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<SEC-DOCUMENT>0001015402-03-003113.txt : 20030807
<SEC-HEADER>0001015402-03-003113.hdr.sgml : 20030807
<ACCEPTANCE-DATETIME>20030806181833
ACCESSION NUMBER:		0001015402-03-003113
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20030807
EFFECTIVENESS DATE:		20030807

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YP NET INC
		CENTRAL INDEX KEY:			0001045742
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				850206668
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-107721
		FILM NUMBER:		03827329

	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>S-8
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
     As filed with the Securities and Exchange Commission on August 6, 2003
                                                     Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                  YP.NET, INC.
             (Exact name of Registrant as specified in its charter)

NEVADA                                                                85-0206668
(State or other jurisdiction                                   (I.R.S. EMPLOYER)
incorporation or organization)                               Identification No.)

                       4840 EAST JASMINE STREET, SUITE 105
                               MESA, ARIZONA 85205
               (Address of Principal Executive Offices) (Zip Code)

                          YP.NET, INC. 2003 STOCK PLAN
                            (Full title of the Plan)

                                Daniel M. Mahoney
                              SNELL & WILMER L.L.P.
                               One Arizona Center
                             Phoenix, AZ 85004-0001
                     (Name and Address of Agent for Service)
                                 (602) 382-6384
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE

================================================================================================
TITLE OF SECURITIES TO    AMOUNT TO BE   PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
    BE REGISTERED          REGISTERED        OFFERING         AGGREGATE OFFERING    REGISTRATION
                                         PRICE PER SHARE(1)         PRICE(1)             FEE
                          ----------------------------------------------------------------------
<S>                       <C>           <C>                  <C>                   <C>
Common Stock,                3,000,000  $             2.165  $          6,495,000  $      525.45
..001 Par Value
(2003 Stock Plan)
================================================================================================
<FN>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
     of 1933, on the basis of the average of the high and low prices for shares
     of common stock on the Over-the-Counter bulletin Board on August
</TABLE>


<PAGE>
                                  INTRODUCTION

     This Registration Statement on Form S-8 is filed by YP.NET, Inc., a Nevada
corporation (the "Registrant"), relating to 3,000,000 shares of its common
stock, par value $.001 per share (the "Stock"), issuable to eligible employees
of the Registrant under the YP.NET, Inc. 2003 Stock Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
        -----------------------------------------------

     The documents containing the information related to the Plan, which is
being filed as an exhibit to this Registration Statement (the "Registration
Statement") and documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement, which taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933 (the "Securities Act") will be sent or given to the participant by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.
        ----------------------------------------------------

     As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act.  The statement shall include the address listing the title
or department and telephone number to which the request is to be directed.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
        -----------------------------------------------

     The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934 and are incorporated by reference into this Registration
Statement:

     1.   Annual Report on Form 10-KSB for the fiscal year ended September 30,
          2002 and filed with the SEC on January 14, 2003.

     2.   Amended Annual Report on Form 10-KSB/A for the fiscal year ended
          September 30, 2002 and filed with the SEC on April 10, 2003.

     3.   Amended Annual Report on Form 10-KSB/A for the fiscal year ended
          September 30, 2002 and filed with the SEC on July 8, 2003.

     4.   Quarterly Report on Form 10-QSB for the first fiscal quarter ended
          December 31, 2002 and filed with the SEC on February 13, 2003.

     5.   Amended Quarterly Report on Form 10-QSB/A for the first fiscal quarter
          ended December 31, 2002 and filed with the SEC on April 10, 2003.


<PAGE>
     6.   Amended Quarterly Report on Form 10-QSB/A for the first fiscal quarter
          ended December 31, 2002 and filed with the SEC on July 8, 2003.

     7.   Quarterly Report on Form 10-QSB for the second fiscal quarter ended
          March 31, 2003 and filed with the SEC on May 15, 2003.

     8.   Quarterly Report on Form 10-QSB for the second fiscal quarter ended
          March 31, 2003 and filed with the SEC on July 8, 2003.

     9.   Current Reports on Form 8-K filed with the SEC on April 9, 2003 and
          May 30, 2003.

     10.  Description of Registrant's common stock, which is contained in the
          Registrant's Registration Statement on Form 10SB12G, File No.
          000-24217, as filed with the SEC on May 6, 1998.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

Item 4. DESCRIPTION OF SECURITIES. Not applicable.
        -------------------------

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
        --------------------------------------

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        -----------------------------------------

     Article 11 of the Registrant's By-laws provides that every person who was
or is a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that that he or a person for whom he is the
legal representative is or was a director or officer of the corporation or is or
was serving at the request of the corporation or for its benefit as a director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the General Corporation Law of
the State of Nevada against all expenses, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in settlement)
reasonable incurred or suffered by him in connection therewith.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
        -----------------------------------

Item 8. EXHIBITS.
        --------

          Exhibit Index located at Page 5.

Item 9  UNDERTAKINGS.
        ------------

          (a)  The  undersigned  Registrant  hereby  undertakes:


                                        2
<PAGE>
          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the registration
- --------  -------
statement is on Form S-3, Form S-8 or Form F-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such


                                        3
<PAGE>
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                        4
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mesa, State of Arizona, on August 5, 2003.

                                 YP.NET, INC.

                                 By:  /s/  Angelo Tullo
                                    --------------------------------------------
                                 Angelo Tullo
                                 Chairman, President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.  Each person whose signature appears below
hereby authorizes Angelo Tullo and David J. Iannini, and each of them , as
attorneys-in-fact, to sign in his or her name and behalf, individually and in
each capacity designated below, and to file any amendments, including
post-effective amendments, to this registration statement.

<TABLE>
<CAPTION>
Signature                                    Title                         Date
- --------------------------  ----------------------------------------  --------------
<S>                         <C>                                       <C>

/s/  Angelo Tullo
- --------------------------  Chairman, President and Chief Executive   August 5, 2003
Angelo Tullo                Officer (Principal Executive Officer)

/s/  David J. Iannini
- --------------------------  Chief Financial Officer (Principal        August 5, 2003
David J. Iannini            Financial and Accounting Officer)


/s/  DeVal Johnson          Secretary, Director                       August 5, 2003
- --------------------------
DeVal Johnson


/s/  Gregory B. Crane       Director                                  August 5, 2003
- --------------------------
Gregory B. Crane


/s/  Daniel L. Coury, Sr.   Director                                  August 5, 2003
- --------------------------
Daniel L. Coury, Sr.


/s/  Peter Bergmann         Director                                  August 5, 2003
- --------------------------
Peter Bergmann
</TABLE>


                                        5
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.     Description
- -----------     -----------

4.1(a)          Certificate of Amendment to Articles of Incorporation

5.1             Opinion of Snell & Wilmer L.L.P.

23.1            Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)

23.2            Consent of Epstein, Weber & Conover, P.L.C.

24.1            Power of Attorney (included on the signature page of this
                Registration Statement)

99.1            YP.NET, Inc. 2003 Stock Plan


In  addition  to  those Exhibits shown above, the registrant hereby incorporates
the  following  Exhibits  pursuant to Rule 411 of Regulation C promulgated under
the  Securities  Act  of  1933  by  reference  to  the  filings set forth below:

<TABLE>
<CAPTION>
Exhibit No.   Description              Previously Filed as       File No.  Date Filed
- ------------  -----------------------  ------------------------  --------  ----------
                                       Exhibit
                                       -------
<S>           <C>                      <C>                       <C>       <C>

4.1(b)        Certificate of Restated  3.1 to the Registrant's      000-       5-6-98
              Articles of              Registration Statement       24217
              Incorporation of         on Form 10SB12G
              Renaissance
              International, Inc.

