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Please Fax This Completed Form Along With Your Hosting Service Agreement - NEWMARKET TECHNOLOGY INC - 4-12-2000

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Please Fax This Completed Form Along With Your Hosting Service Agreement - NEWMARKET TECHNOLOGY INC - 4-12-2000 Powered By Docstoc
					EXHIBIT 10.37 UUNET Customer Information Form Page 1 An MCI WorldCom Company The following information is needed by UUNET to set up your hosting account. Please FAX this completed form along with your hosting Service Agreement to your UUNET Account Representative. Billing Contact Information Choose one of the following three options: X Bill to an existing UUNFT Account. If checked please provide Account Number X________________ _ Bill to contact listed on Service Agreement _ Bill to a different contact than that Iistcd on Scniicc Agreement: _Bill to a different contact than listed on Service Agreement:
Billing Contact: Street Address/City/State/zip: Phone# 602-335-1231 Fax# 602-335-1577 Lillian Vader 5050 N. 19th Ave. #416 Phoenix AZ 85015 CellPhone# 303-596-5423 Email Address: lvader@ipvoice.net

Primary Technical Contact Information Please list the person whom our installation engineer and install coordinator should contact regarding installation and configuration issues. Standard installation periods begin when the UUNET Web Hosting Install Coordinator has all necessary configuration information and contractual paperwork has been processed by UUNET Accounts Processing. A technical contact e-mail address is required so that we can email the technical contact in case of service maintenance announcements. It is important that this information is up-to-date, and that these addresses are valid at all times.
CompanyName: Technical Contact: Street Address/City/State/Zip: IPVOICE.COM, INC. BUD BOWMAN / ANTHONY WELCH 5050 No. 19th Ave #416 Phoenix AZ 85015

Phone# 602-335-1231 CellPhone# Fax# 602-335-1577 Primary Technical Contact Email address (required): bbowman@ipvoice.net awelch@ipvioce.net Primary Sales Contact Information We will contact this person if we are unable to reach the primary technical contact.
Primary Contact: Street Address/City/State/Zip: Phone# Fax# Barbara Will 5050 No. 19th Ave #416 Phoenix AZ 85015 602-335-1231 CellPhone# 602-335-1577 E-mail Address: barb@ipvoice.net

UUNET Technologies, Inc. - Hosting and E-Commerce 3060 Williams Drive Fairfax. Virginia 22031-4648 VOICE: (703) 758 7700

UUNET An MCI WorldCom Company

UUNET Technologies, Inc. 3060 Williams Drive Fairfax, VA 22031 http://www.uu.net -----------------

+1 800 258-4039 (voice) +1 703 206-5629 (voice) +1 703 645-4588 (fax) web-sales@uu.net ----------------

UUNET is a registered trademark, the UUNET logo design is a trademark and The Internet at Work is a service mark of UUNET Technologies, Inc. _ Install Expedite Fee: $750(for install requests with less than 3 business days notice from date of request)(1) Service Type (choose one) _ Basic The $500 Monthly Fee applies on a prorated basis for the first partial month of service. During any month or partial month in which the total monthly data transfer is in excess of 1,000 MB, the applicable Monthly Fee for each additional 1,000MB (or fraction thereof) of data transfer is as follows:
Monthly Fee per Additional 1,000 MB -------------------$ 100 $ 80

MB per Month -------------1,001 - 10,000 10,001 +

500 MB of storage included. No additional storage is available with this service (2)
BASIC SERVICE OPTIONS Secure (SSL) Server Option(3) each URL-Number of Options ___ CyberCash(TM)Capability Netshow(TM)Capability Anonymous FTP capability (4) Enhance Reporting POP Mailboxes (each) - Number of Mailboxes___ (each) PREMIUM MONTHLY FEE $ $ $ $ $ $ 0 0 50 50 100 10 START-UP CHARGE $ $ $ $ $ $ 500 100 125 0 0 0

MONTHLY FEE $ 750

START-UP CHARGE $ 750

The $750 Monthly Fee applies on a prorated basis for the first partial month of service. During any month or partial month in which the total monthly data transfer is in excess of 2,000 MB, the applicable Monthly Fee for each additional 1,000 MB (or fraction thereof) of data transfer is as follows:
MB per Month ---------------2,001 - 10,000 10,001 - 50,000 50,001 + Monthly Fee per Additional 1,000 MB --------------------$ 100 $ 80 $ 70

1,200 MB of storage included. No additional storage is available with this service (2)
PREMIUM SERVICE OPTIONS Secure (SSL) Server Option(3) each URL-Number of Options ___ CyberCash(TM)Capability Netshow(TM)Capability Anonymous FTP capability (4) Enhance Reporting MONTHLY FEE $ $ $ $ $ 0 0 50 50 100 START-UP CHARGE $ $ $ $ $ 500 100 125 0 0

POP Mailboxes (each) - Number of Mailboxes___

(each)

$

10

$

0

UUNET Shared Windows NT-Based Web Hosting Includes: -Compaq Server with minimum of two 200Mhz -Data backups - DNS service for one domain name(6) Pentium Pro processors, 256 MB RAM -RAID disk storage -Database hosting (SQL Server or Access(6) Daily/Weekly/Monthly server traffic reports -custom CGI capabilities -24x7 Network Operations Center TERM COMMITMENT: 1-year term(5% discount) 2-year Term(10% discount) PAYMENT: If purchase order is required, return the PO with this form and provide PO# BILLING PREFERENCE: Bill my exisitng UUNET account number__________ Bill to new account number____ Please sign this Agreement on the reverse. (1) Expedited install cannot be guaranteed. If UUNET fails to provide the Customer password and login information within 3 business days of Customer's request, Customer's sole and exclusive remedy shallbe to receive a full refund of the install Expedite Fee. (2) Storage refers to disk space allocated on server for Customer's content. It does not include storage space used for system software or logging. (3) A Digital ID isrequired for Secure Server hosting. Start-up Charge includes inital registration of the Digital ID with Versign(TM) for the first year of use. Yearly renewals thereafter will be billed at Versign(TM) list price (currently $250 per year). A separate SecureServer option is needed for each URL, even if multiple URLs point to the same IP address. (4) Each Anonymous FTP and Netshow instance will require an additional IP address. (5) Domain name registration requires a separate fee that will be billed directly to customer by Network Solutions. All domain name applications that use UUNET nameservers must be authorized by UUNET or the application may be denied or delayed. UUNET will not, under any circumstances, send payment to Network Solutions on behalf of Customer. (6) Only available with Premium Service Option. (7) Discount applicable only to Monthly Fees. At the conclusion of the Term Commitment, this Agreement shall continue in effect on a month-to-month basis without term discount for the service. THE INTERNET AT WORK

1 GENERAL TERMS AND CONDITIONS 1. UUNET Technologies Inc. (UUNET) exercises no control over, and accepts no responsibility for, the content of the information passing through UUNET's host computers, network hubs and points of presence (the UUNET Network). EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8 BELOW, UUNET (a) MAKES NO WARRANTIES OF ANY KIND. WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND EQUIPMENT IT IS PROVIDING AND (b) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Use of any information obtained via the UUNET Network is at Customer's own risk. UUNET specifically denies any responsibility for the accuracy or quality of information obtained through its server UUNET shall not be liable For any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake, disputes, changes in law, regulation, or 4 government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or other occurrences which are beyond UUNET's reasonable control. 2. All use of the UUNET Network and the service must comply with the then-current version of the UUNET Acceptable Use Policy ("Policy') which is made a part of this Agreement and is available at the following URL: www.uu.net/useplicy . UUNET reserves the right to amend the Policy from time to time, effective upon posting of the revised Policy at the URL or other notice to Customer. UUNET reserves the right to suspend the service or terminate this Agreement effective upon notice for a violation of the Policy. Customer agrees to indemnify and hold harmless UUNET from any losses, damages, costs or expenses resulting from third party claim or allegation ("Claim") arising out of or relating to use of the service, including any Claim which, if true, would constitute a vioIation of the Policy. 3. UUNET assumes no responsibility for any encrypted data that is sent to .storage on, or retrieved off of a UUNET server. The technology used to encrypt data being transmitted to or from UUNET's servers is licensed by UUNET from a third party and UUNET makes no claims or warranties regarding the viability, integrety or robustness of the encryption on used. Further UUNET is not responsible for the success or failure of the Secure Server to properly encrypt data. By using Secure Server Customer assumes the risk (Fiat the encryption algorithm may be broken so that the data being transmitted is visible to others. UUNET assumes no responsibility for any commercial transactions attempted or completed involving any UUNET service or the third party software and other products services designed to enable such transactions used by Customer. Customer's rights and obligations with respect thereto are subject solely to any agreement between Customer and such third party. 4. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMERS OR CUSTOMERS USERS' USE OF THE UUNET NETWORK AND THE SERVICE INCLUDING, WITHOUT LIMITATION. ANY SUCH DAMAGES FOR LOSS OF DATA RESULTING PROM DELAYS, NON-DELIVERIES MISDELIVERIE5 OR SERVICE INTERRUPTIONS. Notwithstanding anything to the contrary stated in this Agreement, Customer's sole remedies for any claims relating to this service or the UUNET Network are set forth in Section 8 below. 5. Networks assigned from a UUNET net-block are non-portable. Network space allocated by UUNET must be retumed toUUNET in the event Customer discontinues service. 6. Payment is due 30 days after date of invoice. Accounts are in default if payment is not received within 30 days after date of invoice. If payment is returned to UUNET unpaid Customer is immediately in default and subject to a returned check charge of $25 from UUNET. Accounts unpaid 60 days after date of invoice may have service interrupted or terminated. Such interruption does not relieve Customer of the obligation to pay the Monthly Fee. Only a written request to terminate Customer's service relieves Customer of the obligation to pay the Monthly Fee Accounts in default are subject to an interest charge art the outstanding balance of the lesser of 1.5% per monlh or the maximum rate permitted by law. Customer agrees to pay UUNET its reasonable expenses, including attorney collection agency fees, incurred in enforcing its rights under these Terms and Conditions. Prices are exclusive of any taxes which may be levied or assessed upon the Equipment or services provided hereunder. Any such taxes shall be paid by Customer. If Customer is exempt from otherwise applicable tax Customer must submit its tax identification number and exemption certificate atthe same time it submits this Agreement. 7. UUNET will invoice the Start-up Charge upon acceptance of this Agreement. Billing of the Monthly Fee will

commence when UUNET is prepared to provide Customer password and login information, enabling installation of Customer's data files on the UUNET server. The services will be invoiced monthly in and UUNET reserves the right to change the rates for this service by notifying Customer 30 days in advance of the effective date of the chance. Service may be

canceled only upon 30 days' advance written notice. In the event of early cancellation of a Term Commitment, Customer will be required to pay 75% of UUNET's Monthly Pee for each month remaining in the Term Commitment. 8. If Customer notifies UUNET Customer Support immediately upon failure to access Customer's Server and UUNET determines in its reasonable commercial judgment that the Server is unavailable due to a Server outage caused solely by the items of the service managed exclusively by UUNET, the following will apply if UUNET so determines that the Server was unavailable for one or more (but fewer then four) consecutive hours during such calendar month, UUNET. upon Customer's request, will credit Customers account for such month the pro-rated charges for one day's service. Or if UUNET so determines that the Server was unavailable for four (4) or more consecutive hours during any calendar month, UUNET, upon Customer's request, will credit Customer's account for such month for the pro-rated charges for one week's service. A Server shall be deemed to be unavailable if the server is not responding to HTTP requests issued by UUNET monitoring software. Scheduled maintenance shall not be deemed to be Server unavailability. This Section sets forth Customer's exclusive remedies for unavailability of Customer's Server. The remedies set forth in this Section shall not apply if unavailability of Customer's Server is due, to Customer's informal content or application programming, acts of Customer or its agents, network unavailability outside of the UUNET Network or events of force majeure. Credits will not apply to traffic charges or to charges for services other than the Monthly Fee. Customers with multiple Servers will not receive credits pursuant to this Section for Servers which are unaffected by the outage. Customer's account shall not be credited more than once per month pursuant to this Section. 9. MCI WORLDCOM, Inc. or its affiliates or subcontractors may perform some or all of UUNET duties and/or obligations hereunder. 10. Neither party may use the other party's name, trademarks, tradenames or other proprietary identifying symbols without the prior written approval of the other party. Neither party may assign or transfer any of its rights or obligations under this Agreement without the express, prior written consent of the other party provided, that either party may assign or transfer this Agreement to any affiliate of such party upon advance written notice to the other party failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. This Agreement supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions any order submitted. Acceptance of this Agreement by UUNET may be subject in UUNET's absolute discretion, to satisfactory completion of a credit check Activation of service shall indicate UUNET's acceptance of this Agreement. Use of the UUNET Web Hosting Services provided hereunder constitutes acceptance of this Agreement. AGREED AND ACCEPTED
Signature: /s/ Barbara S. Will Printed Name: Barbara S. Will Title: President Date: 12-15-99 Company Name: IPVoice.com, Inc. Address: 5050 N 19th Ave #416 Phoenix, AZ 85015 Telephone: 602-335-1231 Fax: 602-335-1577

