<PAGE>   1
                                                                   EXHIBIT 10.58

                           TRAFFIC CARRIAGE AGREEMENT
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          This TRAFFIC CARRIAGE AGREEMENT ("Agreement") is hereby made and
entered into, as of this 31 day of 11 2000 (the Effective Date), by and between
IPVoice.com, Inc. ("Company" or "IPVC"), a corporation organized in the United
States ("U.S.") under the laws of the State of Arizona with its principal
offices located at 7585 East Redfield Road, Suite 202, Scottsdale, AZ 85260,
and DialVoIP Technologies 2000., ("Customer"), a Delaware Corporation with its
principal offices located at 4319 Lakeside Meadow, Missouri City, TX 77459.
Company and Customer are also referred to herein each as a "Party" and
collectively as the "Parties."


                                R E C I T A L S:

          WHEREAS, Company provides intercity transport of telecommunications
traffic with or without local origination and/or termination on a
carrier-to-carrier basis; and

          WHEREAS, Customer provides end-to-end voice and/or data services to
subscribing individuals and/or entities; and

          WHEREAS, Customer desires, pursuant to the terms and conditions set
forth herein, to purchase from Company traffic carriage services and Company is
willing, pursuant to the terms and conditions set forth herein, to provide the
requested services to Customer;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, undertakings, representations and warranties set forth
herein, and subject to the terms and conditions hereof, the Parties hereby agree
as follows:


1.   TRAFFIC CARRIAGE SERVICES

     1.1  Customer hereby orders from Company, and Company hereby agrees to
provide to Customer, at the rates and connectivity in accordance with the terms
and conditions set forth in this Agreement, the Traffic Carriage Services (the
Services) identified on attached Schedules and/or incorporated by reference
herein, which shall include one or more of the following connectivity,
equipment and/or IPVC Gateway requirements:

               (1)  Type I
                    Transport      (i) Receipt of traffic delivered by Customer
                                   ("Customer Traffic") over Customer-provided
                                   transmission facilities ("Interconnection
                                   Facilities") interconnected with:
                                   (a) IPVC switching facility operated and
                                       maintained by Company ("Switching
                                       Facility").
                                   (b) Customer purchase of IPVC Gateway located
                                       at the customers origination and/or
                                       termination site (ii) conversion, as
                                       necessary, by Company of the Customer
                                       Traffic from circuit-switched to
                                       packetized; (iii) delivery of the
                                       Customer Traffic by Company to a
                                       designated Switching Facility, (iv)
                                       conversion, as necessary, by Company of
                                       the Customer Traffic from packetized to
                                       circuit-

                                       1





[* Portions of the document have been omitted and filed separately with the
   Commission under a request for confidential treatment.]


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                           TRAFFIC CARRIAGE AGREEMENT

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<TABLE>
<S>                          <C>

                                   switched; and (v) delivery of the Customer
                                   Traffic by Company to Interconnection
                                   Facilities interconnected with the
                                   terminating Switching Facility. Intercity
                                   transport without origination or termination
                                   shall be referred to herein as Type I
                                   Interconnection Service.


(2)  Type 2
     Transport                (i) Receipt of Customer Traffic delivered by
     (With                    Customer from the public switched telephone
     Origination only):       network ("PSTN") over non-feature group facilities
                              at a local switching node operated and maintained
                              by Company ("Switching Node"); (ii) conversion, as
                              necessary, by Company of the Customer Traffic from
                              circuit-switched to packetized; (iii) delivery of
                              the Customer Traffic by Company over Company's
                              Network to a designated Switching Facility; (iv)
                              conversion, as necessary, of the Customer Traffic
                              by Company from packetized to circuit-switched;
                              and (v) delivery of the Customer Traffic by
                              Company to Interconnection Facilities
                              interconnected with the terminating Switching
                              Facility and/or IPVC customer purchased Gateway.
                              Transport with local origination only shall be
                              referred to herein as Type II Interconnection
                              Service.

(3) Type III
    Transport                 (i) Receipt of Customer Traffic delivered by
    (With                     Customer over Interconnection Facilities
    Termination only):        interconnected with a Switching Facility; (ii)
                              conversion, as necessary, by Company of the
                              Customer Traffic from circuit-switched to
                              packetized; (iii) delivery of the Customer Traffic
                              by Company over the Network to a designated
                              Switching Node; (iv) conversion, as necessary, of
                              the Customer Traffic by Company from packetized to
                              circuit-switched; and (v) delivery of the Customer
                              Traffic by Company over non-feature group
                              facilities to the PSTN for termination at the
                              called party location. Transport with local
                              termination only shall be referred to herein as
                              Type III Interconnection Service.

(4) Type IV
    Transport                 (i) Receipt of Customer Traffic delivered by
    (With                     Customer from the PSTN over non-feature group
    Origination and           facilities at a pre-designated company or
                              customer Switching Node;

</TABLE>

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                           TRAFFIC CARRIAGE AGREEMENT
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                 Terminating    (ii) conversion, and/or purchase of IPVC gateway
                                as necessary, by Company of the Customer Traffic
                                from circuit-switched to packetized; (iii)
                                delivery of the Customer Traffic by Company over
                                the Network to a designated company and/or
                                customer Switching Node, (iv) conversion, and/or
                                purchase of IPVC gateway as necessary, of the
                                Customer Traffic by Company from packetized to
                                circuit-switched; and (v) delivery of the
                                Customer Traffic by Company over non-feature
                                group facilities to the PSTN for termination at
                                the called party location. Transport with both
                                origination and termination shall be referred to
                                herein as Type IV Interconnection Service

     1.2  Set forth on Schedule B (Domestic) or Schedule C (International),
attached hereto and incorporated by reference herein, is a list of the
Switching Facilities by geographic location and a list of the Switching Nodes
with the geographic areas associated therewith in which local origination
and/or local termination services are available (the "Service Areas").