4.1(c)        Amended  Articles - To   3.2 to the Registrant's      000-      9-19-00
              change the name to       Annual Report on             24217
              YP.NET, Inc., and        Form 10-KSB for the
              Authorized Capital       fiscal year ended
              Increase to 50,000,000   September 30, 1999.

4.1(d)        Amended  Articles -      3.3 to the Registrant's      000-      9-19-00
              Name Change to           Annual Report on             24217
              YP.NET                   Form 10-KSB for the
                                       fiscal year ended
                                       September 30, 1999.

4.2(a)        By-laws of Renaissance   3.II to the Registrant's     000-       5-6-98
              International Group,     Registration Statement       24217
              Ltd.                     on Form 10SB12G

4.2(b)        Amended By-laws          3.6 to the Registrant's      000-      9-19-00
                                       Annual Report on             24217
                                       Form 10-KSB for the
                                       fiscal year ended
                                       September 30, 1999.
</TABLE>


                                        6
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1(A)
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                                                                  EXHIBIT 4.1(a)

[GRAPHIC OMITTED]       ==============================
DEAN HELLER                    Certificate of             FILED # C6242-97
Secretary of State               AMENDMENT
                        (PURSUANT TO NRS 78.385 and         JAN 25 2002
                                 78.390)
                        ==============================
202 North Carson Street                                  IN THE OFFICE OF
Carson City, Nevada 89701-4201                   DEAN HELLER, SECRETARY OF STATE
(775) 684-5708
- -------------------------------------------------------
Important: Read Attached instructions before completing form.
- --------------------------------------------------------------------------------

              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                              -Remit in Duplicate-

1. Name of corporation:      YP.Net, Inc.
                       ---------------------------------------------------------

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

2. The articles have been amended as follows (provide article numbers, if
available):

            See "Exhibit A" Attached.
- --------------------------------------------------------------------------------

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

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

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

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


3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a minority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:  Approved    .*
                                                      --------------

4. Officer Signature (Required):

    Angela Tullo, president.              /s/ Angela Tullo
- -------------------------------------    ---------------------------------------

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, than the
amendment must be approved by the vote, in addition to the affirmative voting
power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.


<PAGE>
                                    EXHIBIT A

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                                  YP.NET, INC.
                                  ------------


     YP.NET, INC. (the "Corporation") a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Nevada, DOES HEREBY
CERTIFY:

     FIRST:  That  the Board of Directors of the Corporation, in lieu of meeting
by consent, adopted the following resolution:

     "RESOLVED  that  the Board of Directors hereby declares it advisable and in
the  best  interest  of  the  Corporation  that Article THREE of the Articles of
Amendment of Incorporation be amended to read as follows:

          Capital  Stock.  The Corporation is authorized to issue two classes of
          --------------
     stock.  One  class  of  stock  shall be Common Stock, par value $0.001. The
     second  class  of  stock  shall  be  Preferred Stock, par value $0.001. The
     Preferred  Stock,  or  any  series  thereof,  shall have such designations,
     preferences  and  relative, participating, optional or other special rights
     and  qualifications,  limitations  or  restrictions  thereof  as  shall  be
     expressed  in the resolution or resolutions providing for the issue of such
     stock  adopted  by  the  board  of directors and may be made dependant upon
     facts  ascertainable outside such resolution or resolutions of the board of
     directors,  provided that the matter in which such facts shall operate upon
     such  designations,  preferences, rights and qualifications; limitations or
     restrictions  of such class or series of stock is clearly and expressly set
     forth  in  the resolution or resolutions providing for the issuance of such
     stock  by  the  board  of  directors.


     The  total  number  of  shares of stock of each class which the Corporation
shall  have  authority to issue and the par value of each share of each class of
stock  are  as  follows:

     Class          Par Value          Authorized Shares
     -----          ---------          -----------------
     Common        $0.001               100,000,000
     Preferred     $0.001               140,000,000
                                        -----------

     Totals:                            240,000,000


     RESOLVED, that the appropriate corporate officers be, and each of them with
full  authority to act without the others hereby is, authorized and directed for
and  on  behalf  of  the  Corporation  to  take or cause to be taken any and all
actions,  to  execute  and  deliver  any  and  all  certificates,  instructions,
requests,  or  other  instrument, and to do any and all things which, in ay such
officer's  judgment,  may  be  necessary  or  desirable  to  effect  each of the
foregoing  resolutions  and to carry out the purposes thereof, the taking of any
such  actions,  the  execution  and  delivery  of  any


                                        3
<PAGE>
such  certificates,  instructions, requests, or instruments, or the doing of any
such thing to the conclusive evidence of their necessity or desirability."

     SECOND:  That the Board of Directors of the Corporation, in lieu of meeting
by  consent,  adopted  the  following  resolution:

     "RESOLVED  that  the Board of Directors hereby declares it advisable and in
the  best interest of the Corporation that the following Article ELEVEN be added
to the Articles of Incorporation to read as follows:

     Designation of Series C and D Preferred Stock.
     ---------------------------------------------

     The  Corporation  shall  have the right to issue up to 45,000,000 shares of
series  C  convertible  preferred  stock  (the  "Series  C Convertible Preferred
Stock")  and  45,000,000  shares  of  series  D  preferred  stock (the "Series D
Preferred Stock"). The shares of Series C Convertible Preferred Stock and Series
D  Preferred  Stock  shall  be  issued as full shares and shall have a $.001 par
value.

          B.     Dividends
                 ---------

          (a)     The  holders  of  outstanding  shares  of Series C Convertible
Preferred  Stock  and  Series  D  Preferred  Stock  shall be equally entitled to
receive  preferential  dividends  in  cash  out  of any funds of the Corporation
legally  available  at  the  time  for declaration of dividends, at the dividend
rates  applicable  to each such series, as set forth herein, before any dividend
will  be  paid or declared and set apart for payment on any shares of any Common
Stock,  or  other  class  of stock presently authorized or to be authorized (the
Common  Stock,  and  such other stock being hereinafter collectively the "Junior
Stock")  as  follows:  1)  Series  C  Convertible  Preferred Stock shall receive
dividends  at  the rate of 5% per annum on the liquidation preference per share,
payable  each  March 31, June 30, September 30, and December 31, commencing with
the  first  such  date  following the issuance of such stock; and 2) 1) Series D
Preferred  Stock  shall  receive  a  rate  of  7%  per  annum on the liquidation
preference per share, payable each March 31, June 30, September 30, and December
31,  commencing  with  the first such date following the issuance of such stock.
Dividends  shall  accumulate  from the date of issuance, until the first payment
date,  at  which  time  all accumulated dividends and dividends form the date of
issuance  shall  be  paid  if funds are legally available from legally available
funds.