THE INTERNET AT WORK

EXHIBIT 10.38 EQUIPMENT LEASE This Equipment Lease (this "Lease") is made effective as of January 20, 2000 between international Investment Partners, Ltd (the "Lessor"), 615 Centerville Road, Lancaster, PA 17601, and IPVoice.com,Inc. (the "Lessee"), 5050 North 19th Avenue, Suite 416, Phoenix,, AZ 850 15, and states the agreement of the parties as follows: EQUIPMENT SUBJECT TO LEASE. The Lessor shall lease the equipment listed on the attached Exhibit "A". PAYMENT TERMS. The Lessee shall make 36 payments of $3,342.26 each, for a total amount of $120,321.36. Payments shall be due on the 28th day of each month, with the first payment due on February 28, 2000. The lease payments shall be due whether or not the Lessee has received notice of a payment due. SERVICE CHARGE. If any Lease installment is not paid within 15 day(s) after the due date, the Lessee shall pay to the Lessor a service charge of $50.00. NON-SUFFICIENT FUNDS. The Lessee shall be charged $25.00 for each check that is returned to the Lessor for lack of sufficient -funds. SECURITY DEPOSIT. The Lessee shall pay a security deposit of $6,000.00 at the time that this Lease is signed. This deposit will be returned to the Lessee at the termination of this Lease, subject to the option of the Lessor to apply it against Lease charges and damages or exercise of the option to purchase contained herein.. Any amounts refundable to the Lessee shall be paid at the time this Lease is terminated. The security deposit shall not bear interest. LEASE TERM. This Lease shall begin on the above effective date and shall terminate on January 28, 2003, unless otherwise terminated in a manner consistent with the terms of this Lease. LOCATION OF EQUIPMENT. The equipment shall be located at the Lessees location sites in New York and Los Angeles, during the lease term, and shall not be removed from those locations without the Lessor's prior written consent. CARE AND OPERATION OF EQUIPMENT. The equipment may only be used and operated in a careful and proper manner. Its use must comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the equipment, including registration and/or licensing requirements, if any. ALTERATIONS. Lessee shall be permitted to mare alterations to the equipment, if the alterations do not reduce the value of the equipment or significantly alter the purposes for which the equipment is designed. All alterations shall be the property of the Lessor and subject to the terms of this Lease. MAINTENANCE AND REPAIR. The Lessee shall maintain at the Lessee's cost, the equipment in good repair and Operating condition, allowing for reasonable wear and tear. Such costs shall include labor, material, parts, and similar items.

LESSOR'S RIGHT OF INSPECTION. The Lessor shall have the right to inspect the equipment during Lessee's normal business hours. RETURN OF EQUIPMENT. At the end of the Lease term, the Lessee shall be obligated to return the equipment to the Lessor at the Lessee's expense. OPTION TO RENEW. If the Lessee is not in default upon the expiration of this lease, the Lessee shall have the option to renew this Lease for a similar term on such terms as the parties may agree at the time of such renewal. OPTION TO PURCHASE. If the Lessee is not in default under this Lease, the Lessee shall have the option to purchase, in entirety, all items of equipment on any scheduled lease payment date, or at the end of the lease term, at the prices specified for such items of equipment in the attached Equipment Schedule. (If purchase is at the end of the lease term, the exercise price shall be $66,946.77.) Any such payment shall be in addition to the scheduled lease payment then due. If the Lessee chooses to exercise this option during the final 90 days of the originally scheduled lease term, prior written notice to the Lessor of such intent must be provided. ACCEPTANCE OF EQUIPMENT. The Lessee shall inspect each item of equipment delivered pursuant to this Lease. The Lessee shall immediately notify the Lessor of any discrepancies between such item of equipment and the description of the equipment in the Equipment Schedule. If the Lessee fails to provide such notice before accepting delivery of the equipment, the Lessee will be conclusively presumed to have accepted the equipment as specified in the Equipment Schedule. OWNERSHIP AND STATUS OF EQUIPMENT. The equipment will be deemed to be personal property, regardless of the manner in which it may be attached to any other property. The Lessor shall be deemed to have retained title to the equipment at alt times, unless the Lessor transfers the title by sale. The Lessee shall immediately advise the Lessor regarding any notice of any claim, te'~y, lien, or legal process issued against the equipment. WARRANTY. The Lessor makes no warranties, e~press or implied, as to the equipment leased. The Lessee assumes the responsibility for the condition of the equipment. RISK OF LOSS OR DAMAGE. The Lessee assumes all risks of loss or damage to the equipment from any cause, and agrees to return it to the Lessor in the condition received from the Lessor, with the exception of normal wear and tear, unless otherwise provided in this Lease. INDEMNITY OF LESSOR FOR LOSS OR DAMAGES. Unless otherwise provided in this Lease, if the equipment is damaged or lost, the Lessor shall have the option of requiring the Lessee to repair the equipment to a state of good working order, or replace the equipment with like equipment in good repair, which equipment shall become the property of the Lessor and subject to this Lease. LIABILITY AND INDEMNITY. Liability for injury, disability, and death of workers and other persons caused by operating, handling, or transporting the equipment during the term of this Lease is the obligation of the Lessee, and the Lessee shall indemnify and hold the Lessor harmless from and against all such liability. Lessee shall maintain liability insurance of at least $2,000,000.00. CASUALTY INSURANCE. The Lessee shall insure the equipment in an amount sufficient to cover the replacement cost of the equipment.

TAXES AND FEES. During the term of this Lease, the Lessee shall pay all applicable taxes, assessments, and license and registration fees on the equipment. DEFAULT. The occurrence of any of the following shall constitute a default under this Lease: A. The failure to make a required payment under this Lease when due. B. The violation of any other provision or requirement that is not corrected within 20 days day(s) after written notice of the violation is given. C. The insolvency or bankruptcy of the Lessee. D. The subjection of any of Lessee's property to any levy, seizure, assignment, application or sale for or by any creditor or government agency. RIGHTS ON DEFAULT. In addition to any other rights afforded the Lessor by law, if the Lessee is in default under this Lease, without notice to or demand on the Lessee, the Lessor may take possession of the equipment as provided by law, deduct the costs of recovery (including attorney fees and legal costs), repair, and related costs, and hold the Lessee responsible tor any deficiency. The rights and remedies of the Lessor provided by law and this Agreement shall be cumulative in nature. The Lessor shall be obligated to re-lease the equipment, or otherwise mitigate the damages from the default, only as required by law. NOTICE. All notices required or permitted under this Lease shall be deemed delivered when delivered in .person or by mail, postage prepaid, addressed to the appropriate party at the address shown for that party at the beginning of this Lease. ASSIGNMENT. The Lessee shall not assign or sublet any interest in this Lease or the equipment or permit the equipment to be used by anyone other than the Lessee or Lessee's employees, without Lessor's prior written consent. ENTIRE AGREEMENT AND MODIFICATION. This Lease constitutes the entire agreement between the parties. No modification or amendment of this Lease shall be effective unless in writing and signed by both parties. This Lease replaces any and all prior agreements between the parties. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of Pennsylvania SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of either party to enforce any provision of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. CERTIFICATION. Lessee certifies that the application, statements, trade references, and financial reports submitted to Lessor are true and correct and any material misrepresentation will constitute a default under this Lease.

ARBITRATION. Any controversy or claim relating to this Lease, including the construction or application of this Lease, will be settled by binding arbitration under the rules of the American Arbitration Association, and any judgment granted by the arbitrator(s) may be enforced in any court of proper jurisdiction. Lessor: International Investment Partners, Ltd
By:/s/ Jeremy P Feakins ----------------------------------------Jeremy P. Feakins Managing Partner

Lessee: IPVoice.com,Inc.
By:/s/ Barbara S Will --------------------------Barbara S. Will President

EXHIBIT A Equipment Schedule Equipment Description: As contained in attached quotes from Telic.net and Technology's Edge Lease End Purchase Price: $66,946.77 If Lessee chooses to exercise the Option to Purchase on any payment date prior to lease end, the purchase price shall be the monthly lease payment then due plus the balance shown on the attached amortization schedule.

telic.net QUOTE Number IPPF000117 BILL TO: IPVO1CE 5050 North 19th Avenue Suite 416 Phoenix, AZ 85015 Fax: 602-335-1577 Attn: Mr. Bud Bowman
Sales Person ------House Purchase Order ------Ship Via ----Date Shipped ------Quote Date -------1/17/99

Part Number --------1 2 3 4 -------5 6 7

---------

Description Quanitiy ----------------------------Nuvo 299 chasis, AC 3 4T1 Kit (3 Cards) 3 Channels (24 per T1) 88 Digi Port Server 8 w/Rack 2 ---------------------------- --------Sales Tax @ 8.14% Installation Airfare (for LA only) Total

Unit Price ----------6,648.00 26,568.00 50.00 1,400.00 -------------

2

800.00 300.00

Extended Price -------------19,944.00 79,704.00 14,400.00 2,800.00 -------------$ 116,848.00 9,639.96 1,600.00 300.00 $ 128,387.96 700.00 $ 129,087.96

Shipping Total Amount Due

Technology*s Edge From Martin-Williams, Inc.
Proposal for CALL PLUS Proposal No. 6773 Requested by Bret Deemer Prepared by Marty Troup Page 1 09/10/99

Qty 12 PORT SWITCH 3com 3300 10/100 12 port switch Total for 12 PORT SWITCH RPS UPGRADE 3com RPS chassis 3com RPS module 100w 3com Y cable

Unit Price

Ext Price

1.0

1235.00

1235.00 1235.00 590.00 440.00 84.00 1114.00 2349.00 182.04 2531.04

1.0 2.0 1.0

590.00 220.00 84.00

Total for RPS UPGRADE PROPOSAL SUBTOTAL TOTAL SALES TAX *GRAND TOTAL*

payment calculator For the given values: Principal = $ 131619 Interest Rate = 18.00% Amortization Period = 5 years Starting month = Feb Starting year = 2000 Monthly Pre-payment = $ 0 Annual Pre-payment = $ 0.00 Your monthly payment will be $ 3342.26 The following mortgage would result for 2000:
Month Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Prin 1367.97 1388.49 1409.32 1430.46 1451.92 1473.69 1495.80 1518.24 1541.01 1564.13 1587.59 Int 1974.28 1953.77 1932.94 1911.80 1890.34 1868.56 1846.46 1824.02 1801.25 1778.13 1754.67 Balance 130251.03 128862.54 127453.22 126022.76 124570.84 123097.15 121601.35 120083.11 118542.10 116977.97 115390.38

FOR 2000 : Int=$ 20536.22 Prin=$ 16228.62 Bal=$ 115390.38

For Calender Year 2001 (Year 2, 4 left)
Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Prin 1611.40 1635.57 1660.11 1685.01 1710.28 1735.94 1761.98 1788.41 1815.23 1842.46 1870.10 1898.15 Int 1730.86 1706.68 1682.15 1657.25 1631.97 1606.32 1580.25 1553.85 1527.03 1499.80 1472.16 1444.11 Balance 113778.98 112143.41 110483.30 108798.29 107088.01 105352.07 103590.10 101801.69 99986.46 98144.00 96273.90 94376.75

FOR 2001: Int=$ 19092.46 Prin=$ 21014.63 Bal=$ 94375.75

For Calender Year 2002(Year 3, 3 left)
Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Prin 1926.62 1955.52 1984.85 2014.63 2044.85 2075.52 2106.65 2138.25 2170.32 2202.88 2235.92 2269.46 Int 1415.64 1386.74 1357.40 1327.63 1294.41 1266.74 1235.61 1204.01 1171.93 1139.38 1106.33 1072.80 Balance 92449.13 90493.61 88508.76 86494.13 84449.28 82373.77 80267.12 78128.86 75958.54 73755.66 71519.74 69250.28

FOR 2002: Int=$ 14981.62 Prin=$ 25125.48 Bal=$ 69250.28

For Calender Year 2003 (Year 4, 2 left)
Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Prin 2303.50 2338.06 2373.13 2408.72 2444.85 2481.53 2518.75 2556.53 2594.88 2633.80 2673.31 2713.41 Int 1038.75 1004.20 969.13 933.53 897.40 860.73 823.51 785.73 747.38 708.45 688.95 628.85 Balance 66946.77 64608.72 62235.59 59826.87 57382.01 54900.48 52381.73 49825.20 47230.32 44596.52 41923.21 39209.80

FOR 2003 Int=$ 10066.62 Prin=$ 300400.47 Bal=$ 39209.80

For Calender Year 2004 (Year 5, 1 left)
Month Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Prin 2754.11 2795.42 2837.35 2879.91 2923.11 2966.96 3011.46 3056.64 3102.49 3149.02 3244.20 3244.20 Int 588.15 546.84 504.90 462.34 419.15 375.30 330.79 285.62 239.77 193.24 98.06 98.06 Balance 36455.69 33660.27 30822.92 27943.00 25019.89 22052.93 19041.47 15984.83 12882.35 9733.32 3292.86 3292.86

FOR 2004 Int=$ 4190.15 Prin=$ 35916.94 Bal=$ 3292.86

For Calender Year 2005 (Year 6, 0 left) Month Prin Int Balance Jan 3292.86 49.39 0.00

Where the final summary is: o Monthly Payment: $ 3342.26 o Total lnt:$ 68916.45(No pre-payment) o Total Int:$ 68916.45 (As given) o SAVINGS: $ 0.00 Total Interest Saved, 0.00 Years shorter loan o 2000 Int $20536.22 o 2001 Int $ 19092.46 o End Bal Dec 2001: $ 94375.75 o Avg Int each Month: $ 1148.61 For more information call 1-800-732-1999 or email info@efcol.com, Copyright (C) 1999 Express Financial Corp. All rights reserved.

