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<SEC-DOCUMENT>0001015402-03-002678.txt : 20030708
<SEC-HEADER>0001015402-03-002678.hdr.sgml : 20030708
<ACCEPTANCE-DATETIME>20030708140925
ACCESSION NUMBER:		0001015402-03-002678
CONFORMED SUBMISSION TYPE:	10KSB/A
PUBLIC DOCUMENT COUNT:		21
CONFORMED PERIOD OF REPORT:	20020930
FILED AS OF DATE:		20030708

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:		10KSB/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		03778303

	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>10KSB/A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                AMENDMENT NO. 2
                                       TO
                                  FORM 10-KSB

                                   (Mark one)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2002

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
       For the transition period from _______________ to ________________
                         Commission File Number: 0-24217


                                  YP.NET, INC.
                 (Name of Small Business Issuer in its Charter)

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

            4840 EAST JASMINE STREET, SUITE 105
                  MESA, ARIZONA                              85205
          (Address of principal executive offices)        (Zip Code)


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


Securities  registered  under Section 12(b) of the Exchange Act: NONE Securities
registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

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. X Yes No .

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]

Registrant's revenues for its most recent fiscal year were  $13,232,743

The aggregate market value of the common stock held by non-affiliates computed
based on the closing price of such stock on January 7, 2003 was approximately
$1,677,062.

The number of shares outstanding of the registrant's classes of common stock, as
of  January 7 , 2003 was 43,963,222.


<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS


GENERAL

YP.Net, Inc., a Nevada corporation (the "Company," "we," "us," or "our"), is in
the business of providing Internet-based yellow page advertising space on or
through www.Yellow-Page.Net and www.YP.Net .

The Company's  "yellow page" database lists approximately 18 million businesses
throughout the United States.  Our website enables internet users to search
through these "yellow page" listings and is used by businesses and consumers
attempting to locate a business and/or service provider in response to a user's
specific search criteria.


As our primary source of revenue, we offer "preferred" listings to businesses
for a monthly fee (currently $17.95). The "preferred" listing provides a
business with a priority placement listing over non-paying listings and is
displayed in a bigger and bolder font at the beginning of, or in the first
section of the user's search results - thus featuring our paying customers more
prominently to user's of our website. In addition, our paying customers get a
Mini-Webpage(TM) which includes a 40-word description of their business, their
hours of operation and other useful information, a direct link to the paying
customers website, (if they have one and it is provided by the advertiser), map,
driving directions to the paying customers location and more. As of September
30th, 2002 we have approximately 106,439 "preferred" listing advertisers who
have subscribed for this enhanced advertising service. This represents less than
six tenths of 1% of the estimated available market for preferred listings. We
market for advertisers of our "preferred" listing service ,under the name
"Yellow-Page.Net, exclusively to businesses through a direct mail solicitation
program. The solicitation includes a promotional incentive (ie. generally a
$3.50 check) which, if cashed by the business, automatically signs the business
up for the Preferred Listing service for an initial twelve month period with
automatic renewals thereafter. This easy subscription process provides a written
confirmation (ie. the check) of the subscription by the newly subscribing
business, which is verified by an independent third party (i.e the paying
customers depositing bank). To additionally insure the intention of sign-up, the
Company then mails a written confirmation card to the newly subscribing business
generally within 30 days from activation. The Company also provides a 120-day
cancellation period whereby the subscribing business may cancel and receive a
full refund of any amounts paid to the Company.


Recently, the Company has created an outbound calling department whose function
is to proactively obtain the 40-word description to be used in the
Mini-Webpage(TM), as well as other information from each newly subscribing
customer. This effort is expected to provide more information for potential
customers searching our website to help them choose to do business with one of
our Preferred Listing advertisers.

Each paying customer is billed monthly for that month's service, the vast
majority of such monthly billings appear on the subscribing business's local
phone bill.  Management believes this ability to bill the paying customer
through the paying customers phone bill is a significant competitive advantage
for the Company as few independent (not owned by a telephone company) yellow
page companies are authorized to bill directly on the phone bill for services
rendered.


The Company uses Dial Up Services Inc. (d/b/a Simple.Net, Inc. ("SN")), an
internet service provider beneficially owned by a director (Deval Johnson) of
the Company, to provide internet dial-up and other services to our customers
(See Item 12. Certain Relationships and Related Transactions). SN charges the
Company $2.50 per customer per month for such internet access. The Company's
monthly charge to its customers includes this internet access service. The
Company and SN share the same building address but are located in different
suite numbers.


                                        1
<PAGE>
We were originally incorporated as a New Mexico company in 1969 and the Company
was re-incorporated in Nevada in 1996 as Renaissance Center, Inc. Our Articles
of Incorporation were restated in July 1997 and our name was changed to
Renaissance International Group, Ltd. Effective July 1998, we changed our name
to RIGL Corporation. In June 1999, we acquired Telco Billing, Inc. ("Telco") and
commenced our current operations through this wholly-owned subsidiary. . In
October 1999, we amended our Articles of Incorporation to change our corporate
name to YP.Net, Inc. to better identify our company with our business focus.


From August through December 1999, we abandoned all subsidiaries previously
involved in the multi-media software and medical billing and practice management
areas. With the acquisition of Telco, our business focus shifted to the Internet
yellow page services business and this business is currently our main source of
revenue. Telco is operated as our wholly owned subsidiary.

GROWTH INITIATIVES

Primary Growth Strategies

PREFERRED LISTINGS-We currently derive almost all of our revenue from selling
Preferred Listings for the search results on our website. A Preferred Listing is
displayed at the beginning of search results in response to a user's specific
questions. A Preferred Listing is enhanced on the display of search results and
includes a "Mini-Webpage(TM)" listing where the paying customer can use up to 40
words to advertise; among other  features.  Our primary growth strategy is to
obtain a significantly greater number of Preferred Listings given the large,
estimated potential available market for such listings. As part of  this
strategy, the Company has re-instituted its marketing program and plans to
regularly solicit its potential customer base of approximately 18 million
businesses through its direct mail solicitation program. As a result of such
program, the Company has increased its customer count from 91,348 at September
30, 2001 to 113,565 at September 30, 2002_

BRANDING-The Company also plans to further embark upon a substantial campaign to
brand its product using the YP.Net and Yellow-Page.Net names. The Company seeks
to become the "internet yellow pages of choice" to businesses and consumers
performing searches.


In addition to its cross marketing and cross placement agreement(s) with other
websites, the Company has signed a contract for advertising relating to Baca
Racing and National Hot Rod Association ("NHRA") events which provides us with
advertising on the Baca Racing vehicles as well as public relations and
advertising as a sponsor of NHRA. The contract relating to Baca Racing and the
National Hot Rod Association primarily involves the payment of approximately
$20,000 as a one-time fee by the Company to gain additional exposure for the
Company and its services through this mode of advertising for an 18 month
period. In addition, we are members of both the Yellow Pages Integrated Media
Association (YPIMA) and the Association of Directory Publishers (ADP). As
further described under "Strategic Alliances", these organizations are trade
associations for yellow page publishers that promote quality of published
content and advertising methods. The Company plans to take an even more active
role in the year ahead


In the future, the Company also plans to substantially increase its advertising
through print, media and fixed placement advertising in select markets.

SECONDARY GROWTH STRATEGIES

Secondary growth strategies include the following:

- -We are developing banner advertisements and outside marketing efforts as an
additional source of revenue. The Company has also recently added website design
services and Internet access services for its customers.

- -As more fully described under "Technology and Infrastructure", the Company
recently designed its own infrastructure to manage customer searches. The new
site provides quicker, more accurate searches and will allow the Company to add
new features and compete in new areas such as the new generation of hand held
devices ("Personal Digital Assistants", "PDA's" and "3rd generation Cell
Phones"). This site relies upon our internal development of our own Proprietary
Search Engine software.


                                        2
<PAGE>

- -Resulting from our Proprietary Search Engine software, management believes this
software now allows the Company to easily add enhancements to its own offerings,
it could also be used to develop entirely new revenue streams that could consist
of; 1. Selling custom designed data lists, 2. Syndicating other yellow page
companies, 3. Licensing its use for other types of search engines. The Company
is not currently pursuing these initiatives at this time, nor does the Company
have any plans, arrangements or agreements to do so.

- -The Company has begun to offer free long-distance calling cards to certain of
its direct billing customers as an inducement for such customers to pay their
invoices. Management believes that this program will improve customer retention
and cash receipts. This program does not and is not intended to generate revenue
for the Company, but is used solely as a means to encourage prompt payment of
invoices to the Company.


STRATEGIC ALLIANCES

In order to service users more effectively and to extend our Yellow-Page.Net
brand to other Internet sources, we have entered into strategic relationships
with business partners offering content, technology and distribution
capabilities.

The Company has cross marketing and cross placement agreement(s) with other
websites, including My Area Guides and Overture/Goto.com as well as others.
These agreements allow the Company to increase the page views for its customers
listings and also provides the customers of such cross placement websites the
ability to also achieve additional page views by being listed on the
YP.Net-related websites. Generally, the nature of these agreements relate to the
reciprocal hosting of each others websites without any compensation to either
party. However, The Company pays My Area Guides and Overture/Goto.com $6,000 per
month and $24,000 per month respectively for such agreements.


Since the founding of our subsidiary Telco Billing, Inc. in 1998 and continued
through its acquisition by the Company in June of 1999, we have been members of
both the Yellow Pages Integrated Media Association (YPIMA) and the Association
of Directory Publishers (ADP). These organizations are trade associations for
yellow page publishers that promote quality of published content and advertising
methods. One of the primary responsibilities of these organizations and of its
members is to promote the growth of legitimate yellow page companies that
provide real value to their advertisers and to the general public at large,
while working to expose those companies that take advantage of consumers. The
Company plans to take an even more active role in the year ahead.

In order to broaden YP.Net's user base, we have established cross-linking
relationships with operators of commercial websites and Internet access
providers. There are approximately  600 affiliated websites that link and direct
'traffic" to YP.Net. We believe these arrangements are important to the
promotion of YP.Net, particularly among new Internet users who may access the
Internet through these other websites. These co-promotional arrangements
typically are terminable at will. We also utilize WebDialogs in a co-promotional
effort to provide automatic dialing services to our website users to allow these
users to place a call to one of our Preferred Listing customers by simply
clicking a button.


We have also managed revenue sharing partnerships with Amazon.com, Buy.com,
Stamps.com, and TheWallStreetJournal.com and others that allow YP.Net to
generate revenue by purchases made through the link on our home page. To
date,the amount of revenue generated from these partnerships is immaterial, less
than 1%.


WEBSITES

We own the domain name www.YP.Net and license the www.Yellow-Page.Net domain
                       ----------                 -------------------
name under a 20 year lease expiring on September 21, 2018 from Matthew &
Markson, a related party (See "Certain Relationships and Related Transactions"
for a complete discussion of the terms of this agreement. We maintain one site
under the name www.YP.Net and direct the "traffic" from the other domain name,
               ----------
www.Yellow-Page.Net to that site for Internet access. At this website, consumers
- -------------------
can search our listing database containing approximately 18 million United
States businesses. To draw user's to our websites, we offer a number of free
services including directories and maps to the business location, free e-mail
accounts, nationwide 800 and 888 directory listings, white page searches, search
engines for e-mail addresses of individual persons as well as stock quotes, job
searches, travel services, news and weather information, movie reviews and
listings, entertainment, restaurant and shopping information. In addition,
currently there are approximately 600 other websites that direct traffic to our
website. In order to provide extra value to our customers, the



                                        3
<PAGE>
Company expends money to various companies who provide "traffic" to our site by
insuring that we will be easily found on the national search engines.

Our directory search service integrates yellow page information by utilizing
yellow page category headings in combination with a natural word search feature
to provide a user-friendly interface and navigation vehicle. We have enhanced
accurate responses to user questions by utilizing category searches in the
directory services. This allows users to search by specific city, state and
business categories.

As previously mentioned, we currently derive almost all of our revenue from
selling Preferred Listings for the search results on our website. We are
developing banner advertisements and outside marketing efforts as additional
sources of revenueThe Company has also recently added website design services
and Internet access services to its customers.

MARKETING

Our primary marketing efforts are through direct mail solicitations that utilize
a promotional incentive (ie. generally a $3.50 check) for listing. Once the
potential customer cashes the check, they become a customer of the Company,
subject to the confirmation process and cancellation period of 120 days. We
market exclusively to businesses and focus on businesses that use traditional
published yellow page services. We utilize our database as a source for our
mailing list. We have also implemented a "customer satisfaction" program
(outbound calling department). Through this program, we contact each of our
customers to update the customer information regarding their business and links
to their Web page. The outbound calling department's   function is to
proactively obtain the 40-word description to be used in the Mini-Webpage(TM),
as well as other information from each newly subscribing customer. This effort
is expected to provide more information for potential customers searching our
website to help them choose to do business with one of our Preferred Listing
advertisers.


We intend to develop marketing strategies to increase the credibility and
visibility of our Web page service to targeted markets. We also intend to
promote value-added services and product areas. Our future success will depend
on our ability to continue to integrate and distribute information services of
broad appeal. Our ability to maintain and build new relationships with content
providers will be critical to our success. These relationships will, in addition
to increasing revenue, lower dilution by creating a source for businesses to
find the services they need. If successful, our Preferred Listing customers will
be able to obtain select services at discounted prices as a consequence of their
listing with us. Such services may include discounts on hotels, rental cars,
office supplies; among others. We are not currently offering these discounts to
our customers.


TECHNOLOGY AND INFRASTRUCTURE

One of our principal strengths is our internally developed technology that we
have designed specifically for handling our Internet-based data. Our technology
architecture features specially designed capabilities to enhance performance,
reliability and scalability of our listing data. These features consist of
multiple proprietary software modules and processes that support the core
internal functions of operations. The technologies include Website Design and
Maintenance, Proprietary Search Engine Software, Customer Service Applications,
Billing Applications, LEC Filtering Processes, Database Management and Custom
List Generation. Other than the URL's previously discussed under "Websites", the
Company has not pursued any patent, trademark, license or other protections on
its technology and infrastructure, nor does the Company own any other
intellectual property.



WEBSITE DESIGN AND MAINTENANCE.  Since the inception of Telco billing until
November 1, 2002, we have relied upon outside vendors to design and maintain the
infrastructure of our Website, while we retained the ability to direct how our
website looked to end users. In the fourth quarter of 2002, we designed our own
infrastructure to manage the customer searches, as well as the front-end look
and feel that users see and use. The new site was launched on November 1, 2002


                                        4
<PAGE>
exactly four years to the day that Telco Billing launched its very first site.
The new site provides quicker, more accurate searches and will allow the Company
to add new features and compete in new areas such as the new generation of hand
held devices ("Personal Digital Assistants", "PDA's" and "3rd generation Cell
Phones"). This site relies upon our internal development of our own Proprietary
Search Engine software.


PROPRIETARY SEARCH ENGINE SOFTWARE. The launch of our "in-house" Website
required the development of our own Proprietary Search Engine software. This
software is based on a relational database system (RDBS) premise which uses
algorithms that accurately speeds the users search to completion. Our software
provides a fast, flexible, reliable system that will operate on almost any
platform including Sun, Microsoft Windows, Linux and any other Unix based
operating programs. The Company has not yet pursued any patent or other
protection to date on its Proprietary Search Engine software. This software not
only allows the Company to easily add enhancements to its own offerings, it
could also be used to develop entirely new revenue streams that could consist
of; 1. Selling custom designed data lists, 2. Syndicating other yellow page
companies, 3. Licensing its use for other types of search engines. The Company
is not currently pursuing these additional potential revenue streams. Prior to
the development of our own Proprietary Search Engine software, the Company had a
co-branded syndication agreement with Intelligenix Inc. d/b/a I411.com. This
agreement was terminated in August 2002. Prior to the termination, I411.com
hosted the Company's website and provided the search engine for the Company's
website. The agreement involved monthly payments by the Company of $17,000.

CUSTOMER SERVICE APPLICATIONS. We have designed proprietary Customer Service
Applications to enable rapid object-oriented development and management of
information related to our Preferred Listing customers in a variety of formats.
This application, which is currently available to our customers, provides
detailed notes on each account, as well as credit card and paper check payment
processing. Customer Service Representatives ("CSR's") can quickly view all
contact information for the subscriber, as well as Service description, pricing,
letter of authorization ("LOA"), and billing history. With these functions in
place, CSR's have the ability to handle every aspect of the call. However, we
are finding, as we continue to grow, that it might be advisable to purchase a
third party software package from a reliable vendor that can be modified for our
needs. Our own software to be potentially developed, or any that is purchased,
would need to incorporate an automated retrieval system that integrates with our
other technologies. This integration would enable real-time updates to our
database as our customer service representatives interact with and obtain data
from our Preferred Listing clientele.


BILLING APPLICATIONS. We bill primarily through local exchange carriers ("LECs")
that are local telephone service providers (local phone companies). Our LEC
billings are routed to the LEC's and appear on our Preferred Listing customers'
telephone billing statements. To a lesser extent, we directly bill some of our
Preferred Listing customers using invoices or directly bill them on the
customers credit card (upon request) instead of directly on their phone bill.
Our billing applications technology facilitates both our LEC and direct billing
functions.

LEC FILTERING PROCESSES. The LEC Filtering Processes are core technologies
developed to enhance the applications that support our systems. By using these
processes, we are able to more accurately bill our Preferred Listings through
the appropriate LEC. These processes are a vital component of our ability to
aggregate content from multiple sources for our billing process. Information is
sorted and updated with a method of maintaining and expanding a diverse database
and allows different data sources to be combined and deployed through a single
uniform interface, regardless of data structure or content. This allows a single
database query to produce a single result set containing data extracted from
multiple databases. Database clustering in this manner reduces the dependence on
single data sources, facilitates data updates, and reduces non-conforming data
submitted to the LECs.

DATABASE MANAGEMENT. We have also developed a proprietary database technology to
address specific requirements of our business strategy and information
infrastructure services. This technology enables us to provide our services with
fewer service personnel. Our database is integrated with the applications
modules and the LEC filtering processes. This database consists of our current
and potential customers and is updated on a real-time basis as a customer's data
is received from new listings or through our customer service representatives.
We utilize this database to maintain customer service and monitor the quality of
service provided by our customer service personnel. We also use the database to
determine new products desired by our customers. Our technology has been
specifically designed to function with a high degree of efficiency within the
unique operating parameters of the Internet, as opposed to commonly used
database systems.


                                        5
<PAGE>

CUSTOM LIST GENERATION. We license the database technology that consists of over
18 million business listings throughout the United States, updated quarterly.
Under these licensing agreements, we are able to custom craft mailing lists that
suit our customer's needs. Customers have the ability to filter their custom
list against an array of attributes ranging from gross sales of the company
listed, Standard Industry Classification ("SIC") code, whether or not the
listing is a publicly traded company, or if the company listed is minority
owned. These lists can be generated in various Open Data Base Connectivity
("ODBC") and text formats. Lists are priced by record and the criteria provided
for the query. The Company licenses data bases from Acxiom Corporation and Info
USA. The agreement with Acxiom Corporation involves payments of $30,000 per year
for three years. The first two years payments totalling $60,000 were paid upon
execution of the agreement. The agreement with Info USA involves a payment of
$65,000 annually for three years as well as payments totaling $20,000 per year
for quarterly updates. Effective February 1, 2003, the Company also entered into
an agreement with Experian Information Solutions Inc. ("Experian") whereby the
Company and Experian exchange data. Experian provides the Company with its
current listings of businesses (names, addresses etc.) in the United States and
the Company provides Experian with more updated current data (updated business
names, addresses etc.) on such listings that the Company comes into the
knowledge of as a result of its marketing and preferred customer listing
solicitation efforts. There are no payments between the two companies regarding
the exchange of such data.

BILLING SERVICE AGREEMENTS

In order to bill our Preferred Listing customers through their LECs, we are
required to use one or more billing service integrators. These integrators have
been approved by various LECs to provide billing, collection, and related
services through the LECs. We have entered into customer billing service
agreements with Integretel, Inc. ("IGT",formally "eBillit" and currently
"PaymentOne") and more recently with ACI Communications, Inc. (formally known as
OAN Billing, Inc.) for these services. Under these agreements, our service
providers bill and collect our charges to Preferred Listing customers through
LEC billings. These amounts, net of reserves for bad debt, billing adjustments,
telephone company fees (3-7% of billings, depending upon the number of records
submitted) and billing company fees (approximately 3% of billings), are remitted
to us on a monthly basis. On August 1, 2002, the Company signed a three year
agreement with IGT. This agreement automatically renews for successive terms of
one year each unless either party provides 90 days written notice of its desire
not to renew. The Company's agreement with ACI is effective through September 1,
2004 and automatically renews for successive one year periods unless either
party notifies the other party in writing at least 90 days prior to the
expiration date. Presently, we are primarily billing though these integrators
and credit card processing. The Company plans to contract with a third billing
service integrator during the upcoming fiscal year to reduce its dependence upon
IGT.


REGULATION

Existing laws and regulations or ones that may be enacted in the future could
have a material adverse effect on our business. These effects could include
substantial liability including fines and criminal penalties, preclusion from
offering certain products or services and the prevention or limitation of
certain marketing practices. As a result of such changes, our ability to
increase our business through Internet usage could also be substantially
limited.

Due to the rapid growth of Internet communications, laws and regulations
relating to the Internet industry have been adopted. Such laws include
regulations related to user privacy, pricing, content, taxation, copyrights,
distribution, and product and services quality. Concern regarding Internet user
privacy has led to the introduction of federal and state legislation to protect
Internet user privacy. In addition, the FTC has initiated investigations and
hearings regarding Internet user privacy that could result in rules or
regulations that could adversely affect our business. As a result, the adoption
of new laws or regulations could limit our ability to conduct targeted
advertising, or distribute or to collect user information.

QUALITY ASSURANCE & INTERNAL SELF-REGULATION

The Company believes that the best customer care can be obtained for its
customers through quality assurance initiatives. The Company believes that
quality assurance should entail substantial steps to insure customer
satisfaction.


Unlike several of our competitors that generally utilize larger marketing staffs
than the Company, the Company has found that its direct mail marketing program,
which generally utilizes a $3.50 check, is the most economical way to obtain new
customers. (See MARKETING ) This is important to the cost that we charge our
customers for the product we deliver. Because we believe that our cost for
obtaining new customers is lower than many of our competitors who sell yellow
pages with personal visits and other more expensive methodologies, we believe we
can offer our product to our customers at a cost that we believe is much lower
than our competition. Our customer care and quality assurance begins well before
a new customer is obtained. The Company goes to great lengths to insure that its
direct mail marketing solicitations are the most effective, yet clear pieces we
can create. The Company fully acknowledges that no one can write or prepare a
solicitation that 100% of the people receiving it will fully understand. While
the law only requires that your solicitation be understood by a majority of
reasonable persons, the Company strives to have solicitations that everyone will



                                        6
<PAGE>
understand. Before a solicitation is printed for general distribution, it is
reviewed by various employees (Team Members) before being sent to the Company's
Legal Counsel. Once approved by the Company's Legal Counsel it is sent to
attorney Charles M. Stern who is also general counsel to the Yellow Pages
Integrated Media Association (YPIMA), YPIMA deals with the Federal Trade
Commission and various State and Local Agencies in their fight against "Bogus"
Yellow Pages. Next, the potential solicitation is forwarded to our Billing
integrators. After their legal review it is forwarded to the legal departments
of the Local Exchange Carrier's (local phone companies) for their approval,
which insures that it follows all Federal Communication Commission (FCC)
guidelines as well.

Being a Yellow Page Publisher, the Company only mails to businesses in the
United States, not the general public at large.

Generally, our paying customers contract for their listings with us by
depositing a check (i.e. generally a $3.50 check). This is an easy and effective
way to be sure that the business you are soliciting is the one that is
contracting for the services. The customers bank provides a third-party
verification of the potential customer sign-up for our Preferred Listing
service. Once we receive the information that the check has been cashed we
activate the new customer as a preferred listing on our website. We then attempt
to contact that new advertiser via the phone to update their information and
obtain the 40 -word description to be used in their Mini-Web Page. This
follow-up allows the new customer to inform us about what is important about
their business so that people searching our site would be able to find important
information about the paying customers business.

While our settlement with the FTC (See "LEGAL PROCEEDINGS") provides that we
send a confirmation card, which confirms with the new subscriber that they have
indeed signed up for our service within 80 days of the check being cashed, the
Company has elected to send the card in about 30 days or less from the date the
check is cashed. We believe this process  allows the new subscribers to evaluate
the value of our offerings while  still allowing those customers that are
unhappy (for any reason) to cancel for a full refund within the 120 day
cancellation  period.

For ease of contact and at almost every point of contact with customers and
prospective customers, we provide a toll free 800 number for our customers to
have their questions answered and to cancel service if they are dissatisfied for
any reason. The call center that answers that 800# is staffed Monday through
Friday by the Company from 6 am to 5 pm M.S.T. Each Customer can receive a full
refund of any monies paid to the Company within the first 120 days of signing
up.

The Company has recently formed a Quality Assurance Department to monitor Team
Members calls with our customers to further insure customer satisfaction. This
new department is in addition to the monitoring done by the Team Members
Supervisors. Recently, the Company has also created an outbound calling
department ( "customer satisfaction program") whose function is to proactively
obtain the 40-word description to be used in the Mini-Webpage(TM). Management
expects this initiative will provide more information for potential customers
searching our website to help them choose to do business with one of our
Preferred Listing advertisers.


                                   COMPETITION

We operate in a highly competitive and rapidly expanding Internet services
market, however our primary market sector is business-to-business services
instead of a pure technology industry. We compete with online services, website
operators, and advertising networks. We also compete with traditional offline
media such as television, radio, and traditional yellow page directory
publishers, and print share advertising. Our services also compete with numerous
directory website production, and Internet information service providers. Our
largest competitors are the Local Exchange Carriers (local phone companies" or
"LEC's").


                                        7
<PAGE>
The principal competitive factors of these markets include personalization of
service, ease and use of directories, quality and responsiveness of search
results, availability of quality content, value-added products and services, and
access to end-users. We compete with the suppliers of Internet navigational and
informational services, high-traffic websites and Internet access providers, and
with other media for advertising listings. This competition could result in
significantly lower prices for advertising and reductions in advertising
revenues. Increased competition could have a material adverse effect on our
business.

Many of our  competitors have greater capital resources than us. These capital
resources could allow our competitors to engage in advertising and other
promotional activities that will enhance their brand name recognition at levels
we cannot match. The LECs have brand name recognition and access to potential
customers since they have existing local access customers.

We believe that since most, if not all, of our debt is paid off , the Company is
producing significant cash and our direct mail marketing program is proving to
be effective that we can successfully compete in this market. Management
believes that it can compete effectively by continuing to provide quality
services at competitive prices and by actively developing new products for
customers.

Management believes that our outbound calling department's ("customer
satisfaction program")  whereby we contact our customers to obtain information
for their Mini Webpage(TM) and if partnered with other reputable companies,
could be an additional source of revenue. Management is looking for products and
services to sell as part of our outbound calling efforts

EMPLOYEES

As of January 7, 2002, we employed 23 full time personnel. Our employees are not
covered by any collective bargaining agreements, and we believe our relations
with our employees are good.

ITEM 2. DESCRIPTION OF PROPERTY


Our corporate offices are located in Mesa, Arizona. During Fiscal 2002, we
leased a 16,772 square foot facility from Mr. Art Grandlich dba McKellips
Corporate Square for approximately $120,000 annually on a long-term operating
lease through June 2003. We recently negotiated a three year extension of that
lease under the same terms and conditions with The Estate of Arthur G. Granlich
dba McKellips Corporate Square. As part of the consideration related to our
license of the Yellow-Page.Net URL, we sublease approximately 8,000 square feet
of leased space to Business Executive Services, Inc. ("BESI"), for $1.00
annually. This agreement expires in June 2003. However, BESI has agreed to
provide 80% of its space during the period January 2003 to June 2003 at no cost
to the Company in exchange for the same 20% to be retained by BESI during the
lease extension at no cost to BESI. This will allow the Company to more rapidly
expand its outbound calling department ("customer satisfaction program"). BESI
was a related party through certain common management with the Company. See
"Certain Relationships and Related Transactions," below.



ITEM 3. LEGAL PROCEEDINGS

We are party to certain legal proceedings and other various claims and lawsuits
in the normal course of our business, which, in the opinion of management, are
not individually or collectively material to our business or financial
condition.

The Federal Trade Commission ("FTC") has aggressively pursued what it perceives
as deceptive practices related to direct mailer and other promotions involving
the Internet and/or LEC billing type practices. We had been involved in a
significant FTC enforcement action regarding these matters. On or about June
26th, 2000 the FTC filed suit, in separate actions, against not less than 10
Internet companies of which the Company was one. Almost immediately the Company
reached a preliminary settlement with the FTC (on July 13th, 2000), which
essentially allowed the Company to continue "business as before", pending a
final resolution. However, the Board of Directors of the Company determined that
since the matter in question related to the Company's direct mail solicitations
that the Company would voluntarily not mail any solicitations until a final
agreement was reached with the FTC.


                                        8
<PAGE>
With no findings of wrongdoing or admissions by us, on July 30, 2001 a Final
settlement was reached. The Stipulated Final Judgment and Order for Permanent
Injunction and other Equitable Relief (the "Order") was filed with the United
States District Court wherein the FTC and the Company agreed to this
stipulation, which states a claim upon which relief may be granted against the
Company, should it be violated. The Order called for the following minor changes
to our business practices; We have been restrained from using the word "rebate"
on our solicitations and must state that the mailer is a solicitation of goods
and services, We have voluntarily agreed not to use the "walking fingers" logo
on our solicitation (unless accompanied by the language "not affiliated with any
local or long distance phone company") and further have extended our refund
policy to our new customers from 90 days to 120 days.

Once the settlement was reached the Company tested its solicitations using all
                                                                           ---
of the changes required under the agreement and upon determining that they had
no material impact upon the results, resumed regular mailings in October 2001.
As of this date the Company has complied with all ongoing requirements under the
settlement, including the provision that all management personnel read and
acknowledge the Final Order to ensure compliance.

Other than this one action, The Company and the United States Federal Trade
Commission have had no other issues.


The Company is or was a Plaintiff in various legal actions:

The Company had initiated various legal actions to recover shares of stock that
had been issued by former management to various consultants. In all of these
cases, management has alleged that this stock was issued to these consultants
for the promise of valuable services to be rendered that were never performed.
The cases and their current status are summarized below;


- -YP.Net v. Elrod Maricopa County Superior Court CV2000-021154 (154,284 shares of
common stock) On July 28, 1999, Elrod was hired as a consultant to the Company
relating to financial and strategic matters. He was a consultant at the time the
shares were transferred to him. The Company believes that Elrod did not perform
in accordance with the consulting agreement. Subsequently, Elrod transferred the
shares to a third party. Proceedings in this case began on November 27, 2000.
All parties have agreed to enter into a tri-parte agreement on May 8, 2002
whereby the shares would be returned to the Company. The shares have not yet
been returned to the Company as Elrod is disputing the terms of the settlement
agreement.

- -YP.Net v. Eriksson Maricopa County Superior Court CV2000-021151 (132,500 shares
of common stock) On or about July 8, 1999, Eriksson was hired as a consultant to
the Company relating to financial and strategic matters. He was a consultant at
the time the shares were transferred to him. The Company believes that Eriksson
did not perform in accordance with the consulting agreement. Subsequently,
Eriksson had transferred all of these shares to third parties. Proceedings in
this case began on November 27, 2000. One of those third parties, Tiger Lewis,
has returned the shares transferred to them (82,500 shares). McConkie, another
third party recipient of 50,000 shares had sued the Company so that he can
further transfer the shares. A tri-parte agreement has been reached whereby the
shares would be returned to the Company upon payment of $6,187.50. That payment,
final settlement and return of shares to the Company occurred on or about
December 12, 2002.

- -YP.Net v. Wolfson Maricopa County Superior Court CV2000-021152 (385,716 shares
of common stock) On July 28, 1999, Wolfson was hired as a consultant to the
Company relating to financial and strategic matters. He was a consultant at the
time the shares were transferred to him. The Company believes that Wolfson did
not perform in accordance with the consulting agreement. After agreeing to
return the shares and filing a settlement agreement in court, Wolfson
transferred these shares to an undisclosed third party. Proceedings in this case
began on November 27, 2000. Presently,in settlement negotiations, Wolfson has
agreed to provide the name of the third party and to negotiate the return of the
shares to the Company. The shares have not yet been returned.

- -YP.Net v. Anderson Maricopa County Superior Court CV2000-021153 (250,000 shares
of common stock) On July 28, 1999, Anderson was hired as a consultant to the
Company relating to financial and strategic matters. She was a consultant at the
time the shares were transferred to her. The Company believes that Anderson did
not perform in accordance with the consulting agreement. Proceedings in this
case began on November 27, 2000. On June 10, 2002, the Company obtained judgment
in its favor rescinding the original contract and all of the shares have been
awarded to the Company. The shares are in the process of being transferred by
the transfer agent.

- -YP.Net v. Pamela J. Thompson et al. Maricopa County Superior Court
CV2002-010117 On May 29th, 2002 the Company filed suit against Pamela J.
Thompson, former CFO and related parties ("Thompson") in the Superior Court of
Arizona alleging, among other things, that Thompson removed Company property
without authorization and misappropriated Company funds. On July 10th, 2002, the
Court issued a Temporary Restraining Order against Thompson enjoining them from
disclosing or disseminating the Company's trade secrets, financial or
confidential information and interfering in the Company's contractual
obligations or contracts of the Company. The Company is seeking the return of
the misappropriated funds and the Company property removed without authorization
as well as the repayment of loans outstanding to the Company. The Company is
also seeking punitive damages, attorney fees and compensatory damages. Discovery
in the case is ongoing.

The Company had made a demand for arbitration against a former billing Company
for the return of funds that the Company alleged was wrongfully withheld from
payments by them to us. The matter was settled by payment to the Company by the
billing company of $200,000



                                        9
<PAGE>
The Company was named as a Defendant in a lawsuit filed by Joseph and Helen Van
Sickle on May 24th, 2002 (CV2002-010296) demanding immediate repayment of a
promissory note for monies loaned to the Company by The Van Sickles. The Van
Sickles claimed the Company owed approximately $500,000, which amount the
Company disputed. A settlement was reached and the case was dismissed with
payment by the Company of $300,000 on October 17th, 2002.

All other matters have been settled or dismissed and no other matters are
pending.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our annual meeting of shareholders was held on September 20, 2002, and the
following matters where submitted to our shareholders to vote.

1. Resolution for the reelection of directors.

2. Resolution for 2002 Employees', Officers', and Directors' Stock Option Plan.

3. The retention of Epstein, Weber & Conover, P.L.C.as independent public
auditor.

4. The transaction of such other business as may properly come before the
meeting.

The following individuals were elected to serve on our Board of Directors at our
annual meeting of shareholders on September 20, 2002: Angelo Tullo, Gregory B.
Crane, Daniel L.Coury Sr., DeVal Johnson, and Peter Bergmann. See "Directors and
Executive Officers, Promoters, and Control Persons; Compliance with Section
16(A) of the Exchange Act," below.

The firm of Epstein, Weber & Conover, P.L.C. was elected to serve as our
independent auditor for the year ended September 30, 2002.

The tabulation of votes for the foregoing matters was as follows:


1.     DIRECTORS

NAME           FOR         AGAINST  ABSTAIN
- ----           ---         -------  -------
ANGELO TULLO   31,220,721  603,534  193,975
GREGORY CRANE  31,220,721  603,534  193,975
DANIEL COURY   31,695,721  138,534  193,575
PETER BERGMAN  31,445,821  378,484  193,975
DEVAL JOHNSON  31,220,821  603,434  193,975


2.     2002  STOCK  OPTION  PLAN

                 FOR            AGAINST       ABSTAIN
                 ---            -------       -------
                 24,187,154     1,022,305     6,811,271

3.     RETENTION  OF  EPSTEIN,  WEBER  &  CONOVER,  P.L.C.

                 FOR            AGAINST       ABSTAIN
                 ---            -------       -------
                 31,469,603     490,150       58,474


No other business was brought before the shareholders.



                                       10
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OUR COMMON STOCK

Our common stock is traded in the over-the-counter market under the symbol
"YPNT."

The following table sets forth the quarterly high and low bid prices per share
for the common stock by the National Quotation Bureau for the last two Fiscal
YearsThe quotes represent inter-dealer quotations, without adjustment for
retail mark-up, markdown or commission and may not represent actual
transactions.


       FISCAL YEAR  QUARTER ENDED             HIGH    LOW
       -----------  ------------------------  -----  -----
              2001  December 31, 2000         $.22   $.21

                    March 31, 2001            $.45   $.20

                    June 30, 2001             $.23   $.18

                    September 30, 2001        $.17   $.10

              2002  December 31, 2001         $.23   $.06

                    March 31, 2002            $.37   $.12

                    June 30, 2002             $.20   $.05

                    September 30, 2002        $.11   $.05



On January 7 , 2003, there were 525 shareholders of record of our common stock.
The transfer agent for our common stock is Continental Stock Transfer and Trust
in New York City, New York.

Our  Preferred Stock

During the year ended September 30, 2002, the Company created a new series of
     capital stock, the Series E Convertible Preferred Stock (See Footnote 9 to
     the financial statements).

During the year ended September 30, 2002, pursuant to an existing tender
     offer, holders of 131,840 shares of the Company's common stock exchanged
     said shares for an equal number of the Series E Convertible Preferred
     shares, at the then $0.085 market value of the common stock. As of
     September 30, 2002, the liquidation preference value of the outstanding
     Series E Convertible Preferred Stock was $39,552, and dividends totaling
     $494 had been accrued and paid associated with said shares


DIVIDEND POLICY

The Company has one class of outstanding Preferred Stock. The Series E preferred
shares have a dividend of $0.015 per year, payable quarterly, and a liquidation
preference of $0.30 per share. There are 131,840 shares of outstanding Series E
preferred stock.

Under Nevada law, dividends on the Company's common stock may only be paid out
of net profits. Prior to our acquisition of Telco, no significant revenue had
been generated. We have not paid, cash dividends on our common stock. The
current policy of the Board of Directors is to retain a substantial portion of
earnings to provide funds for operation and expansion of our business. The
declaration of dividends is subject to the discretion of the Board of Directors,
which may consider such factors as our results of operations, financial
condition, capital needs and acquisition strategies, among others.


                                       11
<PAGE>

SALES OF UNREGISTERED SECURITIES
During Fiscal 2002, we issued 50,000 shares of our common stock at a value of
$0.09 per share to a marketing consultant for services rendered and 50,000
shares to Peter Bergmann for his services as a Director. Each of these sales
were made pursuant to Section 4(2) under the Securities Act of 1933, to
accredited investors.

During an offering period ending May 31, 2002, we exchanged an aggregate of
131,840 shares of series E preferred stock for an equal number of shares of
common stock. An aggregate of 29 shareholders participated in the exchange offer
which was exempt from registration pursuant to section 3(a)(9) under the
Securities Act of 1933.

Subsequent to September 30,2002, the Company issued the following shares:

     -    4,000,000 shares (value of $300,000) to Sunbelt Financial Concepts,
          Inc. ("Sunbelt"), for services provided to the Company. Angelo Tullo,
          the Company's CEO and Chairman, is President of Sunbelt;
     -    1,000,000 shares (value of $75,000) to Advertising Management and
          Consulting Services, Inc. ("AMCS") for services rendered to the
          Company. Greg Crane, Company's Vice President of Marketing and a
          Director, is President of AMCS;
     -    1,000,000 shares (value of $75,000) to Advanced Internet Marketing,
          Inc.("AIM") for services rendered to the Company. DeVal Johnson, the
          Company's Secretary and Director is President of AIM;and
     -    50,000 shares (value of $3,750) to David J. Iannini, the Company's
          CFO, for services rendered as such.

The restricted shares were issued based upon the average bid and ask prices at
the time of issuance ($0.075 per share) and were issued in reliance on the
exemption from registration provided by Section 4 (2) of the Securities Act.
Each of the foregoing parties was a sophisticated and accredited investor who
had complete access to financial and other information related to the Company.
The representative of each of the foregoing entities is either an officer or
director of the Company.



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


                                       12
<PAGE>
OVERVIEW

We provide Internet-based yellow page listing services on our YP.Net website. We
acquired Telco Billing, Inc. in June 1999 as a wholly owned subsidiary, and, as
a result of this acquisition, changed our primary business focus to become an
electronic yellow page directory service. Our website enables users to search
for yellow page listings in the United States. We charge our customers for a
Preferred Listing of their businesses on searches conducted by consumers on our
website.

The Company 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 subsequently 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 Internet-based
yellow page services.

In order to ensure the accuracy and completeness of the Company's financial
information in May, 2002, the independent members of the Company's Board of
Directors engaged the services of Jerrold Pierce, the former Senior Special
Agent  of the Criminal Investigations  Division of  the Internal Revenue Service
for seven western states.  Mr. Pierce performs unannounced inspections of the
Company's financial records at least once every quarter.  Mr. Pierce reports his
findings directly to the independent members of the Board, and to the Board in
its entirety.  To date, Mr. Pierce has found no irregularities with current
management

RESULTS OF OPERATIONS

Fiscal Year End September 30, 2002 Compared to Fiscal Year End September 30,
2001.

Revenue for the year ended September 30, 2002 ("Fiscal 2002") was $13,232,743
compared to $13,501,966 for the year ended September 30, 2001 ("Fiscal 2001").
The decrease in revenue is principally the result of a change in revenue
recognition on direct billings. In Fiscal 2002, revenue on direct billings was
recognized only as cash was collected in order to be more conservative. In
Fiscal 2001, direct revenue was recognized upon providing the Preferred Listing
service and a reserve against such revenues was established in accordance with
SAB #101. Management believes that recognizing direct billings as revenue upon
cash collection is more conservative than its previous methodology. Comparing
Fiscal 2002 to Fiscal 2001 revenues using the current revenue recognition
policy, revenue for Fiscal 2002 increased by approximately $1,400,000 compared
to Fiscal 2001 or approximately 12 % .

We utilize direct mailings as our primary marketing program and this program
generates our principal revenue of the Company. Our subscribing customers
increased to 113,565  at September 30, 2002, approximately a 24 % increase for
the fiscal year.


Cost of Services for Fiscal 2002 were $3,811,394 compared to $6,150,085. The
decrease in cost of services is due to a decrease resulting from lower dilution
(ie.unbillable customer phone numbers, customer credits, LEC charge-backs) in
2002 compared to 2001 resulting from the previously mentioned improvement in the
Company's LEC billing filtering process. We have been able to reduce our
dilution expenses with the third party billing companies, as the Company becomes
better able to track its individual subscriber billings and collections, The
Company ceased its relationship with a billing company due to the higher cost of
doing business with this third party biller. The Company reduced its total
billing related expenses by $3,826,000 in the year ended September 30, 2002
primarily due to its ability to challenge dilution charges made by these third
party billers.

General and administrative expenses for Fiscal 2002 were $4,754,665 compared to
$3,987,040 for Fiscal 2001. The increase was principally the result of increased
staffing costs of $953,000 and legal and professional fees of approximately
$182,000. These higher costs were partially offset by lower expense of
consultants and rent expense. The Company added staff in anticipation of adding
an outbound customer service group and to begin performing more of the billing
process in-house.


Sales and marketing expenses for Fiscal 2002 were  $963,868  compared to
$688,349 for Fiscal 2001. The increase was principally the result of our
re-instituting our marketing efforts in Fiscal 2002The marketing expenses are
attributed to our direct response marketing, which is our primary source of
attracting new customers.  In Fiscal 2001, the Company's management decided to
cease all direct mail marketing efforts until we had entered into a final
settlement agreement with the FTC. In July 2001 we entered into a settlement
agreement and voluntarily complied with the order set forth by the FTC. See our
Form 10-QSB for the period ended June 30, 2001.


Operating income in Fiscal 2002 was $3,121,526 compared to $2,073,066 in Fiscal
2001 representing an increase of approximately 50%. Income before income taxes
was $3,450,489 in Fiscal 2002 and $3,042,728 in Fiscal 2001. Excluding gains on
common shares received and retired under legal settlements (recorded


                                       13
<PAGE>

as other income), income before income taxes in Fiscal 2002 was $3,182,814
compared to $1,317,698 in Fiscal 2001, an increase of over 140%. The exclusions
of the settlement gains for comparison purposes is relevant because these
matters are not expected to recur. The increases in both operating income and
income before income taxes were the result of the substantial savings in the
billing company and LEC dilution expenses and lower interest expense due to
lower debt levels in Fiscal 2002. The Company is likely to continue to
experience lower billing expenses as a percentage of revenue but not on the
level of the gains experienced in Fiscal 2002. However, the Company intends to
increase its marketing efforts in the short term resulting in higher marketing
expenses.

The cost of the Yellow-Page.Net URL was capitalized at its cost of $5,000,000.
The URL is amortized on an accelerated basis over the twenty-year term of the
licensing agreement. Amortization expense on the URL was $399,833 for the year
ended September 30, 2002. Annual amortization expense in future years related to
the URL is anticipated to be approximately $200,000-300,000

Interest expense for Fiscal 2002 was $92,341 compared to $571,248 for Fiscal
2001. The decrease in interest expense was a result of decreased debt due to the
repayment of approximately $800,000 of debt in Fiscal 2002.

During the year ended September 30, 2002, the Company structured certain
transactions related to its merger with Telco that allowed the Company to
utilize net operating losses that were previously believed to be unavailable or
limited under the change of control rules of Internal Revenue Code 382. The
deferred income tax asset of $1,471,000 related to these net operating losses
recorded at September 30, 2001, was fully offset by a valuation allowance. That
valuation allowance was eliminated and recognized as a benefit in the year ended
September 30, 2002. Due to these changes, the Company recognized an income tax
benefit of $1,614,716 for the year ended September 30, 2002. At September 30,
2002 the Company has utilized all of its federal and state net operating losses.

Net profits for Fiscal 2002 were $3,696,463 , or $0.08 per share, compared to
$1,812,281, or $.04 per share for Fiscal 2001. The increase in Net income
resulted from the increased subscribing customer count and associated revenue
cited above with a less than corresponding increase in expenses cited above as
well as the usage by the Company of remaining net operating losses which reduced
the income tax provision from the previous fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance increased to $767,108 for Fiscal 2002 from  $683,847 for Fiscal
2001. We funded working capital requirements primarily from cash generated from
operating activities and utilized cash in investing activities and financing
activities, primarily through repayments of debt.

Operating Activities. Cash provided by operating activities was $1,158,015 for
Fiscal 2002 compared to $3,880,158 for Fiscal 2001. The principal source of our
operations revenue is from sales of Internet yellow page advertising. The
decrease in cash provided from operations resulted from an increase in the
Company's accounts receivable and customer acquisition costs due to the
increased subscribing customer count resulting from our marketing solicitation
program.


Investing Activities. Cash used by investing activities was $244,077 for Fiscal
2002 compared to $165,672 for Fiscal 2001. We purchased $77,632 of computer
equipment in Fiscal 2002 compared to $28,520 of  computer equipment  in Fiscal
2001. Increased computer purchases in Fiscal 2002 resulted from growth in the
customer base in Fiscal 2002 and in preparation for anticipated future growth in
the customer base.

Financing Activities. Cash flows used from financing activities were $830,677
for Fiscal 2002 compared to $3,250,252 for Fiscal 2001. We had cash outflow of
approximately $800,000 in Fiscal 2002 relating to the repayment of debt and cash
outflow in Fiscal 2001 resulting from the repayment of our credit facility
relating to Matthew Markson Ltd. of $3,199,452 . During Fiscal 2002, the Company
established a Trade Acceptance Draft program with Actrade Financial Technologies
which enables the Company to borrow up to $150,000 . A trade acceptance draft
("TAD") is a draft signed by the Company made payable to the order of a vendor
providing services to the Company. AcTrade provides payment to the vendor and
collects from the Company the amount advanced to the vendor (plus interest)
under extended payment terms, generally 30,60 or 90 days. When used, the Company
pays a rate of 1% per month of the amount of the TAD. There is no term to the
agreement with Actrade and either party may terminate the agreement at any time.

We incurred debt in the acquisition of the license right to the Yellow-Page.Net
URL. A total of $4,000,000 was borrowed, $2,000,000 from Joseph and Helen
VanSickle, $1,000,000 from shareholders of the Company and $2,000,000 as a Note
from Matthew & Markson Ltd. Management which has dedicated payments in the
amount of $100,000 per month for the payment of the VanSickle note. This note
was paid in full subsequent to year end. Management had also dedicated payments
to the Matthew & Markson note in the amount of $100,000 per month, with the
provision that no payment be made if we have less than 30 days operating capital
reserved, or if we are in an uncured default with any of our lenders. The
original note



                                       14
<PAGE>
has been paid in full while a balance of $115,866 remains on another note to
Matthew & Markson. (see "Certain Relationships"). A total of 4,500,000 shares of
our common stock were issued to secure these notes and are held in escrow.



Collections on accounts receivables are received primarily through the billing
service integrators under contract to administer this billing and collection
process. The billing service providers generally do not remit funds until they
are collected. The billing companies maintain holdbacks for refunds and other
uncertainties. Generally, cash is collected and remitted to us over a 90 to 120
day period subsequent to the billing dates. In August 2002, the Company entered
into a new agreement with its primary billing service provider, IGT, whereby
cash is remitted to us on a sixty day timetable beginning November 2002.

We market our products primarily through the use of direct mailers to businesses
throughout the United States. We generally pay for these marketing costs when
incurred and amortize the costs of direct-response advertising on a
straight-line basis over eighteen months. The amortization lives are based on
estimated attrition rates. During Fiscal 2002 we paid $2,258,006 in advertising
and marketing compared to $3,781,485 in Fiscal 2001. Management anticipates the
outlays for direct-response advertising to remain consistent over the next year.


     The acquisition of Telco by the Company called for the issuance of
     17,000,000 new shares of stock in exchange of the existing shares of Telco.
     As part of that agreement, the Company gave the former shareholders the
     right to "Put" back to the Company certain shares of stock at a minimum
     stock price of 80% of the current trading price with a minimum strike price
     of $1.00. The net effect of which was that each of the former Telco
     shareholders could require the Company to repurchase shares of stock of the
     Company at a minimum cost of $10,000,000. The agreement required the
     Company to attain certain market share levels.


                                      A-16
<PAGE>

     The "Puts" were renegotiated and retired. As part of the renegotiated
     settlement, the Company provided a credit facility of up to $10,000,000 to
     each of the former Telco shareholders (Mathew & Markson and Morris &
     Miller. See Item 11.), collateralized by the stock held by these
     shareholders, with interest at least 0.25 points higher than the Company's
     average cost of borrowing. Additional covenants warrant that no more that
     $1,000,000 can be advanced at any point in time and no advances can be made
     in excess with out allowing at least 30 days operating cash reserves or if
     the Company is in an uncured default with any of its lenders. At September
     30, 2002, the Company had advanced $233,073 under this agreement.

     On September 20, 2002, the Company entered into Executive Consulting
     Agreements with Sunbelt Financial Concepts Inc. ("Sunbelt"), Advertising
     Management and Consulting Services, Inc. ("AMCS") and Advanced Interent
     Marketing Inc. ("AIM") relating to the employment of three executive
     managers and their respective staffs. (See Certain Relationships and
     Related Transactions"). As part of these agreements a Flex Compensation
     program was instituted. Under these agreements, each of Sunbelt, AMCS and
     AIM may annually draw up to $220,000, $50,000 and $30,000 respectively
     subject to sufficient cash on hand at the Company. The amounts are
     increased by 10% annually and also contain a Due on Sale Clause, whereby if
     there is a change of control of the Company, as defined, then the
     respective agreements allows each to receive the greater of 30% of the
     amounts due under the respective agreements or 12 months worth of fees.

FUTURE OUTLOOK

For fiscal year 2003 we expect to continue our customer satisfaction program
whereby we contact our existing customers for their many Mini-Webpage(TM)
information and to develop and market new products. We also are generating a new
revenue source to provide customer service and technical services to related and
industry entities. We presently have agreements with Dial-Up Services, Inc. (dba
Simple.Net) to provide both customer and technical services. Simple.Net is an
Internet service provider ("ISP") beneficially owned by a director (Deval
Johnson) of the Company. SN charges the Company's customers $2.50 per month for
internet access. (See Footnote 12 to the financial statements).


We have offered our customers Internet access services and are currently gaining
customers weekly. Our dial-up ISP backbone provider is Simple.Net. Under our
current provider's network, over 65 percent of the US's population has the
ability to dial to a local point of presence. The remaining population will be
allowed access through an 800 number solution. This revenue stream will prove
vital in expanding our ability to reach various customer needs.

Our future success will depend on our ability to integrate continually and
distribute information services of broad appeal. Our ability to maintain our
relationships with content providers and to build new relationships with
additional content providers is critical to our marketing plan.

FACTORS  WHICH MAY AFFECT FUTURE OPERATING RESULTS

Set forth below and elsewhere in this Annual Report and in the other documents
we file with SEC, including the most recent Form 10-QSB, are risks and
uncertainties that could cause actual results to differ materially from the
results contemplated by the forward-looking statements contained in the Annual
Report.

GROSS MARGINS MAY DECLINE OVER TIME:  We expect that gross margins may be
adversely affected because we have determined that profit margins from the
electronic yellow pages offerings that we have profited from in the past have
fluctuated. We have experienced a decrease in revenue from the LEC from the
effects of the Competitive Local Exchange Carriers (CLEC) that are participating
in providing local telephone services to customers. We have begun to address
this problem and we are implementing data filters to reduce the effects of the
CLEC's. We have also sought other billing methods to reduce the adverse effects
of the CLEC billings. These other billing methods may be cheaper or more
expensive than our current LEC billing and we have not yet determined if they
will be less or more effective. We continue to look for profitable Internet
opportunities; however there are no assurances that we will be successful, and
presently we have no acquisitions in progress.


                                       15
<PAGE>
DEPENDENCE ON KEY PERSONNEL: Our performance is substantially dependant on the
performance of our executive officers and other key employees and our ability to
attract, train, retain and motivate high quality personnel, especially highly
qualified technical and managerial personnel. The loss of services of any
executive officers or key employees could have a material adverse effect on our
business, results of operations or financial condition. Competition for talented
personnel is intense, and there is no assurance that we will be able to continue
to attract, train, retain or motivate other highly qualified technical and
managerial personnel in the future.

Since our Growth Rate may slow, operating results for a particular quarter are
difficult to predict: We expect that in the future, our net sales may grow at a
slower rate on a quarter-to-quarter basis than experienced in previous periods.
This may be a direct cause of the projected changes to our direct marketing
Pieces. See "MARKETING," above. As a consequence, operating results for a
particular quarter are extremely difficult to predict. Our ability to meet
financial expectations could be hampered if we are unable to correct the billing
through the CLEC markets seen in the fourth quarter continue in the future.
Additionally, in response to customer demand, we continue to attempt develop new
products to reduce our customer attrition rates.

REGULATORY ENVIRONMENT.  Existing laws and regulations and any future
regulation may have a material adverse effect on our business. These effects
could include substantial liability including fines and criminal penalties,
preclusion from offering certain products or services and the prevention or
limitation of certain marketing practices. As a result of such changes, our
ability to increase our business through Internet usage could also be
substantially limited.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
YP.NET, INC.



TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            PAGE

INDEPENDENT AUDITORS' REPORT                                                 A-2

CONSOLIDATED FINANCIAL STATEMENTS:

     Consolidated Balance Sheet at September 30, 2002                        A-3

     Consolidated Statements of Operations for the years ended
          September 30, 2002 and September 30, 2001                          A-4

     Consolidated Statements of Stockholders' Equity for the
          years ended September 30, 2002 and September 30, 2001              A-5

     Consolidated Statements of Cash Flows for the
          years ended September 30, 2002 and September 30, 2001              A-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                   A-9


                                       16
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




To the Stockholders and Board of Directors of
     YP.Net, Inc.:

We  have  audited the accompanying consolidated balance sheet of YP.Net, Inc. as
of  September  30,  2002  and the related consolidated statements of operations,
stockholders'  equity  and  cash  flows  for each of the two years in the period
ended  September  30, 2002. These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We believe our audits provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of YP.Net,
Inc.  as  of  September 30, 2002, and the consolidated results of its operations
and cash flows for each of the two years in the period ended September 30, 2002,
in  conformity  with  generally  accepted  accounting  principles.



     /s/  EPSTEIN, WEBER & CONOVER, P.L.C.
          Scottsdale, Arizona
          December 2, 2002


                                                                             A-2
<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002
- --------------------------------------------------------------------------------------------
<S>                                                                             <C>
ASSETS:
CURRENT ASSETS
   Cash and cash equivalents                                                    $   767,108
   Accounts receivable, net                                                       3,561,808
   Prepaid expenses and other current assets                                         64,211
                                                                                ------------
      Total current assets                                                        4,393,127

ACCOUNTS RECEIVABLE - long term portion                                             513,485
CUSTOMER ACQUISITION COSTS, net of accumulated amortization
     of $718,594                                                                  1,418,227

PROPERTY AND EQUIPMENT, net                                                         274,459

DEPOSITS AND OTHER ASSETS                                                           150,725

INTELLECTUAL PROPERTY- URL, net of accumulated
  amortization of $1,481,148                                                      3,578,542

ADVANCES TO AFFILIATES                                                              233,073
                                                                                ------------
    TOTAL ASSETS                                                                $10,561,638
                                                                                ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Accounts payable                                                             $   195,396
   Accrued liabilities                                                              182,797
   Notes payable - current portion                                                  352,362
   Deferred income taxes                                                             87,221
   Income taxes payable                                                             486,243
                                                                                ------------
      Total current liabilities                                                   1,304,019

NOTES PAYABLE - long-term portion                                                   115,866

DEFERRED INCOME TAXES                                                                 5,921
                                                                                ------------
      Total liabilities                                                           1,425,806
                                                                                ------------

STOCKHOLDERS' EQUITY:
   Series E convertible preferred stock, $.001 par value, 200,000 shares
    authorized, 131,840 issued and outstanding, liquidation preference $39,552       11,206
   Common stock, $.001 par value, 50,000,000 shares authorized,
     43,531,840 issued and outstanding                                               43,532
   Paid in capital                                                                4,287,207
   Treasury stock at cost                                                          (171,422)
   Retained earnings                                                              4,965,309
                                                                                ------------
      Total stockholders' equity                                                  9,135,832
                                                                                ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $10,561,638
                                                                                ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                                                             A-3
<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
- ----------------------------------------------------------------------------


                                                      2002          2001
                                                  ------------  ------------
<S>                                               <C>           <C>
NET REVENUES                                      $13,232,743   $13,501,966
                                                  ------------  ------------

OPERATING EXPENSES:
  Cost of services                                  3,811,394     6,150,085
  General and administrative expenses               4,754,665     3,987,040
  Sales and marketing expenses                        963,868       688,349
  Depreciation and amortization                       581,290       603,426
                                                  ------------  ------------
     Total operating expenses                      10,111,217    11,428,900
                                                  ------------  ------------

OPERATING INCOME                                    3,121,526     2,073,066
                                                  ------------  ------------

OTHER (INCOME) AND EXPENSES
  Interest expense and other financing costs           92,341       571,248
  Interest income                                     (17,682)       (7,342)
  Other Income                                       (403,622)   (1,533,568)
                                                  ------------  ------------

  Total other expense                                (328,963)     (969,662)
                                                  ------------  ------------

INCOME BEFORE INCOME TAXES                          3,450,489     3,042,728

INCOME TAX  PROVISION (BENEFIT)                      (245,974)    1,230,447
                                                  ------------  ------------

NET INCOME                                        $ 3,696,463   $ 1,812,281
                                                  ============  ============

NET INCOME PER SHARE:
  Basic                                           $      0.08   $      0.04
                                                  ============  ============

  Diluted                                         $      0.08   $      0.04
                                                  ============  ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                            43,745,045    40,623,126
                                                  ============  ============

  Diluted                                          43,745,045    40,623,126
                                                  ============  ============
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                                                             A-4
<PAGE>
<TABLE>
<CAPTION>
YP.NET,  INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
- ----------------------------------------------------------------------------------------------------------------------------

                                             COMMON STOCK       PREFERRED A             TREASURY     PAID-IN      RETAINED
                                           SHARES      AMOUNT     SHARES      AMOUNT     STOCK       CAPITAL      EARNINGS
                                         -----------  --------  -----------  --------  ----------  ------------  -----------
<S>                                      <C>          <C>       <C>          <C>       <C>         <C>           <C>
BALANCE OCTOBER 1, 2000                  40,560,464   $40,561    1,500,000   $ 1,500   $ (69,822)  $ 5,769,113   $ (542,941)

  Common stock issued for
    consulting services                     850,000       850                                          147,950

  Common stock received and retired
    under legal settlements              (1,596,784)   (1,597)                                      (1,723,433)

  Common stock issued for extension
    on debt                               4,000,000     4,000                                          356,000

  Cancellation of preferred stock                               (1,500,000)   (1,500)

  Purchase of treasury stock                                                            (101,600)

  Value of commom stock warrants issued                                                                  7,176

  Net income                                                                                                      1,812,281
                                         -----------  --------  -----------  --------  ----------  ------------  -----------
BALANCE
    SEPTEMBER 30, 2001                   43,813,680   $43,814            -   $     -   $(171,422)  $ 4,556,806   $1,269,340
                                         ===========  ========  ===========  ========  ==========  ============  ===========


                                                                             A-5
<PAGE>
                                            TOTAL
                                         ------------
<S>                                      <C>
BALANCE OCTOBER 1, 2000                  $ 5,198,411

  Common stock issued for
    consulting services                      148,800

  Common stock received and retired
    under legal settlements               (1,725,030)

  Common stock issued for extension
    on debt                                  360,000

  Cancellation of preferred stock             (1,500)

  Purchase of treasury stock                (101,600)

  Value of commom stock warrants issued        7,176

  Net income                               1,812,281

BALANCE
    SEPTEMBER 30, 2001                   $ 5,698,538
                                         ============
</TABLE>

                                    (CONTINUED)


    The accompanying notes are an integral part of these consolidated financial
                                   statements


                                                                             A-6
<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001     (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------------

                                           COMMON STOCK     PREFERRED E          TREASURY     PAID-IN     RETAINED
                                         SHARES      AMOUNT   SHARES   AMOUNT     STOCK       CAPITAL     EARNINGS       TOTAL
                                       -----------  --------  -------  -------  ----------  -----------  -----------  -----------
<S>                                    <C>          <C>       <C>      <C>      <C>         <C>          <C>          <C>
BALANCE OCTOBER 1, 2001                43,813,680   $43,814         -  $     -  $(171,422)  $4,556,806   $1,269,340   $5,698,538

   Common stock issued for
     services                             100,000       100                                      8,900                     9,000

   Common stock received and retired
     under legal settlements             (250,000)     (250)                                  (267,425)                 (267,675)

   Series E preferred stock issued
     in exchange for common shares       (131,840)     (132)  131,840   11,206                 (11,074)                        -

   Series E preferred stock dividends                                                                          (494)        (494)

   Net income                                                                                             3,696,463    3,696,463
                                       -----------  --------  -------  -------  ----------  -----------  -----------  -----------
BALANCE
    SEPTEMBER 30, 2002                 43,531,840   $43,532   131,840  $11,206  $(171,422)  $4,287,207   $4,965,309   $9,135,832
                                       ===========  ========  =======  =======  ==========  ===========  ===========  ===========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements


                                                                             A-7
<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
YEARS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
- ------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:                               2002          2001
                                                                ------------  ------------
<S>                                                             <C>           <C>
  Net income                                                    $ 3,696,463   $ 1,812,281
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Depreciation and amortization                                     581,290       603,426
  Issuance of common stock as compensation for services               9,000       148,800
  Penalties related to acquisition debt paid
      by issuance of debt, warrants and stock                             -       917,967
  Non-cash income recognized on return of common stock related
      to legal settlements                                         (267,675)   (1,725,030)
  Deferred income taxes                                             490,101       268,556
  Provision for uncollectible accounts                            1,375,226      (760,859)
  Changes in assets and liabilities:
    Accounts receivable                                          (2,580,410)    1,617,467
    Customer acquisition costs                                   (1,224,983)       37,654
    Prepaid and other current assets                                (44,042)       79,060
    Deposits and other assets                                      (127,438)      (11,500)
    Accounts payable                                               (119,511)      161,089
    Accrued liabilities                                             106,069      (230,644)
    Income taxes payable                                           (736,075)      961,891
                                                                ------------  ------------
          Net cash  provided by operating activities              1,158,015     3,880,158
                                                                ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances made to affiliate                                       (116,757)     (137,152)
  Expenditures for intellectual property                            (49,688)            -
  Purchases of  equipment                                           (77,632)      (28,520)
                                                                ------------  ------------
          Net cash used for investing activities                   (244,077)     (165,672)
                                                                ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal repayments on borrowings from line of credit                  -    (1,577,547)
  Principal repayments on notes payable                            (830,677)   (1,621,905)
  Purchase of treasury stock                                              -       (50,800)
                                                                ------------  ------------
          Net cash used for financing activities                   (830,677)   (3,250,252)
                                                                ------------  ------------

INCREASE IN CASH AND CASH EQUIVALENTS                                83,261       464,234

CASH AND CASH EQUIVALENTS, beginning of year                        683,847       219,613
                                                                ------------  ------------

CASH AND CASH EQUIVALENTS, end of year                          $   767,108   $   683,847
                                                                ============  ============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                                                             A-8
<PAGE>
YP.NET, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS, (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
- -----------------------------------------------

SUPPLEMENTAL CASH FLOW INFORMATION:

                                                       2002      2001
                                                      -------  --------

       Interest Paid                                  $99,541  $421,013
                                                      =======  ========

       Income taxes paid                              $   -0-  $    -0-
                                                      =======  ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

                                                        2002     2001
                                                      -------  --------

Common stock issued for services                      $ 9,000  $148,800
                                                      =======  ========

Note payable issued in payment of debt extension fee  $   -0-  $550,791
                                                      =======  ========

Value of common stock issued as payment of debt
     extension fee                                    $   -0-  $360,000
                                                      =======  ========

Common stock exchanged for Series E Convertible
Preferred Stock                                       $11,206  $    -0-
                                                      =======  ========

Liability incurred for purchase of treasury stock     $   -0-  $ 50,800
                                                      =======  ========


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      A-9
<PAGE>
YP.NET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
- --------------------------------------------------------------------------------

1.   ORGANIZATION AND BASIS OF PRESENTATION

     YP.Net, Inc. (the "Company"), formally RIGL Corporation, had previously
     attempted to develop software solutions for medical practice billing and
     administration. The Company had made acquisitions of companies performing
     medical practice billing services as test sites for its software and as
     business opportunities. The Company was not successful in implementing its
     medical practice billing and administration software products and looked to
     other business opportunities. The Company acquired Telco Billing Inc.
     ("Telco") in June 1999, through the issuance of 17,000,000 shares of the
     Company's common stock. Prior to its acquisition of Telco, RIGL had not
     generated significant or sufficient revenue from planned operations.