     1.3  Company reserves the right, in its sole discretion, to add and delete
Switching Facilities and Switching Nodes from Schedules B and C, hereto;
provided, however, that Company shall exercise reasonable, good faith efforts
to provide Customer with ninety (90) days' written notice in the event it
deletes a Switching Facility or a Switching Node from the Schedules B and C
lists. Company reserves the right to block or otherwise decline to accept
Customer Traffic originating in or destined for any geographic location other
than a Service Area identified on Schedules B and C.

     1.4  Customer shall gain no right, title or interest in the Switching
Facilities, the Switching Nodes or the Network, and Company shall gain no right,
title or interest in the Interconnection Facilities or software, by virtue of
their performance of their respective obligations under this Agreement.

     1.5  Company may provide the Services to other entities utilizing the
Switching Facilities, the Switching Nodes or the Network, and Customer
acknowledges and agrees that nothing in this Agreement shall be deemed to
prohibit or otherwise limit Company from providing the Services to other
entities utilizing the Switching Facilities, the Switching Nodes or the
Network.

     1.6  The Services ordered hereunder are subject to credit approval. On the
Effective Date, Customer shall complete and submit to Company the credit
application attached hereto as Appendix A.

2.   NETWORK INTERCONNECTION

     2.1  Customer is responsible for all costs associated with the physical
connection of Interconnection Facilities to the IPVC Switching Facilities and
agrees to cooperate with IPVC in the installation, operation, repair and
maintenance of the Interconnection Facilities (Type I Service, Type II Service,
Type III Service and Type IV Service).

     2.2  Circuit capacity, signaling interfaces and format, and other
interconnection specifications for the Interconnection Facilities shall be as
reasonably designated by Company, based on good faith consultation with
Customer, reflective of Company's reasonable judgment regarding the most
efficient and cost effective manner of transporting the Customer Traffic.
Company shall provide Customer with such quantities of ports in the Switching
Facilities as Customer shall reasonably request up to the


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                           TRAFFIC CARRIAGE AGREEMENT

maximum number of ports listed on Schedule A hereto. Company may from time to
time, but is not obligated to, unilaterally increase the maximum number of ports
available to Customer.

     2.3  Except as expressly provided otherwise herein, Company shall be solely
responsible for, and shall bear the entire cost of, interconnecting the Network
and the Switching Nodes with the PSTN within the Service Areas so as to provide,
as appropriate, origination and/or termination of Customer Traffic in
conjunction with Type II Service, Type III Service and Type IV Service.

3.   NETWORK OPERATIONS

     3.1  Customer shall be solely responsible for, and shall bear the entire
cost of, operating, maintaining and repairing the Interconnection Facilities and
shall do so in a manner consistent with industry standards.

     3.2  Company shall be solely responsible for, and shall bear the entire
cost of, operating, maintaining and repairing the Switching Facilities, the
Switching Nodes and the Transport Network, and shall do so in a manner
consistent with industry standards. To the extent technologically and
economically feasible, reasonable and appropriate, Company may from time to
time, but shall not be obligated to, modify the configuration and capabilities
of, and make such other hardware and software modifications and upgrades to, the
Switching Facilities and/or the Switching Nodes as shall be reasonably required
to accommodate the Interconnection Facilities and the Customer Traffic. Company
shall notify Customer as far in advance as practicable, and consult with
Customer in good faith, before relocating or modifying the Switching Facilities
or the Switching Nodes.

     3.3  Company shall exercise its reasonable best efforts to ensure the
continuous operation of the Switching Facilities, the Switching Nodes and the
Network. In the event that Company fails to maintain a reasonable blocking
standard, or one or more of the Switching Facilities, one or more of the
Switching Nodes and/or the Network, or a substantial part thereof, is out of
service for a continuous period of twenty-four (24) hours or more, or for
seventy-two (72) hours within any thirty (30) day period, it shall take such
actions as are necessary and appropriate to remedy these deficiencies, subject
to reasonable economic and technical constraints. In the event Company fails to
timely act in response to a Customer request, Customer may terminate this
Agreement pursuant to Section 10, hereof.

     3.4  Company shall provide network monitoring and technical support for the
Services on a twenty-four (24) hour/seven (7) day a week basis.

     3.5  In response to a trouble report received from Customer, Company shall
provide a status report to Customer. For non-critical troubles, Company shall
escalate in four (4) hour intervals the involvement of Company personnel through
intervening supervisory personnel to the Vice President and General Manager
until the troubles have been resolved. For critical troubles, Company shall
promptly involve Customers account representative and escalate the involvement
of Company personnel in one (1) hour intervals. Critical troubles shall include
outages involving a Switching Facility or more than twenty-five percent (25%) of
the Network. Company shall use the same escalation procedures in the event that
it detects an outage through its network monitoring and shall promptly notify
Customer of any critical troubles.




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                           TRAFFIC CARRIAGE AGREEMENT

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4.  TERM

     4.1   This Agreement shall be effective as of the Effective Date and shall
continue in full force and effect for [***] unless earlier terminated pursuant
to Section 10, hereof. This Agreement shall be automatically renewed for [***],
unless a Party notifies the other Party in writing of its intent not to renew
the Agreement at least [***] prior to termination of the initial term or the
then current renewal term of the Agreement. The initial and all renewal terms
shall be referred to collectively herein as the Term.

     4.2   Customer acknowledges that this Agreement and the performance of
Company hereunder are contingent upon Company's ability to obtain, retain and
maintain use of the Switching Facilities, the Switching Nodes and the Network
at rates and on terms and conditions acceptable to Company; and may be subject
to orders, regulations, rules and policies of the Federal Communications
Commission (FCC) and pertinent state regulatory commissions (State
Commissions). In the event that Company is unable to obtain, retain or maintain
use of the Switching Facilities, the Switching Nodes and the Network at rates
and on terms and conditions reasonably acceptable to Company or performance
under this Agreement by Company is held by the FCC, one or more State
Commissions, or a court of competent jurisdiction to violate any order,
regulation, rule or policy of the FCC or a State Commission, Company may
terminate this Agreement, pursuant to Section 10 hereof, without further
liability to Customer. Company may also terminate this Agreement at any time
without liability to Customer in the event that the Company's provision of any
of the Services is deemed to be a common carrier service or that the Company's
provision of Type II, Type III or Type IV Service, the extent provided
hereunder, is deemed to be a telecommunications service.