EXHIBIT 10.39 PROFESSIONAL SERVICES AGREEMENT This Agreement is made this 8TH day of October, 1999 between Natural MicroSystems Corporation a Delaware corporation of 100 Crossing Boulevard, Framingham, MA USA 01702 ("NMS") and IP Voice.com. Inc., a Nevada Corporation, of 5050 N. l9th Avenue, Suite 416, Phoenix, Arizona 85015, (the "Customer"). (h) SCOPE NMS agrees to perform the services (the "Services") set forth in the in the attached Statement of Work (the "Statement of Work"'). subject to the terms and conditions in this Agreement. Beginning on the Services Starr Date as defined in the Statement of Work, NMS shall provide the Services during NMS' normal business hours unless otherwise expressly stated in the Statement of Work. Each party shall appoint a Project Manager who shall be the point of contact for day to day work. (i) TERM OF AGREEMENT This Agreement shall become effective upon signature by both parties, and shall continue in force until expiration on the Services End Date as defined in the Statement of Work or termination in accordance with Section 8, whichever comes sooner. 3. PRICES & PAYMENT NMS shall perform the Services at the rates/prices and any payment schedule(s) set forth in Statement of Work. Customer shall pay each invoice in full within thirty (30) days from the date of such invoice. Customer will nor set-off any amounts due under any invoice, Customer also agrees to reimburse NMS for all travel, airfare, meals, living, incidental and out of pocket expenses incurred in the performance of this Agreement unless otherwise expressly stated in the Statement of Work. ['he rates are exclusive of any taxes or duties. Consequently, Customer shall pay. or reimburse NMS for, the gross amount of any taxes however levied (excluding taxes imposed exclusively on NMS' earnings generally), including, but not limited to, taxes on the Services or present or future sales, use, licensing, delivery, excise. value added or other taxes or duties on any services or deliverables provided hereunder. Any estimated costs, dates and numbers of hours in the Statement of Work are non-binding estimates. Actual expenses may exceed any estimates. NMS makes no representations that the actual amount of Services performed or the actual number of hours charged will be equal to, or will approximate, any estimate. A late fee will be assessed on past due amounts at one and one-half percent (1.5%) or the maximum amount then permissible by law, whichever is greater. Customer will also pay any reasonable collection and attorney's fees NMS incurs in the collection of any unpaid balance, including any late fees. 4. OWNERSHIP (a) Customer shall retain title to all of Customer's pre-existing patents, copyrights, trade secrets and other intellectual property rights ("Customer's Pre-existing Technology") whether or not such Customer Pre-existing Technology is used to produce, or embodied in the Services or any work or data hereunder. NMS shall retain title to all of NMS' pre-existing patents, copyrights, trade

secrets and other intellectual property rights ("NMS Pre-existing Technology") whether or not such NMS Preexisting Technology is used to produce. or embodied in the Services or any work or data hereunder. (b) Provided that Customer has made all payments to NMS due under this Agreement, the work product to be made and delivered under this Agreement by NMS ("Work Product") shall be the exclusive property of Customer, excluding NMS Pre-existing technology. (c) In no event shall this Agreement be construed as an assignment or transfer of any NMS Pre- existing Technology or other rights Prom NMS to Customer. 5. NONSOLICITATION Customer agrees that it shall riot during, and for one year after any expiration or termination of this Agreement, directly or indirectly, solicit, hire or other-wise retain as an employee, independent contractor or consultant (except through NMS) any employee of NMS who was directly involved in the performance or this Agreement. 6. WARRANTY & LIMITATION OF LIABILITY NMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN. NO EVENT SHALL NMS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE AND/OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, THOSE RESULTING FROM LOSS OF USE, DATA PROFIT, BUSINESS, PROSPECTIVE PROFITS OR ANTICIPATED SALES, OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS IN CONNECTION WITH THE 8US1NESS OR GOODWILL, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH. NMS' TOTAL LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM CONCERNING NMS PERFORMANCE, NMS' NONPERFORMANCE ANY WORK PRODUCT AND/OR ANY SERVICES, OR FOR DAMAGES FOR ANY CAUSES WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT' OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT RECEIVED BY NMS IN RESPONSE TO THE RELATED INVOICE. 7. PERSONNEL Customer acknowledges that the NMS personnel providing Services may perform similar services from time to time for third parties. Nothing In this Agreement shall restrict NMS' providing similar services to other customers or NMS' discretion to transfer or assign its personnel to any other project. 8. TERMINATION: This Agreement, and any purchase order issued hereunder. may he terminated for causes follows: i) by either party if the other party fails to perform any material provisions of this Agreement and fails to cure within thirty (30) days after receipt of written notice; or (ii) by either party immediately upon written notice if the other party becomes insolvent or makes an assignment for the benefit of creditors, or a receiver or similar office: is appointed to take charge of all or part of such party's assets; or

(iii) by NMS immediately upon written notice if Customer enters into an Agreement with, or is acquired by or merged into, any other party which in NMS' sole opinion is a competitor of NMS or is adverse to NMS' business interest. 9. NOTICE Any notice given under this Agreement shall be written or telegraphic. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested. Any telegraphic notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses:
Natural MicroSystems Corporation 100 Crossing Boulevard Framingham, MA 01702 Attn: CFO IPVoice.com. Inc. 5050 North 1 9th Avenue Suite4l6 Phoenix, AZ 85015 Attn: Bud Bowman

10. CONFIDENTIAL INFORMATION Each party agrees to treat a!] information received from the other party which is labeled or identified as proprietary or confidential, as confidential and trade secret proprietary information of the disclosing party ("Confidential information"). The receiving party shall not sell, copy. transfer, publish, disclose, display, or otherwise make available any Confidential Information to any person or third party (including any of the receiving party's subsidiaries), except those with a need to know such Confidential information in order to accomplish the purposes of this Agreement. The receiving party shall secure and protect the Confidential information in a manner consistent with its treatment of its own confidential information of like significance, but no less than reasonable. The receiving party shall take appropriate action by instruction and/or agreement with its employees and agents who are permitted access to such Confidential Information, to satisfy its obligations hereunder. Confidential information does riot include information that: (i) is or becomes part of the public domain through no fault of the receiving party. (ii) is rightfully known to the receiving party without obligations of confidentiality or restrictions on use prior to its first receipt from the disclosing party, or (iii) is, as evidenced by written records, independently developed by the receiving party, or (iv) is rightfully received from a third party (without obligations of confidentiality or restrictions on use) who is not subject to any non-disclosure obligation. Neither this Agreement nor receipt of Confidential Information hereunder shall limit either party's independent development and marketing of products or systems. nor will this Agreement or receipt of Confidential Information hereunder prevent cither party from undertaking similar efforts or discussions with third parties, including competitors of each party. Nothing in this Agreement shall restrict either party's discretion to transfer or assign its personnel or prevent employees who had access to Confidential information from using that information mentally retained as part of their general skill, knowledge, talent and expertise. 11. INDEPENDENT CONTRACTOR In furnishing services pursuant to the Agreement. NMS will be acting as an Independent Contractor. Neither party is an agent, representative, employee, partner or joint venturer of the other party, and neither party is authorized to act on behalf of the other party. As such, neither NMS nor its employees will be an employee of Customer, and neither NMS nor its employees will by reason of the Agreement or the Services hereunder be entitled to participate in, or to receive any benefit or right under any of Customer's employee benefit or welfare plans.

12. GENERAL A. This Agreement constitutes and fully expresses the final, complete, exclusive and entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings between the parties and may not be modified, waived or extended unless mutually agreed upon in writing by both parties. B. In the event any provision of this Agreement is found to be legally unenforceable, such provision shall be stricken to the extent unenforceable and the remainder of this Agreement. shall remain in full force and effect. C. This Agreement shall be construed, interpreted and applied in accordance with the Laws of the Commonwealth of Massachusetts, excluding its choice of laws principles. Customer agrees to the exclusive jurisdiction of a competent court in the Commonwealth of Massachusetts. D. This Agreement may only be modified or amended by a writing signed by the parties. E. Neither party may assign this Agreement without the prior written consent of the other party, and any attempt by either party to assign this Agreement without such consent shalt be void. F. The obligations under the following Sections shall survive any expiration or termination of this Agreement: 4, 5, 6, 10 and 12(c). IN WITNESS WHEREOF, the authorized representatives behalf of the parties hereto have executed this Agreement on behalf of the parties.
Natural MicroSystems Corporation By:/s/ Tim Greer -------------------------Name: Tim Greer Title: VP American Sales Date: Oct 22, 1999 IPVoice.com, Inc. By: /s/ Barbara S. Will -----------------------------Name: Barbara S. Will Title: President and COO Date: October 8, 1999

STATEMENT OF WORK to PROFESSIONAL SERVICES AGREEMENT Dated: 8th day of October 1999 Customer: IPVOICE.COM. Inc. Services Start Date: October 15, 1999 DESCRIPTION OF SERVICES NMS shall perform the following Services: IPVoice.com desires the ability to add multiple AGT1/RT2 and / or multiple AGEl/RT2 VOIP platforms to us current single AGTI/RT2 and single AGE l/RT2 VOIP platforms. IPVoice.com has requested that Natural microsystems (NMS) extend their present gateway population from 1 up to 4 AGT1/RT2 or AGE l/RT2 per TX3000 Data Engine utilizing appropriate NMS Software Development Tools. Features and Requirements: - Communication will be established between two gateways configured as IPVoice.com gateways. - Each configuration will comprise one TX3000 Data Engine and up to four AGT1/RT2 Fusion cards. - G.723.1 will be the realtime vocoder. - Fusion 2.2 is the current Revision being used by IPVoice.com. - NMS will require adequate software representing IPVoice.com.'s proprietary software, - NMS will require the operating CI ACCESS/FUSION program ~a it. exists today. - Direct phone communication between the respective Project Managers will be required. Limitations This development is planned to fully populate ISA hackplane systems per the "Description Of Service" above using Standard NMS Software Tools and IPVoice.com proprietary applications. The IPVoice.com. gateways will be fully tested such that configurations containing at least 1 TX3000 will be scalable and will be configured with from 1 to 4 AGT1/RT2. AGE/RT2 components. The Current IPVoice.com. application which runs on the single component platform will run on the scalable platforms. NMS will provide a 30 day software warranty for the work performed. This warranty will begin upon completion and acceptance of the proposed work contained herein.

2. PROJECT MANAGERS
NMS Project Manager: Customer Project Manager: Gerard Boyer Anthony Welch

3.