     Telco was formed in April 1998, to provide advertising and directory
     listings for businesses on its Internet web site in a "Yellow Page" format.
                                                            -----------
     Telco provides those services to its subscribers for a monthly fee. These
     services are provided primarily to businesses throughout the United States.
     Telco became a wholly owned subsidiary of YP.Net, Inc. after the June 16,
     1999 acquisition.

     At the time that the transaction was agreed to, the Company had 12,567,770
     common shares issued and outstanding. As a result of the merger transaction
     with Telco, there were 29,567,770 common shares outstanding, and the former
     Telco stockholders held approximately 57% of the Company's voting stock.
     For financial accounting purposes, the acquisition was a reverse
     acquisition of the Company by Telco, under the purchase method of
     accounting, and was treated as a recapitalization with Telco as the
     acquirer. Consistent with reverse acquisition accounting: (i) all of
     Telco's assets, liabilities, and accumulated deficit were reflected at
     their combined historical cost (as the accounting acquirer) and (ii) the
     preexisting outstanding shares of the Company (the accounting acquiree)
     were reflected at their net asset value as if issued on June 16, 1999.

     The accompanying financial statements represent the consolidated financial
     position and results of operations of the Company and include the accounts
     and results of operations of the Company and Telco, its wholly owned
     subsidiary, for the years ended September 30, 2002 and September 30, 2001.
     Certain reclassifications have been made to the September 30, 2001 balances
     to conform to the 2002 presentation.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash and Cash Equivalents: This includes all short-term highly 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. At September 30, 2002, cash deposits
     exceeded those insured limits by $563,000.

     Principles of Consolidation: The consolidated financial statements include
     ---------------------------
     the accounts of the Company and its wholly owned subsidiary, Telco Billing,
     Inc. All significant intercompany accounts and transactions are eliminated.

     Customer Acquisition Costs: These costs represent the direct response
     --------------------------
     marketing costs that are incurred as the primary method by which customers
     subscribe to the Company's services. The Company purchases mailing lists
     and sends advertising materials to prospective subscribers from those
     lists. Customers subscribe to the services by positively responding to
     those advertising materials which serve as the contract for the
     subscription. The Company capitalizes and amortizes the costs of
     direct-response advertising on a straight-line basis over eighteen months,
     the estimated average period of retention for new customers. The Company
     capitalized costs of $1,941,000 and $575,000 during the years ended
     September 30, 2002 and 2001 respectively. The Company amortized $719,000
     and $613,000, respectively, of these capitalized costs during the years
     ended September 30, 2002 and 2001.

     The Company also incurs advertising costs that are not considered
     direct-response advertising. These other advertising costs are expensed
     when incurred. These advertising expenses were $245,000 and $75,000 for the
     years ended September 30, 2002 and 2001 respectively.


                                      A-10
<PAGE>
     Property and Equipment: Property and equipment is stated at cost less
     -----------------------
     accumulated depreciation. Depreciation is recorded on a straight-line basis
     over the estimated useful lives of the assets ranging from 3 to 5 years.
     Depreciation expense was $178,058 and $156,343 for the years ended
     September 30, 2002 and 2001 respectively.


     Revenue Recognition: The Company's revenue is generated by customer
     -------------------
     subscriptions of directory and advertising services. Revenue is billed and
     recognized monthly for services subscribed in that specific month. The
     Company utilizes outside billing companies to transmit billing data, much
     of which is forwarded to Local Exchange Carriers ("LEC's") that provide
     local telephone service. Monthly subscription billings are generally
     included on the telephone bills of the customers. Due to billings submitted
     by the Company being subject to adjustment by the billing companies and the
     LEC's, the Company recognizes revenue based on net billings accepted by the
     LEC's. Due to the periods of time for which adjustments may be reported by
     the LEC's and the billing companies, the Company estimates and accrues for
     dilution and fees reported subsequent to year-end for initial billings
     related to services provided for periods within the fiscal year. Revenues
     generated under billings through the LEC's were approximately $12,311,000
     and $13,005,000 for the fiscal years ended September 30, 2002 and September
     30, 2001 respectively.

     Revenue for billings to certain customers whom are billed directly by the
     Company and not through the LEC's, is recognized based on estimated future
     collections. Collections under this billing process have historically been
     poor. Monthly direct bill subscription fee revenue is recognized as earned
     within the month for which the service is provided. However, these monthly
     billings are adjusted to take into consideration the poor collection
     experience. The Company continuously reviews this estimate for
     reasonableness based on its collection experience. Revenues generated under
     direct billings were $651,000 and $529,000 for the years ended September
     30, 2002 and 2001 respectively.



     Income Taxes: The Company provides 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.

     Financial Instruments: Financial instruments consist primarily of cash,
     ---------------------
     accounts receivable, and obligations under accounts payable, accrued
     expenses and notes payable. The carrying amounts of cash, accounts
     receivable, accounts payable, accrued expenses and notes payable
     approximate fair value because of the short maturity of those instruments.
     The Company has applied certain assumptions in estimating these fair
     values. The use of different assumptions or methodologies may have a
     material effect on the estimates of fair values.

     Net Income Per Share: Net income per share is calculated using the weighted
     --------------------
     average number of shares of common stock outstanding during the year. The
     Company has adopted the provisions of SFAS 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 that affect the reported amounts of assets and
     liabilities and disclosure of contingent 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.

     Significant estimates made in connection with the accompanying financial
     statements include the estimate of dilution and fees associated with LEC
     billings and the estimated reserve for doubtful accounts receivable.

     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, the Company has elected to continue accounting for stock based
     compensation using the intrinsic value method prescribed by Accounting
     Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees." The proforma effect of the fair value method is discussed in
     Note 15.

     Impairment of Long-lived Assets: The Company assesses long-lived assets for
     -------------------------------
     impairment in accordance with the provisions of SFAS 121,Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
     Of.SFAS 121 requires that the Company assess the value of a long-lived
     asset whenever there is an indication that its carrying amount may not be
     recoverable. Recoverability of the asset is determined by comparing the
     forecasted undiscounted cash flows generated by said asset to its carrying
     value. The amount of impairment loss, if any, is measured as the difference
     between the net book value of the asset and its estimated fair value.

     Recently Issued Accounting Pronouncements: In June 2001, the Financial
     -----------------------------------------
     Accounting Standards Board (the FASB) issued Statement of Financial
     Accounting Standards No. 142, Goodwill and Other Intangible Assets. The
     Company will be required to adopt SFAS No. 142 at the beginning of its 2003
     fiscal year. The Company is currently reviewing the impact of adoption of
     SFAS 142, but does not believe the adoption of such will have a material
     effect on the financial position and results of operations of the Company.


                                      A-11
<PAGE>
     In June 2001, the FASB issued Statement of Financial Accounting Standards
     No. 143, Accounting for Asset Retirement Obligations. The Company is
     currently reviewing the impact of adoption of SFAS 143, but does not
     believe the adoption of such will have a material effect on the financial
     position and results of operations of the Company.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or Disposal of Long-Lived Assets. The Company will be required to adopt
     SFAS No. 144 at the beginning of its 2003 fiscal year. SFAS No. 144
     supersedes SFAS 121, but carries over most of its general guidance. The
     Company is currently reviewing the impact of adoption of SFAS 144, but does
     not believe the adoption of such will have a material effect on the
     financial position and results of operations of the Company. However, the
     provisions of SFAS will be applied to long-lived assets such as the URL.

3.   ACCOUNTS RECEIVABLE


     The Company provides billing information to third party billing companies
     for the majority of its monthly billings. Billings submitted are sorted and
     analyzed for accuracy and completeness ("filtered") by these billing
     companies and the LEC's. Net accepted billings are recognized as revenue
     and accounts receivable. The billing companies remit payments to the
     Company on the basis of cash ultimately received from the LEC's by those
     billing companies. The billing companies and LEC's charge fees for their
     services which are netted against the gross accounts receivable balance.
     The billing companies also apply holdbacks to the remittances for
     potentially uncollectible accounts. These dilution amounts will vary due to
     numerous factors and the Company may not be certain as to the actual
     amounts of dilution on any specific billing submittal until several months
     after that submittal. The Company estimates the amount of these charges and
     holdbacks based on historical experience and subsequent information
     received from the billing companies. The Company also estimates
     uncollectible account balances and provides an allowance for such
     estimates. The billing companies retain certain holdbacks that may not be
     collected by the Company for a period extending beyond one year. These
     balances have been classified as long-term assets in the accompanying
     balance sheet.


     The Company experiences significant dilution of its gross billings by the
     billing companies. The Company negotiates collections with the billing
     companies on the basis of the contracted terms and historical experience.
     The Company's cash flow may be affected by holdbacks, fees, and other
     matters which are determined by the LEC's and the billing companies.

     The Company entered into a customer billing service agreement with
     Integretel, Inc. Integretel provides the majority of the Company's
     billings, collections, and related services. The net receivable due from
     Integretel at September 30, 2002 was $3,955,218, including an allowance for
     doubtful accounts of $1,695,093.

     At September 30, 2002, the Company still had certain amounts due from
     Enhanced Services Billing, Inc. (ESBI). In prior years, ESBI provided
     billing and collection services very similar to Integretel, discussed
     above, but was gradually phased out during the year. The receivable due
     from ESBI at September 30, 2002 of $154,037 has been fully reserved as
     collectibility of the remaining amount is doubtful.

     Subscription receivables that are directly billed by the Company are valued
     and reported at the estimated future collection amount. Determining the
     expected collections requires an estimation of both uncollectible accounts
     and returns and allowances. The net subscriptions receivable at September
     30, 2002 was $108,659.


     Gross accounts receivable and the aggregate related allowance was
     $5,944,422 and $1,869,129 at September 30, 2002. The following allowances
     on accounts receivable existed at September 30, 2002:

Allowance for doubtful accounts               $ 1,034,899
Allowance for billing company holdbacks           545,608
Allowance for LEC holdbacks                       288,622
Total                                         $ 1,869,129
                                              ===========

     The Company expensed billing fees to the LEC's and third party billing
     companies of $1,718,573 and $5,544,906 for the years ended September 30,
     2002 and 2001 respectively.



                                      A-12
<PAGE>
4.   INTELLECTUAL PROPERTY

     In connection with the Company's acquisition of Telco, the Company was
     required to provide accelerated payment of license fees for the use of the
     Internet domain name or Universal Resource Locator (URL) Yellow-page. net.
                                                              ----------------
     Telco had previously entered into a 20-year license agreement for the use
     of the URL with one of its two 50% stockholders. The original license
     agreement required annual payments of $400,000. However, the agreement
     stated that upon a change in control of Telco, a $5,000,000 accelerated
     payment is required to maintain the rights under the licensing agreement.
     The URL holder agreed to discount the accelerated payments from $8,000,000
     to $5,000,000 at the time of the acquisition. The Company agreed to make
     that payment upon effecting the acquisition of Telco.

     The Company made a $3,000,000 cash payment and issued a note payable for
     $2,000,000 to acquire the licensing rights of the URL. The Company also
     issued 2,000,000 shares of its common stock to be held as collateral on the
     note. The note payable was originally due on July 15, 1999. The Company
     failed to make the $2,000,000 payment when due. The repayment terms were
     renegotiated to extend the due date to January 15, 2000. The Company was
     required to pay an extension fee of $200,000 at that time. The Company
     again renegotiated the repayment terms on April 26, 2000, to a demand note,
     with monthly installments of $100,000, subject to all operating
     requirements, which, management believes, have subsequently been met by the
     Company.

     In the year ended September 30, 2001, the former URL holder claimed that it
     was due additional amounts for the prior loan extensions. The Company
     reached a settlement with the former URL holder that required the Company
     to issue to the former URL holder, 4,000,000 shares of the Company's common
     stock, warrants to purchase 500,000 shares of the Company's common stock
     and a note payable for $550,000. The Company recorded an expense of
     approximately $917,000 related to the settlement representing the principal
     amount of the note payable, $360,000 as the fair value of the 4,000,000
     common shares and $7,176 as the fair value of the warrants. The value of
     the common stock was determined on the basis of the quoted trading price of
     the shares on the date of the agreement. The fair value of the warrants was
     determined on the using the Black-Scholes option pricing model.

     The URL is recorded at its cost net of accumulated amortization. Management
     believes that the Company's business is dependent on its ability to utilize
     this URL given the recognition of the Yellow page term. Also, its current
                                           -----------
     customer base relies on the recognition of this term and URL as a basis for
     maintaining the subscriptions to the Company's service. Management believes
     that the current revenue and cash flow generated through use of
     Yellow-page.net supports the carrying of the asset. The Company
     ---------------
     periodically analyzes the carrying value of this asset to determine if
     impairment has occurred. No such impairments were identified during the
     year ended September 30, 2002. The URL is amortized on an accelerated basis
     over the twenty-year term of the licensing agreement. Amortization expense
     on the URL was $403,232 and $471,667 for the years ended September 30, 2002
     and 2001 respectively.

5.   PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at September 30, 2002:


           Leasehold improvements           $ 332,492
           Furnishings and fixtures           108,629
           Office and computer equipment      256,588
                                            ----------
             Total                            697,709
             Less accumulated depreciation   (423,250)
                                            ----------

               Property and equipment, net  $ 274,459
                                            ==========

     The Company has provided certain office equipment and leasehold
     improvements to an affiliated entity at no cost to that affiliated entity.
     This arrangement was made as part of the Company's original default
     settlement with the prior owners of the URL discussed in Note 4. The
     Company retains title and control of these assets; however, they are not
     being used by the Company. The net book value of the office equipment and
     leasehold improvements being utilized by the affiliated entity was
     approximately $60,000 at September 30, 2002.

6.   NOTES PAYABLE AND LINE OF CREDIT

     Notes payable at September 30, 2002 are comprised of the following:

          Note payable to stockholders, original balance of
          2,000,000, interest at 10% per annum.  Repayment
          terms require monthly installments of $100,000 plus
          interest.  Due January 11, 2002.  Collateralized by
          2,000,000 shares of the Company's common stock.
          Note was paid off subsequent to September 30, 2002.      $205,362

          Note payable to former Telco stockholders, original
          balance of $550,000, interest at 10.5% per annum.
          Repayment terms require monthly installments of
          principal and interest of $19,045 beginning December
          15, 2002.  Stated maturity September 25, 2004.
          Collateralized by all assets of the Company.              115,866

          Trade acceptance draft, interest at 12.25% per annum,
          due November 4, 2002.  Collateralized by certain trade
          accounts receivable.                                      147,000
                                                                    468,228
                                                                   --------

                   Less current portion                             352,362

             Totals                                                $115,866
                                                                   --------

     Subsequent to year-end, the Company settled the outstanding amount due on
     the note payable to stockholder resulting in an immaterial gain on
     extinguishment.

     The note payable to the former Telco stockholders totaled $550,000 at the
     beginning of the fiscal year. In accordance with instructions that the
     Company received from said stockholders, the Company has made payments to
     third parties on behalf of the stockholders and applied those payments as
     reductions to the note payable. Said stockholders are not a part of
     management or on the Board of Directors of the Company. Payments on the
     note were accelerated at the option of the Company. Although the note calls
     for monthly payments of $19,045, the Company would not be required to make
     another payment until February 2004 under the original repayment provisions
     of the note. The full remaining balance of $115,866 is due in the year
     ended September 30, 2004.


                                      A-13
<PAGE>
     The trade acceptance draft is effected similarly to factoring accounts
     receivable. The Company enters into separate financing agreements with the
     lender for specific accounts receivable.

7.   PROVISION FOR INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
     between the carrying amounts of assets and liabilities for financial
     reporting purposes and the amounts used for income tax purposes.

     During the year ended September 30, 2002, the Company structured certain
     transactions related to its merger with Telco that allowed the Company to
     utilize net operating losses that were previously believed to be
     unavailable or limited under the change of control rules of Internal
     Revenue Code 382. The deferred income tax asset of $1,471,000 related to
     these net operating losses recorded at September 30, 2001, was fully offset
     by a valuation allowance. That valuation allowance was eliminated and
     recognized as a benefit in the year ended September 30, 2002. Due to these
     changes, the Company recognized an income tax benefit of $1,614,716 for the
     year ended September 30, 2002. At September 30, 2002 the Company has
     utilized all of its federal and state net operating losses.

     Income taxes for years ended September 30, is summarized as follows:

                                      2002         2001
                                   ----------  ----------

     Current Provision             $ 486,243   $  961,891
     Deferred (Benefit) Provision   (732,217)     268,556
                                   ----------  ----------

     Net income tax provision      $(245,974)  $1,230,447
                                   ==========  ==========

     A reconciliation of the differences between the effective and statutory
     income tax rates for years ended September 30, is as follows:


                                      A-14
<PAGE>
                                        2002                 2001
                                        ----                 ----
Federal statutory rates             $ 1,173,166     34%  $1,034,527   34%
State income taxes                      241,534      7%     197,777    6%
Utilization of valuation allowance   (1,471,141)  (43)%           -    -
Change in estimate of NOL due to
  structuring changes                  (143,575)   (4)%           -    -
Other                                   (45,958)   (1)%      (1,857)   -
                                    -------------------------------------
Effective rate                      $  (245,974)   (7)%  $1,230,447   40%
                                    =====================================

     At September 30, 2002, deferred income tax assets totaling $593,984 were
     comprised of $494,252 and $99,733 related to differences in book and tax
     bases of accounts receivable and intangible assets respectively. During the
     year ended September 30, 2002 the valuation allowance was reduced by
     $1,471,000. There was no change in the valuation allowance in the year
     ended September 30, 2001.

     At September 30, 2002 deferred tax liabilities of $687,127 were comprised
     of $581,473 and $105,654 related to differences in book and tax bases of
     customer acquisition costs and property and equipment respectively.


8.   LEASES

     The Company leases its office space and certain equipment under long-term
     operating leases expiring through fiscal year 2005. Rent expense under
     these leases was $145,052 and $175,464 for the years ended September 30,
     2002 and 2001, respectively.

     Future minimum annual lease payments under operating lease agreements for
     years ended September 30 are as follows:

             2003                            $138,015
             2004                              42,417
             2005                              28,278
                                             --------

             Total                           $208,710
                                             ========

9.   STOCKHOLDERS' EQUITY

     Common Stock Issued for Services
     --------------------------------

     The Company has historically granted shares of its common stock to
     officers, directors and consultants as payment for services rendered. The
     value of those shares was determined based on the trading value of the
     stock at the dates on which the agreements were made for the services.
     During the year ended September 30, 2002, the Company issued 100,000 shares
     of common stock to officers and directors valued at $9,000.

     During the year ended September 30, 2001, the Company issued 850,000 shares
     of common stock to officers, directors and consultants valued at $148,800

     Common Shares Received and Retired Under Legal Settlements
     ----------------------------------------------------------


     The Company made claims against numerous parties for return of common
     shares issued in the fiscal year ended September 30, 1999 to consultants by
     former management. Some of these claims resulted in litigation. During the
     years ended September 30, 2002 and 2001, the Company settled with seven of
     those parties resulting in 250,000 and 1,596,784 shares in 2002 and 2001,
     respectively, of the Company's common stock being returned and retired.
     These transactions have been recognized as other income of $267,675 and
     $1,725,030 in the accompanying statements of operations for the years ended
     September 30, 2002 and 2001, respectively. The rescission and return of the
     common stock was recorded at the value of the original transactions that
     were rescinded, that is, the recorded expense for the original issuance of
     the shares was, in effect, reversed in the years ended September 30, 2002
     and 2001.


     Common Stock Issued for Debt Extension
     --------------------------------------


                                      A-15
<PAGE>
     The former holder of the Yellow-page.net.  URL made a claim against the
                              ---------------
     Company in the year ended September 30, 2001. The former URL holder claimed
     that it was owed $1,000,000 that represented a loan extension fee for an
     extension given in 1999. The Company disputed the claim but ultimately
     settled with the former URL holder. The settlement agreement required the
     Company to pay the former URL holder $550,000, 4,000,000 shares of the
     Company's common stock and warrants for and additional 500,000 shares of
     the Company's common stock. The Company recorded an expense of
     approximately $917,000 related to the settlement representing the principal
     amount of the note payable, $360,000 as the fair value of the 4,000,000
     common shares and $7,176 as the fair value of the warrants. The value of
     the common stock was determined on the basis of the quoted trading price of
     the shares on the date of the agreement. The fair value of the warrants was
     determined on the using the Black-Scholes option pricing model.

     Series E Convertible Preferred Stock
     ------------------------------------

     During the year ended September 30, 2002, the Company created a new series
     of capital stock, the Series E Convertible Preferred Stock. The Company
     authorized 200,000, $0.001 par value shares. The shares carry a $0.30 per
     share liquidation preference and accrue dividends at the rate of 5% per
     annum on the liquidation preference per share, payable quarterly from
     legally available funds. If such funds are not available, dividends shall
     continue to accumulate until they can be paid from legally available funds.
     Holders of the preferred shares shall be entitled, after two years from
     issuance, to convert them into common shares on a one-to-one basis together
     with payment of $0.45 per converted share.

     During the year ended September 30, 2002, pursuant to an existing tender
     offer, holders of 131,840 shares of the Company's common stock exchanged
     said shares for an equal number of the Series E Convertible Preferred
     shares, at the then $0.085 market value of the common stock. As of
     September 30, 2002, the liquidation preference value of the outstanding
     Series E Convertible Preferred Stock was $39,552, and dividends totaling
     $494 had been accrued and paid associated with said shares.


     Treasury Stock
     --------------

     During the year ended September 30, 2001, the Company acquired 254,000
     shares of its common stock from a single stockholder for $101,600. At
     September 30, 2002, there were 3,858,500 shares of stock held in treasury.

     Other
     -----

     The Company granted 1,700,000 shares of Series B preferred stock to certain
     employees during the year ended September 30, 1999. The Series B preferred
     stock has no stated dividend. The Series B preferred shares were
     convertible to common stock at the option of the holder. The shares were
     convertible at varying rates depending upon the trading price of the common
     stock at the time of conversion. The initial conversion rate was one share
     of common for each share of preferred. Conversion may not occur until
     certain "trigger events" occur and all rights with respect to the preferred
     shares terminate on November 30, 2004. "Trigger events" are defined as
     trading prices of the Company's common stock reaching or exceeding $5
     through $10 per share and net income reaching or exceeding $5,000,000. No
     value was assigned to the preferred shares in the accompanying balance
     sheet nor was any compensation expense recognized for the year ended
     September 30, 2001, because the preferred shares were not exercisable at
     the time of issuances because of the failure of the Company to meet the
     "trigger events". Subsequently, management has cancelled the Series B
     preferred stock and rescinded those issuances and all shares of the Series
     B preferred stock were returned as of September 30, 2001.


10.  COMMITMENTS AND CONTINGENCIES

     Telco Billing
     -------------

     The acquisition of Telco by the Company called for the issuance of
     17,000,000 new shares of stock in exchange of the existing shares of Telco.
     As part of that agreement, the Company gave the former shareholders the
     right to "Put" back to the Company certain shares of stock at a minimum
     stock price of 80% of the current trading price with a minimum strike price
     of $1.00. The net effect of which was that each of the former Telco
     shareholders could require the Company to repurchase shares of stock of the
     Company at a minimum cost of $10,000,000. The agreement required the
     Company to attain certain market share levels.


                                      A-16
<PAGE>

     The "Puts" were renegotiated and retired. As part of the renegotiated
     settlement, the Company provided a credit facility of up to $10,000,000 to
     each of the former Telco shareholders (Mathew & Markson and Morris &
     Miller), collateralized by the stock held by these shareholders, with
     interest at least 0.25 points higher than the Company's average cost of
     borrowing. Additional covenants warrant that no more that $1,000,000 can be
     advanced at any point in time and no advances can be made in excess with
     out allowing at least 30 days operating cash reserves or if the Company is
     in an uncured default with any of its lenders. The advance agreement has no
     stipulated expiration date. At September 30, 2002, the Company had advanced
     $233,073 underthis agreement. The interest rate on these advances was 8% at
     September 30,2002. Based on the requirement for 30 days cash reserve, the
     Company estimates that the maximum balance that could be drawn under this
     agreement at September 30, 2002 is approximately $525,000. At September 30,
     2002 ,$233,073 was drawn on the advance agreement.



     Billing Service Agreements
     --------------------------

     The Company has entered into a customer billing service agreement with
     Integretel, Inc. (IGT). IGT provides billing and collection and related
     services associated to the telecommunications industry. The agreement term
     is for two years, automatically renewable in two-year increments unless
     appropriate notice to terminate is given by either party. The agreement
     will automatically renew on September 1, 2003, unless either party gives
     notice of termination 90 days prior to that renewal date. Under the
     agreement, IGT bills, collects and remits the proceeds to Telco net of
     reserves for bad debts, billing adjustments, telephone company fees and IGT
     fees. If either the Company's transaction volume decreases by 25% from the
     preceding month, less than 75% of the traffic is billable to major
     telephone companies, IGT may at its own discretion increase the reserves
     and holdbacks under this agreement. IGT handles all billing information and
     collection of receivables. The Company's cash receipts on trade accounts
     receivable are dependent upon estimates pertaining to holdbacks and other
     factors as determined by IGT. IGT may at its own discretion increase the
     reserves and holdbacks under this agreement.

     The Company has also entered into an agreement with ACI Billing Services,
     Inc. ACI provides billing and collection and related services associated to
     the telecommunications industry.

     These agreements with the billing companies provide significant control to
     the billing companies over cash receipts and ultimate remittances to the
     Company. The Company estimates the net realizable value of its accounts
     receivable on historical experience and information provided by the billing
     companies reflecting holdbacks and reserves taken by the billing companies
     and LEC's.

     United States Federal Trade Commission (FTC)
     --------------------------------------------

     The Company was a subject of an FTC investigation pertaining to claims made
     of deceptive marketing practices. The Company has reached an agreement with
     the FTC requiring the Company to make certain changes to mailing and
     promotional materials and notify certain customers that a refund of past
     paid service fees is available. The settlement requires the Company to
     notify approximately 11,000 customers. Each of those customers may receive
     a refund of up to $12.50. At September 30, 2001, the Company accrued
     $45,413 which was paid in the year ended September 30, 2002. Management
     does not believe that there will be any additional material refunds. The
     Company may also be required to pay certain expenses incurred in the FTC
     investigation. The Company intends to contest payment of these expenses but
     believes that if such is a requirement of any final settlement with the
     FTC, the amount could range from $50,000 to $70,000.

11.  NET INCOME PER SHARE

     Net loss per share is calculated using the weighted average number of
     shares of common stock outstanding during the year. Preferred stock
     dividends are subtracted from the net income to determine the amount
     available to common shareholders. There were $494 and $ 0 preferred stock
     dividends in the years ended September 30, 2002 and 2001, respectively.
     Warrants to purchase 500,000 shares of common stock were excluded from the
     calculation for the year ended September 30, 2002. The exercise price of
     those warrants was greater than the trading value of the common stock and
     therefore inclusion of such would be anti-dilutive. Also excluded from the
     calculation were 131,840 shares of Series E Convertible Preferred Stock
     issued during the year ended September 30, 2002, which are considered
     anti-dilutive due to the cash payment required by the holders of the
     securities at the time of conversion.


                                      A-17
<PAGE>
     The following presents the computation of basic and diluted loss per share
     from continuing operations:

<TABLE>
<CAPTION>
                                               2002                            2001
                                            ----------                      ----------
                                                         Per
                                 Income       Shares    Share     Income      Shares    Per share
                               -----------  ----------  ------  ----------  ----------  ----------
<S>                            <C>          <C>         <C>     <C>         <C>         <C>
Net  Income                    $3,696,463                       $1,812,281
Preferred stock dividends            (494)                               -
                               -----------                      ----------

Income available to common
 Stockholders                  $3,695,969                       $1,812,281
                               ===========                      ==========
BASIC EARNINGS PER SHARE:

Income available to common
stockholders                   $3,695,969   43,745,045  $ 0.08  $1,812,281  40,623,126  $     0.04
                               ===========              ======  ==========              ==========

Effect of dilutive securities      N/A         N/A                 N/A        N/A

DILUTED EARNINGS PER SHARE     $3,695,969   43,745,045  $ 0.08  $1,812,281  40,623,126  $     0.04
                               ===========              ======  ==========              ==========
</TABLE>

12.  RELATED PARTY TRANSACTIONS

     During the years ended September 30, 2002 and 2001, the Company entered
     into the related party transactions with Board members, officers and
     affiliated entities as described below:

     Directors & Officers
     --------------------

     Board of Director fees for the years ended September 30, 2002 and 2001 were
     $101,120 and $45,000 respectively. The Company also paid entities owned or
     controlled by certain board members $147,625 and $147,000 in 2002 and 2001,
     respectively, for consulting services other than routine Board duties. At
     September 30, 2002, $40,000 of the 2002 amount was accrued but unpaid. The
     Company also granted 100,000 shares of common stock to certain directors as
     part of their Board of Director fees for the year ended September 30, 2002.

     During the year ended September 30, 2002, the Company made loans to its
     Chief Executive Officer and its Chief Financial Officer. The Board of
     Directors approved the loans as part of the officers' respective
     compensation packages. The loans carried an 8% interest rate and were
     collateralized by shares of Company common stock owned by the officers'
     valued at the greater of $1.00 per share or the current market price of the
     shares. The loans to the CEO and CFO totaled approximately $200,000 and
     $17,000 respectively. At September 30, 2002, the loan to the CEO was repaid
     and a bonus of a similar amount was paid. In May 2002, the CFO resigned.
     The Company believes the value of the collateral may not be sufficient to
     cover the outstanding loan balance. Thus, the Company has fully reserved
     the balance due on the loan.

     At September 30, 2002, the Company had advanced $15,000 to its CEO related
     to his fiscal 2003 compensation and recorded a corresponding receivable.
     This amount will be amortized to compensation expense during the 2003
     fiscal year. During the year ended September 30, 2001, the Company paid an
     entity controlled by its CEO approximately $158,000 for consulting
     services. During the years ended September 30, 2002 and 2001, the Company
     paid approximately $70,000 and $67,000, respectively, to an entity owned by
     its former CFO for other professional services. During the year ended
     September 30, 2002, the Company paid approximately $27,000 to an entity
     owned by its former COO for certain consulting services he provided to the
     Company subsequent to his June 2002 termination of employment.

     Simple.Net, Inc. ("SN")
     -----------------------

     The Company has contracted with Simple.Net, Inc. ("SN"), an internet
     service provider owned by a director of the Company, to provide internet
     dial-up and other services to its customers. SN has sold said services to
     the Company at below market rate prices from time to time. During the years
     ended September 30, 2002 and 2001, the Company paid SN approximately
     $55,000 and $68,000, respectively for said services. At September 30, 2002,
     $40,963 due SN was accrued in accounts payable.

     In addition, SN pays a monthly fee to the Company for technical support and
     customer service provided to SN's customers by the Company's employees. The
     Company charges SN for these services according to a per customer pricing
     formula:


                                      A-18
<PAGE>
     Customer Service & Management Agreement fees are calculated by number of
     customer records of SN multiplied by a base cost of $1.02.

     Technical Support fees are calculated by number of customer records of SN
     multiplied by a base cost of 60 cents.

     For the years ended September 30, 2002 and 2001, the Company recorded
     revenues of approximately $300,901 and $22,813, respectively, from SN for
     these services.

     Prior to July 2002, the Company provided accounting functions to SN for a
     $2,500 monthly fee. This arrangement was canceled in July 2002.

     The principal stockholders of the Company have provided significant
     financing to SN in the form of interest bearing loans. Said stockholders
     are not involved in the management of or represented on the boards of the
     Company or SN.

     Commercial Finance Services d/b/a/ HR Management ("CFS")
     --------------------------------------------------------

     The Company leases its employees from Commercial Finance Services, Inc.
     d/b/a HR Management (CFS). CFS provides factoring and financing services as
     well as act as a professional employer organization ("PEO") for small to
     mid-sized companies. CFS does not provide any services to the Company,
     other than those of a PEO. The majority of the Company's payroll is paid
     via CFS. This arrangement allows the Company to offer additional employee
     benefits by sharing those costs with other clients of CFS. The Company pays
     CFS a monthly fee of $2,800 for payroll and benefit administration.

     The majority owner of CFS is Central Account Services, Inc.(CAS). CAS is
     partially owned by the Company's primary legal counsel (3% ownership) and
     its former CFO (4% ownership). The remaining ownership of CAS is unrelated
     to the Company. The principal stockholders of the Company have provided
     significant financing to CFS in the form of an interest bearing loan. Said
     stockholders are not involved in the management of or represented on the
     boards of the Company or SN.

     Business Executive Services, Inc.
     --------------------------------

     The Company has contracted with Business Executive Services, Inc. ("BESI"),
     an entity affiliated through certain common management, for processing of
     direct mail solicitation, welcome letters, and other customer
     communications. BESI subleases a portion of the Company's office space.

     The Company pays a base fee of $15,750 per month plus a fee based on a per
     mail piece price of $0.015 based on the number of mail pieces prepared and
     sent. The floor amount is adjusted quarterly. During the year ended
     September 30, 2002, the Company paid $176,149 to BESI related to this
     agreement.


     A director (Greg Crane) of the Company was employed, through an employee
     leasing arrangement, by BESI and received a salary of approximately $2,000
     per month from BESI and bonuses in an undetermined amount. Mr. Crane is no
     longer employed by BESI. BESI has no ownership in the Company. The Company
     paid BESI $90,000 under this arrangement.


     Advertising Management & Consulting Services, Inc.
     --------------------------------------------------

     Advertising Management& Consulting Services Inc. ("AMCS"), is a marketing
     and advertising company experienced in designing Direct Marketing Pieces,
     insuring compliance with regulatory authorities for those pieces and
     designing new products that can be mass marketed through the mail. AMCS'
     president is a director of the Company.

     The Company outsources the design and testing of its many direct mail
     pieces to AMCS for a monthly fee of $20,000 per month. AMS is also solely
     responsible for the new products that have been added to the Company's
     website and is working on new mass-market products to offer the Company's
     customers.

     Other
     -----

     As part of the Company's original default settlement with the prior owners
     of the URL discussed in Note 4, the Company has provided certain equipment
     and improvements to an affiliated entity at no cost to that affiliated
     entity. The Company retains title and control of these assets. However, the
     assets are not being utilized by the Company. The net book value of the
     office equipment and leasehold improvements being utilized by the
     affiliated entity was approximately $60,000 at September 30, 2002. The
     Company is also providing office space to this entity for substantially
     below market rental rates. This entity is affiliated through commonality of
     certain management members.


                                      A-19
<PAGE>
     Advances to affiliates are summarized as follows at September 30, 2002:

       Sunbelt Financial    $ 197,640
                            ==========
       The Thompson Group      16,899
       Mathew & Markson       233,073
           Total              447,612
                            ----------
            Less allowance   (214,539)
       Total                $ 233,073
                            ----------

13.  CONCENTRATION OF CREDIT RISK

     The Company maintains cash balances at banks in Arizona. Accounts are
     insured by the Federal Deposit Insurance Corporation up to $100,000. At
     September 30, 2002, the Company had bank balances exceeding those insured
     limits of $580,000.

     Financial instruments that potentially subject the Company to
     concentrations of credit risk are primarily trade accounts receivable. The
     trade accounts receivable are due primarily from business customers over
     widespread geographical locations within the LEC billing areas across the
     United States. The Company historically has experienced significant
     dilution and customer credits due to billing difficulties and uncollectible
     trade accounts receivable. The Company estimates and provides an allowance
     for uncollectible accounts receivable. The handling and processing of cash
     receipts pertaining to trade accounts receivable is maintained primarily by
     a single third party billing company. The Company is dependent upon this
     billing company for collection of its accounts receivable.


14.  STOCK BASED COMPENSATION

     From time to time, the Company issues stock options to executives, key
     employees and members of the Board of Directors. The Company has adopted
     the disclosure-only provisions of Statement of Financial Accounting
     Standards No. 123, "Accounting for Stock-Based Compensation," and continues
     to account for stock based compensation using the intrinsic value method
     prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
     Stock Issued to Employees". Accordingly, no compensation cost has been
     recognized for stock options granted to employees. There were no options
     granted in the years ended September 30, 2002 and 2001 nor was there any
     additional vesting of options previously granted.

     During the year ended September 30, 2002, the Company's shareholders
     approved the 2002 Employees, Officers & Directors Stock Option Plan (the
     2002 Plan). Under the 2002 Plan, the total number of shares of common stock
     that may be granted is 3,000,000. The Plan provides that shares granted
     come from the Corporation's authorized but unissued common stock. The price
     of the options granted under this plan shall not be less than 100% of the
     fair market value, or in the case of a grant to a principal shareholder,
     not less than 110% of the fair market value of such common shares at the
     date of grant. The options expire 10 years from the date of grant. At
     September 30, 2002, no stock options had been granted under the 2002 Plan.

     Under the Employee Incentive Stock Option Plan approved by the stockholders
     in 1998, the total number of shares of common stock that may be granted is
     1,500,000. The plan provides that shares granted come from the
     Corporation's authorized but unissued common stock. The price of the
     options granted pursuant to this plan shall not be less than 100 percent of
     the fair market value of the shares on the date of grant. The options
     expire from five to ten years from date of grant. At September 30, 2002,
     the Company had granted an aggregate of 1,212,000 options under this plan,
     all of which had expired as of September 30, 2001.

     In addition to the Employee Incentive Stock Option Plan, the Company will
     occasionally grant options to consultants and members of the board of
     directors under specific stock option agreements. There were no such
     options granted in the years ended September 30, 2002 and 2001.


                                      A-20
<PAGE>
     At September 30, 2002, there were no options exercisable or outstanding. No
     options were granted in the years ended September 30, 2002 and 2001.

     The Company has issued warrants in connection with certain debt and equity
     transactions. Warrants outstanding are summarized as follows:

                                            2002                  2001
                                            ----                  ----
                                               Weighted              Weighted
                                                Average               Average
                                               Exercise              Exercise
                                                 Price                 Price
                                      -------  ---------  ---------  ---------
Warrants outstanding at beginning of
year                                  500,000  $    2.12   350,000   $    2.00
Granted                                   -0-              500,000   $    2.12
Expired                                   -0-             (350,000)  $    2.00
 Exercised                                -0-                  -0-
                                      ----------------------------------------
   Outstanding at September 30,       500,000  $    2.12   500,000   $    2.12
                                      ========================================

     The warrants granted in the year ended September 30, 2001 were issued in
     connection with the settlement with the former URL holder (NOTE 4). The
     exercise prices of the warrants range from $1.00 to $3.00. The fair values
     of these warrants were estimated at the date of grant using the
     Black-Scholes option-pricing model with the following assumptions:

                Dividend yield           None
                Volatility                   0.491
                Risk free interest rate       4.18%
                Expected asset life      2.5 years

     The 500,000 warrants outstanding at September 30, 2002, expire in September
     2006.


15.  EMPLOYEE BENEFIT PLAN

     The Company maintains a 401(k) profit sharing plan for its employees.
     Employees are eligible to participate in the plan upon reaching age 21 and
     completion of three months of service. The Company made contributions of
     $3,400 and $2,300 to the plan for the years ended September 30, 2002 and
     2001.


16.  OTHER INCOME

     Other income for the year ended September 30, 2002, includes a gain of
     $267,000 related to the rescission of a consulting contract that was
     entered into in a prior year (NOTE 9). Also, included is a gain of
     $130,000, net of legal costs, resulting from the settlement of a dispute
     with one of the Company's former billing companies.

                                *  *  *  *  *  *


                                      A-21
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES

On March 14, 2000, we reported that we replaced McGladry and Pullen LLP as our
principal certified public accountants. McGladry and Pullen LLP had been engaged
as the independent auditors, but had not issued any audited reports.

On March 30, 2000, we appointed King,Weber & Associates, P.C., as our
independent auditors to conduct the audit of our September 30, 2000 fiscal year
financial statements. On December 31, 2000 King, Weber & Associates, P.C.
changed its corporate name to Marshall & Weber, CPA's, PLC and subsequently
changed its corporate name to Weber and Company P.C. On September 18, 2001, the
Company had appointed Weber & Company P. C. as our independent auditors to
conduct the audit of our September 30, 2001 fiscal year financial statements.
During Fiscal 2002, Weber & Company P. C. merged with Epstein & Connover P. C.
to become Epstein, Weber & Connover P. L. C. On September 20, 2002 we appointed
Epstein, Weber & Connover P. L. C. as our independent auditors to conduct the
audit of our September 30, 2002 financial statements.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The following biographical information is provided for each of the Company's
Directors and Executive Officers:


     ANGELO TULLO. Mr. Tullo has served as the Chairman of the Board of YP.Net
since February 2000. Mr. Tullo was hired as Chief Executive Officer and
President on September 10, 2000. Since December 1999, Mr. Tullo has also been
the president of Sunbelt Financial Solutions, Inc., an investment banking and
consultant firm in Scottsdale, Arizona. From Janaury 1997 to December 1999, Mr
Tullo was an officer and director of American Business Funding Corp. Currently
and for over twenty years, Mr. Tullo has been active as a business consultant.
Mr. Tullo has actively worked with commercial financing and factoring for the
past ten years. He has owned and operated factoring companies, leasing
companies, consulting companies, wholesale companies, professional employment
organizations, insurance agencies, heating and air-conditioning contractors,
retail oil companies, real estate companies and restaurants. He is a former
member of the CEO Club in New York, and current a member of the Presidential
Business Roundtable Committee.

     In  February  2000,  American  Business  Funding Corp. filed for protection
under  Chapter  11  of  the  Bankruptcy  Code  in  the Federal District Court of
Arizona.  Mr.  Tullo  had previously been a director, officer and shareholder of
American Business Funding prior to the time of its bankruptcy filing.

     GREGORY B. CRANE. Mr. Crane has been a director of YP.Net since February,
2000 and also served as its Director of Operations from February 2000 to
September 2000. Mr. Crane is the President of AMCS. AMCS provides marketing and
administrative services as well as personnel to the Company. From mid 1997 to
December 2002, he was a marketing consultant to BESI, a related party to the
Company (See "Certain Relationships and Related Transactions"). From September
1998 to June 1999, Mr. Crane was the General Manager of Telco Billing, Inc.
("Telco"). Mr. Crane has also owned and/or operated several businesses,
including residential and commercial builders, multi-state mail order, and
document-preparation companies (including State Recording Services, Inc.), and
was also the creator of the Yellow-Page.Net concept. Mr. Crane is a former
member of the Young Entrepreneur's Organization ("YEO").

     In connection with providing homestead declaration document preparation and
filing services, Mr. Crane (personally) and one of these businesses (State
Recording Services, Inc.) have been subject to injunctive actions brought by the
states of Arizona, Florida, Texas and Washington. Mr. Crane was the President
and a significant shareholder of State Recording Services, Inc. These actions
generally raised legal questions concerning mailer solicitations for document
preparation services. Mr. Crane and various of the state plaintiffs have entered
into consent orders in connection with these actions that required the
modification of mailers and the payment of civil penalties, restitution, and
attorneys' fees. Regarding each injunctive action, the use of the mail
solicitation for document preparation services was prohibited in the State of
Washington and Mr. Crane satisfied a judgment rendered in December 1994 of
$500,000. Mr. Crane voluntarily entered into an agreement with the State of
Florida in connection with these matters and due to an error in type size made
by the printing company; Mr. Crane technically violated that order. In
connection with that violation of the Florida order, Mr. Crane was subject to a
judgment, dated February 1998, in the amount of approximately $1.4 million, plus
accrued interest. As of February 2003, this judgment has expired and is no
longer binding on Mr. Crane under Florida law and is in the process of being
vacated. The injuctive actions in Arizona and Texas were both satisfied in April
1995 for primarily attorneys fees and refund offers to customers.

     Mr. Crane was also named in the action filed by the Federal Trade
Commission ("FTC") against the Company  and has been included in the stipulated
preliminary order entered into by the FTC and us and approved by the FTC.  The
Stipulated Final Judgment and Order for Permanent Injunction and Other Equitable
Relief by and between the FTC, Mr. Crane, Telco, us and others (the "Order")
places certain restrictions on the way mail solicitations will appear.  The
Order has been approved by the U.S. District Court Judge and the matter is
closed with no findings of wrong doing on the part of the company, its officers
and directors or Mr. Crane.


                                       17
<PAGE>
     DANIEL L. COURY. Mr. Coury has served as a director of YP.Net since
February 2000. For the last twelve years, Mr. Coury's principal business has
been Mesa Cold Storage, Inc., which owns and operates the largest cold storage
facilities in Arizona. He is also involved in the ownership and operation of
various real estate interests and business ventures.

     DEVAL JOHNSON. Mr. Johnson has served as a director since October 1999. Mr.
Johnson was the graphics designer and director of Telco Billing from September
1998 until June 1999 when the Company acquired it. Since that time, Mr. Johnson
has been responsible for the design of the in-house sales presentations and
creation of the corporate logo(s) and image for YP.Net. In 2001, Mr Johnson
formed his own company called Advanced Internet Marketing, Inc. to provide
design and marketing services to a variety of companies and has continued to
offer these services to YP.Net. In 2002, Mr. Johnson accepted the position of
Vice President of Corporate Image for YP.Net. From 1995 through 1998, Mr.
Johnson was a graphics designer for Print Pro, Inc. Mr. Johnson is actively
involved with Website promotion, interactive design and Internet advertising.
Mr. Johnson also serves as an officer and board member and is the beneficial
owner of Simple.Net a national Internet service provider, a related party. See
"Certain Relationships and Related Transactions".

     PETER BERGMANN. Mr. Bergmann has served as a director of the Company since
May 2002.  Since January 1999, Mr. Bergmann has served as the President of
Perfect Timing Media, Inc. ("Perfect Timing"), a television development and
production company which he founded. Perfect Timing focuses primarily on family
fare programming.  From 1994 to1999, Mr. Bergmann was a member of the faculty at
Fairleigh Dickinson University where he inaugurated the Electronic Filmmaking
and Digital Video Design program which is a distinctive program in video and
computer-generated graphics technologies offering students an opportunity to
study commerce and art.  In 1988, Mr. Bergmann joined Major Arts, Inc., a
division of Paramount Communications, Inc., as the head of its television
division where he was responsible for developing projects for television
production.  In 1987, Mr. Bergmann served as the President of Odyssey
Entertainment, Inc. where he engineered the purchase of Coast Productions, Inc.,
which subsequently became Odyssey Filmmakers, Inc. where he served as President.
From 1984 through 1987, Mr. Bergmann served as President of The Film Company
where he had directorial and production responsibilities for theatrical releases
and projects for television.  During the 14 years prior to 1984, Mr. Bergmann
was employed in various capacities by the American Broadcasting Company.  These
positions included line producer, division head, assistant to the President,
Executive Vice President and Special Assistant to the Chairman of the Board.
Mr. Bergmann received his PhD from New York University.

     David J. Iannini. Mr. Iannini has served as the Chief Financial Officer
since August 2002. Mr. Iannini was employed by Viad Corp from July 1999 to June
2002. He was Viad Corp Treasurer and Vice President of Corporate Development .
Viad Corp. is a diversified service business with operating companies involved
in the financial services, convention, travel and other businesses. Viad Corp.
is an SEC Reporting company. Mr.Iannini was an investment banker from August
1986 to July 1999 , primarily with Salomon Brothers, Inc. Mr. Iannini received
his Masters in Business Administration, Summa Cum Laude, from the Anderson
Graduate School of Management at U.C.L.A. Prior to his graduate studies, he
worked with a Big Five accounting firm and is a C.P.A. Mr. Iannini received his
Bachelors of Science degree, Magna Cum Laude, in Accounting from Boston College
in 1981.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on review of reports under Section 16(a) of the Securities Exchange
Act of 1934, as amended, that were filed by executive officers and directors and
beneficial owners of 10% or more of our common stock during the fiscal year
ended September 2002, to the best of the Company's knowledge, except as follows,
all 16(a) filing requirements have been made through the fiscal year ended
September 30, 2001, and September 30, 2002. This information is based on a
review of Section 16(a) reports furnished to us and other information.

     Name                    # of Reports
     ----                    ------------

Angelo Tullo                 4
Greg Crane                   5
DeVal Johnson                3
Dan Coury                    1
Peter Bergmann               1
David Iannini                1


                                       18
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of YP.Net, their ages and positions are as
follows:

<TABLE>
<CAPTION>
NAME                  AGE                             POSITIONS HELD(1)
- --------------------  ---  ----------------------------------------------------------------------
<S>                   <C>  <C>
Angelo Tullo           47  Chairman of the Board, Director, Chief Executive Officer and President
Gregory B. Crane       38  Vice President and Director
DeVal Johnson          36  Vice President, Secretary and Director
David  J. Iannini,     43  Chief Financial Officer
Daniel L. Coury, Sr.   48  Director
Peter Bergmann         54  Director

<FN>
(1)  All current directors serve until the next annual shareholders meeting or
     their earlier resignation or removal.
</TABLE>


OFFICER COMPENSATION

The following table reflects all forms of compensation for the fiscal years
ended September 30, 2002, and September 30, 2001, for the Chief Executive
Officer and the other two most highly compensated executive officers of YP.Net,
Inc., whose salaries exceed $100,000 annually, for the years stated.


                           SUMMARY COMPENSATION TABLE

            Annual Compensation
                                        FISCAL                       OTHER
NAME AND PRINCIPAL POSITION              YEAR    SALARY   Bonus   COMPENSATION
- ---------------------------------------  ----  ----------         --------------

Angelo Tullo (1)                         2002  $ 240,000  $208,000
Chairman, Chief Executive                2001  $ 210,000               $44,000
Officer,                                 2000  $ 121,662               $21,000
President

Pamela J Thompson (2)                    2002  $ 177,678                    (2)
Former Chief Financial Officer           2001  $ 255,855                $4,500
Former Secretary, Former Treasurer       2000        -0-                   -0-

DeVal Johnson(3)                         2002  $ 113,800  $20,000            -
Vice President, Secretary and Director   2001        -0-    5,618          -0-
                                         2000     10,000      -0-      $10,500

Greg Crane(4)                            2002 $  237,000  $35,000            -
Vice President and Director              2001    114,000      -0-          -0-
                                         2000 $   34,500      -0-      $10,500


(1)     The amount shown herein as compensation to Mr. Tullo is the total amount
paid by the Company to Sunbelt for services provided to the Company by Mr. Tullo
and his staff, but may not reflect Mr. Tullo's actual compensation from Sunbelt,
which may be greater or less. Mr. Tullo is not directly compensated by the
Company. Includes 200,000 shares of YP.Net stock valued at $.22 per Share in
2001 and 100,000 shares of YP.Net stock valued at $.21 per share in 2000.
Subsequent to September 30, 2002, 4,000,000 shares of YP.Net stock valued at
$.075 per share in 2002 were issued to Mr. Tullo. Such shares and related
amounts are not included in the table. On September 20, 2002, the Company
entered into an Executive Consulting Agreement with Sunbelt pursuant to which Mr
Tullo provides services to the Company. See "Certain Relationships and Related
Transactions".

(2)     The amount shown herein as compensation to Ms. Thompson is the total
amount paid by the Company to The Thompson Group P.C. for services provided to
the Company by Ms. Thompson and her staff, but may not reflect Ms. Thompson's
actual compensation from The Thompson Group P.C., which may be greater or less.
Ms. Thompson was not directly compensated by the Company. Includes $16,898
issued as a Note Receivable in 2002 (see legal proceedings) and 50,000 shares of
YP.Net stock valued at $.09 per share in 2001.

(3)    The amount shown herein as compensation is the total amount paid by the
Company for the services of AIM including Mr. Johnson and his staff but may not
reflect Mr. Johnson's actual compensation from AIM, which may be greater or
less. Mr. Johnson is not compensated directly by the Company. Includes 50,000
shares of YP.Net stock valued at $.21 per share in 2000. Subsequent to September
30, 2002, 1,000,000 shares of YP.Net stock valued at $.075 per share were issued
to Mr. Johnson. On September 20, 2002, the Company entered into an Executive
Consulting Agreement with AIM pursuant to which Mr. Johnson provides services to
the Company. See "Certain Relationships and Related Transactions".

(4)     The amount shown herein as compensation to Mr. Crane is the total amount
paid by the Company to AMCS for services provided to the Company by Mr. Crane
and his staff, but may not reflect Mr. Crane's actual compensation from AMCS,
which may be greater or less. Mr. Crane is not directly compensated by the
Company. Mr. Crane is the President of AMCS. AMCS provides marketing and
administrative services and personnel to the Company. Includes 50,000 shares of
YP.Net stock valued at $.21 per share in 2000. Subsequent to September 30, 2002,
1,000,000 shares of YP.Net stock valued at $.075 per share were issued to Mr.
Crane. On September 20, 2002, the Company entered into an Executive Consulting
Agreement with AMCS pursuant to which Mr. Crane provides services to the
Company. See "Certain Relationships and Related Transactions".


                                       19
<PAGE>
COMPENSATION PURSUANT TO STOCK OPTIONS

No stock options were granted to executive officers during the fiscal years
ended September 30, 2001, and September 30, 2002.

DIRECTOR COMPENSATION

Upon appointment to the Board, Mr. Tullo was awarded 100,000 shares of our
common stock. All other directors were awarded 50,000 shares. The shares awarded
were earned monthly for director services performed. The 425,000 shares of
common stock paid to the directors as compensation for their services were
valued at $.22 per share for a total value of $93,500 and the value is
considered based upon the average bid and ask price as of date of issuance by
the Board of Directors and is in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act. Additionally, the directors
receive $2,000 per meeting or per quarter for their service on the Board and may
receive $250 per hour for services related to any Board Committee on which they
serve. Effective September 30, 2002, the Company pays $10,000 monthly to DLC
Consulting pursuant to an oral agreement. DLC Consulting is owned by Daniel
Coury Sr., a director of the Company. The payments relate to various financial,
strategic and administrative services performed for the Company's Board of
Directors. See Certain Relationships and Related Transactions.

1998 Stock Option Plan

In June 1998, our Board of Directors adopted, and our shareholders approved, the
1998 Stock Option Plan (the "Plan"). The purpose of the Plan was to provide
incentives to employees, directors and service providers to promote our success.
The Plan provides for the grant of both qualified and non-qualified options to
purchase up to 1,500,000 shares of our common stock at prices determined by the
Board of Directors, but in the case of incentive options, at a price not less
than the fair market value of the stock on the date of the grant. The Plan is
administered by the Board of Directors or by a committee appointed by the Board.
areas of September 30, 2002 there were  no options currently outstanding under
this Plan which has been replaced by the 2002 Stock Option Plan discussed below.


                                       20
<PAGE>
2002 Stock Option Plan

The 2002 Stock Option Plan was adopted by the Board of Directors on April 10th,
2002, and provided for the issuance of up to 3,000,000 options. It was approved
by our shareholders on September 20, 2002. The Board of Directors has reserved
3,000,000 shares of Common Stock for issuance under the 2002 Option Plan. The
2002 Stock Option Plan replaces the 1998 Stock Option plan and was approved by
the shareholders on September 20th, 2002.


The primary purpose of the 2002 Option Plan is to attract and retain the best
available personnel for the Company in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees.  The ability of a company to offer a generous stock option program
has now become a standard feature in the industry in which the company operates.

All terms of the previous plan remain in force except as modified by the new
plan. Some modifications include; options can only be made for a option price
that is not less than 110% of the current stock price, and the options are not
transferable. (see the Company's form 14-A as filed on August 31, 2002 for more
details). As of September 30, 2002, there were no options outstanding under this
Plan.

ITEM 11. SECURITY OWNERSHIP OF OWNERS AND MANAGEMENT

The following table sets forth, as of January 7, 2003, the ownership of each
person known by us to be the beneficial owner of five percent or more of our
common stock, each officer and director individually, and all officers and
directors as a group. We have been advised that each person has sole voting and
investment power over the shares listed below unless otherwise indicated.


     NAME AND ADDRESS                      AMOUNT AND NATURE    PERCENT
     OF BENEFICIAL OWNER                     OF OWNERSHIP     OF CLASS(1)
     ------------------------------------  -----------------  -----------

     Angelo Tullo(2)                               4,300,000         8.7%
     4840 East Jasmine Street
     Suite 105
     Mesa, AZ  85205

     Gregory B. Crane (3)                          1,077,500         2.2%
     4840 East Jasmine Street
     Suite 105
     Mesa, AZ  85205

     DeVal Johnson  (4)                            1,125,000         2.3%
     4840 East Jasmine Street
     Suite 105
     Mesa, AZ  85205

     David Iannini                                    50,000           *
     4840 East Jasmine Street
     Suite 105
     Mesa, AZ  85205

     Daniel L. Coury, Sr.                             50,000           *
     4840 East Jasmine Street
     Suite 105
     Mesa, AZ  85205

     Peter Bergmann                                   50,000           *
     4840 East Jasmine Street
     Suite 105
     Mesa, AZ 85205


                                       21
<PAGE>
     NAME AND ADDRESS                      AMOUNT AND NATURE    PERCENT
     OF BENEFICIAL OWNER                     OF OWNERSHIP     OF CLASS(1)
     ------------------------------------  -----------------  -----------

     Matthew & Markson Ltd. (5)                   11,566,032        23.4%
     Woods Centre, Frair's Road
     P.O. Box 1407
     St. John's
     Antigua, West Indies

     Morris & Miller Ltd.   (5)                   10,350,000        20.1%
     Woods Centre, Frair's Road
     P.O. Box 1407
     St. John's
     Antigua, West Indies

     Sunbelt Financial Concepts, Inc.              4,000,000         8.1%
     7579 East main Street
     #200
     Scottsdale, AZ 85251

     All Directors as a Group (7 persons)          6,652,500        13.4%

*  Represents less than one percent (1%) of our issued and outstanding common
stock.


