EXHIBIT 10.35

                            MCGINN, SMITH & CO., INC.
                     INVESTMENT BANKERS * INVESTMENT BROKERS
                               ONE CAPITAL CENTER
                      90 Pine Street Albany, New York 12207
                       (518) 449-5131 FAX: (518) 449-6054



November 24, 1999

James K. Howson
Chairman
IPVoice -Com, Inc.
Via Facsimile# 480-513-0181


Dear Mr. Howsen:

This  letter  will  confirm  our  understanding  with you,  with  respect to our
services as broker and  financial  advisor in  connection  with your interest in
seeking non-bank financing for IPVoice.Com, Inc. (the "Company").

During the period from the date hereof  through March 24,2000,  McGinn,  Smith &
Co.,  Inc.  shall have the right to offer for sale an interest  in the  Company,
including  but not  limited  to,  common  stock,  preferred  stock,  convertible
preferred  stock,  debentures,   convertible  debentures  of  the  Company  (the
"Securities")  or any assets of the Company (the "Assets").  McGinn,  Smith& Co.
will use its best  efforts to obtain  acceptable  purchasers  of the  securities
offered in an amount up to $5 million.

    In connection therewith, McGinn Smith & Co. will:

          a)  Assist  IPVoice.Com,  Inc in  preparing  financial  documents  and
     offering documents (the "Offering Documents");

          b) Advise and assist IPVoice.Com, Inc. in recapitalizing the company's
     financial structure, and

          c) Advise and assist in negotiating the transaction.

It is agreed that McGinn, Smith & Co. shall have earned and be entitled to a fee
as set forth below if during the term of this Agreement:

          a) We  procure  a  party  ready,  willing  and  able to  purchase  any
     Securities of the Company at a price and on the terms that are satisfactory
     to you as evidenced by an executed Agreement; or

          b) The  Company  sells  Securities  and/or  Assets of the Company to a
     party or through a party, either procured by us, or referred by us.

The fee  earned  hereunder  shall  be equal to ten  percent  (10%) of the  first
S5,000.000.00,  and eight percent (8%) of the balance of consideration in excess
of  S5,000,000.00;  It is further agreed that McGinn,  Smith and Co., Inc. shall



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receive  it's fee payable in cash prior to funds being  released to the company.
McGinn,  Smith and Co.,  Inc.  shall  also  receive  three  year  term  warrants
representing two percent (2%) of the proceeds  raised,  with a strike price 125%
of the bid price on the date of closing.  Such  warrants  shall have  piggy-back
registration rights.

It  is  further  agreed  that  McGinn,  Smith  &  Co.  shall  be  entitled  to a
non-refundable  Retainer/Investment  Banking fee of 10,000  shares of restricted
common stock of  IPVoice.Com,  Inc.  payable at the time that this  agreement is
signed (with piggyback registration rights).

In addition to the above-mentioned  fees, it is hereby agreed that McGinn, Smith
& Co.  will be  reimbursed  for  expenses  incurred,  when  pre-approved  by the
Company.

During the time of this  Agreement,  November  24, 1999  through  March  24,2000
McGinn,  Smith  and Co.,  Inc.  shall  have  the  exclusive  right to offer  the
securities for IPVoice.Com, Inc. and you shall refer all inquiries regarding the
possible sale of any of the Company's Securities and/or Assets to us.

If within one year after March 24, 2000 the Company  sells or  transfers  any or
all of its Assets,  or  Securities of the Company are sold or  transferred  to a
party with whom McGinn, Smith & Co. introduced to lPVoice.Com,  Inc. the Company
shall pay McGinn, Smith & Co., the fee set forth herein above.

You shall  indemnify  and hold us  harmless  against  any and all  loss,  claim,
damage, expense or liability, joint or several (including but not limited to any
and all expenses incurred in  investigating,  preparing or defending against all
litigation,  commenced or threatened,  or any claim  whatsoever) to which we may
become  subject  under any statute or at common law or under the laws of foreign
countries,  arising out of or based upon any untrue  statement or alleged untrue
statement of material fact  contained in any statement  signed by you concerning
the Company.

You shall agree to hold the names of our investors  strictly  confidential for a
period of twenty-four months from the closing of the offering except as required
by law.  Furthermore,  you  agree not to  solicit  future  investments  from our
investors  without our  express  written  permission,  and at such time that any
investment by such investors is consummated, shall entitle us to a placement fee
of six (6) percent.