TERM

Services Start Date: On or about October 11th, 1999 Services End Date: October 29, 1999 4. RATES/PRICES/PAYMENT SCHEDULE (to be included below by NMS): $l6O/hour. The estimate is 117--120 hours for completion Customer will reimburse NMS for all travel, airfare, meals, living, incidental and out of pocket expenses unless otherwise expressly stated above. Any estimated costs, dates or numbers of hours are non-binding. Actual expenses may exceed any estimates. NMS makes no representations that the actual amount of Services performed or the actual number of hours charged will be equal to, or will approximate, any estimate presented to Customer. IN WITNESS WHEREOF, the authorized representatives of the panics hereto have executed this Statement of Work on behalf of the parties,
Natural Microsystems Corporation By: /s/ Tim Geer ------------------------------Name: Tim Geer Title:VP Sales America Date:Oct 22, 1999 (Customer) By:/s/ Barbara S. Will -------------------------------Name: Barbara s. Will Title: President and COO Date: October 8, 1999

IPVoice..com, Inc. 5050 N. 19thAve.~ Ste. 417/416 Phoenix, AZ 85015

Purchase Order No. 99-01202

602-3354231 fax 602-335-1577 ----------------------------------------------------------PURCHASE ORDER-------Vendor: Name Address City Phone Ship To: Name: Address City Phone

Natural MicroSystems 100 Crossing Blvd. Framingham St MA

IPVC St ZIP

ZIP

01702

Qty 1

Units

Description Professional Services Agreement Dated October 8, 1999

Unit Price $ 19,200 Sub Total Shipping & Handling Taxes/State Total

Total $ 19,200.00 $ 19,200.00

$ 19,200.00

Payment Details _Check _Cash _Account No.: _CreditCard Name: CC# Exp Date: Shipping Date: Approval Date Order No Sales Rep Ship Via 12/2/99 10/8/99

Notes/Remarks

EXHIBIT 10.40 20TH &CAMPBELL APARTMENT HOMES APARTMENT RENTAL AGREEMENT Associated Estates Realty' Corporation as manager and Agent (hereinafter called "Managemex7U' for the Owner), rents --Apartment No.6-149 20th & Campbell Apartments located at 2025 E Campbell Ave Phoenix AZ 85016, to be used solely for the purpose of a personal residence by: I P Voice, com Tenant - Bud Bowman For a term of 12 months beginning November 8, 1999 and ending October 31, 2000 for this Agreement will be month - to -month commencing on November 1. 2000 for an unfurnished apartment and Residents will pay rent, tax, charges, and deposits set forth below. Occupancy is limited to those persons named above.
MONTHLY RENTAL CHARGES: ---------------------------------------Monthly Rent: $ 855.00 Pet Rent: $ 00.00 Other: $ 00.00 -------------(Concession) Subtotal: City Sales Tax: (subject to change) MONTHLY TOTAL: ($ $ $ 00.00) 855.00 11.12 OTHER CHARGES & DEPOSITS: ----------------------------------Security Deposit: $ 00.00 Pet Deposit: $ 00.00 Preparation Fee: $ 00.00 Non Refundable Pet Fees $ 00.00

$

866.12

Utilities Natural Gas paid by owner Electric Paid by Resident Water Paid by Owner

A. Other terms and conditions are: $40.00 late fee assessed on the 4th, and $20.00 fee for service of a 5 day notice. Any and all discounts or concessions must be paid back to Management/Owner if lease is broken prior to expiration date. Concession: 50% off($427,50) December 1999 rent for signing a 12 month lease. B. The rent (including applicable tax) shall be payable in advance on or before the 1st day of each month at the onsite managers office, which is payable with a personal check, cashiers check, or money order in the exact amount due. No second party checks will be accepted. Resident will pay as additional rent no later than the next rental payment date: $10.00 a day after the 3rd that any portion of the rent is delinquent; $20.00 for each NSF fund check returned by the Residents bank and thereafter all future rent charges shall be paid only in the form of a cashiers check or money order; charges for clogged drains or damage done due to resident activity' or negligence will be charged case by case, based on the time and cost to repair the premises, with a $50.00 minimum base fee. Residents will be responsible for the conduct of family and guests on the property. C. Tax adjustment during lease term: Management shall have the right, upon 30 day written notice, to increase the total rent reasonably related to the cost of an increase in city sales tax. D. PARKING POLICIES: Resident that only those vehicles identified below may park on the property without separate written consent from the Management: Make Model and Year: Color Lisc# 1. 2.

Management may assign parking spaces or areas for residents and guests. Management may also designate (1) parking areas; (2) whether trailers, boats, or campers may park and where inoperable, abandoned, or unauthorized vehicles will be towed at the vehicle owners expense after a 24 hour notice is posted on the vehicle. The 24 hour notice does not apply to vehicles parked in another residents assigned parking space, parked in a marked tow-away zone, or parked to impede traffic or trash collection easements. Vehicles parked in this manner will be towed away immediately at the vehicle owners expense. If Management pays the vehicle owners towing expense, costs incurred will be deemed as additional rent owed and be immediately due and payable. Guests and Residents must only be parked in parking lots, and never on sidewalks, in landscape areas or apartments (including patios) and must not damage asphalt etc.. Vehicles leaking oil or other fluids will be repaired in a timely manner, or be subject to towing. Residents will not use the parking lot for non-emergency repairs. Vehicles parked on the property will be parked "head-in" only and show current registration. Management may elect to charge $50.00 as additional rent for repeat offenders. E. ACCESS: Except in cases of emergency or if it is impractical to give notice, Management not enter Residents apartment without prior written notice. Resident further agrees that notification to Management of a service or maintenance request grants Management authority to enter the apartment at all reasonable times for the purpose of that request, and Management must have advanced written permission to open Residents apartment for others (i.e. delivery personnel, service personnel, friends, etc.) Resident is aware that under these circumstances Management is not responsible for lost or stolen articles, damage or doors left unlocked. F. FAIR hOUSING ACCOMMODATIONS: This community is dedicated to honoring Federal and Arizona Far Housing laws. Accommodations v~ill be made/allowed as reasonably necessary to the policies and regulations of the community in order to enable residents with disabilities to utilize the premises. The Community reserves the right to require reasonable medical evidence of the disability, and that the requested accommodation is necessary. The resident may be required to restore the premises to the prior condition if failure to do so would interfere with the Owner's, or next tenant's use and enjoyment of the premises. G. RESIDENT POLICIES: (I) Resident shall no decorate or alter the apartment, patio or balcony area, change or add door locks, have a waterbed or sublet the apartment, without written permission of the management (2) Resident further agrees to comply with city or state statutes and ordinances which are applicable to the premises. (3) Resident shall show due consideration for neighbors and not interfere with other residents quiet enjoyment, and Management will be the sole judge of acceptable conduct. (4) Resident has inspected the premises and finds them to be in clean, rentable, undamaged condition except which may be noted on move in inventory sheet. Resident agrees to exercise reasonable care in the use of the premises and maintain and redeliver the same in a clean, safe and undamaged condition. (5) Resident is responsible for the conduct of all occupants, family and guests. H. ABANDONMENT: Abandonment means either (1) The Residents absence from the premises for at least 7 (seven) consecutive days, rent being at least 10 (ten) days past due; and the lack of reasonable evidence that the resident is occupying the premises; or (2) Residents absence from the premises for at least (5) five days rent being at least five (5) days past due, and the absence of the Residents personal property from the dwelling unit. Such abandonment shall not constitute a "surrender" without the consent of Management and in the event of abandonment, Management shall be entitled to all remedies at law or in equity, which provides that if personal property is abandoned by the Resident and determined to by Management to be of less value than the cost of moving, storing, and conducting a sale of such property, Management may destroy or otherwise dispose of any or all of the abandoned property. I. COMMUNITY POLICIES: The community policies are for the mutual benefit of all residents and are deemed part hereof of this Rental Agreement, and violations or breeches of any community policy shall constitute a default under the Rental Agreement. Notice of modifications to community policies will be given to residents at least 30 days prior to their effective date. J. OPTION TO RENEW/INCREASE: At expiration of this lease, this lease will automatically renew on a month- to-month basis under the same terms and conditions unless resident gives Management a written 30 day notice to vacate or Management, at its sole discretion, chooses not to renew the lease and in such cases, resident agrees to vacate at the expiration date of the lease. The rent may be increased upon the expiration of the lease with 30 day prior written notice of such an intent being provided to the Resident. A specific lease term of no less than one month and no greater than one year may be required for continued occupancy.

K. INDEMNIFICATION Management shall not be liable for any damage or injury to the resident(s) or any other person, or to any property, occurring on the premises, or any part thereof, or in the common areas thereof, unless such damage is the result of negligence or unlawful acts of Management, its agents or employees. Management is only liable for those claims for damages and injuries for which it is legally responsible. Resident shall be responsible for obtaining fire, extended coverage, and liability coverage with respect to the contents of the apartment and with respect to any motor vehicles on the premises. Resident understands that Management's insurance does not cover residents belongings from

losses not caused by Management's negligence and Management encourages Resident to obtain an all-risk policy in addition to marking all valuables for "'operation identification". L. WAIVER: Failure of Management to insist upon strict compliance with the terms of this rental agreement shall not constitute a waiver of Management's rights to act on any violation. M. ATTORNEYS FEES: In the event of legal action to enforce compliance with this Rental Agreement, the prevailing party may be awarded court costs and reasonable attorneys fees. N. SEVER4BWITY If any provision of this Rental Agreement is invalid under applicable law, such provision shall be ineffective to the extent of such invalidity' only, without invalidating he remainder of this document. 0. REMEDIES CUMULATIVE: All remedies under this Rental Agreement or by law or equity shall be cumulative

EXHIBIT 10.41 Data Speak Systems, Inc. SALES AGREEMENT This Agreement for the Sale of Goods and Services ("Agreement') made arid effective this 10th day of December, 1999 by end between DataSpeak Systems, Inc., ('Seller') and IPVoice (Buyer). Seller desires to sell to Buyer, arid Buyer desires to purchase from Seller, certain tangible products end services. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. SALE. Seller agrees to sell, transfer arid convey to Buyer, arid Buyer agrees to purchase the products and services ('Goods') included In Schedule A of this Agreement, and made a part hereof. 2. PRICE. Buyer shall pay Seller for the Goods the sum of $11,915. Payment for equipment shall be made within 5 days of first installation according to the terms of Crown Dank Leasing of 794t1 East Acoma Drive suite 209 Scottsdale, AZ 85260 or their appointed agents/operators. This agreement is subject to an approval letter from the leasing agent. In the event that the purchase price is not timely paid, in addition to its other remedies, Seller may impose, and Buyer shall pay, a late payment charge equal to one percent (1%) of the overdue amount each month. 3. SCOPE OF WORK The scope of work to be performed under this Agreement is specified In Schedule A. 4. SOFTWARE LICENSE Goods may include proprietary software that are listed in Schedule A. In the event that proprietary software is included in Schedule A, Schedule B of the Agreement, end made a part hereof, shall apply. 5. LIMITED WARRANTY. Products sold hereunder are warranted to be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery and acceptance. If the Products do not conform to this Limited Warranty during the warranty period (as herein above specified). Buyer shall notify Seller in writing of the claimed defects and demonstrate to Seller's satisfaction that said defects are covered by this Limited Warranty. If the detects are properly reported to Seller within the warranty period, and the defects are of such type and nature as to be covered by this warranty~ Seller shall~ at its own expense. repair or replace defective Products. shipping arid Installation of the repaired or replacement Products shall be at Seller's expense. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCL1JOING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller does not warrant against damages or defects arising out of improper or abnormal use of handling of the Products; against defects or damages arising from Improper installation (where Installation is by persons other than Seller), against defects in products or components not supplied by Seller, or against damages resulting from such non-Seller supplied products or components. This warranty also does not apply to Products upon which repairs have been effected or attempted by persons other than pursuant to written authorization by Seller. The sole and exclusive obligation of Seller shall be to repair or replace the defective Products in the manner and

for the period provided above. Seller shall not have any other obligation with respect to the Products or any part thereof, whether based on contract, tort, strict liability or otherwise. Under no circumstances, whether based on this Limited Warranty or otherwise, shall Manufacturer be liable for incidental, special, or consequential damages. Seller's employees or representatives' ORAL OR OTHER WRITTEN STATEMENTS DO NOT CONSTITUTE WARRANTIES, shall not be relied upon by Buyer arid are not a part of the contract for sale or this limited warranty.

This Limited Warranty states the entire obligation of Seller with respect to the Products. If any part of this Limited Warranty is determined to be void or illegal, the remainder shall remain in full force and effect. 6. TRANSFER OF TITLE. Title to and ownership of the goods shall not pass from Seller to Buyer until Buyer has paid in purchase price to Seller. 7. LIMITATION OF LIABILITY. In no event shall Seller be liable for any special, indirect, incidental or consequential damages arising out of or connected with this Agreement or the Goods, regardless of whether a claim is based on contract, tort. Strict liability or otherwise, nor shall 8uyer's damages exceed the amount of the purchase price of the Goods. 8. TAXES. Buyer shall pay reimburse Seller as appropriate for any sales, use, excise or other tax imposed or levied with respect to the payment of the purchase price for the Goods or the conveyance of title in the Goods to Buyer. In no event shall Buyer be responsible for any tax imposed upon Seller based upon Seller's income or for the privilege of doing business. 9. NOTICES. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to Buyer: IPVoice 5050 North 19th Ave. #416 Phoenix, AZ 85015 Bud Bowman 602-335-1231 If to Seller: DateSpeak Systems, Inc. 7360 East Acoma, #3 Scottsdale, AZ 85260 10. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona. 11. FINAL AGREEMENT. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that Is duly executed by both parties. 12. SEVERABILITY. If any term of this Agreement is held by a court of competent jurisdiction to be Invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as If such invalid or unenforceable term had never been Included. 13. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. Buyer: IPVoice
Its: /s/ Barbara S. Will -------------------------------Seller: /s/ Kimm Welty ------------------------------Kimm Welty

Its: DataSpeak Systems. inc.

