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.


<PAGE>



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.



<PAGE>


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.





<PAGE>




                                   Schedule A
                        Equipment List and Scope of Work


EQUIPMENT:              Vodavi Infinite DVX Plus II Telephone System

CONFIGURATION:          Capacity                108 Ports
                        Carded                  12 Lines and 24 Stations
                        Working                 8 Lines and 12 Stations

Qty         Description                                          Part #

1           Vodavi DVX Plus II KSU Basic Cabinet                 IN 9000-00
2           Vodavi DVX Plus II 6 Line CO Boards                  IN 8031-00
1           Vodavi DVX Plus II 24 Station Board                  IN 8032-40
1           Vodavi DVX Power Supply                              IN 8071-20
11          Vodavi 24 Button Executive Display Speaker Phone     IN 9013-71
1           Vodavi 8 Button Speaker Phone                        IN 9015-71
1           Vodavi DSS Operator's Console                        IN 9010-71
1           Vodavi TaIkPath 4 port Voice Mail System             IN 303-04
1           Battery Back-up Unit                                 VC6I 101
1           Musicon Hold Unit                                             -
12          Cabling and Jacks-Phone                                       -
1           Cabling and Jacks-Fax                                         -
1           One Free Programming Change within 30 Days                    -
1           Installation and Programming                                  -
1           12 Month Labor and Equipment Warranty                         -
1           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













<PAGE>



                            Telephone System Proposal


LOCATION:                           IPVoice
                            5050 North 19th Ave #416
                                    Phoenix, AZ

CONTACT:                            Bud
                                    602.335.1231

EQUIPMENT:              Vodavi Infinite DVX Plus II Telephone System

CONFIGURATION:            Capacity                108 Ports
                          Carded                  12 Lines and 24 Stations
                          Working                 8 Lines and 12 Stations

Qty         Description                                            Part #

1           Vodavi DVX Plus II KSU Basic Cabinet                   IN 9000-00
2           Vodavi DVX Plus II 6 Line CO Boards                    IN 8031-00
1           Vodavi DVX Plus II 24 Station Board                    IN 8032-40
1           Vodavi DVX Power Supply                                IN 8071-20
11          Vodavi 24 Button Executive Display Speaker Phone       IN 9013-71
1           Vodavi 8 Button Speaker Phone                          IN 9015-71
1           Vodavi DSS Operator's Console                          IN 9010-71
1           Vodavi TaIkPath 4 port Voice Mail System               IN 303-04
1           Battery Back-up Unit                                   VC6I 101
1           Musicon Hold Unit                                               -
12          Cabling and Jacks-Phone                                         -
1           Cabling and Jacks-Fax                                           -
1           One Free Programming Change within 30 Days                      -
1           Installation and Programming                                    -
1           12 Month Labor and Equipment Warranty                           -
1           On Site Training and Users Guides                               -

               System Investment:                           $  11,915.00

                                    The price is subject to Sales Tax





<PAGE>



EQUIPMENT LEASE AGREEMENT

Lessee                                    Supplier
-----------------                         ---------------------
Name      IPVoice.com, Inc.               Name    Savings Communications, Inc.
Address   5050 N. 19th Ave. #416/417      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.                                              $    13,000.00

Term (In  Months) 48

Frequency of Payments      [x] Monthly  [ ] Quarterly  [ ] Annually  [ ] Other

Amount of Rent Payment (plus applicable sales or use tax)      $374.52

Initial Payment (check for this amount must accompany lease)   $ 877.22

   [x] Doc.  Fee $75.00       [x] First $401.11        [x] Last $ 401.11
   [ ] Deposit  $             [ ] Other    $

Sales Tax (Only if included in Total Cost)                     $

Design, Freight and  Installation                                 $    13,000.00

Total Cost
Additional Terms:

Expiration    %_____
Casualty
Value
------------------

                              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.



<PAGE>



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     /S/BW

SEE REVERSE  SIDE FOR  ADDITIONAL  TERMS AND  CONDITIONS  WHICH ARE PART OF THIS
LEASE

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                      IPVoice.com, Inc.