     (b)     The  dividends  on  the  Series  C  Convertible Preferred Stock and
Series D Preferred Stock at the rates provided above shall be cumulative whether
or  not  earned  so that, if at anytime full cumulative dividends at the rate of
aforesaid  on  all  shares  of Series C Convertible Preferred Stock and Series D
Preferred  Stock  then  outstanding from the date from and after which dividends
thereon  are  cumulative  to  the  end  of  the  quarterly  dividend period next
preceding  such  time  shall  not  have  been paid or declared and set apart for
payment,  or  if  the full dividend on all such outstanding Series C Convertible
Preferred  Stock  and  Series D Preferred Stock for then current dividend period
shall  be  paid  or  declared  and  set  apart for payment (but without interest
thereon)  before any sum shall be set apart for an applied by the Corporation or
a subsidiary of the Corporation to the purchase, redemption or other acquisition
of the Series C Convertible Preferred Stock or Series D Preferred Stock ("Parity
Stock")  and before any dividend or other distribution shall be paid or declared
and  set  apart for payment on any Junior Stock and before any sum shall be paid
or  declared  and  set  apart for payment on any Junior Stock and before any sum
shall  be  set  aside  for  or  applied  to  the  purchase,  redemption or other
acquisition  of  Junior  Stock.

          (c)     Dividends  in all shares of the Series C Convertible Preferred
Stock  and Series D Preferred Stock shall begin to accrue and by cumulative from
and  after  the  date  of issuance thereof. A dividend period shall be deemed to
commence  on the day following a quarterly dividend date herein specified and to
end  on  the  next  succeeding  quarterly


                                        4
<PAGE>
dividend payment date herein specified.

          C.     Liquidation Rights.
                 ------------------

     Upon  the  sale  of  substantially  all  of  the  stock  or  assets  of the
Corporation  in a non-public transaction or dissolution, liquidation, or winding
up of the Corporation, whether voluntary or involuntary, the holders of Series C
Convertible  Preferred  Stock  and Series D Preferred Stock shall be entitled to
receive out of the assets of the Corporation, before and distribution or payment
is  made upon the Common Stock or any other series of Preferred Stock, an amount
in  cash  equal  to  $.30  per  share and $.50 per share, respectively, plus any
accrued  by  unpaid dividends (or, if there be an insufficient amount to pay all
Series  C Convertible Preferred Stock and Series D Preferred Stock, then ratably
among  such  holders).

          D.     Voting Rights.
                 -------------

     The  holders of shares of Series C Convertible Preferred Stock and Series D
Preferred Stock shall have no voting rights, except as required by law.

          E.     Conversion of Series C Convertible Preferred Stock
                 --------------------------------------------------

          (a)    Holder's Right to Convert.

          (i)  Conversion.  The  record  Holder  of  the  Series  C  Convertible
Preferred  Stock shall be entitled, after two years from the initial issuance of
the  Series C Convertible Preferred Stock and from time to time thereafter until
five  years  from  the  initial  issuance,  at which time such entitlement shall
expire,  at  the  office  of  the Company or any transfer agent for the Series C
Convertible  Preferred  Stock,  to  convert  all  or  portions  of  the Series C
Convertible  Preferred  Stock  held  by such Holder, on a one for one basis into
shares  of  the  Common  Stock, together with payment by the holder of $1.00 per
converted  share.

          (ii) Mechanics of Conversion. In order to convert Series C Convertible
Preferred  Stock into full shares of Common Stock, the Holder shall (i) transmit
a facsimile copy of the fully executed notice of conversion in the form attached
hereto ("Notice of Conversation") to the Company, which notice shall specify the
number  of shares of Series C Convertible Preferred Stock to be converted, prior
to  midnight, New York City time (the "Conversion Notice Deadline"), on the date
of conversion specified on the Notice of Conversion, and (ii) promptly surrender
the original certificate or certificates thereof, duly endorsed, and deliver the
original  Notice  of Conversion by either overnight courier or 2-day courier, to
the  office  of  the  Company or any transfer agent for the Series C Convertible
Preferred  Stock, together with payment by certified or bank check for $1.00 per
converted  share;  provided, however, that the Company shall not be obligated to
issue  certificates  evidencing  the  shares  of  Common  Stock  issuable  upon
conversion  unless  either the certificates evidencing such Series C Convertible
Preferred  Stock  are delivered to the Company or its transfer agent as provided
above  or  the  Holder  notifies  the  Company  or  transfer  agent  that  such
certificates have been lost, stolen or destroyed. Upon receipt by the Company of
evidence  of  loss,  theft,  destruction  or  mutilation  of  the certificate of
certificates  ("Stock Certificates") representing shares of Series C Convertible
Preferred  Stock and (in the case of loss, theft or destruction) of indemnity or
security  reasonably  satisfactorily  to  the  Company,  and  upon surrender and
cancellation  of  the  Stock  Certificate(s),  if  mutilated,  the Company shall
execute  and  deliver  new  Stock  Certificate(s)  of  like  tenor  and date. No
fractional  shares of Common Stock shall be issued upon conversion of the Series
C  Convertible  Preferred  Stock.  In  lieu of any fractional share to which the
Holder would otherwise be entitled, the Company shall pay cash to such Holder in
an  amount equal to such fraction multiplied by the value of the Common Stock as
determined  in  good faith by the Company's Board of Directors. In the case of a
dispute as to the calculation of the Conversion Price, the Company's calculation
shall  be  deemed  conclusive  absent  manifest  error.

The Company shall issue and deliver at the address of the Holder on the books of
the Company (i) a certificate or certificates for the number of shares of Common
Stock  equal  to  the  Conversion  Number for the shares of Series C Convertible
Preferred  Stock  being  so  converted  and  (ii) a certificate representing the
balance  of  shares of Series C Convertible Preferred Stock not so converted, if
any.  The  date  on  which conversion occurs (the "Date of Conversion") shall be
deemed  to be the date set forth in such Notice of Conversion, provided that the
copy  of  the  Notice of Conversion is faxed to the Company before midnight, New
York City time, on the Date of Conversion. Upon a conversion of shares of Series
C  Convertible  Preferred  Stock,  the  Holder


                                        5
<PAGE>
shall  promptly  deliver  original Stock Certificates representing the shares of
Series  C  Convertible  Preferred Stock to be converted to the transfer agent or
the  Company.  The  person  or  persons entitled to receive the shares of Common
Stock  issuable  upon  such  conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

