Party to perfect its security interest in the Pledged Property. Simultaneously

with the execution and delivery of this Agreement, the Company shall make,

execute, acknowledge and deliver to the Secured Party such documents and

instruments, including, without limitation, financing statements, certificates,

affidavits and forms as may, in the Secured Party's reasonable judgment, be

necessary to effectuate, complete or perfect, or to continue and preserve, the

security interest of the Secured Party in the Pledged Property, and the Secured

Party shall hold such documents and instruments as secured party, subject to the

terms and conditions contained herein.

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Section 2.2. Rights; Interests; Etc.

(a) So long as no Event of Default (as hereinafter defined)

shall have occurred and be continuing:

(i) the Company shall be entitled to exercise any

and all rights pertaining to the Pledged Property or any part thereof for any

purpose not inconsistent with the terms hereof; and

(ii) the Company shall be entitled to receive and

retain any and all payments paid or made in respect of the Pledged Property.

(b) Upon the occurrence and during the continuance of an

Event of Default:

(i) All rights of the Company to exercise the

rights which it would otherwise be entitled to exercise pursuant to Section

2.2(a)(i) hereof and to receive payments which it would otherwise be authorized

to receive and retain pursuant to Section 2.2(a)(ii) hereof shall be suspended,

and all such rights shall thereupon become vested in the Secured Party who shall

thereupon have the sole right to exercise such rights and to receive and hold as

Pledged Property such payments; PROVIDED, HOWEVER, that if the Secured Party

shall become entitled and shall elect to exercise its right to realize on the

Pledged Property pursuant to Article 5 hereof, then all cash sums received by

the Secured Party, or held by Company for the benefit of the Secured Party and

paid over pursuant to Section 2.2(b)(ii) hereof, shall be applied against any

outstanding Obligations;

(ii) All interest, dividends, income and other

payments and distributions which are received by the Company contrary to the

provisions of Section 2.2(b)(i) hereof shall be received in trust for the

benefit of the Secured Party, shall be segregated from other property of the

Company and shall be forthwith paid over to the Secured Party; and

(iii) The Secured Party in its sole discretion

shall be authorized to sell any or all of the Pledged Property at public or

private sale in order to recoup all of the outstanding principal plus accrued

interest owed pursuant to the Debenture as described herein

(c) Each of the following events shall constitute a default

under this Agreement (each an "Event of Default"):

(i) any default, whether in whole or in part,

shall occur in the payment to the Secured Party of principal, interest or other

item comprising the Obligations as and when due or with respect to any other

debt or obligation of the Company to a party other than the Secured Party;

(ii) any default, whether in whole or in part,

shall occur in the due observance or performance of any obligations or other

covenants, terms or provisions to be performed under the Transaction Documents

(as defined in the Merger Agreement);

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(iii) the Company shall: (1) make a general

assignment for the benefit of its creditors; (2) apply for or consent to the

appointment of a receiver, trustee, assignee, custodian, sequestrator,

liquidator or similar official for itself or any of its assets and properties;

(3) commence a voluntary case for relief as a debtor under the United States

Bankruptcy Code; (4) file with or otherwise submit to any governmental authority

any petition, answer or other document seeking: (A) reorganization, (B) an

arrangement with creditors or (C) to take advantage of any other present or

future applicable law respecting bankruptcy, reorganization, insolvency,

readjustment of debts, relief of debtors, dissolution or liquidation; (5) file

or otherwise submit any answer or other document admitting or failing to contest

the material allegations of a petition or other document filed or otherwise

submitted against it in any proceeding under any such applicable law; or (6) be

adjudicated a bankrupt or insolvent by a court of competent jurisdiction; or

(iv) any case, proceeding or other action shall

be commenced against the Company for the purpose of effecting, or an order,

judgment or decree shall be entered by any court of competent jurisdiction

approving (in whole or in part) anything specified in Section 2.2(c)(iii)

hereof, or any receiver, trustee, assignee, custodian, sequestrator, liquidator

or other official shall be appointed with respect to the Company, or shall be

appointed to take or shall otherwise acquire possession or control of all or a

substantial part of the assets and properties of the Company, and any of the

foregoing shall continue unstayed and in effect for any period of thirty (30)

days.

ARTICLE 3.

ATTORNEY-IN-FACT; PERFORMANCE

Section 3.1. Secured Party Appointed Attorney-In-Fact.

Upon the occurrence of an Event of Default, the Company hereby

appoints the Secured Party as its attorney-in-fact, with full authority in the

place and stead of the Company and in the name of the Company or otherwise, from

time to time in the Secured Party's discretion to take any action and to execute

any instrument which the Secured Party may reasonably deem necessary to

accomplish the purposes of this Agreement, including, without limitation, to

receive and collect all instruments made payable to the Company representing any

payments in respect of the Pledged Property or any part thereof and to give full

discharge for the same. The Secured Party may demand, collect, acknowledge,

receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the

Pledged Property as and when the Secured Party may determine. To facilitate

collection, upon the occurrence of an Event of Default, the Secured Party may

notify account debtors and obligors on any Pledged Property to make payments

directly to the Secured Party.