5.  ADDITIONAL RESPONSIBILITIES OF COMPANY

     5.1  Company shall not discriminate against Customer, the Interconnection
Facilities and/or the Customer Traffic in operating the Switching Facilities,
the Switching Nodes and/or the Network and/or in transiting traffic through the
Switching Facilities, the Switching Nodes and/or over the Network.

     5.2  Company shall be solely responsible for, and shall bear the entire
cost of, interacting with the FCC and the State Commissions with respect to,
securing such governmental licenses, permits and other approvals and
authorizations as shall be necessary for the installation and operation of, and
ensuring the ongoing compliance with all pertinent legal and regulatory
requirements of, the Switching Facilities, the Switching Nodes and the Network.

     5.3  To the best of its ability and knowledge, Company shall act in a
lawful, ethical and honest manner at all times in performing its obligations
under this Agreement. Without limiting the generality of the above. Company
shall in performing its obligations under this Agreement act in accordance with
all laws, statutes and ordinances, all orders of courts of competent
jurisdiction, and all rules, regulations, policies and orders of the FCC and
pertinent State Commissions, to the extent such laws, statutes, ordinances,
orders, policies, rules and regulations are applicable to the Services, the
Switching Facilities, the Switching Nodes, the Network or Company's activities
hereunder.

     5.4  At the reasonable request of Customer, Company shall no less
frequently than monthly provide to Customer in electronic or paper form such
usage data as Customer shall reasonably require to invoice its customers
monthly for originating and terminating calls.

     5.5  During the Term and for one (1) year thereafter, Company shall not,
without the prior


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                           TRAFFIC CARRIAGE AGREEMENT

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written consent of Customer, solicit, induce, attempt to employ, or employ any
officer or employee of Customer.

6.  ADDITIONAL RESPONSIBILITIES OF CUSTOMER
    ---------------------------------------

     6.1  Individuals and entities with respect to whose traffic Company
provides the Services shall be customers of Customer (End Users) and not of
Company, and Customer shall be solely responsible for dealing with End Users.
Without limiting the generality of the above, Customer shall be responsible for
contracting with End Users for the provision of service, ordering, modifying
and terminating services for End Users, billing End Users and collecting
amounts so billed, performing customer service functions for End Users,
including responding to customer inquiries and complaints, reporting service
outages and other troubles, and ensuring that End Users utilize the Services
only for lawful purposes. Company shall not be required to deal directly with
End Users. Notwithstanding the above, Customer shall promptly report to Company
all complaints received from End Users which may have resulted from Company's
provision of the Services.

     6.2  Customer shall be solely responsible for, and shall bear the entire
cost of, interacting with the FCC and the State Commissions with respect to,
securing such governmental licenses, permits and other approvals and
authorizations as shall be necessary for the installation and operation of, and
ensuring the ongoing compliance with all pertinent legal and regulatory
requirements of, the Customer Traffic and the Interconnection Facilities.

     6.3  Customer shall not use, or allow the Services to be used, for any
unlawful or fraudulent purpose or in a manner, which will interfere with the
use of the Services, the Switching Facilities, the Switching Nodes or the
Network by others.

     6.4  On the Effective Date, and thereafter on or before the last day of
each calendar month during the Term, Customer shall provide Company with a
written forecast of anticipated monthly level of Customer Traffic during the
immediately following calendar month.

     6.5  During the Term and for one (1) year thereafter, Customer shall not,
without the prior written consent of Company, solicit, induce, attempt to
employ, or employ any officer or employee of Company.

     6.6  During the Term, Customer shall maintain all insurance and/or bonds
required by law. Customer shall furnish Company with certificates of insurance
on the Effective Date.

7.  RATES AND CHARGES

     7.1  Company shall charge Customer, and Customer shall pay to Company, the
usage-sensitive, recurring and non-recurring rates and charges set forth on
Schedule C, attached hereto and incorporated by reference herein, for the
Services provided by Company to Customer. The rates and charges set forth on
Schedule C are in lieu of any other tariffed or contractual discounts, special
pricing or term/volume commitments.

     7.2  Company may add to charges assessed pursuant to Section 7.1, above,
any duty, levy or tax imposed by any governmental authority with respect to the
Services, excepting only taxes on or measured by the income of Company unless
Customer provides Company with valid and appropriate tax exemption certificates
for all applicable jurisdictions (federal, state and local). Customer shall be

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                           TRAFFIC CARRIAGE AGREEMENT

responsible for properly charging taxes to End Users and for the proper and
timely reporting and payment of applicable taxes to the taxing authorities, and
shall defend and indemnify Company from payment and reporting of all applicable
federal, state and local taxes, including, but not limited to, gross receipts
taxes, surcharges, franchise fees, occupational, excise and other taxes (and
penalties and interest thereon), relating to the Services. Customer shall not be
excused from paying Company for the Services provided to Customer because all or
a portion of such Services were fraudulently used.

     7.3  In computing usage-sensitive charges, usage of the Services shall be
[***] usage increment for domestic termination.

     7.4  Company may pass through to Customer any amounts paid by it, directly
or indirectly, to (i) governmental authorities, (ii) entities acting on behalf
of governmental authorities, or (iii) local exchange carriers in conjunction
with its provision of the Services, including, without limitation, access
charges, regulatory fees, and assessments associated with universal service,
number administration, number portability, and telecommunications relay service,
as well as amounts it is required to pay to other entities as a result of
federal or state regulatory mandates, including, without limitation, payphone
service providers. Company reserves the right, upon written notice to Customer,
to increase the rates and charges set forth on any Schedule, hereto, in a
proportionate amount, in the event that the rates and charges paid by Company
for the services and facilities used to provide the Services are increased.

     7.5  Immediately following the end of the Ramp-up Period set forth on
Schedule A, hereto Customer shall be liable for the monthly minimum usage charge
set forth on Schedule A (Minimum Monthly Commitment). In the event that Customer
fails to satisfy the Minimum Monthly Commitment in a given month, Customer shall
be billed in the amount of the Minimum Monthly Commitment rather than for its
actual usage of the Services.