Schedule A Equipment List and Scope of Work
EQUIPMENT: CONFIGURATION: Vodavi Infinite DVX Plus II Telephone System Capacity Carded Working 108 Ports 12 Lines and 24 Stations 8 Lines and 12 Stations Part # IN 9000-00 IN 8031-00 IN 8032-40 IN 8071-20 IN 9013-71 IN 9015-71 IN 9010-71 IN 303-04 VC6I 101 -

Qty 1 2 1 1 11 1 1 1 1 1 12 1 1 1 1 1

Description Vodavi DVX Plus II KSU Basic Cabinet Vodavi DVX Plus II 6 Line CO Boards Vodavi DVX Plus II 24 Station Board Vodavi DVX Power Supply Vodavi 24 Button Executive Display Speaker Phone Vodavi 8 Button Speaker Phone Vodavi DSS Operator's Console Vodavi TaIkPath 4 port Voice Mail System Battery Back-up Unit Musicon Hold Unit Cabling and Jacks-Phone Cabling and Jacks-Fax One Free Programming Change within 30 Days Installation and Programming 12 Month Labor and Equipment Warranty On Site Training and Users Guides

System Investment: $ 11,915.00 The price is subject to Sales Tax
Install Address: 5O5O North l9th Ave.#416 Phoenix. Az 85015

Other Services:

/s/ Barbara S Will ---------------------------

12/10/99 --------------

Customer signature on Schedule A

Telephone System Proposal
LOCATION: IPVoice 5050 North 19th Ave #416 Phoenix, AZ Bud 602.335.1231 Vodavi Infinite DVX Plus II Telephone System Capacity Carded Working 108 Ports 12 Lines and 24 Stations 8 Lines and 12 Stations Part # IN 9000-00 IN 8031-00 IN 8032-40 IN 8071-20 IN 9013-71 IN 9015-71 IN 9010-71 IN 303-04 VC6I 101 11,915.00

CONTACT:

EQUIPMENT: CONFIGURATION:

Qty 1 2 1 1 11 1 1 1 1 1 12 1 1 1 1 1

Description Vodavi DVX Plus II KSU Basic Cabinet Vodavi DVX Plus II 6 Line CO Boards Vodavi DVX Plus II 24 Station Board Vodavi DVX Power Supply Vodavi 24 Button Executive Display Speaker Phone Vodavi 8 Button Speaker Phone Vodavi DSS Operator's Console Vodavi TaIkPath 4 port Voice Mail System Battery Back-up Unit Musicon Hold Unit Cabling and Jacks-Phone Cabling and Jacks-Fax One Free Programming Change within 30 Days Installation and Programming 12 Month Labor and Equipment Warranty On Site Training and Users Guides System Investment: $

The price is subject to Sales Tax

EQUIPMENT LEASE AGREEMENT
Lessee ----------------Name IPVoice.com, Inc. Address 5050 N. 19th Ave. #416/417 Supplier --------------------Name Savings Communications, Inc. Address 7360 E. Acoma, Suite 3

City Phoenix County Maricopa City Scottsdale County State AZ Zip 85015 State Zip 85260 Phone (602) 335-1231 Phone (480) 443-8191 Quantity, Full Description of Equipment including Make, Model, and Serial Number Price Telephone Equipment more fully described in Schedule "A" attached hereto and
made a part hereof. Months) 48 [x] Monthly [ ] Quarterly [ ] Annually [ ] Other $ 13,000.00

Term (In

Frequency of Payments

Amount of Rent Payment (plus applicable sales or use tax) Initial Payment (check for this amount must accompany lease) [x] Doc. Fee $75.00 [ ] Deposit $ [x] First $401.11 [ ] Other $

$374.52 $ 877.22

[x] Last $ 401.11

Sales Tax (Only if included in Total Cost) Design, Freight and Total Cost Additional Terms: Expiration %_____ Casualty Value -----------------Installation

$ $ 13,000.00

TERMS AND CONDITIONS Lessor will lease to Lessee and Lessee will lease from Lessor the above described personal property (collectively the "Equipment' and individually an 'Item") under the terms of this equipment lease agreement ("lease"). 1. LESSEE'S OBLIGATIONS. Lessee's obligations under this lease as to an Item (other than the obligation to pay rent which commences as set forth in paragraph 2) commence at such time as Lessor has any interest in or obligation as to the Item and end when the Item is returned to Lessor in accordance with paragraph 12, except as otherwise provided in this tease. 2. PAYMENTS. The rent shown above is based on the Total Cost" which is an estimate of the cost to Lessor of the Equipment. Actual rent will be calculated in the proportion that the actual cost paid by Lessor for the Equipment bears to the Total Cost. Sales and use taxes applicable to the rent will be added to the rent. As indicated above, the projected initial rent payment is to be furnished on lease execution. If the contemplated leasing transaction is not consummated, the initial rent payment may be retained by Lessor as partial compensation for Lessor's costs and expenses incurred in preparation for the transaction. If the amount received is less or greater than the rent payment as finally determined, the deficiency or excess will be payable with or credited to the second rent payment. The second rent payment will be due 30 days after Lessee's execution of the Certificate-of Acceptance for the Equipment or on such later date as Lessor chooses. Subsequent rent will be due on the same day of each month, or other period set forth above, thereafter until paid, whether or not an invoice is rendered or received. Other amounts due Lessor from Lessee hereunder are payable upon the earlier of Lessee's knowledge thereof or Lessee's receipt of an invoice therefore. Lessee will pay Lessor amounts due

under this lease at Lessor's address shown below or to such other person and/or at such other place as Lessor may notify Lessee. Amounts to be applied to the last rent payment or payments will be applied to the final and preceding rent payment or payments-until exhausted provided there has been no default under the lease. In the event of a default, payments made under the tease may be applied to Lessee's obligations to Lessor in any order Lessor chooses. 3. LESSOR TERM1NATION. If the Certificate of Acceptance for the Equipment has not previously been executed and delivered to Lessor. Lessor may terminate its obligations hereunder and tender to Lessee all obligations and duties with respect to the Equipment by giving Lessee notice of such termination (a) subsequent to sixty (60) days from the date of this lease, (b) upon a material adverse change in Lessee's financial condition or probable ability to perform its obligations under this lease, (c) if the actual cost of the Equipment would exceed the Total Cost or (d) if the lease is in default.

4. DELIVER; ACCEPTANCE. Lessee will either (a) execute and deliver the Certificate of Acceptance for-the Equipment thereby accepting the Equipment for all purposes of this lease or (b) give Lessor notice specifying any proper objection to any Item within fourteen (14)-days of completion of the delivery of the Equipment. If Lessee has not furnished Lessor with the Certificate of Acceptance within this period, Lessee will, upon Lessor's request, assume all of Lessor's rights and obligations as purchaser of the Equipment, and Lessor's obligations hereunder and related hereto will terminate. Lessee further acknowledges that upon direction by Lessor Lessee will pay directly to the appropriate parties the excess of design, freight and installation costs related to an Item over fifteen percent (15%) of its actual cost and will pay directly to the appropriate party any invoice applicable to an Item which may be furnished Lessor subsequent to the acceptance of the Equipment. - 5. NET LEASE; NO OFFSET. THIS IS A NET LEASE TERMINABLE ONLY AS EXPRESSLY PROVIDED HEREIN. LESSEE MAY NOT TERMINATE ITS OBLIGATION HEREUNDER FOR ANY REASON WHATSOEVER INCLUD1NG, WITHOUT LIMITATION, THE FAILURE OF THE EQUIPMENT TO OPERATE PROPERLY. LESSEE'S OBLIGATION TO MAKE ALL PAYMENTS UNDER THIS LEASE IS ABSOLUTE AND UNCONDITIONAL AND WILL NOT BE SUBJECT TO ANY ABATEMENT, COUNTERCLAIM, RECOUPMENT OFFSET OR DEFENSE LESSEE'S OBLIGATIONS UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH IN PARAGRAPH 17, SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE. 6. NO AGENCY. LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY FINANCIAL INTERMEDIARY NOR ANY AGENT OF EITHER IS AN AGENT OF LESSOR AND FURTHER THAT NONE OF SUCH PARTIES IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE. NO REPRESENTATION AS TO THIS EQUIPMENT OR ANY OTHER MATTER BY ANY SUCH PARTY IS BINDING UPON LESSOR OR WILL EFFECT LESSEES DUTY TO PAY THE RENT AND PERFORM THE OTHER OBLIGATIONS UNDER THIS LEASE. 7. DISCLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT AND THE ABOVE SUPPLIER HAVE BEEN SELECTED BY LESSEE, THAT LESSEE' LEASES THE EQUIPMENT "AS IS" AND ACCORDINGLY THAT LESSOR MAKES NO EXPRESS WARRANTY AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY AS TI THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF AN ITEM DOES NOT FUNCTION PROPERLY, LESSEE WILL MAKE ANY RESULTANT CLAIMS AGAINST THE SUPPLIER OR MANUFACTURER PROVIDED NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, LESSOR ASSIGNS TO LESSEE DURING THE TERM HEREOF ANY THIRD PARTY WARRANTY APPLICABLE TO THE EQUIPMENT. ANY PROCEEDS THEREOF WILL BE APPLIED BY LESSEE TO PLACE THE EQUIPMENT IN WARRANTY CONDITION. CONSISTENT WITH LESSEE'S ASSUMPTION OF ALL RISKS RESPECTING THE EQUIPMENT, LESSEE HEREBY WAIVES ANY RIGHTS, DEFENSES AND CLAIMS AGAINST LESSOR RELATED TO THE EQUIPMENT ARISING UNDER DIVISION 10 OF THE CALIFORNIA UNIFORM COMMERCIAL CODE OR SIMILAR APPLICABLE LAW TO THE EXTENT PERMITTED BY LAW.
LESSEE'S INITIALS HERE SEE REVERSE LEASE SIDE FOR ADDITIONAL TERMS AND /S/BW WHICH ARE PART OF THIS

CONDITIONS

By execution hereof Lessee requests Lessor to order the Equipment form the Supplier and lease the Equipment to Lessee hereunder. Execution hereof by a duly authorized officer of lessor at lessor's address shown above indicates lessor's acceptance of such offer. Lessee authorizes Lessor to insert identification data as to the Equipment above. Lessee warrants that Lessee will use the Equipment solely for commercial or business purposes. LESSEE UNDERSTANDS THAT THIS LEASE IS A "FINANCIAL LEASE" AND THUS UNDER LAW LESSEE WILL HAVE THE RIGHTS LESSOR RECEIVES UNDER THE CONTRACT OR CONTRACTS EVIDENCING LESSOR'S PURCHASES OF THE EQUIPMENT, INCLUDING ANY MANUFACTURER OR OTHER THIRD PARTY WARRANTIES. LESSOR ADVISES LESSEE TO CONTACT THE SUPPLIER FOR A DESCRIPTION OF THOSE RIGHTS, INCLUDING ANY RELATED LIMITATIONS OR DISCLAIMERS.

Lessor and Lessee have executed this lease as of 12/29/99
BJ LEASING COMPANY (Lessor) By: /s/ Cathy Dirth ------------------------IPVoice.com, Inc. --------------------------Printed legal name of Lessee Above By: Barbara S. Will -------------------Barbara Will, President

SCHEDULE A Lease #: 991230 LESSOR: BJ Leasing Company 2355 Griffin Avenue Suite G Enumclaw, WA 98022 VENDOR: Savings Communications, Inc. 7360 E. Acoma Suite 3 Scottsdale, AZ, 85260 EQUIPMENT DESCRIPTION: One(1) Vodavi DVX Plus II Phone System including: Eleven (11) 24 Button Executive Display Phones, sin's SBL9297 17, SBL929720, SBL929772, SBL929738, SBL9303 11, SBL930252, SBL930020, SBL930262, SBL930033, SBL9303 12, SBL929725.
One(1) One(1) One(1) Two(2) One(1) One(1) One(1) One(1) One(1) One(1) One(1) One(1) Basic Key Service Unit, s/n SBAO 10025 Power Supply, s/n SBA010256 Digital Interface Service Board-- 24, s/n SBA050132 Loop Start CO Card-- 6, s/n's SBAO5O1S6 & SBA050736 Master Processing Board, sin SBAO 50226 Miscellaneous Service Board, sin SBA050167 8 Button Basic Speaker Phone, sin SBK9 18484 DSS Operator Console, s/n SBK912792 TalkPath Voice Mail-- 4 Port, s/n POY9I-10544 Modem Unit, s/n SBG95 1530 Music On Hold Unit Battery Backup Supply 13CAT 3Cable Runs I4CAT SCable Runs 24 Port Patch Panel IPVOICE.COM, INC.

