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



<PAGE>



secrets and other intellectual  property rights ("NMS Pre-existing  Technology")
whether or not such NMS Pre-existing  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


<PAGE>



(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        IPVoice.com. Inc.
 100 Crossing Boulevard                  5050 North 1 9th Avenue
 Framingham, MA 01702                    Suite4l6
 Attn: CFO                               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.




<PAGE>


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            IPVoice.com, Inc.

By:/s/ Tim Greer                            By: /s/ Barbara S.  Will
--------------------------                  ------------------------------
Name: Tim Greer                             Name: Barbara S.  Will
Title:      VP American Sales               Title: President and COO
Date:       Oct 22, 1999                    Date: October 8, 1999




<PAGE>



                                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.




<PAGE>



2.   PROJECT MANAGERS

          NMS Project Manager:           Gerard Boyer

          Customer Project Manager:      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            (Customer)

By: /s/ Tim Geer                            By:/s/ Barbara S.  Will
-------------------------------             --------------------------------
Name: Tim Geer                              Name: Barbara s.  Will
Title:VP Sales America                      Title: President and COO
Date:Oct 22, 1999                           Date: October 8, 1999




<PAGE>




IPVoice..com, Inc.                                  Purchase Order No. 99-01202
5050 N. 19thAve.~ Ste. 417/416
Phoenix, AZ 85015
602-3354231             fax 602-335-1577

----------------------------------------------------------PURCHASE ORDER--------
Vendor:                                           Ship To:
Name        Natural MicroSystems                  Name:     IPVC
Address     100 Crossing Blvd.                    Address
City        Framingham   St MA    ZIP   01702     City             St       ZIP
Phone                                             Phone


Qty    Units    Description                         Unit Price       Total

1               Professional Services Agreement     $ 19,200         $ 19,200.00
                Dated October 8, 1999
                                                          Sub Total  $ 19,200.00
                                                Shipping & Handling
                                                        Taxes/State
                                                              Total  $ 19,200.00

            Payment Details
            _Check
            _Cash
            _Account No.:
            _CreditCard
Name:
CC#
Exp Date:

            Shipping Date:

            Approval                           Date         12/2/99
                                               Order No     10/8/99
                                               Sales Rep
                                               Ship Via

            Notes/Remarks