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.



<PAGE>



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.



<PAGE>



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.


<PAGE>



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




<PAGE>



                                    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.




<PAGE>



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        Purchase    Ship       Date         Quote
Person       Order       Via        Shipped      Date
-------      -------     -----      -------      --------
House                                            1/17/99

<TABLE>
<S>       <C>        <C>                          <C>         <C>          <C>
          Part                                                Unit         Extended
          Number     Description                  Quanitiy    Price        Price
          ---------  ----------------------       --------    -----------  --------------
1                    Nuvo 299 chasis, AC            3           6,648.00      19,944.00
2                    4T1 Kit (3 Cards)              3          26,568.00      79,704.00
3                    Channels (24 per T1)          88              50.00      14,400.00
4                    Digi Port Server 8 w/Rack      2           1,400.00       2,800.00
--------  ---------  ---------------------------- ---------  ------------- --------------
                                                                           $ 116,848.00
5                    Sales Tax @ 8.14%                                         9,639.96
6                    Installation                   2             800.00       1,600.00
7                    Airfare (for LA only)                        300.00         300.00
                     Total                                                 $ 128,387.96

                                                  Shipping                       700.00

                                                  Total Amount Due         $ 129,087.96
</TABLE>



<PAGE>



                                Technology*s Edge
                           From Martin-Williams, Inc.


Proposal for CALL PLUS                                                   Page 1
Proposal No.  6773                                          09/10/99
Requested by Bret Deemer
Prepared by Marty Troup

<TABLE>
<S>                                           <C>         <C>           <C>
                                              Qty         Unit Price    Ext Price

12 PORT SWITCH
     3com 3300 10/100 12 port switch          1.0          1235.00       1235.00
             Total for 12 PORT SWITCH                                    1235.00
RPS UPGRADE
3com RPS chassis                              1.0           590.00        590.00
3com RPS module 100w                          2.0           220.00        440.00
3com Y cable                                  1.0            84.00         84.00

                                              Total for RPS UPGRADE      1114.00

                                              PROPOSAL SUBTOTAL          2349.00

                                              TOTAL SALES TAX             182.04

                                              *GRAND TOTAL*              2531.04
</TABLE>






<PAGE>



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:

<TABLE>
<S>     <C>         <C>       <C>
Month   Prin        Int       Balance
Feb     1367.97     1974.28   130251.03
Mar     1388.49     1953.77   128862.54
Apr     1409.32     1932.94   127453.22
May     1430.46     1911.80   126022.76
Jun     1451.92     1890.34   124570.84
Jul     1473.69     1868.56   123097.15
Aug     1495.80     1846.46   121601.35
Sep     1518.24     1824.02   120083.11
Oct     1541.01     1801.25   118542.10
Nov     1564.13     1778.13   116977.97
Dec     1587.59     1754.67   115390.38
</TABLE>

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





<PAGE>



For Calender Year 2001 (Year 2, 4 left)

<TABLE>
<S>     <C>         <C>       <C>
Month   Prin        Int       Balance
Jan     1611.40      1730.86  113778.98
Feb     1635.57      1706.68  112143.41
Mar     1660.11      1682.15  110483.30
Apr     1685.01      1657.25  108798.29
May     1710.28      1631.97  107088.01
Jun     1735.94      1606.32  105352.07
Jul     1761.98      1580.25  103590.10
Aug     1788.41      1553.85  101801.69
Sep     1815.23      1527.03   99986.46
Oct     1842.46      1499.80   98144.00
Nov     1870.10      1472.16   96273.90
Dec     1898.15      1444.11   94376.75
</TABLE>

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

-------------------------------------------------------------------------------

For Calender Year 2002(Year 3, 3 left)

<TABLE>
<S>     <C>         <C>       <C>
Month   Prin        Int       Balance
Jan     1926.62     1415.64   92449.13
Feb     1955.52     1386.74   90493.61
Mar     1984.85     1357.40   88508.76
Apr     2014.63     1327.63   86494.13
May     2044.85     1294.41   84449.28
Jun     2075.52     1266.74   82373.77
Jul     2106.65     1235.61   80267.12
Aug     2138.25     1204.01   78128.86
Sep     2170.32     1171.93   75958.54
Oct     2202.88     1139.38   73755.66
Nov     2235.92     1106.33   71519.74
Dec     2269.46     1072.80   69250.28
</TABLE>

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









<PAGE>


For Calender Year 2003 (Year 4, 2 left)

<TABLE>
<S>     <C>         <C>       <C>
Month   Prin        Int       Balance
Jan     2303.50     1038.75   66946.77
Feb     2338.06     1004.20   64608.72
Mar     2373.13      969.13   62235.59
Apr     2408.72      933.53   59826.87
May     2444.85      897.40   57382.01
Jun     2481.53      860.73   54900.48
Jul     2518.75      823.51   52381.73
Aug     2556.53      785.73   49825.20
Sep     2594.88      747.38   47230.32
Oct     2633.80      708.45   44596.52
Nov     2673.31      688.95   41923.21
Dec     2713.41      628.85   39209.80
</TABLE>

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

-------------------------------------------------------------------------------

For Calender Year 2004 (Year 5, 1 left)

<TABLE>
<S>     <C>         <C>       <C>
Month   Prin        Int       Balance
Jan      2754.11     588.15   36455.69
Feb      2795.42     546.84   33660.27
Mar      2837.35     504.90   30822.92
Apr      2879.91     462.34   27943.00
May      2923.11     419.15   25019.89
Jun      2966.96     375.30   22052.93
Jul      3011.46     330.79   19041.47
Aug      3056.64     285.62   15984.83
Sep      3102.49     239.77   12882.35
Oct      3149.02     193.24    9733.32
Nov      3244.20      98.06    3292.86
Dec      3244.20      98.06    3292.86
</TABLE>

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







<PAGE>


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








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