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<SEC-DOCUMENT>0001015402-01-000482.txt : 20010223
<SEC-HEADER>0001015402-01-000482.hdr.sgml : 20010223
ACCESSION NUMBER:		0001015402-01-000482
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YP NET INC
		CENTRAL INDEX KEY:			0001045742
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				85026668
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		1544181

	BUSINESS ADDRESS:	
		STREET 1:		4840 E JASMINE ST
		STREET 2:		STE 110
		CITY:			MESA
		STATE:			AZ
		ZIP:			85020
		BUSINESS PHONE:		4806549646

	MAIL ADDRESS:	
		STREET 1:		4840 EAST JASMINE STREET
		STREET 2:		SUITE 105
		CITY:			MESA
		STATE:			AZ
		ZIP:			85020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RIGL CORP
		DATE OF NAME CHANGE:	19980707

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RENAISSANCE INTERNATIONAL GROUP LTD
		DATE OF NAME CHANGE:	19980115
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

================================================================================

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                              --------------------
                                   FORM 10-QSB
                              --------------------

(Mark One)
[X]     Quarterly  Report  Pursuant  to  Section  13  or  15(d)  of
        the  Securities  Exchange  Act  of  1934

For the quarterly period ended December 31, 2000

[ ]     Transition  Report  Pursuant  to  Section  13  or  15(d)
        of  the  Securities  Exchange  Act

For the transition  period  from  _____________  to  _______________

                              --------------------
                         Commission File Number 0-24217
                              --------------------

                                  YP.NET, INC.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                         85-0206668
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                         4840 East Jasmine St. Suite 105
                               Mesa, Arizona 85205
                    (Address of principal executive offices)

                                 (480) 654-9646
                           (Issuer's telephone number)

         Check whether the issuer (1) filed all reports required to be filed by
  Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
  shorter period that the registrant was required to file such reports), and (2)
       has been subject to such filing requirements for the past 90 days.

Yes  X        No
    ---          ---

     The  number  of  shares  of  the  issuer's  common equity outstanding as of
December  31,  2000  was  41,450,798  shares  of  common stock, par value $.001.

          Transitional Small Business Disclosure Format  (check one):

Yes           No  X
    ---          ---


================================================================================


<PAGE>
                                  YP.NET, INC.
                           INDEX TO FORM 10-QSB FILING
                     FOR THE QUARTER ENDED DECEMBER 31, 2000

                              TABLE  OF  CONTENTS

                                   PART  I
                            FINANCIAL  INFORMATION                          PAGE

Item 1.  Financial  Statements
            Consolidated Comparative Balance Sheets
               as of December 31, 2000 and September 30, 2000 . . . . . . . . .2
            Consolidated  Statements  of  Operations
               for  the  Three  Months  Ended  December  31, 2000 and 1999 . . 3
            Consolidated  Statements  of  Cash  Flows
               for  the  Three  Months  Ended  December 31, 2000 and 1999 . . .4
            Notes to the  Consolidated  Financial Statements . . . . . . . . . 5

Item 2.  Management's Discussion and Analysis of Financial Condition and
               Results  of  Operations . . . . . . . . . . . . . . . . . . . . 8

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal  Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 2.  Changes  in  Securities . . . . . . . . . . . . . . . . . . . . . . .12
Item 6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . . . .12


                                   SIGNATURES


<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS


                                       YP.NET, INC.
                         CONSOLIDATED COMPARATIVE BALANCE SHEETS
                      AS OF DECEMBER 31, 2000 and SEPTEMBER 30, 2000
                                          ASSETS

                                                                DECEMBER 31,  SEPTEMBER 30,
                                                                    2000         2000
                                                                (unaudited)
<S>                                                             <C>           <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                                     $   269,331   $  219,613
  Accounts Receivable                                             3,958,769    3,705,881
  Prepaid Expenses                                                  305,132      120,479
  Direct Response Marketing - Net                                   92,052,      230,898
  Deferred income taxes                                             771,382      771,382
                                                                ------------  -----------
     TOTAL CURRENT ASSETS                                         5,396,666    5,048,253
                                                                ------------  -----------
PROPERTY AND EQUIPMENT:
  Furniture and Fixtures                                            197,260          -0-
  Equipment & Computer Equipment                                    248,487      763,255
  Leasehold Improvements                                            317,507          -0-
LESS: Accumulated Depreciation and Amortization                    (292,708)    (260,547)
                                                                ------------  -----------
     TOTAL PROPERTY AND EQUIPMENT                                   470,546      502,708
                                                                ------------  -----------
OTHER ASSETS:
  Intangible Assets                                               5,010,000    5,010,000
  Deposits                                                           13,287       13,287
LESS: Accumulated Amortization                                     (744,583)    (630,833)
                                                                ------------  -----------
     TOTAL OTHER ASSETS                                           4,749,250    4,392,454
                                                                ------------  -----------
     TOTAL ASSETS                                               $10,145,916   $9,943,415
                                                                ============  ===========

                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade Accounts Payable                                        $   610,803   $  103,015
  Income Taxes Payable                                               498438      260,427
  Accrued Expenses                                                  138,735      328,128
  Finova Line-Of-Credit - Note 1                                  1,196,977    1,577,547
  Short-Term Notes Payable - Note 2                                 300,000    2,370,019
                                                                ------------  -----------
     TOTAL CURRENT LIABILITIES                                    2,744,953    4,639,136
                                                                ------------  -----------
LONG-TERM LIABILITIES:
  Long-Term Notes Payables - Note 3                               1,628,588          -0-
  Deferred income taxes                                             105,868      105,868
                                                                ------------  -----------
     TOTAL LONG-TERM LIABILITIES                                  1,734,456      105,868
                                                                ------------  -----------
     TOTAL LIABILITIES                                            4,479,409    4,745,004
                                                                ------------  -----------
STOCKHOLDER' EQUITY:
  Common Stock $.001 par value, 50,000,000 shares                    40,836       40,561
    40,615,464 and 40,560,464 issued and outstanding
    For December 31, 2000 and September 30, 2000
  Additional Paid In Capital                                      5,828,537    5,769,113
  Treasury Stock                                                   (179,822)     (69,822)
  Preferred Stock - Class B. $.001 par value                          1,500        1,500
    2,500,000 shares designated 1,500,000 issued and
    outstanding for December 31, 2000 and September 30, 2000.
  Retained Deficit                                                  (24,544)    (542,941)
                                                                ------------  -----------
     TOTAL STOCKHOLDERS' EQUITY                                   5,666,507    5,198,411
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $10,145,916   $9,943,415
                                                                ============  ===========
</TABLE>

       See the accompanying notes to these unaudited financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                    YP.NET, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999


                                            THREE MONTH ENDED    THREE MONTH ENDED
                                            DECEMBER 31, 2000    DECEMBER 31, 1999
                                           -------------------  -------------------
                                                         (unaudited)
<S>                                        <C>                  <C>
INCOME
  Revenue                                  $        4,526,623   $        2,297,480

COST OF SALES                                       2,886,352            1,075,485
                                           -------------------  -------------------
GROSS PROFIT                                        1,640,271            1,221,995
                                           -------------------  -------------------

  SELLING EXPENSES                                     10,806               19,798

  GENERAL AND ADMINISTRATIVE                          567,896            1,534,859

  DEPRECIATION AND AMORTIZATION                       145,913              155,248
                                           -------------------  -------------------
    TOTAL EXPENSES                                    724,615            1,709,905
                                           -------------------  -------------------

    EARNINGS (LOSS) FROM OPERATIONS                   915,656             (487,910)
                                           -------------------  -------------------

OTHER INCOME (EXPENSE)
  Other Income                                          9,436               22,043
  Interest Income/(Expense)                          (168,685)            (171,648)
                                           -------------------  -------------------
    TOTAL OTHER INCOME (EXPENSE)                     (159,249)            (149,605)
                                           -------------------  -------------------

  Net Income (Loss) Before Income Taxes               756,407             (637,515)

  Provisions for Income Taxes                         238,011                  -0-
                                           -------------------  -------------------

NET INCOME (LOSS)                          $          518,396   $         (637,515)
                                           ===================  ===================

EARNINGS (LOSS) PER SHARE:

  Basic Earnings (Loss) Per Share          $             0.01   $           ( 0.02)
                                           ===================  ===================

WEIGHTED AVERAGE NUMBER OF COMMON                  40,643,742           40,050,748
                                           ===================  ===================
   SHARES OUTSTANDING

  Diluted Earnings (Loss) Per Share        $             0.01   $           ( 0.02)
                                           ===================  ===================

WEIGHTED AVERAGE NUMBER OF COMMON                  40,643,742           40,050,748
                                           ===================  ===================
AND COMMON SHARE EQUIVALENTS OUTSTANDING
</TABLE>

       See the accompanying notes to these unaudited financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                             YP.NET, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999


                                                                        THREE MONTHS    THREE MONTHS
                                                                           ENDED           ENDED
                                                                        DECEMBER 31,    DECEMBER 31,
                                                                            2000            1999
                                                                       --------------  --------------
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                      (unaudited)
    Net Income                                                         $     518,396   $    (637,515)
    Adjustments to reconcile net income to net cash used by operating
      activities.
      Depreciation and amortization                                           32,163          35,248
      Officers paid with common stock                                         59,700         737,478
      Common stock surrendered                                              (110,000)            -0-
      Amortization of intellectual property                                  113,750         120,000
      Income tax expense                                                     238,011             -0-

    (Increase) decrease in assets
      Trade accounts receivable                                             (252,887)       (570,952)
      Customer acquisition costs                                             138,846         192,825
      Other Receivables                                                                       77,182
      Prepaid and other current assets                                      (184,653)       (116,231)
      Other assets                                                               -0-          34,449

    Increase (decrease) in liabilities
      Trade accounts payable                                                 507,786          16,158
      Accrued liabilities                                                   (189,466)       (126,004)
      Deferred revenue                                                           -0-         (81,190)
                                                                       --------------  --------------
          NET CASH PROVIDED (USED) IN OPERATING                              871,646        (318,551)
          ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                                          -0-        (153,245)
                                                                       --------------  --------------
          NET CASH USED BY INVESTING ACTIVITIES                                  -0-        (153,245)


CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from line of                                                        -0-         831,708
    credit
    Principal repayments on notes payable                                   (821,928)       (450,665)
                                                                       --------------  --------------
          NET CASH PROVIDED (USED) BY FINANCING                             (821,928)        381,043
          ACTIVITIES

        NET INCREASE (DECREASE) IN CASH                                       49,718         (90,753)

           CASH AT BEGINNING OF PERIOD                                       219,613         255,323
                                                                       --------------  --------------
                  CASH AT END OF PERIOD                                $     269,331   $     164,570
                                                                       ==============  ==============
SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                      $      29,973   $      37,301
                                                                       ==============  ==============
</TABLE>

See  the  accompanying  notes  to  these  unaudited  financial  statements


                                        4
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  THREE  ENDED  DECEMBER  31,  2000  AND  DECEMBER  31,  1999

1.  Basis  of  Presentation

The  accompanying  unaudited  financial  statements  represent  the consolidated
financial  position  of  YP.Net,  Inc.  ("Company")  as of December 31, 2000 and
December  31,  1999  include  results  of  operations  of  the Company and Telco
Billing,  Inc.  ("Telco"),  its  wholly owned subsidiary, and cash flows for the
three  months  ended  December 31, 2000 and December 31, 1999.  These statements
have  been  prepared in accordance with generally accepted accounting principles
for  interim  financial  information  and  the  instructions  for  Form  10-QSB.
Accordingly,  they  do not include all the information and footnotes required by
generally  accepted  accounting  principles  ("GAAP")  for  complete  financial
statements.  In  the  opinion  of management, all adjustments to these unaudited
financial  statements  necessary  for a fair presentation of the results for the
interim period presented have been made.  The results for the three-month period
ended December 31, 2000 may not necessarily be indicative of the results for the
entire  fiscal  year.  These  financial statements should be read in conjunction
with  the Company's Form 10-KSB for the year ended September 30, 2000, including
specifically  the  financial  statements  and notes to such financial statements
contained  therein.

2.  Summary  of  Significant  Accounting  Policies

Our  accounting  policies,  and  the  methods  of applying those policies, which
affect  the  determination  of  its financial position, results of operations or
cash  flows  are  summarized  below:

Cash  and  Cash  Equivalents
- ----------------------------

Cash  and  cash  equivalents  include all short-term liquid investments that are
readily  convertible  to  known  amounts of cash and have original maturities of
three  months  or  less.  At  times  cash deposits may exceed government insured
limits.

Principles  of  Consolidation
- -----------------------------

The  consolidated  financial  statements  include  YP.Net  and  our wholly owned
subsidiary,  Telco  Billing,  Inc.  All  inter-company accounts in consolidation
have  been  eliminated.

Revenue  Recognition
- --------------------

Our  revenue  is generated by customer subscription of directory and advertising
services.  Revenue  is  recognized  monthly  for  services  subscribed  in  that
specific  month.  We utilizes outside billing companies to transmit billing data
that  is  forwarded  to  Local Exchange Carriers ("LECs").  Monthly subscription
fees  are  included  on the telephone bills of the LEC customers.  We recognizes
revenue  based  on  net  billings  accepted  by  the  LECs.

Fair  Value  of  Financial  Instruments
- ---------------------------------------

The  carrying  amounts  for  cash,  investments  in marketable securities, trade
accounts  receivable,  trade  accounts  payable,  accrued  liabilities and notes
payable,  approximate  their  fair  value  due  to  the  short maturity of these
instruments.  We  have  determined  that  the  recorded amounts approximate fair
value.


                                        5
<PAGE>
Net  Earnings  Per  Share
- -------------------------

Net  earnings  per  share  are  calculated  using the weighted average number of
shares  of  common  stock  outstanding  during  the  year.  We  have adopted the
provisions  of Statement of Financial Accounting Standards No. 128, Earnings Per
Share.