(1) Based on shares outstanding as of January 7, 2003. This amount excludes
4,500,000 shares issued and held as collateral for obligations of YP.Net under
two promissory notes. Upon timely payment of the notes, the shares will be
returned to YP.Net for cancellation.
(2) Of which 4,000,000 shares are owned by Sunbelt Financial Concepts , Inc.
("Sunbelt") which are also shown separately in this table.. While Mr. Tullo is
the President of Sunbelt, he has no ownership interest in Sunbelt, he does,
however, share disposative powers over the stock owned by Sunbelt. Hickory
Management is the owner of Sunbelt and Mr. Tullo is not the control person of
Hickory Management.
(3) Of which 1,000,000 shares are owned by Advertising Management and Consulting
Services, Inc.("AMCS"). While Mr. Crane is the President of AMCS, he has no
ownership interest in AMCS, although, as President of AMCS, he shares
disposative power over the stock owned by AMCS. Adam Holding Trust is the owner
of AMCS and Mr. Crane is not a control person of Adam Holding Trust.
(4) Of which 1,000,000 shares owned by Advanced Internet Marketing, Inc.
("AIM"). Mr Johnson is President of AIM and his minor children are the
beneficiaries of the trust which owns AIM.
(5) The number of shares held by Matthew & Markson, Ltd. includes 2,000,000
shares issued as collateral for a note payable issued by YP.Net. Matthew &
Markson has voting control of these shares. These shares will be returned to
YP.Net and cancelled upon timely payment of the note. Ilse Cooper, AMT Director
is the control person for both Matthew & Markson as well as Morris & Miller. AMT
is the trust company with whom Ilse Cooper is associated.



                                       22
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Acquisition of Telco. In June 1999, the Company's predecessor acquired all of
the outstanding stock of Telco in exchange for 17,000,000 shares of our common
stock. Matthew & Markson, Ltd. and Morris & Miller, Ltd., as the shareholders of
Telco, were issued 7,650,000 and 9,350,000 shares, respectively. As to these
shares, the original acquisition agreement provided for certain Put rights that
were later terminated. In exchange for cancellation of the Put rights, we agreed
to provide each of the former Telco shareholders with a $10,000,000 credit
facility. Loans made to these shareholders under this facility are to be secured
by a pledge of our stock. Interest for borrowings under this facility is to be
at least 0.25% higher than our average borrowing costs. No advances in excess of
$1,000,000 may be made at any one time and no advances in excess of $1,000,000
are to be made unless we have available at least 30 days operating capital plus
other reserves. No advances are permitted to be made if we are in default with
respect to any of our lender obligations. As of September 30, 2002 $233,073 was
advanced to Matthew & Markson.

Gregory B. Crane and DeVal Johnson were employees of and primarily involved in
the start-up of Telco. Mr. Crane continues to serve as a liaison for the Company
to Matthew & Markson, Ltd. and Morris & Miller, Ltd. and negotiated the
acquisition of Telco by the Company's predecessor entity on behalf of the former
Telco shareholders.

License of URL. In connection with the acquisition of Telco, the Company's
predecessor entity also agreed to pay Matthew & Markson, Ltd. $5,000,000 as a
discounted accelerated licensing payment for a 20-year license of the URL
Yellow-Page. Net. The consideration was rendered under the terms of an Exclusive
Licensing Agreement dated September 21, 1998, between Telco and Matthew &
Markson, Ltd. The payment was originally to be paid in full upon the acquisition
of Telco. However, the Company was unable to pay the entire consideration in
cash. Therefore, the Company instead negotiated to pay the $5 million due in
cash due at closing with a $3 million down payment and also executed a
$2,000,000 Note (the "Note") to Matthew & Markson due on August 15, 1999.In
addition, as a result of its failure to pay the entire $5 million in cash at
closing, the Company incurred a $2 million penalty fee at this time although the
Company was unaware of this obligation at that time because Matthew & Markson
had not yet asserted its claim until July 2001.

On August 15, 1999The Company defaulted on the payment of the $2,000,000 Note .
To extend this payment obligation to November 15, 1999, the Company agreed to
provide, for the benefit of Matthew & Markson, $250,000 in tenant improvements
for approximately one-half of our Mesa facility. The premises were leased to
Matthew & Markson's designee ("BESI") for $1.00 per year throughout the term of
the 5-year lease. The annual fair rental value of the lease premises is $4,500
per month. BESI purchased this lease from Matthew & Markson for a one-time
payment of $75,000.

At the due date of the extension (November 15, 1999), the Company still had not
paid the Note. Therefore, on November 15, 1999, we further extended the payment
of the Note to January 15, 2000 by paying an extension fee of $200,000. On
January 15, 2000, the Company again defaulted on the extention and the note was
renegotiated to a demand note with monthly installments of $100,000 per month.
Under the terms of the renegotiated Note, the payments may have been suspended
if we did not have certain cash reserves or are otherwise in default under other
obligations. The note was secured by 2,000,000 shares of our common stock held
in escrow, to be returned for cancellation upon payment of the note. This Note
has been paid in full but the collateral shares are still held by Matthew &
Markson to secure payment of the penalty fee discussed below.

In July 2001, the Company was informed by Matthew & Markson that a $2,000,000
penalty fee was due on the original acquisition agreement as a result of the
Company's failure to pay the entire $5 million due in cash at closing. On
September 25, 2001, in settlement thereof, we agreed to pay Matthew Markson,
Ltd., $550,000 and issued 4,000,000 shares of our common stock at $0.09, and the
value is considered based upon the average bid and ask price as of September 25,
2001 and is in reliance on the exemption from registration provided by Section
4(2) of the Securities Act.

The $550,000 will be paid over a thirty-six month term at a 10.5% annual
interest rate. Matthew Markson Ltd. has agreed and waived any future payments
for the original default of the and extension fee for the acquisition of Telco.
Matthew Markson Ltd will continue its security interest in the company and
collateral shares held by Matthew Markson. Ltd. The balance due at year end was
$115,866. See Footnote 12 to the Financial Statements.

SUNBELT FINANCIAL CONCEPTS , INC.

On September 20th, 2002, the Company and Sunbelt Financial Concepts, Inc.
("Sunbelt") entered into an Executive Consulting Agreement, which replaced a
prior agreement, dated the previous September. The Sunbelt agreement has a term
of  3 years.  Angelo Tullo is the President of Sunbelt. The Sunbelt agreement
provides that Mr. Tullo, through Sunbelt, will provide the Company with the
services of Chief Executive Officer, Chairman and President among other
administrative services and personnel. As part of the Sunbelt Agreement, Sunbelt
will receive $32,000 per month with a 10% annual increase in each


                                       23
<PAGE>
succeeding year, Board of Director fees and fees and reimbursements for certain
ancillary items. In addition, the Sunbelt agreement also awarded Sunbelt 4
million shares of the Company's common stock, grossed-up for taxes, subject to
achieving certain performance goals for the Company in Fiscal 2003. If such
goals are not achieved, then part of the award is forfeited on a pro rata basis.
The agreement also awarded a bonus of $208,000 to Sunbelt relating to
performance in Fiscal 2002. As part of the agreement, Sunbelt's previous line of
credit with the Company (on which $197,640 was outstanding at September 30, 2002
and repaid to the Company with interest subsequent to year end.) was cancelled
and a Flex Compensation program was instituted which allows Sunbelt to draw up
to $220,000 (increased by 10% on each anniversary date of this Agreement) as
additional compensation, subject to sufficient cash on hand at the Company. In
addition, the agreement contains a Due on Sale clause whereby if there is a
change of control of the Company, as defined, then Sunbelt will receive the
greater of 30% of the amounts due under the Agreement or 12 months worth of
fees. As of March 31, 2003, Sunbelt had drawn approximately $200,000 under its
Flex compensation agreement.

A previous separate agreement with Sunbelt, dated January 2002, wherein the
Company leases two vehicles for Sunbelt in the Company's name, while Sunbelt
pays the leases, remains in effect until the conclusion of the respective
leases. The monthly amount of the leases for the vehicles are $1,079 and $1,111
respectively and the leases expire on January, 2005 and February, 2005
respectively.

While Mr. Tullo is the President of Sunbelt, he has no ownership interest in
Sunbelt.  As president of Sunbelt, he does, however, maintain disposative powers
over the shares of Company stock issued to Sunbelt.

ADVERTISING MANAGEMENT & CONSULTING SERVICES, INC.

On September 20th, 2002, the Company and Advertising Management & Consulting
Services, Inc. ("AMCS") entered into an Executive Consulting Agreement. The AMCS
agreement has a term of three years. Mr. Crane is the President of AMCS. The
AMCS agreement provides that Mr. Crane, through AMCS will provide the Company
with the services of Director and Vice President - Marketing, among other
administrative services and personnel. As part of the AMCS agreement, AMCS will
receive $32,000 per month with a 10% annual increase in each succeeding year,
Board of Director fees and fees and reimbursements for certain ancillary items.
In addition, the AMCS agreement also awarded AMCS with 1 million shares of the
Company's common stock, grossed-up for taxes, subject to achieving certain
performance goals for the Company in Fiscal 2003. If such goals are not
achieved, then part of the award is forfeited on a pro rata basis. The Agreement
also awarded a bonus of $35,000 to AMCS relating to performance in Fiscal 2002.
As part of the agreement with AMCS, a Flex Compensation program was instituted
which allows AMCS to draw up to $50,000 (increased by 10% on each anniversary
date of this Agreement) as additional compensation, subject to sufficient cash
on hand at the Company. In addition, the agreement contains a Due on Sale clause
whereby if there is a change of control of the Company, as defined, then AMCS
will receive the greater of 30% of the amounts due under the agreement or 12
months worth of fees. As of March 31, 2003, AMCS had drawn $50,000 under its
Flex compensation agreement.


ADVANCED INTERNET MARKETING, INC.

On September 20th, 2002, the Company and Advanced Internet Marketing, Inc.
("AIM") entered into an Executive Consulting Agreement.The AIM agreement has a
term of three years. Mr. Johnson is the President of AIM, and AIM is
wholly-owned by a trust for the benefit of Mr. Johnson's children. The AIM
agreement provides that Mr. Johnson, through AIM, will provide the Company with
the services of Director, Corporate Secretary and Vice President - Corporate
Image, among other administrative services and personnel. As part of the AIM
agreement, AIM will receive $18,000 per month with a 10% annual increase in each
succeeding year, Board of Director fees, and fees and reimbursements for certain
ancillary items. In addition, the agreement also awarded AIM with 1 million
shares of Company common stock, grossed-up for taxes, subject to achieving
certain performance goals for the Company in Fiscal 2003. If such goals are not
achieved, then part of the award is forfeited on a pro rata basis. The agreement
also awarded a bonus of $20,000 to AIM relating to performance in Fiscal 2002.
As part of the agreement, a Flex Compensation program was instituted which
allows AIM to draw up to $50,000 (increased by 10% on each anniversary date of
this Agreement) as additional compensation, subject to sufficient cash on hand
at the Company. In addition, the Agreement contains a Due on Sale clause whereby
if there is a change of control of the Company, as defined, then AIM will
receive the greater of 30% of the amounts due under the Agreement or 12 months
worth of fees. As of March 31, 2003, AIM had drawn $30,000 under its Flex
compensation agreement.



Simple. Net. ("SN")
- -------------------

The Company has entered into mutual service agreements with Simple. Net ("SN"),
for a term of  1 year, automatically renewable.  Mr. DeVal Johnson, a director
of YP.Net, Inc., is the beneficial owner of SN.  SN is a national internet
service provider that has from time to time sold those services to the Company
at below market rate prices.


                                       24
<PAGE>
The Company has an agreement with Level 3, an unaffiliated entity, to provide
internet services to the Company's customers.  On May 1, 2002, the Company
assigned its Level 3 contract to SN in exchange for a new contract from SN
toprovide dial-up services for the Company's customers at a reduced rate of
$2.50 per user, per month.  The Company determined that it did not have a
sufficient amount of internet service dialup customers to benefit from its Level
3 contract, while SN, as an internet service provider, had a sufficient number
of customers to support the base payment structure agreed to in the Level 3
contract.  As a result, during this period the Company paid $58,958 to SN
instead of the $153,176 that would have been paid to Level 3 pursuant to the
Level 3 agreement.  If the Company's internet dial-up customers increases by a
sufficient number, the Level 3 contract would be less expensive for us than our
agreement with SN.  Furthermore, the Level 3 contract is not assignable without
the consent of Level 3, which the Company has not yet obtained.  Consequently,
the Company is still liable to Level 3 under the terms of the contract.  SN has
agreed to assume and perform the terms of the Level 3 contract.    The
assignment of the Level 3 contract to SN resulted in savings to the Company of
approximately $94,218. In addition, SN has contracts with other National
providers such as Broadwing Communications and through the Company's contract
with SN the Company has obtained access numbers under those contracts as well
for the benefit of the Company's customers.

SN pays a monthly fee to the Company to provide technical support and provide
quality customer service while utilizing the Company's own customer service
personnel  as well as management and accounting services according to a pricing
formula based on a price per customers as follows:

     Customer Service & Management Agreement fees are calculated by number of
customer records of SN multiplied by a base cost of $1.02.

     Technical Support fees are calculated by number of customer records of SN
multiplied by a base cost of 60 cents.

     Until July 1, 2002, the Company's staff performed the accounting functions
for SN since SN utilizes a compatible accounting and billing process.  SN paid
us $2,500 a month for these accounting services.  As of July 1, 2002, the
Company no longer provides accounting services to SN as this arrangement has
been canceled.

     Both Matthew & Markson and Morris & Miller ( The Company's two largest
shareholders) have provided the primary financing for SN.  Neither Matthew &
Markson, nor Morris & Miller is a part of management or on the Board of
Directors of the Company or SN.

Matthew Markson, Ltd.
- ---------------------

The Company has a note payable to Mathew Markson, Ltd. ("M&M"), which at the
beginning of the fiscal year had a principal balance of $550,000.  The
outstanding balance on this note as of September 30, 2002, was $155,866 . In
accordance with instructions that the Company has received from M&M, the Company
has made payments to third parties on behalf of M&M, and applied those payments
as reductions to this note, thereby reducing the outstanding balance on our
books and records.

Matthew & Markson, Ltd. and Morris & Miller, Ltd. Advance Agreement.

The Company has made advances to Matthew & Markson, Ltd. and Morris & Miller,
Ltd. (M&M) that are also collateralized by the Company's common stock owned by
M&M.  This loan agreement resulted from a settlement reached in September 2000
with M&M whereby the "put" agreements originated as part of the purchase of
Telco billing was terminated.  The "put" agreement would have allowed M&M to
"put" back to the Company up to 10 million shares of common stock each at a
price of $1.00 per share.  Management negotiated a loan agreement with M&M in
exchange for the termination of "put" agreement rights whereby M&M can each
borrow up to $10 million dollars from the Company collateralized by M&M's YP.Net
stock valued at a floor of $1.00 per share or 80% of the last trade of the
stockprior to the advance request, whichever is greater.  The interest rate
charged on these advances is either an 8% annual rate or  % higher than the
Company's average borrowing cost from an institutional lender, whichever is
greater.  Currently M&M is charged an interest rate of 8% calculated as an
annual rate as the Company has paid off its institutional lender.  There are
restrictions in the loan agreement that allow management to reject an advance
request by M&M if the Company has insufficient cash, cash reserves and
anticipated cash receipts and or borrowing availability to cover operating
expenses over the next 30-day period.  M& M is a 27% shareholder of the Company.


                                       25
<PAGE>
     The following schedule sets forth the balances of the Company's advances
made on behalf of Matthew & Markson, Ltd. and Morris & Miller, Ltd. as part of
this agreement as of September 30, 2002:

              Morris & Miller, Ltd.                $      0
              Matthew & Markson                     233,073
              Total Advances to the M&M's          $233,073


Matthew & Markson, Ltd.  and Morris and Miller, Ltd. are the Company's two
largest shareholders although neither is part of management or on the Board of
Directors of the Company.

Commercial Finance Services d/b/a/ HR Management ("CFS")
- --------------------------------------------------------

     The Company leases its employees from Commercial Finance Services, Inc.
     d/b/a HR Management (CFS). CFS provides factoring and financing services as
     well as act as a professional employer organization ("PEO") for small to
     mid-sized companies. CFS does not provide any services to the Company,
     other than those of a PEO. The majority of the Company's payroll is paid
     via CFS. This arrangement allows the Company to offer additional employee
     benefits by sharing those costs with other clients of CFS. The Company pays
     CFS a monthly fee of $2,800 for payroll and benefit administration.

     The majority owner of CFS is Central Account Services, Inc.(CAS). CAS is
     partially owned by the Company's primary legal counsel (3% ownership) and
     its former CFO (4% ownership). The remaining ownership of CAS is unrelated
     to the Company. The principal stockholders of the Company have provided
     significant financing to CFS in the form of an interest bearing loan. Said
     stockholders are not involved in the management of or represented on the
     boards of the Company or SN.


     Subsequen to year end, the Company no longer leases its employees from CFS
     and has signed an agreement with An unrelated third party for such
     services.


Business Executive Services, Inc.
- ---------------------------------

Greg  Crane,  an officer and Director of the Company was formerly an employee of
Business  Executive  Services, Inc. ("BESI").  Mr. Crane is no longer affiliated
with  BESI.  BESI,  as  the  nominal  rent  sub-lessee,  leases  portions of the
Company's Mesa facility to other businesses associated with other third parties.
BESI obtained the sublease by purchasing it from Matthew & Markson, Ltd. who had
obtained  the  lease  from the Company by way of payment for an extension fee on
funds due Matthew & Markson by the Company. The sublease required M&M or BESI to
pay the Company $1.00 per year for the space that was not needed by the Company.
The  master  lease  and  thus  the  sublease  was  to  expire  in  June  2003.

In January 2003 the Company had expanded and was in immediate need of more space
to house its operations. By triparte agreement between the Company, the landlord
and  BESI  it  was  agreed  that;  1)  the Landlord would extend the lease for 3
additional  years until June 2006 at the current rate, 2) BESI would provide 80%
of  its space to the Company at no charge to the Company until the conclusion of
the current lease term and 3) in return would rent back to BESI 20% of the space
for  the  new  three  year  term  at  no  cost  to  BESI.

In  addition  pursuant to an agreement the Company has with BESI, BESI processes
all  of  the  direct  mail  solicitation  pieces,  welcome  letters  and  other
communications  with  customers  and  prospective  customers.


Effective  January  2002,  we  pay  a  base  fee of $15,750 per month and then a
monthly  fee to BESI based on a price of .015 cents per mail piece, based on the
number  of  mail  pieces prepared and sent, and not less than a floor of $15,000
per  month.  The  floor amount is reviewed for possible adjustment quarterly. In
addition,  BESI  is  to receive 25% of any documented savings it obtains for the
Company on the Company's mailings. The Company paid BESI $231,750 in Fiscal 2002
and  $23,000  in  Fiscal  2001.

DLC Consulting

Effective  September  30,  2002,  the  Company  pays  $10,000  monthly  to  DLC
Consulting.  DLC  Consulting  is  owned  by  Daniel Coury Sr., a director of the
Company.  The payments relate to various financial, strategic and administrative
services  performed  for  the  Company's  Board  of  Directors.


Related  Party  Transaction  Policy.  The  Company's  general  policy  requires
adherence to Nevada corporate law regarding transactions between the Company and
a  director, officer or affiliate of the corporation. Transactions in which such
persons  have  a  financial interest are not void or voidable if the interest is
disclosed  and  approved  by  disinterested  directors or shareholders or if the
transaction  is  otherwise  fair  to  the  corporation.  It  is  our policy that
transactions with related parties are conducted on terms no less favorable to us
than  if they were conducted with unaffiliated third parties. During fiscal year
ended September 30, 2001, through September 31, 2002, there have been no related
party transactions, except those noted herein, and quarterly 10Q filings and 10K
filings  for  the  periods  indicated.

Advances to affiliates are summarized as follows at September 30, 2002:

       Sunbelt Financial    $ 197,640
                            ==========
       The Thompson Group      16,899
       Mathew & Markson       233,073
           Total              447,612
                            ----------
            Less allowance   (214,539)
       Total                $ 233,073
                            ----------

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


EXHIBITS
3.1  Certificate of Restated Articles of Incorporation of Renaissance
     International, Inc. Incorporated by reference from Form 10-QSB as filed May
     6, 1998
3.2  Amended Articles - Name Change to RIGL Corporation &, Authorized Capital
     Increase to 50,000,000 Incorporated by reference from Form S-8 as filed
     July 10, 1998
3.3  Amended Articles - Name Change to YP.Net, Inc.Incorporated by reference
     from Form10-KSB Exhibit # 3.3 for the fiscal year ended September 30, 1999
3.4  Certificate of Designation - Series B preferred shares. Incorporated by
     reference from Form 10-_KSB for the fiscal year ended September 30, 1999
3.5  Bylaws of Renaissance International Group, Ltd.Incorporated by reference
     from Form 10-QSB as filed May 6, 1998
3.6  Addendum to Bylaws to add office of Vice Chairman. Incorporated by
     reference from Form 10-KSB Exhibit #3.6 for the fiscal year ended September
     30, 1999
3.7  Certificate of Designation - Series E Preferred Stock
10.1 1998 Stock Option Plan. Incorporated by reference from Form S-8 as filed
     August 17,1999
10.2 2002 Stock Option Plan

10.5 Federal Trade Commission Settlement Agreement. Incorporated by reference
     from form 10-QSB Exhibit #10.5 for the quarter ended June 30, 2001
10.6 Hudson Consulting Group, Inc. Settlement Agreement. Incorporated by
     reference from Form 10-QSB Exhibit #10.6 for the quarter ended June 30,
     2001



10.10 Acxiom Licensing Agreement
10.11 Info USA Master Database and Services Agreement
10.12 Experian Database Extract License Agreement
10.13 Standard Industrial/Commercial Multi-Tenant Lease between the Company Art
      Grandlich dba McKellips Corporate Square. Incorporated by reference from
      Form 10-KSB Exhibit #10.5 for the fiscal year ended September 30, 1999
10.14 Amendment to the Lease between the Company and Art Grandlich dba McKellips
      Corporate Square and Addendum to Sublease Agreements
10.15 Stock Purchase Agreement between the Company, Morris & Miller, Mathew &
      Markson and Telco Billing dated September 21, 1998. Incorporated by
      reference from Form 8-K/A as filed March 29, 1999
10.16 Amendment One to Stock Purchase Agreement between the Company, Morris &
      Miller, Mathew & Markson and Telco Billing
10.17 Second Amendment to Stock Purchase Agreement between the Company, Morris &
      Miller, Mathew & Markson and Telco Billing
10.18 License Agreement between the Company and Mathew & Markson. Incorporated
      by reference from Form 8-K/A as filed March 29, 1999
10.19 Sunbelt  Executive  Consulting  Agreement
10.20 AMCS  Executive  Consulting  Agreement
10.21 AIM  Executive  Consulting  Agreement
10.22 BESI  Mail  Marketing  Agreement
10.23 Agreement between the Company and Integretel, Inc. Incorporated by
      reference from Form 10-KSB Exhibit # 10.23 for the fiscal year ended
      September 30, 2001
10.29 Level 3 Communications
10.30 Agreement dated November 1, 2000 between Intelligenx, Inc. d/b/a i411.com
      and YP.Net
10.31 Forebearance Letter Agreement dated February 8, 2001 between Telco and
      Finova Capital Corporation
10.32 S.G. Martin Securities LLC agreement with investment banker
10.33 ACI Communications, Inc.
10.34 InfoUSA, Inc. Database and Services Agreement-Annual Fee

11    Statement Regarding Computation of Per Share Earnings: Incorporated in
      Item 7 of the Audited Financial Statements for period ending September 30,
      2000 and September 30, 2001

21   Subsidiaries of YP.Net, Inc.

99.1 Sarbannes-Oxley Certificaitons




REPORTS ON FORM 8-K

a Form 8-K was filed on May 17, 2002 which disclosed that Harold Roberts had
resigned from the Board of Directors and that Peter Bergmann had joined the
Board of Directors.

- -A Form 8-K was filed on August 14, 2002 wherein Angelo Tullo, the Chairman, CEO
and President of the Company certified the Company's financial records pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

- -A Form 8-K was filed on September 3, 2002 which disclosed the appointment of
David J. Iannini as Chief Financial Officer.


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  YP.NET, INC.



Dated:  March 31, 2003           By  /s/  Angelo Tullo
                                     --------------------------------------
                                       Angelo Tullo, Chairman of the Board
                                       (Principal Executive Officer)

Dated:  March 31, 2003               /s/  David Iannini
                                     --------------------------------------
                                       Chief Financial Officer
                                       (Principal Accounting Officer)





                               BOARD OF DIRECTORS



Dated: March 31, 2003            By  /s/  Angelo Tullo
                                     --------------------------------------
                                       Angelo Tullo


                                       27
<PAGE>
Dated: March 31, 2003            By  /s/  Gregory B. Crane
                                     --------------------------------------
                                        Gregory B. Crane


Dated: March 31, 2003            By  /s/  Daniel L. Coury, Sr.
                                     --------------------------------------
                                        Daniel L. Coury, Sr.


Dated: March 31, 2003            By  /s/  Peter Bergmann
                                     --------------------------------------
                                        Peter Bergmann


Dated: March 31, 2003            By  /s/  DeVal Johnson
                                     --------------------------------------
                                        DeVal Johnson


                                       28
<PAGE>
                                 CERTIFICATIONS

I, Angelo Tullo, Chairman of YP.Net, Inc., certify that:

1.   I have reviewed this annual report an Form 10-KSB of YP.Net, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying Officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as pf the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function);

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 31, 2003               /s/ Angelo Tullo
                                      Angelo Tullo
                                      Chairman


                                       29
<PAGE>
                                 CERTIFICATIONS

I, David Iannini, Chief Financial Officer of YP.Net, Inc., certify that:

2.   I have reviewed this annual report an Form 10-KSB of YP.Net, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

7.   The registrant's other certifying Officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as pf the Evaluation Date;

8.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function);

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

9.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  March 31, 2003               /s/ David Iannini
                                      David Ianninil,
                                      Chief  Financial  Officer


                                       30
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.7
<SEQUENCE>3
<FILENAME>doc3.txt
<TEXT>
                                                                     Exhibit 3.7

                           CERTIFICATE OF DESIGNATION

     Angelo  Tullo  certifies  that he is the President and DeVal Johnson is the
Secretary  of YP.Net, Inc., a Nevada corporation (hereinafter referred to as the
"Corporation")  and  that  pursuant  to  the  Corporation's  Certificate  of
Incorporation, as amended, and Section 78.1955 of the Nevada General Corporation
Law, the Board of Directors of the Corporation adopted the following resolutions
effective  on  May 31, 2002, and that none of the shares of Series E Convertible
Preferred Stock referred to in this Certificate of Designation have been issued.

________________________________________________________________________________

          A.     Creation  of  Series  E  Convertible  Preferred  Stock
                 ------------------------------------------------------

     There  is  hereby created a series of preferred stock consisting of 200,000
shares,  par  value  $0.001 and designated as the Series E Convertible Preferred
Stock  ("Preferred  Stock"),  having  the  voting powers, preferences, relative,
participating,  limitations,  qualifications,  optional and other special rights
and  the qualifications, limitations and restrictions thereof that are set forth
below.

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

          (a)     The  holders  of  outstanding  shares  of Series E Convertible
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 or other distribution 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:
Series  E  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.    Dividends  shall  accumulate from the date of
issuance,  until the first payment date, at which time all accumulated dividends
and  dividends  from  the  date  of  issuance shall be paid if funds are legally
available  at  such  time.  If  funds  are  not  legally available at such time,
dividends  shall  continue  to  accumulate  until  they can be paid from legally
available  funds.

          (b)     The  dividends  on the Series E Convertible Preferred Stock at
the rate provided above shall be cumulative whether or not earned so that, if at
any  time  full  cumulative dividends at the rate aforesaid on all shares of the
Series  E  Convertible  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  E Convertible Preferred Stock for the then current dividend period shall
not  have  been  paid  or  declared and set apart for payment, the amount of the
deficiency  shall  be  paid  or  declared and set apart for payment (but without
interest  thereon)  before  any  sum  shall  be  set apart for or applied by the
Corporation  or  a  subsidiary of the Corporation to the purchase, redemption or
other  acquisition of any shares of any other class of stock ranking on a parity
with  the  Series  E Convertible Preferred Stock ("Parity Stock") and before any
dividend  or  other  distribution  shall  be


<PAGE>
                                        2


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  on all shares of the Series E Convertible Preferred
Stock  shall  begin  to  accrue  and  be  cumulative  from and after the date of
issuance  thereof.  A  dividend  period  shall  be deemed to commence on the day
following  a  quarterly dividend payment date herein specified and to end on the
next  succeeding  quarterly  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 the
Series  E  Convertible  Preferred  Stock shall be entitled to receive out of the
assets  of  the Corporation, before any 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,  plus  any  accrued  but  unpaid dividends (or, if there be an
insufficient amount to pay all Series E Convertible Preferred Stockholders, then
ratably  among  such  holders).

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

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

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

          (a)    HOLDER'S  RIGHT  TO  CONVERT.

                    (i)     Conversion.  The  record  Holder  of  the  Series  E
Convertible  Preferred Stock shall be entitled, after two years from the initial
issuance  of  the  Series  E  Convertible  Preferred Stock and from time to time
thereafter,  at the office of the Company or any transfer agent for the Series E
Convertible  Preferred  Stock,  to  convert  all  or  portions  of  the Series E
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 $0.45 per
converted  share.

                    (ii)     Mechanics of Conversion. In order to convert Series
E 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 Conversion") to the Company, which notice shall
specify  the  number  of  shares  of  Series E 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 therefore, duly
endorsed,  and  deliver  the  original  Notice of Conversion by either overnight
courier  or  2-day  courier,  to  the  office  of  the  Company


<PAGE>
                                        3


or  of any transfer agent for the Series E Convertible Preferred Stock, together
with payment by certified or bank check for $0.45 per converted share; provided,
however,  that  the  Company  shall  not  be  obligated  to  issue  certificates
evidencing  the  shares  of  Common  Stock  issuable upon such conversion unless
either the certificates evidencing such Series E Convertible Preferred Stock are
delivered  to  the Company or its transfer agent as provided above or the Holder
notifies  the  Company  or  its  transfer agent that such certificates have been
lost,  stolen or destroyed. Upon receipt by the Company of evidence of the loss,
theft,  destruction  or  mutilation  of  the certificate or certificates ("Stock
Certificates")  representing  shares of Series E Convertible Preferred Stock and
(in  the case of loss, theft or destruction) of indemnity or security reasonably
satisfactory  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 E 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 E
Convertible  Preferred  Stock  being  so  converted  and  (ii)  a  certificate
representing  the  balance of the shares of Series E 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 E Convertible Preferred Stock, the Holder shall
promptly deliver original Stock Certificates representing the shares of Series E
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  E Convertible Preferred Stock, there shall be any merger, consolidation,
exchange  of 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 E Convertible Preferred Stock shall thereafter have the right to purchase
and  receive  upon  conversion of Series E 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
shares 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


<PAGE>
                                        4


purchasable and receivable upon the conversion of Series E 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  E 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 E 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 E Convertible Preferred Stock
such  shares  of  stock  and/or  securities as, in accordance with the foregoing
provisions,  the  Holders  of  the  Series  E 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.


IN  WITNESS  WHEREOF,  the Company has caused this Certificate of Designation of
Series  E  Convertible  Preferred Stock to be duly executed by its President and
attested  to by its Secretary this 25th day of June, 2002, who, by signing their
names hereto, acknowledge that this Certificate of Designation is the act of the
Company  and state to the best of their knowledge, information and belief, under
the  penalties  of  perjury,  that  the  above matters and facts are true in all
material  respects.


                                        YP.NET, INC.


                                        /s/ ANGELO TULLO
                                        ----------------
                                        Angelo Tullo,
                                        President


                                        /s/ DEVAL JOHNSON
                                        -----------------
                                        DeVal Johnson,
                                        Secretary


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc4.txt
<TEXT>
                                                                    Exhibit 10.2

                                   YPNET, INC.
               EMPLOYEES', OFFICERS & DIRECTORS' STOCK OPTION PLAN
                                TABLE OF CONTENTS

        Table  of  Contents                                                  1,2
        Purpose
2       Definitions                                                          3
2.1     Accrued  Installment                                                 3
2.2     Affiliate                                                            3
2.3     Board                                                                3
2.4     Code                                                                 3
2.5     Company                                                              3
2.6     Common  Stock                                                        3
2.7     Compensation  Committee                                              3
2.8     Disabled  or  Disability                                             3
2.9     Eligible  Recipient                                                  4
2.10    Fair  Market  Value                                                  4
2.11    Family  Member                                                       4
2.12    Incentive  Stock  Option                                             4
2.13    Nonqualified  Stock  Option                                          4
2.14    Optionee                                                             4
2.15    Option  Price                                                        4
2.16    Participant                                                          4
2.17    Plan                                                                 5
2.18    Plan  Administrators                                                 5
2.19    Restricted  Stock                                                    5
2.20    Stock  Option                                                        5
3.      Stock  Options  Under  the  Plan                                     5
4.      Effective  Date  of  Plan                                            5
5.      Term  of  Plan                                                       5
6.      Administration                                                       5
7.      Eligibility                                                          7
8.      Shares  Subject  to  the  Plan                                       7
8.1     Available  Shares                                                    7
8.2     Capital  Structure  Adjustments                                      8
9.      Terms  and  Conditions  of  Stock  Options                           8
9.1     Number  of  Shares  Subject  to  Stock  Option                       8
9.2     Stock  Option  Price                                                 8
9.3     Notice  and  Payment                                                 9
9.4     Non-Transferability  of  Options                                     10
9.5     Exercise  of  Stock  Option                                          10
9.6     Term  of  Stock  Option                                              11
9.7     Limit  on  Incentive  Stock  Options                                 12
9.8     No  Fractional  Shares                                               12
9.9     Exercisable  in  the  Event  of  Death                               12
9.10    Modification,  Extension,  and  Renewal  of  Stock Options           13
9.11    Loans                                                                13
9.12    Cash  Payments                                                       13
10.     Restricted  Stock                                                    14
10.1    General                                                              14
10.2    Awards  and  Certificates                                            14
10.3    Restrictions  and  Conditions                                        15


                                        1
<PAGE>
11.     Termination  or  Amendment  of  the  Plan                            15
11.1    Amendment  to  Plan                                                  15
11.2    Effect  of  Termination  of  Plan  on Outstanding Stock Options or
        Restricted  Stock                                                    16
11.3    Stockholder  Approval  for  Amendment  to  Plan                      16
12.     Indemnification                                                      16
13.     Withholding                                                          16
13.1    Irrevocable  Election                                                17
13.2    Approval  by  Plan  Administrators                                   17
13.3    Timing  of  Election                                                 17
13.4    Timing  of  Delivery                                                 17
13.5    Terms  in  Agreement                                                 17
14.     General  Provisions                                                  18
14.1    Transfer  of  Common  Stock                                          18
14.2    Reservation  of  Shares  of  Common  Stock                           18
14.3    Restrictions  on  Issuance  of  Shares                               18
14.4    Notices                                                              18
14.5    Representations  and  Warranties                                     19
14.6    No  Enlargement  of  Employee  Rights                                19
14.7    Restrictions  on  Issuance  of  Shares,  Options  &  Awards          19
14.8    Legends  on  Stock  Certificates                                     20
14.9    Remedies                                                             20
14.10   Invalid  Provisions                                                  20
14.11   Applicable  Law                                                      21
14.12   Successors  and  Assigns                                             21
14.13   Rights  as  a  Stockholder  or  Employee                             21
        Attestation                                                          21


                                        2
<PAGE>
                                  YP.NET, INC.
              EMPLOYEES', OFFICERS' & DIRECTORS' STOCK OPTION PLAN
                                 APRIL 10, 2002

1.   Purpose. The purpose of this YP.Net, Inc. (the "Company") Employees',
     Officers' and Directors' Stock Option Agreement (the "Plan") is to
     strengthen YP.Net and to further the growth and development of the Company
     by providing additional means of attracting and retaining competent
     managerial personnel, exclusively as an incentive, to directors, officers,
     and employees of the Company who are in a position to contribute materially
     to the prosperity of the Company, to participate in the long-term growth of
     the Company by receiving the opportunity to acquire shares of the Common
     Stock of the Company, and to provide for additional compensation based on
     appreciation in the Company's shares. The Plan provides a means to increase
     such persons' interests in the Company's welfare, to encourage them to
     continue their services to the Company or its subsidiaries, and to attract
     individuals of outstanding ability to enter the employment of the Company
     or its subsidiaries.

2.   Definitions. The following definitions are applicable to the Plan:

2.1  Accrued Installment. Any exercisable portion of a Stock Option granted
     under the Plan.

2.2  Affiliate. Any subsidiary corporation of the Company, as such term is
     defined in Sections 424(e) and (f), respectively, of the Code.

2.3  Board. The Board of Directors of the Company.

2.4  Code. The Internal Revenue Code of 1986, as amended from time to time.

2.5  Company. YP.Net, a Nevada corporation.

2.6  Common Stock. The shares of the $.001 par value common stock of YP.Net.

2.7  Compensation Committee. A Committee selected by the Board that shall
     administer the Plan pursuant to the terms hereof.

2.8  Disabled or Disability. A Participant shall be deemed to be Disabled if he
     or she is unable to engage in any substantial gainful activity by reason of
     any medically determinable physical or mental impairment that can be
     expected to result in death or that has lasted or can be expected to last
     for a continuous period of not less than thirty (30) consecutive days. The
     determination of whether an individual is Disabled or has a Disability
     shall be determined under procedures established by the Plan
     Administrators.


                                        3
<PAGE>
2.9  Eligible Recipient. Shall have the meaning assigned to it in Section 7
     hereof.

2.10 Fair Market Value. For purposes of the Plan, the Fair Market Value of any
     share of Common Stock of the Company at any date shall be determined based
     on the following: (a) if the Common Stock is listed on an established stock
     exchange or exchanges or reported by NASDAQ, the last reported sale price
     per share on the last trading day immediately preceding such date on the
     principal exchange on which it is traded, or if no sale was made on such
     day on such principal exchange, at the closing reported bid price on such
     day on such exchange, or (b) if the Common Stock is not then listed on an
     exchange, the last reported sale price per share on the last trading day
     immediately preceding such date reported by NASDAQ, or if sales are not
     reported by NASDAQ or no sale was made on such date, the average of the
     closing bid and asked price per share for the Common Stock in the
     over-the-counter market as quoted by NASDAQ on the day prior to such date,
     or (c) if the Common Stock is not publicly traded at the time and a Stock
     Option or Restricted Stock Option is granted under the Plan, Fair Market
     Value shall be deemed to be the fair value of the Common Stock as
     determined by the Plan Administrators after taking into consideration all
     factors that it deems appropriate, including, without limitation, recent
     sale and offer prices of the Common Stock in private transactions
     negotiated at arm's-length.

2.11 Family Member. For purposes of the Plan, Family Member means a
     Participant's spouse, stepchildren, in-laws, ancestors and lineal
     ascendants and descendants. In addition, a Family Member shall be deemed to
     include a corporation, partnership, limited liability company, or trust
     whose only stockholders, partners, members or beneficiaries are the
     specified person and/or the specified person's spouse, stepchildren,
     in-laws, ancestors and lineal ascendants and/or descendants.

2.12 Incentive Stock Option. 'Any Stock Option intended to be and designated as
     an "incentive stock option" within the meaning of Section 422 of the Code.

2.13 Nonqualified Stock Option. Any Stock Option that is not an Incentive Stock
     Option.

2.14 Optionee. The recipient of a Stock Option.

2.15 Option Price. The exercise or purchase price for any Stock Option awarded
     under the Plan.

2.16 Participant. Any Eligible Recipient selected by the Plan Administrators,
     pursuant to the Plan Administrator's authority in Section 7 herein, or by
     the Board, to receive grants of Stock Options, Restricted Stock awards or
     any combination of the foregoing.


                                        4
<PAGE>
2.17 Plan. The YP.Net, Inc. Employees' Stock Option Plan, as amended from time
     to time.

2.18 Plan Administrators. The Company's Compensation Committee, as designated
     pursuant to Section 6 hereof, who is authorized to administer, construe and
     interpret the terms of the Plan.

2.19 Restricted Stock. Any option granted pursuant to Section 10 hereof of
     shares of Common Stock subject to certain restrictions.

2.20 Stock Option. Any option to purchase shares of Common Stock pursuant to
     Section

3.   Stock Options Under the Plan. Two types of Stock Options (referred to
     herein as Stock Options', without distinction between such two types) may
     be granted under the Plan: Provided, Stock Options intended to qualify
     shall be either Incentive Stock Options or Nonqualified Stock Options.

4.   Effective Date of Plan. The Plan shall be adopted and become effective on
     the date of execution specified below (the "Effective Date").

5.   Term of Plan. Unless sooner terminated by the Board in its sole discretion,
     the Plan will expire and no Stock Options or Restricted Stock awards may be
     granted hereunder on and after ten (10) years from the Effective Date (the
     Plan Termination Date").

6.   Administration. 1. The Plan shall be administered by a majority of the
     Compensation Committee, who shall be known as the "Plan Administrators."
     The Actions of the Plan Administrators shall be subject to and under review
     by the Company's Board of Directors. The Compensation Committee shall
     consist of not fewer than two (2) members of the Board, all of whom shall
     be persons who, in the opinion of counsel to the Company, are outside
     directors and 'non-employee directors" within the meaning of Rule
     16b-3(b)(3)(i) promulgated pursuant to the Securities Exchange Act of 1934,
     as amended. from time to time. The Board may increase or decrease (to not
     less than two members) the size of the Compensation Committee, and add
     additional members to, or remove members from, the Compensation Committee.
     The Compensation Committee shall act pursuant to a majority vote or the
     unanimous written consent of its members and minutes shall be kept of all
     of its meetings and copies thereof shall be provided to the Board upon
     request of the Board. Subject to the provisions of the Plan as of the date,
     hereof as adopted by the Board, the Compensation Committee may establish
     and follow such rules and regulations for the conduct of its business as it
     may deem advisable.


                                        5
<PAGE>
     No member of the Compensation Committee shall be liable for any action or
     determination undertaken or made in good faith with respect to the Plan or
     any agreement executed pursuant to the Plan. Subject to the provisions of
     the Plan, the Plan Administrators shall have the sole authority and
     discretion:

     (a) to select those Eligible Recipients who shall be Participants, who may
     be nominated by the President, Chairman, or Chief Financial Officer.

     (b) to determine under what terms and whether and to what extent Stock
     Options, whether of Restricted or Registered Stock, or a combination of the
     foregoing, are to be granted hereunder to Participants;

     (c) to determine the number of shares of Common Stock to be covered by each
     such option granted hereunder;

     (d) in determining the number of shares of Common Stock to be optioned
     pursuant to the granting of Stock Options, in addition to the formulaic
     grants described hereinafter in Section 6.1(c), the Plan Administrators
     shall take into account as to any Eligible Recipient whose performance
     merits it, those factors including, without limitation, the Eligible
     Recipient's tenure with the Company, responsibility level, performance,
     potential and cash compensation level.

     (e) to determine the terms and conditions, not inconsistent with the terms
     of the Plan, of any option granted hereunder (including, but not limited to
     the restrictions applicable to Restricted Stock awards and the conditions
     under which restrictions applicable to such Restricted Stock shall lapse);

     (f) to determine the terms and conditions, not inconsistent with the terms
     of the Plan, that shall govern all written instruments evidencing the Stock
     Options, Restricted Stock or any combination of the foregoing granted
     hereunder to Participants; and

     (g) to reduce the exercise price of any Stock Option to the then current
     Fair Market Value, but to not less than $1.00, if the Fair Market Value of
     the Common Stock covered by such Stock Option has declined since the date
     such Stock Option was granted.

2.   The Plan Administrators shall have the authority, in their sole discretion,
     to adopt, alter and repeal such administrative rules, guidelines and
     practices governing the Plan as they shall from time to time deem
     advisable; to interpret the terms and provisions of the Plan and any option
     issued under the Plan (and any agreements relating thereto); and to
     otherwise supervise the administration of the Plan.


                                        6
<PAGE>
3.   All decisions made by the Plan Administrators pursuant to the provisions of
     the Plan shall be final, conclusive and binding on all persons, including
     the Company and the Participants.

7.   Eligibility. Any of the following individuals shall be eligible to receive
     Stock Options of Restricted or Registered Stock under the Plan (each, an
     "Eligible Recipient"): (i) any employee, officer or member of the Board of
     Directors of the Company or an Affiliate and (ii) any consultant or
     professional employed by the Company or an Affiliate; provided, however,
     that no person who owns stock possessing more than 10% of the total
     combined voting power of alt classes of stock of the Company or any of its
     parent or subsidiary corporations shall be eligible to receive an Incentive
     Stock Option under the Plan unless at the lime such Stock Option is granted
     the Option Price (determined in the manner provided in Section 9.2 hereof)
     is at least 110% of the Fair Market Value of the shares subject to the
     Stock Option and such Stock Option by its terms is not exercisable after
     the expiration of live (5) years from the date such Stock Option is
     granted. Any Participant may receive more than one Stock Option or
     Restricted Stock Option under the Plan.

8.   Shares Subject to the Plan.

8.1  Available Shares. The shares received and available for issuance tinder the
     Plan shall be shares of the Company's authorized but unissued. or
     reacquired. Common Stock. Subject to adjustment as provided in Section 8.2
     hereof, the aggregate number of shares that may be issued under the Plan
     shall not exceed a total of Three Million (3,000,000) shares of the
     Company's Common Stock. In the event that (i) the grant of any Stock Option
     under the Plan for any reason expires, is terminated or surrendered without
     being exercised in full or is exercised or surrendered without the
     distribution of shares or (ii) any shares of Common Stock subject to any
     Restricted Stock Option granted hereunder are forfeited, such shares of
     Common Stock allocable to the unexerciscd portion of the Stock Option or
     the Restricted Stock award shall again be available for issuance in
     connection with future awards tinder the Plan. if any shares of Common
     Stock have been pledged as collateral for indebtedness incurred by a
     Participant in connection with the exercise of a Stock Option and such
     shares are returned to the Company in satisfaction of such indebtedness,
     such shares shall again be available for issuance in connection with future
     options under the Plan. In the event any portion of a Stock' Option is
     exercised pursuant to a "stock-for-stock exercise" as provided in
     Subsection 9.3(h), the shares of Common Stock surrendered thereby shall
     again be available for grant and distribution under the Plan as if no Stock
     Option had been granted with respect to such shares. The maximum number of
     shares of Common Stock that shall be issuable upon the exercise dl' any and
     all Options granted to any one individual pursuant to this Plan shall not
     exceed 30% of the total number of shares eligible to be issued.


                                        7
<PAGE>
8.2  Capital Structure Adjustments. Except as otherwise provided herein, in the
     event of a stock dividend (but only on Common Stock), stock split, reverse
     stock split, recapitalization, reorganization, merger, consolidation,
     separation, or like change in the corporate or capital structure of the
     Company affecting the stock or securities of the Company, appropriate and
     proportionate capital structure adjustments shall be made in (i) the
     aggregate number of shares of Common Stock reserved for issuance under the
     Plan, (ii) the kind, number and Option Price of shares subject to
     outstanding Stock Options granted under the Plan, and (iii) the kind,
     number and purchase price of shares issuable pursuant to awards of
     Restricted Stock. The foregoing adjustments shall be made by the Plan
     Administrators, in their sole discretion, the determination of which in
     that respect shall be final, binding, and conclusive; provided that each
     Incentive Stock Option granted pursuant to the Plan shall not be adjusted
     in a manner that causes it to fail to continue to qualify as an Incentive
     Stock Option. In the event of a liquidation, a merger, reorganization, or
     consolidation of the Company with any other corporation in which the
     Company is not the surviving corporation or the Company becomes a
     wholly-owned subsidiary of another corporation, any unexercised Stock
     Option rights theretofore granted under the Plan shall be (i) assumed by
     any surviving corporation or similar stock options shall be substituted
     therefore, or (ii) such Stock Options shall continue in full force and
     effect.

9.   Terms and Conditions of Stock Options. Stock Options granted under the Plan
     shall be evidenced by agreements (which need not be identical and which may
     include the agreement of the Optionee to be responsible for the Optionee's
     assumption and payment of any tax assessment and/or liability) in such form
     and containing such provisions that are consistent with the Plan as the
     Plan Administrators shall from time to time approve. Such agreements may
     incorporate all or any of the terms hereof by reference and shall comply
     with and be subject to the following terms and conditions:

9.1  Number of Shares Subject to Stock Option. Each Stock Option agreement shall
     specify the number of shares subject to the Stock Option.

9.2  Stock Option Price. The Option Price for the shares subject to any Stock
     Option shall be such amount as is determined by the Plan Administrators.
     Anything to the contrary contained herein notwithstanding, the Option Price
     for the shares subject to any Nonqualified Stock Option or any Incentive
     Stock Option shall not be less than $1.00 or 100% of the Fair Market Value
     of the shares of Common Stock of the Company on the date the Stock Option
     is granted, whichever is greater. In the case of an Incentive Stock Option


                                        8
<PAGE>
     granted to an employee who owns stock possessing more than 10% of the total
     combined voting power of all classes of stock of the Company or any of its
     parent or subsidiary corporations, the Option Price shall not be less than
     $1 .10 or 110% of the Fair Market Value of the shares of Common Stock of
     the Company on the date the Stock Option is granted, which ever is greater.

9.3  Notice and Payment. Any exercisable portion of a Stock Option may be
     exercised only by:

     (a) delivery of a written notice to the Company, prior to the time when
     such Stock Option becomes unexercisable under Section 9.6 hereof, stating
     the number of shares being purchased and complying with all applicable
     rules established by the Plan Administrators;

     (b) payment in full of the Option Price of such Option by, as applicable;
     (i) cash or check for an amount equal to the aggregate Option Price for the
     number of shares being purchased; (ii) in the discretion of the Plan
     Administrators, upon such terms as the Plan Administrators shall approve, a
     copy of instructions to a broker directing such broker to sell the Common
     Stock for which such Stock Option is exercised, and to remit to the Company
     the aggregate Option Price of such Stock Option (a "cashless exercise");
     (iii) in the discretion of the Plan Administrators, upon such terms as the
     Plan Administrators shall approve, the Optionee may pay all or a portion of
     the Option Price for the number of shares being purchased by tendering
     shares of the Company's Common Stock owned by the Optionee, duly endorsed
     for transfer to the Company, with a Fair Market Value on the date of
     delivery equal to the aggregate Option Price of the shares with respect to
     which such Stock Option or portion is thereby exercised (a "stock-for-stock
     exercise"); or (iv) in any other form of legal consideration that may be
     acceptable to the Plan Administrators ("other legal consideration");

     (c) payment of the amount of tax required to be withheld (if any) by the
     Company or any parent or subsidiary corporation as a result of the exercise
     of a Stock Option. At the discretion of the Plan Administrators, upon such
     terms as the Plan Administrators shall approve, the Optionee may pay all or
     a portion of the tax withholding by; (i) cash or check payable to the
     Company; (ii) cashless exercise; (iii) stock-for-stock exercise; (iv) other
     legal consideration; or (v) a combination of (i), (ii), (iii) and (iv); and

     (d) delivery of a written notice to the Company requesting that the Company
     direct the transfer agent to issue to the Optionee (or to his designee) a
     certificate for the number of shares of Common Stock for which the Stock
     Option was exercised or, in the case of a cashless exercise, for any shares
     that were not sold in the cashless exercise.


                                        9
<PAGE>
     Notwithstanding the foregoing, the Company, subject to the provisions of
     Section 9.11 hereof, may extend and maintain, or arrange for the extension
     and maintenance of, credit to any Optionee to finance the Optionee's
     payment of the Option Price upon the exercise of any Stock Option, on such
     terms as may be approved by the Plan Administrators, subject to applicable
     regulations of the Federal Reserve Board and any other laws or regulations
     in effect at the time such credit is extended. The Plan Administrators may,
     at any time and in their discretion, authorize a cash payment, determined
     in accordance with Section 9.12, which shall not exceed the amount required
     to pay in full the federal, state and local tax consequences of an exercise
     of any Stock Option granted under the Plan.

9.4  Non-Transferability of Options.

     (a) Generally. No Stock Option granted under this Plan shall be assignable
     or transferable, directly or indirectly, by an Optionee other than by will
     or the laws of descent and distribution, and such Stock Option may be
     exercised during the Optionee's lifetime only by the Optionee, or in the
     event of death or Disability, by the Optionee's legal representative or
     personal representative.

     (b) Exceptions. Notwithstanding Section 9.4(a), a Nonqualified Stock Option
     may be transferred to a Family Member of the Optionee. In the case of a
     transfer pursuant to this Section, the remaining provisions of this Plan
     and the terms of any Stock Option agreement under this Plan shall continue
     to apply as if the Optionee retained ownership of the Stock Option.

9.5  Exercise of Stock Option. The Plan Administrators shall have the power to
     set the time or times within which each Stock Option shall be exercisable
     and to accelerate the time or times of exercise. To the extent that an
     Optionee has the right to exercise a Stock Option and purchase shares
     pursuant thereto, the Stock Option may be exercised from time to time as
     provided in this Section 9.5. Subject to the actions, conditions and/or
     limitations set forth in this Plan and/or any applicable Stock Option
     agreement entered into hereunder, Stock Options granted under this Plan
     shall be exercisable in accordance with the following rules:

     (a) Subject in all cases to the provisions of Sections 8 and 9.6 hereof,
     Stock Options shall vest and become exercisable as determined by the Plan
     Administrators; provided, however that by a resolution adopted after a
     Stock Option is granted the Plan Administrators, may, on such terms and
     conditions as the Plan Administrators may determine to be appropriate,
     accelerate the time at which such Stock Option or installment thereof may
     be exercised.


                                       10
<PAGE>
     (b) Subject to the provisions of Sections 8 and 9.6 hereof, a Stock Option
     may be exercised when and to the extent such Stock Option becomes an
     Accrued Installment as provided in the terms under which such Stock Option
     was granted and at any time thereafter during the term of such Stock
     Option; provided, however, that in no event shall any Stock Option be
     granted after the Plan Termination Date.

9.6  Term of Stock Option. Any unexercised Accrued Installment of any Stock
     Option granted hereunder shall expire and become unexercisable and no Stock
     Option shall be exercisable after the earliest of:

     (a) ten (10) years from the date of grant; or

     (b) the expiration date of the Stock Option established by the Plan
     Administrators at the time of grant of any Stock Option; or

     (c) thirty (30) days following the effective date of the termination of
     employment or directorship (if such individual is not then an officer or
     employee of the Company) with the Company or any Affiliate, as the case may
     be, of an Optionee for any reason other than death or Disability (the
     "Termination Date"). The Plan Administrators, in their sole discretion, may
     extend such thirty (30) day period for a period following the Termination
     Date, but in no event beyond ten years from the date of grant. Any
     installments under Stock Options that have not accrued (become vested) as
     of said Termination Date shall expire and become unexercisable as of said
     Termination Date. The Plan Administrators, in their sole discretion, may
     vest any installments under Stock Options. Unless otherwise determined by
     the Plan Administrators in their sole discretion, any portion of a Stock
     Option that expires hereunder shall remain unexercisable and be of no
     effect whatsoever after such expiration notwithstanding that such Optionee
     may be reemployed by, or again become a director of, the Company or a
     subsidiary thereof, as the case may be; or

     (d) notwithstanding the foregoing provisions of this Section 9.6, in the
     event of the death of an Optionee while an employee, consultant, officer or
     director of the Company or any Affiliate, as the case may be, or in the
     event of the termination of employment, directorship or a contract to
     render services to the Company by reason of the Optionee's Disability, any
     unexercised Accrued Installment of the Stock Option granted hereunder to
     such Optionee shall expire and become unexercisable as of the earlier of:
     (i) the expiration date of the Stock Option established by the Plan
     Administrators at the time of grant of any Stock Option; (ii) ten (10)
     years from the date of grant;


                                       11
<PAGE>
     or (iii) eighteen (18) months after the date of death of such Optionee (if
     applicable) and one (1) year after the date of the termination of
     employment or directorship by reason of Disability (if applicable). Any
     installments under a deceased Optionee's Option that have not become
     exercisable as of the date of his or her death shall expire and become
     unexercisable as of said date of termination of employment as a result of
     death or Disability. For purposes of this Subsection 9.6(d), an Optionee
     shall be deemed employed by the Company or any of its subsidiaries, as the
     case may be, during any period of leave of absence from active employment
     as authorized by the Company or any of its subsidiaries, as the case may
     be; or

     (e) in the case of an Incentive Stock Option granted to an employee who
     owns stock possessing more than 10% of the total combined voting power of
     all classes of stock of the Company or any of its parent or subsidiary
     corporations, the term set forth in Subsection 9.6(a), above, shall not be
     more than five years after the date the Stock Option is granted.


9.7  Limit on Incentive Stock Options. The aggregate Fair Market Value
     (determined at the time the Incentive Stock Option is granted) of the
     Common Stock with respect to which Incentive Stock Options granted under
     this Plan are exercisable for the first time by an Optionee during any
     calendar year shall not exceed $300,000. To the extent that the aggregate
     Fair Market Value (determined at the time the Stock Option is granted) of
     the Common Stock with respect to which Incentive Stock Options are
     exercisable for the first time by an Optionee during any calendar year
     (under all Incentive Stock Option plans of the Company and any parent or
     subsidiary corporations) exceeds $300,000, such Stock Options shall be
     treated as Nonqualified Stock Options. The determination of which Stock
     Options shall be treated as Nonqualified Stock Options shall be made by
     taking Stock Options into account in the order in which they were granted.

9.8  No Fractional Shares. In no event shall the Company be required to issue
     fractional shares upon the exercise of a Stock Option.


9.9  Exercisable in the Event of Death. In the event of the death of the
     Optionee, any such Accrued Installment of a deceased Optionee may be
     exercised prior to its expiration pursuant to Section 9.6 by (and only by)
     the Optionee's personal representatives, heirs, or legatees or other person
     or persons to whom the Optionee's rights shall pass by will or by the laws
     of the descent and distribution, if applicable, subject, however, to all of
     the terms and conditions of this Plan and the applicable Stock Option
     agreement governing the exercise of Stock Options granted hereunder.


                                       12
<PAGE>
9.10 Modification, Extension, and Renewal of Stock Options. Subject to the terms
     and conditions and within the limitations of the Plan, the Plan
     Administrators may modify, extend, or renew outstanding Stock Options
     granted under the Plan, accept the surrender of outstanding Stock Options
     (to the extent not theretofore exercised) and authorize the granting of new
     Stock Options in substitution therefore (to the extent not theretofore
     exercised). The Plan Administrators may modify any outstanding Stock
     Options so as to specify a lower Option Price. The Plan Administrators
     shall not, however, without the consent of the Optionee, modify any
     outstanding Incentive Stock Option in any manner that would cause the Stock
     Option not to qualify as an Incentive Stock Option. Notwithstanding the
     foregoing, no modification of a Stock Option shall, without the consent of
     the Optionee, alter or impair any rights of the Optionee under the Stock
     Option.


9.11 Loans. The Company may extend and maintain, or arrange for the extension
     and maintenance of, credit to any Optionee to finance the Optionee's
     purchase of shares pursuant to the exercise of any Stock Option, on such
     terms as may be approved by the Plan Administrators, subject to applicable
     regulations of the Federal Reserve Board and any other laws or regulations
     in effect at the time such credit is extended, either on or after the date
     of grant of such Stock Option. Such loans may be either in connection with
     the grant or exercise of any Stock Option, or in connection with the
     payment of any federal, state and local income taxes in respect of income
     recognized upon exercise of a Stock Option. The Plan Administrators shall
     have full authority to decide whether to make a loan hereunder and to
     determine the amount, term, and provisions of any such loan, including the
     interest rate (which must be not less that the Company would pay) charged
     in respect of any such loan, whether the loan is to be secured or
     unsecured, the terms on which the loan is to be repaid and the conditions,
     if any, under which it may be forgiven. However, no loan hereunder shall
     have a term (including extensions) exceeding three years in duration or be
     an amount exceeding the total Option Price paid by the borrower under a
     Stock Option or for related Common Stock under the Plan plus an amount
     equal to the cash payment permitted in Section 9.12 below.

9.12 Cash Payments. The Plan Administrators may, at any time and in their
     discretion, authorize a cash payment in respect of the grant or exercise of
     a Stock Option under the Plan or the lapse or waiver of restrictions under


                                       13
<PAGE>
     a Stock Option, which shall not exceed the amount that would be required
     in- order to pay in full the federal, state and local income taxes due as a
     result of income recognized by the recipient as a consequence of: (i) the
     receipt of a Stock Option or the exercise of rights there under, and (ii)
     the receipt of such cash payment. The Plan Administrators shall have
     complete authority to decide whether to make such cash payments in any
     case, to make provisions for such payments either simultaneously with or
     after the grant of the associated Stock Option, and to determine the amount
     of any such payment.


10.  Restricted Stock.

10.1 General. Restricted Stock may be issued either alone or in addition to
     Stock Options granted under the Plan. The Plan Administrators shall
     determine the Eligible Recipients to whom, and the time or times at which,
     grants of Restricted Stock shall be made; the number of shares to be
     awarded; the price, if any, to be paid by the recipient of Restricted
     Stock; the Restricted Period, as defined in Section 10.3 hereof, applicable
     to Restricted Stock; the date or dates on which restrictions applicable to
     Restricted Stock awards shall lapse during the Restricted Period; and all
     other conditions of the Restricted Stock awards. Subject to the
     requirements of Section 162(m) of the Code, as applicable, the Plan
     Administrators may also condition the grant of Restricted Stock upon the
     exercise of Stock Options, or upon such other criteria as the Plan
     Administrators may determine, in their sole discretion. The provisions of
     Restricted Stock awards need not be the same with respect to each
     recipient. In the sole discretion of the Plan Administrators, loans may be
     made to Participants in connection with the purchase of Restricted Stock
     under substantially the same terms and conditions as provided in Section
     9.11 hereof with respect to the exercise of Stock Options.