8.   PAYMENT TERMS

     8.1  Rates and charges for the Services shall be pre-paid on estimated
weekly usage with a true-up at the end of the week. Usage sensitive charges can
or shall be billed in arrears. Recurring charges shall be billed in advance.
Nonrecurring charges shall be billed upon completion of the associated activity.

     8.2  All charges shall be due and payable upon receipt of invoice bearing
those charges, unless otherwise specified (the Due Date). Payments shall be
considered past due if not received by Company on or before the Due Date. A late
payment charge not to exceed one and one-half percent (1.5%) of the past due
balance may be applied by Company to any amount not paid by Customer on or
before the Due Date. All payments shall be made by wire transfer.


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                           TRAFFIC CARRIAGE AGREEMENT



               Direct to:                    Wells Fargo Bank N.A.
                                             [***]

               Beneficiary Bank (BBF):       Wells Fargo Banks
                                             Scottsdale Airpark Office
                                             Cost Center Branch: CC 2410

               Beneficiary (BNF):            IPVoice.com, Inc.
                                             7585 East Redfield Road
                                             Suite 202
                                             Scottsdale, AZ 85260
                                             [***]
                                             [***]

     8.3  In the event that Customer in good faith disputes a charge, it shall
so notify Company in writing, including in such notice an explanation and all
available supporting documentation (the Notice). Company shall respond to the
Notice within thirty (30) days of its receipt thereof and thereafter Company and
Customer shall attempt in good faith to resolve the dispute. In the event that
the Parties are unable to resolve the dispute, either Party may submit the
matter to arbitration pursuant to Section 17, hereof, in which event, the
dispute shall be resolved through binding arbitration. Customer shall pay all
disputed amounts in accordance with Section 8.2, above, subject to resolution of
the dispute. All invoices not disputed by Customer within thirty (30) days as of
Customer's receipt thereof shall be final and binding upon Customer.

9.   SECURITY

     9.1  In order to reasonable safeguard Company's interests, Customer shall
provide Company on the Effective Date with a suitable deposit as a guarantee of
payment of invoices for its use of the Services and the performance by Customer
of its obligations hereunder ("Security Deposit"). The initial Security Deposit
shall be as set forth on Schedule A, hereto. The Security Deposit may be in the
form of cash or such irrevocable commercial letter of credit, bond, or other
instrument, or assurance as shall be reasonably acceptable to Company.

     9.2  Company may require an increase in the Security Deposit at anytime
during the Term if (i) the amount of the Security Deposit is less than the
aggregate amount Company has billed Customer for use of the Services during the
immediately [***] preceding [***] (ii) Customer fails to timely pay bills
rendered by it on [***] occasions during any [***] period, or (iii) Company
reasonably believes that due to Customers financial condition, additional
security is required to safeguard its interests.

     9.3  Company may draw upon the Security Deposit at any time for payment of
any overdue and undisputed charges or other overdue amounts owed to it by
Customer. In the event that Company so draws upon the Security Deposit, Customer
shall be required within five (5) business days of written notice of such draw
to replenish the amount drawn by Company. Upon termination or expiration of this
Agreement, Company may draw upon the Security Deposit for payment of Customer's
final bill or any other amounts then owed to it by Customer.




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                           TRAFFIC CARRIAGE AGREEMENT

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10.  TERMINATION/DEFAULT

     10.1  This Agreement may be terminated without liability to the terminating
Party: (i) at any time by mutual agreement of the Parties; (ii) by Company upon
five (5) days written notice to Customer in the event that Customer fails to pay
to Company any amount due Company by the Due Date, if such breach is not cured
within the five (5) day notice period; (iii) by Company upon five (5) days
written notice to Customer in the event that Customer fails, directly or
indirectly, to satisfy its Minimum Monthly Commitment, if such breach is not
cured within the five (5) day notice period; (iv) by Company upon written notice
in the event that Customer fails to provide on the Effective Date, or increase
or replenish within five (5) days following Company's request therefore, the
Security Deposit; (v) by Company upon written notice to Customer in the event of
a transfer of a controlling interest in Customer; (vi) by Company upon written
notice to Customer pursuant to Section 4.2, hereof; (vii) by Customer upon
thirty (30) days written notice to Company pursuant to Section 3.3, hereof, if
Company has not remedied the deficiency within said thirty (30) day notice
period; (viii) by Customer upon thirty (30) days written notice to Company in
the event that Company increases the rates for the Services pursuant to the
final clause of Section 7.4, hereof, by in excess of twenty five percent (25%);
(ix) by either Party upon written notice to the other Party pursuant to Section
11.2, hereof; (x) by the non-breaching Party upon thirty (30) days written
notice to the breaching Party in the event of a material breach of this
Agreement by the other Party, if such material breach is not cured within the
thirty (30) day notice period; or (xi) immediately upon written notice by a
Party upon institution by or against the other Party of any proceeding for
relief under the Bankruptcy Code, or the appointment by a court of competent
jurisdiction of a receiver of the other Party's property.

     10.2  In the event of a material breach by the Customer under this
Agreement, the Company, in addition to having the right to terminate this
Agreement without liability, may pursue such other remedies as may be available
to it at law or in equity. In the event of a material breach by Customer of this
Agreement, including, but not limited to, failure by Customer to timely pay any
amount due to Company, Company may immediately, at its sole discretion and
without liability to Customer, also (i) suspend the provision of the Services to
Customer; (ii) withhold from Customer delivery of billing records; and (iii)
draw upon the Security Deposit.

     10.3  Neither termination nor expiration of this Agreement shall relieve a
Party of liabilities previously accrued hereunder.


