EXHIBIIT 10.2 CONSULTAING AGREEMENT WITH BRENDA HAMILTON

ATTORNEY FEE AGREEMENT
THIS ATTORNEY FEE AGREEMENT (the  "Agreement")  dated April 11, 2002, is made by
and between IPVoice  Communications Inc., a Nevada corporation  ("IPVOICE or the
Company"), and Brenda Hamilton, an individual resident of Florida ("Hamilton").

WHEREAS,  Hamilton  has  previously  provided  legal  services to  IPVoice;  and
WHEREAS, it is anticipated that Hamilton will continue to provide legal services
to IPVoice in the future,  and Hamilton has agreed to make herself  available as
is reasonably necessary to assist the Company in preparation of the 10-K for the
year end December 31, 2001 and such other services through April 30, 2002; and

WHEREAS,  the legal  services  covered by this Agreement that have been provided
and that are to be provided in the future by Hamilton,  including making herself
available as is reasonably necessary to provide such services in the future, are
hereinafter referred to as the 'Services'; and

WHEREAS, as partial consideration for the Services,  IPVoice has agreed to issue
shares of its common stock to Hamilton as hereinafter set forth.

NOW, THEREFORE,  in consideration of the mutual promises and covenants set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged by the parties,  the parties hereto,
intending to be legally bound, agree as follows:

1.  CONSIDERATION.  IPVoice hereby agrees to issue to Brenda Hamilton a flat fee
of  500,000  shares of the  common  stock,  par value  $.001,  of  IPVoice  (the
'Shares') as compensation for the services described above.
2. REGISTRATION RIGHTS. IPVoice agrees that promptly following execution of this
Agreement,  it will  prepare  and file with the  United  States  Securities  and
Exchange Commission, a registration statement on Form S-8 covering the Shares.
3. ACKNOWLEDGEMENT. The parties hereby confirm and acknowledge that the Services
(a) consist and will consist of bona fide  services  rendered and to be rendered
to IPVoice,  (b) are not and will not be in connection with the offer or sale of
securities in capital raising transactions,  and (c) do not and will not promote
or maintain a market for the securities of IPVoice.
4.  COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
5.  FURTHER  ASSURANCES.  From and  after the date of this  Agreement,  upon the
request of a party, each other party shall execute and deliver such instruments,
documents  and other  writings as may be  reasonably  necessary  or desirable to
confirm and carry out and to  effectuate  fully the intent and  purposes of this
Agreement.
6.  GOVERNING  LAW.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the domestic laws of the State of Florida without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Florida or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.

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IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement the date first
mentioned above.

ACCEPTED:
Hamilton, Lehrer & Dargan, P.A.            IPVoice Communications, Inc.
By: /s/ Brenda Hamilton                    By: /s/ Barbara Will
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    Brenda Hamilton - Atty                     Barbara Will -President