(Lessor)                                 ---------------------------
By: /s/ Cathy Dirth                     Printed legal name of Lessee Above
-------------------------
                                        By: Barbara S.  Will
                                        --------------------
                                        Barbara Will, President


<PAGE>



                                   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)        Basic Key Service Unit, s/n SBAO 10025

One(1)        Power Supply, s/n SBA010256

One(1)        Digital Interface Service Board-- 24, s/n SBA050132

Two(2)        Loop Start CO Card-- 6, s/n's SBAO5O1S6 & SBA050736

One(1)        Master Processing Board, sin SBAO 50226

One(1)        Miscellaneous Service Board, sin SBA050167

One(1)        8 Button Basic Speaker Phone, sin SBK9 18484

One(1)        DSS Operator Console, s/n SBK912792

One(1)        TalkPath Voice Mail-- 4 Port, s/n POY9I-10544

One(1)        Modem Unit, s/n SBG95 1530

One(1)        Music On Hold Unit

One(1)        Battery Backup Supply
              13CAT 3Cable Runs
              I4CAT SCable Runs
              24 Port Patch Panel

LESSEE:                 IPVOICE.COM, INC.


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

DATE:   12/29/99




<PAGE>



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.                                              $    13,000.00

Term (In  Months) 48

Frequency of Payments      [x] Monthly  [ ] Quarterly  [ ] Annually  [ ] Other

Amount of Rent Payment (plus applicable sales or use tax)      $374.52

Initial Payment (check for this amount must accompany lease)   $ 877.22

   [x] Doc.  Fee $75.00       [x] First $401.11        [x] Last $ 401.11
   [ ] Deposit  $             [ ] Other    $

Sales Tax (Only if included in Total Cost)                     $

Design, Freight and  Installation                                 $    13,000.00

Total Cost
Additional Terms:

Expiration    %_____
Casualty
Value
------------------
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






<PAGE>


                               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  above-stated,  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:                     WITNESSED:
By: /s/ Barbara S.  Will                  By: /s/ James Borcher
------------------------                  ---------------------
Barbara Will                              James Borcher
----------------------------              ---------------------
Print Name                                Print name of Witness
8027 East La Junta Rd
-----------------------------
Home Address of Guarantor

Scottsdale      Az    85255
----------------------------
City         State       Zip

480-502-3701
---------------------------
Home Telephone



<PAGE>



                             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:






<PAGE>



approved by The Secretary of State of Arizona.       Rev. IO/90
FORM UCC-I  .Space below used by filing office


<TABLE>
<S>                                              <C>
Return copy or recorded original to:             ARIZONA UNIFORM COMMERCIAL CODE
BJ LEASING COMPANY                               FINANCING STATEMENT  Form UCC-1
2355 Griffin Ave., Suite G                       This FINANCING STATEMENT is presented for filing
Enumclaw, WA. 98022                              (recording) pursuant to the Arizona Uniform
                                                 Commercial Code.

1. Debtor(s) (last name first and address):      2. Secured Party(ies) and address:

IPVOICE.COM, INC.                                BJ LEASING COMPANY
5050 N. 19th Ave. #416/417                       2355 Griffin Ave., Suite G
Phoenix, AZ. 85015                               Enumclaw, WA. 98022

3. Name and Address of Assignee of Secured       4. [x] If checked, products of collateral are also covered.
Party(ies):

6. If the collateral is crops, the crops         5. This Financing Statement covers the following types
are growing or to be grown on the                   (or items) of property:
followingdescribed real estate:                     Telephone Equipment more fully described in
                                                    Schedule "A' attached hereto and made
                                                    a part hereof.
</TABLE>

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.                         DATED: 12/30/99
/s/ Barbara S.  Will                      BJ LEASING COMPANY
-----------------------                    /s/ Cathy Dirth
Barbara Will, President                   -----------------
SIGNATURES OF DEBTOR/ASSIGNOR             SIGNATURE OF SECURED PARTY OR ASSIGNEE




Lessor:                 BJ Leasing Company                Lease#      991230
                        2355 Griffin Ave.  Suite G
                        Enumclaw, WA. 98022





<PAGE>



                             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