Section 3.2. Secured Party May Perform.

If the Company fails to perform any agreement contained herein, the

Secured Party, at its option, may itself perform, or cause performance of, such

agreement, and the expenses of the Secured Party incurred in connection

therewith shall be included in the Obligations secured hereby.

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ARTICLE 4.

REPRESENTATIONS AND WARRANTIES

Section 4.1. Authorization; Enforceability.

Each of the parties hereto represents and warrants that it has taken

all action necessary to authorize the execution, delivery and performance of

this Agreement and the transactions contemplated hereby; and upon execution and

delivery, this Agreement shall constitute a valid and binding obligation of the

respective party, subject to applicable bankruptcy, insolvency, reorganization,

moratorium and similar laws affecting creditors' rights or by the principles

governing the availability of equitable remedies.

Section 4.2. Ownership of Pledged Property.

The Company warrants and represents that it is the legal and

beneficial owner of the Pledged Property, subject to the liens and security

interests created by (a) that certain Security Agreement by and between Thomas

Pharmaceuticals Ltd., f/k/a iVoice Acquisition Corp. and iVoice, Inc. and (b)

the security interest created by this Agreement.

ARTICLE 5.

DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

Section 5.1. Default and Remedies.

(a) If an Event of Default described in Section 2.2(c)(i)

and (ii) occurs, then in each such case the Secured Party may declare the

Obligations to be due and payable immediately, by a notice in writing to the

Company, and upon any such declaration, the Obligations shall become immediately

due and payable. If an Event of Default described in Sections 2.2(c)(iii) or

(iv) occurs and is continuing for the period set forth therein, then the

Obligations shall automatically become immediately due and payable without

declaration or other act on the part of the Secured Party.

(b) Upon the occurrence of an Event of Default, the Secured

Party shall: (i) be entitled to receive all distributions with respect to the

Pledged Property, (ii) to cause the Pledged Property to be transferred into the

name of the Secured Party or its nominee, (iii) to dispose of the Pledged

Property, and (iv) to realize upon any and all rights in the Pledged Property

then held by the Secured Party.

Section 5.2. Method of Realizing Upon the Pledged Property: Other

Remedies.

Upon the occurrence of an Event of Default, in addition to any rights

and remedies available at law or in equity, the following provisions shall

govern the Secured Party's right to realize upon the Pledged Property:

(a) Any item of the Pledged Property may be sold for cash

or other value in any number of lots at brokers board, public auction or private

sale and may be sold without demand, advertisement or notice (except that the

Secured Party shall give the Company

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ten (10) days' prior written notice of the time and place or of the time after

which a private sale may be made (the "Sale Notice")), which notice period is

hereby agreed to be commercially reasonable. At any sale or sales of the Pledged

Property, the Company may bid for and purchase the whole or any part of the

Pledged Property and, upon compliance with the terms of such sale, may hold,

exploit and dispose of the same without further accountability to the Secured

Party. The Company will execute and deliver, or cause to be executed and

delivered, such instruments, documents, assignments, waivers, certificates, and

affidavits and supply or cause to be supplied such further information and take

such further action as the Secured Party reasonably shall require in connection

with any such sale.

(b) Any cash being held by the Secured Party as Pledged

Property and all cash proceeds received by the Secured Party in respect of, sale

of, collection from, or other realization upon all or any part of the Pledged

Property shall be applied as follows:

(i) first, to the payment of all amounts due the

Secured Party for the expenses reimbursable to it hereunder or owed to it

pursuant to Section 8.3 hereof;

(ii) second, to the payment of the Obligations

then due and unpaid; and

(iii) the balance, if any, to the person or

persons entitled thereto, including, without limitation, the Company.

(c) In addition to all of the rights and remedies which the

Secured Party may have pursuant to this Agreement, the Secured Party shall have

all of the rights and remedies provided by law, including, without limitation,

those under the Uniform Commercial Code.

(i) If the Company fails to pay such amounts due

upon the occurrence of an Event of Default which is continuing, then the Secured

Party may institute a judicial proceeding for the collection of the sums so due

and unpaid, may prosecute such proceeding to judgment or final decree and may

enforce the same against the Company and collect the monies adjudged or decreed

to be payable in the manner provided by law out of the property of Company,

wherever situated.

(ii) The Company agrees that it shall be liable

for any reasonable fees, expenses and costs incurred by the Secured Party in

connection with enforcement, collection and preservation of the Transaction

Documents, including, without limitation, reasonable legal fees and expenses,

and such amounts shall be deemed included as Obligations secured hereby and

payable as set forth in Section 8.3 hereof.

Section 5.3. Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,

bankruptcy, reorganization, arrangement, adjustment, composition or other

judicial proceeding relating to the Company or the property of the Company or of

such other obligor or its creditors, the Secured Party (irrespective of whether

the Obligations shall then be due and payable as therein expressed or by

declaration or otherwise and irrespective of whether the Secured Party shall

have made any demand on the Company for the payment of the Obligations) shall be

entitled and empowered, by intervention in such proceeding or otherwise:

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