Use  of  Estimates
- ------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to make estimates and assumptions.
This may affect the reported amounts of assets and liabilities and disclosure of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

Stock-Based  Compensation
- -------------------------

Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation  ("SFAS  123"),  established accounting and disclosure requirements
using  a  fair-value  based  method  of  accounting  for  stock-based  employee
compensation.  In  accordance  with  SFAS  123,  we  have  elected  to  continue
accounting  for  stock  based  compensation  using  the  intrinsic  value method
prescribed  by  Accounting  Principles  Board  Opinion  No.  25.

3.  Business  Combination

On  June  16,  1999, the Company exchanged 17,000,000 shares of common stock for
all  of  the  common  stock  of Telco.  Prior to the acquisition, we had not yet
commenced  material  operations.  For  financial  accounting  purposes,  the
acquisition  was  accounted  for  as  a  reverse  merger  and  was  treated as a
recapitalization  with  Telco  as  the  acquirer.  The  accompanying  financial
statements  present  the  historical  cost  bases  of assets and liabilities and
results  of  operations  of  Telco.  After  the  merger,  we ceased our previous
operations  and  abandoned  assets  related  to those operations.  The remaining
Company  assets  are recorded at their historical cost.  The recapitalization of
Telco  reflects  the  book value of the net assets of RIGL as of the date of the
merger  as  of  June  16,  1999  of  $1,722,563.

4.  Intangible  Asset

In  connection with our acquisition of Telco, we are required to provide payment
of  licensing fees for the use of the Internet domain name or Universal Resource
Locator  ("URL")  Yellow-Page.Net.  The  URL  is  recorded  at  its  cost net of
                  ---------------
accumulated  amortization.  Management  believes  that  the  our  business  is
dependent  on  its  ability  to  utilize  this  URL given the recognition of the
"yellow  page" term.  Management believes that the current revenue and cash flow
generated  using the URL Yellow-Page.Net substantiates the net book value of the
                         ---------------
asset.  We  have  periodically  analyze  the  net  book  value of this asset and
determine  if  impairment  has incurred.  The URL is amortized on an accelerated
basis  over  the  twenty-year  term  of  the  licensing  agreement.

5.  Notes  Payable  and  Line  of  Credit

Notes  payable  are  recorded  and  interest  is  accrued in accordance with the
individual  terms  of  each  note.  Notes  payable  at December 31, 2000 were as
follows:

Note  1:  We  entered  into  an  agreement with Finova Capital Corporation for a
- -------
$3,000,000 revolving line of credit with interest payable at the prime rate plus
three  percent.  The  amount available to be drawn under the facility is limited
to  80%  of  eligible  accounts  receivable.  At  December  31,  2000 the credit
facility  had  an  outstanding  balance  of  $1,196,977.  Assets of the Company,


                                        6
<PAGE>
specifically  accounts  receivables,  collateralize  the  credit  facility.  The
credit facility expires on August 31, 2003, and the institution may withdraw the
line  with  a  notification  within  90  days.  Finova  has given notice that it
desires  to  withdraw  its  credit  facility.  Since  that  time the Company has
executed  four  forbearance  agreements dated August 15, 2000, November 3, 2000,
January  3,  2001 and February 8, 2001 respectively.  Each Forbearance Agreement
has  reduced  the availability of funds to the Company from the credit facility.
The  January  3,  2001 forbearance reduced the amount available under the credit
facility  amount  to  $1,000,000.  The  February  8,  2001 forbearance agreement
further  reduced  the  credit  facility from $1,000,000 to $750,000 and provided
that  the amount that could be drawn under the facility was equal to 100% of the
eligible  accounts  receivable.  The Company, with the cooperation of Finova has
already reduced the outstanding balance below the new limit prior to signing the
February  8, 2001 forbearance.  The existing forbearance agreement expires March
8,  2001.

Note  2:  We entered into a loan agreement with Mr. Joseph Van Sickle during the
- -------
acquisition  of  Telco  under  which  Mr.  Van Sickle lent $2,000,000 to us.  At
December  31,  2000  this note payable had an outstanding balance of $600,000 of
which  $300,000 represents the current portion of the debt.  Mr. Van Sickle is a
shareholder of the Company and owns approximately one percent of our outstanding
stock.  Mr.  Van  Sickle  is  not  a  member  of management and currently has no
position  on  the  Board  of  Directors  of  the  Company.

Note  3:  We  entered into an agreement with Matthew & Markson, Ltd., an Antigua
- -------
corporation  ("M&M"),  in  conjunction  with  the  acquisition  of Telco for the
license  of  the URL Yellow-Page.Net.  We agreed to pay M&M $5,000,000 under the
license  agreement  for  the  right to use the URL Yellow-Page.Net for a 20 year
                                                  ---------------
term.  At  December  31, 2000 the M&M note payable had an outstanding balance of
$1,628,588.  M&M  owns  approximately  20%  of  the Company's outstanding stock.

6.  Common  Stock

Transactions in the Company's common stock issued for the acquisition of assets,
products,  or  services  are  accounted for at 90% of fair value.  Fair value is
determined  based  on  the traded closing price of the Company's common stock on
the date of the transaction, or the fair value of the asset, product, or service
received,  whichever  is  more  readily  determinable.

7.  Income  Taxes

We  provide  for  income taxes based on the provisions of Statement of Financial
Accounting  Standards  No.  109,  Accounting for Income Taxes, which among other
things,  requires  that  recognition of deferred income taxes be measured by the
provisions  of  enacted  tax laws in effect at the date of financial statements.
The provision for income taxes for interim periods is calculated on the basis of
the  expected  effective  rate  for  the  full  year.


                                        7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

     Except  for  historical  information  contained  herein,  the  following
discussion  contains  forward-looking  statements  that  involve  risks  and
uncertainties.  Such forward-looking statements include, but are not limited to,
statements  regarding  future events and our plans and expectations.  Our actual
results could differ materially from those discussed herein.  Factors that could
cause  or  contribute to such differences include, but are not limited to, those
discussed  elsewhere  in  this  Form 10-QSB or incorporated herein by reference.
See  "Special  Note  on  Forward-Looking  Statements"  below.

OVERVIEW

     We  provide  Internet-based  yellow  page  listing  services  on  our
Yellow-Page.Net  and  yp.net Web sites.  We acquired Telco Billing, Inc. in June
- ---------------       ------
1999,  and  because  of  this  acquisition changed our primary business focus to
become  an  electronic  yellow  page  listing service.  Our Web sites serve as a
search  engine  for  yellow  page  listings in the United States and Canada.  We
charge  our  customers  for  a preferred listing of their businesses on searches
conducted  by  consumers  through  our  Web  sites.

     With  the acquisition of Telco, we discontinued our prior operations in the
multi-media  software  and  medical  billing  and practice management areas.  We
completed closing down our operations in these areas in the prior fiscal quarter
ended  December  31,  1999.  We  anticipate continued operations in our Internet
yellow  page  listings  business  and in other Internet-based product areas.  We
have  experienced  continued  increases  in competition in the electronic yellow
page  market,  and  continue  to  seek  joint venture and investment acquisition
opportunities to potentially lessen the effects of competition in the electronic
yellow  page  markets.

     We  utilized  direct  mailings  as  our  primary marketing program. We have
experienced  some  attrition  in  our  customer  base  since September 2000.  At
September  31,  2000,  we had 130,592 customers subscribing to our services.  At
December  31,  2000,  we  had 123,408 customers.  We resumed our  direct mailing
program  in  February  2001  on a limited basis.  We believe the decrease in our
customer  base  for  these  periods  was primarily the result of normal customer
attrition  and  due  to  our  suspension of using our direct mailer solicitation
since  June  2000.  In  March 2000, we implemented a customer contact program to
attempt  to  increase our customer satisfaction and decrease customer attrition.
This  program has provided decreased attrition in our customer base and positive
customer  satisfaction.  We  expect  to continue this program, or a variation of
this  program,  for  the  next  six  months.

     Expenditures  related  to  professional  fees were significant in the three
month  period  ended December 31, 2000.  A significant component of professional
fees for this period were the legal fees incurred related to the pending Federal
Trade  Commission  action.  If  this  action  is  settled,  we  would expect our
professional  fees for future periods to be significantly reduced.  See "ITEM 1.
LEGAL  PROCEEDINGS."

     Management  is  actively  pursuing  rescission  and cancellation of certain
common  and preferred stock that was previously issued for services.  Management
has  offered  to  settle this dispute for the return of approximately 66% of the
disputed  shares.  If  this  matter  is  not  favorably  settled,  legal  action
regarding  the  disputed  shares may adversely affect our future earnings due to
costs  of  litigation.  If  we  are successful in canceling some or all of these
shares,  our total outstanding shares will decrease which will positively affect
our  per  share  operating  results  in  the  future.


                                        8
<PAGE>
     We record the value of services compensated with our common stock at 90% of
the  trading  value  of the stock at the dates on which the agreements were made
for  the  services.  The  90%  valuation  amount  reflects  a  discount  for the
restrictions  on  trading  of  those  shares.  During  the three month period we
issued  200,000  shares  of common stock, valued at $44,000 to Angelo Tullo, the
Chairman  of  our Board of Directors, and 75,000 shares valued at $16,500 to Dan
Madero, our Director of Operations. All shares issued are vested over 12 months.
Prior  management  issued  856,000  shares  of common stock in fiscal year ended
September  30,  2000  for  various  consulting  services.  We  are  seeking  the
rescission  of  these  and  other  shares  issued  by  prior  management.

     On  October  26,  2000  we  retained  The Corsi Agency, Inc. to develop and
execute  an  investor  relations program which will include providing consulting
services  related  to public, media, consumer and analyst relations.  Corsi will
also  assist  in  financial  communications  and  corporate imaging.  Management
intends  to  utilize  Corsi to assist with an update of the investor information
portions  of  our  Web sites, as well as delivering more detailed information to
the  press  and  public.

     On  November  1,  2000  we entered into an agreement with Intelligenx, Inc.
d/b/a  i411.com.  Under  the  agreement  we  will  develop  co-branded Web sites
utilizing  the i411.com directory and i411.com will provide hypertext links from
               --------
its other sites that will link to the co-branded directory and our sites.  These
co-branded sites and directory will be available to our end users.  In addition,
our  sites will contain the "Powered by i411.com" logo and searches on our sites
                                        --------
will  utilize  the  i411.com directory, a search engine infrastructure, which we
                    --------
believe will increase the functionality of our site.  This functionality will be
of  benefit  to  our  preferred  customers  in  that it will allow for enhanced,
specific  searches  and perform "key word" searches of our preferred clients' 40
word  description  of  its  business, products or services.  Management believes
this  arrangement  will  provide  better  services to our preferred customers by
enhancing  the  use  of  our  Web  sites  and  increasing the number of searches
performed.  Management  also  believes  that  this  arrangement  will  attract
customers  to  our  current  service offering and may lead to additional revenue
sources.  Under  this arrangement, we will be able to offer additional services,
such  as  the  availability  to more readily set up "Web Stores" for clients and
offer  credit  card  processing  services.  We  will  be able to increase banner
advertising  space  on  our  sites  and  we  anticipate generating revenues from
advertising both on our current sites and on the co-branded sites developed with
i411.com.  We  will  also be able to offer "specialty" yellow page services that
will  include  yellow  page  advertising  developed  for specific purpose users.

     Management  is  exploring  "partnering"  arrangements that will utilize our
direct  mailers.  Management  believes  that  this  may  be  a future additional
revenue  source  and  is  developing  methodologies  to  pursue  this  program.

     On  November  7, 2000 we renegotiated our service arrangement with Ebillit,
Incorporated  a  subsidiary  of  Integretel,  Inc.,  a  billing integrator, that
reduced  our  billing  fees  from  8%  of  gross  submissions  to 2.76% of gross
submissions.  This  new agreement will reduce our costs for billing services and
we  believe  will  increase  our  profitability.

     YP.Net was originally incorporated in Nevada in 1996 as Renaissance Center,
Inc.  Renaissance  Center  and Nuclear Corporation merged in 1997.  Our articles
of  incorporation  were  restated  in  July  1997  and  our  name was changed to
Renaissance  International  Group,  Ltd.  Our  name  was  later  changed to RIGL
Corporation  in July 1998.  With the acquisition of Telco and shift of the focus
of our business, our corporate name was again changed to YP.Net, Inc., effective
October  1,  1999.  The  new  name  was  chosen  to  reflect  our  focus  on our
Internet-based  yellow  page  services.


                                        9
<PAGE>
RESULTS  OF  OPERATIONS

     Internet yellow page services are currently the sole source of our revenue.
Revenues were $4,526,633 for three months ended December 31, 2000 as compared to
$2,297,480  for  the  three  months ended December 31, 1999, a 197.03% increase.
Until  other  sources  of  revenue  are  developed,  our  total revenues will be
directly  dependent  upon  the  number of customers subscribing to our preferred
listing  service.  We  are  presently  seeking  other  revenue  sources.

     Cost  of  sales were $2,886,352 for three months ended December 31, 2000 as
compared  to  $1,075,485 for the three months ended December 31, 1999, a 268.38%
increase.  This  increase  was  primarily a function of our dilution and billing
costs  that vary with revenue.  Cost of sales is comprised of dilution expenses,
direct  mailer  marketing  costs, allowances for bad debt and our billing costs.
Dilution expenses include customer credits and any other receivable write-downs.
Dilution  expenses  were  approximately  $1,679,231  for  the three months ended
December  31,  2000  as compared to $456,539 for the three months ended December
31,  1999,  a  367.82%  increase.  The  increase in dilutions was also caused by
increased  utilization  by our preferred customers of Competitive Local Exchange
Carriers  (CLECs)  for  their  local  telephone  service.  Our  billing  service
providers  do  not  currently  provide  billing  services through CLECs.  We are
currently  working  with  our  billing  service  providers  and certain CLECs to
develop  billing  procedures.