Representations and Warranties

The Company represents, warrants and agrees with you for the benefit that:

a) On the date hereof the Company is, and at all times to and including the time
the Securities  and/or Assets are sold by the Company (the "Closing  Time") will
be, duly  incorporated,  validly  existing and in good standing as a corporation
under the laws of the State of Delaware with full power and authority to conduct
its business as now being conducted and to own its properties and to perform its
obligations under this Agreement.

b) All action  required to be taken by the Company as a condition to the sale of
the  Securities  and/or  Assets to qualified  purchasers  has been,  or prior to
Closing Time will have been,  taken and upon payment and delivery  therefore the
Securities will be binding  obligations of the Company enforceable in accordance
with their terms  except as such  enforceability  may be limited by  bankruptcy,
insolvency,  reorganization  and  other  laws  or  equitable  principles  now or
hereafter  enacted relating to or affecting the enforcement of creditor's rights
generally.


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c) From the  commencement  of the Offering  Period  through  Closing  Time,  the
Offering  Documents  will not contain an untrue  statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the  circumstances  under  which  they were  made,  not  misleading;
provided,  however,  that the  representations  and warranties in this paragraph
shall  not  apply to  statements  contained  in or  omitted  from  the  Offering
Documents made in reliance upon or in conformity with  information  furnished to
the Company by you or on your behalf or omissions  from the  Offering  Documents
relating  to you or your  activities  With  respect  to the  Company  and/or the
Securities.

d) There is no litigation or governmental  proceeding  pending, or the knowledge
of the Company threatened, against, or involving the property or business of the
Company which would materially and adversely  affect the financial  condition of
the Company.

e) The balance  sheet and income  statement of the Company,  present  fairly the
financial position of the Company as of the dates thereof, and there has been no
material adverse change of the financial condition of the Company since the date
of the most recent of such financial statements.

f) The forecasts of operating  expenses,  estimated cash flow,  taxable  income,
depreciation  and the  assumptions on which they are based which are expected by
the Company to be included in the Offering Documents, are believed by management
of the Company to be reasonable.

It is further  agreed that reference to all fees, and amounts raised shall be in
US dollars.

If the  foregoing is in accordance  with your  understanding  of our  agreement,
kindly  sign  and  return  to us a  counterpart  hereof  whereupon  this  Letter
Agreement together with all counterparts hereof shall become an effective Letter
Agreement, binding between the Company and McGinn, Smith & Co., Inc.

Agreed to as of the date first written above.


ACCEPTED AND AGREED TO:

IPVoice.com, Inc.                              McGinn, Smith & Co., Inc.


By /s/ James K. Howson                         By /s/ Mark C. Casolo
-----------------------------                  --------------------------
James K. Howson                                   Mark C. Casolo
Chairman                                       Senior Vice President
                                               Corporate Finance

Date: 29th November 1999                       Date:  11/30/99



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                            MCGINN, SMITH & CO., INC.
                     INVESTMENT BANKERS * INVESTMENT BROKERS
                               ONE CAPITAL CENTER
                      90 Pine Street Albany, New York 12207
                       (518) 449-5131 FAX: (518) 449-6054

                                   TERM SHEET
                                IPVOICE.Com, Inc.

Stock Price $2.00
Market Capitalization $______million (approx.)
Average DailyVolume_______


-    Offering amount: $2,500,000.00

-    Use of  proceeds:  Recruitment  of  senior  management,  and  purchase  and
     installation of additional gateways.

-    Security: Series A Cumulative Convertible Preferred

-    Issue Price: $100.00-

-    Term: 3 years

-    Accretion  rate:  8% in cash or  stock  accreted,  and  paid at the time of
     conversion

-    Conversion terms: 25% discount to five-day average bid prior to conversion

-    Ceiling: 130% of the bid at the time of closing

-    Call  Feature:  Callable for cash on 30 days notice for accrued  dividends,
     plus 20%  compounded  annually  if the  average  bid  price for the 30 days
     preceding such call date is below $1.50 per share. I - Automatic conversion
     at maturity: Each share of Series A Preferred Stock-outstanding on the date
     which is three  years  from the  closing  date,  shall at the option of the
     company  either (1) be  converted  into common  stock on such date equal in
     value to 110% of the stated  value of the  outstanding  Series A  Preferred
     Stock where the common stock is valued at 100% of the closing bid price, or
     (2)  redeemed  by the  company  for cash in an amount  equal to 110% of the
     stated value of the Series A Preferred Stock being redeemed.

Series A shall rank:

     1.   Junior to any  security  specifically  ranking by it's terms senior to
          the Series A Preferred Stock.

     2.   Prior to the company's common stock

     3.   Prior to any class or series of capital  stock  hereafter  created not
          specifically  ranking  by its term's  senior to or on parity  with any
          Series A Preferred Stock.



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-    Voting  rights:  The holders of the Series A Preferred  Stock shall have no
     voting rights

-    Warrants:  10,000 per  $100,000.00  at an exercise  price 125% over the bid
     price on the date of closing.  The warrants  shall have a three-year  term,
     and shall have piggyback  registration rights, and if not registered within
     180 days, a demand registration will be offered.

-    Registration: Filed in thirty days, effective in 120 days.