11.  LIMITATIONS ON LIABILITY

     11.1  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES
ANY WARRANTY, EITHER EXPRESS OR IMPLIED, TO THE OTHER PARTY CONCERNING THE
FACILITIES AND SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

     11.2  THERE SHALL BE NO LIABILITY FOR DAMAGES, COSTS OR CLAIMS ARISING
FROM ANY EVENT THAT PREVENTS A PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS
AGREEMENT IF THAT EVENT IS BEYOND THE REASONABLE CONTROL AND WITHOUT THE FAULT
OR NEGLIGENCE OF THE PARTY. WITHOUT DIMINISHING THE GENERALITY OF THE ABOVE,
NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES, COSTS OR CLAIMS ARISING FROM
SERVICES, FACILITIES OR EQUIPMENT NOT FURNISHED BY IT, ANY EVENT BEYOND THE


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                           TRAFFIC CARRIAGE AGREEMENT
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SHALL BE LIABLE FOR ANY DAMAGES, COSTS OR CLAIMS ARISING FROM SERVICES,
FACILITIES OR EQUIPMENT NOT FURNISHED BY IT. ANY EVENT BEYOND THE REASONABLE
CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF A PARTY SHALL CONSTITUTE AN
EXCUSABLE DELAY; PROVIDED, HOWEVER, THAT THE AFFECTED PARTY SHALL PROMPTLY
NOTIFY THE OTHER PARTY OF THE NATURE OF SUCH DELAY AND ITS ESTIMATED DURATION.
IN SUCH EVENT, THE PERFORMANCE OBLIGATIONS OF THE AFFECTED PARTY SHALL BE
EXTENDED FOR A PERIOD OF TIME EQUAL TO THE DURATION OF THE DELAY. IN THE EVENT
A DELAY CONTINUES FOR MORE THAN SIXTY (60) DAYS AND SUCH DELAY HAS A MATERIAL
ADVERSE IMPACT ON THE OTHER PARTY, SAID OTHER PARTY MAY, AT ITS OPTION,
TERMINATE THIS AGREEMENT WITHOUT FURTHER LIABILITY BY WRITTEN NOTICE TO THE
AFFECTED PARTY.

     11.3   IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING PROFITS) REGARDLESS OF THE FORM
OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING
OUT OF THE PERFORMANCE OF THIS AGREEMENT.

     11.4   In the event of a full or partial service outage of the Network
(Service Outage), Company shall provide Customer with a credit equal to the
[***]; provided, however, that a Credit shall not be due in conjunction with
Service Outages (i) caused by equipment, facilities, or services provided by
Customer; (ii) caused by scheduled maintenance or repair activities; or (iii)
outage caused by other offnet carriers. A Service Outage shall commence when the
Network ceases operation in whole or part and shall end when the Network resumes
full operation.

     11.5   Except as expressly provided otherwise in this Section 10, each of
Company and Customer shall be liable to the other Party for any failure to
fully perform its obligations hereunder.

12.  INDEMNIFICATION

     12.1   Customer hereby agrees to defend, indemnify, and hold harmless
Company and Company's parents, employees, officers, managers, agents, affiliates
and subsidiaries from all claims and liabilities, including costs and expenses
and reasonable attorney's fees attributed to, arising out of or resulting from
(i) a material breach of this Agreement by Customer, including, but not limited
to, a failure of any Customer representation or warranty to be true and correct
in any material respect, or the negligence or willful misconduct of Customer or
Customer's parents, employees, officers, managers, agents, affiliates or
subsidiaries; (ii) the sale, use, adequacy, and availability of the services
provided by Customer to End Users; (iii) allegations of libel, slander,
infringement or copyright arising from or out of material transmitted by
Customer or End Users using the Services; (iv) allegations of infringement of
patents arising from use in connection with the Services, of apparatus and
systems of Customer or End Users; and/or (v) allegations of trademark
infringement and/or unfair competition arising from or associated with use of
the Services by Customer or End Users.

13.  PROPRIETARY INFORMATION\CONFIDENTIALITY

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                           TRAFFIC CARRIAGE AGREEMENT
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     13.1 Each Party acknowledges that during the Term the other Party (the
"Proprietary Party") may disclose to it, or it may receive in performing its
obligations under this Agreement, information which is considered proprietary,
confidential and/or competitively-sensitive by the Proprietary Party
("Proprietary Information") and agrees to take all reasonable and necessary
steps to preserve the confidentiality of all Proprietary Information, whether
communicated by the Proprietary Party, or received, in writing, electronically,
orally or otherwise. Proprietary Information shall include information and data
regarding or relating to present or future pricing, discount policies, marketing
strategies, commission plans, business plans and projections, sales goals,
profit margins, financial data, markets and suppliers, legal and regulatory
data, prospective and/or actual regulatory strategies, technical information,
techniques, new ideas, inventions, developments, names/addresses/telephone
numbers of Subscribers, credit histories and trade names of End Users, rates of
attrition, and such other confidential engineering, technical, financial,
business, marketing, promotional and sales data as a Disclosing Party shall
designate as "proprietary," either in writing or orally, all of which are hereby
identified and acknowledged to be Proprietary Information. Proprietary
Information shall also include information and data Company obtains by virtue of
its provision of the Services to Customer. This Agreement and its contents shall
also be deemed to be Proprietary Information of both Parties.

     13.2 The receiving party shall use at least the same degree of care and
discretion it uses with regard to its own proprietary or confidential
information to prevent the disclosure, unauthorized use or publication of
Proprietary Information, including, but not limited to taking steps to: (i)
advise all receiving Party employees with access to the Proprietary Information
of the obligation to protect the Proprietary Information; and (ii) restrict
disclosure of the Proprietary Information solely to its employees with a need to
know and not disclose such Proprietary Information to any other parties. The
Proprietary Information shall neither be used, nor allowed to be used, by the
receiving Party for any purpose other than to facilitate the performance by the
receiving Party of its obligations hereunder nor shall the Proprietary
Information be disclosed to any third party without the Proprietary Party's
prior written consent.

     13.3 This Section 13 shall not apply to (i) information which at the time
of disclosure was generally available to the public; (ii) information which
subsequent to its disclosure by the Proprietary Party to the receiving Party, is
published or otherwise becomes available to the public through any means other
than an act or omission of the receiving Party; (iii) information which was
previously known to the receiving Party free of any obligation to keep it
confidential or which is subsequently developed in good faith by the receiving
Party; and (iv) information rightfully acquired in good faith from a third party
on a non-confidential basis without breach of an agreement to maintain said
information in confidence. A receiving Party may disclose Proprietary
Information (i) if required to do so by law; or (ii) if ordered to do so by a
court or other governmental authority of competent jurisdiction; provided,
however, that a receiving Party shall provide the Proprietary Party prior
written notice of any such disclosure and exercise its best efforts, consistent
with sound business practice, to both afford the Proprietary Party an
opportunity to contest the disclosure and to limit the extent of the disclosure
to the maximum extent practicable.