     Selling  expenses,  primarily the costs associated with general advertising
and  market testing of other revenue sources, were approximately $10,806 for the
three months ended December 31, 2000 as compared to $19,798 for the three months
ended  December  31,  1999,  a 54.58% decrease.  This decrease was primarily the
result  of  our  curtailing  marketing  activities pending resolution of our FTC
litigation.

     General  and  administrative  expenses  were  $567,896 for the three months
ended  December  31,  2000  as compared to $1,534,859 for the three months ended
December  31,  1999  a decrease of 270.80%.  For three months ended December 31,
2000, $299,976 of these costs related to our customer service staffing, which we
believe  provides  better service to our customers.   For the three months ended
December 31, 1999 a primary component of our general and administrative expenses
resulting  from  consulting expenses of $737,478.  These expenses were generated
as  a  result of common stock issuances to consultants by prior management.  For
the  three  months  ended  December  31,  2000  our  professional  fees  were
approximately  $165,000,  a significant amount of which related to defending and
negotiating  with the FTC related to the allegations of deceptive advertising in
the  lawsuit  brought  in  June  2000.

     Interest  expense  net of interest income were $168,685 for the three month
ended  December  31,  2000  as  compared  to $171,648 for the three months ended
December  31, 1999.  Interest expense was a result of our debt outstanding.  Our
outstanding  debt  included  debt incurred in connection with the acquisition of
the  URL  Yellow-Page.Net  and  the  reduction  in  interest expense is due to a
          ---------------
decrease in the amount outstanding under our credit facility with Finova Capital
Corporation  and  to  Joseph  and  Helen  Van  Sickle.

     Net  income for was $518,396 or $.01 per diluted share for the three months
ended  December  31,  2000.  Net loss was ($637,515) or ($.02) per diluted share
for  the  three  months  ended  December  31,  1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  provided  by  operating  activities was $871,646 for the three months
ended December 31, 2000.  Revenue was generated solely from providing electronic
yellow  page  preferred listing advertising.  Cash from operating activities for
the  three  months  ended  December  31, 2000 was utilized by an increase in our
accounts  receivable  in the amount of $252,887, in prepaid assets in the amount


                                        10
<PAGE>
of  $184,653  and  trade  accounts  payable  in  the  amount  of $507,786 and by
decreases  in  accrued  liabilities  in  the  amount  of  $189,466  and customer
acquisition  costs  in  the  amount  of  $138,846.

     Cash  used  by  financing  activities  was  $821,928 for three months ended
December  31,  2000.  This  represents  payments  made  to  reduce the principle
balances  of  the  outstanding  notes.

     We  have  an existing asset-based collateralized line of credit with Finova
Capital  Corporation.  Because  of certain technical defaults under the terms of
the  loan agreement, which occurred under prior management, Finova exercised its
right  to  terminate  the  agreement.  We  have  entered  into letter agreements
whereby  Finova  has  agreed  to  forbear  the  exercise of any of its available
remedies through March 8, 2001. Our line of credit has been reduced to $750,000.
Management  is  seeking  other  potential  lenders  that specialize in financing
businesses  utilizing  LEC billings.  We do not anticipate these changes to have
an  adverse  affect  on our ability to continue operating at our current levels.

OTHER  CONSIDERATIONS

     There  are numerous factors that affect our business and the results of its
operations.  Sources  of  these  factors  include  general economic and business
conditions,  federal  and state regulation of our business activities, the level
of  demand  for  our  services,  the  level  and intensity of competition in the
electronic  yellow  page industry and the pricing pressures that may result, our
ability  to  develop  new  services  based on new or evolving technology and the
market's acceptance of those new services, our ability to timely and effectively
manage periodic product transitions, the services, customer and geographic sales
mix  of  any  particular  period,  and  our  ability  to continue to improve our
infrastructure (including personnel and systems) to keep pace with the growth in
its  overall  business  activities.

SPECIAL  NOTE  ON  FORWARD-LOOKING  STATEMENTS

     Except  for  historical  information  contained  herein,  this  Form 10-QSB
contains  express  or  implied  forward-looking statements within the meaning of
Section  27A  of the Securities Act of 1933 and Section 21E of the Exchange Act.
We  intend  that  such forward-looking statements be subject to the safe harbors
created  thereby.  We  may  make written or oral forward-looking statements from
time  to  time  in filings with the SEC, in press releases, quarterly conference
calls  or otherwise.  The words "believes," "expects," "anticipates," "intends,"
"forecasts,"  "project,"  "plans,"  "estimates" and similar expressions identify
forward-looking  statements.  Such  statements  reflect  our  current views with
respect  to future events and financial performance or operations and speak only
as  of  the  date  the  statements  are  made.

     Forward-looking  statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements.  Our actual
results  may  differ  materially  from  such  statements.  Factors that cause or
contribute  to such differences include, but are not limited to, those discussed
elsewhere  in  this  Form 10-QSB, as well as those discussed in our Form 10-KSB.

     Although  we  believe  that  the assumptions underlying the forward-looking
statements  are  reasonable,  any of the assumptions could prove inaccurate with
the  result  that  there  can  be  no assurance the results contemplated in such
forward-looking  statements  will  be  realized.  The  inclusion  of  such
forward-looking information should not be regarded, as a representation that the
future  events,  plans,  or  expectations  contemplated  will  be  achieved.  We
undertake  no  obligation  to  publicly  update,  review,  or  revise  any
forward-looking  statements  to  reflect  any  change in our expectations or any
change  in  events,  conditions,  or  circumstances on which any such statements
based.  Our  filings with the SEC, including our Form 10-KSB, may be accessed at
the  SEC's  Web  site,  www.sec.gov.
                        ------------


                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     YP.Net  is involved in various legal proceedings and claims as described in
our  Form  10-KSB  for  the  year  ended  September  30,  2000.

     A  Women's  Place.  We  have  entered  into  a settlement agreement in this
matter.  Under  the  terms  of  the  settlement,  Holly K. Virgil will return to
YP.Net  220,000 shares of its common stock for a payment of $125,000.  All other
claims  of  each  party  will  be  dismissed.

     Hudson  Consulting Group.  We have made an offer to settle this matter that
is  pending.  The  terms  of  the offer were based upon our analysis of costs to
conclude  the  litigation.

     Federal  Trade  Commission.  On  June 26, 2000 the Federal Trade Commission
("FTC")  filed a complaint against us and other defendants alleging that we were
engaged  in  deceptive  advertising  practices and sought preliminary injunctive
remedies, including the appointment of a receiver over the business and a freeze
on  all  assets.  The  alleged  deceptive  practices  related  to a check mailer
solicitation utilized in our marketing activities.  On July 13, 2000, YP.Net and
all  other  defendants  entered  into a negotiated settlement for the entry of a
preliminary  order that resulted in dismissal of the receiver and dissolution of
the  asset freeze.  We are currently in negotiations with the FTC and anticipate
that  a  final  settlement  will  ultimately  be  reached.

ITEM  2.  CHANGES  IN  SECURITIES

     On  October  1,  2000,  we  issued 200,000 common shares to Angelo Tullo as
compensation  for  services provided as the Chairman of the Board, President and
Chief  Executive  Officer  of YP.Net.  The shares were issued in reliance on the
exemption  from  registration  provided  by  Section 4(2) of the Securities Act.

     In  the  quarter ended December 31, 2000, we issued 75,000 common shares to
Don Madero, our Director of Operations, as compensation.  The shares were issued
in  reliance  on the exemption from registration provided by Section 4(2) of the
Securities  Act.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

10.23     Agreement dated November 1, 2000 between Corsi Agency, Inc. and YP.Net

10.24     Agreement  dated  November  1,  2000  between  Intelligenx, Inc. d/b/a
          i411.com  and  YP.Net

10.25     Forbearance  Letter Agreement dated February 8, 2001 between Telco and
          Finova  Capital  Corporation


REPORTS  ON  FORM  8-K

     No  reports  on  Form 8-K were filed during the three months ended December
31,  2000.


                                       12
<PAGE>
                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
thereunto  duly  authorized.

                                        YP.NET,  INC.




Dated:  February 14, 2001               By  /s/  Angelo  Tullo
                                          --------------------------------------
                                          Angelo Tullo, Chairman of the Board


                                       13
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

AGENCY/CLIENT  AGREEMENT

                                  YP.Net, Inc.
                       4840 East Jasmine Street, Suite 105
                                 Mesa, AZ 85205


<PAGE>
AGENCY/CLIENT  AGREEMENT

This  will  confirm  that  your  company  has  retained  The  Corsi Agency, Inc.
(hereafter  referred  to  as  "Agency)  as  your exclusive agency to provide the
services  listed below under "C" for YP.Net, Inc., an Arizona Corporation, doing
business  as  YP.Net  (hereafter  referred  to  as  "Client").

Effective:  November  1,  2000

A.     PROPRIETARY  RIGHTS
       -------------------

All  ideas  strategies  concepts,  renderings,  o

                 other  similar  property  developed  by,  arising  out
of,  or  as  a result of our relationship, once paid for by Client, shall be the
sole  property  of  Client.

B.     CONFIDENTIALITY
       ---------------

     11  disclosure  by Client to Agency, and all information obtained by Agency
pursuant  to or by reason of our relationship, and all correspondence pertaining
thereto  shall  be confidential. Such information shall not be used by Agency or
disclosed  to  others  without  prior  written  consent  of  Client.

C.     PERFORMANCE
       -----------

This  project  will  be  undertaken  in  two  phases:

During  Phase  1,  during  the  time period of November 1 -January 31, 2000, the
Agency shall develop and execute a sound investor relations program on behalf of
the  Client.  During that period the Agency shall prepare press releases for the
Client  with information supplied by the Client for submittal to the news wires.
Agency will meet with and advise Client on the proper way of 11 getting the news
out"  about  the company and it's affairs and will assist and devise an investor
relations  and  analysts  plan that can be implemented in Phase 2The Agency may
also  provide  counsel  in  the  areas of financial communications and corporate
imaging.

During  Phase  2,  starting February 1, 2001, and continuing for a period of one
year,  the  Agency  shall  provide counsel in the area of investor relations, as
well  as in the areas of public relations, media relations, community relations,
consumer  relations,  industry  relations, analyst relations, and event planning
and  implementation.  The  Agency  may  also  provide  counsel  in  the areas of
financial  communications  and  corporate  imaging.

Corsi/YP.Net  Agency  Agreement
10/26/00


<PAGE>
D.     RETAINER  FEE
       -------------

During  Phase 1, a monthly retainer fee of $9,500.00, for the services described
above,  will  be  due  on  the  first  day  of  each  month  of  service.

During  Phase  2, the investor relations retainer fee of $9500.00 will continue;
additional  Public Relations retainer fees will be negotiated prior to the start
of  Phase  2,  February  1,  2001.

During  Phase  1  and  at  all times thereafter Agency shall provide to Client a
monthly  reconciliation  of  the  time  spent  on  Client's project(s) as billed
against  the  retainer.  This will assist both parties in the negotiation of the
fees  and  retainer for Phase 2 and any subsequent retainers for other projects.

In  addition  to retainer(s), Agency to bill client monthly for clipping service
(estimated  to  be  $265.00)  plus  an  additional  amount  for  each  clip page
(estimated  to be $1.45 each) clipped by the service. Agency will provide client
with  copies  of  the  clips  as  they  are  received and a summary of the clips
received  will  be  included  with  the  client  report.

Fees  and  clipping service fee to be invoiced on the first of the month and are
due and payable on the first of the following month. Payment must be received by
agency  for  work  to continue. Payment of the first two retainers (November and
December)  must  be  received  before  work  is  started.

E.     PROJECTS
       --------

Projects  involving Crisis Communications or Crisis Management are billed at the
hourly  rates (see appendix), if the hours covered Linder the retainer have been
exhausted.  These  charges  are  billed  monthly  as  incurred.

Projects  beyond  the  scope of those covered by the monthly retainers described
above  are  estimated  and  billed  separately by Agency. These projects require
approval  by  Client  prior to time being incurred. These projects would include
extraordinary  activities  such  as attendance at, and travel to and from: press
conferences,  trade  shows, analysts tours and media tours. These projects would
also  include  media  kits,  launches, events, promotions, press conferences and
other  such  projects  or  events.  Projects  require  a  50%  payment  prior to
commencement of the assignment. The balance of the approved project cost will be
billed  upon  completion.

F.     MISCELLANEOUS  EXPENSES
       -----------------------

Client  authorizes  Agency  to  act as its agent in purchasing the materials and
services  required  to  perform agreed-upon projects and services on its behalf.

Corsi/YP.Net  Agency  Agreement
10/26/00


<PAGE>
No  miscellaneous  out-of-pocket  expenses  over  $200  shall be incurred by the
Agency  without  Client  approval. All such expenses are billed to the Client at
net  cost. Items included in this category are messengers, air express, freight,
postage,  telephone/fax  charges,  travel  on  the  Client's  behalf,  etc.

G.     ESTIMATES
       ---------

Client to be furnished with a written estimate of costs before work commences on
any  phase  of  a project or job failing outside the scope of retainer services.
Client will be asked to sign and return a copy of this work estimate, along with
a  50%  payment,  in  advance,  thereby  authorizing  Agency to commence work.

Estimates  reflect the Drobable costs based on information Drovided to Agency at
such  time.  Costs may increase or decrease due to Client changes, specification
changes, or other items beyond the Agency's control.  Client will be notified of
all  cost  increases above $200 before work is processed by phone or in writing,
if  time  permits  to  extend  purchase  order.

H.     PAYMENT
       -------

Client hereby agrees to pay retainer invoices submitted by Agency within fifteen
(15)  days  and  to pay all other invoices submitted by the Agency within thirty
(30)  days.  All  applicable sales and/or use taxes will be billed to Client for
each  project.  Estimates  of  projects  do  not  include  taxes.