          (b)  Adjustment  to Conversion: (i) If, prior to the conversion of all
Series  C Convertible Preferred Stock, there shall be any merger, consolidation,
exchange  shares,  recapitalization  reorganization or other similar event, as a
result  of which shares of Common Stock of the Company shall be changed into the
same  or a different number of shares of the same or another class or classes of
stock or securities of the Company or another entity, then the Holders of Series
C  Convertible  Preferred  Stock shall thereafter have the right to purchase and
receive  upon conversion of Series C Convertible Preferred Stock, upon the basis
and  upon the terms and conditions specified herein and in lieu of the shares of
Common  Stock  immediately  theretofore  issuable upon conversion, such share of
stock  and/or  securities  as  may  be  issued  or payable with respect to or in
exchange  for  the  number  of  shares  of  Common Stock immediately theretofore
purchasable and receivable upon the conversion of Series C Convertible Preferred
Stock  held  by such Holders had such merger, consolidation, exchange of shares,
recapitalization  or  reorganization  not  taken  place,  and  in any such case,
appropriate provisions shall be made with respect to the rights and interests of
the  Holders  of  the  Series  C Convertible Preferred Stock to the end that the
provisions  hereof  (including, without limitation, provisions for adjustment of
the  number  of  shares  issuable  upon  conversion  of the Series C Convertible
Preferred  Stock  otherwise  set  forth  in this Section E.) shall thereafter be
applicable,  as nearly as may be practicable, in relation to any shares of stock
or securities thereafter deliverable upon the exercise hereof. The Company shall
not  effect  any  transaction described herein unless the resulting successor or
acquiring  entity  (if  not  the  Company)  assumes  by  written  instrument the
obligation to deliver to the Holders of the Series C Convertible Preferred Stock
such  shares  of  stock  and/or  securities as, in accordance with the foregoing
provisions,  the  Holders  of  the  Series  C Convertible Preferred Stock may be
entitled  to  purchase.

          (ii)  If, any  adjustment under this section would create a fractional
share  of Common Stock or a right to acquire a fractional share of Common Stock,
such  fractional  share shall be disregarded, and the number of shares of Common
Stock issuable upon conversion shall be the next higher number of shares.

     THIRD: That the aforesaid amendment has been consented to and authorized by
the  holders  of a majority of the issued and outstanding stock entitled to vote
by  written consent given in accordance with the provisions of Section 78.320 of
the  General  Corporation  Law  of  the  State  of  Nevada.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this Certificate to be
signed  this  20th  day  of  November  2001.


                              By: Angelo Tullo
                                  --------------------------
                              Name:  Angelo Tullo
                              Title: Chief Executive Officer


                                        6
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                                                                     EXHIBIT 5.1

                                   August 5, 2003


VIA EDGAR
- ---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  YP.NET, Inc. 2003 Stock Plan

Ladies and Gentlemen:

     We have acted as counsel to YP.NET, Inc., a Nevada corporation (the
"Company"), in connection with its Registration Statement on Form S-8 (the
"Registration  Statement") filed under the Securities Act of 1933, relating to
the registration of 3,000,000 shares of its Common Stock, par value $.001 per
share (the "Shares"), issuable pursuant to the Company's 2003 Stock Plan (the
"Plan").

     In that connection, we have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Certificate of Incorporation and Bylaws of the
Company.

     Based upon the foregoing, it is our opinion that the Shares, if and when
issued in accordance with the terms of the Plan, will be validly issued, fully
paid, and nonassessable.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement.

                                Very truly yours,


                                /s/ Snell & Wilmer L.L.P.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>doc5.txt
<TEXT>
                                                                    EXHIBIT 23.2

                   CONSENT OF EPSTEIN, WEBER & CONOVER P.L.C.
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated December 2, 2002, which appears in
the Annual Report on Form 10-KSB/A of YP.NET, Inc. and subsidiaries for each of
the two years ended September 30, 2002.

Epstein, Weber & Conover P.L.C.

Scottsdale, Arizona
August  4,  2003


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>doc6.txt
<TEXT>
                                                                    EXHIBIT 99.1

                                  YP.NET, INC.
                                 2003 STOCK PLAN

                                    ARTICLE 1
                                     PURPOSE

     1.1     GENERAL.  The  purpose  of  the  YP.Net,  Inc. 2003 Stock Plan (the
             -------
"Plan")  is  to promote the success, and enhance the value, of YP.Net, Inc. (the
"Company")  by  linking the personal interests of its employees and non-employee
services  providers  to  those  of  Company  stockholders.  The  Plan is further
intended  to  provide  flexibility  to  the  Company in its ability to motivate,
attract,  and  retain  the  services  of its employees and non-employee services
providers  upon  whose  judgment,  interest,  and  special effort the successful
conduct of the Company's operation is largely dependent.

                                    ARTICLE 2
                                 EFFECTIVE DATE

     2.1     EFFECTIVE  DATE.  The  Plan is effective as of the date the Plan is
             ---------------
approved by the Company's Stockholders (the "Effective Date").

                                    ARTICLE 3
                          DEFINITIONS AND CONSTRUCTION

     3.1     DEFINITIONS.  When  a  word or phrase appears in this Plan with the
             -----------
initial letter capitalized, and the word or phrase does not commence a sentence,
the  word  or phrase shall generally be given the meaning ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required
by  the  context.  The  following  words  and  phrases  shall have the following
meanings:

          (a)  "Award" means any Restricted Stock Award, Performance Share Award
     or Performance-Based Award granted to a Participant under the Plan.

          (b)  "Award Agreement" means any written agreement, contract, or other
     instrument or document evidencing an Award.

          (c)  "Board"  means  the  Board  of  Directors  of  the  Company.

          (d)  "Cause" means termination of employment or service as a result of
     any  of  the  following events: (1) the commission of an act of dishonesty,
     fraud,  embezzlement,  theft  or  other  similar  acts of misconduct by the
     Participant,  whether  within  or  outside  the  scope of the Participant's
     employment  or  service  with  the  Company, (ii) the breach of duty by the
     Participant  in  the  course  of  employment  or  service, unless waived in
     writing  by  the  Company,  (iii)  the  neglect  by  the Participant of the
     Participant's  duties  with  the  Company,  unless waived in writing by the
     Company,  (iv)  the  Participant's  disobedience  or  refusal or failure to
     discharge  the  Participant's  duties  to  the Company under any employment
     agreement or otherwise, (v) the breach of obligations of the Participant to
     the  Company under this Agreement or any employment or other agreement with
     the  Company,  unless  waived in writing by the Company, (vi) the breach by
     the  Participant  of


<PAGE>
     any  fiduciary  duty  to  the  Company  involving  personal gain or profit,
     including  acceptance  of gifts, gratuities, honorarium, lodging, and other
     items  of  direct economic value in excess of One Hundred Dollars ($100.00)
     from  any one source, provided that this section does not apply to gifts or
     items  received  from  family members or other non-business or professional
     persons,  (vii)  the  violation  by  the  Participant  of  any  law,  rule,
     regulation,  court order (other than a law, rule, or regulation relating to
     a  traffic violation or similar offense) or a final cease and desist order,
     or  (viii)  the  Participant economically committing the Company beyond the
     Participant's  expressly  approved  authority  as  communicated  to  the
     Participant  by  the  Company  from  time  to  time.