10.2 Awards and Certificates. The prospective recipient of an Option to receive
     Restricted Stock shall not have any rights with respect to such Option,
     unless and until such recipient has executed an agreement evidencing the
     Option (a "Restricted Stock Option Agreement") and delivered a fully
     executed copy thereof to the Company, within a period of sixty days (or
     such other period as the Plan Administrators may specify) after the
     granting date. Except as otherwise provided below in this Section 10.2, (i)
     each Participant who exercises his Option for Restricted Stock shall be
     issued a stock certificate in respect of such shares of Restricted Stock;
     and (ii) such certificate shall be registered in the name of the
     Participant, and shall bear an appropriate legend referring to the terms,
     conditions and restrictions applicable to such Stock.


                                       14
<PAGE>
     The Plan Administrators may require that the stock certificate(s)
     evidencing the issuance of Restricted Stock hereunder be held in the
     custody of the Company until the restrictions thereon shall have lapsed,
     and that, as a condition of any Restricted Stock so issued, the Participant
     shall have delivered a stock power, endorsed in blank, relating to the
     Common Stock covered by such Option.


10.3 Restrictions and Conditions. The Restricted Stock Options granted pursuant
     to this Section 10 shall be subject to the following restrictions and
     conditions:

     (a) Subject to the provisions of the Plan and the Restricted Stock Option
     Agreement, as a appropriate, governing such Option, during such period as
     may be set by the Plan Administrators commencing on the grant date (the
     "Restricted Period"), the Participant shall not be permitted to sell,
     transfer, pledge or assign shares of Restricted Stock issued under the
     Plan; provided, however, that the Plan Administrators may, in their sole
     discretion, provide for the lapse of such restrictions in installments and
     may accelerate or waive such restrictions in whole or in part based on such
     factors and such circumstances as the Plan Administrators may determine, in
     their sole discretion, including, but not limited to, the attainment of
     certain performance related goals, the Participant's termination of
     employment or service, death or Disability.

     (b) Except as provided in Section 10.3(a), the Participant shall generally
     have, with respect to shares of Restricted Stock, all of the rights of a
     stockholder with respect to such stock during the Restricted Period.
     Certificates for shares of unrestricted Common Stock shall be delivered to
     the Participant promptly after, and only after, the Restricted Period shall
     expire without forfeiture in respect of such shares of Restricted Stock,
     except as the Plan Administrators, in their sole discretion, shall
     otherwise determine.

     (c) The rights of holders of Restricted Stock Options upon termination of
     employment or service for any reason during the Restricted Period shall be
     set forth in the Restricted Stock Option Agreement governing such awards.

11.  Termination or Amendment of the Plan. The Board may at any time terminate
     or amend the Plan in accordance with the following provisions:

11.1 Amendment to Plan. Except as provided in Section 11.3 hereof, the Board may
     amend this Plan from time to time in such respect as the Board


                                       15
<PAGE>
     may deem advisable, provided, however, that no such amendment shall operate
     to affect adversely a Participant's rights under this Plan with respect to
     any Stock Option or Restricted Stock Option granted hereunder prior to the
     adoption of such amendment, except as may be necessary, in the judgment of
     counsel to the Company, to comply with any applicable law.


11.2.1.1 Effect of Termination of Plan on Outstanding Stock Options or
     Restricted Stock. Except as set forth in Section 8.2 hereof, no termination
     of the Plan prior to the Plan Termination Date shall, without the written
     consent of the Participant, alter the terms of Stock Options or Restricted
     Stock already granted and such Stock Options or Restricted Stock shall
     remain in full force and effect as if this Plan had not been terminated.

11.3 Stockholder Approval for Amendment to Plan. Any amendment to the Plan that
     would result in any of the following changes (except by operation of
     Section 8.2) must be approved by the stockholders of the Company: (I) an
     increase in the total number of shares of Common Stock covered by the Plan;
     (ii) a change in the class of persons deemed to be Eligible Recipients
     under the Plan; and (iii) an extension of the term of the Plan beyond ten
     (10) years from the Effective Date.


12.  Indemnification. In addition to such other rights of indemnification as
     they may have as members of the Board, the Compensation Committee, and each
     member individually, and the Plan Administrators shall be indemnified by
     the Company against reasonable expense, including reasonable attorney's
     fees, actually and necessarily incurred in connection with the defense of
     any action, suit, or proceeding, or in connection with any appeal therein,
     to which they or any of them may be a party by reason of any action taken
     or failure to act under or in connection with the Plan or any grant there
     under, and against all amounts paid by them in settlement thereof (provided
     such settlement is approved by independent legal counsel selected by the
     Company) or paid by them in satisfaction of a judgment in any action, suit,
     or proceeding, except in relation to matters as to which it shall be
     adjudged in such action, suit, or proceeding that any of them is liable for
     gross negligence or misconduct in the performance of their duties, provided
     that within sixty (60) days after institution of any such action, suit, or
     proceeding, they shall offer in writing to the Company the opportunity, at
     their own expense, to handle and defend the same.

13.  Withholding. Whenever the Company proposes or is required to issue or
     transfer shares under the Plan, the Company shall have the right to require
     the recipient to remit to the Company an amount sufficient to satisfy any
     federal, state and local withholding tax requirements prior to the delivery
     of any certificate or certificates for such shares of Common Stock. If an
     Optionee surrenders shares acquired pursuant to the exercise of an


                                       16
<PAGE>
     Incentive Stock Option in Incentive Stock Option in payment of the Option
     Price and such surrender constitutes a disqualifying disposition for
     purposes of obtaining Incentive Stock Option treatment under the Code, the
     Company shall have the right to require the Optionee to remit to the
     Company an amount sufficient to satisfy any federal, state and local
     withholding tax requirements prior to the delivery of any certificate or
     certificates for such shares. Whenever under the Plan payments are to be
     made in cash, such payments shall be net of an amount sufficient to satisfy
     any federal, state and local withholding tax requirements. An Optionee may
     elect with respect to any Stock Option that is paid in whole or in part in
     shares of Common Stock, to surrender previously acquired shares of Common
     Stock or authorize the Company to withhold shares (valued at Fair Market
     Value on the date of surrender Or withholding of the shares) in
     satisfaction of all such withholding requirements (the "Share Surrender
     Withholding Election") in accordance with the following:

13.1 Irrevocable Election. Any Share Surrender Withholding Election shall be
     made by written notice to the Company and thereafter shall be irrevocable
     by the Optionee.

13.2 Approval by Plan Administrators. Any Share Surrender Withholding Election
     shall be subject to the consent or disapproval of the Plan Administrators
     in accordance with rules established from time to time by the Plan
     Administrators.

13.3 Timing of Election. Any Share Surrender Withholding Election must be made
     prior to the date on which the Optionee recognizes taxable income with
     respect to the receipt of such shares (the "Tax Date").

13.4 Timing of Delivery. When the Tax Date falls after the exercise of a Stock
     Option and the Optionee makes a Share Surrender Withholding Election, the
     full number of shares subject to the Stock Option being exercised will be
     issued, but the Optionee will be unconditionally obligated to deliver to
     the Company on the Tax Date the number of shares having a value on the Tax
     Date equal to the Optionee's federal, state and local withholding tax
     requirements.

13.5 Terms in Agreement. For purposes of this Section 13.5, the Plan
     Administrators shall have the discretion to provide (by general rule or a
     provision in the specific Stock Option agreement) at the election of the
     Optionee, "federal, state and local withholding tax requirements" that
     shall be deemed to be any amount designated by the Optionee that does not
     exceed his estimated federal, state and local tax obligations associated
     with the transaction, including FICA taxes to the extent applicable.


                                       17
<PAGE>
14.  General Provisions.

14.1 Transfer of Common Stock. Common Stock issued pursuant to the exercise of a
     Stock Option or the grant of a Restricted Stock Option granted under this
     Plan or any interest in such Common Stock, may be sold, assigned, gifted,
     pledged, hypothecated, encumbered or otherwise transferred or alienated in
     any manner by the holder(s) thereof, subject, however, to any restrictions
     contained in the Company's Restated Articles of Incorporation, to the
     provisions of this Plan, including any representations or warranties
     requested under Section 14.5 hereof, and also subject to compliance with
     any applicable federal, state, local or other law, regulation or rule
     governing the sale or transfer of stock or securities.

14.2 Reservation of Shares of Common Stock. The Company, during the term of this
     Plan, will at all times reserve and keep available such number of shares of
     its Common Stock as shall be sufficient to satisfy the requirements of the
     Plan.


14.3 Restrictions on Issuance of Shares. The Company, during the term of this
     Plan, will use commercially reasonable efforts to seek to obtain from the
     appropriate regulatory agencies any requisite authorization in order to
     issue and sell such number of shares of its Common Stock as shall be
     sufficient to satisfy the requirements of the Plan. The inability of the
     Company to obtain from any such regulatory agency having jurisdiction
     thereof the authorization deemed by the Company's counsel to be necessary
     to the lawful issuance and sale of any shares of its Common Stock hereunder
     or the inability of the Company to confirm to its satisfaction that any
     issuance and sale of any shares of such Common Stock will meet applicable
     legal requirements shall relieve the Company of any liability in respect of
     the non-issuance or sale of such Common Stock as to which such
     authorization or confirmation shall have not been obtained.

14.4 Notices. Any notice to be given to the Company pursuant to the provisions
     of this Plan shall be in writing and addressed to the Company in care of
     its Plan Administrators at its principal office, and any notice to be given
     to a director, officer, employee or consultant of the Company or any of its
     Affiliates to whom a Stock Option or Restricted Stock Option is granted
     hereunder shall be in writing and addressed to him or her at the address
     given beneath his or her signature on his or her Stock Option agreement or
     Restricted Stock Option agreement, as the case may be, or at such other
     address as such employee, officer, director or consultant or his or her
     transferee (upon the transfer of Common Stock) may hereafter designate in
     writing to the Company. Any such notice shall be deemed duly given when
     delivered in person or mailed by first-class mail (return


                                       18
<PAGE>
     receipt requested), telecopy or overnight courier to the other's address.
     It shall be the obligation of each Participant and each transferee holding
     Common Stock granted pursuant to the Plan to provide the Plan
     Administrators, by letter mailed as provided hereinabove, with written
     notice of his or her correct mailing address.

14.5 Representations and Warranties. As a condition to the exercise of any
     portion of a Stock Option or the grant of any Restricted Stock award, the
     Company may require the person exercising such Stock Option or receiving
     such Restricted Stock to make any representation and/or warranty to the
     Company as may, in the judgment of counsel to the Company, be required
     under any applicable law or regulation, including, but not limited to, a
     representation and warranty that the shares are being acquired only for
     investment and without any present intention to sell or distribute such
     shares if, in the opinion of counsel for the Company, such a representation
     is required under the Securities Act of 1933, as amended (the "Securities
     Act"), or any other applicable law, regulation or rule of any governmental
     agency.

14.6 No Enlargement of Employee Rights. This Plan is purely voluntary on the
     part of the Company, and while the Company hopes to continue it
     indefinitely, the continuance of the Plan shall not be deemed to constitute
     a contract between the Company or any of its Affiliates and any director,
     officer, consultant or employee, or to be consideration for, or a condition
     of, the employment of any employee. Nothing contained in the Plan shall be
     deemed to give any employee the right to be retained in the employ of the
     Company or any of its Affiliates or to interfere with the right of the
     Company or any of its Affiliates to terminate the employment or service of
     any of its officers, directors, employees or consultants at any time. No
     officer, director, employee or consultant shall have any right to or
     interest in Stock Options or Restricted Stock awards authorized hereunder
     prior to the grant of such a Stock Option or Restricted Stock Option to
     such officer, director, employee or consultant, and upon such grant he
     shall have only such rights and interests as are expressly provided herein,
     subject, however, to all applicable provisions of the Company's Restated
     Articles of Incorporation, as the same may be amended from time to time.

14.7 Restrictions on Issuance of Shares. The issuance of Stock Options,
     Restricted Stock Options and shares of Common Stock related thereto shall
     be subject to compliance with all of the applicable requirements of law
     with respect to the issuance and sale of securities as the Plan
     Administrators may deem advisable under the Securities Act, including,
     without limitation, any required qualification under the rules, regulations
     or other requirements of the Securities and Exchange Commission, any Stock
     exchange upon which the Common Stock is then listed and any applicable
     federal and state


                                       19
<PAGE>
     securities laws including, without limitation, any required qualification
     under the Nevada Corporate Securities Law or the Securities Act.


14.8 Legends on Stock Certificates. Unless there is a currently effective
     appropriate registration statement on file with the Securities and Exchange
     Commission pursuant to the Securities Act with respect to the shares of
     Common Stock issuable under this Plan, each Certificate representing such
     Common Stock shall be endorsed on its face with the following legend or its
     equivalent:


     "Neither the shares represented by this Certificate, nor the Options
     pursuant to which such shares were issued, have been registered under the
     Securities Act of 1933, as amended. These shares have been acquired for
     investment (and not with a view to distribution or resale) and may not be
     sold, mortgaged, pledged, hypothecated or otherwise transferred without an
     effective registration statement for such shares under the Securities Act
     of 1933, as amended, or until the issuer has been furnished with an opinion
     of counsel for the registered owner of these shares, reasonably
     satisfactory to counsel for the issuer, that such sale, transfer or
     disposition is exempt from the registration or qualification provisions of
     the Securities Act of 1933, as amended."

     A copy of this Plan shall be delivered to the Secretary of the Company and
     shall be shown by him to any eligible person making reasonable inquiry
     concerning it. In addition, the Company reserves the right to place any
     legends or other restrictions on each certificate representing Common Stock
     that may be required by any applicable state securities or other laws.


14.9 Remedies. Should any dispute arise concerning the sale or other disposition
     of a Stock Option, Restricted Stock or shares of Common Stock issued or
     issuable upon the exercise of a Stock Option, or any breach by the Company
     of the terms of the Plan, any Stock Option agreement or any Restricted
     Stock Option agreement, a Participant's sole and exclusive remedy shall be
     damages.

14.10 Invalid Provisions. In the event that any provision of this Plan is found
     to be invalid or otherwise unenforceable under any applicable law, such
     invalidity or unenforceability shall not be construed as rendering any
     other provisions contained herein invalid or unenforceable, and all such
     other provisions shall be given full force and effect to the same extent as
     though the invalid or unenforceable provision was not contained herein.


                                       20
<PAGE>
14.11 Applicable Law. This Plan shall be governed by and construed in accordance
     with the laws of the State of Nevada applicable to agreements made and to
     be performed entirely within such state and without regard to the conflict
     of law principles thereof.

14.12 Successors and Assigns. This Plan shall be binding on and inure to the
     benefit of the Company and the officers, directors, employees and
     consultants of the Company and any Affiliate to whom a Stock Option or
     Restricted Stock is granted hereunder, and their heirs, executors,
     Administrator's, legatees personal representatives, assignees and
     transferees.

14.13 Rights as a Stockholder or Employee. A Participant or transferee of a
     Stock Option or Restricted Stock shall have no right as a stockholder of
     the Company with respect to any shares covered by any grant under this Plan
     until the date of the issuance of a share certificate for such shares. No
     adjustment shall be made for dividends (ordinary or extraordinary, whether
     cash, securities, or other property) or distributions or other rights for
     which the record date is prior to the date such share certificate is
     issued, except as provided in Section 8.2 hereof.

     IN  WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly  authorized  officer  and  to be effective on this 10th day of April, 2002.

                                           YP.Net,  Inc.

                                           By:  /s/Angelo Tullo

                                           Angelo Tullo
                                           President and Chief Executive Officer


Attest:

By:


     Secretary


                                       21
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>5
<FILENAME>doc5.txt
<TEXT>
                                                                   Exhibit 10.10

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Data  Products  License  Agreement                                        ACXIOM
- --------------------------------------------------------------------------------

                                 PRODUCT SCHEDULE

To the Data Products      March 30, 2001                  Customer:                         Publication Management, Inc.
License Agreement dated:
- ------------------------  ------------------------------  --------------------------------  ----------------------------
<S>                       <C>                             <C>                               <C>
                          InfoBase(R) Internet Directory  Product Schedule Effective Date:  December 01, 2002
Products:                 Assistance
- ------------------------  ------------------------------  --------------------------------  ----------------------------
</TABLE>

*The  parties  agree  that upon execution of this Product Schedule, the InfoBase
List Product Schedule, dated March 30, 2001, will be modified as provided herein
and  each party releases and discharges the other from any and all claims, known
or  unknown,  except  for obligations concerning the return of Data and/or other
Confidential Information of either party, arising from the InfoBase List Product
Schedule  referenced  herein.

Capitalized  terms  not  defined in this Product Schedule shall have the meaning
given  them  in  the Data Products License Agreement "Agreement" dated March 30,
2001.

TERM
- ----

The  initial  term  of  this  Product Schedule ("Product Schedule Initial Term")
shall  begin  on  the  Product  Schedule Effective Date and shall continue for a
period  of two (2) Years, and thereafter shall continue and remain in effect for
additional one (1) Year terms until terminated as set forth below.  For purposes
of  this  Product  Schedule,  the  Product Schedule Initial Term and all renewal
terms  shall  be  referred  to as the "Product Schedule Term."  Either party may
terminate  this  Product  Schedule  to  be  effective  at the end of the Product
Schedule  Term  by  providing written notice to the other party ninety (90) days
prior  to  the  end  of  the  Product Schedule Term.  The data ("Data") provided
pursuant  to  this  Product Schedule may be used by Customer for a period not to
exceed  the  Product Schedule Term or as provided herein. Upon any expiration or
termination  of  this Product Schedule, Customer must return or destroy the Data
in  accordance  with  the  Agreement.  The term "Year" is equal to four current,
non-duplicated quarterly updates provided to Customer by Acxiom even if it takes
longer  than  a  calendar  year  for  Acxiom  to  provide the required quarterly
updates.

PRODUCTS:
- --------

The  following  selected  Data  package  of  the  Product  shall  be provided to
Customer.  If  applicable,  the  specific  Data  elements etc. to be provided to
Customer  from  the  Products  are set forth on Attachment 1 attached hereto and
made  a  part  hereof.

  X   Internet  Directory  Assistance  file  /  list
- -----

Acxiom shall provide the Data to Customer on the type of media and in the format
selected  below  within  15  days  of  the  execution  of this Product Schedule.

DATA PACKAGE NUMBER: IDA FORMAT 2
                    -------------
MEDIA: CD ROM
      -------
FORMAT: ASCII COMMA DELIMITED
       ----------------------
CASE: UPPER / LOWER
     --------------
UPDATE TYPE: FULL FILE
            ----------

Acxiom  shall  provide updates to the Data on a quarterly basis for contemplated
used  by  Customer  for  a  quarter of a year or until replaced by a new current
update.

LICENSE  FEES:  $30,000  per Year, $60,000 paid upon execution of this agreement
- -------------
as full payment for the first two Years.

PAYMENT TERMS:  The  License  fees  ("License Fees") are due and payable in full
- -------------
upon  execution  of  this Product Schedule.  Customer agrees to pay all fees due
hereunder  upon  receipt  of  an  invoice  from  Acxiom.

PERMITTED USES / RESTRICTIONS:  Customer  may  use  the  Data  described in this
- -----------------------------
Product Schedule in accordance with the following:

1.     Customer  may  use  the  Data as part of an Internet or internal intranet
directory  assistance  application  ("Directory  Assistance  Application")  on
Customer's  World  Wide Web Internet Sites ("Customer Web Site"), or as provided
in  the  Agreement.  As  part  of the Internet Directory Assistance Application,
visitors  ("Web  Site  User")  to  the  Customer  Web Site may search a national
database  of  residences  and/or businesses provided by Acxiom.  Customer agrees
that  it shall institute appropriate measures  to ensure that Web Site Users are
prohibited  from  downloading  any  Data  from the Customer Web Site in any form
whatsoever;  provided,  however,  that the Web Site User may print or save up to
fifty  (50)  specific  listings  at  a time to the Web Site User's personal cell
phone,  personal  digital  assistant  ("PDA")  or  PC  for  such Web Site User's
personal  use  only.


<PAGE>
- --------------------------------------------------------------------------------
Data  Products  License  Agreement                                        ACXIOM
- --------------------------------------------------------------------------------

2.     Customer  shall  hold  and  use  the Data strictly in accordance with the
following  conditions,  unless  otherwise  agreed  in  writing:

     2.1     The  Data  shall  remain  on  Customer-owned  controlled  servers
("Customer Servers") at all times during the Product Schedule Term.  The initial
Customer  Server  hosting  street  address  is 4840 E. Jasmine, Suite 110, Mesa,
Arizona  85205.  Customer  may  change the hosting address set forth herein upon
prior  written  notice  to  Acxiom,  which  notice shall contain the new address
locations  of  Customer-owned  and  controlled servers on which the Data will be
stored.

     2.2     Customer  shall  not  use  the  Data  as  part  of any interactive,
on-line,  CD-ROM or other derivative product or resell or distribute the Data or
any subset thereof in any way except as provided in this Product Schedule.

     2.3     Customer  agrees  to  include  the  following  statement  regarding
copyright  and  unauthorized use, which statement shall be prominently displayed
on  the Customer Web Site or intranet site, as applicable:  "This information is
proprietary  to Acxiom Corporation and is protected under U.S. copyright law and
international treaty provisions.  This information is licensed for your personal
or  professional  use  and nay not be resold or provided to others.  You may not
distribute,  sell,  rent,  sublicense, or lease such information, in whole or in
part to any third party; and you will not make such Acxiom information available
in  whole  or  in  part  to  any  other  user  in  any networked or time-sharing
environment,  or  transfer  the  information in whole or in part to any computer
other than the PC used to access this information."

     2.4     The parties agree that Acxiom's copyright notice shall be displayed
at  the  end of each session when the Data is downloaded by the Web Site User as
described  above  in  Section  1.

3.     In  the  event that Customer receives Acxiom's proprietary BDC, NAICS, or
Acxiom's SIC schema (collectively, the "Codes") as part of the Products licensed
pursuant  to  this  Product Schedule.  In addition to the restrictions set forth
herein,  Customer  shall  not  modify,  adapt,  translate,  reverse  engineer,
de-compile,  disassemble,  or  otherwise  attempt  to discover the technology or
methodologies  underlying the Codes, nor shall Customer instruct or allow anyone
else  to  undertake  such  prohibited  actions.

SPECIAL TERMS AND CONDITIONS:
- ----------------------------

In  addition  to  the  foregoing,  the following special terms and condition are
applicable to Customer's use of the Products:

1.     Customer agrees that at all times it shall maintain current, accurate and
complete  books  and  records  relating  to  its  usage  of the Data for royalty
payments,  if  applicable,  due  Acxiom derived therefrom.  Customer agrees that
Acxiom,  or  any  designee of Acxiom, shall have the right at any time following
the Effective Date of this Agreement to examine, inspect, audit, review and copy
or  make  extracts from all such books, records and any source documents used in
the  preparation  thereof  during  normal  business hours upon written notice to
Customer  at least three (3) business days prior to the commencement of any such
examination,  inspection, review or audit.  Such audit shall be strictly limited
to  those  books  and  records  which specifically relate to royalty information
pertinent  to  the  use  of  the  Data.

2.     Customer  will  provide  to  Acxiom,  free of charge, access to an unused
banner  advertising  pool  on  Customer's Web Site if available when the Data is
displayed.

3.     Each  Customer  Web  page  containing  Acxiom Data will display a logo as
demonstrated  at  http://www.acxiom.com/infobase/content/products/dba.asp on the
first  or  initial  screen of each results page.  Customer agrees that each logo
will be hyper-linked to the www.databyacxiom.com page or another page within the
Acxiom  Web  site  as  determined  by  Acxiom.

4.     Consumer  Inquiries.  Customer  shall  be  responsible  for accepting and
       -------------------
responding  to  any communication initiated by a consumer ("Consumer Inquiries")
arising out of Customer's services that utilized the Data.  Customer agrees that
it  will  implement a "consumer care" system that includes in-house capabilities
to  suppress consumer information, upon request by a consumer, from Customer Web
Site  and  agrees  to  honor  any  such  request  by  suppressing  such consumer
information  from  Customer  Web  Site.  The  parties  agree  that  as  part  of
Customer's "consumer care" system, Customer may include an opt out notice on the
first  or  initial  screen  of each results page that provides the consumer with
instructions  for  requesting  that  the  consumer's information be removed form
Customer  Web  Site.  Customer may communicate to Acxiom records of the deceased
and  only  Consumer Inquiries that are determined to involve the accuracy of the
Data.  No  reference to Acxiom in written or oral communication to a consumer or
in  scripts  used  by Customer in responding to Consumer Inquiries shall be made
without  Acxiom's  prior  written  approval.


                                        2
<PAGE>
- --------------------------------------------------------------------------------
Data  Products  License  Agreement                                        ACXIOM
- --------------------------------------------------------------------------------

5.     Subsidiaries.  The Subsidiaries listed below shall have access to and use
       ------------
of  the  Data:    NONE


IN  WITNESS  WHEREOF, the duly authorized representatives of the parties to have
access  to  and use or to provide data have executed this Product Schedule to be
effective  as  of  the  Product  Schedule  Effective  Date.

YP.NET, INC.
SIMPLE.NET GROUP
TELCO BILLING, INC.
PUBLICATION MANAGEMENT, INC.                    ACXIOM CORPORATION

BY:  /s/ Greg Crane                             BY:  /s/ Anthony J. Sawforo
   ------------------------------                  -----------------------------
     (Signature)                                     (Signature)

Greg Crane                                      Anthony J. Sawforo
- ---------------------------------               --------------------------------
     (Print or Type Name)                            (Print or Type Name)

Authorized Agent for Director                   Client Executive
- ---------------------------------               --------------------------------
     (Title)                                         (Title)


                                    #########


<PAGE>
- --------------------------------------------------------------------------------
Data Products License Agreement                                           ACXIOM
- --------------------------------------------------------------------------------

                                  ATTACHMENT 1
                           to the Product Schedule and
                         Data Products License Agreement

The Data elements to be provided to Customer are as follows:  All available data
elements,  SIC  to  SIF  translation  table  and  Codes.



<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>6
<FILENAME>doc6.txt
<TEXT>
                                                                   Exhibit 10.11

infoUSA
                     --------------------------------------
                                  infoUSA, Inc.
                     Master Database and Services Agreement
                                        &
                               Terms & Conditions
                     --------------------------------------

This agreement (the "Agreement") is entered into this 31st day of July, 2002
                                                      ----
between infoUSA, Inc., a Delaware Corporation, with its principal place of
business at 5711 South 86th Circle, Omaha, Nebraska 68127, and

(hereinafter  known  as  "Customer")     YP.NET, Inc., Yellow-Page.Net,
                                         Simple.Net Group, Telco Billing, Inc.,
                                         --------------------------------------

with its principal place of business at  4840 E. JASMINE STREET, SUITE 105,
                                         ----------------------------------
                                         MESA, AZ 85205
                                         --------------

Phone:                                   480-325-4303
                                         ------------

The parties to this Agreement, in consideration of the mutual covenants set
forth herein, agree as follows.

                                   A. DURATION
                                   -----------
This Agreement, which includes the Terms and Conditions attached hereto and
incorporated by reference herein, is effective from the above date and shall
remain in force for a term of three year(s) (Initial Term), unless otherwise
terminated in accordance with the provisions contained herein. Following the
Initial Term, the Agreement may be renewed for subsequent terms of 1 year each.
As used herein, "Term" shall mean the Initial Term and any renewal term. Renewal
shall be automatic unless either party notifies the other of its desire not to
renew at least ninety (90) days prior to the end of the then current Term;
provided, however, that either party may terminate the Agreement immediately in
the event the other party is in default hereunder and fails to cure such default
within forty-five (45) days of written notice from the other party specifying
the nature of such default.
                                   B. PURPOSE
                                   ----------
Customer shall have use of the Licensed Data for marketing to prospects. The
Licensed Data may be used for direct marketing activities, database marketing,
telemarketing, market analysis, or for any other permitted use as described
below. The Licensed Data is for: (check one)    single use/ X multiple use. If
                                            ---            ---
Customer has multiple subsidiaries and divisions, the use of the Licensed Data
will be limited to the entity or division executing this Agreement. Upon
completion of the authorized use of the Licensed Data, Customer shall delete all
Licensed Data from its database and files, and return all copies of the Licensed
Data to infoUSA and cease any and all use of the Licensed Data.
OTHER PERMITTED USE: Data to be used for Direct Mail, Telemarketing and Market
                     ---------------------------------------------------------
Research only.
- --------------

                                C. LICENSED DATA
                                ----------------
infoUSA shall provide to Customer the Licensed Data as specified in Appendix B
attached hereto and incorporated herein by reference.

                                    D. PRICE
                                    --------
For the use of infoUSA's Licensed Data, Customer agrees to pay infoUSA a license
fee as set forth below, plus state sales tax and shipping charges:
     First Year Fee            $

     Each Subsequent Year      $

     Other fee arrangement     $20,000.00

     QUARTERLY UPDATES (THREE) AT $6,665.67 PER UPDATE, EACH TO BE INVOICED UPON
DELIVERY.  1st Yr.

     Following years 4 quarterly updates at $5,000 per update.

     The fee shall be due upon receipt of infoUSA's invoice.

                                  E. OWNERSHIP
                                  ------------
infoUSA is the sole owner, copyright holder, or a licensed distributor of all
data covered in this Agreement. Customer acknowledges that ownerhsip in and to
the data licensed under this Agreement remains with infoUSA and that Customer
has no rights of use, ownership, distribution, or transmittal outside the
purposes described in this Agreement. All displays of infoUSA data in print or
electronic media must carry infoUSA's copyright notice as follows: "Data
provided by infoUSA, Omaha, NE, Copyright (C) 2001, All Rights Reserved."

                      F. AFFIRMATIVE COVENANTS OF LICENSEE.
                      -------------------------------------
During  the  Term,  Licensee  agrees  to  each  of  the following (with the more
restrictive applying in the event of a conflict):

(i)     Store  the  Database  in  its  original  form  at  its  primary place of
business,  and,  upon  prior  written  notice  to  Licensor,  such  other places
consistent  with  this  Agreement  and  not  make or permit to be made any other
copies  of  the Database; provided, however, at each location where the Database
is  properly  stored, one copy of the Database may be made for back-up purposes;
and  provided, further, that upon prior written notice to Licensor setting forth
in  reasonable  detail the reasons for additional copies, such additional copies
may  be  made;


InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 1 of 4


<PAGE>
infoUSA


(ii)     Use the Database in compliance with (a) all federal, state and local
laws, statutes, rules, regulations and ordinances including, without limitation,
the FCRA, (b) all applicable privacy and data protection laws, rules and
regulations, (c) all regulations, rules and policies adopted by Licensor, and
(d) all regulations, rules and policies published by associations or groups in
which Licensor is or becomes a member and to which regulations, rules and
policies Licensor adheres; provided, however, that Licensor shall provide
Licensee with copies of any such regulations, rules and policies and such
regulations currently available and that are published in the future;

(iii)     Require that all marketing efforts, solicitations, advertising copy
and other communications derived either in whole or in part from the Database
(a) not contain any reference to any selection criteria or presumed knowledge
concerning the intended recipient of such solicitation or the source of such
recipient's name and address, (b) be designed such that the recipient of such
communication cannot determine that state title or registration information was
used as an information source; and (c) be in good taste in accordance with
generally recognized standards of high integrity;

(iv)     Restrict its Customers from using telephone numbers or vehicle
identification in any telemarketing script or in the address, envelope or body
of a letter, solicitation, advertisement or the like that is used in a direct
marketing program;

(v)     Use information derived either in whole or in part from the Database
solely for its own marketing programs, decision support purposes or information
services for the purposes set forth in Appendix B;

(vi)     Adhere to the restrictions regarding promotional mailings set forth in
Appendix C.

(vii)     Adhere to the Confidentiality Statement set forth in Appendix A.

                       G. NEGATIVE COVENANTS OF LICENSEE.
                       ----------------------------------
During the Term, Licensee agrees not to:

(i)     make the Database or any portion thereof available in an on-line
environment except by an appropriately secured and encrypted bulletin board
service, tape-to-tape batch transmission, or remote job entry;

(ii)     Use the Database, either in whole or in part, as a factor in (a)
establishing an individual's eligibility for credit or insurance; (b) connection
with underwriting individual insurance; (c) evaluating an individual for
employment or promotions, reassignment or retention as an employee; (d) in
connection with a determination of an individual's eligibility for a license or
other benefit granted by a governmental authority; or (e) in any other manner in
which the usage of the Database or any information contained therein would cause
such information to be construed as a Consumer Report by any regulatory
authority having jurisdiction over Licensor, Licensee or the Database.

H. NOTICES
- ----------
Notices to either party to this Agreement shall be in writing and shall be
deemed to have been given when sent by certified mail to the below listed
addresses. Invoices shall be sent to the Customer by first class mail.

INFOUSA                              CUSTOMER    YP.Net, Inc.
Attn: Corporate Counsel              Attention:  Don Reiss
5711 South 86th Circle                         ---------------------------------
Omaha, NE 68127                      Address:    4840 E. Jasmine #105
                                             -----------------------------------
                                                 Mesa, Arizona 85205
                                             -----------------------------------


Appendixes Attached:

Appendix A:     Business Data



InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 2 of 4


<PAGE>
infoUSA


                              TERMS AND CONDITIONS


<PAGE>
I. LICENSE
     infoUSA hereby grants and Customer hereby accepts a nontransferable and
non-exclusive License to use the Licensed Data and updates thereto as more
particularly described in the Agreement attached hereto. The Agreement and these
Terms and Conditions are collectively referred to herein as the "Agreement".
II. DATABASE
     1.     infoUSA shall provide to the Customer a tape or other medium, as
agreed, containing the Licensed Data for Customer's use during the term of the
Agreement.
     2.     infoUSA shall ship the Licensed Data to the Customer within ten (10)
days of receipt of this executed Agreement. Shipment shall be to Customer's
address as described in the Agreement or such other address as Customer may
provide in writing to infoUSA.
     3.     Customer shall have use of the Licensed Data for only the purpose
described in the Agreement.
     4.     Customer shall not use the Licensed Data to create, modify, and or
update lists, directories, or compilations of any kind in any medium, that will
be sold, exchanged, transmitted or provided, whether or not for value, to any
person not employed by the Customer except as specified in the Agreement.
Further, the Customer shall not assign, sublicense, transfer or otherwise
encumber or dispose of any interest in the Licensed Data or the Agreement.
     5.     Customer agrees that it shall take appropriate action with its
employees, by agreement or otherwise, to satisfy its obligations with respect to
the use of the Licensed Data, to protect infoUSA's copyrights and the
restrictions imposed by the Agreement. The restrictions contained within the
Agreement shall survive for a period of three years after the termination of
this Agreement.
III. PAYMENT
     1.     For the use of the Licensed Data, Customer agrees to pay infoUSA a
fee as detailed in the Agreement. Customer also shall pay any shipping or other
charges incurred by infoUSA on the Customer's behalf, including, but not limited
to, all taxes of any kind levied by any federal, state or municipal government
or governmental agency that infoUSA is required to pay as a result of this
Agreement. The Customer shall specifically exclude infoUSA's income taxes from
this liability.
     2.     infoUSA shall send Customer an invoice for payments and other
charges due and owing to infoUSA. Customer agrees to pay the invoice in full
upon receipt of the invoice. If payment is not received within thirty days
Customer shall be charged a one and one-half percent interest rate per month,
for a total of eighteen percent per annum, on the outstanding balance.
Non-payment of fees or other charges due infoUSA may at infoUSA's sole option be
considered a breach of this Agreement and shall excuse further performance by
infoUSA.
IV. WARRANTY
     1.     The infoUSA database is licensed on an "AS IS" basis without
guarantee. InfoUSA does not guarantee that the infoUSA database will meet the
Customer's requirements; that it will operate in the combinations, or in the
equipment, selected by the Customer; or that its operation will be error-free or
without interruption.
     2.     EXCEPT AS STATED HEREIN, infoUSA MAKES NO EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
     3.     infoUSA shall not be liable for consequential or incidental damages,
or for any lost profits or any claim or demand of a similar nature or kind,
whether asserted by Customer against infoUSA or against infoUSA by any other
party, even if infoUSA has been advised of the possibility of such damages. In
no event shall infoUSA's entire aggregate liability for damages exceed the
amount paid to infoUSA by Customer under this Agreement
V. GOVERNING LAW
     This Agreement is entered into in the State of Nebraska and its provisions
shall be construed in accordance with the laws of Nebraska without regard to
Nebraska's conflicts of laws principles. Further, in the event a dispute arises
between infoUSA and the Customer regarding the terms or performance of this
Agreement, the parties consent to the exclusive jurisdiction of the Nebraska
courts.
VI. SEVERABILITY
     1.     It is understood and agreed by infoUSA and the Customer that if any
part, term or provision of the Agreement is construed by a court of competent
jurisdiction to be invalid, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of InfoUSA and the
Customer shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision determined to be invalid.
VII. EXCUSE OF PERFORMANCE
This Agreement is subject to and contingent upon force majeure and other delays
outside the control of infoUSA. If delivery of the Licensed Data is prevented by
any cause of force majeure, infoUSA shall not be liable for damages,
consequential or otherwise, that the Customer may suffer.
VIII. MODIFICATION
     1.     This Agreement contains the entire Agreement between infoUSA and the
Customer. No statements, promises or inducements made by either infoUSA or
Customer shall be valid or binding upon either party.
     2.     This Agreement may not be modified, altered or enlarged except in
writing and signed by infoUSA and the Customer.

IX. BREACH
     1.     In the event the Customer shall fail to make any payment to infoUSA
within sixty days of its due date, or shall breach any of the terms or
conditions or provisions of this Agreement, infoUSA, at its sole discretion and
in addition to any of its other rights at law or equity, may either terminate
this Agreement or may seek specific performance.
     2.     If InfoUSA initiates a lawsuit to enforce its rights under this
Agreement, the Customer agrees to pay infoUSA's attorneys' fees and costs, if
infoUSA prevails.
X. PROCESSOR AGREEMENT
The infoUSA database may be furnished to an outside or other third-party
processor, only after: (i) infoUSA has received infoUSA's Third Party
Information Processor Agreement, duly executed by the third party processor; and
(ii) infoUSA has given written authorization to Customer to allow processor
access to the infoUSA database for Customer's processing, subject to all terms,
conditions, limitations and restrictions in the Agreement.
XI. DISTRIBUTION APPROVAL
InfoUSA reserves the right to require Customer to secure infoUSA's advance
approval of any materials that Customer proposes to mail or otherwise distribute
to any names or addresses provided by infoUSA.
XII. CUSTOMER RESPONSIBILITIES
1.     InfoUSA Inc./InfoUSA Marketing, Inc. and all of their affiliated
companies (hereinafter the "Company") will provide the product/services as
requested by Customer as shown below. Customer will have 14 days after receipt
of the product/services provided by the Company to inspect the product/services
and notify the Company of any problems or mistakes. If the Company has made a
mistake, then the Company will correct the mistake at no additional charge. In
any case, the Company's entire liability shall be limited to the amount paid to
the Company by Customer. If Customer does not inform the Company within 14 days
of receipt of product/services that there is a problem or mistake, both parties
agree that the product/services are accepted. After the 14-day period has
elapsed, the Company will not have any liability whatsoever to Customer.
2.     Customer will provide testimonials and Company may reference Customer
directly or indirectly in any of its publicity or marketing materials.
3.     XIII. NON-SOLICITATION
     The parties agree that during the term of the agreement, neither will
directly or indirectly initiate communications with an employee of the other
relating to possible employment with such party. This paragraph shall not
prohibit either party from hiring employees of the other who themselves initiate
communications relating to possible employment.

AUTHORIZED SIGNATURES
Each signatory to this Agreement represents and warrants that he or she has
the authority to execute this Agreement on behalf of his or her party.

infoUSA      (must be Level 9 or higher)

Authorized Signature  /s/  Drew Lundgren
                    ---------------------------------

Printed Name, Title  Drew Lundgren, VP,
                    ---------------------------------

Dated:      8/12/02
      -----------------------------------------------

CUSTOMER:

Authorized Signature  /s/  Angelo Tullo
                    ---------------------------------

Printed Name, Title  Angelo Tullo, President
                    ---------------------------------

Dated:      7/31/02
      -----------------------------------------------


InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 3 of 4


<PAGE>
infoUSA


                                   APPENDIX A
                                   ----------
                   BUSINESS DATABASE SELECTION & OUTPUT FORMAT

1.   DATABASE SELECTION CRITERIA:     Full US Business Database, one record
                                      -------------------------------------
                                      per location
                                      ------------

2.   GEOGRAPHY: X Total USA           Total      Other
                                           -----

3.   UPDATE FREQUENCY:  Quarterly
                        ---------

4.   OUTPUT:       Tape      Cartridge      X CD-ROM      Diskette      Other
              -----      ----          -----         -----         -----

              X ASCII        EBCDIC       FTP      E-Mail    DLT        Format
              -          ----         --------------------------   -----

5.   DATA ELEMENTS -The Licensed Data shall include the following data
elements, where available (check one):

N/A 278 LAYOUT (PARTIAL DATABASE)
- ---

<TABLE>
<CAPTION>
<S>                         <C>                           <C>
ABI Number                  Headquarters/Branch Code      Secondary SIC Code #3
Ad Size Code                Individual/Firm Code          Secondary SIC Code #4
Address                     Industry Specific Code        Selected SIC Code
Area Code & Phone Number    Key Code                      State Abbreviation
Business Name               Last Name                     State Numeric Code
Carrier Route Code          Location Employee Size Code   Subsidiary Parent Number
City                        Location Output/Sales Code    Telephone Number(excluding SIC
Contact Name/Title Address  Office Size Code              80)
County Numeric Code         Population Code               Title Code
Date Added to Database      Primary SIC Code              Ultimate Parent Number
Fax Number                  Production Date (MMDDYY)      Year of First Appearance
First Name                  Professional Title            Zip Code
Franchise/Specialty         Secondary SIC Code #1         Zip+4 Code
Gender Code                 Secondary SIC Code #2
</TABLE>

N/A 378 LAYOUT (THE 278 DATA ELEMENTS, PLUS THE FOLLOWING)
- ---

Credit Code                   Secondary City       Total Employee Size Code
Delivery Point Bar Code       Secondary State      Total No. Employees (Actual)
Number of Employees (Actual)  Secondary Zip Code   Total Output/Sales Code
Public Co. Indicator          Stock Exchange Code
Secondary Address             Stock Ticker Symbol

ADDITIONAL  DATA  ELEMENTS:  (LIST)

OUTPUT SHALL INCLUDE:  COMPANY NAME, FULL ADDRESS, PHONE NUMBER, FAX NUMBER, SIC
- --------------------------------------------------------------------------------
CODES WITH FULL DESCRIPTIONS (UP TO 4 PER RECORD), GEO CODES AND ABI NUMBER.
- ----------------------------------------------------------------------------

                                                         Customer initials  AT
                                                                           -----

                                                          infoUSA initials  DL
                                                                           -----

InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 4 of 4


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>7
<FILENAME>doc7.txt
<TEXT>
                                                                   Exhibit 10.12

                                                          EXPERIAN


                                                          EXPERIAN
                                                          475 Anton Boulevard
                                                          Costa Mesa, CA 9262G

                                                          714 830 7000 Telephone
                                                          714 830 2511 Facsimile
                                                          www.experian.com


VIA FEDERAL EXPRESS


February 13, 2003


Mr. Greg Crane
Director
YP.Net/Simple.Net Group
4840 E. Jasmine #110
Mesa, AZ 85205


RE:       DATABASE EXTRACT LICENSE AGREEMENT
          BETWEEN YP.NET, INC./SIMPLE.NET GROUP
          AND EXPERIAN INFORMATION SOLUTIONS, INC


Dear Mr. Crane:

Here is a fully executed original of the subject Agreement for your file.   It
has been duly executed on behalf of Experian Information Solutions, Inc.


Sincerely,


/s/  Jeannine A. Ford
Jeannine A. Ford
Contracts Manager
Experian Information Solutions, Inc.


enclosure


cc:   Mr. Mike Green, Experian
      Ms. Coleen Bott, Experian



<PAGE>
                       DATABASE EXTRACT LICENSE AGREEMENT

     This  DATABASE  EXTRACT LICENSE AGREEMENT (the "Agreement") is effective as
of  February  01,  2003  ("Effective  Date") by and between Experian Information
    -------------------
Solutions,  Inc.,  an  Ohio  corporation  acting  through its Business Marketing
Solutions  group,  having  offices at 600 City Parkway West, 10th Floor, Orange,
California  92868  (hereinafter  referred  to as "Experian") and YP.Net, Inc., a
Nevada  corporation, / Simple.Net Group having its principal office at 4840 East
Jasmine  Street,  Suite  105,  Mesa,  Arizona  85205  ("Licensee").

     WHEREAS,  Experian  has  developed  a  Business Marketing Services database
("Database")  containing  records  about  businesses including the data elements
listed  on  Exhibit  A;  and

     WHEREAS,  Licensee  intends  to  use  the  data  in the Database to conduct
marketing  activities  to  promote  its  own  business  and services, to conduct
certain  televerification  services  to  verify  the accuracy of the data on the
Database, to report information about the Database to Experian, and will provide
new  business  records  to  Experian  for  inclusion  in  the  Database;  and

     WHEREAS, The parties agree that the value of the Extract, as defined below,
licensed  by  Experian  to  Licensee  in  this  Agreement  has a market value of
$150,000  per  year;  and

     WHEREAS,  Experian and Licensee desire to allow Licensee to use the Extract
for  the  purposes  as  stated  herein;

     NOW,  THEREFORE,  for good and valuable consideration, and in consideration
of  the  mutual  covenants  set  forth herein, and with the intent to be legally
bound  hereby,  the  parties  hereto  agrees  as  follows:

1.     Definitions.    When  used  in  this Agreement, the following terms shall
       ------------
have  the  following  meanings:

     a.     "Extract"  shall  mean  data file provided by Experian consisting of
             -------
the data elements listed in Item 1 of Exhibit A from the then-current version of
Experian's  Database.

     b.     "Permitted Uses".  Licensee will use the data in the Extract (1) for
            -----------------
Licensee's  own  internal use to market and promote its business and services by
telephone,  internet or by mail sent to customers and prospective customers; (2)
to  televerify  the data in the Extract and to report to Experian the results of
the televerification; and (3) to compare and analyze the data in the Extract and
provide  Experian  with  the results of that analysis, including but not limited
to,  business  records  which have undeliverable addresses (mailings returned by
Post  Office)  and  business  records  which  are  unique to Experian's Extract.

     c.     "Term".  shall  mean  the Term of this Agreement.  The Term shall be
            -------
for  one  (1) year beginning on the date set forth above ("Effective Date"), and
shall  automatically  renew  for additional one-year terms, unless a party gives
written  notice  of non-renewal to the other party at least 60 days prior to the
end  of  the  current  Term,  or the Agreement is otherwise terminated sooner in
accordance  with  paragraph  12  hereof.

     d.     "Approved  Site" will be the physical location where the Extract may
            ---------------
be  stored  by  Licensee.

     2.     License.    Subject  to  the terms and conditions of this Agreement,
            --------
Experian  grants  Licensee a non-exclusive, non-transferable, license to use the
Extract  for Permitted Uses as stated  in  Paragraph 1b of this Agreement during
the  Term  in  exchange  for  Licensee's performance of the televerification and
data  analysis  services.


                                        1                                 YP Net
                                                  Database Extract License Agrmt

<PAGE>
3.     Restrictions  on  Use  of the Extract.  Licensee agrees that it will hold
       -------------------------------------
and use the Extract strictly in accordance with the following:

     a.     Licensee  shall  use  the  Extract  solely  for the Permitted Use as
stated  in  paragraph  1b  above.

     b.     Licensee  shall  not transfer the Extract to any location other than
the  Approved  Site  and  a  disaster recovery facility specified in advance and
reasonably  acceptable  to  Experian,  without Experian's prior written consent.

     c.     Licensee  shall not, except as otherwise provided in this Agreement:
(i)  modify  or  copy  the Extract other than as needed to perform the Permitted
Uses,  and except that Licensee may make a single copy of the Extract for backup
purposes; (ii) combine the Extract or any information contained therein with, or
include the Extract or any information contained therein in any Licensee file or
database  or  (iii)  sell,  resell, license, sublicense or otherwise disclose or
allow  any  third  party  access  to  the  Extract  or any information contained
therein,  except  as  otherwise  permitted  in  this  Agreement.

     d.     Licensee  shall  issue  direction  and  appropriate  instructions
regarding  the  restrictions  set forth in this Agreement to any employee having
access  to  the  Extract  and  shall  implement security measures to prevent the
accidental  or  unauthorized  use  or  release  of  Extract  or  any information
contained  therein.

     e.     Licensee  shall  comply  with  all  applicable  laws,  rules  and
regulations  in  connection  with  its  use  of  the  Extract.

     f.     Licensee  understands  that  the  Extract has not been collected for
credit  purposes  and  is not intended to be indicative of any consumer's credit
worthiness, credit standing, credit capacity, or other characteristics listed in
Section  603(d) of the Fair Credit Reporting Act ("FCRA"), 15 USC Section 1681a,
and  that  Experian  does not intend to furnish "consumer reports" as such terms
are  defined  in  the FCRA. Licensee agrees that it shall not use the Extract or
any  information  contained  therein  as a factor in establishing any consumer's
eligibility  for  (i) credit or insurance used primarily for personal, family or
household purposes, (ii) employment purposes, or (iii) other purposes authorized
under  Section  604  of  the  FCRA.

4.     Delivery  and  Format  of the Extract; Updates. Experian shall deliver to
       ----------------------------------------------
Licensee  the Extract upon a date and in a format and electronic medium, such as
CD-ROMs,  diskettes  or  magnetic  tapes,  to  be  agreed  upon  by the parties.
Experian shall provide to Licensee, on a quarterly basis, a fully refreshed data
file  of  the  Extract.

5.     Integration  of  Extract.   Licensee  shall, at its own cost and expense,
       ------------------------
provide  equipment  and  software necessary to permit its use of the Extract and
shall be solely responsible for any defects, malfunctions or other problems that
may  arise  in  connection  with  such  equipment  and  software.

6.     Alteration,  Limitations.   Experian  may,  without  notice  to Licensee,
       ------------------------
modify  the  Extract, including, without limitation, its format.   Experian will
use  reasonable  efforts  to  give  Licensee  at least thirty (30) days' written
notice  of  any  substantial  modification  to  the Extract. Experian shall give
Licensee  thirty  (30)  days'  written  notice  before  making  any  substantial
modifications  to  the  format  of  the  Extract.   At the reasonable request of
Licensee,  Experian  shall  provide  Licensee  with technical assistance so that
Licensee  may  use  the  Extract, including Experian's modifications thereof, as
provided  herein.  Licensee  acknowledges that the Extract may be subject to the
rights  of  third parties to regulate the availability of certain information to
Licensee,  and  agrees that nothing in this Agreement shall obligate Experian to
provide  information  in  contravention of such regulation.   In the event that,
due  to  a  change  in  applicable  law,  Experian believes its right to provide
certain  types  of  information  to  Licensee  has  been  adversely affected, or
Experian


                                  Page 2 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
anticipates that such a change will occur, Experian may terminate this Agreement
and  the license set forth herein as it applies to such information by giving at
least  fifteen  (15)  days  written  notice thereof to Licensee. If such partial
termination  substantially  adversely affects the ability of Licensee to service
its customers, Licensee may terminate this Agreement by giving Experian at least
fifteen  (15)  days  written  notice.

7.     Televerification  and  Data  Services.
       -------------------------------------

     a)   Licensee  will  either  directly,  or  through  a  third party vendor,
conduct  televerification of the data in the Extract.   Licensee will provide to
Experian  the  data  elements, as are listed on Exhibit A, Item No. 2, which are
televerified.  Licensee will provide to Experian televerified data for a minimum
of  100,000  businesses  per year that either appear on the Experian Database or
are  derived  from other sources which may be provided to Experian for inclusion
in  the  Database.  Experian  will  update, append and otherwise incorporate all
televerified  data  into  the  Experian  Database.

     b)   Licensee,  or  the  vendor  used  by Licensee for the televerification
activities,  must  meet  Experian's data quality guidelines for televerification
services.   The guidelines are attached as Exhibit B hereto and will be provided
to  the  vendor.

     c)    Licensee  shall deliver to Experian the televerified data in a format
and  electronic  medium,  such  as  CD-ROMs,  diskettes or magnetic tapes, to be
agreed  upon  by  the  parties.  Licensee  will  provide televerified records to
Experian on a schedule as agreed upon by the parties but no less than quarterly.

     d)    Experian  will  request  its  televerification  vendors  to  offer to
provide  Licensee the televerification services required under this Agreement at
the  same  price  that  Experian  is  charged  for  equivalent  televerification
services.

     e)  Data  provided to Experian by Licensee shall be jointly and or severely
owned  by  each  party.

8.     Mutual  Warranty  and  Limitation  of  Liability.
       ------------------------------------------------

     a)     EXPERIAN   MAKES   NO   WARRANTIES,   EXPRESS   OR   IMPLIED,   WITH
RESPECT  TO  THE  EXTRACT  INCLUDING,  WITHOUT  LIMITATION,  ANY  WARRANTIES  OF
MERCHANTABILITY  OR  FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES THAT THE
EXTRACT,  IS  CURRENT,  ACCURATE,  COMPLETE,  OR  FREE OF ERRORS.  The verified,
provided  or enhanced data provided by Licensee shall be as accurate as possible
in  light  of  industry  standards  for  the  collection of such data.  Licensee
warrants  that  it  has the full legal right to provide the data to Experian for
Experian's  use  under  the  terms  of  this  Agreement.

     b)     UNDER  NO   CIRCUMSTANCES  WILL  EXPERIAN,   LICENSEE  OR  THEIR
LICENSORS  OR  SUPPLIERS  BE  LIABLE  FOR  INCIDENTAL,  SPECIAL OR CONSEQUENTIAL
DAMAGES,  INCLUDING  BUT  NOT  LIMITED  TO,  LOST  PROFITS,  LOST  DATA, OR LOST
BUSINESS,   EVEN   IF   SUCH   PARTY  WAS  AWARE  OF  THE   POSSIBILITY THEREOF.

     c)     Experian's  and  Licensee's  sole  remedy  for  any claim under this
Agreement,  regardless  of  the  cause  or  form  of  action, and Experian's and
Licensee's  (and  its  licensors  and  suppliers)  maximum  liability under this
Agreement  for  such  claim,  shall  be,  at the liable party's sole option, the
liable  party's  s provision of data equivalent to the data which is the subject
of the claim or recipients direct damages up to, but not in excess of, the total
amount  of  the  market  value for the use of the Extract, verified, provided or
enhanced  data  for  the  transaction  on  which  the  claim  is  based.


                                  Page 3 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
9.     Mutual  indemnity.  Both  parties  agree to indemnify and hold each other
               ---------
harmless  from  and  against  any  and all liabilities, damages, losses, claims,
costs, and expenses (including attorney's fees) arising out of or resulting from
the  other  party's or any end user's use of the, verified, provided or enhanced
data  provided  by  Licensee,  Experian  Extract  or  any  data from the Extract
including,  without  limitation,  (i) failure to observe any use restriction set
forth herein; (ii) any claim alleging that either party or any end user violated
the  legal  rights  of another person; (iii) any claim by a third party alleging
that  either  party  failed  to  perform  the  services  properly;  or  (iv) any
misrepresentation  or  breach  of  warranty  by  either  party or either party's
nonperformance  of  any  obligations  imposed  on  it  by  this  Agreement.

10.     Ownership  of  Extract.   Licensee  acknowledges that it has no right or
        ----------------------
interest in the Extract except as expressly provided by this Agreement, that its
rights  to  use  the  Extract  are  limited  to those expressly provided in this
Agreement,  and  that  title  to  the  Extract  and other materials furnished to
Licensee  by Experian in connection with this Agreement is vested exclusively in
Experian.   Licensee  shall not take any actions adverse to Experian's ownership
rights  in  the  Extract.

11.     Confidentiality.   The  parties acknowledge that it will be necessary to
        ---------------
provide  access  to  confidential  and/or  proprietary information ("Proprietary
Information")  to  each  other  in  connection with this Agreement.  Proprietary
Information  shall  be  clearly  identified or labeled as such by the disclosing
party  at the time of disclosure.   Each party shall protect the confidentiality
of  the  Proprietary  Information  of  the  other party in the same manner as it
protects its own proprietary information of like kind.  The parties shall return
all  Proprietary  Information  of the other upon the earlier of a request by the
disclosing  party  or  upon termination of this Agreement.   Neither party shall
reproduce,  disclose  or use the  Proprietary  Information  of the other without
written  authorization  of  the other except in performing its obligations under
this Agreement or as required by law. The terms and conditions of this Agreement
shall be considered Proprietary Information and shall not be disclosed by either
party  to any third party.   The limitations on reproduction, disclosure, or use
of  Proprietary Information shall not apply to Proprietary Information which (a)
was developed independently by the party receiving it; (b) was lawfully received
from  other  sources  without  an  obligation of confidence; (c) is published or
otherwise  disclosed  to  others by the disclosing party without restriction, or
otherwise  comes  within  the public knowledge or becomes generally known to the
public  without  breach  of  this  Agreement.

12.     Termination.
        -----------

     a.     This  Agreement  and the license granted hereunder may be terminated
by  either  party (the "non-breaching party") upon written notice of termination
in  the  event  that the other party (the "breaching party") materially fails to
perform  or  observe  any material term or provision of this Agreement, and does
not  cure such breach in all material respects within thirty (30) days following
written  notice  from  the  non-breaching party demanding the correction of such
breach  (which  notice shall describe such breach in sufficient detail to permit
the  breaching  party  to  correct  such breach); provided, however, that in the
event  of  a  payment  default,  the  thirty  (30) day period referenced in this
paragraph  12(a)  shall  be reduced to five (5) days.   It shall be considered a
material  breach of this Agreement if the televerified data provided by Licensee
to  Experian  fails  to  meets  Experian's  data  quality  guidelines.

     b.     Either  party  may terminate this Agreement by providing thirty (30)
days written notice to the other party in the event that the other party makes a
general  assignment  for  the benefit of creditors,  or files voluntary petition
in  bankruptcy  or  files  for  reorganization  or  rearrangement  under  the
bankruptcy  laws,  or  if  a  petition in bankruptcy is filed against such other
party  and  days  after the filing, or if a receiver of trustee is appointed for
all  or  any  substantial  party  of  property  or  assets  of such other party.

     c.     Either  party  may,  on thirty (30) days prior written notice to the
other  party,  terminate  this  Agreement  in the event the licensed data in the
Extract  becomes  significantly


                                  Page 4 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
restricted  in  its use, by operation of law or by contract, such that it cannot
lawfully  be  provided  to  or  used  by  Licensee.

13     Post-termination  Obligations. Upon the termination of this Agreement for
       -----------------------------
any  reason,  Licensee's license to use the Extract shall terminate and Licensee
shall  immediately  cease  all  use of the Extract. Licensee shall within thirty
(30) days of the date of termination destroy or return to Experian all copies of
the  Extract  in  its  possession  or  control,  and shall provide to Experian a
certification  signed  by  an  officer  of  Licensee  evidencing  such return or
destruction.  The provisions of paragraphs 9, 10, 11, 13 and 14(a) shall survive
any  termination  or  expiration  of  this  Agreement.

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

     a.    Audit.   During  the  Term  and for one year after the termination of
           -----
this  Agreement, Licensee shall, upon request, provide to Experian or an auditor
designated  by  Experian  access  to Licensee's records reasonably pertaining to
Licensee's  compliance  with  the  terms  of  this  Agreement.

     b.    Publicity.  Licensee  will  not  release  information concerning this
           ---------
Agreement  without  the  consent  of  Experian.   Nothing herein, however, shall
limit  Licensee  from  making  disclosures  required  by  law  or  regulation.

     c.    Relationship  of  the  Parties.   The  parties  acknowledge  that the
           ------------------------------
relationship  between Experian and Licensee shall be construed solely as that of
independent contractors. The parties further acknowledge that any and all rights
not  expressly granted pursuant to this Agreement are reserved to the respective
party  originally  holding  such  rights  and  that neither party shall have any
right, power or authority to in any way obligate the Other to any contract, term
or  condition  not  set  forth  herein.

     d.    Notices. All notices and other communication required or permitted to
           -------
be  given  under  this  Agreement shall be in writing and shall be effective (a)
when  delivered  personally; (b) when transmitted by electronic facsimile device
or  electronic mail; (c) upon receipt of such notice by Federal Express or other
overnight  delivery services; or (d) upon deposit in the U.S. Mail, certified or
registered  mail, postage prepaid and return receipt requested, addressed to the
other party at its address set forth below, unless by notice a different address
shall  have  been  designated  for  giving  notice  hereunder.