Invoices  not  paid  within  thirty (30) days will incur interest charges at the
rate  of  1.5%  interest  per  month  until  paid.

Accounts  unpaid  at 60 days shall be placed on credit hold and work in progress
terminated  until  such  time  as  the  account  becomes  current.

I.     TERMS  AND  CANCELLATIONS
       -------------------------

1. The terms of this agreement are subject to review at any time. This agreement
is  cancelable  by  Client  or  Agency.  Effective date of cancellation shall be
thirty  (30)  days  after  receipt  of  written  notice.

2.  During  this  thirty (30) day period, all terms and conditions stated herein
remain  in  effect.  At  the  time of notification, all work in progress will be
reviewed  and  completion  details  determined.  All costs to Agency incurred on
Client's  behalf  will  be  billed  to  Client,  whether  or  not  projects  are
completed.  Attorney  and/or  collection  fees  will  be  charged in addition to
balance  due  if collection proceedings become necessary to secure moneys due to
Agency.

3. This agreement shall be governed and construed in accordance with the Laws of
the  State  of  California.

Corsi/YP.Net  Agency  Agreement  10/26/00


<PAGE>
4.  Agency  agrees  that  Client  shall have the right to approve of any and all
advertising  or  public  relations  materials  before  they  are  published  or
disseminated  by Agency. In the event that Client makes any correction or change
in  copy  or  other  materials  submitted to it by Agency, Agency shall have the
right  to  approve  said  changes  prior  to  publication  or  dissemination.

5.  Client  agrees to defend, indemnify and hold harmless Agency of and from any
and  all claims, fines, losses, damages, costs, expenses, payments, judgments or
settlements,  (including  reasonable attorney's fees and costs of court) arising
out  of  the  services  performed by Agency for Client under this agreement, the
contents  of  or  use,  publication  or  dissemination  of  a  news  release,
advertisement,  commercial  or any other communication or the use of any product
or  service advertised or publicized therein or thereby. Provided, however, that
the  obligation  to  defend, indemnify or hold harmless herein shall not include
any  negligent  or  wrongful  act by Agency or the contents use, publication, or
dissemination  of  any  documentation  or  information  by  Agency  which is not
previously  approved  in  writing  by  Client.

Please sign and return to Agency the original of this letter and retain one copy
for  your  files.

Respectfully,
The  Corsi  Agency

By:



AGREED  TO  AND  ACCEPTED:

By:

Name

Corsi/YP.Net  Agency  Agreement  10/26/00

Title

DATE:

DATE:



<PAGE>
APPENDIX

                                The Corsi Agency
                                  Service Fees

Agency  Principal/Director  of  Public  Relations
Account  Supervisor
Senior  Account  Executive
Account  Executive
Account  Assistant
Account  Coordinator

Corsi/YP.Net  Agency  Agreement  10/26/00

$275/hour
$175/hour
$175/hour
$150/hour
$135/hour
$85/hour


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                    I411.COM
                        CO-BRANDED SYNDICATION AGREEMENT

THIS  CO-BRANDED  SYNDICATION AGREEMENT ("Agreement") is entered into as of this
1st  day  of November, 2000 ("Effective Date"), by and between Intelligenx, Inc.
d/b/a  i411 Lcom, a Delaware corporation with its principal place of business is
located  at 14320-D Sullyfield Circle, Chantilly, Virginia 20151     and YP.Net,
Inc.,  a Nevada corporation with its principal place of business located at 4840
East  Jasmine  Street, Suite 105, Mesa, Arizona 85205 ("YP.Ne ') (each a 'Tqqy",
and  collectively,  the  "Parties"  to  this  Agreement).

YP.NET SITES:     CO-BRANDED  SITE:       I411 BRAND:  POWERED BY i411 Lcorn
www.yp.net        www.i4l Lcom/ypnet      YP.NET BRAND:  yp.net and formatives

WHEREAS,  i4ll  has  rights  to a database of directory business listings and to
proprietary  Internet  infiustructure  technology  that  allows i4l I to provide
affiliated  Web  sites  with customized directory content and fimctionality that
allows  full  text and categorized searching of online data consisting of yellow
page  business  listings  that  are  organized  into  geographic and product and
service categories ('1411 Direc"), and YP.Net wishes to receive a license to use
                   ------------
and  distribute  a  co-branded  i4l 1 Directory in connection with its business.

NOW,  THEREFORE,  in consideration of the terms and conditions set forth herein,
i4ll  and  YP.Net  agree  as  follows  intending  to  be  legally  bound:

SECTION  1.  CO-BRANDED  DIRECTORY LICENSEDuring the Term (as defined in Section
- ------------------------------------------
20)  and subject to the provisions of this Agreement, i4ll hereby agrees to make
available  from the Co-Branded Site (as identified in the table above) to YP.Net
and its authorized end users (the "End Users") of the YP.Net Site (as identified
in  the  table above) the co-branded i4ll directory as described in Schedule One
hereto  (the "Co-Branded Directo"). Ile CoBranded Directory shall consist of all
             -------------------
the  business listings in the i4ll Directory and any updates thereto made during
the  Term.  The  Co-Branded  Directory  shall be hosted and served by All or its
subcontractors.  For  that purpose, subject to the provisions of this Agreement,
i4l  I  hereby  grants  to  YP.Net  a  non-exclusive, non-transferable right and
license  during  the  Tenn  to permit End Users to access and use the Co-Branded
Directory  as  it  is available from the Co-Branded Site only and solely for the
personal or internal business use of the End User and not for purposes of resale
or,  leasing, re-compilation, re-distribution, re-syndication, re-traiismission,
time-sharing  or  use  for the benefit of any third-party, except as provided in
this  agreement.

SECTION 2. CO-BRANDED SITE LICENSE.During the Term and subject to the provisions
- -----------------------------------
of  this  Agreement,  i4ll  hereby  agrees  to provide the functional Co-Branded
Directory  as  more  fully  described  in  Schedule  One  hereto. The Co-Branded
Directory shall depict the i4ll Brand (as identified in the table above) and the
YP.Net  Brand  (as  identified  in  the  table above), as well as other symbols,
identifiers  and  "look  and  feet"  as reasonably agreed to by the Parties. The
Co-Branded  Site  shall  be  accessed  by End Users from the YP.Net Site or such
other  sites  controlled by YP.Net and from which redirection to the YP.Net site
may  be  accomplished  under  applicable  laws,  through  one  or more clickable
hypertext links positioned throughout the pages of the YP.Net Site. Such link(s)
shall  point  to  the  Co-Branded  Directory  (unencumbered  by fi-ames or other
formatting  added  by  a  third-party  not  affiliated with YP.Net), which shall
appear  as  a  result  of activating the links. For that purpose, subject to the
provisions  of  this  Agreement,  Al  I  hereby  grants  YP.Net a non-exclusive,
non-transferable right and license during the Term to link to, cache and display
the Co-Branded Site, solely for the personal or internal business use of the End
User  and  not  for  purposes  of  resale  or  leasing,  re-compilation,  ,
re-distribution,  re-syndication,  re-wansmission,  time-sharing  or use for the
benefit  of  any  third-party except as provided in this agreementYP.Net agrees
that  it  shall  not,  knowingly  or  intentionally,  establish  or  permit  the
establishment of any pointers or links between the Co-Branded Site (or any other
web  site)  and  the  i4l  I web site located at www.i4l Lcom. without the prior
written  approval  of  i4ll unless otherwise permitted in this Agreement, except
for  redirecting  a  user  from  different  URL  addresses

YP.NET  SYNDICATION  AGREEMENT


1
<PAGE>
controlled by YP.Net to www.yp.net and links from other web sites to www.yp.net.
It  is  the  responsibility  of  YP.Net  to ensure that all known redirecting of
users/traffic  and any framing/linking to the sites involved herein is done in a
manner  that  complies  with  applicable  laws.

SECTION 3. SUBMISSION MODULELICENSE. The Co-Branded Site shall include an online
- ----------------------------
submission  module (with "look and feel" as reasonably agreed to by the Parties)
accessible  from  the Co-Branded Site whereby YP.Net (and its authorized agents)
and  businesses whose information is accessible through the Co-Branded Directory
(die "Listed Businesses")may validate available data and/or order Search Visible
     --------------------
Storefronts  Tm  and  changes,  upgrades,  enhancements, additional branding and
other  customization  for  their  listings  (the  "SubmissionModule").  For that
                                                  -----------
purpose, subject to the provisions of this Agreement, i4l I hereby grants YP.Net
(and  its  authorized agents) a nonexclusive, non-transferable right and license
during  the  Term  to  access  and  utilize,  and permit End Users to access and
utilize,  the  Submission Module through the Co-Branded Site or such other sites
as  described  herein, only and solely for the personal or internal business use
of  YP.Net  (and  its authorized agents) or the End User and not for purposes of
resale  or  leasing,  re-compilation,  re-distribution,  re-syndication,
re-transmission,  time-sharing or use for the benefit of any third-party. YP.Net
agrees  that  it shall not~ knowingly or intentionally, use or permit the use of
the  Submission  Module  for  any  other  purpose.  i411 shall maintain commerce
responsibilities  and  accounting  for  all  transactions  conducted through the
Submission  Module.

SECTION 4. I411 MEMBERSHIP MEDALLION PRODUCT LICENSE.During the Term and subject
- -----------------------------------------------------
to  the  provisions  of  this Agreement, i4lI hereby agrees to make available to
YP.Net,  as  part  of  the Submission Module, a means of identifying membership,
functionality  that allows Listing Businesses to add prominence to their listing
by  placing  a  unique  marking or symbol next to their listing which identifies
their  membership in a specific community of interest ("Membership Medallions").
                                                       ------------
Al  I  will  develop  the  Membership  Medallions  based on parameters agreed to
between  i4l  1 and YP.Net. YP.Net and i4l I shall jointly own all rights in and
to  the  Membership  Medallions.

SECTION  5. TRADEMARK LICENSE. Subject to the provisions of this Agreement, i4ll
- -----------------------------
grants  to YP.Net the nonexclusive, right and license during the Term to use and
display  the  i4ll Brand and other trademarks of i411 identified in Schedule Two
hereto  (the i4l I Brand and such other trademarks collectively referenced to as
the  "i4l  1  Trademarks")for  the  sole purpose of implementing the YP.Net Site
              ------------
branding  contemplated  by  this Agreement, and undertaking jointly with i411 or
otherwise  as  authorized  in  writing by i4ll efforts to promote and market the
relationship  created  by this Agreement, the Co-Branded Site and the Co-Branded
Directory and the products and services of i4l 1. Notwithstanding the foregoing,
uses  of the i4l I Trademarks by YP.Net are subject to the prior approval of i4l
1, which shall not be unreasonably withheld or delayed. YP.Net agrees that i4l I
owns  all  rights to the Al 1 Trademarks and that all use thereof by YP.Net will
inure to the benefit of i4l 1. YP.Net will not challenge i4l I's rights to the A
11  Trademarks  or  cause  or  direct  any  third  party  to  do  so.

SECTION  6.  RESTRICTIONS. The licenses granted by i4l I under this Agreement do
- -------------------------
not include the right to sublicense. YP.Net agrees that it may not, knowingly or
intentionally,  modify  or  create derivative works from the i411 Directory, the
Co-Branded  Site,  the  Co-Branded  Directory,  the  Submission  Module  or  the
Membership  Medallions  without  the prior written consent of i4ll. Specifically
excluded  from  the  licenses  granted  by i411 under this Agreement is, without
limitation, any use or operation of the i4II Directory, the Co-Branded Directory
or  the Membership Medallions (i) on or through any Internet site other than the
YP.Net  Site;  and (ii) for use in connection with products configured to be, or
World  Wide  Web  pages  specifically  designed for, wireless, WAP, Palm, mobile
computing,  or  satellite delivery services or applications. As new technologies
from  the  World  Wide  Web  arise within the Internet and wireless environment,
YP.Net  may  request  permission  from  i4II  prior  to  applying  the CoBranded
Directory  to  new  uses.  i4l  1,  upon evaluation of the proposed opportunity,
reserves the right to negotiate with YP.Net the terms and conditions of any such
additional  licenses.

SECTION  7.  END USER AND LISTED BUSINESSES TERMS AND CONDITIONS. The Co-Branded
- ----------------------------------------------------------------
Site  and  the  Co-Branded  Directory  shall  be  available to End Users and the
Submission  Module  and  Membership Medallions shall be available to YP.Net, End
Users  and  the  Listed Businesses subject to reasonable terms and conditions of
usage  established  by i4ll and YP.Net agrees that i4ll may require that YP.Net,
End  Users  and Listed Businesses accept such terms on an electronic "clickwrap"
basis  (that  is,  by means of terms and conditions presented on an online basis

YP.NET  SYNDICATION  AGREEM[ENT


2
<PAGE>
and  which  get accepted by the user electronically). YP.Net agrees to post such
terms  and  conditions  of usage in the YP.Net Site and to establish a clickable
link  to  the terms and conditions in near proximity to the Co-Branded Directory
link on the YP.Net Site. YP.Net may impose other reasonable terms and conditions
applicable  to  use  of  the  Co-Branded  Site,  Submission Module or Membership
Medallions  in  YP.Net's  reasonable  discretion.

