EXHIBIT 10.36

                                  DELANO GROUP
                              S E C U R 1 T1 I E S
                                                               DAVID R.  ASPLUND
                                                                       President

                                                         DELANO GROUP SECURITIES
                                                       141 W.  Jackson Boulevard
                                                                      Suite 2176
                                                         Chicago, Illinois 60604
                                                                    888.499.1950
                                                                    312.588.1950
                                                                Fax 312.588.1949

                                             2/16/00


TO:         James Howson, Chairman & CEO
            Barbara Will, President
            IPVoice.com, Inc.

Re:         Private Placement of Securities of IPVoice.Com, Inc.

Dear James and Barbara,

            Per our conversation,  IPVoice.Com,  Inc. (together with any present
and future  subsidiaries,  successors and affiliates of  IPVoice.Com,  Inc. "the
Company")  hereby  retains Delano Group  Securities,  LLC ("De1ano") to serve as
financial  advisor to and  placement  agent for the Company  with respect to the
private  placement  ("P1acement")  of securities of the Company  pursuant to the
offering  exemption  afforded by the  Securities  of 1933, as amended (the "1933
Act") arid  Section  4(2) and/or  Regulation  D  promulgated  under the 1933 Act
("Regulation  D").  A  schedule  of  agreed  upon  terms and  conditions  of the
Placement  shall be  substantially  as shown in  Exhibit A  attached  hereto and
incorporated herein by reference (the "Term Sheet").

            Delano is being  retained to provide the services  described  herein
solely to the Company,  and it is agreed that the  engagement  of Delano is not,
and shall not be deemed to be,  on  behalf  of,  and is not  intended  to confer
rights or benefits upon any  shareholder  or creditor of the Company or upon any
other person or entity other than the Company. No one other the Company shall be
permitted to rely upon this engagement letter or the agreements made herein (the
"Agreement")  or any  of the  advice,  statements  or  actions  of  Delano.  The
Agreement may not be assigned by the Company  without  prior written  consent of
Delano.

            Company  will  furnish  Delano  with all  information  and  material
concerning the Company that Delano requests in connections  with the performance
of its  obligations  hereunder.  The Company  represents  and warrants  that all
information  provided  or made  available  to Delano by the Company at all times
during  the period of the  Agreement  is and shall be  complete  and true in all
material  respects and will not contain any untrue  statement of a material fact
or omit to state a  material  fact  necessary  in  order  to make the  statement
thereof not misleading in light of the circumstances under which such statements
are made. The Company  represents and warrants that any projections  provided to

Delano will have been prepared in good faith and will be based upon  assumptions
that, in light of the  circumstances  under which they are made, are reasonable.
The Company  acknowledges  and agrees that in rendering  its services  hereunder
Delano  will be using and  relying  on,  without  independent  investigation  or



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verification,  all information  furnished to Delano or to be furnished to Delano
by or on the Company's  behalf as well as publicly  available  information.  The
Company understands that in rendering its services  hereunder,  Delano will also
rely upon the advice of counsel to the Company and other advisors to the Company
as to legal,  tax and other  matters  relating  to any  transaction  or proposed
transaction contemplated by this Agreement.

            For the services  rendered  pursuant to this Agreement,  the Company
shall pay to Delano the amounts  (whether in cash,  in kind,  or with respect to
the issuance of warrants or options)  specified in Exhibit A. Such amounts shall
be paid at the closing of the Placement out of escrow from the gross proceeds of
the  Placement  and out of escrow front the gross  proceeds  resulting  from the
exercise of  investment  options upon  conversion.  The Company  represents  and
warrants there are no brokers,  placement agents,  finders or other persons that
have  an  interest  in any  compensation  due to  Delano  from  any  transaction
contemplated herein.

            Before the Company  releases any  information  referring to Delano's
role as the Company's  financial advisor and placement agent with respect to the
Placement  or uses of  Delano's  name in a manner  which  may  result  in public
dissemination  thereof,  the Company  shall  furnish  drafts of all documents or
prepared  oral  statements  to Delano for  comment,  and shall not  release  any
information  relating  thereto  without  the prior  written  consent  of Delano.
Nothing herein shall prevent the Company from  releasing any  information to the
extent that such release is required by law.

            The  Company  agrees  that,   following  the   consummation  of  the
Placement,  Delano shall have the right to place advertisements in financial and
other newspapers and journals at its own expense, describing its services to the
Company  hereunder,  provided  that  Delano  will  submit  a copy  of  any  such
advertisements to the Company for its prior approval, which approval shall no be
unreasonably withheld.