               For Licensee:

                            Licensee:  YP.Net / Simple.Net Group
                                       ---------------------------------
                             Address:  4840 E. Jasmine #110
                                       ---------------------------------
                                 City   Mesa
                                       ---------------------------------
                       State/Zip Code  AZ, 85205
                            Attn:      Greg Crane - Director
                                       ---------------------------------

And to

                            Licensee:  Law offices of Lewis & Rocca, LLP
                                       ---------------------------------
                             Address:  40 N. Central Ave.
                                       ---------------------------------
                                 City   Phoenix
                                       ---------------------------------
                       State/Zip Code  AZ,  85004
                            Attn:      Randy  Papetti
                                       ---------------------------------

               For Experian:
               Experian
               Business Marketing Solutions group
               600 City Parkway West, 10th Floor
               Orange, CA  92868


                                  Page 5 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
               Attn:  Mike  Green

and to

               Experian Information Solutions, Inc
               475  Anton  Boulevard
               ----------------------------------------------
               Costa Mesa, CA.  92626
               ----------------------------------------------

                         Attn:    General Counsel
                                  ---------------------------

     e.    Excusable  Delays.  Neither  party  shall  be liable for any delay or
           -----------------
failure  in  its  performance of any of the acts required by this Agreement when
such delay or failure arises due to causes beyond the reasonable control of such
party.  Such  causes  may  include,  without  limitation,  acts of God or public
enemies,  labor  disputes,  material  or component shortages, supplier failures,
embargoes,  rationing,  acts  of  local, state or national governments or public
agencies,  utility  or communication failures or delays, fire, flood, epidemics,
riots,  and  strikes. The time for performance of any act delayed by such causes
shall  be postponed for a period equal to the delay; provided, however, that the
party so affected shall give prompt notice to the other party of such delay. The
party  so  affected,  however,  shall  use  its best effort to promptly avoid or
remove  such  causes  of  non performance and to complete performance of the act
delayed,  whenever  such  causes  are  removed.

     f.     Assignment.  This  Agreement  shall be binding upon and inure to the
            ----------
benefit  of  the parties hereto and their successors. Licensee may assign any of
its rights or obligations under this Agreement without the prior written consent
of  Experian.  Notwithstanding  the  foregoing, however, Licensee may assign its
interest  and  property  right  in  this  Agreement,  in  whole or in part, to a
successor of substantially all of its business or of any particular product line
for  which this Agreement has been entered into by Licensee, and such succession
shall  include  but  not  be limited to acquisition, merger, change of corporate
name  or  change  in the makeup, organization or identity of Licensee so long as
such  successor  agrees  to abide by the terms and conditions of this Agreement.

     g.    Amendment.    No  statement or writing subsequent to the date of this
           ---------
contract  purporting  to  modify, change or add to the terms and conditions here
will  be  binding  unless  consented  to  in  writing  by  duly  authorized
representatives  of  Experian  and  Licensee  in  a  document  making  specific
references  to  this  Agreement.

     h.  Severability.  If  any  provision of this Agreement Is determined to be
         ------------
invalid  or  unenforceable,  the remaining portions hereof shall not be affected
thereby and shall be binding upon the parties hereto and shall be enforceable as
though  said  invalid  or  unenforceable  provision  were  not contained herein,

     i.  Headings.  The  headings  in  this  Agreement  are  intended solely for
         --------
convenience  of  reference and shall be given no effect in the interpretation or
construction  of  this  Agreement.

     j.  Applicable Law. This Agreement shall be governed in all respects by the
         --------------
law  of the State of California without giving effect to principles of conflicts
of  law.

     k.  Binding  Arbitration.  If  the  parties are unable to resolve a dispute
         --------------------
arising  out  of or relating to this Agreement or the parties' respective rights
and  duties  hereunder,  then the parties will resolve such dispute in a binding
arbitration conducted under the auspices of the American Arbitration Association
in  Orange  County,  California.

     l.  Attorney's  Fees.  The  prevailing party in any legal action brought by
         ----------------
one  party against the other arising out of the breach or alleged breach of this
Agreement  shall be entitled, in addition to any other rights or remedies it may
have,  to  reimbursement  for  its  expenses,  including  court


                                  Page 6 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
costs and reasonable attorney's fees,

     m. Contract in Entirety. This Agreement sets forth the entire agreement and
        --------------------
understanding between the parties as to the subject matter hereof and merges and
supersedes  all prior discussions, agreements and understandings of any kind and
every  nature  between  them.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.


EXPERIAN INFORMATION SOLUTIONS, INC.          YP.Net, Inc.,
BY ITS BUSINESS                               Simple-Net Group
MARKETING SOLUTIONS GROUP



By:     /s/  Roger H. Lisabeth                By:      /s/  Dan Couryor
      -----------------------------                  ---------------------------
Name:   Roger H. Lisabeth                     Name:    Dan Couryor
      -----------------------------                  ---------------------------

Title:  V.P. and G.M.                         Title:   Director
      -----------------------------                  ---------------------------

Date:   02/05/03                              Date:    1-30-03
      -----------------------------                  ---------------------------



                                  Page 7 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt


<PAGE>
                                    EXHIBIT A
                                       TO
                       DATABASE EXTRACT LICENSE AGREEMENT

                        Between Experian and YP.Net, Inc.

                            Dated: February 01, 2003

ITEM  NO.  1:   DATA  ELEMENTS  OF  EXTRACT

Experian  agrees  to  license  to  Licensee  the  following data elements of the
Extract on the terms and conditions set forth in the Agreement.

- --------------------------------------------------------------------------------
Company Name

Contact Name and Title

Company Address (including City, State)

Company Phone Number

Company Zip Code

Company SIC Code

SIC Definitions

Geography codes (where available)
- --------------------------------------------------------------------------------

ITEM NO. 2: YP.NET, INC. TELEVERIFIED DATA ELEMENTS


Data  elements  to  be  provided  to Experian when they are obtained through the
televerification  of  data  in  the  Database  or  from  other  sources
- --------------------------------------------------------------------------------

Business Name
Address (City, State, Zip Code)
Contact Name and Title
Telephone Number

Any other fields Licensee collects that Experian deems valuable
- --------------------------------------------------------------------------------



                                  Page 8 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
                                    EXHIBIT B
                                       TO
                       DATABASE EXTRACT LICENSE AGREEMENT

                        BETWEEN EXPERIAN AND YP.NET, INC.

                            DATED: FEBRUARY 01, 2003

                           EXPERIAN QUALITY STANDARDS

     Experian prefers to explicit and proactive in defining how we expect data
     to look and perform. Adhering to the following quality guidelines will
     ensure that every record being sent to Experian already meets our strict
     quality standards thus virtually eliminating any errors and the subsequent
     need to reject said records back to the vendor.

     Compliance with the rules and definitions set forth here will warrant that
     the data being sent to Experian performs as anticipated when loaded to our
     database. Compliance with these data rules and definitions will also help
     to ensure timely and accurate payment to the vendors for all their hard
     work in building the world's premiere business database.

     BUSINESS  NAME
     Business  Name:     Alpha,  Two  (2)  Characters  or  more

ADDRESS
- -------

     1.   Street:    Must be a minimum of four characters including spaces. Any
          character that is not a letter or a number is not acceptable (i.e. no
          symbols).
          a.   The street address must also contain pre-directional,
               post-directional and suite number if appropriate.
     2.   City:              Must be populated and contain only alpha characters
     3.   State:      Standard  U.S.  State  Abbreviations
     4.   Zip:        Zip  5
     5.   Minimum  acceptable  Address criteria consists of either of the
          following:
          a.   Street, City, State and Zip
          b.   Street, City, State
          c.   Street, City and State
          OR
          d.   Street and Zip

                                  PHONE Number

     1.   The telephone number shall be for business addresses located within
          the United States only.
     2.   The telephone number shall consist of a three (3) digit Area Code, a
          three (3) digit prefix and a four (4) digit suffix.
     3.   An Area Code must be present in order for the Primary Phone Number to
          be valid. Any Area Code not currently in service shall not be
          considered a valid Area Code for the purposes of our data.


                                  Page 9 of 7                             YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>
PRIMARY PRINCIPAL (CONTACT NAME)

If the acceptable criteria are not met for the Primary Principal name(s), then
no information is to be submitted.

Primary Principal Name Acceptable Criteria
(Minimum of Honorific and Full Last Name or First Initial and Full Last Name)

<TABLE>
<CAPTION>
<S>                                                                  <C>
1.   First Name, Last Name and Title                                 John Smith, President
2.   First Initial, Last Name and Title                              J Smith, President
3.   First Initial, Middle Initial, Last Name and Title              J A Smith, President
4.   Honorific, First Name, Last Name and Title                      Mr John Smith,
     President
5.   Honorific, First Name, Middle Initial, Last Name and Title      Mr John A Smith,
     President
6.   Honorific, First Initial, Last Name and Title                   Mr J Smith, President
7.   Honorific, First Initial, Middle Initial, Last Name and Title   Mr J A Smith, President
8.   Honorific, Last Name and Title                                  Mr Smith,
     President
9.   Honorific, First Name and Last Name                             Mr John Smith
10.  Honorific, First Initial and Last Name                          Mr J Smith
11.  Honorific, First Initial, Middle initial and Last Name          Mr J A Smith
12.  First Name and Last Name                                        John Smith
13.  First Initial and Last Name                                     J Smith
14.  First Initial, Middle Initial and Last Name                     J A Smith
</TABLE>

Unacceptable Combinations for Primary Principal Name

<TABLE>
<CAPTION>
<S>                                                      <C>
1.   First Name and Title                                John, President
2.   Last Name and Title                                 Smith, President
3.   First Name, Last Initial and Title                  John S, President
4.   First Name, Middle Initial, Last Initial and Title  John A S, President
5.   First Initial, Middle Initial and Title             J A, President
6.   First Initial and Middle Initial                    JA
7.   Middle Initial and Last Name                        A Smith
8.   First Name and Last Initial                         John S
9.   First Name                                          John
10.  Middle Initial                                      A
11.  Last Name                                           Smith
</TABLE>




                                  Page 10 of 7                            YP.Net
YPNet Database Extract Lic Agrmt -                Database Extract License Agrmt

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>8
<FILENAME>doc8.txt
<TEXT>
                                                                   Exhibit 10.14

                               AMENDMENT TO LEASE


     THIS AMENDMENT TO LEASE, made and entered into this 7th day of January 2003
                                                         ---        ------------
by  and  between  The  Estate of Arthur G. Grandlich, d.b.a. McKellips Corporate
                  --------------------------------------------------------------
Square,  Betsy  A. Grandlich Co-Personal Representative, Bank One Trust Company,
- --------------------------------------------------------------------------------
Co-Personal  Representative,  hereinafter  referred  to  as "Lessor", and YP.Net
- ---------------------------                                               ------
Inc., a Nevada Corporation (formerly known as Renaissance International Group, a
- --------------------------------------------------------------------------------
Nevada  Corporation),  hereinafter  referred  to  as  "Lessee".
- --------------------

                                  WITNESSETH:

     WHEREAS,  Lessor  leased certain premises in the McKellips Corporate Square
                                                      --------------------------
building,  4840  East  Jasmine  Street  in the City of Mesa, County of Maricopa,
           ---------------------------                 ----            --------
State of Arizona, to Lessee, pursuant to that certain lease dated the 1st day of
         -------                                                      ---
June,  1998;  said  Lease  and  amendment(s)  thereto  hereinafter  collectively
- ----   ----
referred  to  as  the  "Lease",  the  premises being more particularly described
therein;  and

     WHEREAS, Lessor and Lessee therefore wish to extend said Lease;

     NOW  THEREFORE, in consideration of these present and the agreement of each
other,  Lessor  and  Lessee  agree  that  the  said Lease shall be and is hereby
amended as of the 7th day of January 2003:
                  ---        ------------

     1.   The  term  of  the  Lease  and Landlord's consent shall be extended 36
          months  with  an amended expiration date of the 30th day of June 2006.
                                                          ----        ---- ----

     2.   Base  Rent  for  the  Leased  Premises  shall  be  payable  in monthly
          installments  of;

               July 2003 thru June 2006 @ $9,727.76 + CAM + Rental Tax / Month

     3.   All  other terms and conditions of the Lease dated the 1st day of June
                                                                 ---        ----
          1998  shall  remain  the  same  and  are  confirmed  and  approved.
          ----

     IN  WITNESS  WHEREOF,  the  Parties hereto have executed this instrument by
proper  persons  thereunto  duly  authorized.


LESSOR:                                    LESSEE:

The Estate of Arthur G. Grandlich          YP.Net Inc., a Nevada Corporation
d.b.a. McKellips Corporate Square          4840  E. Jasmine Street, Suite 105
201 W. Apache Trail                        Mesa,  Arizona  85205
Apache Junction, Arizona  85220

BY:  /s/  Betsy A. Grandlich               BY:  /s/  David J. Iannini
   ------------------------------             ----------------------------------
   Betsy A. Grandlich                         David J. Iannini
   Co-Personal Representative

Date:   1-14-03                            Date:  1/13/03
     ----------------------------               --------------------------------


Bank One Trust Company

BY:  /s/ Larry A. Walker
   ------------------------------
   Larry A. Walker
   Co-Personal  Representative

Date:  1-15-03
     ----------------------------


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>9
<FILENAME>doc9.txt
<TEXT>
                                                                   Exhibit 10.16


                     AMENDMENT TO THE STOCK PURCHASE AGREEMENT.

The amendment to Stock Purchase Agreement ("Amendment") is made and entered
into on the16th day of March, 1999, by and among RIGL Corporation, a Nevada
corporation ("RIGL"), Telco Billing, Inc. a Nevada corporation ("TBI") Morris
& Miller, Ltd and Mathew & Markson, Ltd. (collectively "Shareholders").

                                    RECITALS

     A.     On or about march 16, 1999, a certain Stock Purchase Agreement
(Agreement") was executed by the parties above named, which said Agreement is
still in full force and effect as TBI and the Shareholders have elected not to
declare a default, but the parties hereto acknowledge that RIGL is in
substantial and material default pursuant to the terms and conditions of said
Agreement in that RIGL has not complied with the provisions of paragraph 1.3.1
of said Agreement.

     B.     RIGL has requested that the time for performance pursuant to
paragraph 1.3.1 of said agreement shall be extended in the manner hereinafter
set forth.

     C.     TBI and the shareholders have agreed to extend the time for
performance under paragraphs 1.3.1 of said Agreement subject to and in
conformance with the provisions of this Amendment, and not otherwise, but only
upon the condition that RIGL shall pay to Mathew & Markson, one of the
Shareholders, an "Extension Fee" in the sum of $2,000,000 as hereinafter
provided, none of which shall be refundable.

     D.     Except for the revisions, amendments and additions effected by
this Amendment, the said Agreement shall be deemed to be in full force and
effect according to its terms, as amended.

     Now therefore in consideration of the mutual promises of parties' and
other valuable consideration, it is agreed as follows:

     1.     Recitals.  Each and all of the Recitals is hereby represented by
the parties hereto to be true and accurate as of the date hereof, and said
Recitals are hereby incorporated fully into this Amendment.

     2.     Extension Fee.  RIGL is hereby granted an extension of time, up to
but not past 5:00 p.m. on the 16th day of July, 1999, ("Extension Date") in
which to pay the Royalty Balance of $5,000,000.00 provided for in said
Agreement subject to the following:

a)     Concurrently with the execution of this Agreement, RIGL shall pay to
Mathew & Markson in cash, cashier's check drawn on a Phoenix, Arizona bank, or
by wire transfer to Mathew & Markson pursuant to wiring instructions, the sum
of one million dollars ($1,000,000.00) as and for an Extension Fee which
extends to RIGL the right to defer payment of the Royalty Balance as provided
for herein;


<PAGE>
b)     The receipt of payment of the Extension Fee by Mathew & Markson shall
be deemed to cure RIGL's default of paragraph 1.3.1 of the Agreement, and
shall extend the time for RIGL to pay the Royalty Balance of $5,000,000 prior
to the expiration of the Extension Date.

C)     Upon the receipt of the Extension Fee by Mathew & Markson, the parties
agree that paragraph 1.3.1 of the Agreement is hereby deleted in full, and in
lieu thereof, the following paragraphs 1.31 through and including 1.3.8 shall
be substituted for paragraph 1.3.1 of said Agreement:


1.3.1.  On or before 5:00 p.m. on June 16, 1999, RIGL shall have the option to
pay directly to Mathew & Markson at such address as Mathew & Markson shall
designate in writing, in cash, cashier's check drawn on a Phoenix, Arizona
bank, or by wire transfer pursuant to written instructions, the remaining
$3,000,000.00 of the Royalty Balance;

1.3.2.  In Lieu of the payment provided for in paragraph 1.3.1, on or before
5:00 p.m. on June 16, 1999, RIGL shall have the option of paying to Mathew &
Markson the sum of $3,000,000.00 inclusive of the Extension Fee, along with a
Promissory Note (the "Note") in favor of Mathew & Markson in the original
principal amount of $2,000,000.00, with all outstanding principal due and
payable no later than 5:00 p.m. on July 15, 1999.  The note shall be in a form
satisfactory to Mathew & Markson, and shall be secured by 2,000,000 shares of
the restricted common shares of RIGL Corporation.  The terms of such security
arrangement shall be set forth in a Stock Pledge Agreement on terms and
conditions acceptable to Mathew & Markson.  The share certificate representing
the 2,000,000 shares shall be validly issued, fully paid and non-accessible
and shall be accompanied by opinion of counsel for RIGL as to its authenticity
and shall be held in escrow by counsel for Mathew & Markson until such time as
the Note is fully satisfied or a default occurs under the terms of the Note
and or the Stock Pledge;

1.3.3.  Upon the payment of either the entire $5,000,000.00 Royalty Balance
described in paragraph 1.3.1, or that $3,000,000 portion of the Royalty
Balance and delivery of the Note, Stock Pledge and Shares, TBI and
Shareholders shall close the transaction contemplated under the Agreement in
accordance with paragraph 1.6 therein;

1.3.4.  In the event that RIGL shall fail or refuse to perform completely in
accordance with the separate provisions of paragraphs 1.3.1 or 1.3.2 of this
Amendment, then none of the Extension Fee shall be credited toward the Royalty
Balance, and RIGL shall be deemed to have substantially and materially
breached the said agreement as herein amended, and the Extension Fee shall be
deemed to have been earned by TBI and the Shareholders;

1.3.5.  In the event that RIGL shall fully perform pursuant to paragraph
1.3.1, or in the alternative pursuant to paragraph 1.3.2, then and in either
of such events the Extension Fee shall be credited toward the payment of the
Royalty Balance of $5,000,000.00.

1.3.6.  All references to time herein shall be determined to refer to Phoenix
local time;

1.3.7.  It is the intension of the parties hereto that the Extension Fee shall
at no time be repaid to RIGL, but that said Extension Fee shall either be
retained by Mathew & Markson on behalf of TBI and the Shareholders as payment
for the Extension Fee, or, the Extension Fee shall be applied toward payment
of the Royalty Balance and retained by Mathew & Markson for that reason;

1.3.8.  No Part of the Extension Fee paid by RIGL shall be derived from the
sale or hypothecation of any of the real, personal or intangible property of
TBI and/or its affiliates, it being the intent of the parties that only funds
at risk by RIGL and/or its affiliates will be used to pay the Extension Fee.


<PAGE>
     3.     Build out allowance.  In the event RIGL elects to move forward
under paragraph 1.3.2, as additional consideration, RIGL agrees to provide
Simple.Net a build-out allowance of $250,000.00 to be used as Simple.Net deems
reasonable to build out, furnish and equip office space to be utilized by
Simple.Net located at 4840 E. Jasmine Street, Suite 111, Mesa, Arizona 85205.
This space is currently leased by RIGL pursuant to a lease dated July 1, 1998.
The initial terms of the Lease expires on June 30. 2003.  Simple.Net shall
have the right to sublease such space from RIGL for the sum of $1.00 per year
for the remainder of the initial term, and RIGL warrants to comply with the
terms of the July 1, 1996 Lease and pay all rent in a timely manner.

     4.     Right of Offer.  In the event RIGL elects to Move forward under,
and complies with the terms of paragraph 1.3.2, RIGL shall have the right to
receive notification from the principals of Simple.Net of their intention to
sell Simple.Net before Simple.Net is advertised for sale on the general
market.  If Simple.Net receive and offer(s) to sel, RIGL shall receive
notification of such offer(s) and shall have the right to compete against such
offer(s) for the right to purchase Simple.Net upon such terms mutually
acceptable to the principals of Simple.Net and RIGL.  Simple.Net shall have no
obligation to accept any such offer from RIGL.


This Amendment has been executed on the day and year first above written.

                               RIGL

                               RIGL CORPORATION, a Nevada corporation

                               By: ______________/S/_____________
                                        WILLIAM O'NEAL
                                        Its: Sr. Vice President

                               TBI

                               TELCO BILLING, INC., an Arizona corporation

                               By: _____________/S/_____________
                                        JOSEPH CARLSON
                                        Its: President

                                SHAREHOLDERS:

                                Morris & Miller, Ltd.

                                By: _____________/S/_____________
                                        CATHERINE THOMAS
                                        Its: Director

                                Mathew & Markson, Ltd.

                                By: _____________/S/_____________
                                        ILSE COOPER
                                        Its: Director


<PAGE>
EXHIBIT C

LICENSE AGREEMENT
_________________

This EXCLUSIVE LICENSING AGREEMENT ("License") is entered into on this 21st


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>10
<FILENAME>doc10.txt
<TEXT>
                                                                   Exhibit 10.17

                                  2nd AMENDMENT
                                       TO
                     STOCK PURCHASE AGREEMENT ("AGREEMENT")
                                      DATED
                                 MARCH 16, 1999
                                  BY AND AMONG
         RIGL CORPORATION, A NEVADA CORPORATION (NOW NAMED YP.NET, INC.)
          ("RIGL"), TELCO BILLING, INC., A NEVADA CORPORATION ("TBI"),
            MORRIS & MILLER, LTD. AND MATHEW AND MARKSON, LTD., BOTH
               ANTIGUA CORPORATIONS (COLLECTIVELY "SHAREHOLDERS")

This  Amendment  effective  September  12th,  2000  amends paragraph 1.4 of said
Agreement.  YP.Net,  Inc.  ("YP")  and  Shareholders  hereby agree to modify the
Agreement  by deleting the entirety of paragraph 1.4 of the Agreement. All other
revisions,  amendments  and  agreements  shall be deemed to be in full force and
effect.  This deletion irrevocably rescinds and revokes Shareholders' option and
ability  to  "Put" shares of YP common stock to YP and substitutes therefore the
following  language  in  a  new  paragraph  1.4  as  follows:

1.4  Shareholders' Option. Under this Agreement YP grants to each Shareholder, a
     --------------------
     Ten Million U.S. Dollar ($10,000,000) revolving line of credit ("Revolver")
     fully  secured by the shares of YP common stock owned by Shareholders equal
     to  the  amount  being  borrowed.  The  value  of the stock per share being
     pledged  as  security  shall  be valued at eighty percent (80%) of the last
     trade  prior  to the time of the loan request or a value of one dollar ($1)
     per  share  whichever is higher. The Revolver may be terminated at any time
     by  the  Shareholder  and  converted  into  ten  (10) year loan at the same
     interest rate as that of the Revolver and then no further advances shall be
     eligible.  The  interest  rate  on the Revolver, and/or possible subsequent
     term loan shall be 25 basis points (.25%) above YP's average borrowing rate
     from  institutional  lenders as determined by YP's Chief Financial Officer,
     but  in  no  case  lower  than eight percent (8%) and shall be set for each
     advance  at  the  time  of  the  advance request, if made. In addition, the
     average  borrowing  rate  shall  be  the average of the rate charged by the
     aggregate of YP's institutional lenders for the prior 30 day period: (i) no
     single advance shall exceed One Million U.S. Dollars ($1,000,000"); (ii) no
     advances  of  any  amount  shall  be  made unless after such advance, there
     remains  available  to  YP  an  amount equal to thirty (30) days' operating
     capital.  Operating  capital  is defined as the cash needed to maintain the
     business.  More  clearly  defined  as  those expenses needed to pay for the
     general operating expenses of the company exclusive of depreciation, taxes,
     amortization,  marketing,  expenses  or  acquisition expenses. More clearly
     defined as the expenses needed to maintain the business. The calculation of
     the  amount  of  capital  available to pay those expenses would include the
     parent  as  well  as all subsidiaries and affiliates; cash on hand, cash in
     reserve,  marketable  securities,  short  term  notes  and  certificates of
     deposit,  treasury  notes,  mutual  funds, availability on any credit lines
     plus  any  cash  reasonable expected during the 30 day period from the loan
     advance  forward.  This  line  shall  not  expire.

     Interest  charged  shall  be paid by the Shareholders quarterly in arrears.
     However,  the  shareholders  shall  have  the option of obtaining from YP a
     mandatory  advance  for the purpose of paying the interest so long as there
     is  availability  on  this  line  or  by  paying  the  interest


                                        1
<PAGE>
     with  collateral stock whoso value is defined herein above, or by tendering
     payment  in  cash  or  cash  equivalent.  YP  shall  prepare  and provide a
     statement  to  the  shareholders  quarterly. The shareholders shall have 30
     days  from receipt of the statement to advise YP how they would like to pay
     the  interest.  In the event that no advice has been received by YP then YP
     shall  advance  the funds against this line to pay the interest in a timely
     manner.

     YP grants and conveys to Shareholders the right to transfer and assign any,
     part  and  all  Shareholder rights under the Agreement or this Amendment to
     any  of Shareholders' successors and assigns without the consent of YP. Any
     such  transfer and assignment shall, however be subject to all of the terms
     and  conditions  contained  in  the  Agreement  and  this  Amendment.

     The above constitutes the entirety of the Amendment.

The  parties  to  the  Agreement and to this Amendment agree and consent to this
Amendment  and  signify  such  by  signing  in  the  spaces  provided  below.

AGREED & ACCEPTED

YP.Net, Inc.                                    Morris & Miller, Ltd.

By:  /s/  Angelo  Tullo                         By:  /s/ Ilse Cooper
   ----------------------------------              -----------------------------
     Angelo  Tullo,                                  Ilse Cooper,
     Chairman                                        Antigua Management
                                                     & Trust Ltd.
                                                     Corporate Director

Mathew  and  Markson,  Ltd.

By:  /s/ Ilse Cooper
   ----------------------------------
     Ilse Cooper
     Antigua Management
     & Trust Ltd.
     Corporate Director



                                        2
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>11
<FILENAME>doc11.txt
<TEXT>
                                                                   Exhibit 10.19

                         EXECUTIVE CONSULTING AGREEMENT
                         ------------------------------


     This  Agreement  made effective as of, September 20th, 2002, by and between
YP.Net,  Inc.  of  4840  East  Jasmine  Street,  suite  105, Mesa, Arizona 85205
("YPNT"),  as the party to receive services and Sunbelt Financial Concepts, Inc.
of  7579  E.  Main Street suite 200 Scottsdale, Arizona 85251 ("Company") as the
party  who  shall  be  providing  the  services.


     WHEREAS  Company has a background in Business Management and Administration
and is willing to provide services to YPNT and YPNT desires to have the services
provided  by  Company  and;


     WHEREAS  Company  has  provided  different  levels of service to YPNT since
February  2000 including that of Chief Executive Officer, Chairman and President
and  that  YPNT  has  survived  and  prospered  during difficult times under the
stewardship of Company. YPNT separately acknowledges those accomplishments, and;


     WHEREAS  YPNT  faces  additional challenges caused in part by activities of
the  former  Chief  Financial  Officer. Such as; The Business Software Alliance,
failure  to  file  tax  returns when due, EEOC complaints as well as the need to
continue  YPNT's  profitable  successes  and  the  need  to alert the Investment
Community  to  these  successes it is now apparent between the parties that YPNT
needs  to  secure the services of Company for a longer term In whatever capacity
or  titles  the  Company  is  willing  to  provide  those  services;


     THEREFORE  it  is  agreed  that  this  contract  shall  supercede all prior
agreements  between  the  parties  and shall become effective on the date signed
below  which  will  have  culminated  by  the recommendation of the Compensation
Committee  of  YPNT.  It  is  further  agreed  by  the  parties  that;


1.    Description  of  Services.  Company  will  continue to make available its
      -------------------------
      current  services  as  well  as  the  new  ones  listed  below;

      a.    The  services  of  a  Chief  Executive Officer ("CEO"), Chairman and
            President  initially  in  the  person  of  Angelo  Tullo.
      b.    The  services  of  an  administrative person to assist the person in
            number  1a  above.  Initially  that  person  would hold the title of
            Executive  Assistant  to  the  Chairman  and  Administrative  Vice
            President.


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 1 of 9


<PAGE>
      c.    The  services  of  at  least  1  part time administrative person, or
            "Gal/Guy  Friday"  to  assist  in  all  areas  of YPNT's business as
            directed  by  the  Company.
      d.    In  the  event  that  YPNT determines that another individual should
            serve  in one or more of those positions it is fully a liberty to do
            so  at  its own cost. It is clearly understood that the services the
            Company  provides  herein  are valuable to YPNT no matter the titles
            the  employees  of  Company  are  asked  to take while providing the
            services  to  YPNT. In the case where another is named to any of the
            titles  herein  above  that  Company  would  continue  to  provide
            consulting  services  on  an as needed basis in order to fulfill its
            obligations  hereunder.
      e.    The  employees  herein shall be employees of Company and not of YPNT
            but shall be able to hold themselves out as Employees of YPNT by the
            use  of  their  respective titles, and in the course of their duties
            with  respect  to  the  signing  of  contracts,  etc.
      f.    The  Company  duties  shall be to monitor and manage the affairs and
            employees  of  YPNT  such that YPNT maximizes profits and growth and
            enhances  shareholder  value by alerting the Investment Community to
            the  successes  of  YPNT  should  there  continue  to  be successes.
      g.    This  is  not  an  employment  contract of Angelo Tullo or any other
            employee  of  Company  and  the  money  paid  under this contract is
            payable  to Company and is earned by the Company not by Tullo or any
            of  the other employees of Company, who merely work for the Company.
      h.    Maintain  all  of the minute books and legal records in a fidiuciary
            capacity  for  YPNT.
      i.    Interact  with  shareholders, lenders, board members, the investment
            community  at  large.
      j.    Such  other  tasks  as  the  Board of YPNT may reasonably require of
            Company  or  its  employees.


2.    Performance  of  Services.  Company  shall  determine  the manner in which
      -------------------------
      Services  are  to  be  performed  and  the  specific hours to be worked by
      Company  or  its  employees.  YPNT  will rely upon Company to work as many
      hours  as  may be reasonably needed to fulfill Company's obligations under
      this  Agreement.  YPNT  specifically  acknowledges  that Company has other
      clients  and  that  each  of the Company's employees will work on projects
      both  related  to  and  unrelated  to  YPNT.

3.    Payment.  YPNT  shall  pay  fees  and  other  compensation  to Company for
      -------
      Services  under  this  contract  according  to  the  following  schedule;

      a.    Monthly fees of $32,000.00 per month in year one with a 10% increase
            in each succeeding year, This fee shall be payable monthly, no later
            than  the  first day of each month preceding the period during which
            the  Services are to be performed. Services are deemed earned at the
            moment they are due. Company will not be required to send an invoice
            for  services.


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 2 of 9


<PAGE>
      b.    Company  shall  also  be  paid  for attending Board Meetings with at
            least  one  individual.  Company  shall be paid $2000.00 per day for
            each board meeting or $2,000.00 per quarter whichever is greater, no
            matter  how many of Company's employees attend. This amount shall be
            raised  if  a  majority  of  board members whether inside or outside
            board members receive a larger amount. Company shall not be paid for
            Board  committee  work.
      c.    Company shall also be provided with a 3 Cell Phone allowance for its
            employees  performing  services  for  YPNT.
      d.    Company can allocate this monthly payment in any manner it instructs
            YPNT  to  pay it and to whomever it so designates. It may be used to
            pay  for  automobiles in YPNT's name, medical expenses or insurance,
            mobile  phone,  etc.  so  long  as the aggregate does not exceed the
            amounts  above.
      e.    Employee(s)  of  Company shall be offered participation in any stock
            option  plan  approved  by  the  Board of Directors of YPNT that are
            offered to other executives and employees, whether key or not during
            the  term  of  this  agreement.  Any  options  and or stock obtained
            pursuant  to  this  plan  shall also be held as collateral under the
            terms  of  the  line  of  credit  above.


4.    Expense  Reimbursement.  Company  shall  be entitled to reimbursement from
      ----------------------
      YPNT for all "out of pocket" expenses. Examples of some but not all of the
      reimbursable  expenses  are;  gasoline,  travel, hotels, insurance, flight
      insurance, meals, entertainment for business. In addition, Company and its
      employees  providing services to YPNT may be provided with credit or debit
      cards so that they pay for expenses incurred while performing services for
      YPNT  as  they  occur.  Company shall be authorized to approve any and all
      expenses  on  YPNT's  card without liability to the Company. If Company or
      employee or principal of Company is the primary signer for the Credit Card
      provided  to  Company  or anyone else for the benefit of YPNT than Company
      shall hereby be indemnified for any and all expenses incurred on said card
      or cards by YPNT or other employees of YPNT who may also be allowed to use
      the  card(s).

5.    Stock  Compensation. In order to more clearly align the efforts of Company
      --------------------
      with  the  Shareholders of YPNT and to reward the Company for its superior
      past  performance  on behalf of YPNT's shareholders the Board of Directors
      of  YPNT deems it prudent to award 4 million shares of its Common stock to
      Company.  That  Stock is currently valued (as traded on the OTC Electronic
      Bulletin  Board on Friday June 21st, 2002) at 6 cents per share. According
      to  Generally  Accepted  Accounting  Principles and as required by the SEC
      this  compensation  would  be accounted for at 90% of that value or at the
      current amount required under the rules. YPNT further acknowledges that it
      will  pay  any Federal or State Incomes taxes that the Company may have to
      pay  on  this  stock award as they may come due to the Company. This stock
      shall  be so encumbered as part of the flex compensation below and as part
      of the customer acquisition requirement. If YPNT's customer count does not
      exceed  177,000  customers  within 12 months from October 1, 2002 than the
      stock  is  forfit  in  prorata  share based on the customer count actually
      obtained.  The  base  amount for calculations is 100,000 customers, so the


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 3 of 9


<PAGE>
      company  would  have to achieve an increase of 77,000 additional customers
      during the period. For example; if there were 160,000 customers this could
      amount  to  60,000  additional  customers. your would that would be 78% of
      Goal.  So  22%  of  the  stock  would  be  forfit  back  to  YPNT.

6.    Guarantee of YPNT obligations.  As an accommodation to YPNT the Company or
      -----------------------------
      any of its employees may elect to provide personal or corporate guarantees
      for  any  indebtedness  incurred  by  YPNT.  If  they so chose to do so by
      signing  below  YPNT  hereby indemnifies those Employees of the Company or
      the Company itself for any loss, claim, or damages suffered by the Company
      or  its  employees  by  way  of  this  guarantee(s).

7.    Signing of Documents.  As a further accommodation to YPNT the employees of
      --------------------
      the  Company  agree  to  execute  documents,  SEC  Filings,  and  or to be
      authorized  signers  on  YPNT's  Bank  or Financial Accounts as needed. By
      signing  below  YPNT  hereby  agrees  to  indemnify  the  Company  and its
      Employees or Agents for any actions they may take on behalf of YPNT or any
      damages  they  may  sustain  for  this  accommodation.

8.    Bonus  for  previous  year's achievements.  By prior order of the Board of
      -----
      Directors and as a condition of executing this contract a bonus was awared
      to  Company  for  its services in the amount of $208,000.00. Said bonus is
      payable  on  October  1,  2002  and  for both parties shall be expensed or
      indicated  as income in the period beginning October 1, 2002. Further YPNT
      shall  bonus  to Company any Federal and/or State Income taxes that may be
      due  by the Company for this bonus when Company files it's 2002 income tax
      forms.

9.    Line  of  Credit.  Under  the  Previous  Contract  YPNT provided a line of
      -----------------
      Credit  to  Company  in  the aggregate amount of $200,000.00 fully secured
      against any and all YPNT stock owned by the Company or by Angelo Tullo. In
      exchange  for this new contract the Company agrees to pay off this line of
      Credit  within  45  days  of  the  signing  of  this  agreement.

10.   Flex  Compensation.  YPNT  shall  make available to the Company additional
      ------------------
      income, which shall be called "Flex-Compensation". The maximum amount that
      can  be  immediately  drawn  upon  shall be $220,000.00 (as a base in each
      fiscal  year),  except as modified below. However that base shall increase
      by  10%  on  each  12-month anniversary thereafter during the term of this
      contract.

      This Flex Compensation is a part and parcel of the Compensation to be paid
      to  the  Company  by  YPNT.  However  as part of the mutual accommodations
      between  the  parties  Company  agrees  not  to  take  all  of


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 4 of 9


<PAGE>
      the  Compensation  at  one  time  but that in any event the Company is the
      final  arbiter  of when and if YPNT is capable of paying the bonus at that
      time,  except that at all times YPNT shall have sufficient cash on hand or
      anticipated  to  cover its next 30 days of operating expenses exclusive of
      marketing  expenses.

      Since  it  is assumed that the entire amount shall be taken in each fiscal
      year  so  for  accounting  purposes  the  Accountants  shall  accrue as an
      expense,  in the case of YPNT and as income, in the case of Company 1/12th
      of  the  total  amount available on a monthly basis or the amount actually
      taken;  whichever  is  greater.

      YPNT is making this Flex Compensation available to the Company as a way to
      induce  the Company to continue to perform services for the entire term of
      the  contract.  To  insure  that  the  Company  does  not  take  the  Flex
      Compensation  at  the  beginning  of  the term and then resign the Company
      hereby  grants  to  YPNT  a  first position lien right on all of the stock
      granted  by the YPNT to either the Company or Angelo Tullo. If the Company
      takes  the  Flex  Compensation,  and  resigns  it has the choice of either
      returning  the unused flex compensation for that fiscal year and retaining
      the  stock  or  returning  the stock to the company. The Company and Tullo
      would  not  be  allowed  to  sell,  assign  or further transfer this stock
      without the permission of YPNT, which permission shall not be unreasonable
      withheld.  However,  because of the valuable nature of these services YPNT
      would  be  obligated to take title of these shares in the event of a valid
      enforceable  lien  or  judgment  against Company that would encumber these
      shares  and by signing below Company warrants that it would not interfere.

      By  signing  below the Company and Tullo agree that the Security Agreement
      signed  last year as part of the Lien of Credit previously offered by YPNT
      is  hereby  amended  with  the  provisions  on  number  8 herein and shall
      continue  as  a  security  agreement  for  the  purposes  of  this  Flex
      Compensation  until  amended  or  changed  by  the  parties,  in  writing.

11.   Support  Services.  YPNT  will  provide the following support services for
      -----------------
      the  benefit of Company; office space (2 offices and one cubicle, with the
      furniture  currently  inside)  and  office  supplies,  3 telephones, three
      computers,  and  personnel  to answer one Company telephone number. In the
      event  of  termination  of  this  agreement than YPNT will if requested by
      Company  assign  the  lease  for  the offices to the Company. Said monthly
      lease  if  assigned  can-not  exceed $500.00 per month till the end of the
      term  of this agreement. Any amount above $500.00 per month would still by
      the  responsibility  of  YPNT.  The  computer  & general office equipment,
      excluding  phones  would  be  turned over to Company by the payment by the
      Company  to YPNT within 45 days of cancellation in the amount of $3,000.00
      in  year  one,  $2,000.00  in  years  two  through  5.


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 5 of 9


<PAGE>
12.   Termination.  This  agreement  shall  continue  until  September  30, 2007
      -----------
      whereupon  it  shall automatically renew for another similar period unless
      either  party  notifies the other of its intent not to renew 30 days prior
      to  the  renewal  date  at  the  address  provided for herein for notices.

      Company  may  terminate this agreement at anytime by providing YPNT with a
      30-day  termination  notice,  with  no  penalty  to  either  party.

      In  the  Event  of  a  termination  by  YPNT  for  malfeasance,  theft  or
      embezzlement in regards to YPNT and while Company is providing services to
      YPNT  and  where  such  malfeasance,  theft or embezzlement is proven in a
      competent  court  of  law  to have directly damaged YPNT than all Stock of
      YPNT  received  by  the  Company,  then in Company's possession or control
      shall  be  surrendered  to  YPNT.

      In  the  Event  of a termination by YPNT for any reason other those listed
      above  than Company shall be entitled to a termination fee equal to the 30
      %  of  the balance of the contract but in any case not less than 12 months
      fees  plus  the  release  of  the stock collateral given in number 8 above
      regarding  the  flex  compensation.


13.   Due  on  Sale  Clause.  In  the event that there is a change in control of
      ----------------------
      YPNT as defined by the United States Securities and Exchange Commission or
      the  Internal  Revenue Services of the United Stares of YPNT of the entire
      company  now  know as YPNT, Telco Billing or the majority ot YPNT's assets
      are  sold, (excluding a factoring arrangement which is defined herein as a
      financing agreement) than 30% of the balance of this contract or 12 months
      worth of fees, whichever is greater becomes immediately due and payable by
      YPNT  to  Company,  at  the  Company's  option.  Further that all debts by
      Company to YPNT would be forgiven and any liability by YPNT to Company for
      any  tax  payments due Company for previous grants hereunder are also due.


14.   Relationship  of  the  Parties.  It  is  understood  that  Company  is  an
      ------------------------------
      independent  contractor with respect to YPNT and that it will be providing
      services of similar kind to others. YPNT will not provide fringe benefits,
      including  health  insurance  benefits,  paid  vacation  or other employee
      benefits  for the benefit of Company except as paid by Company as provided
      herein.


15.   Employees.  Company's  employees, who perform services for YPNT under this
      ---------
      agreement  shall also be bound by the provisions of this Agreement. At the
      request of YPNT, Company shall provide adequate evidence that such persons
      are  Company's  employees,  members  or  agents, (" Company Employees", or
      "Employees").


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 6 of 9


<PAGE>
16.   Injuries.  Company acknowledges Company's obligation to obtain appropriate
      --------
      insurance coverage for the benefit of Company (and Company's employees, if
      any).  Company  waives  any  rights to recovery from YPNT for any injuries
      that  Company  (and/or  Company's  employees) may sustain while performing
      services  under  this  Agreement  and that are the result of negligence of
      Company  or  Company's  employees.


17.   Return  of  Records.  Upon  termination  of  this Agreement, Company shall
      -------------------
      deliver  all  records, notes, data, memoranda, models and equipment of any
      nature  that  are  in Company's possession or under Company's control that
      are  YPNT's  property  or  relate to YPNT's business except as retained by
      other  similar  hired  or  employed  Directors  or  Officers  of  YPNT.


18.   Officers and Directors Insurance and Indemnification.  YPNT shall maintain
      ----------------------------------------------------
      officers  and  directors  insurance in amounts deemed necessary by Company
      and  the  Directors of YPNT (in no event shall said insurance be less than
      $2.5 million dollars in face amount) such that YPNT will indemnify Company
      and  its  officers,  agents  and  employees  against any and all 3rd party
      claims  made against Company as more fully identified in YPNT's Bylaws and
      Articles of Incorporation, attached hereto and made part of this agreement
      herein  by  reference.


19.   Default.  In  the  event of a Default by YPNT for non-payment or and other
      --------
      breach  of  this agreement than YPNT shall pay a Default fee of $50.00 per
      day  for  each  day  until cured. If after 15 days from receipt by written
      notice  of default YPNT has still not cured its default the entire balance
      of  the  contract  shall  become due and payable including any termination
      penalties.  Company  shall  have  the right to sue YPNT for damages and to
      recover  all  attorneys'  fees.

      In the event of a default by Company, YPNT shall notify Company in writing
      of  the  nature of the default and Company shall have 15 days to cure said
      default.  Failure to cure the default shall be grounds for the termination
      of  the agreement. All clauses of termination remain in effect. YPNT shall
      have  the  right  to sue Company for damages and to recover all attorneys'
      fees.

      It  is expressly understood that in the event of a death, disability or by
      some other reason that Angelo Tullo or any other individual then currently
      providing services to YPNT becomes unable or unwilling to provide services
      it  does  not  void this contract. Company shall have up to four months to
      replace  the  person  performing  those services with some one or multiple
      personnel whose aggregate talents are equivalent to those of the person or
      persons  unable  or  unwilling  to  perform services. Company is the final
      arbiter of the ability of its personnel to perform the necessary services.
      In the event that Company is unable or unwilling to replace those services
      than  YPNT can cancel the contract by releasing the lien on collateral and
      is  not entitled to the return of the flex compensation and by paying a 12
      month  cancellation  fee  equal  to  12  months  fees.


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 7 of 9


<PAGE>
20.   Notices:  All  notices required or permitted under this agreement shall be
      --------
      in  writing  and  shall  be  deemed delivered when addressed in person and
      mailed  certified  mail return receipt requested in the United States Mail
      and  addressed  as  follows  (or  to such future addresses that each party
      shall  inform  the  other  in  writing during the term of this agreement):

            If  to  YPNT:

            YP.  Net,  Inc.
            DeVal Johnson
            Secretary
            4840 E. Jasmine Street Suite 105
            Mesa, Arizona  85205

            If to Company:

            Sunbelt Financial Concepts, Inc.
            Angelo Tullo
            President
            7579 E. Main Street, suite 100
            Scottsdale, Arizona  85251


21.   Entire  Agreement.  This  Agreement  contains  the entire agreement of the
      ------------------
      parties  and  there  are  no  other  promises  or  conditions in any other
      agreement  whether  oral  or  written. This agreement supersedes any prior
      written  or  oral  agreements  between  the  parties.


22.   Confidentiality  and  non-compete.  The  employees  of Company agree to be
      ----------------------------------
      bound  by  the  confidentiality  and  non-compete  provisions contained in
      YPNT's  Team  member handbook as they may be amended from time to time and
      as signed by the employees of Company actually providing services to YPNT.


23.   Amendment.  This  agreement may be modified or amended if the amendment is
      ---------
      made  in  writing  and  is  signed  by  both  parties.


24.   Severability.  If  any  provision  of  this  Agreement shall be held to be
      ------------
      invalid  or  unenforceable  or  any reason, the remaining provisions shall
      continue  to be valid and enforceable. If a court finds that any provision
      of  this  Agreement  is invalid or unenforceable but that by limiting such
      provision it would become valid and enforceable, that such provision shall
      be  deemed  to  be  written,  construed  and  enforced  as  so  limited.


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 8 of 9


<PAGE>
25.   Waiver  of Contractual Right.  The  failure of either party to enforce any
      ----------------------------
      provision  of  this  agreement  shall  not  be  construed  as  a waiver or
      limitation of that party's right to subsequently enforce and compel strict
      compliance  with  every  provision  of  this  Agreement.


26.   Applicable  Law.  The  laws  of  the  State  of  Arizona shall govern this
      ---------------
      agreement.


By  signing  below  we  warrant  and  represent  to  each other that we have the
respective authorities from our respective Corporations to execute this document
and  acknowledge  that  the  other  is  relying  upon  those  warranties  and
representations.  Further  by  signing  below  we acknowledge and agree that our
respective Corporations are hereby irrevocablely bound by the agreements herein;


Party  receiving  Services:
YP.  Net,  Inc.


By:  /s/  DeVal  Johnson
   -------------------------------------------
     DeVal  Johnson
     Secretary

Party  providing  Services:
Sunbelt  Financial  Concepts,  Inc.


By:  /s/  Angelo  Tullo
   -------------------------------------------
     Angelo  Tullo
     President


                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 9 of 9


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>12
<FILENAME>doc12.txt
<TEXT>
                                                                   Exhibit 10.20

                         EXECUTIVE CONSULTING AGREEMENT
                         ------------------------------



     This  Agreement  made effective as of, September 20th, 2002, by and between
YP.Net,  Inc.  of  4840  East  Jasmine  Street,  suite  105, Mesa, Arizona 85205
("YPNT"),  as  the  party  to  receive  services  and  Advertising  Management &
Consulting  Services,  Inc.  of 4840 E. Jasmine Street, suite 110, Arizona 85205
("Company")  as  the  party  who  shall  be  providing  the  services.


     WHEREAS Company has a background in Business Management, Business Creation,
New Product Development, Local Exchange Carrier Billing (LEC Billing), Marketing
and  Sales,  Print Advertising Design is willing to provide services to YPNT and
YPNT  desires  to  have  the  services  provided  by  Company  and;


     WHEREAS Company has provided different levels of service to YPNT since June
1999  and  its  predecessor before the merger Telco Billing since 1997 including
that  of  Manager,  Director, Director of Operations, Vice President , Marketing
and  as  part  of  the  Management Team of YPNT, YPNT has survived and prospered
during  difficult  times and YPNT separately acknowledges those accomplishments,
and;


     WHEREAS  YPNT  faces  additional challenges caused in part by activities of
the  former  Chief  Financial  Officer. Such as; The Business Software Alliance,
failure  to  file  tax  returns when due, EEOC complaints as well as the need to
continue  YPNT's  profitable  successes  and  the  need  to alert the Investment
Community  to  these  succeses  it is now apparent between the parties that YPNT
needs  to  secure the services of Company for a longer term In whatever capacity
or  titles  the  Company  is  willing  to  provide  those  services;


     THEREFORE  it  is  agreed  that  this  contract  shall  superceed all prior
agreements  between  the  parties  and shall become effective on the date signed
below  which  will  have  culminated  by  the recommendation of the Compensation
Committee  of  YPNT.  It  is  further  agreed  by  the  parties  that;


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  1 of 10


<PAGE>
1.    Description  of  Services.  Company  will  continue  to make available its
      -------------------------
      current services as well as the new ones listed below;

          a.   The services of a Director ("Secretary"), initially in the person
               of  Gregory  Crane
          b.   The  services  of a Vice President, Marketing ("Vice President"),
               initially  in  the  person  of  Gregory  Crane
          c.   The  services Business and Marketing Development person to assist
               the  person  in  number  1b  above.
          d.   In  the event that YPNT determines that another individual should
               serve  in one or more of those positions it is fully a liberty to
               do so at its own cost. It is clearly understood that the services
               the  Company  provides  herein are valuable to YPNT no matter the
               titles the employees of Company are asked to take while providing
               the  services  to YPNT. In the case where another is named to any
               of the titles herein above that Company would continue to provide
               consulting services on an as needed basis in order to fulfill its
               obligations  hereunder.
          e.   The  employees  herein  shall  be employees of Company and not of
               YPNT  but  shall  be  able to hold themselves out as Employees of
               YPNT  by the use of their respective titles, and in the course of
               their  duties  with  respect  to  the  signing of contracts, etc.
          f.   The  Company  duties  shall  be  to  try  maintain or improve our
               current  response  rates  on  our direct mail marketing piece(s),
               look  for,  create  and  implement  other strategies to build our
               customer  base,  find  other products we can sell to our existing
               and  new  customers,  find  profitable  ways  to  market  for new
               customers.  Find  ways  to  decrease  dilution  of  our  existing
               customer  base.  Company  employees shall work with and supervise
               YPNT  staff to achieve these goals. All expenses for equipment or
               additional  employees  or  staff  shall  be  borne  by  YPNT.
          g.   This  is not an employment contract of Gregory Crane or any other
               employee  of  Company  and  the money paid under this contract is
               payable  to  Company and is earned by the Company not by Crane or
               any  of  the  other employees of Company, who merely work for the
               Company.
          h.   Maintain  and  design with the help of YPNT staff and Consultants
               all  direct  mail  pieces.
          i.   Interact  with  shareholders,  lenders,  board  members,  and the
               investment  community  at  large.
          j.   Help  write  and approve all public communications of the company
               to  enhance  the  Company's  corporate  image  and  Brand.


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  2 of 10


<PAGE>
          k.   Such  other  tasks as the Board of YPNT may reasonably require of
               Company  or  its  employees.


2.    Performance  of  Services.  Company  shall  determine  the manner in which
      -------------------------
      Services  are  to  be  performed  and  the  specific hours to be worked by
      Company  or  its  employees.  YPNT  will rely upon Company to work as many
      hours  as  may be reasonably needed to fulfill Company's obligations under
      this  Agreement.  YPNT  specifically  acknowledges  that Company has other
      clients  and  that  each  of the Company's employees will work on projects
      both  related  to  and  unrelated  to  YPNT.


3.    Payment.  YPNT  shall  pay  fees  and  other  compensation  to Company for
      -------
      Services under this contract according to the following schedule;

          a.   Monthly  fees  of  $32,000.00  per  month  in year one with a 10%
               increase  in  each  succeeding  year,  This  fee shall be payable
               monthly,  no later than the first day of each month preceding the
               period  during  which  the Services are to be performed. Services
               are deemed earned at the moment they are due. Company will not be
               required  to  send  an  invoice  for  services.
          b.   Company  shall  also be paid for attending Board Meetings with at
               least  one individual. Company shall be paid $2000.00 per day for
               each board meeting or $2,000.00 per quarter whichever is greater,
               no  matter  how  many  of Company's employees attend. This amount
               shall  be raised if a majority of board members whether inside or
               outside  board members receive a larger amount. Company shall not
               be  paid  for  Board  committee  work.
          c.   Company  shall also be provided with a 2 Cell Phone allowance for
               its  employees  performing  services  for  YPNT.
          d.   Company  can  allocate  this  monthly  payment  in  any manner it
               instructs YPNT to pay it and to whomever it so designates. It may
               be  used  to pay for automobiles in YPNT's name, medical expenses
               or  insurance,  mobile  phone, etc. so long as the aggregate does
               not  exceed  the  amounts  above.
          e.   Employee(s)  of  Company  shall  be  offered participation in any
               stock option plan approved by the Board of Directors of YPNT that
               are offered to other executives and employees, whether key or not
               during  the  term  of  this  agreement.  Any options and or stock
               obtained  pursuant  to this plan shall also be held as collateral
               under  the  terms  of  the  line  of  credit  above.


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 3 of 10


<PAGE>
4.    Expense  Reimbursement.  Company  shall  be entitled to reimbursement from
      ----------------------
      YPNT for all "out of pocket" expenses. Examples of some but not all of the
      reimbursable  expenses  are;  gasoline,  travel, hotels, insurance, flight
      insurance,  meals, entertainment for business In addition, Company and its
      employees  providing  services  to  YPNT  shall be provided with credit or
      debit  cards  so  that  they  pay  for  expenses incurred while performing
      services  for  YPNT  as they occur. Company shall be authorized to approve
      any  and  all expenses on YPNT's card without liability to the Company. If
      Company  or employee or principal of Company is the primary signer for the
      Credit  Card  provided  to  Company or anyone else for the benefit of YPNT
      than Company shall hereby be indemnified for any and all expenses incurred
      on  said  card or cards by YPNT or other employees of YPNT who may also be
      allowed  to  use  the  card(s).


5.    Stock  Compensation. In order to more clearly align the efforts of Company
      --------------------
      with  the  Shareholders of YPNT and to reward the Company for its superior
      past  performance  on behalf of YPNT's shareholders the Board of Directors
      of  YPNT deems it prudent to award 1 million shares of its Common stock to
      Company.  That  Stock is currently valued (as traded on the OTC Electronic
      Bulletin  Board on Friday June 21st, 2002) at 6 cents per share. According
      to  Generally  Accepted  Accounting  Principles and as required by the SEC
      this  compensation  would  be accounted for at 90% of that value or at the
      current amount required under the rules. YPNT further acknowledges that it
      will  pay  any Federal or State Incomes taxes that the Company may have to
      pay  on  this  stock award as they may come due to the Company. This stock
      shall  be so encumbered as part of the flex compensation below and as part
      of the customer acquisition requirement. If YPNT's customer count does not
      exceed  177,000  customers  within 12 months from October 1, 2002 than the
      stock  if  forfit  in  prorata  share based on the customer count actually
      obtained.  The  base  amount for calculations is 100,000 customers, so the
      company  would  have to achieve an increase of 77,000 additional customers
      during the period. For example; if there were 160,000 customers this could
      amount  to  60,000  additional  customers. your would that would be 78% of
      Goal.  So  22%  of  the  stock  would  be  forfit  back  to  YPNT.


6.    Guarantee of YPNT obligations.  As an accommodation to YPNT the Company or
      -----------------------------
      any of its employees may elect to provide personal or corporate guarantees
      for  any  indebtedness  incurred  by  YPNT.  If  they so chose to do so by
      signing  below  YPNT  hereby indemnifies those Employees of the Company or
      the Company itself for any loss, claim, or damages suffered by the Company
      or  its  employees  by  way  of  this  guarantee(s).


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 4 of 10


<PAGE>
7.    Signing of Documents.  As a further accommodation to YPNT the employees of
      --------------------
      the  Company  agree  to  execute  documents,  SEC  Filings,  and  or to be
      authorized  signers  on  YPNT's  Bank  or Financial Accounts as needed. By
      signing  below  YPNT  hereby  agrees  to  indemnify  the  Company  and its
      Employees or Agents for any actions they may take on behalf of YPNT or any
      damages  they  may  sustain  for  this  accommodation.


8.    Bonus  for  previous  year's achievements.  By prior order of the Board of
      -----
      Directors and as a condition of executing this contract a bonus was awared
      to  Company  for  its  services in the amount of $35,000.00. Said bonus is
      payable  on  October  1,  2002  an  for  both parties shall be expensed or
      indicated  as income in the period beginning October 1, 2002. Further YPNT
      shall  bonus  to Company any Federal and/or State Income taxes that may be
      due  by the Company for this bonus when Company files it's 2002 income tax
      forms.


9.    Flex  Compensation.  YPNT  shall  make available to the Company additional
      ------------------
      income, which shall be called "Flex-Compensation". The maximum amount that
      can  be  immediately  drawn  upon  shall  be $50,000.00 (as a base in each
      fiscal  year),  except as modified below. However that base shall increase
      by  10%  on  each  12-month anniversary thereafter during the term of this
      contract.

      This Flex Compensation is a part and parcel of the Compensation to be paid
      to  the  Company  by  YPNT.  However  as part of the mutual accommodations
      between  the parties Company agrees not to take all of the Compensation at
      one  time  but  that in any event the Company is the final arbiter of when
      and  if  YPNT  is capable of paying the bonus at that time, except that at
      all  times YPNT shall have sufficient cash on hand or anticipated to cover
      its  next  30  days of operating expenses exclusive of marketing expenses.

      Since  it  is assumed that the entire amount shall be taken in each fiscal
      year  so  for  accounting  purposes  the  Accountants  shall  accrue as an
      expense,  in the case of YPNT and as income, in the case of Company 1/12th
      of  the  total  amount available on a monthly basis or the amount actually
      taken;  whichever  is  greater.

      YPNT is making this Flex Compensation available to the Company as a way to
      induce  the Company to continue to perform services for the entire term of
      the  contract.  To  insure  that  the  Company  does  not  take  the  Flex


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 5 of 10


<PAGE>
      Compensation  at  the  beginning  of  the term and then resign the Company
      hereby  grants  to  YPNT  a  first position lien right on all of the stock
      granted  by  the YPNT to either the Company or Gregory CraneIf the Company
      takes  the  Flex  Compensation,  and  resigns  it has the choice of either
      returning  the unused flex compensation for that fiscal year and retaining
      the  stock  or  returning  the stock to the company. The Company and Crane
      would  not  be  allowed  to  sell,  assign  or further transfer this stock
      without  the  permission  of  the  YPNT,  which  permission  shall  not be
      unreasonable  withheld.  However,  because of the valuable nature of these
      Services  YPNT  would  be  obligated  to take title of these shares in the
      event  of  a valid enforceable lien or judgment against Company that would
      encumber  these shares and by signing below Company warrants that it would
      not  interfere.

      By  signing  below  the  Company and Crane agree that a Security Agreement
      will  be  created  to  evidence  this  lien.


10.   Support  Services.  YPNT  will  provide the following support services for
      -----------------
      the  benefit  of  Company;  office  space  (2  offices, with the furniture
      currently  inside)  and  office supplies, 2 telephones, two computers, and
      personnel  to  answer  one  Company  telephone  number.  In  the  event of
      termination  of  this  agreement  than  YPNT  will if requested by Company
      assign  the  lease  for  the offices to the Company. Said monthly lease if
      assigned can-not exceed $350.00 per month till the end of the term of this
      agreement.  Any  amount  above  $350.00  per  month  would  still  by  the
      responsibility  of  YPNT.  The  computer  and  general  office  equipment,
      excluding  phones would be turned over to Company by the payment within 45
      days  of cancellation in the amount of $2,000.00 in year one, $1,000.00 in
      years  two  through  5.


11.   Termination.  This  agreement  shall  continue  until  September  30, 2007
      -----------
      whereupon  it  shall automatically renew for another similar period unless
      either  party  notifies the other of its intent not to renew 30 days prior
      to  the  renewal  date  at  the  address  provided for herein for notices.

      Company  may  terminate this agreement at anytime by providing YPNT with a
      30-day  termination  notice,  with  no  penalty  to  either  party.

      In  the  Event  of  a  termination  by  YPNT  for  malfeasance,  theft  or
      embezzlement in regards to YPNT and while Company is providing services to
      YPNT  and  where  such  malfeasance,  theft or embezzlement is proven in a
      competent  court  of  law  to have directly damaged YPNT than all Stock of
      YPNT  received  by  the  Company,  then in Company's possession or control
      shall  be  surrendered  to  YPNT


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 6 of 10


<PAGE>
      In  the  Event  of a termination by YPNT for any reason other those listed
      above  than Company shall be entitled to a termination fee equal to the 30
      %  of  the balance of the contract but in any case not less than 12 months
      fees  plus  the  release  of  the stock collateral given in number 8 above
      regarding  the  flex  compensation.


12.   Due  on  Sale  Clause.  In  the event that there is a change in control of
      ----------------------
      YPNT as defined by the United States Securities and Exchange Commission or
      the  Internal  Revenue Services of the United Stares of YPNT of the entire
      company  now  know as YPNT, Telco Billing or the majority ot YPNT's assets
      are  sold, (excluding a factoring arrangement which is defined herein as a
      financing agreement) than 30% of the balance of this contract or 12 months
      worth of fees, whichever is greater becomes immediately due and payable by
      YPNT  to  Company.  Further  that  all  debts  by Company to YPNT would be
      forgiven  and  any  liability  by YPNT to Company for any tax payments due
      Company  for  previous  grants  hereunder  are  also  due.


13.   New  Products.  All  new  products  designed  to  be  sold  to Yellow Page
      --------------
      customers  of  YPNT  will  be  the property of YPNT. Products designed for
      Company  for  other clients shall be the property of the other clients, no
      matter  if  Company Employees who also perform services for YPNT worked on
      the  project.  However,  for  any  products designed by Company, not for a
      client  or  for  YPNT than YPNT shall be given a first right of refusal to
      purchase  that  that  product  from  Company.


14.   Relationship  of  the  Parties.  It  is  understood  that  Company  is  an
      ------------------------------
      independent  contractor with respect to YPNT and that it will be providing
      services of similar kind to others. YPNT will not provide fringe benefits,
      including  health  insurance  benefits,  paid  vacation  or other employee
      benefits  for the benefit of Company except as paid by Company as provided
      herein.


15.   Employees.  Company's  employees,  if  any,  who perform services for YPNT
      ---------
      under  this  agreement  shall  also  be  bound  by  the provisions of this
      Agreement. At the request of YPNT, Company shall provide adequate evidence
      that  such  persons are Company's employees, members of agents, (" Company
      Employees",  or  "Employees").


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 7 of 10


<PAGE>
16.   Injuries.  Company acknowledges Company's obligation to obtain appropriate
      --------
      insurance coverage for the benefit of Company (and Company's employees, if
      any). Company waives ay rights to recovery from YPNT for any injuries that
      Company (and/or Company's employees) may sustain while performing services
      under  this  Agreement and that are the result of negligence of Company or
      Company's  employees.