SECTION 8. YP.NET PARTICIPATION AND LICENSES.YP.Net shall be responsible for (i)
- ---------------------------------------------
hardware  and  software required to link the YP.Net Site to the Co-Branded Site,
(ii)  all  aspects  of  the  YP.Net  Site,  and  (iii)  exercise  its reasonable
commercial  efforts  to meet the milestones applicable to YP.Net as described in
Schedule  One hereof YP.Net shall provide i4ll or its agents in a timely manner,
when  reasonably  requested, artwork for the rendition of the YP.Net Brand which
YP.Net  desires be used on the Co-Branded Site and the Membership Medallions (if
a  pre-existing  marking  is used), as well as other YP.Net content and markings
necessary  for  the  Co-Branded Site (collectively, the "YP.Net Contenf').YP.Net
                                                        ------------------
also agrees to provide to i4II in a timely manner, any other information, input,
feedback,  and  recommendations  reasonably  requested  by  i4ll  or  its agents
regarding  the  YP.Net-specific  elements  of  the  Co-Branded Directory. To the
extent  use  of  any  YP.Net Content, the Membership Medallions or any component
thereof  requires  a  license  from any third-party, YP.Net agrees to obtain the
necessary  rights and licenses in order to permit the activities contemplated by
this  Agreement.  Subject  to  the  provisions  of this Agreement, YP.Net hereby
grants Al I a non-exclusive right and license during the Term to use, reproduce,
distribute,  transmit,  display  and make derivative works based upon any YP.Net
content  and  any logos, names, markings and other symbols provided by YP.Net to
i4l 1 solely for purposes of Al I (directly or through its agents and suppliers)
(a)  meeting  its  obligations  under  this  Agreement,  (b)  displaying  and
distributing  the  Co-Branded  Site,  the  Co-Branded  Directory, the Submission
Module  and  the  Membership  Medallions,  and  (c)  performing  marketing  and
promotional  activities agreed to by Y?.Net. In addition, subject to approval by
Y-P.Net,  i4l  I  shall  have the right to display, on print or electric format,
screen  shots  or  the  live  Co-Branded  Site, the Co-Branded Directory, or the
Submission Module, for purposes of promotion and marketing of i4l I products and
services.

Subject  to  the  provisions  of  this  Agreement,  YP.Net  grants  to i4l I the
non-exclusive,  non-transferable  right  and  license during the Term to use and
display  the  YP.Net Brand and other trademarks of YP.Net identified in Schedule
Two  hereto  (the YP.Net Brand and such other trademarks collectively referenced
to as the "YP.Net Trademarks")for the sole purpose of implementing the i411 Site
          --------------------
branding  contemplated by this Agreement, and undertaking jointly with YP.Net or
otherwise  as  authorized in writing by YP.Net efforts to promote and market the
relationship  created  by this Agreement, the Co-Branded Site and the Co-Branded
Directory  and  the  products  and  services  of  Y?.Net.  Notwithstanding  the
foregoing,  uses  of  the  YP.Net  Trademarks  by  i4ll  are subject tothe prior
approval  of  YP.Net, which shall not be unreasonably withheld or delayed. i4l 1
agrees  that  YP.Net  owns  all rights to the Y?.Net Trademarks and that all use
thereof  by  i4l I will inure to the benefit of YP.Net. i4l I will not challenge
YP.Net's  rights  to the YP.Net Trademarks or cause or direct any third party to
do  so.

SECTION  9.  PREFERRED  POSITION PLACEMENT.  During the  Term and subject to the
- --------------------------------
provisions of this Agreement, i411 hereby agrees to make available to YP.Net, as
part  of the Submission Module, a means of providing preferential identification
of  YP.Net's  affiliated enhanced business listings. Each of the YP.Net enhanced
listings  (each  a "Preferred Business")are to be converted into a YP.Net Search
                   ---------------------
Visible  StorefrontT11  pursuant  to  the terms set forth m" Schedule One hereto
shall  be given preferred position placement in the Co-Branded Directory as well
as all other directories in the i411 directory syndicate network. For any set of
search  results  in  the  Co-Branded  Directory  and  any  directory in the i4lI
directory  syndicate  network, Preferred Businesses shall always be listed first
(in  alphabetical  order  among  Preferred  Businesses), before any other Listed
Businesses ("Preferred Position Placemene').Any listed business that purchases a
           ---------------------------------
Search  Visible  StorefrontT11  through  the Submission Module shall be deemed a
Preferred  Business  and  shall be given Preferred Position Placement. All shall
make  good  faith,  reasonable commercial efforts to frequently update and index
the  list  of  Preferred  Businesses.

SECTION  10.  IMPLEMENTATION, DELIVERY  AND ACCEPTANCE The implementation of the
- ------------------------------------------------------
Co-Branded Site shall be in accordance with the Schedule of Project Deliverables
contained  in  Schedule  One  hereof,  as  it  may  be amended by the Parties in
writing. i4ll shall exercise its reasonable commercial efforts to make available
the  Co-Branded Site, the Co-Branded Directory and all other deliverables by the
dates  indicated  in  Schedule  One  hereto.  This deadline is subject to YP.Net
providing  all  necessary  YP.Net  Content  and  meeting  its  participation
requirements  as  described  in  Section 8 above in a timely manner. i4l I shall
notify  YP.Net  of  the  availability  of  the  Co-Branded  Directory  and

YP.NET  SYNDICATION  AGREEMENT


3
<PAGE>
shall  demonstrate  to  YP.Net  at  a  mutually  agreed  to  time  and place the
functionality  of  the  Co-Branded  Directory. Thereafter, YP.Net shall have the
right  for a period of five days after first availability of the Co-Branded Site
and the Co-Branded Directory to test the functionality and operation thereof and
to  advise  i4l 1 in writing of any apparent errors. i4ll agrees to exercise its
best  efforts  to  correct  any  errors  in the functionality and operation. The
CoBranded  Directory  will  be  deemed accepted by YP.Net on the sixth day after
first  availability and notification to YP.Net from i4l I of the Co-Branded Site
and  the  Co-Branded Directory, provided no errors are reported to i4l 1, or all
errors  reported  have  been  corrected  to  the  satisfaction  of  YP.Net.

SECTION 11. CHANGES AND UPDATES.During the Term, i4l I shall not make changes to
- --------------------------------
the  YP.Net-specific  elements  of  the  Co-Branded  Directory except upon prior
consultation  with  and  approval  of  YP.Net.  During  the  Term, the CoBranded
Directory  shall  be  updated  on  a periodic basis by i4l I as Al I adds to its
general  database  new  or changed directory listings, which are relevant to the
Co-Branded  Site.  i4ll  shall  from time to time make improvements, as it deems
necessary, to the functionality. As i411 develops new products and tunctionality
for the wired Web, these newly developed features will be deployed for YP.Net at
no  cost  or  set-up  fee.  This  preceding  sentence  applies  for features and
functionality  that  are developed by Al I and made available for commercial use
pursuant  to  its planned product development efforts. The Parties may agree, by
addendum  to  this  Agreement,  upon additional terrns and conditions upon which
additional  services  or  functionality  may  be  provided  by  i4l  1.

During the Term, i4l I may monitor the information residing on or transmitted to
the  i411  Directory. i4l I reserves the right, upon providing written notice to
YP.Net,  to  temporarily,  or permanently, modify, reject, alter, discontinue or
delete any information residing on or transmitted to the i4l I Directory through
any online submission module the Parties agree and believe to be unacceptable or
in  violation  of  (i)  any  applicable  laws, regulations or other governmental
requests  or (ii) the Terms and Conditions set forth in the Legal Notices of the
i4l  I  website.

SECTION 12. COLLECTION AND USEOF DATA. Al I shall collect data regarding traffic
- ------------------------------
and  usage relating to the CoBranded Site and Co-Branded Directory ("Usage Da').
                                                                   ----------
Usage Data and all intellectual property rights relating thereto shall belong to
i4l  1. i411 shall share periodically Usage Data with YP.Net, solely for use for
the  internal  business purposes of YP.Net and not for re-sale. Usage Data shall
not  include  any  data  collected by YP.Net relating to End Users of the YP.Net
Site, the property rights of which shall belong to YP.Net. YP.Net and Al I shall
consult with each other to develop and post appropriate privacy polices relating
to  the  use  of  Usage  Data.

Section 13. MARKETING AND BRANDING OPPORTUNITIES.The Parties shall exercise good
- -------------------------------------------------
faith  and  reasonable  efforts  to undertake joint and individual marketing and
branding  efforts  relating  to  the  Co-Branded  Directory  and  the  Parties'
respective product and services as described in Schedule One hereto and as other
further  agreed  to  by  the  Parties  from  time  to  time.

SECTION  14. CUSTOMIZED SIGNATUREBAR. i4ll shall develop and deploy a customized
- ---------------------------------
signature  bar  for  use  in  YP.Net's e-mail system, as more fully described in
Schedule  One  hereto.  The  HTML-based product will present a search bar on any
e-mail  sent  from  YP.Net,  which  when  used will open a browser window to the
Co-Branded  Directory  and  launch  a  search  based  on  the  word(s)  entered.

SECTION  15.  TRACKING MECHANISM.As more fully described in Schedule One hereto,
- ---------------------------------
i411 shall provide YP.Net with a tracking mechanism that enables YP.Net to track
the  users  that log in to the Submission Module and make changes, including the
date that the changes are made, and the nature of the change (edit, add, delete)
(the "TrackingMechanism"). The Tracking Mechanism shall also include the ability
     ---------
to  sort  by  date  and  type  of  change.

SECTION  16.  FEES  AND  REVENUE SHARIN. YP.Net shall pay to i411 the set-up and
- ---------------------------------------
licensing  fees set forth on Schedule One hereto. i411 and YP.Net shall share in
advertising  revenues on the Co-Branded Site as more fully described in Schedule
Three hereof For shared advertising revenues collected by YP.Net through a local
exchange  carrier  ("LEC"),the  Parties  shall  share evenly in the net receipts
                   --------
after  deduction  of  a  45%  LEC  fee.  For  advertising  revenues that are not
collected  through  LEC  billing,  the  Parties  shall share evenly in the gross
receipts.  Shared  advertising  revenues  shall  include  Search  Visible
StorefrontSTM,  Membership Medallions, coupons and banner advertisements (all as
described  more fully in Schedule Three hereto). Revenue sharing shall expressly
not  apply  to  GIF graphics or Bronze Search Visible StorefrontSTM, the pricing
for  which  is  described  in  Schedule  Three  hereto.

YP.NET  SYNDICATION  AGREEMENT


4
<PAGE>
There  shall  be  no revenue sharing between the Parties for advertising sold by
third  parties  or  submitted  from  third  party  websites.

During  each  year  of the Term, if the number of search queries executed in the
Co-Branded  Directory  exceeds  1,000,000,  then  YP.Net  shall  pay to i4l I an
overage  fee  in the amount set forth on Schedule Four for such excess number of
queries.  If  incurred, i4l I shall provide written notice to YP.Net in the form
of  an  invoice  for  the  amount  due,  which  shall be accompanied by a report
containing such information which is reasonably necessary for the computation of
the  associated  overage fee. Such overage fee shall be paid by YP.Net within 15
days  of  notification  by  i4l  1, unless such fee is disputed in good faith by
YP.Net.  For  purposes of this Section 16, a "search query" shall consist of any
single  request  for  information  transmitted  to  i4l  I servers, software and
network  equipment,  whether  such request be for category selections or keyword
inputs.

SECTION  17.  PAYMENT  OF  FEES.Allfees and shared revenues under this Agreement
- -----------------------------------
shall  be paid by either Party by check or direct deposit into the other Party's
account.  In  the  case  of  the  monthly  license fee described in Schedule One
hereto,  YP.Net  shall pay to i4l I the first month's license fee on the date of
live  deployment  of  the  Co-Branded  Directory,  with  all  subsequent monthly
payments during the Term due on each monthly anniversary of such live deployment
date.  In  the  case  of shared revenues described in Schedule Three hereto, the
collecting  Party  shall pay the other Parry on the 15 th of the month following
receipt of the revenues by the collecting Party. In the case of shared revenues,
the  Parties  agree that accompanying each payment due hereunder it will deliver
to  the  other  Party  a  report containing such information which is reasonably
necessary  for  the  computation  of  the  associated  payment. The Parties will
maintain accurate and complete records concerning the computation and payment of
any  amount  due  the other Party for a period of one year from the date of each
payment.

All payments due to either Party hereunder shall be paid to either Party in U.S.
Dollars.  If  either  Party fails to pay a fee due and owing in a timely manner,
such  Party  agrees to pay late charges on any amounts outstanding for more than
30  days, at the rate of the lesser of one and one-half percent (1.5%) per month
or  the  maximum  permitted  by  law.  Balances  remaining more than ninety (90)
calendar  days  past due shall give rise to a material breach of this Agreement.
Each  Party  agrees  to  pay reasonable costs of collection that the other Party
incurs  in  collecting from the other any amounts past due under this Agreement.

SECTION  18.  SYNDICATION REFERRALS.i4l I shall pay to YP.Net a referral fee for
- ------------------------------------
any  syndications  sold  by i4l I to third-party customers introduced to i4ll by
YP.Net. Such syndications may consist of a co-branded arrangement between YP.Net
and  the  third-party  customer  (powered  by  i4l  1), a co-branded arrangement
between  i4lI  and  the third-party customer, or a private label arrangement for
the  third-party customer. YP.Net shall use the i4l I pricing model set forth in
Schedule  Five  hereto, or such other pricing model as Al I and YP.Net may agree
to  in  writing.  For any syndication sale referred to i4lI as described in this
Section  18,  YP.Net  shall  receive  a  referral  fee  consisting of 20% of all
hifi-astructure  Charges  and  Syndication  Fees (as described under the heading
Pricing  Considerations), or such other fees as i4l I and YP.Net may agree to in
writing.

