TERMINATION AGREEMENT

                                                                   EXHIBIT 10.38
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                              TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 12, 2005, by and among IVOICE TECHNOLOGY, INC., a New
Jersey corporation (the "Company"), DAVID GONZALEZ, ESQ. (the "Escrow Agent")
and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"Investor").

                                    Recitals:

         WHEREAS, the Company, the Escrow Agent and the Investor entered into a
Standby Equity Distribution Agreement (the "SEDA") and an Escrow Agreement each
dated September 22, 2005 (the "Escrow Agreement").

         NOW, THEREFORE, in consideration of the promises and the mutual
promises, conditions and covenants contained he