          (e)  "Change  of  Control"  means  any  of  the  following:

               (1)  any  merger  of  the Company in which the Company is not the
     continuing  or  surviving  entity,  or  pursuant  to  which  Stock would be
     converted  into  cash, securities, or other property other than a merger of
     the  Company  in which the holders of the Company's Stock immediately prior
     to  the merger have the same proportionate ownership of beneficial interest
     of  common  stock  or  other  voting  securities  of  the  surviving entity
     immediately  after  the  merger;

               (2)  any  sale,  lease,  exchange  or  other  transfer  (in  one
     transaction or a series of related transactions) of assets or earning power
     aggregating  more than 50% of the assets or earning power of the Company or
     any  major  subsidiary, other than pursuant to a sale-leaseback, structured
     finance  or  other  form  of  financing  transaction;

               (3)  the shareholders of the Company approve any plan or proposal
     for  liquidation  or  dissolution  of  the  Company;  or

               (4)  any  person  (as  such  term  is  used  in Section 13(d) and
     14(d)(2)  of  the  Exchange Act), other than (A) any current shareholder of
     the  Company  or  affiliate thereof, or (B) an employee benefit plan of the
     Company  or any Subsidiary or any entity holding shares of capital stock of
     the  Company for or pursuant to the terms of any such employee benefit plan
     in  its  role as an agent or trustee for such plan, or (C) any affiliate of
     the  Company  as of the Effective Date becomes the beneficial owner (within
     the  meaning  of  Rule  13d-3 under the Exchange Act) of 50% or more of the
     Company's  outstanding  Stock.

          (f)  "Code"  means  the  Internal  Revenue  Code  of 1986, as amended.

          (g)  "Committee" means the committee of the Board described in Article
     4.

          (h)  "Covered  Employee"  means  an  Employee  who  is, or could be, a
     "covered employee" within the meaning of Section 162(m) of the Code.

          (i)  "Disability"  shall  mean any illness or other physical or mental
     condition  of  a  Participant  which  renders  the Participant incapable of
     performing his customary and usual duties for the Company, or any medically
     determinable illness or other physical or mental condition resulting from a
     bodily  injury,  disease  or  mental  disorder which in the judgment of the
     Committee  is  permanent  and  continuous  in  nature.  The  Committee  may


                                        2
<PAGE>
     require  such  medical or other evidence as it deems necessary to judge the
     nature  and  permanency  of  the  Participant's  condition.

          (j)  "Exchange  Act"  means  the  Securities  Exchange Act of 1934, as
     amended  from  time  to  time.

          (k)  "Fair  Market Value" means, as of any given date, the fair market
     value  of  Stock  determined  as  follows:

               (1)  Where  there  exists a public market for the Stock, the Fair
     Market  Value  shall  be  (A)  the closing price for the Stock for the last
     market  trading  day  prior  to  the  time  of the determination (or, if no
     closing  price was reported on that date, on the last trading date on which
     a  closing  price  was  reported)  on  the stock exchange determined by the
     Committee  to  be  the  primary market for the Stock or the Nasdaq National
     Market,  whichever  is applicable, or (B) if the Stock is not traded on any
     such exchange or national market system, the average of the closing bid and
     asked  prices of the Stock on the Nasdaq Small Cap Market for the day prior
     to  the  time  of the determination (or, if no such prices were reported on
     that  date,  on  the last date on which such prices were reported), in each
     case,  as  reported  in The Wall Street Journal or such other source as the
     Committee  deems  reliable;  or

               (2)  In the absence of an established market for the Stock of the
     type  described  in  (1),  above,  the  Fair  Market Value thereof shall be
     determined  by  the  Committee  in  good  faith.

          (l)  "Participant"  means  a  person  or entity who, as an employee or
     non-employee  services  provider of the Company or any Subsidiary, has been
     granted  an  Award  under  the  Plan.

          (m)  "Performance-Based  Awards"  means  the  Restricted  Stock  or
     Performance  Share Awards granted to selected Covered Employees pursuant to
     Articles  7  and  8,  but which are subject to the terms and conditions set
     forth in Article 9. All Performance-Based Awards are intended to qualify as
     "performance-based  compensation"  pursuant  to Section 162(m) of the Code.

          (n)  "Performance  Criteria"  means  the  criteria  that the Committee
     selects  for  purposes  of establishing the Performance Goal or Performance
     Goals  for a Participant for a Performance Period. The Performance Criteria
     that  will  be  used  to  establish  Performance  Goals  are limited to the
     following:  number  of  customers, pre- or after-tax net earnings, sales or
     revenue,  operating  earnings,  operating  cash flow, return on net assets,
     return  on  stockholders'  equity,  return  on  assets,  return on capital,
     stockholder  returns, gross or net profit margin, earnings per share, price
     per  share  of Stock, and market share, any of which may be measured either
     in absolute terms or as compared to any incremental increase or as compared
     to results of a peer group. The Committee shall, within the time prescribed
     by Section 162(m) of the Code, define in an objective fashion the manner of
     calculating the Performance Criteria it selects to use for such Performance
     Period  for  such  Participant.


                                        3
<PAGE>
          (o)  "Performance  Goals"  means,  for a Performance Period, the goals
     established  in  writing  by the Committee for the Performance Period based
     upon  the  Performance Criteria. Depending on the Performance Criteria used
     to establish such Performance Goals, the Performance Goals may be expressed
     in  terms  of overall Company performance or the performance of a division,
     business  unit,  or  an  individual. The Committee, in its discretion, may,
     within  the time prescribed by Section 162(m) of the Code, adjust or modify
     the  calculation  of Performance Goals for such Performance Period in order
     to prevent the dilution or enlargement of the rights of Participants (i) in
     the event of, or in anticipation of, any unusual or extraordinary corporate
     item,  transaction, event, or development, or (ii) in recognition of, or in
     anticipation  of,  any  other  unusual or nonrecurring events affecting the
     Company,  or the financial statements of the Company, or in response to, or
     in  anticipation  of,  changes  in applicable laws, regulations, accounting
     principles,  or  business  conditions.

          (p)  "Performance Period" means the one or more periods of time, which
     may  be  of varying and overlapping durations, as the Committee may select,
     over which the attainment of one or more Performance Goals will be measured
     for  the  purpose  of determining a Participant's right to, and the payment
     of,  a  Performance-Based  Award.

          (q)  "Performance  Share"  means  a  right  granted  to  a Participant
     pursuant to Article 8, to receive cash, Stock, or other Awards, the payment
     of which is contingent upon achieving certain performance goals established
     by  the  Committee.

          (r)  "Plan"  means  the  YP.Net,  Inc.  2003  Stock  Plan.

          (s)  "Restricted  Stock"  means  Stock  granted to a Participant under
     Article  7  that  is  subject  to  certain  restrictions  and  to  risk  of
     forfeiture.

          (t)  "Stock"  means  the  common  stock  of the Company and such other
     securities  of  the  Company  that may be substituted for Stock pursuant to
     Article  11.

          (u)  "Subsidiary"  means  any  corporation  or other entity of which a
     majority  of  the  outstanding voting stock or voting power is beneficially
     owned  directly  or  indirectly  by  the  Company.