SECTION  19.  TERM.The  Agreement shall be in effect commencing on the Effective
- -------------------
Date  and continuing through the day before the two-year anniversary of the date
of  live  deployment  of  the  Co-Branded  Directory  (the "Initial Term").After
                                                           ----------------
expiration  of  the  Initial  Term,  this  Agreement  shall  be  deemed  renewed
automatically  on  a  year-toyear  basis for successive one year periods (each a
"Renewal Term")unless terminated by Y-P.Net or i411 upon written notice at least
 ------------
ninety  (90)  days  prior  to  the expiration of the Initial Term or any Renewal
Term, as the case may be (the Initial Term as extended by any Renewal Term shall
be  referred to as the "Term"). Either Party may terminate this Agreement at any
time  in  the event of a material breach by the other Party that remains uncured
after  thirty  (30) days written notice thereof. Either Party may terminate this
Agreement  immediately  following written notice to the other Party if the other
Party  becomes  or  is  declared  insolvent  or  BANKRUPT

SECTION  20. OWNERSHIP.  Subject to  the  next sentence, YP.Net acknowledges and
- ---------------------
agrees  that~  as  between  i411  and  YP.Net,  i411  owns all right, title, and
interest  in and to the i411 Directory, the Co-Branded Directory, the Submission
Module, the Co-Branded Site and the technology underlying any of them, including
all  trademarks, copyrights, patent rights, look and feel and other intellectual
property  rights  therein.  i4l  I  acknowledges  and  agrees

YP.NET  SYNDICATION  AGREEMENT


5
<PAGE>
that  YP.Net  shall  retain  all rights, title and interest in and to the YP.Net
Trademarks,  the  YP.Net  Site  and  the  YP.Net  Customer  Data  and  Content.

Upon  the  expiration  or termination of this Agreement, YP.Net shall remove any
and  all links from the YP.Net Site to the Co-Branded Site and/or the Co-Branded
Directory  and each Party shall cease using the trademarks, service marks and/or
trade  names of the other except, as the Parties may agree in writing, or to the
extent  permitted  by  applicable  law.

Any  content  that  is changed, enhanced, or improved by End Users or YP.Net, or
through  joint  efforts  of i4l I and YP.Net, shall be jointly owned by Al I and
YP.Net  so that each Party can use such information during and after the Term of
this  Agreement, provided that YP.Net shall not use it during the Tenn to create
a  product  that  competes  with  the  Co-Branded  Directory.

SECTION  21.  REPRESENTATIONS  AND  WARRANTIES.
- -----------------------------------------------

i4l  I  represents  and  warrants that (i) to the best of i4l I's knowledge, the
i4ll  Trademarks, i4l I Directory, the CoBranded Directory, the Co-Branded Site,
the  Submission  Module,  and  the  other products and services provided by i4II
hereunder  do not infringe or misappropriate the intellectual property, privacy,
or  other  proprietary  rights  of  third  parties,  (ii) to the best of i4l I's
knowledge,  the  i4l I Directory, the Co-Branded Directory, the Co-Branded Site,
the  Submission  Module,  and  the  other products and services provided by i411
hereunder  do  not  include any virus, time bomb, back door, or other device for
disabling  the  Co-Branded  Directory or Co-Branded Site or the hardware used to
operate  or  access  the  Co-Branded  Directory  and  Co-Branded  Site  or  for
surreptitiously  collecting  personal  information  from  users  who  access the
Co-Branded  Directory  and  Co-Branded  Site.

YP.Net  represents and warrants that (i) to the best of its knowledge, it is not
subject to any written agreement, written directive, memorandum of understanding
or  order  with  or  by  any  court or governmental authority restricting in any
material  respect  its  operation or requiring any materially adverse actions by
YP.Net;  (ii)  it  is in compliance in all material respects with all applicable
laws  and regulations and is not in default in any material respect with respect
to  any  material order applicable to YP.Net, including YP.Net's commitmentto be
                                                                 ----------
compliant  with  any order issued by the Federal Trade Commission or the Arizona
State's  Attorney  general with respect to YP.Net's business practices, (iii) as
of the date hereof, there is no Litigation (as defined below) pending, or to the
knowledge  of  YP.Net,  threatened  against YP.Net, except that a matter pending
before  the  Arizona  State's Attorney General has been settled in principle but
YP.Net has not entered into a final order with respect thereto and, accordingly,
the  matter  may  still  be  considered  pending  and  is  an exclusion from the
representation  made  above.  During  the Term, YP.Net agrees to promptly notify
i411  of  any  Litigation  pending  or,  to  the knowledge of YP.Net, threatened
against  YP.Net.  "Litigation"  means  any  suit,  action, arbitration, cause of
action,  claim,  complaint,  criminal prosecution, investigation, demand letter,
governmental  or  other  administrative proceeding, whether at law or in equity,
before  or  by any court or governmental authority, including the Federal  Trade
Commission, or  before  any  arbitrator.

Each  Party  represents and warrants to the other Party that: (i) such Party has
the  full  corporate  right power and authority to enter into this Agreement, to
grant  the Agreement licenses granted hereunder and to perform the acts required
of it hereunder; and (ii) the execution of this Agreement by such Party, and the
performance  by  such  Party of its obligations and duties hereunder, do not and
shall not violate any agreement to which such Party is a party or by which it is
otherwise  bound  or  any  applicable  law.

ASIDE  FROM THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, WITH
RESPECT  TO  THE  CO-BRANDED  DIRECTORY  AND  THE  CO-BRANDED  SITE,  EACH PARTY
SPECIFICALLY  DISCLAIMS  ALL  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR A
PARTICULAR PURPOSE, AND ANY WARRANTY OF TITLE OR NON-INFRINGEMENT. MOREOVER, All
EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF
THE  DIRECTORY LISTINGS IT USES AS THE BASIS FOR THE CO-BRANDED CONTENT AND WITH
RESPECT  TO  ANY  INFORMATION  PROVIDED  BY  YPNET  OR  ANY  LISTED

YP.NET  SYNDICATION  AGREEMENT


6
<PAGE>
BUSINESS.  i411  MAKES  NO  REPRESENTATION THAT OPERATION OF THE CO-BRANDED SITE
WILL  BE  UNINTERRUPTED  OR ERROR-FREE OR THAT ALL ERRORS CAN BE CORRECTED. i4II
MAKES  NO  REPRESENTATION  THAT  AT  ANY TIME IT CAN SUPPORT A LEVEL OF END USER
TRAFFIC ON THE CO-BRANDED WEB SITE AND CO-BRANDED WIRELESS SITE IN EXCESS OF THE
LEVEL  OF  END  USER  TRAFFIC  THAT CAN BE SUPPORTED BY ITS THEN-EXISTING SERVER
SYSTEM.

SECTION  22.  CONFIDENTIALI. Each Parry agrees (i) that it shall not disclose to
- ---------------------------
any third party or use any Confidential Information disclosed to it by the other
except  as expressly permitted in this Agreement and (ii) that it shall take all
reasonable  measures  to  maintain  the  confidentiality  of  all  Confidential
Information  of  the  other  Party  in  its possession or control. "Confidential
                                                                   -------------
Information"  includes  information  about  the  disclosing  Party's  (or  its
- -----------
suppliers") business or activities, which shall include all business, financial,
technical and other information of a Party marked or designated by such Party as
"confidential"  or  "proprietary."  Confidential  Information  shall not include
information  that  is  in  or  enters  the  public domain without breach of this
Agreement  or  the receiving Party knew prior to receiving such information from
the  disclosing  Party.  Without  the  need  for  marking, the Parties agree the
royalty  reports  provided by i4l I to YP.Net pursuant to this Agreement and the
terms of this Agreement shall be deemed to be the Confidential Information of Al
1.  Notwithstanding  the  foregoing,  each  Party  may  disclose  Confidential
Information  (i)  with  prior  notice  to the other, to the extent required by a
court  of competent jurisdiction or other governmental authority or otherwise as
required  by  law  or  (ii)  on  a  "need-to-know"  basis under an obligation of
confidentiality  to  its  legal  counsel, accountants, banks and other financing
sources  and  their  advisors.

Each Party agrees that the terms and conditions of this Agreement, including all
Exhibits  and  schedules hereto, and any policies, business practices, plans and
methods not in the public domain which may be known or disclosed by either Party
to  the  other  as a result of this Agreement will be held in confidence and not
disclosed  to  any  third  party  for  any  reason.

SECTION 23. LIMITATION OF LIABILI. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, OR
- ---------------------------------
THEIR  RESPECTIVE  STOCKHOLDERS, OFFICERS, DIRECTORS OR AFFILIATES BE LIABLE FOR
INDIRECT,  SPECIAL,  INCIDENTAL,  EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS) ARISING FROM OR OTHERWISE RELATED TO BREACH OF
THIS  AGREEMENT,  YPNET'S  USE  OR  INABILITY  TO  USE  THE  CO-BRANDED  SITE OR
SYNDICATED  CONTENT, OR ANY CAUSE OF ACTION WHATSOEVER INCLUDING BUT NOT LIMITED
TO  CONTRACT,  WARRANTY,  STRICT LIABILITY, OR NEGLIGENCE, EVEN IF THE PARTY HAS
BEEN  NOTIFIED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

THE  LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE
AMOUNTS  PAID  OR  OWING  UNDER  THIS  AGREEMENT.

SECTION  24.  INDEMNIFICATION.
- ------------------------------

i4l  I  agrees,  at  its expense, to indemnify, defend and otherwise hold YP.Nct
harmless  from  any  costs  (including  reasonable  attorney's fees) and damages
awarded  to  third  parties arising from or related to (i) any third-party claim
that  i4l  I's technology, i4l I Trademarks, the i4l 1 Web site, any i4l I Brand
or  marks  placed  on  the  Co-Branded Site or Co-Branded Directory, or any i411
Brand  or  marks  provided to YP.Net by i411 for placement upon the YP.Net Site,
infringe  upon  any  patent,  copyright,  trademark,  trade  secret  or  other
proprietary  right  of  any  third  party;  or  (ii)  any third-party (including
governmental  entity  or  agency)  claim  against  i4l  1,  including  without
limitation,  any  action  against  i4l I alleging deceptive trade or advertising
practices

YP.Net  agrees,  at  its  expense,  to indemnify, defend and otherwise hold i411
harmless  from  any  costs  (including  reasonable  attorney's fees) and damages
awarded  to  third  parties arising from or related to (i) any third-party claim
that  any  YP.Net's  Brand, YP.Net Content, YP.Net Trademarks or marks placed on
the  Co-Branded  Site  or  CoBranded  Directory,  or  any  YP.Net Brand or marks
provided  to i411 by YP.Net for placement upon the i4ll Site, infiringe upon any
patent,  copyright,  trademark,  trade  secret or other proprietary right of any
third  party;  or (ii) any third-party (including governmental entity or agency)
claim  against  YP.Net,  including without limitation, any action against YP.Net
alleging  deceptive  trade  or  advertising  practices.

YP.NET  SYNDICATION  AGREEMENT


7
<PAGE>
Each  Party's  obligation  to  indemnify  the  other  Party  requires  that  the
indemnified  Party  promptly  notify  the  indemnibjing Party of any claim as to
which indemnification will be sought and provide the indemnifying Party with the
right  to solely defend and settle such claim, with the reasonable assistance of
the  indemnified Party. The indemnifying Party shall have exclusive control over
the  defense  and  is  not  bound  to  any  settlement  without  prior  consent.

SECTION  25.  GENERAL.
- ----------------------

     Arbitration.  In the event  of disputes between the Parties arising from or
     ------------
concerning  in  any  manner  the  subject  matter  of this Agreement, other than
disputes involving rights to intellectual property and confidential information,
the  Parties  shall refer the dispute(s) to the American Arbitration Association
in  the  State  and county where the party who is not commencing the arbitration
(the  equivalent  of  the  defendant)  resides,  for  resolution through binding
arbitration  by  a  single arbitrator agreed upon by the Parties pursuant to the
American Arbitration Associations rules applicable to commercial dispute. If the
Parties  cannot  agree  upon  an  arbitrator  within  thirty (30) days, then the
Parties  agree  that  a  single  arbitrator  shall  be appointed by the American
Arbitration  Association.  The arbitrator may award attorney's fees and costs as
part  of  the  award.

(b)  Counterparts;  Amendment.  This Agreement may  be  executed in counterparts
     ------------------------
(including  facsimile  counterparts),  each of which shall serve to evidence the
Parties'  binding  agreement. This Agreement may only be modified or amended, or
any  rights under it waived, by a written document executed by both Parties. Any
Schedule  not  available  at the time this Agreement is executed shall be agreed
upon,  initialed,  and  attached  by  the  Parties as soon after execution as is
practicable, but failure to attach any Schedule shall not affect the validity of
this  Agreement  unless  the  Parties  are  in  material  disagreement as to the
contents  of  any  unattached  Schedules.

(c) Force Mai. Any delay in or failure of performance by either Party under this
    ---------
Agreement  shall  not  be  considered  a  breach  of this Agreement and shall be
excused  to the extent caused by any occurrence beyond the reasonable control of
such  Party  including,  but  not  limited  to,  acts  of  God,  power  outages,
governmental  restrictions,  or  any act or failure to act by the other Party or
such  other  Party's  employees,  agents  or  contractors.

(d)  Assignment.  Neither Party shall voluntarily or by operation of law assign,
     -----------
give,  transfer,  license,  or otherwise transfer all or any part of its rights,
duties,  or  other  interests  in this Agreement ("Assignin'), without the other
                                                 ----------
Party's  prior written consent, which consent shall not be unreasonably withheld
or  delayed.  Notwithstanding the foregoing, this Agreement and its benefits and
burdens  (i) may be assigned by either Party with notice and the written consent
of the other Party (such written consent not to be unreasonably withheld) to any
person  or  entity  acquiring  that  Party  by  merger  or  acquiring  all  or
substantially  all  of  that  Party's assets; and (ii) may be assigned by either
Party  with  notice  and  the  written  consent of the other Party (such written
consent  not  to be unreasonably withheld) to any majority-owned subsidiary that
provides  directory  services  in  the  United  States.

(e)  Binding on Successors and Assign. This Agreement shall inure to the benefit
     --------------------------------
of  and  be  binding  upon the Parties hereto and their permitted successors and
assigns,  including  any  temporary  or permanent receivers or receiverships and
government  or  bankruptcy  trustees.