17.   Return  of  Records.  Upon  termination  of  this Agreement, Company shall
      -------------------
      deliver  all  records, notes, data, memoranda, models and equipment of any
      nature  that  are  in Company's possession or under Company's control that
      are  YPNT's  [property  or relate to YPNT's business except as retained by
      other  similar  hired  or  employed  Directors  or  Officers  of  YPNT.


18.   Officers and Directors Insurance and Indemnification.  YPNT shall maintain
      ----------------------------------------------------
      officers  and  directors  insurance in amounts deemed necessary by Company
      and  the  Directors of YPNT (in no event shall said insurance be less than
      $2.5 million dollars in face amount) such that YPNT will indemnify Company
      and  its  officers,  agents  and  employees  against any and all 3rd party
      claims  made against Company as more fully identified in YPNT's Bylaws and
      Articles of Incorporation, attached hereto and made part of this agreement
      herein  by  reference.


19.   Default.  In  the  event of a Default by YPNT for non-payment or and other
      --------
      breach  of  this agreement than YPNT shall pay a Default fee of $50.00 per
      day  for  each  day  until cured. If after 15 days from receipt by written
      notice  of default YPNT has still not cured its default the entire balance
      of  the  contract  shall  become due and payable including any termination
      penalties.  Company  shall  have  the right to sue YPNT for damages and to
      recover  all  attorney's  fees.

      In the event of a default by Company, YPNT shall notify Company in writing
      of  the  nature of the default and Company shall have 15 days to cure said
      default.  Failure to cure the default shall be grounds for the termination
      of  the agreement. All clauses of termination remain in effect. YPNT shall
      have  the  right  to sue Company for damages and to recover all attorney's
      fees.

      It  is expressly understood that in the event of a death, disability or by
      some  other  reason  that  Gregory  Crane.  or  any  other individual then
      currently  providing  services  to  YPNT  becomes  unable  or unwilling to
      provide  services it does not void this contract. Company shall have up to
      four  months to replace the person performing those services with some


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  8 of 10


<PAGE>
      one  or multiple personnel whose aggregate talents are equivalent to those
      of  the person or persons unable or unwilling to perform services. Company
      is  the  final  arbiter  of  the  ability  of its personnel to perform the
      necessary  services.  In  the event that Company is unable or unwilling to
      replace  those services than YPNT can cancel the contract by releasing the
      lien  on  collateral  and  is  not  entitled  to  the  return  of the flex
      compensation  and by paying a 12 month cancellation fee equal to 12 months
      fees.


20.   Notices:  All  notices required or permitted under this agreement shall be
      --------
      in  writing  and  shall  be  deemed delivered when addressed in person and
      mailed  certified  mail return receipt requested in the United States Mail
      and  addressed  as  follows  (or  to such future addresses that each party
      shall  inform  the  other  in  writing during the term of this agreement):

          If to YPNT:

          YP. Net, Inc.
          Angelo Tullo
          President
          4840 E. Jasmine Street Suite 105
          Mesa, Arizona 85205

          If to Company:

          Advertising Management & Consulting Services, Inc.
          Gregory Crane.
          President
          4840 E. Jasmine Street Suite 110
          Mesa, Arizona 85205


21.   Entire  Agreement.  This  Agreement  contains  the entire agreement of the
      ------------------
      parties  and  there  are  no  other  promises  or  conditions in any other
      agreement  whether  oral  or  written. This agreement supersedes any prior
      written  or  oral  agreements  between  the  parties.


22.   Confidentiality  and  non-compete.  The  employees  of Company agree to be
      ----------------------------------
      bound  by  the  confidentiality  and  non-compete  provisions contained in
      YPNT's  Team  member handbook as they may be amended from time to time and
      as signed by the employees of Company actually providing services to YPNT.


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  9 of 10


<PAGE>
23.   Amendment.  This agreement  may be modified or amended if the amendment is
      ---------
      made  in  writing  and  is  signed  by  both  parties.


24.   Severability.  If  any  provision  of this  Agreement  shall be held to be
      ------------
      invalid  or  unenforceable  or  any reason, the remaining provisions shall
      continue  to be valid and enforceable. If a court finds that any provision
      of  this  Agreement  is invalid or unenforceable but that by limiting such
      provision it would become valid and enforceable, that such provision shall
      be  deemed  to  be  written,  construed  and  enforced  as  so  limited.

25.   Waiver  of Contractual Right.  The  failure of either party to enforce any
      ----------------------------
      provision  of  this  agreement  shall  not  be  construed  as  a waiver or
      limitation of that party's right to subsequently enforce and compel strict
      compliance  with  every  provision  of  this  Agreement.


26.   Applicable  Law.  The  laws  of  the  State of  Arizona  shall govern this
      ---------------
      agreement.


By  signing  below  we  warrant  and  represent  to  each other that we have the
respective authorities from our respective Corporations to execute this document
and  acknowledge  that  the  other  is  relying  upon  those  warranties  and
representations.  Further  by  signing  below  we acknowledge and agree that our
respective Corporations are hereby irrevocablely bound by the agreements herein;


Party receiving Services:
YP. Net, Inc.


By:  /s/ Angelo Tullo
   ------------------------------------------------------
         Angelo Tullo
         President


Party providing Services:
Advertising Management & Consulting Services, Inc.


By:  /s/ Greg Crane
   ------------------------------------------------------
         Gregory Crane.
         President


                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 10 of 10


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>13
<FILENAME>doc13.txt
<TEXT>
                                                                   Exhibit 10.21

                         EXECUTIVE CONSULTING AGREEMENT
                         ------------------------------



     This  Agreement  made effective as of, September 20th, 2002, by and between
YP.Net,  Inc.  of  4840  East  Jasmine  Street,  suite  105, Mesa, Arizona 85205
("YPNT"), as the party to receive services and Advanced Internet Marketing, Inc.
of 4840 E. Jasmine Street, suite 110, Arizona 85205 ("Company") as the party who
shall  be  providing  the  services.


     WHEREAS  Company has a background in Business Management, Web Design, Print
Advertising  Design  and Corporate Development is willing to provide services to
YPNT  and  YPNT  desires  to  have  the  services  provided  by  Company  and;


     WHEREAS Company has provided different levels of service to YPNT since June
1999  and  its  predecessor before the merger Telco Billing since 1997 including
that  of  Corporate  Secretary, Director, Director of Technology, Vice President
Corporate  Image,  Web  Designer,  Print  Design  Supervisor  and as part of the
Management  Team of YPNT, YPNT has survived and prospered during difficult times
and  YPNT  separately  acknowledges  those  accomplishments,  and;



     WHEREAS  YPNT  faces  additional challenges caused in part by activities of
the  former  Chief  Financial  Officer. Such as; The Business Software Alliance,
failure  to  file  tax  returns when due, EEOC complaints as well as the need to
continue  YPNT's  profitable  successes  and  the  need  to alert the Investment
Community  to  these  successes it is now apparent between the parties that YPNT
needs  to  secure the services of Company for a longer term In whatever capacity
or  titles  the  Company  is  willing  to  provide  those  services;




     THEREFORE  it  is  agreed  that  this  contract  shall  superceed all prior
agreements  between  the  parties  and shall become effective on the date signed


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page  1 of 10


<PAGE>
below  which  will  have  culminated  by  the recommendation of the Compensation
Committee  of  YPNT.  It  is  further  agreed  by  the  parties  that;


1.    Description  of  Services.  Company  will  continue to make available its
      -------------------------
      current  services  as  well  as  the  new  ones  listed  below;

          a.   The services of a Corporate Secretary ("Secretary"), initially in
               the  person  of  DeVal  Johnson.
          b.   The  services  of  a  Vice  President,  Corporate  Image  ("Vice
               President"),  initially  in  the  person  of  DeVal  Johnson.
          c.   The  services  of  Web designer to assist the person in number 1b
               above.
          d.   In  the event that YPNT determines that another individual should
               serve  in one or more of those positions it is fully a liberty to
               do so at its own cost. It is clearly understood that the services
               the  Company  provides  herein are valuable to YPNT no matter the
               titles the employees of Company are asked to take while providing
               the  services  to YPNT. In the case where another is named to any
               of the titles herein above that Company would continue to provide
               consulting services on an as needed basis in order to fulfill its
               obligations  hereunder.
          e.   The  employees  herein  shall  be employees of Company and not of
               YPNT  but  shall  be  able to hold themselves out as Employees of
               YPNT  by the use of their respective titles, and in the course of
               their  duties  with  respect  to  the  signing of contracts, etc.
          f.   The Company duties shall be to maintain and build a Web site that
               can  be  maintained by YP.Net Staff. Company employees shall work
               with  and supervise YPNT staff to achieve this goal. All expenses
               for  equipment  or  additional  employees of staff shall be borne
               YPNT.
          g.   This  is not an employment contract of DeVal Johnson or any other
               employee  of  Company  and  the money paid under this contract is
               payable to Company and is earned by the Company not by Johnson or
               any  of  the  other employees of Company, who merely work for the
               Company.
          h.   Maintain  and  design with the help of YPNT staff and Consultants
               all  direct  mail  pieces.
          i.   Interact  with  shareholders,  lenders,  board  members,  and the
               investment  community  at  large.
          j.   Help  write  and approve all public communications of the company
               to  enhance  the  Company's  corporate  image  and  Brand.
          k.   Such  other  tasks as the Board of YPNT may reasonably require of
               Company  or  its  employees.


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page  2 of 10


<PAGE>
2.    Performance  of  Services.  Company  shall  determine  the manner in which
      -------------------------
      Services  are  to  be  performed  and  the  specific hours to be worked by
      Company  or  its  employees.  YPNT  will rely upon Company to work as many
      hours  as  may be reasonably needed to fulfill Company's obligations under
      this  Agreement.  YPNT  specifically  acknowledges  that Company has other
      clients  and  that  each  of the Company's employees will work on projects
      both  related  to  and  unrelated  to  YPNT.


3.    Payment.  YPNT  shall  pay  fees  and  other  compensation  to Company for
      -------
      Services  under  this  contract  according  to  the  following  schedule;

          a.   Monthly  fees  of  $18,000.00  per  month  in year one with a 10%
               increase  in  each  succeeding  year,  This  fee shall be payable
               monthly,  no later than the first day of each month preceding the
               period  during  which  the Services are to be performed. Services
               are deemed earned at the moment they are due. Company will not be
               required  to  send  an  invoice  for  services.
          b.   Company  shall  also be paid for attending Board Meetings with at
               least  one individual. Company shall be paid $2000.00 per day for
               each board meeting or $2,000.00 per quarter whichever is greater,
               no  matter  how  many  of Company's employees attend. This amount
               shall  be raised if a majority of board members whether inside or
               outside  board members receive a larger amount. Company shall not
               be  paid  for  Board  committee  work.
          c.   Company  shall also be provided with a 2 Cell Phone allowance for
               its  employees  performing  services  for  YPNT.
          d.   Company  can  allocate  this  monthly  payment  in  any manner it
               instructs YPNT to pay it and to whomever it so designates. It may
               be  used  to pay for automobiles in YPNT's name, medical expenses
               or  insurance,  mobile  phone, etc. so long as the aggregate does
               not  exceed  the  amounts  above.
          e.   Employee(s)  of  Company  shall  be  offered participation in any
               stock option plan approved by the Board of Directors of YPNT that
               are offered to other executives and employees, whether key or not
               during  the  term  of  this  agreement.  Any options and or stock
               obtained  pursuant  to this plan shall also be held as collateral
               under  the  terms  of  the  line  of  credit  above.


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page  3 of 10


<PAGE>
4.    Expense  Reimbursement.  Company  shall  be entitled to reimbursement from
      ----------------------
      YPNT for all "out of pocket" expenses. Examples of some but not all of the
      reimbursable  expenses  are;  gasoline,  travel, hotels, insurance, flight
      insurance,  meals, entertainment for business In addition, Company and its
      employees  providing  services  to  YPNT  shall be provided with credit or
      debit  cards  so  that  they  pay  for  expenses incurred while performing
      services  for  YPNT  as they occur. Company shall be authorized to approve
      any  and  all expenses on YPNT's card without liability to the Company. If
      Company  or employee or principal of Company is the primary signer for the
      Credit  Card  provided  to  Company or anyone else for the benefit of YPNT
      than Company shall hereby be indemnified for any and all expenses incurred
      on  said  card or cards by YPNT or other employees of YPNT who may also be
      allowed  to  use  the  card(s).


5.    Stock  Compensation. In order to more clearly align the efforts of Company
      --------------------
      with  the  Shareholders of YPNT and to reward the Company for its superior
      past  performance  on behalf of YPNT's shareholders the Board of Directors
      of  YPNT deems it prudent to award 1 million shares of its Common stock to
      Company.  That  Stock is currently valued (as traded on the OTC Electronic
      Bulletin  Board on Friday June 21st, 2002) at 6 cents per share. According
      to  Generally  Accepted  Accounting  Principles and as required by the SEC
      this  compensation  would  be accounted for at 90% of that value or at the
      current amount required under the rules. YPNT further acknowledges that it
      will  pay  any Federal or State Incomes taxes that the Company may have to
      pay  on  this  stock award as they may come due to the Company. This stock
      shall  be so encumbered as part of the flex compensation below and as part
      of the customer acquisition requirement. If YPNT's customer count does not
      exceed  177,000  customers  within 12 months from October 1, 2002 than the
      stock  if  forfit  in  prorata  share based on the customer count actually
      obtained.  The  base  amount for calculations is 100,000 customers, so the
      company  would  have to achieve an increase of 77,000 additional customers
      during the period. For example; if there were 160,000 customers this could
      amount  to  60,000  additional  customers. your would that would be 78% of
      Goal.  So  22%  of  the  stock  would  be  forfit  back  to  YPNT.


6.    Guarantee of YPNT obligations.  As an accommodation to YPNT the Company or
      -----------------------------
      any of its employees may elect to provide personal or corporate guarantees
      for  any  indebtedness  incurred  by  YPNT.  If  they so chose to do so by
      signing  below  YPNT  hereby indemnifies those


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page 4 of 10


<PAGE>
      Employees  of  the  Company  or the Company itself for any loss, claim, or
      damages  suffered  by  the  Company  or  its  employees  by  way  of  this
      guarantee(s).


7.    Signing of Documents.  As a further accommodation to YPNT the employees of
      --------------------
      the  Company  agree  to  execute  documents,  SEC  Filings,  and  or to be
      authorized  signers  on  YPNT's  Bank  or Financial Accounts as needed. By
      signing  below  YPNT  hereby  agrees  to  indemnify  the  Company  and its
      Employees or Agents for any actions they may take on behalf of YPNT or any
      damages  they  may  sustain  for  this  accommodation.


8.    Bonus  for  previous  year's  achievements. By prior order of the Board of
      -----
      Directors and as a condition of executing this contract a bonus was awared
      to  Company  for  its  services in the amount of $20,000.00. Said bonus is
      payable  on  October  1,  2002  an  for  both parties shall be expensed or
      indicated  as income in the period beginning October 1, 2002. Further YPNT
      shall  bonus  to Company any Federal and/or State Income taxes that may be
      due  by the Company for this bonus when Company files it's 2002 income tax
      forms.


9.    Flex  Compensation.  YPNT  shall  make available to the Company additional
      ------------------
      income, which shall be called "Flex-Compensation". The maximum amount that
      can  be  immediately  drawn  upon  shall  be $30,000.00 (as a base in each
      fiscal  year),  except as modified below. However that base shall increase
      by  10%  on  each  12-month anniversary thereafter during the term of this
      contract.

      This Flex Compensation is a part and parcel of the Compensation to be paid
      to  the  Company  by  YPNT.  However  as part of the mutual accommodations
      between  the parties Company agrees not to take all of the Compensation at
      one  time  but  that in any event the Company is the final arbiter of when
      and  if  YPNT  is capable of paying the bonus at that time, except that at
      all  times YPNT shall have sufficient cash on hand or anticipated to cover
      its  next  30  days of operating expenses exclusive of marketing expenses.

      Since  it  is assumed that the entire amount shall be taken in each fiscal
      year  so  for  accounting  purposes  the  Accountants  shall  accrue as an
      expense,  in the case of YPNT and as income, in the case of Company 1/12th
      of  the  total  amount available on a monthly basis or the amount actually
      taken;  whichever  is  greater.


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page 5 of 10


<PAGE>
      YPNT is making this Flex Compensation available to the Company as a way to
      induce  the Company to continue to perform services for the entire term of
      the  contract.  To  insure  that  the  Company  does  not  take  the  Flex
      Compensation  at  the  beginning  of  the term and then resign the Company
      hereby  grants  to  YPNT  a  first position lien right on all of the stock
      granted by the YPNT to either the Company or DeVal Johnson. If the Company
      takes  the  Flex  Compensation,  and  resigns  it has the choice of either
      returning  the unused flex compensation for that fiscal year and retaining
      the  stock  or returning the stock to the company. The Company and Johnson
      would  not  be  allowed  to  sell,  assign  or further transfer this stock
      without  the  permission  of  the  YPNT,  which  permission  shall  not be
      unreasonable  withheld.  However,  because of the valuable nature of these
      services  YPNT  would  be  obligated  to take title of these shares in the
      event  of  a valid enforceable lien or judgment against Company that would
      encumber  these shares and by signing below Company warrants that it would
      not  interfere.

      By  signing  below the Company and Johnson agree that a Security Agreement
      will  be  created  to  evidence  this  lien.


10.   Support  Services.  YPNT  will  provide the following support services for
      -----------------
      the  benefit  of  Company;  office  space  (2  offices, with the furniture
      currently  inside)  and  office supplies, 2 telephones, two computers, and
      personnel  to  answer  one  Company  telephone  number.  In  the  event of
      termination  of  this  agreement  than  YPNT  will if requested by Company
      assign  the  lease  for  the offices to the Company. Said monthly lease if
      assigned can-not exceed $350.00 per month till the end of the term of this
      agreement.  Any  amount  above  $350.00  per  month  would  still  by  the
      responsibility  of YPNT. The computer & general equipment excluding phones
      would  be  turned  over  to  Company  by  the  payment  within  45 days of
      cancellation  in  the  amount of $2,000.00 in year one, $1,000.00 in years
      two  through  5.


11.   Termination.  This  agreement  shall  continue  until  September  30, 2007
      -----------
      whereupon  it  shall automatically renew for another similar period unless
      either  party  notifies the other of its intent not to renew 30 days prior
      to  the  renewal  date  at  the  address  provided for herein for notices.

      Company  may  terminate this agreement at anytime by providing YPNT with a
      30-day  termination  notice, with no penalty to either party. In the event
      of  a termination by Company, than Company shall have the option of paying
      back  the  line of credit, together with interest on a 3-year


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page 6 of 10


<PAGE>
      amortization  schedule  or  surrendering  the  collateral  as full payment
      therein.

      In  the  Event  of  a  termination  by  YPNT  for  malfeasance,  theft  or
      embezzlement in regards to YPNT and while Company is providing services to
      YPNT  and  where  such  malfeasance,  theft or embezzlement is proven in a
      competent  court  of  law  to have directly damaged YPNT than all Stock of
      YPNT  received  by  the  Company,  then in Company's possession or control
      shall  be  surrendered  to  YPNT

      In  the  Event  of a termination by YPNT for any reason other those listed
      above  than Company shall be entitled to a termination fee equal to the 30
      %  of  the balance of the contract but in any case not less than 12 months
      fees  plus  the  release  of  the stock collateral given in number 8 above
      regarding  the  flex  compensation.


12.   Due  on  Sale  Clause.  In  the event that there is a change in control of
      ----------------------
      YPNT as defined by the United States Securities and Exchange Commission or
      the  Internal  Revenue Services of the United Stares of YPNT of the entire
      company  now  know as YPNT, Telco Billing or the majority ot YPNT's assets
      are  sold, (excluding a factoring arrangement which is defined herein as a
      financing agreement) than 30% of the balance of this contract or 12 months
      worth of fees, whichever is greater becomes immediately due and payable by
      YPNT  to  Company.  Further  that  all  debts  by Company to YPNT would be
      forgiven  and  any  liability  by YPNT to Company for any tax payments due
      Company  for  previous  grants  hereunder  are  also  due.


13.   Relationship  of  the  Parties.  It  is  understood  that  Company  is  an
      ------------------------------
      independent  contractor with respect to YPNT and that it will be providing
      services of similar kind to others. YPNT will not provide fringe benefits,
      including  health  insurance  benefits,  paid  vacation  or other employee
      benefits  for the benefit of Company except as paid by Company as provided
      herein.


14.   Employees.  Company's  employees,  if  any,  who perform services for YPNT
      ---------
      under  this  agreement  shall  also  be  bound  by  the provisions of this
      Agreement. At the request of YPNT, Company shall provide adequate evidence
      that  such  persons are Company's employees, members of agents. (" Company
      Employees",  or  "Employees").


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page  7 of 10


<PAGE>
15.   Injuries.  Company acknowledges Company's obligation to obtain appropriate
      --------
      insurance coverage for the benefit of Company (and Company's employees, if
      any). Company waives ay rights to recovery from YPNT for any injuries that
      Company (and/or Company's employees) may sustain while performing services
      under  this  Agreement and that are the result of negligence of Company or
      Company's  employees.


16.   Return  of  Records.  Upon  termination  of  this Agreement, Company shall
      -------------------
      deliver  all  records, notes, data, memoranda, models and equipment of any
      nature  that  are  in Company's possession or under Company's control that
      are  YPNT's  [property  or relate to YPNT's business except as retained by
      other  similar  hired  or  employed  Directors  or  Officers  of  YPNT.


17.   Officers and Directors Insurance and Indemnification.  YPNT shall maintain
      ----------------------------------------------------
      officers  and  directors  insurance in amounts deemed necessary by Company
      and  the  Directors of YPNT (in no event shall said insurance be less than
      $2.5 million dollars in face amount) such that YPNT will indemnify Company
      and  its  officers,  agents  and  employees  against any and all 3rd party
      claims  made against Company as more fully identified in YPNT's Bylaws and
      Articles of Incorporation, attached hereto and made part of this agreement
      herein  by  reference.


18.   Default.  In  the  event of a Default by YPNT for non-payment or and other
      --------
      breach  of  this agreement than YPNT shall pay a Default fee of $50.00 per
      day  for  each  day  until cured. If after 15 days from receipt by written
      notice  of default YPNT has still not cured its default the entire balance
      of  the  contract  shall  become due and payable including any termination
      penalties.  Company  shall  have  the right to sue YPNT for damages and to
      recover  all  attorneys'  fees.

      In the event of a default by Company, YPNT shall notify Company in writing
      of  the  nature of the default and Company shall have 15 days to cure said
      default.  Failure to cure the default shall be grounds for the termination
      of  the agreement. All clauses of termination remain in effect. YPNT shall
      have  the  right  to sue Company for damages and to recover all attorneys'
      fees.

      It  is expressly understood that in the event of a death, disability or by
      some  other  reason  that  DeVal  Johnson  or  any  other  individual then
      currently  providing  services  to  YPNT  becomes  unable  or unwilling to
      provide  services it does not void this contract. Company shall have up to
      four  months to replace the person performing those services with some one
      or  multiple


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page  8 of 10


<PAGE>
      personnel whose aggregate talents are equivalent to those of the person or
      persons  unable  or  unwilling  to  perform services. Company is the final
      arbiter  of  the  ability  of  its  personnel  to  perform  the  necessary
      servicesIn  the event that Company is unable or unwilling to replace those
      services  than  YPNT  can  cancel  the  contract  by releasing the lien on
      collateral  and is not entitled to the return of the flex compensation and
      by  paying  a  12  month  cancellation  fee  equal  to  12  months  fees.


19.   Notices:  All  notices required or permitted under this agreement shall be
      --------
      in  writing  and  shall  be  deemed delivered when addressed in person and
      mailed  certified  mail return receipt requested in the United States Mail
      and  addressed  as  follows  (or  to such future addresses that each party
      shall  inform  the  other  in  writing during the term of this agreement):

          If to YPNT:

          YP. Net, Inc.
          Angelo Tullo
          President
          4840 E. Jasmine Street Suite 105
          Mesa, Arizona 85205

          If to Company:
          Advanced Internet Marketing, Inc.
          DeVal  Johnson
          President
          4840 E. Jasmine Street Suite 110
          Mesa, Arizona 85205


20.   Entire  Agreement.  This  Agreement  contains  the entire agreement of the
      ------------------
      parties  and  there  are  no  other  promises  or  conditions in any other
      agreement  whether  oral  or  written. This agreement supersedes any prior
      written  or  oral  agreements  between  the  parties.


21.   Confidentiality  and  non-compete.  The  employees  of Company agree to be
      ----------------------------------
      bound  by  the  confidentiality  and  non-compete  provisions contained in
      YPNT's  Team  member handbook as they may be amended from time to time and
      as signed by the employees of Company actually providing services to YPNT.


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page  9 of 10


<PAGE>
22.   Amendment.  This  agreement may be modified or amended if the amendment is
      ---------
      made  in  writing  and  is  signed  by  both  parties.


23.   Severability.  If  any  provision  of  this  Agreement shall be held to be
      ------------
      invalid  or  unenforceable  or  any reason, the remaining provisions shall
      continue  to be valid and enforceable. If a court finds that any provision
      of  this  Agreement  is invalid or unenforceable but that by limiting such
      provision it would become valid and enforceable, that such provision shall
      be  deemed  to  be  written,  construed  and  enforced  as  so  limited.


24.   Waiver  of Contractual Right.  The  failure of either party to enforce any
      ----------------------------
      provision  of  this  agreement  shall  not  be  construed  as  a waiver or
      limitation of that party's right to subsequently enforce and compel strict
      compliance  with  every  provision  of  this  Agreement.


25.   Applicable  Law.  The  laws  of  the  State  of  Arizona shall govern this
      ---------------
      agreement.


By  signing  below  we  warrant  and  represent  to  each other that we have the
respective authorities from our respective Corporations to execute this document
and  acknowledge  that  the  other  is  relying  upon  those  warranties  and
representations.  Further  by  signing  below  we acknowledge and agree that our
respective Corporations are hereby irrevocablely bound by the agreements herein;

Party receiving Services:
YP. Net, Inc.


By:  /s/ Angelo Tullo
   ------------------------------------------------------
        Angelo Tullo
        President


Party providing Services:
Advanced  Internet  Marketing,  Inc.


By:  /s/ DeVal Johnson
   ------------------------------------------------------
        DeVal Johnson
        President


                         Executive Consulting Agreement
                          Advance Internet/YP.Net, Inc.
                              September 20th, 2002
                                  Page 10 of 10


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>14
<FILENAME>doc14.txt
<TEXT>
                                                                   Exhibit 10.22

                                [GRAPHIC OMITTED]

                        BUSINESS EXECUTIVE SERVICE, INC.
- --------------------------------------------------------------------------------
                    BUSINESS INCUBATION & LEASING SPECIALIST


                       MAIL MARKETING MANAGEMENT AGREEMENT

     THIS MAIL MARKETING MANAGEMENT AGREEMENT (the "Agreement") is made this 1th
day  of November, 2001 (the "Effective Date"), by and between Business Executive
Services,  Inc.,  a Arizona corporation whose address is 4840 E. Jasmine Street,
Suite  110,  Mesa,  Arizona  85205  ("Consultant")  and  Telco Billing, Inc., an
Nevada  corporation  with its offices located at 4840 East Jasmine Street, Suite
105,  Mesa,  Arizona  85205  (the  "Company").

     WHEREAS,  Consultant  has  experience  in  mail  marketing,  invoicing  and
compliance  mailing.

     WHEREAS,  the Company desires to retain Consultant to advise and assist the
Company in such matters on the terms and conditions set forth below.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which  is  hereby  acknowledged,  the Company and
Consultant  agree  as  follows:

1.   ENGAGEMENT.

     The  Company  hereby  retains  Consultant,  effective  as of the date first
written  above  (the  "Effective  Date")  and  continuing  until termination, as
provided herein, to provide the Company with the following services:

     Consultant  will  provide  scheduling  and completion of all outgoing mail.
Company  will  provide  Consultant  with  all  of  the  hardware  necessary  for
Consultant  to  perform  Consultant's  duties.


2.   TERM.

     This  Agreement  shall  have  an initial term of one (1) year (the "Primary
Term"),  commencing  with  the  Effective Date. At the conclusion of the Primary
Term,  this  Agreement  will  automatically  be extended on an annual basis (the
"Extension  Period") unless Consultant or the Company shall deliver to the other
party  written  notice  terminating the Agreement. Any notice to terminate given
hereunder  shall  be in writing and shall be delivered at least thirty (30) days
before the end of the Primary Term or any subsequent Extension Period.

3.   TIME AND EFFORT OF CONSULTANT.

     Consultant  shall  allocate  time,  as  it  deems  necessary to provide the
Services.  The  particular  amount  of  time may vary from day to day or week to
week. However, it is expressly understood that


Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

                                  Page 1 of 6
<PAGE>
Consultant  is  not billing Company for the time performed but rather is billing
Company  based on the number of mail pieces sent each year. Additionally, in the
absence  of  willful  misfeasance,  bad  faith,  or  reckless  disregard for the
obligations or duties hereunder by Consultant, Consultant shall not be liable to
the  Company or any of its shareholders for any act or omission in the course of
or  connected  with  rendering the Services, including but not limited to losses
that  may  be  sustained  in  any  corporate  act  in  any  subsequent  Business
Opportunity  (as defined herein) undertaken by the Company as a result of advice
provided  by  Consultant.

4.   COMPENSATION.

The  Company  agrees to pay Consultant a fee for the Services ("Consulting Fee")
as  follows:

Consultant  shall  be  paid by Company monthly on the 1st of the month. The rate
shall  be  $.015  per  mail  piece  sent  based  off  the  yearly  forecast.

Fee  based  on  the  projected mailings attached & provided by company.  Company
shall be billed based on the 12-month average in all cases not to be below a fee
of  $15,750.  Consultant  shall  provide  a  quarterly  accounting  of  usage to
company.

A  late  fee  of  1.5%  will  be charged on any payments more than 10 days late.
Failure to pay the payment and/or late payments when due can subject the Company
to  cancellation  by  Consultant  hereunder. If this contract is canceled due to
non-payment  then  Consultant  will be eligible for expenses equal to 33% of the
amount  outstanding  for  collection costs as well as a termination fee equal to
one  months  billing  (at  the  pervious  month's  rate).

5.   COSTS AND EXPENSES.

     All  third  party  and out-of-pocket expenses incurred by Consultant in the
performance of the Services shall be paid by the Company, or Consultant shall be
reimbursed  if paid by Consultant on behalf of the Company, within ten (10) days
of  receipt  of  written  notice  by  Consultant, provided that the Company must
approve  in  advance  all  such  expenses  in  excess  of  $1,000  per  month.

6.   PLACE OF SERVICES.

     The  Services  provided  by  Consultant  hereunder  will  be  performed  at
Consultant's  offices  except as otherwise mutually agreed by Consultant and the
Company.

7.   INDEPENDENT CONTRACTOR.

     Consultant  will act as an independent contractor in the performance of its
duties  under  this  Agreement.  Accordingly, Consultant will be responsible for
payment  of  all federal, state, and local taxes on compensation paid under this
Agreement,  including  income and social security taxes, unemployment insurance,
and  any  other  taxes  due  relative to Consultant's Personnel, and any and all
business  license  fees as may be required. This Agreement neither expressly not
impliedly  creates  a  relationship  of  principal  and  agent,  or employee and
employer,  between Consultant's Personnel and the Company Neither Consultant nor
Consultant's  Personnel are authorized to enter into any agreements on behalf of
the  Company.  The  Company  expressly retains the right to approve, in its sole
discretion,  each  Asset  Opportunity  or  Business

Opportunity  introduced  by  Consultant,  and  to  make all final decisions with
respect  to  effecting  a


Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

                                  Page 2 of 6
<PAGE>
transaction on any Business Opportunity.

8.   NO AGENCY EXPRESS OR IMPLIED.

     This  Agreement  neither  expressly nor impliedly creates a relationship of
principal and agent between the Company and Consultant, or employee and employer
as  between  Consultant's  Personnel  and  the  Company.

9.   TERMINATION.

     The  Company  and  Consultant  may  terminate  this  Agreement  before  the
expiration  of the Primary Term upon thirty (30) days written notice, so long as
termination  is  with mutual written consent. Absent mutual consent, and without
prejudice to any other remedy to which the terminating party may be entitled (if
any),  either  party  may terminate this Agreement with thirty (30) days written
notice  under  the  following  conditions:

     A.   By the Company.
          ---------------

            (i).  If  during the Primary Term of this Agreement or any Extension
                  Period,  Consultant  is  unable to provide the Services as set
                  forth herein for thirty (30) consecutive business days because
                  of  illness,  accident,  or  other  incapacity of Consultant's
                  Personnel;  or,

            (ii)  If  Consultant  willfully  breaches  the duties required to be
                  performed  hereunder,  or,

     B.   By Consultant.
          --------------

            (i).  If  the  Company  breaches this Agreement or fails to make any
                  payments  or  provide  information  required  hereunder;  or,

            (ii). If  the  Company  ceases business or, other than in an Initial
                  Merger,  sells  a  controlling  interest  to a third party, or
                  agrees  to  a  consolidation  or merger of itself with or into
                  another corporation, or enters into such a transaction outside
                  of  the scope of this Agreement, or sells substantially all of
                  its  assets  to  another  corporation,  entity  or  individual
                  outside  of  the  scope  of  this  Agreement;  or,

           (iii). If  the  Company,  subsequent  to  the execution hereof, has a
                  receiver  appointed  for  its business or assets, or otherwise
                  becomes  insolvent or unable to timely satisfy its obligations
                  in  the ordinary course of business, including but not limited
                  to  the  obligation  to  pay  the  Consulting  Fee;  or,

            (iv). If the Company, subsequent to the execution hereof; institutes
                  or  makes  a  general assignment for the benefit of creditors,
                  has  instituted  against  it  any  bankruptcy  proceeding  for
                  reorganization  or  rearrangement  of  its  financial affairs,
                  files a petition in a court of bankruptcy, or is adjudicated a
                  bankrupt;  or,

            (v).  If  any of the disclosures made herein or subsequent hereto by
                  the  Company  to  Consultant  are  determined to be materially
                  false  or  misleading.


Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

                                  Page 3 of 6
<PAGE>
12.  INDEMNIFICATION.

     Subject  to  the  provisions  herein,  the  Company and Consultant agree to
indemnify,  defend  and  hold  each other harmless from and against all demands,
claims,  actions,  losses,  damages,  liabilities, costs and expenses (including
without  limitation,  interest,  penalties  and  attorneys'  fees  and expenses)
asserted  against  or  imposed  or  incurred  by  either  party  by reason of or
resulting  from  any  action  by (or the breach of any representation, warranty,
covenant, condition, or agreement by) the other party to this Agreement

13.  REMEDIES

     Consultant  and  the  Company  acknowledge that in the event of a breach of
this  Agreement  by  either  party,  money  damages would be inadequate, and the
non-breaching  party  would  have no adequate remedy at law. Accordingly, in the
event  of  any  controversy  concerning  the  rights  or  obligations under this
Agreement,  such rights or obligations shall be enforceable in a court of equity
by  a  decree of specific performance. Such remedy, however, shall be cumulative
and  nonexclusive,  and  shall  be  in addition to any other remedy to which the
parties  may  be  entitled.

14.  MISCELLANEOUS.

     A.   Subsequent  Events Consultant and the Company each agree to notify the
          ----------  ------
          other party if, subsequent to the date of this Agreement, either party
          incurs obligations which could compromise its' efforts and obligations
          under  this  Agreement.

     B.   Amendment This Agreement may be amended or modified at any time and in
          ---------
          any  manner  only  by an instrument in writing executed by the parties
          hereto.

     C    Further  Actions  and  Assurances.  At any time and from time to time,
          -------  ------------  ----------
          each  party  agrees,  at  its or their expense, to take actions and to
          execute  and  deliver  documents  as  may  be  reasonably necessary to
          effectuate  the  purposes  of  this  Agreement.

     D.   Waiver.  Any failure of any party to this Agreement to comply with any
          ------
          of  its obligations, agreements, or conditions hereunder may be waived
          in  writing  by the party to whom such compliance is owed. The failure
          of  any  party  to  this  Agreement  to enforce at any time any of the
          provisions  of  this  Agreement  shall  in no way be construed to be a
          waiver  of  any  such provision or a waiver of the right of such party
          thereafter  to enforce each and every such provision. No waiver of any
          breach  of  or noncompliance with this Agreement shall be held to be a
          waiver  of  any  other  or  subsequent  breach  or  noncompliance

     E.   Assignment Neither this Agreement nor any right created by it shall be
          ----------
          assignable  by  either  party without the prior written consent of the
          other.

     F.   Notices.  Any  notice  or other communication required or permitted by
          -------
          this  Agreement  must be in writing and shall be deemed to be properly
          given  when delivered in person to an officer of the other party, when
          deposited  in  the  United States mail for transmittal by certified or
          registered  mail,  postage  prepaid;  when  deposited  with  a  public
          telegraph  company  for  transmittal;  or  when  sent  by  facsimile
          transmission,  provided  that  the  communication  is  addressed:


Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

                                  Page 4 of 6
<PAGE>
            (i)   In  the  case  of  the  Consultant:

                  Business Executive Services, Inc.
                  4840 East Jasmine Street, Suite 110
                  Mesa, Arizona 85205
                  Telephone:     (480) 860-0011
                  Facsimile:     (480) 860-0800
                  Attention  President

            (ii)  In the case of the Company:

                  Telco Billing, Inc.
                  4840 East Jasmine Street, Suite 105
                  Mesa, Arizona 85205
                  Telephone:     (480) 654-9646
                  Facsimile:     (480) 654-9727
                  Attention:  President

          or  to  such  other  person  or  address  designated in writing by the
Company  or  Consultant  to  receive  notice.

     G    Headings  The  section  and  subsection headings in this Agreement are
          --------
          inserted  for  convenience  only  and  shall not affect in any way the
          meaning  or  interpretation  of  this  Agreement.

     H    Governing Law This Agreement was negotiated in and is being contracted
          -------------
          for  in  Arizona,  and  shall  be governed by the laws of the State of
          Arizona,  and  the  United  States  of  America,  notwithstanding  any
          conflict-of-law  provision to the contrary. The parties hereby consent
          to  the  personal  jurisdiction  of the courts located in the State of
          Arizona.

     I.   Binding  Effect.  This  Agreement  shall  be  binding upon the parties
          ----------------
          hereto  and  inure  to  the  benefit  of the parties, their respective
          heirs,  administrator,  executors,  successors,  and  assigns.

     J.   Entire Agreement. This Agreement contains the entire agreement between
          -----------------
          the  parties  hereto  and  supersedes  any  and  all prior agreements,
          arrangements,  or  understandings  between the parties relating to the
          subject  matter of this Agreement. No oral understandings, statements,
          promises,  or  inducements  contrary  to  the  terms of this Agreement
          exist.  No  representations,  warranties,  covenants,  or  conditions,
          express  or implied, other than as set forth herein, have been made by
          any  party.

     K.   Severability.  If  any part of this Agreement is deemed unenforceable,
          ------------
          the  balance  of  the Agreement shall remain in full force and effect.

     L.   Counterparts.  A  facsimile,  telecopy,  or other reproduction of this
          ------------
          Agreement  may be executed simultaneously in two or more counterparts,
          each  of  which shall be deemed an original, but all of which together
          shall  constitute  one and the same instrument, by one or more parties
          hereto and such executed copy may be delivered by facsimile or similar


Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

                                  Page 5 of 6
<PAGE>
          instantaneous  electronic  transmission  device  pursuant to which the
          signature  of  or  on behalf of such party can be seen. In this event,
          such  execution  and  delivery  shall be considered valid, binding and
          effective  for  all  purposes. At the request of any party hereto, all
          parties  agree to execute an original of this Agreement as well as any
          facsimile,  telecopy  or  other  reproduction  hereof.

     M.   Time  is  of the Essence. Time is of the essence of this Agreement and
          ------------------------
          of  each  and  every  provision  hereof.

IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date above
written.

THE "CONSULTANT"                             THE "COMPANY"
BUSINESS EXECUTIVE SERVICES, INC.            TELCO BILLING, INC.

BY:  /s/ Joe Susco (President)               BY:  /s/ Angelo Tullo, president
- ---------------------------------------      -----------------------------------
Joe Susco, President                         Angelo Tullo, CEO/President


Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001


                                  Page 6 of 6
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>15
<FILENAME>doc22.txt
<DESCRIPTION>LEVEL(3) TERMS OF DELIVERY
<TEXT>

                                                                   Exhibit 10.29

                          TERMS FOR DELIVERY OF SERVICE

These  Terms for Delivery of Service ("Terms") apply to and will be considered a
part  of any "Customer Order" signed by Customer for Services delivered by Level
3 Communications, LLC ("Level 3"). These Terms (including the specific terms for
each  Service  as  attached)  are  applicable  to  sales  of Service located in,
originating  or  terminating  in  the  United  States.

SECTION  1.  DEFINITIONS

1.1     AFFILIATE:  An  entity that now or in the future, directly or indirectly
        ----------
controls,  is  controlled  by  or  is under common control with a party to these
Terms.  For  purposes  of  the foregoing, "control" shall mean the ownership of:

(A)     fifty  percent  (50%) or more of the voting power to elect the directors
of  the  company,  or

(B)     fifty  percent  (50%)  or more of the ownership interest in said entity.

1.2     COLOCATION AREA: The location within a Gateway in which Colocation Space
        ----------------
ordered  by  Customer  is  located.

1.3     COLOCATION  SPACE: The location(s) within the Colocation Area of a Level
        ------------------
3  Gateway  where  Customer  is  permitted  to colocate communications equipment
pursuant to a Customer Order accepted by Level 3.

1.4     COMMITTED DATA RATE: The minimum data rate committed by Customer and set
        --------------------
forth in the Customer Order (expressed in Megabits per second (Mbps)).

1.5     CONNECTION  NOTICE: Written notice from Level 3 that the Service ordered
        -------------------
has  been  installed  by  Level  3  pursuant to the Customer Order, and has been
tested  and  is  functioning  properly.

1.6     CUSTOMER:  The  person  or  entity  identified  as the "Customer" on any
        ---------
Customer  Order.

1.7     CUSTOMER  COMMIT  DATE:  The  date  that  Service  will  be available to
        -----------------------
Customer,  as  set  forth  in  the Customer Welcome Letter or such other written
notice  from  Level  3  to  Customer.

1.8     CUSTOMER  ORDER  A  request for Level 3 Service submitted by Customer in
        ---------------
the  form  designated  by  Level  3.

1.9     CUSTOMER PREMISES: The location or locations occupied by Customer or its
        ------------------
end  users  to  which  Service  is  delivered.

1.10     CUSTOMER WELCOMELETTER A written communication from Level 3 to Customer
         ----------------------
informing Customer of Level 3's acceptance of the Customer Order.

1.11     EXCUSED  OUTAGE: Any outage, unavailability, delay or other degradation
         ----------------
of  Service  related  to,  associated  with  or  caused by scheduled maintenance
events, Customer actions or inactions, Customer provided power or equipment, any
third  party,  excluding   any third  party directly involved  in  the operation
and  maintenance  of  the  Level  3  network  but including, without limitation,
Customer's  end  users,  third  party network providers, traffic exchange points
controlled  by  third  parties,  or any power, equipment or services provided by
third  parties,  or  an  event  offeree  majeure  as  defined  in  Section  7.1.

1.12  FACILITIES:  Property  owned  or  leased  by  Level  3 and used to deliver
      -----------
Service,  including  terminal and other equipment, wires, lines, ports, routers,
switches,  channel  service  units, data service units, cabinets, racks, private
rooms  and  the  like.

1.13     GATEWAY:  Buildings  owned  or leased by Level 3  for the  purpose  of,
         --------
among others, locating and colocating communications equipment

1.14     LOCAL   LOOP:  The  connection   between   Customer  Premises  and  the
         -------------
Level  3  intercity  backbone  network.

1.15     OFF-NET:  Traffic  that  originates  from or terminates to any location
         --------
that  is  not  on  the  Level  3  network.

1.16     OFF-NETSEND  TRAFFIC: Send Traffic that terminates to any location that
         ---------------------
is  not  on  the  Level  3  network.

1.17     ON-NET:  Traffic that originates from and terminates to a location that
         -------
is  on  the  Level  3  network.

1.18     ON-NET  SEND  TRAFFIC:  Send Traffic that terminates to a location that
         ----------------------
is  on  the  Level  3  network.

1.19     ON-NET  INTRACITY  SEND  TRAFFIC:  On-Net  Send  Traffic  that does not
         ---------------------------------
transit  Level  3's  long  haul  transmission  facilities.

1.20     PROTECTED:  (3)Link(SM) Private Line Service that includes a protection
         ----------
scheme  that  allows  traffic  to  be  re-routed  in the event of a fiber cut or
equipment  failure.

1.21     RECEIVE TRAFFIC: Traffic from any origination point that is received by
         ----------------
Customer  from  the  Level  3  network.

1.22     REMOTE  HANDS:  Basic  on-site,  first-line  maintenance  and  support
         --------------
consistent  with  Level 3's then current Remote Hands Service Policy and Managed
installation  Policy,  as  amended  by  Level  3  from  time  to time, which are
available  to  Customer  upon  request.

1.23     REVENUECOMMITMENT:  A  commitment  by  Customer  to order and pay for a
         ------------------
minimum  volume  of  Services  during an agreed term, as set forth in a Customer
Order

1.24     SEND  TRAFFIC:  Traffic  from  any  origination  point  that is sent by
         --------------
Customer  onto  the  Level  3  network.

1.25   SERVICE:  Any  service  offered  by Level 3 pursuant to a Customer Order,
       --------
including  supplying  Colocation  Space.

1.26  SERVICE  COMMENCEMENT  DATE:  The  first  to  occur  of:
      ----------------------------

(A)     the  date  upon  which  Customer  acknowledges that the Service has been
installed  and  is  functioning  properly; or

(B)     the  date  set  forth  in any Connection Notice unless Customer notifies
Level  3 that the Service is not functioning properly as provided in Section 3.1
(or, if two or more Services are designated as "bundled" or as having a "sibling
relationship" in any Customer Order, the date set forth in the Connection Notice
for  all  such  Services);  or


                                  Page 1 of 12
<PAGE>
(C)     the  date  Customer  begins  using  me  Service.

1.27     SERVICE  TERM:  The  duration of time (measured starting on the Service
         --------------
Commencement  Date)  for  which Service is ordered, as specified in the Customer
Order.   The  Service  Term  shall  continue  on  a  month-to-month  basis after
expiration  of  the  stated  Service Term, until terminated by either Level 3 or
Customer  upon  thirty  (30)  days'  written  notice  to  the  other.

1.28     SUBMARINE:   Any  Service  that  transits  any  portion  of  Level  3's
         ----------
under-sea network in the Atlantic or Pacific Oceans.

1.29     TERRESTRIAL:  Any  Service that generally transits Level 3's land-based
         ------------
network  (with  limited  water crossings, including, without limitation, bay and
channel  crossings)  and does not in any way transit Level 3's under-sea network
in  the  Atlantic  or  Pacific  Oceans.

1.30     UNPROTECTED:  (3)Link(SM)  Private Line Service that does not include a
         ------------
protection  scheme  that  would  allow traffic to be re-routed in the event of a
fiber  cut  or  equipment  failure.

SECTION  2.  DELIVERY  OF  SERVICE
- ----------------------------------

2.1     SUBMISSION  OF  CUSTOMER  ORDER(S)  To  order  any Service, Customer may
        ----------------------------------
submit a Customer Order requesting Service. Unless otherwise agreed, Customer is
not  obligated  to  submit  Customer  Orders.  The Customer Order and its backup
detail  must  include a description of the Service, the nonrecurring charges and
monthly  recurring  charges  for Service, applicable Service Term and/or Revenue
Commitment  or  other  usage  commitment

2.2     ACCEPTANCE  BY  LEVEL  3.   Upon receipt of a Customer Order, if Level 3
        -------------------------
determines  (in  its sole discretion) to accept the Customer Order, Level 3 will
deliver  a Customer Welcome Letter for the requested Service (or some portion of
the  Services).   Level  3 will become obligated to deliver ordered Service only
if  Level  3  has  delivered  a  Customer Welcome Letter respecting the Service.

2.3     CREDIT  APPROVAL  AND  DEPOSITS.   Customer  will  provide  Level 3 with
        --------------------------------
credit  information  as  requested, and delivery of Service is subject to credit
approval.   Level  3  may  require  Customer to make a deposit as a condition to
Level  3's  acceptance  of  any  Customer  Order, or as a condition to Level 3's
continuation  of  Service,  The  deposit will be held by Level 3 as security for
payment  of  Customer's  charges.  When  Service  to Customer is terminated, the
amount  of  the deposit will be credited to Customer's account and any remaining
credit  balance  will  be  refunded.

2.4     CUSTOMER  PREMISES.     Customer  shall  allow  Level  3  access  to the
        -------------------
Customer  Premises  to  the  extent  reasonably  determined  by  Level 3 for the
installation,  inspection  and  scheduled or emergency maintenance of Facilities
relating  to  the  Service.   Level  3  shall  notify  Customer at least two (2)
business   days   in   advance   of  any   regularly   scheduled  maintenance
that  will  require  access  to  the  Customer  Premises or that may result in a
material interruption of Service. Customer will be responsible for providing and
maintaining,  at  its  own   expense,   the   level   of  power,   heating   and
air  conditioning  necessary  to  maintain  the  proper  environment  for  the
Facilities  on   the   Customer Premises,   in  the   event Customer fails to do
so,  Customer  shall  reimburse  Level  3  for the actual and reasonable cost of
repairing  or  replacing  any  Facilities  damaged  or  destroyed as a result of
Customer's  failure.  Customer will provide a safe place to work and comply with
all  laws  and  regulations  regarding  the  working  conditions on the Customer
Premises.

2.5     LEVEL 3 FACILITIES.  Except as otherwise agreed, title to all Facilities
        -------------------
shall  remain  with Level 3. Level 3 will provide and maintain the Facilities in
good  working  order.  Customer  shall  not,  and  shall  not  permit others to,
rearrange,  disconnect,  remove, attempt to repair, or otherwise tamper with any
Facilities,  without  the prior written consent of Level 3. The Facilities shall
not  be  used  for  any purpose other than that for which Level 3 provides them.
Customer  shall  not  take  any action that causes the imposition of any lien or
encumbrance on the Facilities. In no event will Level 3 be liable to Customer or
any  other  person  for  interruption  of Service or for any other loss, cost or
damage  caused  or  related  to improper use or maintenance of the Facilities by
Customer  or  third  parties  provided  access  to the Facilities by Customer in
violation  of  these Terms, and Customer shall reimburse Level 3 for any damages
incurred as a result thereof. Customer agrees (which agreement   shall   survive
the   expiration,   termination   or  cancellation  of  any  Customer  Order) to
allow  Level  3  to  remove  the  Facilities  from  the  Customer  Premises:

(A)     after  termination,  expiration  or  cancellation of the Service Term in
connection  with  which  the  Facilities  were  used;  or

(B)     for  repair,  replacement  or  otherwise  as  Level  3  may determine is
necessary  or  desirable,  but  Level  3 will use reasonable efforts to minimise
disruptions  to  the  Service  caused  thereby.

2.6     CUSTOMER-PROVIDED  EQUIPMENT.  Level  3  may  install  certain
        -----------------------------
Customer-provided  communications  equipment  upon  installation of Service, but
Level  3  shall  not  be  responsible for the  operation  or maintenance  of any
Customer-provided communication equipment. Level 3 undertakes no obligations and
accepts no liability for the configuration, management, performance or any other
issue  relating  to Customer's routers or other Customer-provided equipment used
for  access  to  or  the  exchange  of  traffic  in connection with the Service.

SECTION  3.  BILLING  AND  PAYMENT
- ----------------------------------

3.1     COMMENCEMENT  OF  BILLING.  Upon installation and testing of the Service
        --------------------------
ordered  in  any  Customer  Order, Level 3 will deliver to Customer a Connection
Notice.  Upon  receipt of the Connection Notice, Customer shall have a period of
seventy  two  (72)  hours  to confirm that the Service has been installed and is
properly functioning.  Unless Customer delivers written notice to Level 3 within
such seventy two (72) hour period mat the Service is not installed in accordance
with  the Customer Order and functioning properly, billing shall commence on the
applicable   Service   Commencement   Date,   regardless   of  whether  Customer
has  procured  services  from  other carriers needed to operate the Service, and
regardless  of  whether  Customer  is  otherwise  prepared to accept delivery of
ordered  Service.

3.2     CHARGES.  The Customer Order will set forth the applicable non-recurring
        --------
charges  and  recurring  charges  for  the  Service.  Unless otherwise expressly
specified  in the Customer Order, any non-recurring charges shall be invoiced by
Level  3  to Customer upon the Service Commencement Date.  However, in the event
such  Service  requires  Level  3 to install additional infrastructure, cabling,
electronics  or  other  materials in the provision of the Service, such Customer
Order  may include (as specified therein) non-recurring charges that are payable
by


                                  Page 2 of 12
<PAGE>
Customer  immediately  upon  Level 3's acceptance of such Customer Order. In the
event  Customer  fails to pay such nonrecurring charges within five (5) business
days  following  Level  3's delivery to Customer of the Customer Welcome Letter,
(i)  such  failure  to  pay  shall  constitute an Excused Outage for purposes of
installation  of  the  Service; (ii) Level 3 may issue a revised Customer Commit
Date; and (iii) Level 3 may suspend installation of the Service until receipt of
such  non-recurring  charges.  If Customer requests and Level 3 approves (in its
sole  discretion)  any changes to the Customer Order or Service after acceptance
by  Level  3,  including,  without  limitation, the Service installation date or
Service  Commencement  Date,  additional  non-recurring  charges  and/or monthly
recurring  charges  not  otherwise  set  forth  in the Customer Order may apply.

3.3     PAYMENT  OFINVOICES.   Invoices  are delivered monthly. Level 3 bills in
        --------------------
advance for Service to be provided during the upcoming month, except for charges
which  are dependent upon usage of Service, which are billed in arrears. Billing
for  partial months are prorated based on a calendar month. All invoices are due
thirty  (30) days after the date of invoice. Past due amounts bear interest at a
rate  of  1.5% per month (or the highest rate allowed by law, whichever is less)
beginning  from the date first due until paid in full.  For Level 3 (3)Voice(SM)
Service  which  terminates  on  the  PSTN  (Public  Switched  Telephone Network)
only  (see Section 12), Customer will be provided, in addition to its invoice, a
summary  report describing the total amount due from Customer to Level 3 and the
total  cost  of  Customer's  recurring  fees, non-recurring fees and total usage
charges.  Usage  detail  will  be  provided  via  FTP  format  on a daily basis.
Customer  will  also  be  provided  monthly telemanagement reports as follows: a
Terminating  LATA  Summary  Report;  a Terminating LEC Report; and a Terminating
County  Summary  Report.

3.4     TAXES  AND  FEES.  All  charges for Service are net of applicable taxes.
        -----------------
Except for taxes based on Level 3's net income, Customer will be responsible for
all  applicable  taxes  that  arise  in  any  jurisdiction,  including,  without
limitation,  value  added,   consumption,   sales,   use,   gross   receipts,
excise,  access,  bypass,  franchise  or  other  taxes, fees, duties, charges or
surcharges,  however  designated,  imposed  on,  incident  to, or based upon the
provision,  sale  or  use  of  the  Service.

3.5     REGULATORY  AND  LEGAL CHANGES. In the event of any change in applicable
        -------------------------------
law,  regulation, decision, rule or order that materially increases the costs or
other  terms  of  delivery  of  Service,  Level  3  and  Customer will negotiate
regarding  the  rates to be charged to Customer to reflect such increase in cost
and,  in the event that the parties are unable to reach agreement respecting new
rates  within  thirty  (30)  days  after  Level  3's  delivery of written notice
requesting  renegotiation, then (a) Levels may pass such increased costs through
to  Customer,  and  (b)  to  the  extent  Level  3 elects to do so, Customer may
terminate  the  affected  Customer  Order  without  termination  liability  by
delivering  written  notice  of termination no later than thirty (30) days after
the  effective  date  of  the  rate  increase.

3.6     DISPUTED INVOICES.  If  Customer  reasonably  disputes  any portion of a
        ------------------
Level  3  invoice,  Customer  must pay the undisputed portion of the invoice and
submit  a written claim for the disputed amount. All claims must be submitted to
Level  3  within  sixty  (60) days of receipt of the invoice for those Services.
Customer  waives the right to dispute any charges not disputed within such sixty
(60)  day  period.  In  the event that the dispute is resolved against Customer,
Customer  shall pay such amounts plus interest at the rate referenced in Section
3.3.

3.7     REVENUE  COMMITMENT.    In  the  event  that  Customer  makes  a Revenue
        --------------------
Commitment  in  any  Customer  Order,  then  Customer  will be billed for and be
responsible  to pay the greater of (a) the recurring charges for Service ordered
and  delivered,  or  (b)  the  amount  of  the  Revenue  Commitment.

3.8     TERMINATION  CHARGES.    (A)  Customer  may  cancel  a  Customer  Order
        ---------------------
following Level 3's acceptance of the same and prior to the Customer Commit Date
upon  prior written notice to Level 3. In the event that Customer does so, or in
the  event  that  the delivery of such Service is terminated by Level 3 prior to
delivery  of  a  Connection  Notice  due to a failure of Customer to comply with
these  Terms,  Customer shall pay Level 3 a cancellation charge equal to the sum
of  (i)  in  the  case  of  Colocation  Space,  the costs incurred by Level 3 in
returning the Colocation Space to a condition suitable for use by third parties,
plus  (ii):

     (a)     any  third  party  cancellation/termination  charges related to the
installation  and/or  cancellation  of  Service;

     (b)     the non-recurring charges (including any non recurring charges that
were  waived  by  Level  3  at the time of the Customer Order) for the cancelled
Service;  and

     (c)     as  the  case may be, (i) one (1) month's monthly recurring charges
for the cancelled Service if written notice of cancellation is received by Level
3  more  than  five (5) business days prior to the Customer Commit Date, or (ii)
three (3) month's monthly recurring charges for the cancelled Service if written
notice  of  cancellation  is  received by Level 3 five (5) business days or less
prior  to  the  Customer  Commit  Date.

Customer's  right  to  cancel  any  particular Service under this Section 3.8(A)
shall  automatically expire and shall no longer apply upon Level 3's delivery to
Customer  of  a  Connection  Notice  for  such  Service.

(B)  In  addition to Customer' right of cancellation under Section 3.8(A) above,
Customer  may terminate Service prior to the end of the Service Term upon thirty
(30) days' prior written notice to Level 3, subject to the following termination
charges.  In  the event that after either the Customer Commit Date or Customer's
receipt  of  the  Connection  Notice  for a particular Service (whichever occurs
first)  and prior to the end of the Service Term, Customer terminates Service or
in  the  event  that  the  delivery of Service is terminated due to a failure of
Customer  to  comply  with these Terms, Customer shall pay Level 3 a termination
charge  equal  to  the  sum  of  (i)  in the case of Colocation Space, the costs
incurred  by  Level  3 in returning the Colocation Space to a condition suitable
for  use  by  third  parties,  plus  (ii):

     (a)     any  third  party  cancellation/termination  charges related to the
installation  and/or  termination  of  Service;

     (b)     the  non-recurring  charges  (including  any non- recurring charges
that were waived by Level 3 at the time of the Customer Order) for the cancelled
Service,  if  not  already  paid;  and

     (c)     the  percentage of the monthly recurring charges for the terminated
Service  calculated  from  the  effective date of termination as (1) 100% of the
remaining  monthly  recurring  charges  that  would  have  been incurred for the
Service  for


                                  Page 3 of 12
<PAGE>
months 1-12 of the Service Term, plus (2) 50% of the remaining monthly recurring
charges  that would have been incurred for the Service for months 13 through the
end  of  the  Service  Term.

3.9     FRAUDULENT  USE  OF  SERVICES.  Customer is responsible for ail  charges
        ------------------------------
attributable   to  Customer  incurred   respecting  Service,  even  if  incurred
as  the  result  of  fraudulent  or unauthorized use of Service; except Customer
shall  not  be  responsible for fraudulent or unauthorized use by Level 3 or its
employees.

3.10     SERVICE  TERM.   Except  as  otherwise  set forth herein, Level 3 shall
         --------------
deliver  the  Service  for the entire duration of the Service Term, and Customer
shall  pay all charges for delivery thereof through the end of the Service Term.

SECTION  4.  DISCONTINUANCE  OFCUSTOMERORDERS
- ---------------------------------------------

4.1  DISCONTINUANCE  OF  CUSTOMER  ORDER  BY  LEVEL 3. Level 3 may terminate any
     -------------------------------------------------
Customer  Order  and  discontinue  Service  without  liability:

(A)     If  Customer  fails  to  pay  a past due balance for Service (other than
amounts  reasonably  disputed  under  Section 3.6) (i) within three (3) business
days  after  written notice from Level 3 respecting charges invoiced in arrears,
or  (ii)  within  seven  (7)  business  days  after  written notice from Level 3
respecting  charges  invoiced  in  advance;

(B)     if  Customer  violates  any  law,  rule,  regulation  or  policy  of any
government  authority  related  to  Service;  if  Customer  makes  a  material
misrepresentation  to  Level  3  in  connection with the ordering or delivery of
Service;  if Customer engages in any fraudulent use of Service; or if a court or
other  government  authority  prohibits  Level  3  from  furnishing  Service;

(C)     if  Customer  fails  to  cure  its  breach  (other  than as addressed in
sub-Sections  (A), (B), (D) or (E) of this Section 4.1) of any of these Terms or
any Customer Order within thirty (30) days after written notice thereof provided
by  Level  3;

(D)     if  Customer files bankruptcy, for reorganization, or fails to discharge
an  involuntary  petition  therefore  within  sixty  (60)  days;  or

(E)     if  Customer's  use  of  Service  materially  exceeds  Customer's credit
limit  unless  within  one  (1)  day's  written  notice  thereof  by   Level  3,
Customer  provides   adequate  security  for  payment  for  Service.

4.2  EFFECT  OF  DISCONTINUANCE.  Upon  Level  3's  discontinuance of Service to
     ---------------------------
Customer,  Level  3 may, in addition to all other remedies that may be available
to  Level 3 at law or in equity, assess and collect from Customer any applicable
termination  charge  pursuant  to  Section  3.8.