LESSEE:

By: /s/ Barbara Will --------------------Barbara Will DATE: 12/29/99

Title: President

BJ Leasing Company 2355 Griffin Avenue Suite G Enumclaw, WA 98022 CERTIFICATE OF ACCEPTANCE INSTRUCTIONS THE EQUIPMENT LISTED HAS BEEN DELIVERED AND IS ACCEPTABLE FOR ALL PURPOSES OF THE LEASE REFERENCED ABOVE. 2. DO NOT SIGN UNLESS ALL ITEMS ARE ACCEPTABLE. 3. IF ANY ITEMS ARE UNACCEPTABLE, PROMPTLY NOTIFY LESSOR AT SUCH ADDRESS OF THE SPECIFICS. Quantity, Full Description of Equipment including Make, Model, and Serial Number Price Telephone Equipment more fully described in Schedule "A" attached hereto and
made a part hereof. Months) 48 [x] Monthly [ ] Quarterly [ ] Annually [ ] Other $ 13,000.00

Term (In

Frequency of Payments

Amount of Rent Payment (plus applicable sales or use tax) Initial Payment (check for this amount must accompany lease) [x] Doc. Fee $75.00 [ ] Deposit $ [x] First $401.11 [ ] Other $

$374.52 $ 877.22

[x] Last $ 401.11

Sales Tax (Only if included in Total Cost) Design, Freight and Total Cost Additional Terms: Expiration %_____ Casualty Value -----------------Installation

$ $ 13,000.00

Lessee acknowledges receipt of all the above equipment and accepts this equipment for all purposes of the Equipment Lease Agreement referenced above. Lessee further acknowledges that the rent for the equipment will be based on the actual cost to Lessor. LESSEE UNDERSTANDS THAT UPON LESSOR'S RECEIPT OF THIS CERTIFICATE OF ACCEPTANCE AND IN RELIANCE THEREON LESSOR WILL PAY FOR THE EQUIPMENT AND FURTHER THAT LESSEE'S ACCEPTANCE OF THE EQUIPMENT WILL COMMENCE LESSEE'S NONTERMINABLE RENTAL OBLIGATION UNDER THE LEASE AS TO THE EQUIPMENT. LESSEE REAFFIRMS THAT LESSOR HAS MADE NO EXPRESS WARRANTIES AND HAS D1SCLAtMED ANY 1MPLIED WARRANTIES AS TO THE EQUIPMENT AND THAT LESSEE'S OBLIGATION TO PAY THE RENT AND OTHER AMOUNTS DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY PROBLEMS ASSOCIATED WITH THE EQUIPMENT OR ANY SIMILAR OR DISSIMILAR OCCURRENCE AS MORE FULLY SET FORTH IN THE LEASE. IPVOICE.COM, INC. PRINT LEGAL NAME OF LESSEE ABOVE
BY /s/ Barbara S. Will

--------------------------------Date: 12/29/99

CONTINUING GUARANTY The undersigned, jointly and severally, request that BJ LEASING COMPANY hereinafter referred to as "Lessor", enter into a lease or leases of personal property, to extend credit, or otherwise to do business WITH: IPVOICE.COM, INC. hereinafter called "Lessee". The undersigned, jointly and severally, unconditionally guaranty to Lessor, the full and prompt performance by Lessee of all obligations which Lessee presently or hereafter have to Lessor, and payment when due of all sums presently or hereafter owing by Lessee arising by lease, note, or otherwise, and agree to indemnify Lessor, against any wrongful act of Lessee including any breaches of any contract now existing between Lessee and Lessor, or which may arise in the future. The undersigned may terminate its obligations hereunder as to then future transactions between Lessor, and Lessee only by written notice sent by the terminating guarantor by registered mail notice to Lessor at the address abovestated, providing, however, that such termination shalt not affect any liability with respect to any obligation of Lessee incurred to Lessor prior to receipt of such notice by Lessor, or the continuing liability of such others of the undersigned as have not given such notice. The undersigneds' obligations hereunder are joint and several, and independent of the obligations of Lessee, and a separate action may be maintained against the undersigned, whether action is brought against Lessee or whether Lessee be joined in such action. Undersigneds waive any right to require Lessor, to proceed against Lessee, or to proceed against or exhaust any security, and waive any rights of subrogation and any right to participate in any benefit of any ownership or other interest now or hereafter held by Lessor. This shall be a continuing guaranty and indemnity. Irrespective of any lack of notice to or consent of undersigneds, undersigneds' obligations hereunder shall not be impaired in any manner whatsoever by any: (a) new agreements or obligations or obligations of Lessee with respect to Lessor, amendments, extensions, modifications, renewals, or waivers of default as to any existing or future agreements or obligations of Lessee or third parties with respect to Lessor, or extensions u credit by Lessor to Lessee; (b) adjustments, compromises or releases of any obligations of Lessee, any guarantor, or other parties, or exchanges, releases, or sales of any interests of Lessee, any guarantor or other party; (c) fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or writing, or acts or omissions by any guarantor or Lessee; (d) compromises, extensions, moratoria, or other relief granted to Lessee; or (e) interuption in the buisiness relations between Lessor and Lessee. Notice of your acceptance hereof, of default or non-payment by Lessee or any other party, or presentment, protest and demand, and of all other matters of which undersigned otherwise might entitled, is waived. Lessor is not required to inform guarantor of matters affecting the financial condition of Lessee. The obligations hereunder of each guarantor shall be binding upon their respective heirs and personal representatives. The failure of any person to sign this guaranty and indemnity shall not affect the liability hereunder of any signer thereof. Guarantors shall reimburse Lessor, on demand, for all expenses, including without limitation, attorney's fees incurred by Lessor in the enforcement or attempted enforcement of any of Lessor's rights against any guarantor or any other person or entity. This guaranty shall bind the respective heirs, administrators, personal representatives, successors and assigns of the guarantor, and shall inure to the benefit of any of Lessor's successors or assigns. All rights of Lessor hereunder are accumulative and not alternative. ARBITRATION: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled b arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Jurisdiction is hereby agreed to be in the Superior Courts of the State of Washington, and venues are hereby agreed to be King County, Washington. Arbitration shall he held the City of Seattle, State of Washington, and any questions of law shall be decided in accordance with the laws of the State Washington.
DATED: 12/29, 1999. INDIVIDUAL GUARANTOR: By: /s/ Barbara S. Will -----------------------Barbara Will WITNESSED: By: /s/ James Borcher --------------------James Borcher

---------------------------Print Name 8027 East La Junta Rd ----------------------------Home Address of Guarantor

--------------------Print name of Witness

Scottsdale Az 85255 ---------------------------City State Zip 480-502-3701 --------------------------Home Telephone

BJ LEASING COMPANY dba ODYSSEY BUSINESS CREDIT You have entered into an Equipment Lease Agreement with us dated 12/29/99 (the "Lease") which covers certain property more fully described in the Lease (the "Equipment"). You and we hereby agree that you will purchase AS-IS- WHERE-IS our interest in all, but not less than all, of the Equipment leased or otherwise included under the Lease at the expiration of the term thereof for $ 1.00 (to be pro rated based on cost if the Lease is terminated early as to any equipment because, for example, of a casualty, it being understood that there is no voluntary right of early termination under the Lease in whole or in part). As contemplated under the Lease, the term Equipment includes any software as to which we have advanced funds pursuant to the Lease, whether we purchased the software or advanced the purchase price on you behalf of or for your license of the software. As indicated above, our transfer is without representation or warranty. Accordingly, you will be obligated to pay us the purchase price for any relevant software even though we will not necessarily be transferring anything to you and even though any license you or we have for such software may have expired. You also agree to pay us said purchase price together with all taxes on or measured by such purchase price prior to expiration of the term of the Lease. By our respective execution hereof in the space provided below you and we acknowledge the terms and conditions hereof. Yours very truly,
BY: /s/Cathy Dirth -------------------------Cathy Dirth, Sec/Treas.

Acknowledged and Agreed to this 29 day of 12 , 1999 IPVOICE.COM, INC.
BY: /s/ Barbara S. Will -----------------------------Barbara Will, President

BY:

approved by The Secretary of State of Arizona. Rev. IO/90 FORM UCC-I .Space below used by filing office
Return copy or recorded original to: BJ LEASING COMPANY 2355 Griffin Ave., Suite G Enumclaw, WA. 98022 ARIZONA UNIFORM COMMERCIAL CODE FINANCING STATEMENT Form UCC-1 This FINANCING STATEMENT is presented for filing (recording) pursuant to the Arizona Uniform Commercial Code. 2. Secured Party(ies) and address: BJ LEASING COMPANY 2355 Griffin Ave., Suite G Enumclaw, WA. 98022 4. [x] If checked, products of collateral are also cover

1. Debtor(s) (last name first and address): IPVOICE.COM, INC. 5050 N. 19th Ave. #416/417 Phoenix, AZ. 85015 3. Name and Address of Assignee of Secured Party(ies): 6. If the collateral is crops, the crops are growing or to be grown on the followingdescribed real estate:

5. This Financing Statement covers the following types (or items) of property: Telephone Equipment more fully described in Schedule "A' attached hereto and made a part hereof.

7. If the collateral is (a) goods which are or are to become fixtures: (b) timber to be cut: or (C) minerals or the like (including oil and gas), or accounts resulting from the sale thereof at the wellhead or minehead to which the security interest attaches upon extraction, the legal description of the real estate concerned is: And, this Financing Statement is to be recorded in the office where a mortgage on such real estate would be recorded. If the Debtor does not have an interest of record, the name of a record owner is: 8. This Financing Statement is signed by the Secured Party instead of the debtor to perfect or continue perfection of a security interest in: [ ] collateral already subject to a security interest in jurisdiction when it was brought into this state. [ ] proceeds of collateral because of a change in type or use. [ ] collateral as to which the filihg has lapsed or will lapse. [ ] collateral acquired after a change of name, identity or corporate structure of the Debtor.
IPVOICE.COM, INC. /s/ Barbara S. Will ----------------------Barbara Will, President SIGNATURES OF DEBTOR/ASSIGNOR DATED: 12/30/99 BJ LEASING COMPANY /s/ Cathy Dirth ----------------SIGNATURE OF SECURED PARTY OR ASSIGNEE

Lessor:

BJ Leasing Company 2355 Griffin Ave. Suite G Enumclaw, WA. 98022

Lease#

991230

INSURANCE AUTHORIZATION
To: Harold Chuhlantseff DiBuduo & Defebdis Insurance Group 7030 North Fruit Avenue

Fresno, CA 93711

Phone: (559)432--0222 Fax: (5591 431--6712 Contact: Harold Chuhlantseff We have entered into an equipment lease agreement for the equipment shown on the attached Schedule of Equipment located at 5050 N. 19th Ave. #416/417. Phoenix AZ 85015 This is a net lease and we are responsible for the fully equipment cost in the amount of $13,000.00 Please see that we immediately have ALL RISK coverage for liability and full replacement cost of the equipment and that BJ Leasing Company is shown as LOSS PAYEE and ADDITIONAL INSURED on the policy. Please forward a Certificate of Insurance and Loss Payee and Additional Insured clause to: BJ Leasing Company 2355 Griffin Ave. Suite G Enumclaw, WA. 98022 (360) 825--7845 Voice (360) 802--0496 Fax Concurrent Certificates of Insurance, thirty (30) days notice in the event of cancellation or alteration, and general correspondence should be sent to the above addressee as well. Very Truly Yours, Lessee: IPVOICE.COM, INC. By: Barbara S. Will Barbara Will, President Date executed by Lessee 12/29/99

EXHIBIT 10.42 IPVOICE.COM, INC. 2000 STOCK OPTION PLAN 1. GRANT OF OPTIONS; GENERALLY. In accordance with the provisions hereinafter set forth in this stock option plan, the name of which is the IPVOICE.COM 2000 STOCK OPTION PLAN (the "Plan"), the Board of Directors (the "Board") or, a committee designated by the Board as the stock compensation committee (the "Stock Compensation Committee") of IPVoice.com, Inc. (the "Corporation") is hereby authorized to issue from time to time on the Corporation's behalf to any one or more Eligible Persons, as hereinafter defined, options to acquire shares of the Corporation's $.001 par value per share common stock (the "Stock"). 2. TYPE OF OPTIONS AND AWARDS. The Board or the Stock Compensation Committee is authorized to issue non-qualified awards ("Award" or "Awards")and options which meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), which options are hereinafter referred to collectively as ISO's, or singularly as an ISO. The Board or the Stock Compensation Committee is also, in its discretion, authorized to issue options and Awards which are not ISO's, which options and Awards are hereinafter referred to collectively as NSO's, or singularly as an NSO. The Board or the Stock Compensation Committee is also authorized to issue "Reload Options" in accordance with Paragraph 10 herein, which options are hereinafter referred to collectively as Reload Options, or singularly as a Reload Option. Except where the context indicates to the contrary, the term "Option" or "Options" means ISO's, NSO's and Reload Options. 3. AMOUNT OF STOCK. The aggregate number of shares of Stock which may be purchased pursuant to the exercise of Options or awarded hereunder shall be One Million (1,000,000) shares. Of this amount, the Board or the Stock Compensation Committee shall have the power and authority to designate whether any Options so issued shall be ISO's or NSO's, subject to the restrictions on ISO's contained elsewhere herein. If an Option ceases to be exercisable, in whole or in part, the shares of Stock underlying such Option shall continue to be available under this Plan. Further, if shares of Stock are delivered to the Corporation as payment for shares of Stock purchased by the exercise of an Option granted under this Plan, such shares of Stock shall also be available under this Plan. If there is any change in the number of shares of Stock on account of the declaration of stock dividends, recapitalization resulting in stock split-ups, or combinations or exchanges of shares of Stock, or otherwise, the number of shares of Stock available for Awards or purchase upon the exercise of Options, the shares of Stock subject to any Award or Option and the exercise price of any outstanding Option shall be appropriately adjusted by the Board or the Stock Compensation Committee. The Board or the Stock Compensation Committee shall give notice of any adjustments to each Eligible Person granted an Option or Award under this Plan, and such adjustments shall be effective and binding on all Eligible Persons. If because of one or more recapitalizations, reorganizations or other corporate events, the holders of outstanding Stock receive something other than shares of Stock then, upon exercise of an Option or surrender of the awarded Stock, the Eligible Person will receive what the holder would have owned if the holder had surrendered awarded Stock or exercised the Option immediately before the first such corporate event and not disposed of anything the holder received as a result of the corporate event. 4. ELIGIBLE PERSONS. (A) With respect to ISO's, an Eligible Person means any individual who has been employed by the Corporation or by any subsidiary of the Corporation, for a continuous period of at least sixty (60) days.