(f) Governing L. This Agreement shall be governed by and construed in accordance
    -----------
with  the laws of the Commonwealth of Virginia, notwithstanding the actual state
or  country  of  residence  or  incorporation  of  i4l  I  or  YP.Net.

(g)  Relationship of Parties.  The Parties are independent contractors and shall
     ----------------------
have  no power or authority to assume or create any obligation or responsibility
on  behalf  of  each  other.  This Agreement shall not be construed to create or
imply  any  partnership,  agency  or  joint  venture.

(h)     Severabili.  In  the  event that any of the provisions of this Agreement
        ----------
are  held  to  be  unenforceable  by  a
court or     arbitrator, the remaining portions of the Agreement shall remain in
full  force  and  effect.

YP.NET  SYNDICATION  AGREEMENT


8
<PAGE>
(i)     Waiver. The waiver or failure of either Party to exercise in any respect
any  right  provided  for  in  this
Agreement  shall  not  be  deemed  a  waiver  of  any  ftirther right under this
Agreement.

j)     Survival.  Theprovisions  concerning proprietary rights, confidentiality,
       --------------
indemnity,  disclaimers  of  warranty, limitation of liability, termination, and
governing  law  shall  survive  termination  of  this  Agreement.

(k)  EntireAgreement.Except for the Mutual Non-Disclosure Agreement, dated as of
     ----------------
September  6,  2000,  between the Parties, this Agreement constitutes the entire
understanding  between  the  Parties hereto and their affiliates with respect to
its  subject  matter  and  supersedes  all  prior or contemporaneous agreements,
representations,  warranties and understandings of such Parties (whether oral or
written).  No  promise,  inducement,  representation or agreement, other than as
expressly  set  forth  herein,  has  been made to or by the Parties hereto. This
Agreement  and  its  schedules  hereto may be amended only by written agreement,
signed  by  the  Parties  to  be  bound  by  the  amendment. Parole evidence and
extrinsic  evidence  shall be inadmissible to show agreement by and between such
Parties  to  any  term  or condition contrary to or in addition to the terms and
conditions  contained  in  this  Agreement.

     Notice.  Any  notice under this Agreement shall be in writing and delivered
by  e-mail  or  facsimile,  and one or more of the following: personal delivery,
express  courier,  or certified or registered mail, return receipt requested, at
the  addresses  stated below, or such other address as that party may specify in
compliance with this section. Notice shall be deemed given the day following the
date  of  receipt  of  the  e-mail  or  facsimile  at:

To YP.Net:      Daniel  Madero
                Director  of  Operations  /  Technology
                YPNET
                4840  E.  Jasmine  Street
                Mesa,  AZ  85205
                Fax:  (480)654-9727
                E-mail:  dan.madero@yp.net

With copy to:   Randy  Papetti
                Legal  Counsel
                Lewis  and  Roca
                40  N.  Central  Avenue
                Phoenix,  AZ
                Fax:  (602)  734-3865
                E-mail:  rpapetti@lrlaw.com

To  i4l  1:

lqbal  A.  Talib
President  and  Chief  Executive  Officer
Intelligenx,  Inc.  d/b/a  i4l  Lcom
14320-D  Sullyfield  Circle
Chantilly,  Virginia  20151
Fax:  (703)  631-1277
E-mail:  italib@i4l  Lcom

With copy to:   Lars  0.  Scofield
                Vice  President  and  Legal  Counsel
                Intelligenx,  Inc.  d/b/a  Al  Lcom
                14320-D  Sullyfield  Circle
                Chantilly,  Virginia  20151
                Fax:  (703)  631-1277
                E-mail:  Iscofield@i4l  Lcom

YP.NET  SYNDICATION  AGREEMENT


9
<PAGE>
     IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be
executed  by  their duly authorized representatives as of the Effective Date set
forth  above.

YP.NET,  INC.


Name:


Title:

INTEL,  LIGENX,  INC.

Name:

Title:

YP.NET  SYNDICATION  AGREEMENT


10
<PAGE>
                                  SCHEDULE ONE
                                  ------------
                   Project Objectives and Deliverables (SCOPE)

1.   Deploy  Co-Branded  Directory  at  www.yp.net


Deployed  Co-Branded  Directory

i4l  I to provide data formatting requirements (TBD). YP.Net to provide look and
feel specifications (TBD). YP.Net to provide formatted data (TBD) Integration of
YP.Net  enhanced  listings  into  YP.Net  Search  Visible  Storefronts"'  (TBD).

- -    Beta  Deployment  of  Co-Branded  Directory  (TBD)

- -    Live  Deployment  of  Co-Branded  Directory  (30  Days
     after  the  execution  ofthe  definitive  agreement).

2.   Deploy  a  co-branded  Submission  Module

accessible  at  YP.Net  Site  that  allows  YP.Net,  its
agents,  and  businesses  to  validate  information  and
enhance  directory  listings  on-line.

3.   Deploy  a  customized  signature  bar  for  YP.Net's  e-

mail  system  that  interacts  with  the  co-branded
directory.

4   Deployed  Submission  Module

YP.Net  to  provide  look  and  feel  specifications  (TBD).  Beta  deployment
ofcustomized  submission  module  (30  days  after live deployment of Co-Branded
Directory).

a     Deployed  YP.Net  Signature  Bar

YP.Net  to  Provide  look  and  feel  specifications  (10/27/00)

Live  Deployment  of  tool  to  add signature bar (10 days after live deployment
ofthe  Co-Branded  Site).

4.     Deploy  reporting  mechanism  that  enables  YP.Net

to  track  changes  that  are  made  online  including  the
nature  of  the  change  (edit,  addition,  deletion).

Deployed  Tracking  Mechanism

YP.Net  to  provide  specifications  (10/27/00)

Beta  deployment  of reporting mechanism (30 days after deployment of Submission
Module).

Live  Deployment  (10  days  after  beta  deployment)

Pricing  Considerations

1.  SET-UP  FEE  (ONE  TIME)

For  integration  of  YP.Net  merchant information and development of customized
co-branded  directory,  online  submission  module,  e-mail  signature  bar  and
mechanism  for  reporting  on  changes  made  online.

S  35,000  (due  upon  execution  of  this  Agreement)

2.  LICENSE  (MONTHLY)

UNLIMITED  customized  YP.Net Search Visible Storefronts'm (enhanced listings as
described  in  schedule  two)  plus  up  to  I  million  queries.
                                                -----------------

$  15,000  /  month

Amount  Due  Upon  Execution  of  Agreement:  $  35,00
                                              --------

YP.NET  SYNDICATION  AGREEMENT


11
<PAGE>
                                  SCHEDULE TWO
                                  ------------
                                   TRADEMARKS
                                   ----------

i4ll  Trademarks:

i4l  Lcom
i4ll

YP.Net  Trademarks:

[to  be  completed]
- -------------------

YP.NET  SYNDICATION  AGREEMENT


12
<PAGE>
     SCHEDULE  TE0?.EE
     -----------------
REVENUE  SHARING  ARRANGEMENT
- -----------------------------

 .     Price  /  month  TBD

Price  TBD

0     $5-500  /cpm
*     Depends  on  Traffic

50%150%

50% / 50% (if directly billed). IfLEC -billed, then 50/50 after 45% selling cost

50% / 50% (if directly billed). IfLEC -billed, then 50150 after 45% selling cost

Price  TBD

50% / 50% (if directly billed). IfLEC -billed, then 50150 after 45% selling cost

See  Schedule  Five  for  definition  and  pricing  model  for  Syndication

For syndications refered to i4l I by YP.Net YP.Net will receive 20% of the first
year's  Infi-astructure  and  Syndication  fee.

Y-P.Net  Search  Visible  Storefronts  TM

BASIC LISTING + Prefered Placement Telephone Number 2 Fax Number E-Mail Link Web
Link  I  Web  Link  2  Hours  of  Operation 50 Word Business Description Brands,
Product  and  Service  Function

Company  Name  Address Line I Address Line 2 City, State, Zip Telephone Number I
Product  and  Service  Categories Geographic Location Categories Map and Driving
Directions  (to  extent  offered  by  Mapquest)

Free

Revenue  to  i4l  I  included  in  monthly  license  fee

BRONZE+  GIF

Price  TBD  (S2.50  to  i4l  I  per  GIF  per  month)

SILVER  +
Additional  Words  (500  Max)
Additional  Graphic  Image  (2  Total)
Steaming  Audio  and  Video

Price TBD (50% / 50% (if directly billed). If LEC - billed, then 500/a/50% after
45%  sefling  cost)

YP.NET  SYNDICATION  AGREEMENT


13
<PAGE>
                                  SCHEDULE FOUR
                                  -------------
                                  OVERAGE FEES
                                  ------------

0-299,999
300,000-999,999
1,000,000-1,999,999
2,000,000-4,999,999
5,000,000+

$10,000  $20,000  $30,000  S60,000  S60,000  +  $.012  per  query

Overage  Fees are to be calculated annually, and are not cumulative. That is, if
the  number  of excess queries falls within the tier of 5,000,000 +, the Overage
Fee  is  $60,000  plus  the  calculated  incremental  amount.

If  the  number  is  between 1,000,000 and 1,999,999, the Overage Fee is $30,000
only.

YP.NET  SYNDICATION  AGREEMENT


14
<PAGE>
                                  SCHEDULE FIVE
                                  -------------
                 PRICING MODEL FOR SYNDICATIONS TO THIRD PARTIES
                 -----------------------------------------------

This  schedule  refers to syndication defined as distribution to other web sites
for  display  to  their  end  users  of  records that already exist in the i4l I
database  that  are  organized  into  a defined product or service category or a
defined  location category or a combination thereof "Syndication", as it is used
in  this  agreement,  does  not  refer  to the collection and integration of any
third-party  data.

1.  Set-Up  Fee

2.  INFRASTRUCTURE  CHARGE  (ANNUAL)

3.  SYNDICATION  FEE  (ANNUAL)

Based  on  requirements

Based  on  annual  traffic  expectations:

Up  to  299,999  queries: $10,000
- -------------------------

300,000  -  999,999 queries:  $20,000
- -------------------

1,000,000  -  4,999,999 queries:  $30,000
- -----------------------

5  million  +  queries:  $60,000  +  S.0  12  per  query

Based  on  Number  of  Listings

Up  to  99,999  Listings: $5,000
- -------------------------

100,000-4,999,999 Listings: $10,000
- ---------------------------

5  million  listings+:  $25,000

Syndication  and  Infrastructure Fees are not cumulative. That is, if the number
of expected queries falls within the tier of 5,000,000 +, the Infrastructure Fee
is  $60,000  plus  the  calculated  incremental  amount.

YPNET  SYNDICATION  AGREEMENT


15
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

F  I  N  0",  o0A'

FINANCIAL  INNOVATORS


Via: FEDERAL EXPRESS
- --------------------

February  8,  2001

Mr.  Angelo  Tullo
President  &  Chief  Executive  Officer
TELCO  BILLING,  INC.
4840  East  Jasmine  Street,  Suite  105
Mesa,  AZ  85205

FINOVA  CAPITAL  CORPORATION  COMMERCIAL  SERVICES

355  SOUTH  GRAND  AVENUE  SUITE  2500 LOS ANGELES, CA 90071

TEL  213253  1600  FAX  213  625  3155


Re:  FORBEARANCE  LETTER  AGREEMENT RE EVENTS OF DEFAULT UNDER LOAN AND SECURITY
     AGREEMENT  DATED  AUGUST  31,  1999 (AS  AMENDED  FROM  TIME  TO  TIME, THE
     "LOAN AGREEMENT";  CAPITALIZED  TERMS  USED  HEREIN SHALL HAVE THE MEANINGS
     GIVEN IN  THE  LOAN  AGREEMENT  UNLESS  OTHERWISE  DEFINED)  BETWEEN  TELCO
     BILLING,  INC.  ("BORROWER")  AND  FINOVA CAPITAL CORPORATION ("FINOVA") AS
     SUCCESSOR BY MERGER TO FREMONT  FINANCIAL  CORPORATION

Dear  Mr.  Tullo:

This  Amendment  to  Forbearance  Letter  Agreement  (this "Agreement") is being
entered into by and between FINOVA and Borrower with reference to the following:

A.     On  or  about  August  31,  1999,  Borrower  and  FINOVA  entered  into a
$3,000,000 credit facility  (the "Credit Facility"),  as  evidenced  by the Loan
Agreement,  consisting  of  a  revolving  credit  line up to a maximum amount of
$3,000,000.  In  connection  with  the  Credit Facility, YP. Net, Inc., formerly
known  as  RIGL  Corporation,  ("Guarantor")  executed  a  Continuing  Guaranty
("Guaranty")  dated  August  31,  1999,  in  favor  of  FINOVA,  guarantying all
Obligations.

B.     The  Loan  Agreement,  the  Guaranty  and  all  other  Loan Documents are
collectively  referred  to  herein  as  the  "Loan  Documents".

C.     Certain  Events  of  Default occurred under the Loan Agreement and FINOVA
agreed  to  forbear  from  exercising  its rights  and  remedies in exchange for
certain concessions from Borrower as more fully described in that certain Letter
Agreement  dated  August  4,  2000  between  FINOVA  and  Borrower ("Forbearance
Agreement").

D.     Pursuant  to  the  Forbearance  Agreement,  FINOVA agreed to forbear from
exercising  its  rights and remedies, subject to the conditions set forth in the
Forbearance  Agreement,  until  October  3,  2000.  Such  forbearance period was
subsequently  amended  by  various  letter  amendments  until  February 7, 2001.


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  2

E.     Borrower  has  requested  FINOVA to further extend the forbearance period
for  an  additional  period  of time to allow Borrower additional time to obtain
financing sufficient to fully repay the Obligations. FINOVA is willing to extend
the  forbearance  period  under  the  terms  of  this  Agreement.