                                    ARTICLE 4
                                 ADMINISTRATION

     4.1     COMMITTEE.  The Plan shall be administered by a Committee appointed
             ---------
by,  and  which  serves  at the discretion of, the Board.  If the Board does not
appoint  a  Committee  to administer the Plan, the Plan shall be administered by
the  Board  and all references herein to the Committee shall refer to the Board.

     4.2     ACTION  BY  THE  COMMITTEE.  A  majority  of  the  Committee  shall
             --------------------------
constitute  a  quorum.  The  acts  of  a  majority of the members present at any
meeting  at which a quorum is present and acts approved in writing by a majority
of the Committee in lieu of a meeting shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any
report  or  other  information  furnished to that member by any officer or other


                                        4
<PAGE>
employee  of  the Company or any Subsidiary, the Company's independent certified
public  accountants,  or  any  executive  compensation  consultant  or  other
professional  retained  by  the  Company  to assist in the administration of the
Plan.

     4.3     AUTHORITY  OF  COMMITTEE.  The  Committee  has the exclusive power,
             ------------------------
authority and discretion to:

          (a)  Designate  Participants  to  receive  Awards;

          (b)  Determine  the  type  or  types  of  Awards to be granted to each
     Participant;

          (c)  Determine  the  number  of Awards to be granted and the number of
     shares  of  Stock  to  which  an  Award  will  relate;

          (d)  Determine the terms and conditions of any Award granted under the
     Plan  including  but  not  limited  to  the  purchase  price,  if  any, any
     restrictions  or  limitations  on  the  Award,  any  schedule  for lapse of
     forfeiture  restrictions or restrictions on the exercisability of an Award,
     and  accelerations  or  waivers  thereof,  based  in  each  case  on  such
     considerations as the Committee in its sole discretion determines;

          (e)  Amend,  modify,  or  terminate  any  outstanding  Award, with the
     Participant's  consent  unless  the  Committee  has the authority to amend,
     modify,  or  terminate an Award without the Participant's consent under any
     other  provision  of  the  Plan;

          (f) Determine whether, to what extent, and under what circumstances an
     Award  may be settled in, or the purchase price of an Award, if any, may be
     paid  in,  cash, Stock, other Awards, or other property, or an Award may be
     canceled,  forfeited,  or  surrendered;

          (g)  Prescribe  the  form  of  each Award Agreement, which need not be
     identical  for  each  Participant;

          (h)  Decide  all  other  matters that must be determined in connection
     with  an  Award;

          (i)  Interpret  the  terms  of  the  Plan  or  any  Award  Agreement;

          (j)  Establish,  adopt,  or revise any rules and regulations as it may
     deem necessary or advisable to administer the Plan; and

          (k)  Make  all other decisions and determinations that may be required
     under  the  Plan  or  as  the  Committee  deems  necessary  or advisable to
     administer  the  Plan.

     4.4     DECISIONS BINDING.  The Committee's interpretation of the Plan, any
             -----------------
Awards  granted  under  the  Plan,  any  Award  Agreement  and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive  on  all  parties.


                                        5
<PAGE>
                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1     NUMBER  OF SHARES.  Subject to adjustment provided in Section 11.1,
             -----------------
the  aggregate  number of shares of Stock reserved and available for grant under
the  Plan  shall  be  3,000,000.

     5.2     LAPSED AWARDS.  To the extent that an Award terminates, expires, or
             -------------
lapses  for  any  reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan.

     5.3     STOCK DISTRIBUTED. Any Stock distributed pursuant  to  an Award may
             ------------------
consist,  in whole or in part, of authorized and unissued Stock, treasury Stock,
or  Stock  purchased  on  the  open  market.

                                    ARTICLE 6
                          ELIGIBILITY AND PARTICIPATION

     6.1     ELIGIBILITY.
             -----------

          (a)  GENERAL.  Persons  eligible  to  participate in this Plan include
               -------
     employees  and  non-employee  service  providers  of  the  Company  or  a
     Subsidiary,  as  determined  by  the  Committee.

          (b)  FOREIGN  PARTICIPANTS. In order to assure the viability of Awards
               ---------------------
     granted  to  Participants  employed  or  providing  services  in  foreign
     countries,  the  Committee  may  provide  for  such special terms as it may
     consider  necessary or appropriate to accommodate differences in local law,
     tax policy, or custom. Moreover, the Committee may approve such supplements
     to,  or amendments, restatements, or alternative versions of the Plan as it
     may  consider  necessary  or  appropriate for such purposes without thereby
     affecting  the  terms  of  the  Plan  as  in  effect for any other purpose;
     provided,  however,  that no such supplements, amendments, restatements, or
     alternative  versions  shall  increase  the  share limitations contained in
     Section  5.1  of  the  Plan.

     6.2     ACTUAL  PARTICIPATION.  Subject  to the provisions of the Plan, the
             ---------------------
Committee  may,  from  time to time, select from among all eligible individuals,
those  to whom Awards shall be granted and shall determine the nature and amount
of  each Award.  No individual shall have any right to be granted an Award under
this  Plan.

                                    ARTICLE 7
                                RESTRICTED STOCK

     7.1     GRANT  OF  RESTRICTED  STOCK.  The  Committee is authorized to make
             ----------------------------
Awards  of  Restricted Stock to Participants in such amounts and subject to such
terms  and  conditions  as  may  be  selected  by  the Committee.  All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.


                                        6
<PAGE>
     7.2     ISSUANCE  AND  RESTRICTIONS.  Restricted  Stock shall be subject to
             ---------------------------
such  restrictions on transferability, repurchase, and other restrictions as the
Committee may impose (including, without limitation, limitations on the right to
vote  Restricted  Stock  or  the  right  to  receive dividends on the Restricted
Stock). These restrictions may lapse separately or in combination at such times,
under  such  circumstances, in such installments, or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter.

     7.3     FORFEITURE.  Except as otherwise determined by the Committee at the
             ----------
time  of the grant of the Award or thereafter, upon termination of employment or
services  during  the applicable restriction period, Restricted Stock that is at
that  time  subject  to restrictions shall be forfeited, provided, however, that
the  Committee  may  provide  in  any  Restricted  Stock  Award  Agreement  that
restrictions  or  forfeiture  conditions  relating  to  Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes,  and  the  Committee  may  in  other  cases  waive  in  whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.

     7.4     CERTIFICATES  FOR  RESTRICTED STOCK. Restricted Stock granted under
             -----------------------------------
the  Plan  may  be evidenced in such manner as the Committee shall determine. If
certificates  representing shares of Restricted Stock are registered in the name
of  the  Participant,  certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the  Company  may,  at  its  discretion,  retain  physical  possession  of  the
certificate  until  such  time  as  all  applicable  restrictions  lapse.

                                    ARTICLE 8
                               PERFORMANCE SHARES

     8.1     GRANT  OF PERFORMANCE SHARES.  The Committee is authorized to grant
             ----------------------------
Performance  Shares  to  Participants  on  such  terms  and conditions as may be
selected  by the Committee.  The Committee shall have the complete discretion to
determine  the  number  of  Performance Shares granted to each Participant.  All
Awards  of  Performance  Shares  shall  be  evidenced  by  an  Award  Agreement.