(B) With respect to NSO's, an Eligible Person means (i) any individual who has been employed by the Corporation or by any subsidiary of the Corporation, for a continuous period of at least sixty (60) days, (ii) any director of the Corporation or any subsidiary of the Corporation or (iii) any consultant or advisor of the Corporation or any subsidiary of the Corporation. (C) With respect to Awards, an Eligible Person means any director of the Corporation or any subsidiary of the Corporation. 5. GRANT OF OPTIONS AND AWARDS. (A) The Board or the Stock Compensation Committee has the right to issue the Options and Awards established by this Plan to Eligible Persons. The Board or the Stock Compensation Committee shall follow the procedures prescribed for it elsewhere in this Plan. A grant of Options or Awards shall be set forth in a writing signed on behalf of the Corporation or by a majority of the members of the Stock Compensation Committee. In the case of an Option, the writing shall identify whether the Option being granted is an ISO or an NSO and shall set forth the terms which govern the Option. The terms shall be determined by the Board or the Stock Compensation Committee, and may include, among other terms, the number of shares of Stock that may be acquired pursuant to the exercise of the Options, when the Options may be exercised, the period for which the Option is granted and including the expiration date, the effect on the Options if the Eligible Person terminates employment, whether the Eligible Person may deliver shares of Stock to pay for the shares of Stock to be purchased by the exercise of the Option and any vesting provisions applicable to the options. However, no term shall be set forth in the writing which is inconsistent with any of the terms of this Plan. The terms of an Award or Option granted to an Eligible Person may differ from the terms of an Award or Option granted to another Eligible Person, and may differ from the terms of an earlier Award or Option granted to the same Eligible Person, including terms relative to change of control. (B) To the extent any Option terminates, expires or lapses under the terms of any applicable vesting provision, any shares of Stock subject to the Option will be available for the grant of any other Award or Option under this Plan. (C) In order to assure the viability of Awards or Options granted under this Plan to Eligible Persons who are employees of the Corporation located in foreign countries, the Board or Stock Compensation Committee may provide such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. 6. AWARD AND OPTION PRICES. An Award or Option price per share shall be determined by the Board or the Stock Compensation Committee at the time any Award or Option is granted, and shall be not less than (A) except in the case of an ISO granted to a ten percent or greater shareholder, the fair market value, (B) in the case of an ISO granted to a ten percent or greater stock- holder, 110% of the fair market value, (C) in the case of an NSO, not less than 75% of the fair market value (but in no event less than the par value) of one share of Stock on the date the Option is granted, as determined by the Board or the Stock Compensation Committee. (D) In the case of an Award, not less than 75% of the fair market value (but in no event less than the par value) of one share of Stock on the date the Award is granted, as determined by the Board or the Stock Compensation Committee.

(E) Fair market value as used herein shall be not less than: (i) If shares of Stock shall be traded on an exchange or over-the-counter market, the mean between the high and low sales prices of Stock on such exchange or over-the-counter market on which such shares shall be traded on that date, or if such exchange or over-the-counter market is closed or if no shares shall have traded on such date, on the last preceding date on which such shares shall have traded. (ii) If shares of Stock shall not be traded on an exchange or over-the-counter market, the value as determined by a recognized appraiser as selected by the Board or the Stock Compensation Committee. 7. PURCHASE OF SHARES ON EXERCISE OF OPTIONS AND AWARD OBLIGATIONS. An Option shall be exercised by the tender to the Corporation of the full purchase price of the Stock with respect to which the Option is exercised and written notice of the exercise. The purchase price of the Stock shall be in United States dollars, payable in cash or by check, or in property or Corporation stock, if so permitted by the Board or the Stock Compensation Committee in accordance with the discretion granted in Paragraph 5 hereof, having a value equal to such purchase price. The Corporation shall not be required to issue or deliver any certificates for shares of Stock awarded or purchased upon the exercise of an Option prior to (A) if requested by the Corporation, the filing with the Corporation by the Eligible Person of a representation in writing that it is the Eligible Person's then present intention to acquire the Stock being purchased for investment and not for resale, and/or (B) the completion of any registration or other qualification of such shares under any government regulatory body, which the Corporation shall determine to be necessary or advisable. 8. GRANT OF AWARDS. (A) The Board may grant each employee or non-employee Director, upon first being appointed or elected to the Board of Directors, ___________ (________) shares of Stock and/or Options to purchase _______________ (____________) shares of Stock (or such higher number of shares and/or Options to purchase shares as determined by the Board or Stock Compensation Committee for recruitment purposes), which Options to purchase shares shall be NSO's regardless of the employment status of the Director of the Company. (B) Following the annual meeting of the Stockholders each year, the Board may grant each employee or nonemployee Director, upon first being appointed or elected to the Board of Directors, ___________ (________) shares of Stock and/or Options to purchase _______________ (____________) shares of Stock (or such higher number of shares and/or Options to purchase shares as determined by the Board or Stock Compensation Committee for recruitment purposes), which Options to purchase shares shall be NSO's regardless of the employment status of the Director of the Company. 9. $100,000 PER YEAR LIMITATION. (A) In general. To the extent that the aggregate fair market value of Stock with respect to which ISO's (determined without regard to this subsection) are exercisable for the first time by any individual during any calendar year (under all plans of the Corporation and its parent and subsidiary corporations) exceeds $100,000, such options shall be treated as options which are not ISO's.

(B) Ordering Rule. Subparagraph (A) of this section shall be applied by taking options into account in the order in which they were granted. (C) Determination of fair market value. For purposes of subparagraph (A) of this section, the fair market value of any Stock shall be determined as of the time the option with respect to such Stock is granted. 10. GRANT OF RELOAD OPTIONS. In granting an Option under this Plan, the Board or the Stock Compensation Committee may include a Reload Option provision therein, subject to the provisions set forth in Paragraphs 22 and 23 herein. A Reload Option provision provides that if the Eligible Person pays the exercise price of shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload Option (the "Original Option") by delivering to the Corporation shares of Stock already owned by the Eligible Person (the "Tendered Shares"), the Eligible Person shall receive a Reload Option which shall be a new Option to purchase shares of Stock equal in number to the tendered shares. The terms of any Reload Option shall be determined by the Board or the Stock Compensation Committee consistent with the provisions of this Plan. 11. STOCK COMPENSATION COMMITTEE. The Stock Compensation Committee may be appointed from time to time by the Corporation's Board of Directors. The Board may from time to time remove members from or add members to the Stock Compensation Committee. The Stock Compensation Committee shall be constituted so as to permit the Plan to comply in all respects with the provisions set forth in Paragraph 21 herein. The members of the Stock Compensation Committee may elect one of its members as its chairman. The Stock Compensation Committee shall hold its meetings at such times and places as its chairman shall determine. A majority of the Stock Compensation Committee's members present in person shall constitute a quorum for the transaction of business. All determinations of the Stock Compensation Committee will be made by the majority vote of the members constituting the quorum. The members may participate in a meeting of the Stock Compensation Committee by conference telephone or similar communications equipment by means of which all members participating in the meeting can hear each other. Participation in a meeting in that manner will constitute presence in person at the meeting. Any decision or determination reduced to writing and signed by all members of the Stock Compensation Committee will be effective as if it had been made by a majority vote of all members of the Stock Compensation Committee at a meeting which is duly called and held. 12. ADMINISTRATION OF PLAN. In addition to granting Awards and Options and to exercising the authority granted to it elsewhere in this Plan, the Board or the Stock Compensation Committee is granted the full right and authority to interpret and construe the provisions of this Plan, promulgate, amend and rescind rules and procedures relating to the implementation of the Plan and to make all other determinations necessary or advisable for the administration of the Plan, consistent, however, with the intent of the Corporation that Options granted or Stock awarded pursuant to the Plan comply with the provisions of Paragraph 22 and 23 herein. All determinations made by the Board or the Stock Compensation Committee shall be final, binding and conclusive on all persons including the Eligible Person, the Corporation and its stockholders, employees, officers and directors and consultants. No member of the Board or the Stock Compensation Committee will be liable for any act or omission in connection with the administration of this Plan unless it is attributable to that member's willful misconduct. 13. PROVISIONS APPLICABLE TO ISO's. The following provisions shall apply to all ISO's granted by the Board or the Stock Compensation Committee and are incorporated by reference into any writing granting an ISO: (A) An ISO may only be granted on or before December 31, 2005.

(B) An ISO may not be exercised after the expiration of six (6) years from the date the ISO is granted. (C) The Option price may not be less than the fair market value of the Stock at the time the ISO is granted. (D) An ISO is not transferrable by the Eligible Person to whom it is granted except by will, or the laws of descent and distribution, and is exercisable during his or her lifetime only by the Eligible Person. (E) If the Eligible Person receiving the ISO owns at the time of the grant stock possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation (as those terms are defined in the Code), then the Option price shall be at least 110% of the fair market value of the Stock, and the ISO shall not be exercisable after the expiration of five (5) years from the date the ISO is granted. (F) Even if the shares of Stock which are issued upon exercise of an ISO are sold within one (1) year following the exercise of such ISO so that the sale constitutes a disqualifying disposition for ISO treatment under the Code, no provision of this Plan shall be construed as prohibiting such a sale. (G) The Plan was adopted by the Corporation on December 9, 1999, by virtue of its approval by the Corporation's Board of Directors. Approval by the stockholders of the Corporation is to occur prior to December 8, 2000. 14. DETERMINATION OF FAIR MARKET VALUE. In granting ISO's, NSO's or Awards under this Plan, the Board or the Stock Compensation Committee shall make a good faith determination as to the fair market value of the Stock at the time of granting the ISO, NSO or Award. 15. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be obligated to sell or issue any shares of Stock pursuant to an Award or the exercise of an Option unless the Stock with respect to which the Option is being exercised is at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended, and any other applicable laws, rules and regulations. The Corporation may condition issuance of Stock pursuant to an Award or the exercise of an Option granted in accordance herewith upon receipt from the Eligible Person, or any other purchaser thereof, of a written representation that at the time of such Award or exercise it is his or her then present intention to acquire the shares of Stock for investment and not with a view to, or for sale in connection with, any distribution thereof; except that, in the case of a legal representative of an Eligible Person,"distribution" shall be defined to exclude distribution by will or under the laws of descent and distribution. Prior to issuing any shares of Stock pursuant to an Award or the exercise of an Option, the Corporation shall take such steps as it deems necessary to satisfy any withholding tax obligations imposed upon it by any level of government. 16. EXERCISE IN THE EVENT OF DEATH OF TERMINATION OF EMPLOYMENT, DIRECTORSHIP OR CONSULTANCY. (A) If an optionee shall die (i) while an employee, Director or acting as a consultant of the Corporation or a Subsidiary or (ii) within three (3) months after termination of his employment, directorship or consultancy with the Corporation or a Subsidiary because of his disability, or retirement or otherwise, his Options may be exercised, to the extent that the optionee shall have been entitled to do so on the date of his death or such termination of employment, directorship or consultancy, by the person or persons to whom the optionee's right under the Option pass by will or applicable law, or if no such person has such right, by his executors or administrators, at any time, or from time to time. In the event of termination of employment, directorship or