4.3  DISCONTINUANCE  OF  CUSTOMER  ORDER  BY  CUSTOMER.
     --------------------------------------------------

(A)  If  Level  3's installation of Service is delayed for more than thirty (30)
business  days beyond the Customer Commit Date for reasons other than an Excused
Outage, Customer may terminate and discontinue the affected Service upon written
notice  to  Level  3  and  without payment of any applicable termination charge;
provided  such  written  notice  is  delivered  prior  to  Level 3 delivering to
Customer  the  Connection  Notice  for the affected Service. This Section 4.3(A)
shall  not  apply  to  any  Off-Net  Local  Loop  Service,  including,  without
limitation, (3)Link(SM) Metropolitan Private Line (Off-Net) Service, provisioned
by  Level  3  through  a  third  party  carrier  for  the  benefit  of Customer.

(B)  Customer may terminate and discontinue affected Service prior to the end of
the  Service  Term  without payment of any applicable termination charge if: (i)
such Service is Unavailable (as defined below) on two or more separate occasions
of  more  than  eight  (8)  hours  each  in any thirty (30) day period, and (ii)
following  written  notice thereof from Customer to Level 3, the same Service is
Unavailable  for  more than twelve (12) hours at any time within the ninety (90)
day  period  immediately  following  said notice. For purposes of the foregoing,
"Unavailable"  shall  mean  a  total  interruption  in  Service,  except for any
interruption  which  is an Excused Outage. The duration of any interruption will
commence  when  Customer  reports  an outage to the Level 3 Customer Service and
Support Organization (1-877-4LEVEL3) and will end when the Service is operative.
Customer  may only terminate Service which is Unavailable, and must exercise its
right  to  terminate any affected Service under this Section, in writing, within
thirty  (30)  days  after  the  event  giving  rise  to  a  right of termination
hereunder.  This  Section  4.3(B)  shall  not  apply  to Unprotected (3)Link(SM)
Private  Line  Service  or  (3)Link(SM)  Wavelength  Service.

(C) In the event Customer elects to cancel the affected Service pursuant to this
Section  4.3,  Customer  shall  have  no  right  to,  and  Level 3 shall have no
obligation  to  pay,  any Service Level credit(s) pursuant to Section 15 for the
discontinued  Service.

SECTION  5.  LIABILITIES
- ------------------------

5.1     SERVICE INTERRUPTIONS AND DELIVERY.   Level 3 provides specific remedies
        -----------------------------------
regarding  installation  and  performance  of Service as set forth in Section 15
below  ("Service  Levels  ").  In  the  event of a failure to deliver Service in
accordance  with  the  Service Levels, Customer's sole remedies are contained in
(a)  the  Service  Levels  applicable  (if any) to the affected Service, and (b)
Section  4.3.

5.2     NO  SPECIAL  DAMAGES.     Notwithstanding  any  other  provision hereof,
        ---------------------
neither  party  shall  be  liable  for  any  indirect  incidental,   special,
consequential,   exemplary   or   punitive damages (including but not limited to
damages  for  lost  profits, lost revenues or the cost of purchasing replacement
services)  arising  out  of  the  performance  or  failure  to perform under any
Customer  Order.

5.3     DISCLAIMER  OF  WARRANTIES.     LEVEL  3  MAKES  NO  WARRANTIES   OR
        ---------------------------
REPRESENTATIONS,   EXPRESS   OR  IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW,
STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR  USE,  EXCEPT  THOSE  EXPRESSLY  SET  FORTH IN ANY APPLICABLE SERVICE
LEVELS.

SECTION  6.  PUBLICITY
- ----------------------

6.1  PUBLICITY.  Neither  party shall have the right to use the other party's or
     ----------
its  affiliates'  trademarks, service marks or trade names or to otherwise refer
to  the  other  party  in any marketing, promotional or advertising materials or
activities.  Neither party shall issue any publication or press release relating
to  any  contractual relationship between Level 3 and Customer, except as may be
required  by  law  or  agreed  between  the  parties  in  writing.


                                  Page 4 of 12
<PAGE>
6.2  DISCLOSURE  OF  CUSTOMER INFORMATION. Level 3 reserves the right to provide
     -------------------------------------
any  customer or potential customer bound by a nondisclosure agreement access to
a  list  of  Level  3's customers and a description of Service purchased by such
customers.  Customer  consents  to  such  disclosure,  including  the listing of
Customer's  name  and Service purchased by Customer (financial terms relating to
the  purchase  shall  not  be  disclosed).

SECTION  7.  GENERAL  TERMS
- ---------------------------

7.1     FORCE  MAJEURE.  Neither  party  shall  be  liable, nor shall any credit
        ---------------
allowance  or  other  remedy  be  extended,  for  any  failure of performance or
equipment  due  to causes beyond such party's reasonable control.   In the event
Level  3  is  unable  to  deliver Service as a result of force majeure, Customer
shall  not  be  obligated to pay Level 3 for the affected Service for so long as
Level  3  is  unable  to  deliver.

7.2     ASSIGNMENT  AND  RESALE.  Customer  may  not  assign  its  rights  and
        ------------------------
obligations  under a Customer Order without the express prior written consent of
Level  3, which will not be unreasonably withheld.    These Terms shall apply to
any  permitted  transferees  or  assignees. Customer shall remain liable for the
payment  of all charges due under each Customer Order.   Customer may resell the
Service  to third party "end users", provided that Customer agrees to indemnify,
defend  and  hold  Level 3 harmless from claims made against Level 3 by such end
users.

7.3     NOTICES.  Notices  hereunder  shall  be  deemed  properly  given  when
        --------
delivered,  if  delivered  in  person,  or  when  sent  via facsimile, overnight
courier,  electronic  mail  or  when deposited with the U.S. Postal Service, (a)
with  respect to Customer, the address listed on any Customer Order, or (b) with
respect  to  Level  3,  to:  Director, Customer Contracts - Legal  Dept, Level 3
Communications,  LLC,   1025  Eldorado  Boulevard, Broomfield CO 80021. Customer
shall  notify  Level  3  of  any changes to its addresses listed on any Customer
Order.

7.4     INDEMNIFICATION. Each party shall indemnify the other from any claims by
        ----------------
third  parties  and  expenses  (including legal fees and court costs) respecting
damage  to  tangible  property,  personal injury or death caused by such party's
negligence  or  willful  misconduct

7.5     APPLICATION  OF  TARIFFS.  Level 3 may elect or be required to file with
        -------------------------
the  appropriate  regulatory  agency  tariffs respecting the delivery of certain
Service.  In the event that such tariffs are filed respecting Service ordered by
Customer,  then  (to  the  extent  such provisions are not inconsistent with the
terms  of  a  Customer Order) the terms set forth in the applicable tariff shall
govern  Level  3's  delivery  of,  and  Customer's  consumption  or use of, such
Service.

7.6     CONTENTS  OF  COMMUNICATIONS.   Level  3  shall  have  no  liability  or
        -----------------------------
responsibility  for  the  content  of  any  communications  transmitted  via the
Service,  and  Customer  shall  defend, indemnify and hold Level 3 harmless from
any  and all claims (including claims by governmental entities seeking to impose
penal sanctions) related to such content or for claims by third parties relating
to  Customer's  use  of  Service.  Level 3 provides only access to the Internet;
Level 3 does not operate or control the information, services, opinions or other
content  of the Internet. Customer agrees that it shall make no claim whatsoever
against  Level  3  relating  to  the  content  of the internet or respecting any
information,  product, service or software ordered through or provided by virtue
of  the  Internet.

7.7     ENTIRE UNDERSTANDING  These Terms, including any Customer Order executed
        --------------------
hereunder,  constitute  the  entire  understanding  of  the  parties  related to
Service.  In  the  event  of  any conflict between these Terms and the terms and
conditions  of  any Customer Order, these Terms shall control. These Terms shall
be  governed and construed in accordance with the laws of the State of Colorado.

7.8     NO  WAIVER.  No  failure by either party to enforce any rights hereunder
        -----------
shall  constitute  a  waiver  of  such  right(s).

7.9     ACCEPTABLE  USE  POLICY.  Customer's  use  of Service shall at all times
        ------------------------
comply  with Level 3's then-current Acceptable Use Policy and Privacy Policy, as
amended  by  Level 3 from time to time and which are available through Level 3's
web  site  at  www.level3.com.   Level  3  will  notify  Customer  of complaints
received  by  Level  3 regarding each incident of alleged violation of Level 3's
Acceptable  Use  Policy  by Customer or third parties that have gained access to
the  Service through Customer. Customer agrees that it will promptly investigate
all  such  complaints  and  take  all  necessary  actions  to  remedy any actual
violations  of  Level  3's  Acceptable Use Policy.   Level 3 may identify to the
complainant  that  Customer,  or a third party that gained access to the Service
through Customer, is investigating the complaint and may provide the complainant
with  the  necessary  information  to  contact  Customer directly to resolve the
complaint Customer shall identify a representative for the purposes of receiving
such  communications.  Level 3 reserves the right to install and use, or to have
Customer  install  and use, any appropriate devices to prevent violations of its
Acceptable  Use Policy, including devices designed to filter or terminate access
to  Service.

7.10     DATA PROTECTION.    Level 3 transfers, processes and stores data in and
         ----------------
to  the  United States.   Customer consents that Level 3 can transfer, store and
process  such  data  in  the  United  States.   Level  3  may  use  anonymous,
non-personal  data  to   monitor  customer  trends  and  for  other  internal
marketing  purposes.   This  data  will  not  be  disclosed  to  third  parties.

SECTION  8.  (3)  LINK(SM) PRIVATE  LINE  SERVICE
- -------------------------------------------------

8.1     APPLICABILITY.   This  Section  is applicable only where Customer orders
        --------------
(3)Link(SM) Private  Line  Service.

8.2     SERVICES  FROM  OTHERS.     Where  necessary  for the interconnection of
        -----------------------
(3)Link(SM) Private Line Service with services provided by others, Customer will
provide  Level  3  with  circuit  facility  assignment information, - firm order
commitment information and the design layout records necessary to enable Level 3
to  make  the  necessary  cross-connection  between the (3)Link(SM) Private Line
Service  and  Customer's  designated carrier. Any delay by Customer in providing
such  information  to  Level  3  may  delay Level 3's provision of the necessary
cross-connection.  Notwithstanding  any  such  delay  in  the  provision  of the
cross-connection,  billing  for  the  (3)Link(SM)  Private  Line  Service  shall
commence  on  the  Service Commencement Date as provided in Section 3.1. Level 3
may  charge  Customer non-recurring and monthly recurring cross- connect fees to
make  such  connection.

8.3     CONNECTION  TO  CUSTOMER  PREMISES.
        -----------------------------------
(A)  Where  (3)Link(SM)  Private Line Service is being terminated Off-Net at the
Customer  Premises through an Off-Net Local Loop to be provisioned by Level 3 on
behalf  of


                                  Page 5 of 12
<PAGE>
Customer,  the  charges set forth in the customer Order for such Service assumes
that  such  Service will be terminated at a pre-established demarcation point or
minimum point of entry (MPOE) in the building within which the Customer Premises
is  located,  as  determined  by  the  local access provider. Level 3 may charge
Customer  additional  non-recurring charges and/or monthly recurring charges not
otherwise  set  forth  in  the Customer Order for such Off-Net Service where the
local  access provider determines that it is necessary to extend the demarcation
point  or  MPOE  through  the  provision  of additional infrastructure, cabling,
electronics or other materials necessary to reach the Customer Premises. Level 3
will  notify  Customer  of  any  additional non-recurring charges and/or monthly
recurring  charges as soon as practicable after Level 3 is notified by the local
access  provider  of  the  amount  of  such  charges.

(B)  In  addition,  where (3)Link(SM)  Private  Line Service is being terminated
Off-Net at the Customer Premises through an Off-Net Local Loop to be provisioned
by Level 3 on behalf of the Customer, the charges and the Service Term set forth
in  the Customer Order for such Service assumes that such Off-Net Local Loop can
be  provisioned by Level 3 through the local access provider selected by Level 3
(and/or Customer) for the stated Service Term. In the event Level 3 is unable to
provision  such Off-Net Local Loop through the selected local access provider or
the  selected local access provider requires a longer Service Term than that set
forth  in  the Customer Order, Level 3 reserves the right, regardless of whether
Level 3 has accepted the Customer Order, to suspend provisioning of such Off-Net
Local  Loop  and  notify  Customer  in  writing  of any additional non-recurring
charges,  monthly  recurring  charges  and/or  Service Term that may apply. Upon
receipt  of  such notice, Customer will have five (5) business days to accept or
reject such changes. If Customer does not respond to Level 3 within the five (5)
business  day  period,  such changes will be deemed rejected by Customer, in the
event  Customer  rejects  the  changes  (whether  affirmatively  or  through the
expiration of the five (5) business day period), the affected Off-Net Local Loop
will be cancelled without cancellation or termination liability of either party.

SECTION  9.  (3)  LINK(SM) WAVELENGTH SERVICE
- ---------------------------------------------

9.1  APPLICABILITY.  This  Section  is  applicable  only  where  Customer orders
     --------------
(3)Link(SM)  Wavelength  Service.

9.2  INTERCONNECTION.
     ----------------
(A)     To  use  the  (3)Link(SM) Wavelength Service, Customer must provide to
Level  3,  at  each  termination  node  a  SONET or SDH-framed 2.5Gb or 10Gb (or
greater,  as  applicable)  signal  as  more  particularly described in Level 3's
standard  interconnection Specifications and Hand-off Requirements (available to
Customer upon request) (Traffic"), which Traffic will thereafter be delivered by
Level 3, in like format, to the opposite and corresponding termination node. The
demarcation  point  for  the (3)Link(SM) Wavelength Service shall be the Level 3
OSX or fiber termination panel at the termination node. Customer shall be solely
responsible  for providing all interconnection equipment used both to deliver to
or to accept Traffic from Level 3 in the formats described above and for any and
all protection schemes Customer chooses to implement respecting the Traffic. For
a  termination  node  at a location other than a Level 3 Gateway, Customer shall
provide  Level  3  with space and power (at no charge to Level 3), as reasonably
requested  by  Level 3, for placement and operation of an OSX, fiber termination
panel  or  other  equipment  within  the  Customer  Premises.

(B)     With respect to construction of Facilities to the Customer Premises and
installation, maintenance and repair of facilities within the Customer Premises,
Customer shall provide Level 3 with access to and the use of Customer's entrance
Facilities  and  inside wiring, and/or shall procure rights for Level 3 allowing
the  placement of Facilities necessary for installation of Facilities to deliver
the  (3)Link(SM)  Wavelength  Service  to  the  Customer  Premises.  All  costs
associated  with  procuring and maintaining rights needed to obtain entry to the
building  (and  the real property on which the building is located) within which
the  Customer  Premises  are  located,  and costs to procure and maintain rights
within  such  building  to  the  Customer  Premises, shall be borne by Customer.

9.3 LEASE TO IRU CONVERSION. At any time during the Service Term, Customer shall
    ------------------------
have  the  right  to  convert  any  Terrestrial  (3)Link(SM)  Wavelength Service
provided  on  a  monthly-recurring lease basis into an indefeasible right of use
("IRU")  with  a  new  Service Term of five (5) years (commencing on the date of
conversion).  Such  conversion  shall  be  effective  on  the  first  day  after
Customer's  delivery  to  Level  3  of an appropriate Customer Order pursuant to
Level  3's  then  current  Wavelengths IRU Agreement reflecting such conversion,
which  Customer  Order must (in order to be effective to convert a lease into an
IRU)  be accompanied by payment in full of the then applicable five (5) year IRU
charges  for such (3)Link(SM) Wavelength Service. The five (5) year Service Term
for  the  IRU  shall  begin at the time of conversion. Upon conversion, Customer
shall  be  released from all future monthly recurring charges under the original
lease  that  would  have otherwise accrued after the date of conversion, and the
terms  of  Level  3's  then  current  Wavelengths IRU Agreement shall thereafter
govern respecting delivery and use of the IRU. No portion of the charges already
paid  by  Customer to Level 3 for such original lease shall be refunded, rebated
or  credited.

SECTION 10.  (3)CENTER(SM) COLOCATION
- -------------------------------------

10.1     APPLICABILITY.   This  Section is applicable only where Customer orders
         --------------
Colocation  Space.

10.2     GRANT  OF  LICENSE.  Customer  is  granted  the  right  to  occupy  the
         -------------------
Colocation  Space identified in a Customer Order during the Service Term, except
as  otherwise provided in these Terms.  Customer  may submit  multiple. Customer
Orders  requesting  use  of  Colocation  Space  in  multiple  Level  3 Gateways,
each  of  which shall be governed by the terms hereof. Level 3 retains the right
to access any Collocation Space for any legitimate business purpose at any time.

10.3     USE  OF  COLOCATION  SPACE.  Customer shall  be  permitted to  use  the
         ---------------------------
Colocation  Space only for placement and maintenance of communications equipment
Customer  may  access  the Colocation Space (and the Gateway and Colocation Area
for  the  sole purpose of accessing the Colocation Space) twenty four (24) hours
per  day, seven (7) days per week; subject to any and all rules, regulations and
access  requirements  imposed  by Level 3 governing such access. Customer hereby
agrees,  within  six  (6) months of the Service Commencement Date for Colocation
Space,  to  use  the  Colocation  Space  for  placement  and  maintenance  of
communications  or  Internet access equipment. Level 3 may, upon forty five (45)
days'  written  notice,  reclaim  any portion of Colocation Space not being used
within  such  six  (6)  month  period.  Customer shall surrender such recaptured
Colocation  Space  and  the  monthly  recurring  charges  shall be appropriately
reduced.  No  refunds  shall  be  made  to  Customer


                                  Page 5 of 12
<PAGE>
regarding  recaptured  Colocation  Space.

10.4     LEVEL  3  MAINTENANCE.   Level  3  shall  perform  janitorial services,
         ----------------------
environmental  systems maintenance, power plant maintenance and other actions as
are  reasonably required to maintain the Coloration Area in which the Colocation
Space  is  located  in  a  condition  which  is  suitable  for  the placement of
communications   equipment   Level   3   shall   maintain   the  Colocation Area
in which the Colocation Space is located (but shall not be obligated to maintain
the  Colocation  Space  itself) with a relative humidity in the range of 47.5 to
52.5%  and  a  maximum  temperature  of  78 degrees. Customer shall maintain the
Colocation  Space  in  an  orderly  and  safe  condition,  and  shall return the
Colocation  Space  to Level 3 at the conclusion of the Service Term set forth in
the  Customer Order in the same condition (reasonable wear and tear excepted) as
when such Colocation Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED
HEREIN  OR  IN  ANY  CUSTOMER ORDER, THE COLOCATION SPACE SHALL BE DELIVERED AND
ACCEPTED  "AS IS" BY CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY LEVEL 3 AS
TO  THE  FITNESS  OF  THE  SPACE  FOR  CUSTOMER'S  INTENDED  PURPOSE.

10.5     RELEASE  OF  LANDLORD.  If  and to the extent that Level 3's underlying
         ----------------------
leases  so  require  (but  only  if  they  so require) Customer hereby agrees to
release  the  landlord  (and  its agents, subcontractors and employees) from ail
liability  relating  to Customer's access to the Gateway and the Colocation Area
and  Customer's  use  and/or  occupancy  of  the  Colocation  Space.

10.6     SECURITY.   Level  3  will  provide  and  maintain in working condition
         ---------
card  readers),   scanner(s)  and/or other access device(s) as selected by Level
3  for  access  to  the  Colocation  Area  of a Gateway. Customer shall under no
circumstances "prop open" any door to, or otherwise bypass the security measures
Level 3 has imposed for access to, the Colocation Area.   Level 3 will provide a
locking  device  on  Customer's Colocation Space, which Customer shall be solely
responsible  for  locking  and/or  activating  such  device.  In  the event that
unauthorized  parties  gain  access  to  the Gateway, Colocation Area and/or the
Colocation  Space through access cards, keys or other access devices provided to
Customer,  Customer shall be responsible for any damages caused by such parties.
Customer  shall  be  responsible  for the cost of replacing any security devices
lost  or  stolen  after  delivery thereof to Customer. In the event Customer has
reason to believe that an unauthorized party has gained access to the Colocation
Space,  Level  3 will, at Customer's request, make video surveillance records of
the  Colocation Area reasonably available to Customer for viewing by Customer in
the  presence  of a Level 3 employee. In addition, Level 3 will provide Customer
with  a  copy  of the access logs for the Colocation Area and/or the Gateway, as
applicable,  upon  Customer's  prior  written  request

10.7     PROHIBITED  ACTIVITIES. Customer shall abide by any posted or otherwise
         -----------------------
communicated  rules  relating  to  use  of,  access  to,  or  security  measures
respecting  the Gateway, Colocation Area and/or the Colocation Space. Customer's
rights of access and use will be immediately terminated in the event Customer or
any  of  its  agents  or  employees  are in Level 3's Gateway with any firearms,
illegal  drugs,  alcohol or are engaging in any criminal activity, eavesdropping
or  foreign  intelligence.  Persons  found  engaging  in any such activity or in
possession  of  the aforementioned prohibited items will be immediately escorted
from  the  Gateway.

10.8     TERMINATION  OF  USE.   Level  3  shall  have  the  right  to terminate
         ---------------------
Customer's  use  of the Colocation Space or the Service delivered therein in the
event  that:  (a)  Level 3's rights to use the Gateway terminates or expires for
any  reason;  (b) Customer is in default hereof; (c) Customer makes any material
alterations  to the Colocation Space without first obtaining the written consent
of  Level  3;  or  (d)  Customer  allows  personnel  or contractors to enter the
Gateway,  Colocation Area and/or the Colocation Space who have not been approved
by  Level 3 in advance. With respect to items (b), (c) and (d), unless (in Level
3's  opinion)  Customer's  actions  interfere or have the potential to interfere
with  other  Level  3 customers, Level 3 shall provide Customer a written notice
and  a  ten (10) day opportunity to cure before terminating Customer's rights to
the  Colocation  Space.

10.9     REMOVAL  OF EQUIPMENT.  Within two (2) days following the expiration or
         ----------------------
termination  of  the  Service  Term for any Colocation   Space,   Customer shall
remove  all   Customer  equipment  from  the  Colocation  Space.  In  the  event
Customer  fails  to remove the equipment within such two (2) day period, Level 3
may disconnect, remove and dispose of Customer's equipment without prior notice.
Customer  shall  be  responsible  for any costs and expenses incurred by Level 3
resulting  from  Level  3's  disconnection,  removal,  disposal  and  storage of
Customer's  equipment,  for which Customer agrees to pay such costs and expenses
and  all  other  charges due and owing fay Customer to Level 3 under these Terms
prior to Level 3 returning any Customer equipment still in Level 3's possession.
Level  3 shall not be liable for any loss or damage incurred by Customer arising
out  of  Level  3's  disconnection,  removal,  storage or disposal of Customer's
equipment

10.10     SUBLICENSES.   Customer  may  sublicense  the use of Colocation  Space
          ------------
under  the following conditions: (a) all proposed sublicensees must be approved,
in  writing,  by  Level  3  in  Level  3's  sole discretion, except Customer may
sublicense  the  use  of  the  Colocation Space to an Affiliate of Customer upon
prior  written  notice  to Level 3; (b) Customer hereby guarantees that ail such
parties  shall abide by the Terms; (c) Customer shall indemnify, defend and hold
Level 3 harmless from all claims brought against Level 3 arising from any act or
omission  of  any  sublicensee  or  its  agents; and (d) any such party shall be
considered  Customer's  agent  and  all  of  its  acts  and  omissions  shall be
attributable  to Customer for the purposes of these Terms. In the event Customer
sublicenses  use  of  the  Colocation  Space  without  Level  3's  prior written
approval, Level 3 may upon ten (10) days' written notice reclaim the sublicensed
portion  of  the  Colocation  Space.  Customer  shall  surrender such recaptured
Colocation Space and shall be subject to termination charges associated with the
recaptured Colocation Space as provided in Section 3.8. No refunds shall be made
to  Customer  regarding  recaptured  Colocation  Space.

10.11     CHANGES.
          --------
(A)  Level  3  reserves  the right to change (at Level 3's cost) the location or
configuration  of  the  Colocation Space licensed to Customer within the Level 3
Gateway; provided that Level 3 shall not arbitrarily require such changes. Level
3 and Customer shall work in good faith to minimize any disruption in Customer's
services  that may be caused by such changes in location or configuration of the
Colocation  Space.

(B) Notwithstanding anything in Section 3.1 to the contrary and unless otherwise
agreed in writing by the parties, in the event any Customer Order for Colocation
Space  is


                                  Page 7 of 12
<PAGE>
altered  (including,  without  limitation,  any  changes in the configuration or
build-out  of  the  Colocation Space) at Customer's request after submission and
acceptance  by  Level  3  that  results in a delay of Level 3's delivery of such
Colocation  Space  to Customer, billing for such Colocation Space shall commence
no  later  than  the  original  Customer  Commit  Date.

10.12     INSURANCE.  Prior to storage of equipment or occupancy by Customer and
          ----------
during  the  Service  Term,  Customer  shall  procure and maintain the following
minimum  insurance  coverage:  (a)  Workers' Compensation in compliance with all
applicable  statutes of appropriate jurisdiction (including Employer's Liability
with  limits  of $500,000 each accident); (b) Commercial  General Liability with
combined  single  limits  of  $1,000,000  each  occurrence;  and  (c) "All Risk"
Property  insurance  covering all of Customer's personal property located in the
Gateway.  Customer  acknowledges  that  it retains the risk of loss for, loss of
(including,  without  limitation, loss of use), or damage to, Customer equipment
and  other  personal  property  located in the Level 3 Gateway. Customer further
acknowledges  that  Level  3's  insurance  policies  do not provide coverage for
Customer's  personal property located in the Level 3 Gateway. Customer shall, at
its  option, maintain a program of property insurance or self-insurance covering
loss  of  or  damage to its equipment and other personal property located in the
Level  3  Gateway.  Customer's  Commercial  General  Liability  policy  shall be
endorsed  to  show  Level  3 (and any underlying property owner, as requested by
Level  3)  as  an  additional  insured.  Customer  shall  waive and/or cause its
insurance  carriers  to  waive  all rights of subrogation against Level 3, which
will  include,  without limitation, an express waiver in all insurance policies.
Customer shall furnish Level 3 with certificates of insurance demonstrating that
Customer  has  obtained  the  required  insurance  coverages prior to use of the
Colocation  Space  or the storage of equipment in the Gateway. Such certificates
shall  contain  a  statement that the insurance coverage shall not be materially
changed  or cancelled without at least thirty (30) days' prior written notice to
Level  3.  Customer  shall  require  any  contractor entering the Gateway on its
behalf  to  procure and maintain the same types, amounts and coverage extensions
as  required  of  Customer  above.

10.13     REMOTE  HANDS.  Customer  may order and pay for Level 3   to   perform
          --------------
certain  limited  maintenance  services ("Remote Hands") on Customer's equipment
within  the  Colocation  Space,  which  shall  be  performed  in accordance with
Customer's  directions.  "Remote  Hands"  maintenance  services  includes  power
cycling  equipment.  Level  3  shall  in no event be responsible for the repair,
configuration  or  tuning  of  equipment,  or  for  installation  of  Customer's
equipment  (although  Level  3 will provide reasonable assistance to Customer in
such  installation  at  Customer's  request).

10.14     STORAGE  OF  CUSTOMER EQUIPMENT.  Level 3 may, at its option, agree to
          --------------------------------
store  equipment  which  Customer  intends  to colocate in Customer's Colocation
Space  for  not more than forty-five (45) days prior to the scheduled Colocation
Service Commencement Date. Storage of such equipment is purely incidental to the
Services  ordered by Customer and Level 3 will not charge Customer a fee for the
same.  No document delivered as part of such storage shall be deemed a warehouse
receipt.  Absent  Level  3's gross negligence or intentional misconduct, Level 3
shall  have  no  liability  to  Customer  or  any  third party arising from such
storage.  In the event Customer stores equipment for longer than forty-five (45)
days, Level 3 may, but shall not be obligated to, return Customer's equipment to
Customer  without  liability,  at  Customer's  sole  cost  and  expense.

10.15     PROMOTIONAL  SIGNAGE.  Customer  may display a single promotional sign
          ---------------------
with  Customer's  name and/or logo on the outside  of any Customer private suite
Colocation  Space;  provided such signage does not exceed 8 inches by 11 inches.
All  other  promotional  signage  is  prohibited.

10.16     POWER.   In  the  event  the power utility increases the price paid by
          ------
Level  3 for power provided to any Colocation Space, Level 3 may pass-through to
Customer  such  price  increase  upon  prior  written  notice  to  Customer.

SECTION  11.   (3)  CONNECT(SM) MODEM  SERVICE
- ----------------------------------------------

11.1     APPLICABILITY.   This  Section  is  applicable  only  where  Customer
         --------------
orders  (3)Connect(SM)  Modem  Service  (either  "Dedicated Service," "Dedicated
Service  with  QuickStart,"  or  Transit  Service").

11.2     TYPES  OF SERVICE.    In the event Customer orders "Dedicated Service,"
         ------------------
end  user  traffic  will be routed through and aggregated in Level 3's facility,
sent  to  the  Customer Premises via a dedicated circuit, and then routed to its
final  destination  by  Customer.  In  the  event  that  Customer orders Transit
Services," end user traffic will be routed to Level 3's facility and then routed
to  its  final  destination  by  Level 3 via the Internet Dedicated Service with
"QuickStart"  will  initially  be provisioned to Customer in the same fashion as
Transit  Services,  until  such  time  as  Level 3 has provisioned the dedicated
circuit  to  send  end  user  traffic  from  Level  3's facility to the Customer
Premises.  QuickStart  will  then be migrated to standard Dedicated Service. For
Dedicated  Service, the (3)Connect(SM) Private Line Service necessary to support
Dedicated  Service  will  be  ordered, installed and managed by Level 3. Level 3
cannot  and  does  not  guarantee  the  availability  of  any  port  ordered for
installation  greater  than  ninety (90) days from the date of submission of the
Customer  Order.

SECTION  12.  (3) CROSSROADS(SM) SERVICE
- ----------------------------------------

12.1     APPLICABILITY.   This  Section is applicable only where Customer orders
         --------------
(3)CrossRoads(SM) Service (which  may  include  Service designated in a Customer
Order  as  "Internet  Access  Service").

12.2     CHARGES.  Customer  may  elect  to  be  billed  based  on a fixed rate,
         --------
"Destination Sensitive Billing", or a Committed Data Rate. The manner of billing
selected  will  be  set  forth  in  each  Customer  Order.

(A)     Fixed  rate  charges  or (3)CrossRoads(SM)  Services  consist of two (2)
components:  (a) a non-recurring installation charge per port; and (b) a monthly
recurring  port  charge.

(B)     Destination  Sensitive  Billing  charges  for (3)CrossRoads(SM) Services
consist  of  three  (3)  components: (a) a non-recurring installation charge per
port;  (b)  a  monthly  recurring  port  charge;  and (c) monthly usage charges.
Customer's  usage  of  (3)CrossRoads(SM)  Service (both Send Traffic and Receive
Traffic) will be measured and recorded by Level 3 every five minutes. At the end
of  the month, the top five percent (5%) of the Send Traffic and Receive Traffic
samples will be discarded. If the ninety-fifth (95th) percentile Receive Traffic
sample  shows  (3)CrossRoads3  usage  greater  than  the  usage  shown  in  the
ninety-fifth (95th) percentile Send Traffic sample, then Customer will be billed
for  the  amount  of  (3)CrossRoads(SM)  usage  shown in the ninety-fifth (95th)
percentile  sample  for  the  Receive  Traffic.  If  the  ninety-fifth


                                  Page 8 of 12
<PAGE>
(95th)  percentile  sample  for  the  Send Traffic shows (3)CrossRoads(SM) usage
greater  than  the  usage  shown  in  the ninety-fifth (95th) percentile Receive
Traffic  sample, then the total Send Traffic will be categorized as Off-Net Send
Traffic,  On-Net  Send  Traffic  and On-Net Intracity Send Traffic, and Customer
will  be billed for the usage shown in the ninety-fifth (95th) percentile sample
for  each  category.

(C)     Committed  Data Rate  charges  for (3)CrossRoads(SM) consist of four (4)
components:  (a)  a  non-recurring  installation  charge per port; (b) a monthly
recurring  port  charge;  (c)  a monthly recurring charge based on the Committed
Data  Rate;  and  (d)  monthly usage charges to the extent usage in a particular
month  exceeds  tie  Committed  Data Rate. Customer's usage of (3)CrossRoads(SM)
Service  (both  Send Traffic and Receive Traffic) will be sampled every five (5)
minutes  for  the  previous five (5) minute period. At the end of the month, the
top  five  percent  (5%)  of  Send  Traffic and Receive Traffic samples shall be
discarded.  The highest of the resulting ninety-fifth (95th) percentile for Send
Traffic  and Receive Traffic will be compared to the Committed Data Rate. If the
ninety-fifth  (95th)  percentile  of  either  Send Traffic or Receive Traffic is
higher  than the Committed Data Rate, Customer will, in addition to being billed
for  the  Committed  Data Rate, be billed at this ninety-fifth (95th) percentile
level  for  any usage in excess of the Committed Data Rate at the contracted-for
price  per  Megabit.

SECTION  13.  (3)VOICE(SM)  TERMINATION  SERVICE
- ------------------------------------------------

13.1     APPLICABILITY.  This  Section  is applicable only where Customer orders
         --------------
(3)Voice(SM)  Termination  Service  (which  may  include Service designated in a
Customer  Order  as  (3)Voice  Service).

13.2     SERVICE DESCRIPTION. (3)Voice(SM) Termination Service provides Customer
         -------------------
with  a  combined  transport  and termination rate for the purpose of delivering
Customer  voice  traffic from the Customer Premises to the PSTN (Public Switched
Telephone  Network).  (3)Voice(SM)  Termination Service allows Customer to bring
voice  traffic  to Level 3, selecting from a wide range of connectivity options,
in  a Level 3 supported format (North American SS7, and when Level 3 can support
the same, North American II.5ESS PRI). Traffic delivered by Customer in a format
not  supported  by Level 3 will be blocked and will not be delivered by Level 3.
Level  3  does  not  originate  any traffic pursuant to (3)Voice(SM) Termination
Services  and  will  not  accept  calls  seeking  operator services or directory
assistance. Other examples of types of calls that are origination in nature, and
thus  likewise not supported on the Level 3 network, include: 976, 911, 900,800,
and  700  calls

13.3     BILLING  AND  RATES.
         --------------------
(A)     Customer  will  be  billed  at  Level  3's  then  current (3)Voice(SM)
Termination  usage  rates,  billing  increments  and  call minimums, and Level 3
reserves  the  right  to  change  the  same  with  prior  notice  to  Customer.

(B)     For  Customer  voice  traffic  in  which Level 3 is unable to reasonably
determine  the  origin  of  such  traffic,  Level  3 will bill Customer for such
traffic  at  Level  3's  interstate  rates  in  proportion  to the percentage of
interstate  use  set  forth  in  the  Customer  Order ("PIU").   Customer hereby
certifies  that  the PIU is true and correct to the best of Customer's knowledge
and  has been determined in accordance with all applicable laws and regulations.
Customer  may  modify  the  PIU  from  time to time upon thirty (30) days' prior
written  notice  to  Level 3. Upon Level 3's written request, Customer agrees to
provide Level 3 with all reasonable information necessary to verify the accuracy
of  the  PIU  as  compared to voice traffic delivered by Customer to Level 3. If
Level  3  determines  that  the PIU is inaccurate, Level 3 reserves the right to
bill  Customer  at  the  appropriate  Level  3  rates  based  upon  Level  3's
determination  of  such  traffic as interstate or intrastate. Customer agrees to
indemnify,  defend  and  hold  Level  3 harmless for any claims by third parties
(including  local  access  charges  for  intrastate  traffic)  resulting from or
arising  out  of  Level  3's  use  of  an  inaccurate  PIU.

(C)     The  (3)Voice(SM)  Termination  usage  rates are net of any applicable
origination  charges  by  third  party  payphone  providers.  Customer  will  be
responsible  for (i) all such origination charges, and (ii) tracking any traffic
associated  with  such  origination charges in accordance with applicable law or
regulation.

SECTION  14.  (3)  VOICE(SM)  ORIGINATION  SERVICE
- ------------------------------------------------

14.1     APPLICABILITY.   This  Section is applicable only where Customer Orders
         --------------
(3)Voice(SM)  Origination  Service.

14.2     SERVICE  DESCRIPTION.
         ---------------------
(A)     (3)  Voice(SM)  Origination   Service   provides   inbound  PSTN  to  IP
termination  voice  services.    Customer  will  be  provided direct inward dial
(DID)  numbers) and a specified number of DS-0 ports   ("Ports") as set forth in
the  Customer  Order.  Customer  (or  its  end  users) may access the Service by
dialing  a Level 3 provided DID number, after which the voice traffic originated
by  Customer  (or its end users) will be aggregated  by Level 3 and will undergo
a  net  protocol  conversion  by  Level  3  to  an  IP  format

(B)     If   Customer   orders   "Basic   On-Net"   (3)Voice(SM)  Origination
Service,  Customer  must  order,  as  a  separate  Service,  the  Level  3
(3)CrossRoads(SM) Service to transport the media portion of the Customer traffic
to  a  Level  3 On-Net facility. If Customer orders "Basic Off-Net" (3)Voice(SM)
Origination  Service,  the  traffic  will initially be delivered the same way as
Basic  On-Net  Service,  but  Customer will obtain, at its own cost, an internet
connection  from a third party internet service provider that peers with Level 3
to  transport  the  traffic  from the Level 3 network to an Off-Net destination.
Level  3  shall  not  be  responsible  for  the  service of any such third party
providers. In all cases, the traffic will be delivered back to Customer in an IP
format,  after  which  the traffic shall be the sole responsibility of Customer.

(C)     Unless  otherwise  agreed, the (3)Voice(SM) Origination Services shall
only  be  ordered  and  delivered  to  Customer  in  the  United  States.

14.3     CHARGES. For use of (3)Voice(SM) Origination Service (and excluding the
         --------
charges  for  any  other  Service Customer must purchase from Level 3 to use the
same),  Customer  agrees to pay, on a monthly basis: (i) a port charge (the Tort
Charge")  for  each  Port  ordered;  and  (ii)  a DID charge for each DID number
provided  to  Customer by Level 3. A non-recurring order processing charge and a
port  installation  charge  will  also  apply  for each (3)Voice(SM) Origination
Service  ordered  by  Customer.  All such charges will be stated in the Customer
Order.

14.4     PORT  COMMITMENT.  Each  Customer  Order  for  (3)Voice(SM) Origination
         -----------------
Service  shall  state  a  number  of (3)Voice(SM) Origination Service Ports that
Customer  commits  to  buy  from Level 3 for the duration of stated Service Term
(the  "Port


                                  Page 9 of 12
<PAGE>
Commitment").  The Port Commitment will commence upon the expiration of the Ramp
Period  (if  any)  stated  in  the  Customer  Order.  In  any month following an
applicable  Ramp  Period  in  which  Customer  fails to meet its Port Commitment
Customer  will be billed for and will pay Level 3 for the Ports actually used by
Customer  during the month, plus a shortfall fee equal to the difference between
the Port Charges that would have been due had the Port Commitment been satisfied
and  Customer's  actual  Port  Charges.

SECTION  15.  SERVICE  LEVELS
- -----------------------------

15.1     GENERAL.   The Services are subject to the following Service Levels, as
         --------
applicable  to  the  particular Service as specified.  In the event Level 3 does
not achieve a particular Service Level in a particular month, Level 3 will issue
a  credit  to  Customer  as set forth below upon Customer's request To request a
credit,  Customer  must contact Level 3 Customer Service within thirty (30) days
of  the  end  of  the month for which a credit is requested.    Level 3 Customer
Service  may  be  contacted  by  calling toll free in the U.S. 1-877-4LEVEL3 (1-
877-453-8353).   In  no  event  shall  the  total  amount  of  credits issued to
Customer  per  month  exceed  the  non-recurring  charges  ("NRC")  and  monthly
recurring  charges  ("MRC")  for  the  affected  Service.

15.2     (3)LINK(SM)  PRIVATE  LINE  AND (3)LINK(SM) WAVELENGTHSERVICE LEVELS.
         ---------------------------------------------------------------------
The  following  service  levels are applicable where Customer orders (3)Link(SM)
Private  Line  Service  or  (3)Link(SM)  Wavelength  Service.
(A)  Installation  Service  Level.  (1)  Level  3  will  exercise  commercially
     -----------------------------
reasonable  efforts  to  install  any  (3)Link(SM)  Private  Line  Service  or
(3)Link(SM)  Wavelength  Service on or before the Customer Commit Date specified
for  the  particular Service. This installation Service Level shall not apply to
Customer  Orders  that  contain  incorrect  information  supplied  by  Customer,
Customer  Orders  that  are  altered  at Customer's request after submission and
acceptance  by  Level  3.  In  the event Level 3 does not meet this Installation
Service Level for a particular Service for reasons other than an Excused Outage,
Customer  will be entitled to a service credit off of the NRC and/or MRC for the
affected  Service  as  set  forth  in  the  following  tables:

<TABLE>
<CAPTION>
For  any  (3)Link(SM)  Private  Line  Service:


Installation Delay Beyond  Service Level Credit
  Customer Commit Date
- -------------------------  --------------------
<S>                        <C>
       1-5 business days   Amount of NRC
- -------------------------  --------------------
       6-20 business days  Amount of NRC plus
                           charges for one (1)
                           day of the MRC for
                           each day of delay
- -------------------------  --------------------
       21 + business days  Amount of NRC plus
                           one (1) months' MRC
- -------------------------  --------------------
</TABLE>

<TABLE>
<CAPTION>
For any (3)Link(SM) Wavelength Service:

Installation Delay Beyond  Service Level Credit
Customer Commit Date
- -------------------------  --------------------
<S>                        <C>
1-5 business days                 5% of the MRC
- -------------------------  --------------------
6 -20 business days              10% of the MRC
- -------------------------  --------------------
21 + business days               15% of the MRC
- -------------------------  --------------------
</TABLE>


(2)  The  Installation  Service  Level  and  associated  credits  set  forth  in
sub-Section  (1) above shall not apply to Off-Net Local Loop Service, including,
without  limitation,  (3)Link(SM)  Metropolitan  Private Line (Off-Net) Service,
provisioned  by  Level  3  through  a  third  party  carrier  for the benefit of
Customer.  Level  3  will pass-though to Customer any installation service level
and  associated  credit  (if  applicable) provided to Level 3 by the third party
carrier  for  such  Off-Net  Local  Loop  Service.

(B)  Availability  Service Level for Protected (3)Link(SM) Private Line Service.
     --------------------------------------------------------------------------
(1)  The  Availability  Service  Level  for  Protected (3) Link(SM) Private Line
Service  delivered  over  Level  3's network is 99.99% for Protected Terrestrial
(3)Link(SM)  Private  Line Service and 99.9% for Protected Submarine (3)Link(SM)
Private  Line  Service. In the event that any Protected (3)Link(SM) Private Line
Service becomes unavailable (as defined below) for reasons other than an Excused
Outage,  Customer  will  be  entitled to a service credit off of the MRC for the
affected  Service based on the cumulative unavailability of the affected Service
in a given calendar month as set forth in the following table.

<TABLE>
<CAPTION>
Cumulative                    Service Level Credit
Unavailability
- ----------------------------  --------------------
<S>                           <C>
0-5 minutes                   No Credit
- ----------------------------  --------------------
5:01   minutes   -  45               5% of the MRC
minutes
- ----------------------------
45:01   minutes   -  4 hours        10% of the MRC
- ----------------------------  --------------------
4:01 - 8 hours                      20% of the MRC
- ----------------------------  --------------------
8:01 -12 hours                      30% of the MRC
- ----------------------------  --------------------
12:01 - 16 hours                    40% of the MRC
- ----------------------------  --------------------
16:01 -24 hours                     50% of the MRC
- ----------------------------  --------------------
24:01 + hours                      100% of the MRC
- ----------------------------  --------------------
</TABLE>

For  purposes  of this Section 15.2, "unavailable" or "unavailability" means the
duration  of  a  break  in  transmission  measured  from  the  first  often (10)
consecutive  severely  erred  seconds ("SESs") on the affected Service until the
first  of  ten  (10)  consecutive  non-SESs. An SES is a second with a bit error
ratio  of  greater  than  or  equal  to  1  in  1000.

(2)     The Availability Service Levels and associated credits set forth in this
Section  15.2(B)  shall  not  apply  to  Off-Net  Local Loop Service, including,
without  limitation,  (3)Link(SM)  Metropolitan  Private Line (Off-Net) Service,
provisioned  by  Level  3  through  a  third  party  carrier  for the benefit of
Customer.  Level  3  will pass-though to Customer any availability service level
and  associated  credit  (if  applicable) provided to Level 3 by the third party
carrier  for  such  Off-Net  Local  Loop  Service.

(3)     Without  prejudice  to  Customer's  right to service credits pursuant to
subsection  (1) above, if the (3) Link(SM) Private Line Services are provided in
Germany,  then  the Availability Service Level for such (3)Link(SM) Metropolitan
Private Line (Off-Net) Service is 97.5% (based on an annual average) and (3)Link
Metropolitan Private Line (On-Net) Service is 99.9% (based on a calendar month).

(C)  Availability Service Level for Unprotected (3) Link(SM)Private Line Service
     ---------------------------------------------------------------------------
and  (3)  Llnk(SM)  Wavelength  Service.  (1)  Inthe  event that any Unprotected
- ---------------------------------------
(3)Link(SM)  Private  Line  Service  or  (3)Link(SM)  Wavelength Service becomes
unavailable  (as  defined  in  Section  15.2(B) above) for reasons other than an
Excused Outage, Customer will be entitled to a service credit off of the MRC for
the  affected  Service  based  on the cumulative unavailability for the affected
Service  in  a  given  calendar  month  as  set  forth  in  the following table:


                                  Page 10 of 12
<PAGE>
<TABLE>
<CAPTION>
Cumulative Unavailability  Service Level Credit
- -------------------------  --------------------
<S>                        <C>
0-24 hours                 No Credit
- -------------------------  --------------------
24:01 - 30 hours           2.5% of the MRC
- -------------------------  --------------------
30:01 -36 hours            5% of the MRC
- -------------------------  --------------------
36:01 - 42 hours           7.5% of the MRC
- -------------------------  --------------------
42:01 + hours              10% of the MRC
- -------------------------  --------------------
</TABLE>

(2)  The  Availability  Service  Levels and associated credits set forth in this
Section  15.2(C)  shall  not  apply  to  Off-Net  Local Loop Service, including,
without  limitation,  (3)Link(SM) Metropolitan Private Line (Off-Net) - Service,
provisioned  by  Level  3  through  a  third  party  carrier  for the benefit of
Customer.  Level  3  will pass-though to Customer any availability service level
and  associated  credit  (if  applicable) provided to Level 3 by the third party
carrier  for  such  Off-Net  Local  Loop  Service.

15.3 (3)CrossRoads(SM).  The  following  service  levels  are  applicable  where
     ----------------
Customer orders  (3)CrossRoads(SM)  Service.
(A)     Installation  Service  Level.      Level  3  will  exercise commercially
        -----------------------------
reasonable  efforts  to  install  any (3)CrossRoads(SM) Service on or before the
Customer  Commit  Date  specified  for the particular Service. This Installation
Service  Level  shall  not  apply  to  Customer  Orders  that  contain incorrect
information  supplied  by  Customer  or  Customer  Orders  that  are  altered at
Customer's  request  after  submission  and  acceptance by Level 3. In the event
Level  3  does not meet this Installation Service Level for a particular Service
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  equal to the charges for one (1) day of the MRC for the affected Service
for  each  day  of  delay,  up  to  a  monthly  maximum  credit often (10) days.

(B)     Availability  Service  Level. (1)  The Availability  Service  Level  for
        ----------------------------
(3)CrossRoads(SM)  Service is 100%.  The (3)CrossRoads(SM) Service is considered
unavailable  if  more than one (1) port is unable to send or receive traffic. In
the  event  that  the  (3)CrossRoads(SM) Service becomes unavailable for reasons
other  than an Excused Outage, Customer will be entitled to a service credit off
of  the  MRC  for the affected Service based on the cumulative unavailability of
the affected Service in a given day as set forth in the following table:

<TABLE>
<CAPTION>
Duration of Service Unavailability  Service Level Credit
- ----------------------------------  --------------------
<S>                                 <C>
0-15 minutes                        1 hour
- ----------------------------------  --------------------
15:01 minutes - 8 hours             3 hours
- ----------------------------------  --------------------
8:01 -12 hours                      12 hours
- ----------------------------------  --------------------
12:01 - 16 hours                    16 Hours
- ----------------------------------  --------------------
16:01 - 24 Hours                    1 day
- ----------------------------------  --------------------
</TABLE>


(2)  Without  prejudice  to  Customer's  right  to  service  credits pursuant to
subsection  (1)  above,  if  the  (3)  CrossRoads(SM)  Services  are provided in
Germany, then the Availability Service Level for such (3)CrossRoads(SM) Services
on  the Local Loop is 97.5% (based on annual average) and On-Net is 99.9% (based
on  calendar  month).

(C)  Delay  Service  Level.  The following Delay Service Level is measured as an
     ---------------------
average  one-way  delay over a calendar month for traffic on the Level 3 network
between  Gateways.  Delay measurements may be obtained from the Level 3 web site
at  www.Level3.com.  in the event of a delay in excess of the Service Levels set
forth  below for reasons other than an Excused Outage, Customer will be entitled
to  receive a service credit equal to the charges for one (1) day of the MRC for
the affected Service, up to a monthly maximum credit of one (1) day per calendar
month.

<TABLE>
<CAPTION>
Route                   Delay Service Level
- ----------------------  -------------------
<S>                     <C>
Intra-U.S.              40 ms
- ----------------------  -------------------
Intra-Europe            30 ms
- ----------------------  -------------------
London to New York, NY  40 ms
- ----------------------  -------------------
</TABLE>

(D)  Packet  Delivery  Service  Level.  The  Packet  Delivery  Service Level for
     --------------------------------
(3)CrossRoads(SM) Service is  99%  for  On-Net  traffic between Gateways. Packet

Delivery  is the average number of Internet Protocol (IP) packets of information
that  transit  the Level 3 network and are delivered by Level 3 to the intended.
On-Net  destination  in  a  calendar  month. Packet Delivery measurements may be
obtained  from the Level 3 web site at www.LeveI3.com. In the event Level 3 does
not  meet  the  Packet  Delivery Service Level for reasons other than an Excused
Outage  or  as  a  result  of  any  third  party  local  access circuit (whether
provisioned  by  Customer  or  Level  3), Customer will be entitled to receive a
service  credit equal to the charges for one (1) day of the MRC for the affected
Service,  up  to  a  monthly  maximum  credit of one (1) day per calendar month.
15.4  (3)Connect(SM)  Modem.  The  following service levels are applicable where
         -------------------
Customer  orders  (3)Connect(SM)  Modem  Service.

(A)     Installation  Service  Level.     Level  3  will  exercise  commercially
        ----------------------------
reasonable  efforts to install any (3)Connect(SM) Modem Service on or before the
Customer  Commit  Date  specified  for the particular Service. This Installation
Service  Level  shall  not  apply  to  Customer  Orders  that  contain incorrect
information  supplied  by  Customer  or  Customer  Orders  that  are  altered at
Customer's  request  after  submission  and  acceptance by Level 3. In the event
Level  3  does not meet this Installation Service Level for a particular Service
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  equal  to  fifty  percent  (50%)  of  the  Non-Recurring Charges for the
affected  Service.

B)     Call  Success  Rate  (CSR)  Service  Level.   The CSR Service  Level  for
       ------------------------------------------
(3)Connect(SM)  Modem  Service  is  90%*.  The  CSR  is measured by Level 3 as a
monthly  average across the Level 3 modem network calculated based on the number
of  IP  sessions established against the total sessions attempted. An IP session
is  established  when  the  modem  port  is  available  to  send,  receive  and
authenticate  traffic.  In the event Level 3 does not meet the CSR Service Level
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  off  of  the  MRC for the affected Service as set forth in the following
table:

<TABLE>
<CAPTION>
CSR           Credit
- ------------  ---------------
<S>           <C>
88 to 89.99%  2.5% of the MRC
- ------------  ---------------
85 to 87.99%  5% of the MRC
- ------------  ---------------
80 to 84.99%  7.5% of the MRC
- ------------  ---------------
< 79.99%      10% of the MRC
- ------------  ---------------
<FN>

*    The CSR Service Level does not apply to ISDN Service.
</TABLE>

(2)  Without  prejudice  to  Customer's  right  to  service  credits pursuant to
subsection (1) above, if the (3)CrossRoads(SM) Services are provided in Germany,
then  the  Availability Service Level for such (3)CrossRoads(SM) Services on the
Local Loop is 97.5% (based on an annual average) and On-Net is 99.9% (based on a
calendar  month).

15.5  (3)Center(SM) Colocation.   The  following service levels  are  applicable
       -----------------------
where Customer  orders  (3)Center(SM) Colocation.
(A)  Installation  Service  Level.  This  installation  Service Level applies to
     ----------------------------
cabinet  and  private  suite Colocation Space ordered in a Gateway. Level 3 will
exercise  commercially  reasonable efforts to install any Colocation Space on or
before  the  Customer  Commit  Date  specified  for  such Colocation Space. This
Installation  Service  Level  shall  not  apply  to


                                  Page 11 of 12
<PAGE>
Customer  Orders  which  contain  incorrect  information  supplied  by Customer,
Customer  Orders  which  are  altered at Customer's request after submission and
acceptance  by  Level  3,  or Customer Orders which require Level 3 to configure
Colocation  Space to specifications other than Level 3's standard specifications
for  Colocation  Space  (such  standard specifications are available to Customer
upon  request).  In  the  event  Level 3 does not meet this Installation Service
Level  for  a  particular  Colocation  Space  for  reasons other than an Excused
Outage,  Customer  will be entitled to a service credit equal to the charges for
one  (1) day of the MRC for the affected Colocation Space for each day of delay,
up  to  a  monthly  maximum  credit  of  four  (4)  days.

(B)     Power  Service  Level.  The  Availability  Service  Level  for  Level  3
        ----------------------
provided  power  to  the  Colocation  Space is 99.99%. In the event of any power
outage  for  reasons  other than Customer actions or omissions, Customer will be
entitled to receive a service credit equal to the charges for one (1) day of the
MRC  for  the  affected Colocation Space (with a maximum of a one (1) day credit
for  all  outages  in  any  twenty  four  (24)  hour  period).

(C)     Remote  Hands  Response  Time Service Level.   The Response Time Service
        --------------------------------------------
Level  for  Remote Hands is as set forth below. This Response Time Service Level
is  measured  from  the  time   Level   3   Customer  Service   receives   and
logs  Customer's  request  with  all  of the necessary information requested  by
Level  3  Customer  Service,  until a Level 3 technician first calls Customer in
response  to  the  request.  In  the  event  Level 3 does not meet the following
Response Time Service Level, Customer will be entitled to a service credit equal
to  the  charges  for  one  (1) day of the MRC for the affected Colocation Space
(with  a  maximum  of  a one (1) day credit for all instances of delay in a day,
with  a  total  monthly  maximum  credit  of  seven  (7)  days).

Service  Level
- --------------------------------------
Hours                 Response
of Operation          Time
- ----------------      ----------------
7 a.m. to 7 p.m.      30 minutes
(M-F)
- ----------------      ----------------
Off-hours,            2 hours
holidays &
weekends
- ----------------      ----------------

15.6  (3)  Center(SM)  Intra-Market Colocatiort Connection (lMCC). The following
service  levels are applicable where Customer orders (3) Center  IMCC Service.

(A)     Installation  Service  Level.     Level  3  will  exercise  commercially
reasonable  efforts  to  install any (3)Center(SM) IMCC Service on or before the
Customer  Commit  Date  specified  for the particular Service. This Installation
Service  Level  shall  not  apply  to  Customer  Orders  that  contain incorrect
information  supplied  by  Customer,  or  Customer  Orders  that  are altered at
Customer's  request  after  submission  and  acceptance by Level 3. In the event
Level  3  does not meet this Installation Service Level for a particular Service
for reasons other than an Excused Outage, Customer will be entitled to a service
credit  equal to the charges for one (1) day of the MRC for the affected Service
for  each  day  of  delay,  up  to  a  monthly  maximum credit of four (4) days.

(B)     Availability  Service  Level.   The  Availability  Service Level for (3)
Center(SM)  IMCC  Service  is  96.7%.  In the event the (3)Center   IMCC Service
becomes  unavailable  for reasons other than an Excused Outage, Customer will be
entitled  to  a  service credit off of the MRC for the affected Service based on
the  cumulative unavailability of the affected Service in a given calendar month
as  set  forth  in  the  following  table:

<TABLE>
<CAPTION>
Duration of Service  Level Credit
   Availability
- -------------------  --------------------
<S>                  <C>
0-24 hours           No Credit
- -------------------  --------------------
24:01 - 48 hours     10% of MRC
- -------------------  --------------------
48:01 -72 hours      20% of MRC
- -------------------  --------------------
72:01 + hours        30% of MRC
- -------------------  --------------------
</TABLE>

For  purposes  of  this  Availability  Service  Level,  (i)  "unavailable"  or
"unavailability"  means total interruption in the Service, and (ii) the duration
of any unavailability event will commence when Customer reports an outage to the
Level  3  Customer Service and Support Organization (1-877-4LEVEL3) and will end
when  the  Service  is  operative.


                                  Page 12 of 12
<PAGE>
                                                                    YP.net, Inc.
                                                                December 3, 2001


                                    ADDENDUM

This  Addendum (the  "Addendum") made as of the 03 day of Dec, 2001, ("Effective
                                                --        ---
Date")  modifies  the  Level  3  Communications  Terms  for Delivery of Service,
version  6-0.  as incorporated by Customer Orders for Usage Based (3)Connect(SM)
Modem Services submitted by YP.net, Inc. ('Customer") to Level 3 Communications,
LLC ("Level 3") (collectively the Terms). Capitalized terms used but not defined
herein  shall have the meanings set forth in (he Terms. The terms and conditions
contained  in  this Addendum modify the Terms In the following limited respects:

1.   A  NEW  SECTION  11.3  IS HEREBY ADDED TO PAGE 8 OF THE TERMS AS FOLLOWS:

     11.3 USAGE  BASED  (3)CONNECT(SM)  MODEM  SERVICE.
          --------------------------------------------

     (A)       Customer may submit Customer Orders to Laval 3 (for acceptance by
     Level  3) for Level 3 (3)Connect(SM) Managed Modem Service to be charged by
     Level  3  art a usage basis. The based (3)Connect(SM) Managed Modem Service
     ordered  by  Customer  pursuant  to  this Is herein called the "Usage-Based
     Service",  and the Usage-Based Service will be subject provisions set forth
     below.  This  Addendum  shall  not  affect any of Customer's (3)Connect(SM)
     Managed Modem Service existing as of the date of this Addendum (if any), or
     any  existing  commitments  of  Customer.

     (B)      For any Customer Orders for Usage-Based Service, there shall be no
     minimum  Revenue  Commitment  from  Customer  to  Level  3.

     (C)       Customer  will  be billed  and  agrees  to  pay  a  non-recurring
     installation charge of $5,000.00 which covers all existing markets (approx.
     50) in which Level 3 agrees to deliver Usage-Based Service to Customer (the
     "Existing  markets").  Market  is  defined  as  a  city  in  which  Level 3
     Usage-Based Service. Customer will also be billed in arrears by Level 3, on
     a  monthly  basis  for to actual usage or Level 3 Usage-Based Service on an
     hourly  basis  for  all  Managed  Modem  sessions  at the ending during the
     applicable  billing month. Customer will be billed for all Existing Markets
     rate  set  forth in the chart below (for all hours in the subject month) as
     such  rate  corresponds  is  with  Customer's  actual  usage  of  Level  3
     Usage-Based  Service:

          MONTHLY HOURS            PRICE PER HOUR
          -----------------------  ---------------
          MORE THAN 20,000,000     $         0.105
          5,000,001 TO 20,000,000  $         0.110
          0,000,001 TO 15,000,000  $         0.115
          500.001 TO 10,000,000    $         0.120
          3,000,001 TO 5,000,000   $         0.110
          3,000,000 OR LESS        $         0.160

     Based  on  the  foregoing  and  byway  of  example, If Customer were to use
     4,000,000  hours  of  Usage-Based  Service  in  a month, it would be billed
     $560,000,00  for  such  Service (4,000,000 hours multiplied by $.140 equals
     $560,000.00)

     The  foregoing  notwithstanding,  beginning  three (3) months following the
     Effective  Date  hereof, Customer shall be billed for and be liable for the
     payment  of,  the  greater  of 1) Customer's actual usage or 2) twenty-five
     thousand  ($25,000.00)  dollars  per  month.


<PAGE>
     (D)       The  applicable  hourly  rates for Customers actual usage and any
     applicable  non-recurring  installation  charges for any additional markets
     (the  "Incremental  Markets")  where  Level 3 agrees to provide Usage Based
     Service within any of those Incremental Markets will be determined by Level
     3  and  provided  to  Customer  prior  to Level 3's delivery of Usage-Based
     Service  to  Customer  in  those  Incremental  Markets.

     (E)       Managed Modem sessions will be measured starting with the User ID
     tier one authentication and ending when the user disconnects from Level 3's
     Network. Level 3 accounting records will be used to determine the length In
     time  of  each  subscriber call. At the end of each monthly billing period,
     the  accounting  records for said month will be summed to produce the total
     hours  of  Usage  Based  Service  in  a  month.