     8.2     RIGHT  TO  PAYMENT.  A  grant  of  Performance  Shares  gives  the
             ------------------
Participant  rights,  valued  as determined by the Committee, and payable to, or
exercisable  by,  the Participant to whom the Performance Shares are granted, in
whole  or  in  part,  as  the  Committee shall establish at grant or thereafter.
Subject  to the terms of the Plan, the Committee shall set performance goals and
other terms or conditions to payment of the Performance Shares in its discretion
which,  depending on the extent to which they are met, will determine the number
and  value  of  Performance  Shares  that  will  be  paid  to  the  Participant.

     8.3     OTHER TERMS.  Performance  Shares may be payable in cash, Stock, or
             -----------
other  property,  and  have such other terms and conditions as determined by the
Committee  and  reflected in a written Performance Share Award Agreement. Unless
otherwise  provided  in  an  Award  Agreement,  Performance  Shares  will  lapse
immediately  if  a  Participant's employment or service is terminated for Cause.


                                        7
<PAGE>
                                    ARTICLE 9
                            PERFORMANCE-BASED AWARDS

     9.1     PURPOSE.  The purpose of this Article 9 is to provide the Committee
             -------
the ability to qualify the Restricted Stock Awards pursuant to Article 7 and the
Performance  Share  Awards  pursuant  to  Article  8  as  "performance-based
compensation"  pursuant to Section 162(m) of the Code.  If the Committee, in its
discretion,  decides  to  grant a Performance-Based Award to a Covered Employee,
the  provisions  of  this  Article  9  shall control over any contrary provision
contained  in  Articles  7  or  8.

     9.2     APPLICABILITY.  This  Article  9  shall apply only to those Covered
             -------------
Employees  selected  by  the Committee to receive Performance-Based Awards.  The
Committee  may,  in its discretion, grant Restricted Stock Awards or Performance
Share  Awards  to Covered Employees that do not satisfy the requirements of this
Article  9.  The  designation  of  a  Covered  Employee  as  a Participant for a
Performance Period shall not in any manner entitle the Participant to receive an
Award  for  the  period.  Moreover,  designation  of  a  Covered  Employee  as a
Participant for a particular Performance Period shall not require designation of
such  Covered Employee as a Participant in any subsequent Performance Period and
designation  of  one  Covered  Employee  as  a  Participant  shall  not  require
designation of any other Covered Employees as a Participant in such period or in
any  other  period.

     9.3     DISCRETION OF COMMITTEE WITH RESPECT TO  PERFORMANCE  AWARDS.  With
             ------------------------------------------------------------
regard  to  a  particular  Performance  Period,  the  Committee  shall have full
discretion  to  select  the  length  of  such  Performance  Period,  the type of
Performance-Based  Awards to be issued, the kind and/or level of the Performance
Goal,  and whether the Performance Goal is to apply to the Company, a Subsidiary
or  any division or business unit thereof. Unless otherwise provided in an Award
Agreement,  Performance-Based  Awards  will  be  forfeited  if  a  Participant's
employment  is  terminated  for  Cause.

     9.4     PAYMENT  OR  GRANT OF PERFORMANCE AWARDS. Unless otherwise provided
             ----------------------------------------
in  the  relevant Award Agreement, a Participant must be employed by the Company
or  a  Subsidiary  on the day a Performance Award for such Performance Period is
paid or granted to the Participant. Furthermore, a Participant shall be eligible
to  receive  payment  pursuant  to  a  Performance-Based Award for a Performance
Period  only  if  the  Performance  Goals  for  such  period  are  achieved.  In
determining  the  actual  size  of  an  individual  Performance-Based Award, the
Committee  may  reduce  or  eliminate  the amount of the Performance-Based Award
earned  for the Performance Period, if in its sole and absolute discretion, such
reduction  or  elimination  is  appropriate.

     9.5     MAXIMUM  AWARD  PAYABLE OR GRANTED.  The maximum  Performance-Based
             ----------------------------------
Award  payable  or  granted  to  any  one Participant pursuant to the Plan for a
Performance  Period  is  1,000,000  shares  of  Stock,  or  in  the  event  the
Performance-Based  Award  is  paid in cash, such maximum Performance-Based Award
shall  be  determined  by  multiplying 1,000,000 by the Fair Market Value of one
share of Stock as of the date of grant of the Performance-Based Award.


                                        8
<PAGE>
                                   ARTICLE 10
                         PROVISIONS APPLICABLE TO AWARDS

     10.1     STAND-ALONE AND TANDEM AWARDS.  Awards granted under the Plan may,
              -----------------------------
in the discretion of the Committee, be granted either alone or in addition to or
in  tandem  with  any  other  Award  granted  under the Plan.  Awards granted in
addition  to  or  in  tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.

     10.2     EXCHANGE  PROVISIONS.  The  Committee  may  at  any  time offer to
              --------------------
exchange  or  buy out any previously granted Award for a payment in cash, Stock,
or  another  Award  (subject to Section 10.1), based on the terms and conditions
the  Committee  determines  and  communicates to the Participant at the time the
offer  is  made.

     10.3     TERM  OF AWARD.  The term of each Award shall be for the period as
              --------------
determined  by  the  Committee.

     10.4     FORM  OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and
              ---------------------------
any  applicable  law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary for the payment of an Award, if any, may be made in such
forms  as  the  Committee  determines  at  or after the time of grant, including
without  limitation,  cash,  promissory  note,  Stock,  other  Awards,  or other
property,  or  any combination, and may be made in a single payment or transfer,
in  installments,  or on a deferred basis, in each case determined in accordance
with rules adopted by, and at the discretion of, the Committee.

     10.5     LIMITS ON TRANSFER.  No  right or interest of a Participant in any
              ------------------
Award  may  be  pledged, encumbered, or hypothecated to or in favor of any party
other  than  the  Company  or  a  Subsidiary,  or  shall be subject to any lien,
obligation,  or  liability of such Participant to any other party other than the
Company  or  a  Subsidiary.  Except as otherwise provided by the Committee or as
otherwise  provided  in this Plan or in the applicable Award Agreement, no Award
shall  be  assignable or transferable by a Participant other than by will or the
laws  of  descent  and  distribution.

     10.6     BENEFICIARIES. Notwithstanding Section 10.5, a Participant may, in
              -------------
the  manner determined by the Committee, designate a beneficiary to exercise the
rights  of  the  Participant and to receive any distribution with respect to any
Award  upon  the  Participant's  death.  A  beneficiary,  legal  guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all  terms  and conditions of the Plan and any Award Agreement applicable to the
Participant,  except  to  the  extent  the  Plan  and  Award Agreement otherwise
provide,  and  to any additional restrictions deemed necessary or appropriate by
the  Committee.  If  the Participant is married, a designation of a person other
than  the  Participant's  spouse as his beneficiary with respect to more than 50
percent  of  the  Participant's  interest  in  the  Award shall not be effective
without  the  written consent of the Participant's spouse. If no beneficiary has
been designated or survives the Participant, payment shall be made to the person
entitled  thereto  under  the  Participant's  will  or  the  laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or  revoked  by  a  Participant at any time provided the change or revocation is
filed  with  the  Committee.