     13.4 Proprietary Information disclosed to a Party is and shall remain the
property of the Proprietary Party. By disclosing Proprietary Information, the
Proprietary Party does not relinquish any of its proprietary rights and
interests therein and hereby specifically reserves all such proprietary rights
and interests to said Proprietary Information. A Party shall return (or, with
the consent of the Proprietary Party, which shall not be unreasonably withheld,
destroy) all Proprietary Information and all copies thereof, including, without
limitation, written and electronic copies, as well as all summaries, notes or
other documents, materials or things containing Proprietary Information, to the
Proprietary Party promptly upon the reasonable written request of the
Proprietary Party and upon termination of this Agreement.

                                       11
<PAGE>   12
                           TRAFFIC CARRIAGE AGREEMENT

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

     13.5  The obligations set forth in this Section 13 shall survive any
termination of this Agreement.

14.  RELATIONSHIP OF PARTIES

     14.1  This Agreement constitutes each Party as an independent contractor
and not as a general or special agent or representative of the other Party.
Neither does this Agreement create a partnership or joint venture nor confer on
a Party status, power, or authority other than to the extent expressly provided
herein. Neither Party shall have any rights by virtue of this Agreement in any
other business ventures of the other Party or any revenues, profits or losses
derived there from.

15.  INTELLECTUAL PROPERTY

     15.1  Each Party retains the right, title and interest of the other Party
in and to its name, service marks, trademarks and copyrights (Trademarks) and
acknowledges that the other Party's Trademarks and the registrations thereof
are good, valid and enforceable in law and equity. Each Party agrees not to
engage in any activities, directly or indirectly, which may contest, dispute or
otherwise impair the right, title and interest of the other Party in and to its
Trademarks. Neither Party shall not acquire or claim any right, title or
interest in or to the other Party's Trademarks through the performance of its
or the other Party's obligations under this Agreement.

16.  ARBITRATION

     16.1  Arbitrations under this Agreement shall be conducted in accordance
with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any
choice of law provision in this Agreement, and under the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). The arbitration shall be
conducted in either Maricopa County, Arizona. The decision of the arbitrator
shall be final and binding upon the parties. Judgment upon the arbitration award
may be entered in any court having jurisdiction. In rendering any decision or
making findings of fact the arbitrator shall apply the express intentions of the
parties set forth in this Agreement and the laws of the State of Arizona,
including, without limitation, any applicable statutes, regulations and binding
judicial decisions, as such would be applied by the courts of the State of
Arizona and the United States District Court for the State of Arizona.

17. MISCELLANEOUS

     17.1  ASSIGNMENT.  This Agreement may not be assigned by a Party without
the prior written consent of the other Party, which consent shall not be
unreasonably withheld, and any attempted assignment without such consent shall
be void; provided, however, that Company may, without Customers consent, assign
its right to receive payment hereunder and the assignee shall thereafter have
the rights, powers and remedies of Company; provided further that Customer
shall be deemed to consent to any assignment of this Agreement by Company to an
Affiliate so long as that assignment is undertaken in good faith.

     17.2  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND


                                       12


<PAGE>   13
                           TRAFFIC CARRIAGE AGREEMENT
--------------------------------------------------------------------------------

THE STATE OF ARIZONA, WITHOUT REGARD TO ITS PRINCIPLES OF CHOICE OF LAW, THE
PARTIES AGREE THAT ANY ACTION TO ENFORCE OR INTERPRET THE TERMS OF THIS
AGREEMENT SHALL BE INSTITUTED AND MAINTAINED ONLY IN THE FEDERAL DISTRICT COURT
FOR THE STATE OF ARIZONA, OR IF JURISDICTION IS NOT AVAILABLE IN FEDERAL COURT,
THAN A STATE COURT LOCATED IN MARICOPA COUNTY, ARIZONA. CUSTOMER HEREBY
CONSENTS TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY RIGHT TO
OBJECT TO SUCH JURISDICTION AND VENUE.

     17.3      NOTICES.       All notices, demands, requests, solicitations of
consent or approval, and other communications required or permitted hereunder
shall be in writing and shall be deemed to have been given when received by hand
delivery, telecopy (followed by notice transmitted, postage prepaid, by U.S.
registered or certified mail, return receipt requested), or overnight delivery
service, with acknowledged receipt, addressed to the other Party at the
addresses listed below for that Party, or to such other addresses which such
Party shall have given for such purpose by notice hereunder.

                                   WITH A COPY TO (SHALL NOT CONSTITUTE NOTICE):

    IF TO CUSTOMER:                IF TO CUSTOMER:
    DialVoIP Technologies 2000     DialVoIP Technologies 2000
    4319 Lakeside Meadow           4319 Lakeside Meadow
    Missouri City, TX 77459        Missouri City, TX 77459
    Tel: 281-403-1362              Tel: 281-403-1362

Fax: 509-272-8243                  Facsimile:
                                   Attn:

IF TO COMPANY:
                                   WITH A COPY TO (SHALL NOT CONSTITUTE NOTICE):
IPVoice.com, Inc.
7585 East Redfield Road,           Jennings, Strouss & Salmon
 Suite 202                         One Renaissance Square
Scottsdale, Arizona 85260          Two North Central Avenue, Suite 1600
Facsimile: 480-948-1218            Phoenix, AZ 85004
Attn: Barbara S. Will,             Facsimile: 602-495-2657
      President, COO               Attn: Michael V. Perry

     17.4      AMENDMENT AND WAIVER.    Unless otherwise provided herein, this
Agreement may be amended only by an instrument in writing duly executed by the
Parties. Any waiver by any Party of any breach of or failure to comply with any
provision of this Agreement by the other Party shall not be construed as, or
constitute, a continuing waiver of such provision, or a waiver of any other
provision hereof.

