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:                      OTHER CHARGES & DEPOSITS:
----------------------------------------     -----------------------------------
Monthly Rent:             $     855.00       Security Deposit:          $  00.00
Pet Rent:                 $      00.00       Pet Deposit:               $  00.00
Other:                    $      00.00       Preparation Fee:           $  00.00
                         --------------
                                             Non Refundable Pet Fees    $  00.00
(Concession)             ($      00.00)
Subtotal:                 $     855.00
City Sales Tax:           $      11.12       Utilities
(subject to change)                          Natural Gas paid by owner
                                             Electric Paid by Resident
MONTHLY TOTAL:            $     866.12       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.



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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


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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