NOW  THEREFORE, for good and valuable consideration, the receipt and adequacy of
which  are  hereby  acknowledged,  FINOVA  and  Borrower  agree  as  follows:

1.     Acknowledszement  of  FactualRecitals. The parties acknowledge the truth,
       -------------------------------------
accuracy and validity of the foregoing factual recitals and incorporate the same
into  this  Agreement.

Acknowledgment  of  Validity  and  Enforceabilily  of  Loan  Documents  and
- ---------------------------------------------------------------------------
Obligations.  Borrower acknowledges and agrees that the Loan Agreement and other
- ------------
Loan  Documents  are  valid  and  enforceable  according  to  their terms. As of
February 07, 200 1, the total amount of the outstanding principal balance of the
Revolving  Advances  is  approximately  $747,529.03  plus all accrued but unpaid
interest,  fees  and  charges.

3.     Acknowledgment of Validily of Security Interest.Borrower acknowledges the
       ------------------------------------------------
validity  of  FINOVA's security interest in the Collateral and acknowledges that
the  Collateral  continues  to  secure  all  of  the  Obligations.

4.     Acknowledgment  of  Defaults.Borrower acknowledges that Events of Default
       -----------------------------
exist  under  the  Loan Documents and that, but for this Agreement, FINOVA could
exercise  all  of  its  rights  available  thereunder  or  at  law or in equity.

5.     No Defenses. Borrower acknowledges that it has no valid offset or defense
to  the  Obligations  now  or hereafter owing under the Loan Agreement, nor does
Borrower have any valid claim against FINOVA and, thbrefore, admits and confirms
that it does not have any legal right or theory on which to invoke or obtain any
legal  or  equitable relief to abate, postpone or terminate FINOVA's enforcement
of  its rights to repayment of Obligations now or hereafter owing under the Loan
Agreement  and  specifically  waives and relinquishes any such right to legal or
equitable  relief  to  cause  any  abatement, postponement or termination of any
enforcement  proceedings  commenced  by  FINOVA.

6.     Reaffirmation  of  Loan  Documents.  Borrower  and,  where  applicable,
       ----------------------------------
Guarantor,  each  reaffirms  and ratifies the terms of the Loan Documents in all
respects.  Except  as  specifically  provided herein, Borrower acknowledges that
nothing  in  this  Agreement  shall (a) be construed to limit or restrict FINOVA
from exercising its rights and remedies under the Loan Documents with respect to
any  other defaults thereunder or with respect to any default by Borrower in the
performance  of  its  obligations  hereunder, or (b) relieve or release Borrower
from any of the obligations, covenants or provisions required to be performed or
observed  under  the  Loan  Documents  or  hereunder.


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  3

7.  Forbearance.
    ------------

(a)     Forbearance Period.  Provided Borrower performs all terms and conditions
        ------------------
in  this  Agreement, and no Events of Default other than those referenced in the
Default  Letters  (as  defined in the Forbearance Agreement) shall have occurred
under  the  Loan  Agreement, FINOVA shall forbear from exercising its rights and
remedies  under  the  Loan  Documents  until  March  9,  2001  (the "Forbearance
Termination  Date").  Upon  the  earliest  to  occur  of  (i)  the  Forbearance
Termination  Date,  (ii) the occurrence of an Event of Default or (iii) a breach
by Borrower of the terms and conditions of this Agreement, all Obligations shall
be  immediately due and payable and FINOVA may resort to all rights and remedies
available  under  the  Loan  Documents,  at  law  and/or  in  equity.

(b)     Forbearance Terms.  During the  period  this Agreement is in effect, the
        -----------
following  terms  shall  apply:

     (i) Section 2.1A of the Loan Agreement shall be deleted in its entirety and
replaced  with  the  following:

     A. REVOLVING ADVANCES. Upon request of Borrower made at any time during the
term hereof and so long as no Event of Default exists, FINOVA shall, at its sole
discretion, make advances (Revolving Advances) to Borrower in an amount equal to
(a)  fifty  percent  (50%)  of  the  aggregate  outstanding  amount  of Eligible
Accounts;  provided, however, that in no event shall the aggregate amount of the
outstanding  Revolving  Advances  be greater than the sum of Seven Hundred Fifty
Thousand Dollars ($750,000) (the Revolving Advance Limit). FINOVA may reduce its
advance  rates  on  Eligible  Accounts,  reduce  the Revolving Advance Limit, or
establish  resetves with respect to borrowing availability if FINOVA determines,
in  its  sole  discretion,  that  there  has occurred, or is likely to occur, an
impairment  of  the  prospect  of  repayment  of  all  or  any  portion  of  the
Obligations, the value of the Collateral or the validity or priority of FINOVA's
security  interests  in  the  Collateral.

     (ii)  No  less  than  one week before the beginning of each month, Borrower
shall  provide  FINOVA with a monthly budget for the next month setting forth in
detail,  on  a  week  by  week basis, all of the expenses to be paid by Borrower
during  the  next  month  and  such  other  information as FINOVA shall request.
Revolving  Advances  will  only  be  made  by  FINOVA  to Borrower to the extent
necessary  to  fund  the  items  on  such budgets which are permitted to be paid
pursuant  to  the Loan Agreement and which FINOVA is satisfied are necessary for
Borrower  to  conduct  its  daily  operations.

     (iii)  Interest  on the outstanding Obligations shall continue to accrue at
the  default  rate  as  provided  in  Section  2.5A  of  the  Loan  Agreement.


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  4

8.     Conditions Precedent. FINOVA's agreement to enter into this Agreement and
       --------------------
grant  the  forbearance  provided  herein  is  expressly conditioned on Borrower
executing  and  delivering  this  Agreement  to  FINOVA and causing Guarantor to
execute  and deliver an acknowledgment and reaffirmation of the Guaranty and the
release  provided  herein, on or before 5:00 p.m. California time on February 8,
2000.

9.     Default.  Failure by Borrower to comply with all terins and conditions of
this Agreement shall constitute a default hereunder, following which FINOVA may,
without  notice  to  Borrower, resort to all rights and remedies available under
the  Loan  Documents,  at law and/or in equity, including without limitation the
liquidation of all Collateral. Borrower agrees that, upon such event of default,
Borrower  shall  cooperate with FINOVA in orderly liquidating the Collateral and
in  the  exercise  of  all  of  FINOVA's  rights  as  a  secured  lender.

10.  No  Further  Forbearance.  Borrower acknowledges FINOVA is not obligated to
         ---------------------
grant  further  extensions  beyond  the Forbearance Termination Date and that no
such  commitment  has  been  communicated.

11.  RELEASE.  BORROWER AND GUARANTOR, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
REPRESENTATIVES,  EMPLOYEES,  PREDECESSORS,  SUCCESSORS,  AGENTS  AND  ASSIGNS
(COLLECTIVELY,  "RELEASING  PARTIES")  EACH  HEREBY  RELEASE, REMISE AND FOREVER
DISCHARGE  FINOVA,  AND  ITS  OFFICERS,  DIRECTORS,  EMPLOYEES,  PREDECESSORS,
SUCCESSORS,  AGENTS  AND ASSIGNS (COLLECTIVELY "RELEASED PARTIES"), FROM ANY AND
ALL  CLAIMS,  DEMANDS, ACTIONS, CAUSE OR CAUSES OF ACTION HERETOFORE ARISING OUT
OF, OR CONNECTED WITH OR INCIDENTAL TO THE LOAN AGREEMENT OR ANY LOAN DOCUMENTS.
THIS  GENERAL  RELEASE  IS INTENDED TO BE A FUN AND COMPLETE RELEASE OF ANY SUCH
CLAIMS,  DEMANDS, ACTIONS, CAUSE OR CAUSES OF ACTION CONNECTED IN ANY WAY TO THE
LOAN  AGREEMENT  AND  WHICH  HAVE  HERETOFORE  ARISEN.

RELEASING  PARTIES  EACH ACKNOWLEDGE AND AGREE THAT THEY ARE AWARE THAT THEY MAY
HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION
TO  OR  DIFFERENT  FROM  THOSE  WHICH  THEY  NOW  KNOW  OR  BELIEVE  TO BE TRUE.
NEVERTHELESS,  IT  IS  THE INTENTION OF THE RELEASING PARTIES, AND EACH OF THEM,
THROUGH  THIS  AGREEMENT, TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS
AND  CLAIMS  RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE
EXISTED. IN THIS REGARD, RELEASING PARTIES SPECIFICALLY WAIVE THE BENEFIT OF THE
PROVISIONS  OF  SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH
PROVIDES:  "A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT  KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH  IF  KNOWN  BY  HIM'  MUSTHAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."



Borrower's  Initials                              Guarantor's  Initials


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  5

12.  Fee.  In  consideration  of the extension to the forbearance period granted
hereby,  Borrower shall pay to FINOVA  a  fee  of      shall  be  fully  earned
and  due  and  payable  on  the  date  hereof.

13. Representations and Warranties of Borrower and Guarantor.To induce FINOVA to
    ---------------------------------------------------------
execute and deliver this Agreement, each of Borrower and Guarantor represent and
warrant  that:

(a)  The  execution,  delivery and performance by Borrower and Guarantor, as the
case  may  be, of this Agreement, and all documents and instruments delivered in
connection  herewith  and  therewith  have  been  duly  authorized;  and

(b)  Neither  the execution, delivery or performance of this Agreement or any of
the  documents  or instruments delivered in connection herewith or therewith nor
the  consummation  of  the  transactions  contemplated hereby or thereby does or
shall  contravene,  result  in  a  breach  of,  or  violate (i) any provision of
Borrower's  or  Guarantor's  corporate  charter  or  bylaws  or  other governing
documents, (ii) any law or regulation or any order or decree of any court or any
governmental  instrumentality  or  (iii) any indenture, mortgage, deed of trust,
lease agreement or other instrument to which Borrower or Guarantor is a party or
by  which  any  of  their  property  is  bound.

14.  Miscellaneous.
     --------------

(a)  This Agreement, the Forbearance Agreement and the Loan Documents constitute
the  entire  agreement  of the parties hereto with respect to the subject matter
hereof  and supercedes any prior oral or written agreements concerning the same.
Except  as expressly amended hereby, all of the terms of the Loan Agreement, the
Forbearance  Agreement and other Loan Documents remain in full force and effect.

(b)  In  the  event  any  legal  action is commenced to enforce or interpret any
provision  of  this  Agreement,  the  prevailing  party in such legal action, as
determined  by  a  court of competent jurisdiction, shall be entitled to receive
from the other party the prevailing party's reasonable attorneys' fees and court
costs.

(c)  This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed  an original, but all of which, when taken together, shall constitute one
and  the  same  document.

(d) The parties have retained, or have had the opportunity to retain, counsel to
represent them in the transactions contemplated in this Agreement, have read and
understand  this Agreement and, therefore, the principle of construction against
draftsmen  shall  have  no  application in the interpretation of this Agreement.

(e)  GOVERNING  LAW;  WAIVERS.  THIS  AGREEMENT,  INCLUDING  WITHOUT  LIMITATION
     -------------------------
ENFORCEMENT  OF  THE  OBLIGATIONS,  SHALL  BE


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  6

INTERPRETED  IN  ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS
RULES)  OF  THE STATE OF CALIFORNIA GOVERNING CONTRACTS TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE. BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY
STATE  OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF LOS ANGELES IN THE STATE OF
CALIFORNIA  OR, AT THE SOLE OPTION OF FINOVA, IN ANY OTHER COURT IN WHICH FINOVA
SHALL  INITIATE  LEGAL  OR  EQUITABLE  PROCEEDINGS  AND WHICH HAS SUBJECT MATTER
JURISDICTION  OVER  THE  MATTER IN CONTROVERSY. BORROWER WAIVES ANY OBJECTION OF
FORUM  NON  CONVENIENS  AND  VENUE.  BORROWER  FURTHER  WAIVES  ANY RIGHT IT MAY
OTHERWISE  HAVE  TO  COLLATERALLY  ATTACK  ANY  JUDGMENT  ENTERED  AGAINST  IT.

(f)     MUTUAL WAIVER OF  RIGHT  TO JURY TRIAL.  FINOVA AND BORROWER EACH HEREBY
        ---------------------------------------
WAIVES  THE  RIGHT  TO  TRIAL  BY  JURY  IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING  OUT  OF,  OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER
PRESENT  OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii)
ANY  CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS,
OFFICERS,  EMPLOYEES,  AGENTS,  ATTORNEYS  OR  ANY OTHER PERSONS AFFILIATED WITH
FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT
OR  TORT  OR  OTHERWISE.

(g)  The  invalidity,  illegality,  or  unenforceability  of any provision in or
obligation  under  this Agreement in any jurisdiction shall not affect or impair
the  validity,  legality,  or  enforceability  of  the  remaining  provisions or
obligations under this Agreement or of such provision or obligation in any other
jurisdiction.

(h)  Each  of  the Borrower and Guarantor agrees to take all further actions and
execute all further documents as FINOVA may from time to time reasonably request
to  carry  out  the  transactions  contemplated  by  this  Agreement.

THEREFORE,  the  parties  have  entered  into  this  Agreement on the date first
written  above.

TELCO  BILLING,  INC.

By

Name:

Title:

FINOVA  CAPITAL  CORPORATION


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  7

By:

Name:

Title:


<PAGE>
TELCO  BILLING,  INC.
2/8/01
Page  8

Guarantor's Acknowledgment
- --------------------------

The undersigned Guarantor consents and agrees to the terms of this Agreement and
reaffirms  and  restates  in  all  respects  the Continuing Guaranty executed in
connection  with  the  Loan Agreement and agrees that it remains unconditionally
liable  for  the  prompt  payment  and performance of all of the Liabilities (as
defined  in  such  Continuing Guaranty), without defense, claim, counterclaim or
setoff  of  any  nature.

YP.  NET,  INC.

By:

Name:

Title:


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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