     17.5      THIRD PARTIES. This Agreement shall be binding upon and inure to
the benefit of the Parties hereto, and their respective assigns (as permitted
hereunder), heirs, successors and legal representatives. It is not the intent
of the Parties that there be any third party beneficiaries of this Agreement,
and this Agreement is exclusively for the benefit of the Parties hereto or
their respective assigns.

     17.6      SURVIVAL.      The covenants and agreements contained in this
Agreement with respect to payment of amounts due, confidentiality,
indemnification and non-solicitation shall survive termination and expiration
of this Agreement. The rights and obligations under this Agreement shall
survive any merger or sale of a Party and shall be binding upon the successors
and permitted assigns of each Party.

                                       13


<PAGE>   14
                           TRAFFIC CARRIAGE AGREEMENT

          IN WITNESS WHEREOF, the Parties have caused this TRAFFIC CARRIAGE
AGREEMENT to be executed as of the day and year first above written.



                                        COMPANY

                                        IPVoice.com, Inc.


                                        By: /s/ Barbara S. Will
                                            ------------------------------------

                                        Name: Barbara S. Will
                                             -----------------------------------

                                        Title: President & COO
                                              ----------------------------------

                                        CUSTOMER

                                               DIALvoip
                                        ----------------------------------------


                                        By: /s/ Al Alya
                                           -------------------------------------

                                        Name: Al Alya
                                             -----------------------------------

                                        Title: President
                                              ----------------------------------








                                       14

<PAGE>   15
                           TRAFFIC CARRIAGE AGREEMENT

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

                                   SCHEDULE A

                              Terms and Conditions

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

Interconnection Type of service requirements      Type IV

Term:                                             Initial: [***]
                                                  Renewal: [***]
                                                  Number of
                                                  Renewal Terms: [***]

MultiCom
License of Software:                                  Yes   X No
                                                   ---     ---
Ramp-up Period:                                   [***]

Payment Terms:                                    Weekly

Initial Security Deposit:                         [***]
                                                  (adjustable weekly on ramp
                                                   to 2MM/month)
-----------------------------------------------------------------------------

Detailed description of Type of Service:

Type I:

Type II

Type III:

Type IV:  On-net voice traffic origination, transport, and termination.

          Origination POPs:   New York, NY
                              Los Angeles, CA
                              Miami, FL
                              Chicago, IL
                              Phoenix, AZ
                              Atlanta, GA
                              Dallas, TX





                                       15



<PAGE>   16
                           TRAFFIC CARRIAGE AGREEMENT

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

                                   SCHEDULE B-1
                                    Company
                    Switching Facilities and Switching Nodes

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

Switching Facilities:

          Location                      Service Area
          All Company On-net Markets    NPA/NXX list provided

          Atlanta
          Chicago
          Dallas
          Los Angeles
          Miami
          New York
          Phoenix
          London
























                                       16

<PAGE>   17
                           TRAFFIC CARRIAGE AGREEMENT

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

                                   SCHEDULE C

                                Rates and Charges

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


Usage Sensitive Charges                      (see Schedule D for On Net LATAs)

On Net Pricing

     All On Net LATAs                         [***]    per minute on net


Off Net Pricing

     All Off Net LATAs                        [***]    per minute off net


















                                       17


<PAGE>   18
                           TRAFFIC CARRIAGE AGREEMENT

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

                                   SCHEDULE C

                          RATES AND CHARGES (CONTINUED)

TOLL FREE 800 ORIGINATION (EXCLUDING TERMINATION) [***]


(1) CALLS TERMINATING IN THE FOLLOWING CITIES HAVE THE FOLLOWING SURCHARGES
(COMPANY AGREES TO WAIVE CHARGES SHOULD THE CHARGES BE WAIVED TO COMPANY BY
COMPANY'S SUPPLIERS):

Metro New York City (does not include New Jersey)-     Day - [***]

                                                       Evening - [***]

                                                       Night/Weekend - [***]


Metro Chicago -                                        [***]

San Diego -                                            Day - [***]

                                                       Evening - [***]

                                                       Night/Weekend - [***]

Columbus, OH -                                         [***]

DOMESTIC GATEWAYS AND EQUIPMENT                                 $0

INTERNATIONAL GATEWAYS AND EQUIPMENT                            $0

MULTICOM MONTHLY FEES                                           $0

RECURRING MONTHLY CHARGES                                       TO BE DETERMINED

NON-RECURRING CHARGES                                           TO BE DETERMINED


PER MINUTE BILLING INCREMENTS

     Initial minute                                             [***]

     Subsequent Minutes                                         [***]








                                       18

<PAGE>   19
                           TRAFFIC CARRIAGE AGREEMENT

--------------------------------------------------------------------------------
                                   SCHEDULE D

               IPVC ON-NET TERMINATION LATA LIST WITH AREA CODES

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

                                   On Net Pricing           [***]

                                   All Others               [***]

<TABLE>
<CAPTION>
On Net Lata                             Area Codes                    Route
--------------------------------------------------------------------------------
<S>                                     <C>                           <C>
132 NEW YORK METRO NEW YORK             914, 212, 516                 MIA
133 POUGHKEEPSIE NEW YORK               914                           MIA
134 ALBANY NEW YORK                     315                           MIA
136 SYRACUSE NEW YORK                   315                           MIA
138 BINGHAMTON NEW YORK                 716                           MIA
140 BUFFALO NEW YORK                    716                           MIA
224 NORTH JERSEY NEW JERSEY             732, 201, 908                 MIA
226 CAPITAL PENNSYLVANIA                717, 814                      MIA
228 PHILADELPHIA PENNSYLVANIA           215, 610                      MIA
230 ALTOONA PENNSYLVANIA                814                           MIA
234 PITTSBURGH PENNSYLVANIA             234                           MIA
236 WASHINGTON DC                       703                           MIA
238 BALTIMORE MARYLAND                  443                           MIA
248 RICHMOND VIRGINIA                   804                           MIA
252 NORFOLK VIRGINIA                    757                           MIA
320 CLEVELAND OHIO                      216                           MIA
324 COLUMBUS OHIO                       614                           MIA
336 INDIANAPOLIS INDIANA                317                           MIA
340 DETROIT MICHIGAN                    810, 248, 734                 MIA
348 GRAND RAPIDS MICHIGAN               616, 231                      MIA
358 CHICAGO ILLINOIS                    312                           CHI
422 CHARLOTTE NORTH CAROLINA            704                           MIA
424 GREENSBORO NORTH CAROLINA           336                           MIA
426 RALEIGH NORTH CAROLINA              919                           MIA
438 ATLANTA GEORGIA                     404, 770, 706, 678            ATL
440 SAVANNAH GEORGIA                    912                           MIA
</TABLE>