consultancy because of his death while an employee, director or consultant under this subsection, his Options may be exercised not later than the expiration date specified in Paragraph 5 or one (1) year after the optionee's death, whichever date is earlier. (B) If an optionee's employment by the Corporation or a Subsidiary, his directorship or consultancy shall terminate because of his disability and such optionee has not died within the following three (3) months, he may exercise his Options, to the extent that he shall have been entitled to do so at the date of the termination of his employment, directorship or consultancy, at any time, or from time to time, but not later than the expiration date specified in Paragraph 5 hereof or one (1) year after termination of employment, directorship or consultancy, whichever date is earlier. (C) If an optionee's employment, directorship or consultancy shall terminate by reason of his retirement in accordance with the terms of the Corporation's tax-qualified retirement plans or with the consent of the Board or the Stock Compensation Committee or involuntarily other than by termination for cause, and such optionee has not died within the following three (3) months, he may exercise his Option to the extent he shall have been entitled to do so at the date of the termination of his employment, directorship or consultancy at any time and from time to time, but not later than the expiration date specified in Paragraph 5 hereof or ninety (90) days after termination of employment, directorship or consultancy, whichever date is earlier. (D) If an optionee's employment, directorship or consultancy shall terminate for any reason other than death, disability, retirement, or for cause, the optionee may exercise his Option to the extent he shall have been entitled to do so at the date of the termination of his employment, directorship or consultancy at any time and from time to time, but not later than the expiration date specified in Paragraph 5 hereof or thirty (30) days after termination of employment, directorship or consultancy, whichever is earlier. (E) If the optionee's employment, directorship or consultancy shall terminate for cause, all rights to exercise his Option shall terminate at the date of such termination of employment, directorship or consultancy. (F) For purposes of this Paragraph 16, termination for cause shall mean termination of employment, directorship or consultancy by reason of the optionee's commission of a felony, fraud or willful misconduct which has resulted, or is likely to result, in substantial and material damage to the Corporation or a Subsidiary, all as the Board or the Stock Compensation Committee in its sole discretion may determine, and in the case of a Director, any other definition of cause contained within the Corporation's Articles or Bylaws then in effect. 17. CORPORATE EVENTS. (A) Upon a "change in control" of the Corporation as defined herein, the Corporation will pay to the Eligible Person in cash, an amount equal to the number of shares exercisable under an Opinion or Options granted to Eligible Persons up to the date the change in the control of the Corporation occurs, whether such Options are vested, not vested or exercised, multiplied by the highest closing sale price of a share of the Corporation's Stock quoted during the 30-day period immediately preceding the date the change in control occurs on the composite tape for shares listed on the New York Stock Exchange; or if such shares are not quoted on the composite tape of the New York Stock Exchange, the highest closing sale price quoted during such period on the principal United States Securities Exchange registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which such shares are listed; or if such shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the 30-day period preceding the date the change of control occurs on the National Association of Securities Dealers, Inc., automated quotation system or any similar system thin in general use; or if no such quotations are available, the fair market value of a share on the date the

by a majority of disinterested directors, such amount being hereafter referred to as "Termination Option Payment". The Termination Option Payment will be paid to the Eligible Person within sixty (60) days after the change in control occurs and also will include an additional amount equal to: (i) any excise tax imposed on the Eligible Person under the Internal Revenue Code by reason of Eligible Person's receipt of the Termination Options Payment above; plus (ii) a gross-up payment to reflect any federal, state or local income tax or other taxes imposed on the Eligible Person by reason of the Eligible Person's receipt of the above Termination Option Payment. (B) For purposes of this Plan; "change of control" means any of the following: (i) any merger of the Corporation in which the Corporation or a wholly owned subsidiary of the Corporation is not the continuing or surviving entity, or pursuant to which Stock would be converted to cash, securities or other property, other than a merger of the Corporation in which holders of the Corporation's Stock immediately prior to the merger have the same proportionate ownership of beneficial interest of Stock or other voting securities of the surviving entity immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one (1) transaction or a series of related transactions) of assets or earning power aggregating more than 40% of the assets or earning power of the Corporation and its subsidiaries (taken as a whole), other than pursuant to saleleaseback, structured finance or other form of financing transaction; (iii)any plan or proposal for liquidation of dissolution of the Corporation that the Shareholders shall approve; (iv) any person (as such term is defined in Section 13 (d) and 14(d) of the Exchange Act), other than any current Shareholder of the Corporation or affiliate thereof or any employee benefit plan of the Corporation or nay subsidiary of the Corporation or any entity holding shares of capital stock of the Corporation for or pursuant to the terms of any such employee benefit plan in its role as an agent or trustee for such plan, shall become the beneficial owner (within the meaning of Rule 13(d)(3) under the Exchange Act) of 20% or more of the Corporation's outstanding Stock; or (v) during any period of two (2) consecutive years, individuals who at the beginning of such period shall fail to constitute a majority thereof, unless the election, or the nomination for election by the Corporation's Shareholders, of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of the period. (C) Adjustments. The number of shares awarded or exercisable under an Option shall be subject to adjustment in accordance with the provisions of this Subsection (C). (i) Adjustments for Stock Splits and Combinations. If the Corporation shall at any time from time to time after the date of an Award or Option is granted, effect a stock split of the outstanding Stock, the applicable number of shares in effect immediately prior to the combination shall be proportionately increased. Any adjustment under this Subsection (C)(i) shall be effective at the close of business on the date the stock split or combination occurs. (ii) Adjustments for Certain Dividends and Distributions If the Corporation shall at any time or from time after the date an Award or Option is granted, make or issue or set a record date for the determination of holders of Stock entitled to receive a dividend or other distribution payable in

shares of Stock, then, and in each event, the applicable number of shares in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying as applicable, the applicable number of shares then in effect by a fraction; (a) the numerator of which shall be the total number of shares of Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (b) the denominator of which shall be the total number of shares of Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Stock issuable in payment of such dividend or distribution. (iii) Adjustment for Other Dividends and Distributions. If the Corporation shall at time or from time to time after the date an Award or Options is granted, make or issue or set a record date for the determination of holders of Stock entitled to receive a dividend or other distribution payable in other than shares of Stock, then, and in each event, an appropriate revision to the number of shares shall be made and provision shall be made (by adjustments of the number of shares or otherwise) so that the Eligible Person shall receive, in addition to the number of shares of Stock, the number of shares of additional Stock which they would have received as any other holder and, in the case of Options, the number of additional shares of Stock which they would have received if the Option had been exercised prior to such event, giving application to all adjustments called for during such period under this Subsection (C)(iii) with respect to the rights of the Eligible Person under this Plan. (iv) Adjustment for Reclassification, Exchange or Sub- stitution. If the Common Stock at any time or form time to time after the date an Award or Option is granted shall be changed into the same or different number of shares of any class or classes of stock, whether by reclassification, exchanged, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Subsections (C)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Subsection (C)(v)), then and in each event, an appropriate revision to the numbers of shares shall be made and provisions shall be made (by adjustments of the number of shares of otherwise) so that the Eligible Person shall have the right thereafter to convert their shares or options into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by the Eligible Person of the number of shares of Stock into which such shares or Options, if such Options had been exercised prior to such event, might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. (v) Adjustment for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the date an Award or Option is granted there shall be a capital reorganization of the Corporation (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Subsection (C)(i), (ii) and (iii), or reclassification, exchange or substitution of shares provided for in Subsection (C)(iv)), or a merger or consolidation of the Corporation with or into another corporation, or the sale of all substantially all of the Corporation's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the number of shares shall be made and provision shall be made (by adjustments of the number of shares or otherwise) so that the Eligible Person shall have the right thereafter to convert their shares or Options into the kind and amount of shares of stock and other securities or property of the Corporation or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such

case, appropriate adjustment shall be made in the application of the provisions of this Subsection(C)(v) with respect to the rights of the Eligible Person after the reorganization, merger, consolidation, or sale to the end that the provisions of this Subsection (C)(v) (including any adjustment in the applicable number of share then in effect and the number of shares of Stock or other securities deliverable upon exercise of ht Option) shall be applied after that event in as nearly an equivalent manner as may be practicable. (D) Further, in the event of an adjustment pursuant to subsection (C) of this Clause 17, the Corporation shall not be obligated to issue any fractional shares and the Board or Stock Compensation Committee shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate. 18. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan or in writing granting an Award or Option will confer upon any Eligible Person the right to continue in the employ of the Eligible Person's employer, or will interfere with or restrict in any way the right of the Eligible Person's employer to discharge such Eligible Person at any time for any reason whatsoever, with or without cause. 19. NONTRANSFERABILITY. No Option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution. During the lifetime of the optionee, an Option shall be exercisable only by him. 20. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a stockholder with respect to any shares subject to his Option prior to the date of issuance to him of a certificate or certificates for such shares. 21. AMENDMENT AND DISCONTINUANCE OF PLAN. The Corporation's Board of Directors may amend, suspend or discontinue this Plan at any time. However, no such action may prejudice the rights of any Eligible Person who has prior thereto been granted Awards or Options under this Plan. Further, no amendment to this Plan which has the effect of (a) increasing the aggregate number of shares of Stock subject to this Plan (except for adjustments pursuant to Paragraph 17(C) herein), or (b) changing the definition of Eligible Person under this Plan, may be effective unless and until approval of the stockholders of the Corporation is obtained in the same manner as approval of this Plan is required. The Corporation's Board of Directors is authorized to seek the approval of the Corporation's stockholders for any other changes it proposes to make to this Plan which require such approval, however, the Board of Directors may modify the Plan, as necessary, to effectuate the intent of the Plan as a result of any changes in the tax, accounting or securities laws treatment of Eligible Persons and the Plan, subject to the provisions set forth in this Paragraph 21, and Paragraphs 22 and 23. 22. COMPLIANCE WITH RULE 16b-3. This Plan is intended to comply in all respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to participants who are subject to Section 16 of the Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3 shall be deemed null and void to the extent appropriate by either the Stock Compensation Committee or the Corporation's Board of Directors. 23. COMPLIANCE WITH CODE. The aspects of this Plan on ISO's is intended to comply in every respect with Section ss.422 of the Code and the regulations promulgated thereunder. In the event any future statute or regulation shall modify the existing statute, the aspects of this Plan on ISO's shall be deemed to incorporate by reference such modification. Any stock option agreement relating to any Option granted pursuant to this Plan outstanding and unexercised at the time any modifying statute or regulation becomes effective shall also be

deemed to incorporate by reference such modification and no notice of such modification need be given to optionee. If any provision of the aspects of this Plan on ISO's is determined to disqualify the shares purchasable pursuant to the Options granted under this Plan from the special tax treatment provided by Code Section ss.422, such provision shall be deemed null and void and to incorporate by reference the modification required to qualify the shares for said tax treatment. 24. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant of Awards, the grant and exercise of Options, and the obligation of the Corporation to sell and deliver Stock under such Awards and Options, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. The Corporation shall not be required to issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange or over-the- counter market on which the Stock may then be listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any ruling or regulation of any government body which the Corporation shall, in its sole discretion, determine to be necessary or advisable. Moreover, no Option may be exercised if its exercise or the receipt of Stock pursuant thereto would be contrary to applicable laws. (C) Until registered under the Securities Act of 1933, as amended (the "Act"), all Stock granted as an Award, any Option granted or any Stock issued upon exercise of an Option, shall be a "restricted" security as defined in Rule 144 promulgated under the Act and shall bear the following legend: (i) As to Shares: "The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement for the shares under the Securities Act of 1933, or a prior opinion of counsel satisfactory to the issuer, that registration is not required under the Act." (ii) As to Options: "This Option and the securities issuable upon the exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable state law and may not be sold, transferred or otherwise disposed of unless registered under the Act and any applicable state act or unless the issuer receives an opinion from counsel for the holder and is satisfied that this Option and the underlying securities may be transferred without registration under the Act" 25. DISPOSITION OF SHARES. In the event any share of Stock acquired by an Award or an exercise of an Option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution within one (1) year of the date such Option or Award was granted or within one (1) year after the transfer of such Stock pursuant to such exercise, the optionee shall give prompt written notice thereof to the Corporation or the Stock Compensation Committee. 26. NAME. The Plan shall be known as the "IPVoice.com 2000 Stock Option Plan."

27. NOTICES. Any notice hereunder shall be in writing and sent by certified mail, return receipt requested or by facsimile transmission (with electronic or written confirmation of receipt) and when addressed to the Corporation shall be sent to it at its office, 5050 North 19th Avenue, Suite 416, Phoenix, AZ 85015 and when addressed to the Committee shall be sent to it at the above address subject to the right of either party to designate at any time hereafter in writing some other address, facsimile number or person to whose attention such notice shall be sent. 28. HEADINGS. The headings preceding the text of Sections and subparagraphs hereof are inserted solely for convenience of reference, and shall not constitute a part of this Plan nor shall they affect its meaning, construction or effect. 29. EFFECTIVE DATE. This Plan was adopted by the Board of Directors of the Corporation on December 8, 2000, approved by the shareholders on December 8, 2000 and shall be effective on January 1, 2000. Dated as of ___________________.
By: /s/ James Howson --------------------James Howson, Chairman of the Board By:/s/ Anthony Welsh ---------------------Anthony Welsh, Secretary

ARTICLE 5 CIK: 0001092083 NAME: IPVoice.com, Inc. MULTIPLIER: 1 CURRENCY: U.S. Currency

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 mos Dec 31 1998 Jan 01 1999 Dec 31 1999 1 98,592 0 108,100 0 7,586 256,348 418,083 (40,528) 633,903 1,551,739 0 0 1 16,423 (917,836) 633,903 321,279 15,845 0 305,434 1,897,084 0 (64,387) (1,973,834) 0 0 0 0 0 (1,973,834) (0.13) 0