                                        9
<PAGE>
     10.7     STOCK  CERTIFICATES.  All  Stock  certificates delivered under the
              -------------------
Plan  are  subject  to  any  stop-transfer  orders and other restrictions as the
Committee  deems  necessary  or  advisable  to  comply  with  Federal  or  state
securities  laws, rules and regulations and the rules of any national securities
exchange  or automated quotation system on which the Stock is listed, quoted, or
traded.  The  Committee  may place legends on any Stock certificate to reference
restrictions  applicable  to  the  Stock.

     10.8    CHANGE OF CONTROL. Unless otherwise provided in an Award Agreement,
             -----------------
if a Change of Control occurs, the Board shall have the discretion to remove all
restrictions  on,  or accelerate the vesting of, outstanding Awards. Upon, or in
anticipation  of, such an event, the Committee may cause every Award outstanding
hereunder  to  terminate  at  a  specific time in the future and, if applicable,
shall give each Participant the right to exercise Awards during a period of time
as  the  Committee,  in  its  sole  and  absolute  discretion,  shall determine.

                                   ARTICLE 11
                          CHANGES IN CAPITAL STRUCTURE

     11.1     GENERAL.  In  the  event  a  stock  dividend  is declared upon the
              -------
Stock,  the shares of Stock then subject to each Award (and the number of shares
subject  thereto)  shall  be increased proportionately without any change in the
aggregate purchase price therefor.  In the event the Stock shall be changed into
or  exchanged  for  a different number or class of shares of Stock or of another
corporation,  whether  through reorganization, recapitalization, stock split-up,
combination  of shares, merger or consolidation, the Committee has the authority
to substitute for each such share of Stock then subject to each Award the number
and class of shares of Stock into which each outstanding share of Stock shall be
so  exchanged,  all  without  any change in the aggregate purchase price for the
shares  then  subject  to  each  Award.

                                   ARTICLE 12
                     AMENDMENT, MODIFICATION AND TERMINATION

     12.1     AMENDMENT, MODIFICATION AND TERMINATION.  With the approval of the
              ---------------------------------------
Board, at any time and from time to time, the Committee may terminate, amend, or
modify  the  Plan; provided, however, that to the extent necessary and desirable
to  comply  with  any  applicable  law,  regulation, or stock exchange rule, the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and  to  such  a  degree  as  required.

     12.2     AWARDS  PREVIOUSLY  GRANTED.  Except  as otherwise provided in the
              ---------------------------
Plan,  including  without  limitation,  the  provisions  of  Article  10,  no
termination,  amendment,  or  modification of the Plan shall adversely affect in
any  material  way  any  Award  previously  granted  under the Plan, without the
written  consent  of  the  Participant.

                                   ARTICLE 13
                               GENERAL PROVISIONS

     13.1     NO  RIGHTS  TO  AWARDS.  No  Participant,  employee,  non-employee
              ----------------------
service  provider,  or other person shall have any claim to be granted any Award
under  the Plan, and neither the Company nor the Committee is obligated to treat
Participants,  employees,  non-employee  service  providers,  and  other persons
uniformly.


                                       10
<PAGE>
     13.2     NO  STOCKHOLDER  RIGHTS. No Award gives the Participant any of the
              -----------------------
rights  of  a stockholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.

     13.3     WITHHOLDING.  The  Company  or  any  Subsidiary  shall  have  the
              -----------
authority and the right to deduct or withhold, or require a Participant to remit
to  the Company, an amount sufficient to satisfy Federal, state, and local taxes
(including  the  Participant's  FICA  obligation) required by law to be withheld
with respect to any taxable event arising as a result of this Plan.

     13.4     NO  RIGHT  TO EMPLOYMENT OR SERVICES.  Nothing  in the Plan or any
              ------------------------------------
Award  Agreement  shall  interfere  with  or  limit  in any way the right of the
Company  or any Subsidiary to terminate any Participant's employment or services
at any time, nor confer upon any Participant any right to continue in the employ
of, or to provide services to, the Company or any Subsidiary.

     13.5     UNFUNDED  STATUS  OF  AWARDS.  The  Plan  is  intended  to  be an
              ----------------------------
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award  Agreement  shall  give  the  Participant any rights that are greater than
those of a general creditor of the Company or any Subsidiary.

     13.6     INDEMNIFICATION.  To  the  extent  allowable under applicable law,
              ---------------
each  member  of  the  Committee  or  of the Board shall be indemnified and held
harmless  by  the Company from any loss, cost, liability, or expense that may be
imposed  upon  or  reasonably  incurred  by  such  member  in connection with or
resulting  from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to  act  under  the Plan and against and from any and all amounts paid by him or
her  in satisfaction of judgment in such action, suit, or proceeding against him
or  her provided he or she gives the Company an opportunity, at its own expense,
to  handle  and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive  of  any  other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law,  or  otherwise, or any power that the Company may have to indemnify them or
hold  them  harmless.

     13.7     RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
              ------------------------------
taken  into  account  in determining any benefits under any pension, retirement,
savings,  profit  sharing, group insurance, welfare or other benefit plan of the
Company  or  any  Subsidiary.

     13.8     EXPENSES. The expenses of administering the Plan shall be borne by
              --------
the  Company  and  its  Subsidiaries.

     13.9     TITLES  AND  HEADINGS.  The titles and headings of the Sections in
              ---------------------
the  Plan  are  for  convenience  of  reference  only,  and  in the event of any
conflict,  the  text  of  the  Plan,  rather than such titles or headings, shall
control.

     13.10     FRACTIONAL  SHARES. No fractional shares of stock shall be issued
               ------------------
and  the  Committee  shall  determine,  in its discretion, whether cash shall be
given  in  lieu  of fractional


                                       11
<PAGE>
shares  or  whether such fractional shares shall be eliminated by rounding up or
down  as  appropriate.

     13.11     SECURITIES LAW COMPLIANCE.  With respect to any person who is, on
               -------------------------
the  relevant  date,  obligated to file reports under Section 16 of the Exchange
Act,  transactions  under  this  Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any  provision  of  the  Plan  or action by the Committee fails to so comply, it
shall be void to the extent permitted by law and voidable as deemed advisable by
the  Committee.

     13.12     GOVERNMENT  AND  OTHER REGULATIONS. The obligation of the Company
               ----------------------------------
to  make  payment  of  awards  in  Stock  or  otherwise  shall be subject to all
applicable  laws,  rules,  and  regulations, and to such approvals by government
agencies  as  may  be  required.  The  Company  shall  be under no obligation to
register  under  the Securities Act of 1933, as amended (the "1933 Act"), any of
the  shares  of Stock paid under the Plan. If the shares paid under the Plan may
in  certain  circumstances  be  exempt from registration under the 1933 Act, the
Company  may  restrict  the  transfer  of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

     13.13     GOVERNING  LAW.  The  Plan  and  all  Award  Agreements  shall be
               --------------
construed  in  accordance with and governed by the laws of the State of Arizona.


                                       12
<PAGE>

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