                                       19

<PAGE>   20
                           TRAFFIC CARRIAGE AGREEMENT

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

<TABLE>
<S>                           <C>                           <C>
442 AUGUSTA GEORGIA           912                           MIA
444 ALBANY GEORGIA            912                           MIA
446 MACON GEORGIA             912                           MIA
452 JACKSONVILLE FLORIDA      904                           MIA
454 GAINESVILLE FLORIDA       813                           MIA
456 DAYTONA BEACH FLORIDA     407, 904                      MIA
458 ORLANDO FLORIDA           407                           MIA
460 SOUTHEAST FLORIDA         954, 305                      MIA
468 MEMPHIS TENNESSEE         901                           MIA
470 NASHVILLE TENNESSEE       615                           MIA
490 NEW ORLEANS LOUISIANA     504                           MIA
520 ST LOUIS MISSOURI         314                           MIA
524 KANSAS CITY MISSOURI      816                           MIA
552 DALLAS TEXAS              214, 817                      DAL
558 AUSTIN TEXAS              512                           MIA
560 HOUSTON TEXAS             713                           MIA
566 SAN ANTONIO TEXAS         210                           MIA
628 MINNEAPOLIS MINNESOTA     612, 651                      MIA
656 DENVER COLORADO           303                           MIA
660 UTAH                      801                           MIA
664 NEW MEXICO                505                           MIA
666 PHOENIX ARIZONA           602, 480, 623                 PHX
672 PORTLAND OREGON           503                           MIA
674 SEATTLE WASHINGTON        206                           MIA
721 PAHRUMP NEVADA            702                           MIA
722 SAN FRANCISCO CALIFORNIA  415, 650                      MIA
730 LOS ANGELES CALIFORNIA    213, 323, 606, 909            MIA
732 SAN DIEGO CALIFORNIA      858                           MIA
734 BAKERSFIELD CALIFORNIA    606                           MIA
736 MONTEREY CALIFORNIA       408                           MIA
738 STOCKTON CALIFORNIA       408                           MIA
920 CONNECTICUT               203, 860                      MIA
922 CINCINNATI OHIO           513                           MIA
924 ERIE PENNSYLVANIA         814                           MIA
928 CHARLOTTESVILLE VIRGINIA  804                           MIA
952 TAMPA FLORIDA             813                           MIA

</TABLE>


                                       20
<PAGE>   21
                           TRAFFIC CARRIAGE AGREEMENT
--------------------------------------------------------------------------------
<TABLE>
<S>  <C>                           <C>                 <C>
953  TALLAHASSEE FLORIDA           904                 MIA

974  ROCHESTER NEW YORK            315,716             MIA
</TABLE>

       IPVC.com is not responsible for any errors and/or charges incurred
           based on this LATA list. Calls billed in [***] increments.


                                       21


<PAGE>   22
                           TRAFFIC CARRIAGE AGREEMENT

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

                                 IPVoice.com, Inc.

                            Consumer Credit Application

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

Name:  DIALWiP
       ------------------------------------------------------------

Address:  4319 Lakeside Meadow
          ---------------------------------------------------------

City, State & Zip:  Missouri  TX  77459
                    -----------------------------------------------

Type of Business:  Communication
                   ------------------------------------------------
Circle One:
  C-Corporation    S-Corporation Partnership   LLC   Sole Proprietorship

Date Established:  1999
                   --------------------------------------------
Employer Identification Number:  262874321
                                 ------------------------------

Contact Person & Title:  Al Alya pp.
                         --------------------------------------
Phone:  281-403-1362     Fax:  509-272-8243
        -------------          --------------------------------
Email:  ??: @excite.com.
        ------------------------------


BANK INFORMATION

     Name:  Bank of America
            ------------------------------
     Contact Person: Any
                     ---------------------

     Branch Location:  TOWN Country
                       -------------------
     Phone: 803-462-6789  Fax:
            ------------       -----------
     Account Number:
                    ----------------------

TRADE REFERENCES

     Name:   STST
             -----------------------------
     Contact Person: ?????
                    ----------------------
     Account Number:
                    ----------------------
              Phone: 616-846-0016  Fax:
                    --------------      -------------

     Name:   Sprint
             -----------------------------
     Contact Person:  Any
                    ----------------------
     Account Number:  9219199266
                    ----------------------
              Phone:                Fax:
                    --------------      -------------

     Name:   ?????
             -----------------------------
     Contact Person:
                    ----------------------
     Account Number:
                    ----------------------
              Phone:               Fax: 713-599-1342
                    --------------      -------------


                                       22

<PAGE>   23
                           TRAFFIC CARRIAGE AGREEMENT
--------------------------------------------------------------------------------

                               IPVOICE.COM, INC.

                    CONSUMER CREDIT APPLICATION (CONTINUED)

We are providing the above information for the purpose of obtaining credit and
do hereby warranty that it is true. We hereby authorize the references listed
above to release financial information, including bank account information, and
credit reports to IPVoice.com, Inc.

            /s/  Al Alya                               President
---------------------------------------     ------------------------------------
              Signature                                 Title

              Al Alya                                   10-31-00
---------------------------------------     ------------------------------------
            Printed Name                                Date

Please return completed form to:            IPVoice.com, Inc. - Account Manager
                                            7585 East Redfield Road, Suite 202
                                            Scottsdale, AZ 85260


                                       23