            The  Company  agrees to  indemnify  and hold  harmless  Delano,  its
affiliates  and  their  respective  officers,   directors,   members,  partners,
employees,  agents and affiliates and control  persons of any of the above (each
an  'Indemnified  Person")  from and against all claims,  liabilities,  loses or
damages (or actions in respect  thereof) or other  expenses that (a) are related
to or arise out of (i)  actions  taken or  omitted  to be taken  (including  any
untrue statements made or any statements omitted to be made) by the Company,  or
(ii)  actions  taken or omitted to be taken by an  Indemnified  Person  with the
consent of or in conformity  with the actions or omissions of the Company or (b)
are  otherwise  related to arise out of Delano's duly  authorized  activities on
behalf of the Company.  The Company shall not be responsible,  however,  for any
losses,  claims damages.  liabilities or expenses  pursuant to clause (b) of the
preceding  sentence  that are finally  judicially  determined  to have  resulted
solely from  Delano's or such other  Indemnified  Person's  reckless or wrongful
conduct.  The Company agrees to reimburse each Indemnified Person for all out of
pocket  expenses  (including  fees and expenses of counsel for such  Indemnified
Person)  'for  such  Indemnified   Person  in  connection  with   investigating,
preparing,  conducting or defending any such action or- claim, whether or not to
connection with litigation in which any Indemnified  Person is a named party, or
in  connection  with  enforcing  the rights of an  Indemnified  Person under the
Agreement. To the extent the foregoing  indemnification clause is unavailable in
full to an Indemnified  Person or  insufficient  to hold an  Indemnified  Person
harmless,  then the Company  shall  contribute  to the amount paid or payable by
such Indemnified  Person as a result of such claim,  liability,  loss, damage or
expense in such  proportion as is  appropriate  to reflect not only the relative
benefits  received by the Company on the one hand and Delano on the other,  but,
also the relative fault of the Company and such Indemnified  Person,  as well as
any relevant  equitable  considerations,  subject to the limitation  that in any
event the  aggregate  contribution  of all  Indemnified  Pet-sons to all losses,
claims,  liabilities,  damages or  expenses  shall not exceed the amount of fees
actually  received by Delano  pursuant to this  Agreement.  It is hereby further



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agreed that the  relative  benefits to the Company on the one hand and Delano on
the other with respect to any transaction or proposed transactions  contemplated
by this  Agreement  shall be  deemed to be in same  proportion  as (a) the total
value of  transaction  or  proposed  transaction  bears to (b) the fees  paid to
Delano with respect to such transaction.

            The Company  represents  and warrants  that this  Agreement has been
duly  authorized  and  represents  the legal,  valid,  binding  and  enforceable
obligation of the Company and that neither this  Agreement nor the  consummation
of the transaction  contemplated  hereby requires the approval or consent of any
governmental or regulatory agency or violates any law,  regulation.  Contract or
order binding the Company.

            The terms,  provisions  and  conditions of this Agreement are solely
for the benefit of the Company and Delano and the other Indemnified  Persons and
their respective heirs,  successors and permitted assigns and no other person or
entity shall acquire or have a right by virtue of this Agreement. This Agreement
(including all exhibits and any addenda or schedules  attached  hereto) contains
the entire  understanding  and agreement between the parties hereto with respect
to Delano's  engagement  hereunder,  and all prior discussions are hereby merged
into this Agreement.

            This Agreement shall be governed and construed under the laws of the
State of Illinois without regard to such state's conflicts of law principles and
may be amended,  modified or supplemented only by written instrument executed by
parties hereto.  The parties hereto each hereby submits to the  jurisdiction and
venue of the federal courts  located in the County of Cook,  sitting in Chicago,
Illinois in connection with any dispute related to this Agreement, the Placement
or any other matter contemplated hereby.

            If the foregoing  correctly sets forth the entire  understanding and
agreement  between the Company and Delano,  please so indicate by executing this
Agreement as indicated  below and return an executed  copy to Delano,  whereupon
this Agreement shall  constitute a binding  agreement as of the date first above
written.

Very truly yours,

DELANO GROUP SECURITIES, LLC.

By:  /s/ David R. Asplund, President
------------------------------------------
        David R. Asplund, President


ACKNOWLEDGED AND AGREED THIS THE       DAY OF FEBRUARY, 2000.
IPVOICE.COM, INC.


By:  /s/ James Howson
------------------------------------
James Howson, Chairman and CEO

By:  /s/ Barbara Will
-----------------------------
Barbara Will, President