     (F)       Customer  will  not  have, nor shall it be entitled to any stated
     number  of  dedicated,  Level  3  Usage  Based  (3)Connect(SM) Modem ports.
     Customer  shall,  on an ongoing quarterly basis, Level 3 with a non-binding
     forecast  (covering  the period, which commences thirty (30) days after and
     ends one-hundred twenty (120) days after its submission to Level 3) Getting
     forth  Customer's estimated forecasted usage of Level 3 Usage Based Service
     on  a  Rate  Center by Rate Center (as defined below) basis (which forecast
     shall  include  Customer's  forecasted  traffic patterns). "Rate Center" as
     used  herein shall mean: the specific geographic point (associated with one
     or  more  specific  NPA-NXX  codas and various Wire Centers) being used for
     billing  and  measuring  Service.  For example, a Rate Center will normally
     include  several  Wire  Centers  within its geographic area, with each Wire
     Center  being defined as having one or more NPA-NXXs. The forecast shall be
     clearly  marked  as  such and shall be delivered via electronic mail to the
     following  individual(s): Jason.Hemmi@level3.com and Jay.Slater@level3.com.
                               ----------------------     ---------------------
     Level 3 shall, within ten (10) business days after receipt of the forecast,
     inform  Customer of any forecasted Usage Based Service Level 3 believes (in
     good  faith)  will not be available for delivery at the locations specified
     within  the  quarter as requested by Customer.  Customer's Initial forecast
     shall  be  submitted  within  fifteen (15) days after its execution of this
     Addendum.

     (G)       The Service Level Agreement for the (3)Connect(SM) Modem  Service
     (as  set forth 11 of the Terms) shall not apply to the Usage-Based Service.


     CUSTOMER  ACCEPTANCE                    LEVEL  3  ACCEPTANCE

     By:  /s/ Don M. Reese                   By:  /s/ Todd C. Coleman
        --------------------------              --------------------------

     Name:  Don M. Reese                     Name:  Todd C. Coleman
          --------------------------              --------------------------

     Its:  Consultant, DOO                   Its:   Vice President
         --------------------------              --------------------------

     Date: 12-03-01                          Date:  December 4, 2001
          --------------------------              --------------------------


<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>16
<FILENAME>doc18.txt
<DESCRIPTION>INTELLIGENX, INC. DBA I411.COM
<TEXT>

                                                                   Exhibit 10.30

                                    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.


                                       By:  /s/  Daniel Madero
                                          ---------------------------------
                                            Name:  Daniel Madero
                                            Title: Director of Operations

                                       INTELLIGENX, INC.

                                       By:  /s/  Azim Tejani
                                          ---------------------------------
                                            Name:  Azim Tejani
                                            Title: Chief Operating Officer



                          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-10.31
<SEQUENCE>17
<FILENAME>doc23.txt
<DESCRIPTION>FORBEARANCE LETTER
<TEXT>

                                                                   Exhibit 10.31

FIN0VA
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."


     /s/ DM                                            /s/ AT
- --------------------                              ---------------------
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: /s/ Daniel Madero
    ---------------------------------------
Name: Daniel Madero

Title: Director of Operations/Secretary/Treasurer

FINOVA  CAPITAL  CORPORATION


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

By: /s/ A. M. Ghole
    ---------------------------------------
Name:   A. M. Ghole

Title: Vice President


<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: /s/ Angelo Tullo
    ---------------------------------------
Name: Angelo Tullo

Title: Chairman


<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>18
<FILENAME>doc19.txt
<DESCRIPTION>S.G. MARTIN SECURITIES
<TEXT>

                                                                   Exhibit 10.32

                           SE G. MARTIN SECURITIES LLC


                                  March 9, 2001


Mr.  Angelo  Tulle
Chairman
YP.NET,  INC.
4840  East  Jasmine  Street,  Suite  105
Mesa,  Arizona  85205

Dear  Mr.  Tullo:


This  will confirm the arrangements, terms and conditions pursuant to which S.G.
Martin  Securities  LLC  ("Advisor") has been retained to serve as an investment
banker  to  YP.NET,  INC. (the "Company") for a one (l}year period commencing on
the  date hereof, subject to the termination provisions set forth in Paragraph 2
hereof.  For good and valuable consideration, the sufficiency of which is hereby
acknowledged,  the  undersigned  hereby  agree  to  the  following  terms  and
conditions:

     1.   Duties  of  Advisor.  Advisor  shall, as more fully set forth below in
          -------------------
          this  Paragraph  1,  assist the Company in formulating, initiating and
          implementing  the  Company's  strategic business and capital formation
          plans  and programs. Without limiting the generality of the foregoing,
          Advisor  agrees  to:

          (a)  undertake,  in  conjunction  with  the Company, an evaluation and
               analysis  of  the  business  operations; strategic business plan;
               corporate,  capital  and  shareholder structures; management (and
               together  with  the  Company's Board of Directors, "Management");
               financial  condition;  prospects; and capital requirements of the
               Company;

          (b)  assist the Company in its presentation to the brokerage community
               and the introduction to security firms and brokers other than S.C
               Martin;

          (c)  assist  in  preparation  and  filing  of  Form  15C2-ll;

          (d)  develop  the  capital formation strategy and program necessary to
               fund  and facilitate the Company's strategic plan and, assist the
               Company  in  effectuating  the  specific  financing,  business
               combination,  or  series  of  transactions  (Individually  the
               "Transaction" and together the "Transactions")determined pursuant
               to  discussions  between  the  Company  and  Advisor;  and

          (e)  be  available on request, on appropriate notice, to meet with the
               Company's  Management  and/or  Board  of Directors to discuss, as
               appropriate,  the  Company's  strategic  plan  and a Transaction.

1025  OLD COUNTRY ROAD, SUITE 302N WESTBURY, NY 11590  TEL. (800) 563-0090  TEL.
(516)  869-090O  FAX  (516)  869-1244


                                       14
<PAGE>
     The  services  described  in Paragraph 1 may be rendered by Advisor without
any  direct supervision by the Company and at such time and place in such manner
(whether  by  conference,  telephone,  letter  or  otherwise)  as  Advisor  may
reasonably  determine.

     2.   Term.  The  term of Advisor's engagement hereunder shall extend for up
          ----
          to  twelve  (12)  months  commencing  on the date hereof (the "Term"),
          however;  can  be  terminated  by  either  party  upon 60 days written
          notice.

     3.   Compensation  and Expense Reimbursement.
          ---------------------------------------

               (a)  A non-refundable retainer of $12,500.00 and 25,000 shares of
               common  stock  payable  and  issued  to S.G. Martin Securities no
               later  than  10  days  after  the  execution  of  this Agreement;

               (b)  $5,000.00  per  month  due  on  the  first  of  each  month,
               commencing  from  the  1st month proceeding the execution of this
               Agreement and continuing monthly thereafter, for the term of this
               Agreement  with the final 2~ month's payments to be deducted from
               the  retainer;

               (c)  A  warrant,  to  vest  quarterly  during  the  term  of this
               Agreement,  to  purchase  50,000  shares  of  common stock of the
               Company  at  an  exercise price of $0.50 per share. (All warrants
               issued  to  S.G.  Martin Securities pursuant to the terms of this
               Agreement shall be exercisable for a period of five (5) years and
               have  demand  and piggy-back registration rights). As approved by
               the  Board;  and

               (d)  Advisor  shall  be  promptly  reimbursed  for all reasonable
               out-of-pocket expenses incurred in connection with its engagement
               hereunder  not  to  exceed  $500.00  without  prior  approval.

     4.   No  Agency Authority. The Advisor shall have and shall not hold itself
          --------------------
          out  as having any authority to act as agent for the Company or bid it
          in  any  way.


     5.   Company's  Responsibilities,  Representations  and  Warranties.
          ----------------------------------------------------------------

          In connection with S.G. Martin Securities engagement, the Company will
          furnish  S.G.  Martin  Securities  with any information concerning the
          Company  that  S.C  Martin Securities reasonable deems appropriate and
          will  provide  S.G.  Martin  Securities  with  access to the Company's
          officers,  directors,  accountants,  counsel  and  other advisors. The
          Company  represents  and  warrants  to S.G. Martin Securities that all
          such information concerning the Company, does not and will not contain
          any  untrue  statement  of a material fact or omit to state a material
          fact  necessary in order to make the statements therein not misleading
          in  light  of  the circumstances under which such statements are made.
          The Company represents and warrants to S.G. Martin Securities that any
          financial  projections or forecasts provided to S.G. Martin Securities
          are  "forward  looking statements" as that term is used in Section 21E
          of  the  Securities  Exchange Commission Act of 1934 and represent the
          best currently available estimates by the management of the Company of
          the  future financial performance by the Company (or its business) and
          are  based  upon  reasonable assumptions. The Company acknowledges and
          agrees that S.G. Martin Securities will be using and relying upon such
          information  supplied  by  the  Company  and  its officers, agents and
          others  and  upon  any other publicly available information concerning
          the  Company  without  any  independent  investigation or verification
          thereof  or  independent  appraisal  by  S.G. Martin Securities of the
          Company  or  its  business  or  assets;  and

     6.   Available  Time.  Advisor shall make available such time as it, in its
          ---------------
          reasonable  discretion,  shall deem appropriate for the performance of
          its  obligations  under  this  Agreement.

     7.   Relationship.  Nothing  herein shall constitute Advisor as an employee
          ------------
          or agent of the Company, except to such extent as might hereinafter be
          agreed  upon  in  writing  for  a  particular purpose. Except as might
          hereinafter  be expressly agreed, Advisor shall not have the authority
          to  obligate  or  commit  the  Company  in  any  manner  whatsoever.

     8.   Confidentiality  Relating  to  this Agreement. Neither the Company nor
          ---------------------------------------------
          Advisor  shall  disclose  (except  to  its  partners,  accountants and
          attorneys),  without  specific  consent  from  the  other  party,  any
          information  relating  to  this  Agreement  or  any  Transactions
          contemplated  hereby,  including  without limitation, the existence of
          this  Agreement.


                                       15
<PAGE>
     9.   Assignment. This agreement shall not be assignable by any party except
          ---------
          to  successors  to  all or substantially all of the business of either
          party  for  any reason whatsoever without the prior written consent of
          the other party, which consent may not be unreasonably withheld by the
          party  whose  consent  Is  required.

     10.  Amendment.  This  Agreement  may  not be amended or modified except in
          ---------
          writing  signed  by  both  parties.

     11.  Governing  Law.  This  Agreement shall be deemed to have been made and
          -------------
          delivered  in  New  York  City,  and  both  this  agreement  and  the
          transactions  contemplated  hereby  shall  be governed as to validity,
          interpretation, construction, effect, and in all other respects by the
          internal  laws  of  the  State  of  New  York.

Advisor is delighted to accept this engagement and looks forward to working with
you  on this assignment.  Please confirm that the foregoing correctly sets forth
our  agreement  by  signing  this enclosed duplicate of this letter in the space
provided  and  returning  it,  whereupon  this letter shall constitute a binding
agreement  as  of  the  date  first  above  written.



                                  Very  truly  yours,

                                  S.G.  MARTIN  SECURITIES  LLC


                                  By:  /s/  Stephen J. Drescher
                                     ----------------------------------
                                       Stephen  J.  Drescher
                                       Director  of  Corporate  Finance



AGREED  AND  ACCEPTED  AS  OF
THE  DATE  FIRST  ABOVE  WRITTEN:

YP.NET,  INC.


By:  /s/  Angelo Tullo
- ----------------------------------
   Angelo  Tullo  Chairman


                                       16
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>19
<FILENAME>doc20.txt
<DESCRIPTION>BUILDING AND RELATED SERVICES AGREEMENT
<TEXT>

<TABLE>
<CAPTION>
                                                                   Exhibit 10.33

                     BILLING AND RELATED SERVICES AGREEMENT

                                     between

                            ACI COMMUNICATIONS, INC.

                                       and

                                  YP.NET, INC.

                            ACI Communications, Inc.
                               9255 Corbin Avenue
                          Northridge, California 91324
TABLE  OF  CONTENTS

<S>                                                                  <C>
  ARTICLE 1. AGREEMENT AND TERM . . . . . . . . . . . . . . . . . .        1
  SECTION 1.01 AGREEMENT. . . . . . . . . . . . . . . . . . . . . .        1
  SECTION 1. 02 TERM AND RENEWAL. . . . . . . . . . . . . . . . . .        1
  ARTICLE 11. DEFINITIONS . . . . . . . . . . . . . . . . . . . . .        2
  SECTION 2.01 DEFINITIONS. . . . . . . . . . . . . . . . . . . . .        2
  ARTICLE 111. ACI'S OBLIGATIONS. . . . . . . . . . . . . . . . . .        5
  SECTION 3.01 BILLING SERVICES . . . . . . . . . . . . . . . . . .        5
  SECTION 3.02 SAFEGUARDING AND RETENTION OF CUSTOMER DATA. . . . .        5

  ARTICLE IV. PAYMENTS TO ACI . . . . . . . . . . . . . . . . . . .        5
  SECTION 4.01 COMPENSATION To ACI. . . . . . . . . . . . . . . . .        5
  SECTION 4.02 OTHER EXPENSES . . . . . . . . . . . . . . . . . . .        6
  SECTION 4.03 COST OF LIVING ADJUSTMENT. . . . . . . . . . . . . .        6
  SECTION 4.04 REIMBURSEMENT OF EXPENSES. . . . . . . . . . . . . .        6

  SECTION 4.05 PASS-THROUGH OF CERTAIN TAXES. . . . . . . . . . . .        6
  SECTION 4.06 INVOICE AND TIME OF PAYMENT. . . . . . . . . . . . .        6
  ARTICLE V. CUSTOMER OBLIGATIONS . . . . . . . . . . . . . . . . .        7
  SECTION 5.01 BILLING OBLIGATIONS. . . . . . . . . . . . . . . . .        7
  SECTION 5.02 VALIDATION OBLIGATIONS . . . . . . . . . . . . . . .        7
  SECTION 5.03 INSPECTION OF REPORTS AND REMITTANCES. . . . . . . .        7
  SECTION 5.04 COMPLIANCE WITH LAW AND B&C PROCESSOR POLICIES . . .        7
  SECTION 5.05 DATA TRANSMISSION FEES . . . . . . . . . . . . . . .        8
  SECTION 5.06 CUSTOMER REPRESENTATIVE. . . . . . . . . . . . . . .        8
  SECTION 5.07 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . .        8
  SECTION 5.08 PRIORITIES AND COOPERATION . . . . . . . . . . . . .        9
  ARTICLE VI. PROPRIETARY RIGHTS, SOFTWARE, AND DATA. . . . . . . .        9
  SECTION 6.01 ACI SOFTWARE . . . . . . . . . . . . . . . . . . . .        9
  SECTION 6.02 MAINTENANCE AND SECURITY OF CUSTOMER DATA. . . . . .        9
  SECTION 6.03 CONFIDENTIALITY. . . . . . . . . . . . . . . . . . .       10


                                       i
<PAGE>
  ARTICLE VII. CLAIM REVIEW AND ARBITRATION . . . . . . . . . . . .       10
  SECTION 7.01 CLAIM REVIEW . . . . . . . . . . . . . . . . . . . .       10
  SECTION 7.02 ARBITRATION. . . . . . . . . . . . . . . . . . . . .       11
  SECTION 7.03 EXCLUSIVE REMEDY . . . . . . . . . . . . . . . . . .       11
  SECTION 7.04 TAX DISPUTES . . . . . . . . . . . . . . . . . . . .       11
  ARTICLE VIII. TERMINATION                                               12
  SECTION 8.01 TERMINATION FOR CAUSE. . . . . . . . . . . . . . . .       12
  SECTION 8.02 SPECIAL TERMINATION RIGHTS . . . . . . . . . . . . .       12
  SECTION 8.03 TERMINATION FOR BANKRUPTCY AND RELATED EVENTS. . . .       12
  SECTION 8.04 TERMINATION FOR CERTAIN FORCE MAJEURE EVENTS . . . .       13
  SECTION 8.05 TERMINATION FOR REGULATORY EVENT AND/OR LEC POLICIES       13
  SECTION 8.06 RIGHTS UPON TERMINATION. . . . . . . . . . . . . . .       13
  SECTION 8.07 SUSPENSION OF SERVICE. . . . . . . . . . . . . . . .       13
  ARTICLE IX. INDEMNITIES AND LIABILITY . . . . . . . . . . . . . .       14
  SECTION 9.01 INDEMNITIES. . . . . . . . . . . . . . . . . . . . .       14
  SECTION 9.02 INDEMNITY PROCEDURES . . . . . . . . . . . . . . . .       14
  SECTION 9.03 LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES       14
  SECTION 9.04 ACKNOWLEDGMENT . . . . . . . . . . . . . . . . . . .       15
  ARTICLE X. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . .       15
  SECTION 10.01 FORCE MAJEURE . . . . . . . . . . . . . . . . . . .       15
  SECTION 10.02 COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . .       15
  SECTION 10.03 MEDIA RELEASES. . . . . . . . . . . . . . . . . . .       15
  SECTION 10.04 NOTICES . . . . . . . . . . . . . . . . . . . . . .       16
  SECTION 10.05 RIGHTS OF ACI TO PROVIDE SERVICES TO OTHERS . . . .       16
  SECTION 10.06 RELATIONSHIP OF PARTIES . . . . . . . . . . . . . .       16
  SECTION 10.07 AUTHORIZATION . . . . . . . . . . . . . . . . . . .       16
  SECTION 10.08 SEVERABILITY. . . . . . . . . . . . . . . . . . . .       17
  SECTION 10.09 WAIVERS . . . . . . . . . . . . . . . . . . . . . .       17
  SECTION 10. 10 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . .       17
  SECTION 10. 11 ASSIGNMENT . . . . . . . . . . . . . . . . . . . .       17
  SECTION 10. 12 No THIRD PARTY BENEFICIARY . . . . . . . . . . . .       18
  SECTION 10. 13 GOVERNING LAWNENUEJURISDICTION . . . . . . . . . .       18
  SECTION 10. 14 CONSTRUCTION . . . . . . . . . . . . . . . . . . .       18
  SECTION 10. 15 COUNTERPARTS . . . . . . . . . . . . . . . . . . .       18


                                       ii
<PAGE>
SCHEDULES:

  SCHEDULE 2.01 ACCEPTABLE CALL TYPES . . . . . . . . . . . . . . .       19
  SCHEDULE 3.01 BILLING SERVICES. . . . . . . . . . . . . . . . . .       20
  SCHEDULE 3.02 BILLING RELATED SERVICES. . . . . . . . . . . . . .       30
  SCHEDULE 3.03 ADDITIONAL SERVICES . . . . . . . . . . . . . . . .       32
  SCHEDULE 3.04 SAFEGUARDING AND RETENTION OF CUSTOMER DATA . . . .       33
  SCHEDULE 4.01 TERM AND COMPENSATION To ACI. . . . . . . . . . . .       34
  SCHEDULE5.01 CUSTOMER BILLING OBLIGATIONS . . . . . . . . . . . .       37
  SCHEDULE 5.07 REPRESENTATIONS AND WARRANTIES. . . . . . . . . . .       39
</TABLE>


                                       iii
<PAGE>
                     BILLING AND RELATED SERVICES AGREEMENT

     This  Billing and Related Services Agreement (the "Agreement"), dated as of
September 1, 2001 (the "Effective Date"), is between ACI Communications, Inc., a
Delaware  corporation  ("Aff'),  and  YP.Net,  Inc.,  a  Nevada  corporation
("Customer").

RECITALS:

WHEREAS,  ACI  is  a  party  to  various  B&C  Contracts  (as  defined  below);

     WHEREAS,  Customer provides various telecommunications services directly or
indirectly  to  End  Users  (as  defined  below)  and desires to utilize the B&C
Contracts  to  bill  End Users for certain of such services provided by Customer
and  such  other  services  as  may  be  offered  by  ACI;  and

     WHEREAS,  ACI  desires  to  assist  Customer,  through  the  use of its B&C
Contracts  and  other  information technology capabilities, in billing End Users
and  providing  other services, all upon the terms and subject to the conditions
set  forth  in  this  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing, and other good and
valuable  consideration,  the  receipt  and  adequacy  of  which  are  hereby
acknowledged,  the  parties  agree  as  follows:



                          ARTICLE 1. AGREEMENT AND TERM

Section  1.01     Agreement
During  the  Term (as defined below), ACI will provide to Customer, and Customer
will  purchase  from  ACI,  the  Services, all upon the terms and subject to the
conditions  set  forth  in  this  Agreement.

Section  1.02  Term  and  Renewal

(a)  The  term  of  this  Agreement shall be for thirty-six (36) calendar months
commencing  on  the  first  day  a  Message  is forwarded to ACI by Customer for
Services  (the  "Services  Commencement  Date")  (the "Terrrf'). On or after the
Effective  Date,  Customer  will  subrnit  its  Messages  (as defined below) and
related  data  to ACI for Services under this Agreement and ACI will, during the
Term,  be the provider of such Services to Customer. The last day of the Term as
so  determined  will  be referred to as the expiration date ("Expiration Date").

(b)  Notwithstanding  the  provisions  of  Section  1.02(a),  the  Term  will
automatically  be  extended for successive one-year periods after the Expiration
Date  unless  either of the parties notifies the other party in writing at least
ninety  (90)  days  prior  to  the Expiration Date, or at least ninety (90) days
prior to the end of any such one-year extension period, as the case may be, that
the  Term  will  not  be  so  extended.


                                        1
<PAGE>
                             ARTICLE 11. DEFINITIONS

Section  2.01  Definitions

As  used in this Agreement (including the Schedules attached to this Agreement),
the  terms  set forth below will have the following respective meanings and will
be  equally  applicable  to  both  the  singular  and  plural forms of the terms
defined:

"ACI"  has  the  meaning  set  forth  in  the  preamble  of  this  Agreement.

"ACI  Software"  means any Software that is owned by ACI (and not proprietary to
any other party), including but not limited to the ProAct software, and operated
by  ACI in connection with the providing of Services pursuant to Section 6.01 of
this  Agreement.

"Additional  Services"  has  the  meaning  set  forth  in  Section.3.01.

"Agreement"  has  the  meaning  set  forth  in  the  preamble  hereof.

"Approved  Message Format" has the meaning set forth in Section l(c) of Schedule
3.01.

"B&C  Contract" means any contract or agreement to which ACI is a party relating
to  billing  and  collection  services.

"B&C  Processor" means a LEC (as defined below) or other entities with which ACI
has  a  B&C  Contract.

"B&C  Processor-Calculated  Taxes"  has the meaning set forth in Section 3(a) of
Schedule  3.01.

"B&C  Processor  Fees"  means  any  fee  charged  by  a  B&C  Processor.

"B&C  Processor  Policies"  means those current and revised policies required by
the  B&C  Processors  on  ACI  and  required  of  ACI's  customers.

"Base  Index"  has  the  meaning  set  forth  in  Section  4.03.

"Billable Messages" means those Messages that: (i) consist of telephone calls to
be  billed to telephone numbers having NPA area code numbers and NXX code prefix
numbers  that  (a) are listed on ACI's then current On-Net File and (b) have not
been  rejected  by  ACI  and (c) are in an acceptable calltype, as identified in
Schedule  2.01  hereto; or (ii) any other service(s) provided to End Users which
are billed to an End User by the B&C Processors and which have been approved for
billing  by the applicable B&C Processor and ACI. Notwithstanding the foregoing,
Messages  that  do  not  otherwise  meet the tenns of this Agreement will not be
accepted  by  ACI  for  billing.

"Billing  Services"  has  the  meaning  set  forth  in  Section  3.01.

"Billing  Services  Charges"  has  the  meaning  set  forth  in  Section  4.01.

"Billing-Related  Services"  has  the  meaning  set  forth  in  Section  3.01.

"Billing-Related  Services  Charges"  has the meaning set forth in Section 4.01.


                                        2
<PAGE>
"Business  Day"  means  any day except a Saturday, Sunday, or other day on which
national  banking  associations  in  Los  Angeles,  California are authorized or
required  by  law  to  close.

"Certifications"  has  the  meaning  set  forth  in  Section  5.04.

"Complaint  Processing  Services"  has  the  meaning  set  forth in Section 2 of
Schedule  3.02.

"Confidential  Information"  has  the  meaning  set  forth  in  Section  6.03.

"CPI"  has  the  meaning  set  forth  in  Section  4.03.

"Current  Index"  has  the  meaning  set  forth  in  Section  4.03.

"Customer-Calculated  Taxes"  has  the  meaning  set  forth  in  Section 2(a) of
Schedule  5.01.

"Customer  Data"  means  the  data  specific to the business, customers, and End
Users  of  Customer with respect to which Services are to be provided under this
Agreement.

"Customer  Representative"  has  the  meaning  set  forth  in  Section  5.06.

"Data  Files"  has  the  meaning  set  forth  in  Section l(e) of Schedule 3.01.

"Deduction"  has  the  meaning  set  forth  in  Section  2(f)  of Schedule 3.0l

"Disbursements"  has  the  meaning  set  forth in Section 2(b) of Schedule 3.01.

"Effective  Date"  has  the meaning set forth in the preamble of this agreement.

"End  User" means the ultimate customer of the telephone or information services
provided  by  Customer.

"Equipment"  has  the meaning set forth in Section 4 of Attachment I to Schedule
3.0  1

"Expiration  Date"  has  the  meaning  set  forth  in  Section  1.02(a).

"FCC"  means  the  Federal  Communications  Commission.

"Foreign  Intrastate  Taxes"  means  all  local  and  state  intrastate  levies,
surcharges,  taxes,  or  tax-like  charges  applicable  to  each  Message  that
originates  and  terminates  within  the same state and that is billed to an End
User  residing  in  any  other  state.

"Governmental  Authority"  means  any  nation  or government, any state or other
political  subdivision  thereof  and  any entity exercising executive, judicial,
regulatory,  or  administrative  functions  of  or  pertaining  to  government
(including,  without  limitation,  the  FCC  and  any  PUC  (as defined below)).

"Inquiry  Services"  has  the  meaning  set forth in Section I of Schedule 3.02.


                                        3
<PAGE>
"Late  Payment Rate" means an annual rate of interest equal to the lesser of (a)
4% per annum more than the prime rate established from time to time by Citibank,
N.A.,  New  York,  New  York,  or  (b)  the  maximum rate of interest allowed by
applicable  law.

"Laws"  has  the  meaning  set  forth  in  Section  5.04.

"LEC"  means  any Bell Operating Company, independent local exchange company, or
provider  of  local telephone services that is a party to a B&C Contract through
which  ACI  is  able  to  provide  Billing  Services.

"License"  means the license granted during the Term by ACI to Customer pursuant
to  Section  I  of  Attachment  2  to  Schedule  3.01.

"Licensed  Program"  means  the  ProAct  program  licensed  to  Customer by ACI.

"Message"  means  a call record for direct dialed calls, operator-assisted third
party  calls,  collect  calls,  telephone  calling  card calls, person-to-person
calls,  and  such  other  legally  permitted telephone calls and services as the
parties  may mutually agree, each of which was originated by an End User through
Customer.

"Minimum  Message Requirement" means the obligation of Customer to submit to ACI
for  billing at least the number of Billable Messages each month during the Term
specified  in  Section  l(b)  of  Schedule  4.01.

"On-Net  File"  means the listing from time to time of (a) NPA area code numbers
and  NXX  prefix  numbers and (b) Special Calling Card Numbers applicable to the
LECs.

"Person"  means  any  individual,  corporation,  partnership,  joint  venture,
association,  trust,  or  any  other  entity  or  organization  of  any  kind or
character,  including  a  Governmental  Authority.

"PUC" means the public utility commission, public service commission, or similar
commission  or  agency of any state exercising authority over telecommunications
services.

"Refund"  has  the  meaning  set  forth  in  Section  2(f)  of  Schedule  3.01.

"Rejected  Messages" has the meaning set forth in Section l(d) of Schedule 3.01.

"Remittances"  has  the  meaning  set  forth  in  Section 2(a) of Schedule 3.01.

"Reserve"  means the reserve for bad debts established by ACI upon expiration or
termination  of  this  Agreement  pursuant  to  Section  2(c)  of Schedule 3.01.

"Reserve  Event"  has  the  meaning  set forth in Section 2(c) of Schedule 3.01.

"Returned  Messages" has the meaning set forth in Section l(f) of Schedule 3.01.

"Services"  means the services to be provided by ACI pursuant to this Agreement,
consisting  of  the  Billing  Services,  the  Billing-Related  Services, and the
Additional  Services.


                                        4
<PAGE>
"Services  Commencement  Date"  has  the  meaning  set forth in Section 1.02(a).

"Software"  means: (a) computer programs, including without limitation software,
application  programs,  operating  systems, files, and utilities; (b) supporting
documentation for such computer programs, including without limitation input and
output  formats,  program  listings,  narrative  descriptions,  and  operating
instructions;  and  (c)  the  tangible  media  upon  which  such  programs  and
documentation  are  recorded, including without limitation hard copy, tapes, and
disks.


                                        5
<PAGE>
"Special  Calling Card Numbers" means non-line number-based calling card numbers
applicable  to  the  LECs  from  time  to  time.

"Special  Service Message" has the meaning set forth in Section 1(h) of Schedule
3.01.

"Sub-CIC"  has  the  meaning  set  forth  in  Section  l(g)  of  Schedule  3.01.

"System"  has  the  meaning  set  forth  in  Section  4(a)  of  Schedule  3.01.

"Taxes"  means any taxes, however designed or levied, based upon amounts payable
to ACI pursuant to this Agreement, including state, local and federal taxes, and
any  taxes  or  amounts in lieu thereof paid or payable by ACI in respect of the
foregoing, exclusive, however, of franchise taxes, taxes based on the net income
of  ACI  and  taxes  on  any  property  owned  or  leased  by  ACL

"Tax  Returns"  means  returns,  declarations,  reports,  claims for refund, and
informational  returns  or statements relating to Taxes, including any schedules
or  attachments  thereto.

"Terin'  'has  the  meaning  set  forth  in  Section  1.02(a).

"True-Up  Reconciliation"  has the meaning set forth in Section 2(f) of Schedule
3.01.

"True-Up  Reserve"  has  the meaning set forth in Section 2(c) of Schedule 3.01.


                         ARTICLE 111. ACI'S OBLIGATIONS

Section  3.01     Billing  Services

With  respect  to  the  Billable  Messages  Customer  delivers to ACI, ACI, as a
limited  agent  for  Customer,  agrees  to  provide  the  billing and collection
services  described  in  Schedule  3.01  (the  "Billing  Services")  to Customer
pursuant  to  this  Agreement. ACI may provide the billing inquiry and complaint
processing  services described in Schedule 3.02 (the "Billing-Related Services")
and  any  other  services  mutually  agreed  upon  in writing becoming a part of
Schedule 3.03 ("Additional Services"). Customer acknowledges and agrees that ACI
is  not  deemed  a  fiduciary,  trustee,  employee,  or  joint  venturer  in its
performance  of  this  Agreement.

Section  3.02     Safe2uarding  and  Retention  of  Customer  Data

ACI will maintain safeguards against the destruction, loss, or alteration of the
Customer  Data  in  the  possession  of  ACL


                                        6
<PAGE>
                           ARTICLE IV. PAYMENTS TO ACI

Section  4.01     Compensation  to  ACT

In  consideration  for  the  Services,  Customer  shall  pay  to ACI the Billing
Services  Charges described in Section I of Schedule 4.01 (the "Billing Services
Charges"),  charges  for  any  Billing-Related  Services provided to Customer as
described  in  Sections  2 and 3 of Schedule 4.01 (the "Billing-Related Services
Charges")  and  any charges for Additional Services as set forth in any Schedule
3.03,  as  may  be  amended  by ACI from time to time, (the "Additional Services
Charges"). Customer acknowledges and agrees that ACI may deduct Billing Services
Charges,  Billing-Related  Services Charges and Additional Services Charges from
the  Remittances  it  receives  from  the B&C Processors prior to forwarding the
Disbursements  to  Customer. Any amounts owing to ACI pursuant to this Agreement
that  are not paid when due and payable will thereafter bear interest until paid
at  the  Late  Payment  Rate.

Section  4.02     Other  Expenses

Customer  will  pay  all  fees  and  expenses  of  ACI  for  reruns or otherwise
necessitated:  (a)  by  incorrect,  incomplete,  or  omitted  data  or erroneous
instructions  supplied  to ACI by or through Customer; (b) for the correction of
programming,  operator,  and  other processing errors caused by Customer, or its
respective  employees  or  agents; and/or (c) by incorrect reports that were not
rejected  by  Customer  within  the applicable time periods set forth in Section
5.03.

Section  4.03     Cost  of  Living  Adeustment

If  the  Consumer  Price  Index  for  All  Urban  Consumers, All Cities Average,
1982-84=100, as published by the Bureau of Labor Statistics of the Department of
Labor  (the  "CPI"),  is  on January I of any year during the Term (the "Current
Index")  higher  than  the highest CPI on January 1 of any prior year during the
Term  (the  "Base  Index"),  then,  effective  as of such January 1, all amounts
payable  to  ACI  pursuant to this Agreement, as previously adjusted pursuant to
this  Section  4.03,  may  be  increased  thereafter  by the percentage that the
Current  Index  will  have  increased  from  the Base I~dex, and such amounts as
increased  pursuant  to this Section 4.03 will be deemed incorporated herein. If
the Bureau of Labor Statistics stops publishing the CPI or substantially changes
the  content  or  format  thereof,  the parties will substitute therefor another
comparable  measure published by a mutually agreeable source; provided, however,
that if such change is merely to redefine the base year for the CPI from 1982-84
to  some  other  year(s),  the parties will continue to use the CPI but will, if
necessary,  convert either the Base Index or the Current Index to the same basis
as  the  other  by  multiplying such Index by the appropriate conversion factor.

Section  4.04     Reimbursement  of  Expenses

Any  addition  to  any other payments specified in this Agreement, Customer will
pay,  or  reimburse  ACI  for,  all  actual  out-of-pocket  costs  and expenses,
including without limitation travel and travel-related expenses, incurred by ACI
in  connection  with  the  performance  of  its obligations under this Agreement
provided such expenses are approved in advance by Customer which approval cannot
be  unreasonably  withheld  or  delayed.


                                        7
<PAGE>
Section  4.05     Pass-Throu2h  of  Certain  Taxes

There  will  be added to any amounts due under this Agreement, and Customer will
pay directly (or if ACI has for any reason made payment, promptly reimburse ACI)
for any Taxes, however designated or levied by any Governmental Authority solely
by reason of the performance, sales, license or use of any Service (or Software)
or  any  other  items  pursuant to this Agreement. To the extent ACI receives or
becomes  entitled  to any refund, rebate or abatement with respect to Taxes paid
directly  (or  reimbursed)  by  Customer, ACI shall promptly pay to Customer the
entire  refund,  rebate  or  abatement.

Section  4.06     Invoice  and  Time  of  Payment.

Any  amount  due  ACI pursuant to this Agreement for which a time for payment is
not  otherwise  specified will be due and payable thirty (30) days after receipt
by  Customer  of  the  invoice  from ACI therefore, all invoiced amounts due ACI
pursuant  to, and not paid in accordance with, this Agreement may be deducted by
ACI from the Remittances it receives from the B&C Processors prior to forwarding
the  Disbursements  to  Customer.  Any  amount  owing  to  ACI  pursuant to this
Agreement  that  is  not paid when due and payable will thereafter bear interest
until  paid  at  the  Late  Payment  Rate.

                         ARTICLE V. CUSTOMER OBLIGATIONS

Section  5.01     Billing  Obli2ations

In  connection with the Services to be provided by ACI and in addition to any of
Customer's  obligations described in Schedule 3.01, Customer will timely perform
those  obligations  described  in  Schedule  5.01  and  Schedule  5.07.

Section  5.02     Validation  Obli2ations

During  the  Term,  Customer will at all times perform, or cause to be performed
where appropriate, call validation and Customer will only submit Messages to ACI
that  have  received  a  positive  validation  as  provided  below:

During  the  Term,  Customer  will  validate, or cause to be validated, using an
ACI-approved  method,  or  will cause to be validated by an ACI-approved vendor,
the  following:  (a)  All  telephone calls for which validation is mandated by a
Governmental  Authority;  (b)  All  telephone  calls  for  which  validation  is
specifically  required  by  a  B&C Processor pursuant to a B&C Contract; (c) All
operator  assisted third party calls (whether automated or assisted by telephone
operator),  collect calls, telephone calling card calls, person-to-person calls;
and  (d)  All  telephone  calls,  the collection for which is deemed to be below
industry  standards  or  not  in  accordance  with  industry  practice.


                                        8
<PAGE>
Section  5.03     Inspection  of  Reports  and  Remittances

Customer  will  inspect  and  review  all  reports  and  Remittance  information
submitted  by ACI to Customer for review, which includes, but is not limited to,
reports  generated  through  the  Licensed  Program,  and will notify ACI of its
rejection of any incorrect reports and Remittance information within thirty (30)
days  after  receipt  thereof  provided  that  any such incorrect information is
identifiable  within  the  report  and/or  Remittance information. Failure to so
reject  any  such  report  or  information  will  constitute acceptance thereof.

Section  5.04     Compliance  with  Law  and  B&C  Processor  Policies

Customer  will:  (a)  obtain  and maintain all licenses, franchises, privileges,
permits,  consents,  exemptions,  certificates  (including  without  limitation
certificates  of  public  convenience  and  necessity),  registrations,  orders,
approvals,  authorizations  and similar documents and instruments (collectively,
the  "Certifications")  that  are  required by any Governmental Authority having
jurisdiction  over  the business and operations of Customer; (b) comply with all
laws  and  all  applicable  rules,  regulations  and  other  requirements of any
Governmental  Authority  (collectively  "Laws"); and (c) B&C Processor Policies.
Customer  will, upon the execution of this Agreement, provide ACI with a copy of
each  such  Certification  or  other  written  evidence  of compliance with such
requirements  by  Customer.  Customer will promptly notify ACI in writing of any
expiration,  amendment, or renewal of any such Certification. In connection with
the  provision  of  services  to End Users, Customer will comply in all respects
with  the  Certifications  and  Laws  related  thereto.  ACI  may terminate this
Agreement  pursuant  to  Section  8.01  upon  the  failure  of

YP.Net,  Inc.     7     ouk-

YP.  Net  B&C  092001     initials
Draft  Date:  10/1/2001

Initials

Customer  to obtain or maintain in full force and effect, or to comply with, any
such  Certification  and/or  Laws.

Customer  understands  and agrees that any program, service, and/or product that
it  desires  to bill via any B&C Processor must be first approved by ACI and the
applicable  B&C  Processor.  Customer  agrees  to submit any and all information
relating  to  any  and  all such programs, services, and/or products of Customer
requested  by  ACI. Customer understands and agrees that ACI may provide all the
information  set  forth in the previous section to any B&C Processor, which such
provision  is  not  a  breach  of  Section  6.03  of  this  Agreement.

Section  5.05     Data  Transmission  Fees

Customer  is  responsible for all charges attributed to the transmission of data
between  ACI  and  the  Customer  and  ACI  and  the B&C Processor. In addition,
Customer  is  responsible  for  the  acquisition  and provision of any equipment
including, without limitation, terminals, printers and modems (but excluding any
data  telecommunication  lines or equipment at or between any ACI data centers),
that  are  necessary  or appropriate for Customer to access Customer data at any
ACI  data  center. Customer is solely responsible for entering into arrangements
with  data  telecominunication  network  carriers for the provision of access to
such  networks  and  pay  any usage costs or charges relating thereto, as may be
necessary  or  appropriate  for Customer to access Customer data at any ACI data
center.


                                        9
<PAGE>
Section  5.06     Customer  Representative

Upon the Effective Date, Customer will designate and furnish to ACI the name of,
and  will  at  all  times during the Term maintain, a representative of Customer
(the  "Customer  Representative") who will be an officer or employee of Customer
and  who  will  be  authorized to act as the primary point of contact for ACI in
dealing  with Customer with respect to the Services. Customer will notify ACI in
writing  of  any  change  in the person acting as the Customer Representative at
least  ten  (10)  days  prior  to the effectiveness of such change. The Customer
Representative  will  be responsible for directing, insofar as ACI is concerned,
all  activities  of Customer affecting the provision by ACI of the Services. ACI
will be entitled to rely upon any instructions or information provided to ACI by
the  Customer  Representative  or other representative of Customer, and ACI will
incur  no  liability  in  so  relying.  Customer hereby agrees and confirms that
Customer  is  fully  responsible financially and otherwise for all instructions,
data,  and/or  information  provided  to  ACI, whether or not such instructions,
data,  and/or  information  is  accurate,  complete,  truthful,  or  genuine.

Section  5.07     Representations  and  Warranties

Customer  hereby  represents  and  warrants  to  ACI  as  follows:

     (a)  Organization; Authority. Customer is duly organized, validly existing,
and  in  good  standing  under the laws of its state of organization and has the
power  and authority to enter into this Agreement and to perform its obligations
hereunder.

     (b)  Binding  Obligation.  This Agreement constitutes the legal, valid, and
binding  agreement  of Customer, enforceable against Customer in accordance with
its  terms,  except  as  the  same  may  be  limited  by bankruptcy, insolvency,
reorganization,  moratorium, or similar laws now or hereafter in effect relating
to  creditors'  rights  and  general  principles  of  equity.

     (c)     No  Conflicts. Neither the execution and delivery of this Agreement
by  Customer  nor  the performance by Customer of its obligations hereunder will
(i)  conflict  with  or  result  in  a  breach  of  any

provision  of  the organizational or other governing documents of Customer, (ii)
result  in  a  violation  of  or  default under any of the terms, conditions, or
provisions  of  any  material  license, agreement, lease, or other obligation to
which  Customer is a party or by which it is bound or (iii) violate any material
order,  writ,  injunction,  decree,  statute,  rule, or regulation applicable to
Customer  or  its  properties  or  assets.

     (d)  Governmental Consents. Customer has filed all tariffs and has obtained
all  governmental  and regulatory authorizations, approvals, and other consents,
all  of  which  are  in  full  force and effect, that are required by law or any
Governmental  Authority  for  the  provision  by  Customer of telecommunications
services  to  End  Users.

     (e)     Additional  Representations Warranties, Covenants and Agreements of
Customer.  Customer  represents,  warrants,  and  covenants as to those items in
Schedule  5.07.


                                       10
<PAGE>
     (f)     Continuing  Warranty.  Each  submission by Customer of a Message to
ACI  for  processing  is  a reaffirmation of each representation and warranty of
Customer  as  of  the  date  of  each  such  submission.

Section  5.08     Priorities  and  Cooperation.

     Customer  will  cooperate  with  ACI:  (a)  to establish the Services to be
provided to Customer; and (b) act in good faith in the performance of Customer's
activities  contemplated  by  this Agreement, Customer, among other things, will
make  available,  as  reasonably requested by ACI, such information, facilities,
management  decisions,  approvals,  authorizations and acceptances in order that
ACI's  provision  of  Services  under  this  Agreement  may be accomplished in a
proper,  timely  and  efficient  manner.



               ARTICLE VI. PROPRIETARY RIGHTS, SOFTWARE, AND DATA

Section  6.01     ACI  Software

The  ACI  Software, any developments, improvements, modifications, additions, or
enhancements  made  by  or  for  ACI  to  any  ACI Software and any new Software
developed  or  created by or for ACI pursuant to this Agreement will be and will
remain  solely  ACI's  property, as appropriate. Customer will have no ownership
rights  or  other  rights to any of such items, except as expressly set forth in
Attachment  2  of  Schedule  3.01  with  respect  to  the  License.

Section  6.02     Maintenance  and  Security  of  Customer  Data

Customer  will  establish  one year's backup of the Customer Data subn-fitted to
ACI  for  billing  and  will  keep backup data and data files in its possession;
provided,  however,  that  ACI will have such access to any such backup data and
data  files  as is reasonably required by ACI in connection with the performance
of the Services. ACI will require users of the Software operated by ACI to enter
a  valid password in order to gain access to certain applications, functions and
databases  that  contain  the  Customer  Data. ACI will secure the Customer Data
using  Software  that  restricts  access to the Customer Data and assists in the
administration  of the security of the Customer Data. ACI will have the right to
retain  copies  of any Customer Data that ACI deems necessary or appropriate for
the  purpose  of performing any services under this Agreement including, without
limitation,  with  respect  to  remittance  processing  services  performed  in
accordance  with  Section  2  of  Schedule  3.01  hereto.

Section  6.03     Confidentiality

Except  as  otherwise provided in this Agreement, each of the parties agree that
all  information  communicated to it by the other party, whether before or after
the  Effective  Date, will be designated confidential information ("Confidential
Information"),  and  will  be deemed to have been, received in strict confidence
and will be used only for the purposes of carrying out the obligations of, or as
otherwise  contemplated  by, this Agreement. Without obtaining the prior written
consent  of  the  other party, neither party will disclose any such Confidential
Information  received from the other party; provided, however, that this Section
6.03 will not prevent a party from disclosing any such information that: (a) was
already  in  the  possession  of  such  party  without  being  subject  to other
confidentiality obligations; (b) is or becomes generally available to the public
other  than  as  a  result,  directly  or  indirectly,  of  a disclosure of such
Confidential  Information  by  such party or by other persons to whom such party
disclosed  such  information;  (c)  is  or  becomes available to such party on a
nonconfidential  basis  from  a  source  other  than  the  other  party  or  its
representatives,  provided  that  such  source is not bound by a confidentiality
agreement  with  the  other  party; (d) is independently developed by such party
without  the  use of the other party's Confidential Information; (e) is required
to  be  disclosed  pursuant to an arbitration proceeding conducted in accordance
with  Article  VII, provided that such disclosure is made in accordance with the
approval and at the direction of the Arbitrator; (f) is required to be disclosed
pursuant to a requirement of any Governmental Authority or any statute, rule, or
regulation, provided that such party gives the other party prompt notice of such
requirement  prior  to any such disclosure; or (g) is reasonably necessary to be
disclosed  in  connection  with  a  billing  inquiry  by  an  End  User.


                                       11
<PAGE>
                    ARTICLE VII. CLAIM REVIEW AND ARBITRATION

Section  7.01     Claim  Review

In  the  event  of any dispute, controversy, or claim between the parties of any
kind  or  nature,  including  but  not  limited  to disputes arising under or in
connection with this Agreement (including disputes as to the creation, validity,
interpretation,  breach,  or termination of this Agreement) (the "Claim"), then,
upon  the  written  request  of either party, each of the parties will appoint a
senior manager designated to meet for the purpose of endeavoring to resolve such
Claim.  The  designated  representatives  will  meet  as  often  as  the parties
reasonably  deem  necessary  to  gather and furnish to the other all information
with  respect  to the matter in issue that the parties believe to be appropriate
and germane in connection with its resolution. Such representatives will discuss
the  Claim and negotiate in good faith in an effort to resolve the Claim. During
the course of such negotiation, all reasonable requests made by one party to the
other  party  for  information will be honored in order that each of the parties
may  be  fully  advised as to the facts and circumstances surrounding the Claim.
However,  the parties acknowledge and agree that it is costly and time consuming
to  retrieve  certain  historical  data.  Therefore, the parties acknowledge and
agree  that  only  data  routinely  provided  from one party to another during a
designated  Claim  period  shall  be  required.  The  specific  format  for such
discussions will be left to the discretion of the designated representatives but
may  include  the  preparation  of  agreed  upon  statements  of fact or written
statements  of  position furnished to the other party. No formal proceedings for
the resolution of such Claim may be commenced until the earlier to occur of: (a)
the  designated  representatives  conclude  in  good  faith  that  an  amicable
resolution  through continued negotiation of the matter in issue does not appear
likely;  or  (b)  the sixtieth (60'b) day after the initial request to negotiate
such  dispute,  controversy,  or claim. The Parties agree that no Claim(s) older
than  one (1) year from inception or discovery of such Claim(s) shall be pursued
in  any  manner.

Section  7.02     Arbitration

(a)  If  the  parties are unable to resolve any Claim in accordance with Section
7.01,  the parties agree to submit such Claim to binding arbitration by a single
arbitrator  pursuant  to  the  Commercial  Arbitration  rules  of  the  American
Arbitration  Association. A party may demand such arbitration in accordance with
the  procedures  set  out  in  those  rules.


                                       12
<PAGE>
(b) Discovery shall be controlled by the arbitrator and shall be governed by the
Federal  Rules  of  Civil  Procedure.  If  decided  by the Arbitrator, the party
seeking  discovery  shall  reimburse  the  responding  party for the cost of the
production  of  documents,  including  search  time  and reproduction costs. The
arbitration  shall  be  held  in  Los Angeles County, California. The arbitrator
shall  control  the  scheduling  so  as to process the matter expeditiously. The
parties  may  submit  written  briefs. The arbitrator shall rule on the Claim by
issuing  a  written  opinion within thirty (30) calendar days after the close of
the  hearings.  The  time  frames specified in this Section 7.02 may be extended
upon mutual agreement of the parties or by the arbitrator upon a showing of good
cause.

(c)  Except  as provided in (b) above, each party shall bear its own fees, costs
and  expenses  of  arbitration, including its own legal and expert witness fees.
The  parties shall equally split the fees of the arbitration and the arbitrator.
The  arbitrator  may  award reimbursement of costs and/or fees to the prevailing
party.

(d)  Any award rendered by the arbitrator will be final, conclusive, and binding
upon  the  parties,  and any judgment thereon may be entered and enforced in any
court  of  competent  jurisdiction.

Section  7.03     Exclusive  Remedy

Other  than  those matters involving injunctive relief as a remedy or any action
necessary  to  enforce  the  award of the Arbitrator, the parties agree that the
provisions  of  this  Article VII are a complete defense to any suit, action, or
other  proceeding  instituted in any court or before any administrative tribunal
with  respect  to  any  dispute,  controversy,  or  claim  arising  under  or in
connection  with  this Agreement or the provision of Services by ACI. Nothing in
this  Article  VII  will  prevent  the  parties  from exercising their rights to
tertninate  this  Agreement  in  accordance  with  Article  VIII.

Section  7.04     Tax  Disputes

Notwithstanding  the  provisions of this Article VII, if Customer disputes ACI's
determination  that any Taxes are payable by ACI on ACI's behalf or on behalf of
Customer,  disagrees with an assessment of any additional Taxes due by ACI or by
Customer as a result of ACI's performance of any obligation under this Agreement
or disagrees with a determination that any Taxes are applicable to ACI's billing
to  Customer  for  Services  under  this Agreement, Customer will, at Customer's
option  and expense (including without limitation payment for any Taxes prior to
final resolution of the issues), have the right to seek administrative relief, a
ruling,  judicial  review  (original  and appellate level), or other appropriate
review  as  to the applicability of any such Tax or to protest any such Tax, but
Customer  will  be liable for any Tax ultimately determined to be due. ACI will,
when  requested  by Customer and at Customer's expense, cooperate or participate
with  Customer  in  any  such  proceeding,  protest  or  legal challenge and may
participate,  at  ACI's  expense,  in  any  such  proceeding,  protest  or legal
challenge  if  Customer  does  not  so  request.


                                       13
<PAGE>
                            ARTICLE VIII. TERMINATION

Section  8.01     Termination  for  Cause

Subject  to  Section 10.01, if either party materially or repeatedly defaults in
the  performance of any of its duties or obligations under this Agreement, which
default  is  not  substantially  cured  within  twenty  (20) business days after
written notice is given to the defaulting party specifying the default, then the
nondefaulting  party  may,  by  giving  written notice thereof to the defaulting
party,  terminate  this  Agreement  as  of the date of receipt by the defaulting
party  of  such  notice  or  as  of  a  future  date specified in such notice of
termination.

Section  8.02     Special  Termination  Riehts

Without notice, ACI may stop processing all or some of the Messages of Customer,
or  terrifinate the Agreement (subject to Section 8.07 of the Agreement), if ACI
determines  in  its sole discretion that the processing of Messages on behalf of
Customer,  or  the  continuation  of  the processing of Messages, in whole or in
part,  has  or  shall:

(a)  Negatively  effect  the goodwill, reputation, profitability, or business of
ACI.

(b)Threaten  the  termination  of  or negatively impact any B&C Contract of ACI.

(c)  Negatively  impact  ACI's  relationship  with  any  B&C  Processor.

(d)  Result  in  or  has  already  resulted  in the scrutiny (informal or formal
investigation,  or  otherwise)  of  Customer,  ACI,  or  any  Person,  by  any
Governmental  Authority  (including  but  not limited to, the FCC, FTC, PUCs and
attorney  generals).

(e)  Has resulted in or may result in the violation of any rule, ordinance, Law,
order,  decision,  judgment,  or  policy  of  any  Government Authority, any B&C
Processor  and/or  ACI.

(f)  Has  resulted  in  or  may  result in a legal proceeding, including but not
limited  to  litigation,  arbitration or administrative proceeding involving ACI
either  as  a party or as a non-party (including, but not limited to, ACI having
to  provide  documents  and/or  deponents).

Section  8.03     Termination  for  Bankruptcy  and  Related  Events

If either party is declared bankrupt, is the subject of any proceedings relating
to  its liquidation, insolvency, or for the appointment of a receiver or similar
officer  for  such  party,  makes  an  assignment  for  the  benefit  of  all or
substantially  all  of  its  creditors,  or  enters  into  an  agreement for the
composition,  extension,  or  readjustment  of  all  or substantially all of its
obligations, the liquidator, trustee, receiver, conservator, new owner, manager,
or  other agent or representative of such party, subject to applicable law, will
have  sixty  (60) days from the date of any initial declaration, commencement of
proceedings,  or such assignment or agreement to notify the other party, subject
to  applicable  law,  that  it is terminating this Agreement as of a date within
such  sixty  (60)  day  period.  If  the  other  party  is not so notified, this
Agreement  will  not be terminated but will continue in full force and effect on
all  of  the  terms  and  conditions  stated  in  this  Agreement.

Section  8.04     Termination  for  Certain  Force  Maieure  Events

If  either  party  is  excused from performance under this Agreement pursuant to
Section  10.01  for any period exceeding thirty (30) consecutive days, the other
party  may, by giving written notice thereof to the party whose performance will
have  been excused within ten (10) days after the expiration of such thirty (30)
consecutive  day  period,  terminate this Agreement as of the date of receipt of
such  notice or as of a future date specified in such notice of termination. The
parties expressly acknowledge and agree that any such nonperformance will not be
considered  a  default  under  this Agreement or impose any liability whatsoever
upon  either  of  the  parties.


                                       14
<PAGE>
Section  8.05     Termination  for  Regulatory  Event  and/or  LEC  Policies

ACI  may  terminate  this  Agreement  if  any  statute,  rule,  regulation,
interpretation,  Law,  LEC  Policy  violation, judgment, order, or injunction is
enacted,  enforced,  promulgated,  amended, issued, or deemed applicable: (a) to
ACI  or  any  of  its  affiliates;  or  (b)  to this Agreement, the transactions
contemplated  by this Agreement, or the provision of the Services by ACI, by any
Governmental  Authority  that  (i)  renders  illegal  the  consummation  of  the
transactions  contemplated by this Agreement, (ii) renders illegal or materially
inhibits  the  provision  of  the Services by ACI, or (iii) would, in ACI's sole
discretion,  have  a  material  adverse  effect  on  the  business,  operations,
reputation,  affairs, condition (financial or otherwise), results of operations,
properties,  assets,  liabilities,  or  prospects  of  ACI.  To  terminate  this
Agreement  pursuant to this Section 8.05 ' ACI will give Customer written notice
thereof  at  least  thirty  (30)  days prior to the date on which ACI desires to
terminate this Agreement, unless statutes, regulations or B&C Processor Policies
require  immediate  termination.

Section  8.06     Rh!hts  Upon  Termination

Billable  Messages  received  by  ACI  on  or  before the Expiration Date or the
effective  date  of  termination  of this Agreement will be processed by ACI and
included  on the next Outclearing Tapes prepared in accordance with Section l(e)
of  Schedule  3.01,  and the Disbursements relating to the Remittances collected
from the B&C Processors will be disbursed to Customer, less amounts representing
the  Reserve.  Upon  expiration or termination of this Agreement for any reason,
Customer  will  (a)  promptly return the Licensed Program (including the related
documentation)  to  ACI  and  destroy  all  copies,  whether  authorized  or
unauthorized,  in  Customer's  possession,  and  (b)  pay  ACI  for all Services
provided  and expenses incurred through the effective date of such expiration or
termination,  as  well  as  for  all  Services  provided  and  expenses incurred
thereafter in connection with the processing of Billable Messages received on or
before  the  effective date of such expiration or termination. The provisions of
this Section 8.06, Section 6.03, Articles VII and IX, Schedule 3.01 and Schedule
3.02  will  survive  the  expiration  or  termination  of this Agreement for any
reason.

Section  8.07     Suspension  of  Service

Notwithstanding  anything  to  the  contrary  in  this  Agreement,  in  lieu  of
tennination of this Agreement by ACI, ACI in its sole discretion may suspend its
Services,  in  whole  or in part, without prejudice to its right to subsequently
terminate  this Agreement for the same reason or different reason that gave rise
to  the  suspension.

                      ARTICLE IX. INDEMNITIES AND LIABILITY

Section  9.01     Indemnities

Customer  will  indemnify,  and  defend  ACI and will hold ACI harmless from and
against  any  and  all  claims,  actions,  acts  of  third parties, liabilities,
litigations,  losses,  expenses  (including  but  not limited to attorney's fees
whether  in-house  or  outside),  all  damages  (including  but  not  limited to
consequential  and/or  punitive,  and/or  damages for loss of profits and/or for
loss  of  revenue),  costs and expenses (including without limitation reasonable
attorney  fees),  and  liability  for  any equitable remedies (including but not
limited  to injunctive relief and/or specific performance), due to, relating to,
or arising out of: (i) the Messages processed on behalf of Customer, and/or (ii)
any  acts  or  omissions  of Customer, and/or (iii) the occurrence of any of the
items  set forth in Section 8.02 of this Agreement, and/or (iv) any violation of
any  representation,  covenant  or  warranty  of  Customer  set  forth  in  this
Agreement,  or  any  other  Agreement  between  Customer and ACI, and/or (v) any
breach  by  Customer  of  any provision of this Agreement or any other agreement
between ACI and Customer, and/or (vi) the incorrectness or incompleteness of any
data  or  information  supplied  to ACI by Customer under this Agreement, and/or
(vii)  ACI's  use,  in  accordance  with  this Agreement, of, and reliance upon,
information  provided  by  Customer.


                                       15
<PAGE>
Section  9.02     Indemnity  Procedures

Any  party entitled to indemnification under this Article Ix will give the party
from which it is seeking indemnification prompt written notice of any matters in
respect  of  which  the  indemnity  may  apply  and  of which the party claiming
indemnification  has  knowledge;  provided,  however,  that  if a party claiming
indemnification  fails to give the other party prompt written notice, such other
party  will  only be relieved of its obligations under this Article IX if and to
the  extent  that  such  party is prejudiced thereby. if ACI is named by a third
party  in  a legal proceeding resulting from Customer's Billed Messages, acts or
omissions  pursuant  to this Agreement, ACI shall, due to ACI's expertise in the
billing  industry,  solely  control its own defense and Customer shall be liable
for all costs and expenses including attorneys' fees. ACI shall provide Customer
with invoices of actual costs and expenses incurred on a monthly basis, prior to
deducting  such costs and expenses. Should deductions be insufficient, ACI shall
invoice  Customer  for  sums  due and such invoice shall be due and payable upon
receipt.

Section  9.03     Limitation  of  Liability  and  Disclaimer  of  Warranties

If  ACI  is  at  any time liable to Customer as a result of any breach, dispute,
controversy,  or claim of any kind or nature arising under or in connection with
this  Agreement,  the  amount of damages recoverable against ACI for any and all
events, acts, or omissions will not exceed, in the aggregate, an amount equal to
the  total  Billing  Services  Charges paid to ACI during the three-month period
immediately  preceding  the  initial occurrence of the first such event, act, or
omission to occur. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE
CONTRARY, AND REGARDLESS OF THE FORM OF CLAIM, WHETHER IN CONTRACT OR IN TORT OR
WHETHER  FROM  BREACH  OF  THIS  AGREEMENT, IRRESPECTIVE OF WHETHER ACI HAS BEEN
ADVISED  OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL
THE  MEASURE  OF DAMAGES RECOVERABLE BY CUSTOMER AGAINST ACI INCLUDE ANY AMOUNTS
FOR  INDIRECT,  CONSEQUENTIAL,  OR PUNITIVE DAMAGES OF ANY PERSON OR FOR LOSS OF
ANTICIPATED  PROFITS  OR  OTHER  ECONOMIC LOSS OF ANY PERSON OR FOR DAMAGES THAT
COULD  HAVE  BEEN AVOIDED, USING REASONABLE DILIGENCE, BY CUSTOMER. In addition,
Customer  may  not assert any cause of action against ACI that accrued more than
one  year  prior  to  the  filing  of  a suit alleging such cause of action. The
limitation  set  forth in this Section 9.03 will not apply to the duty of ACI to
deliver,  in  accordance  with this Agreement, to Customer any Disbursements due
Customer  that  are  being  held  by  AC1.


                                       16
<PAGE>
EXCEPT  AS  OTHERWISE  EXPRESSLY  PROVIDED  IN  THIS  AGREEMENT,  ACI  MAKES  NO
REPRESENTATIONS  OR  WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER
PERSON,  INCLUDING  WITHOUT LIMITIATION ANY WARRANTIES REGARDING TITLE TO OR THE
MERCHANTABILITY,  SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR PURPOSE, OR
OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALING BETWEEN THE PARTIES OR
CUSTOM OR USAGE OF TRADE) OF ANY SOFTWARE, SERVICES, OR MATERIALS PROVIDED UNDER
THIS  AGREEMENT.

Section  9.04     Acknowledgment

Customer and ACI expressly acknowledge that the limitations contained in Section
9.03  represent  the  express  agreement  of  the  parties  with  respect to the
allocation  of  risks  between  the  parties,  including the level of risk to be
associated  with  the provision of the Services as related to the payments to be
made  to  ACI  for  such  Services,  and  each  party  irrevocably  accepts such
limitations.


                            ARTICLE X. MISCELLANEOUS

Section  10.01  Force  Maieure

Each party will be excused from performance under this Agreement for any period,
and  the  time  of  any  performance  will be extended, to the extent reasonably
necessary  under the circumstances, any act of God or any Governmental Authority
or  any  outbreak  or  escalation  of hostilities, war, civil disturbance, court
order,  labor  dispute, third party nonperformance (including without limitation
the  acts  or  ornissions  of  common  carriers,  interexchange  carriers or B&C
Processors,  but excluding any employees of the party seeking to be excused from
performance  hereunder)  or  any  other  cause  beyond  its  reasonable control,
including without limitation failures or fluctuations in electrical power, heat,
light,  air  conditioning  or  telecommunications  equipment  or  lines or other
equipment.  Such  nonperformance  on  the  part  of  either  party  will  not be
considered  a  default  under this Agreement or, except as otherwise provided in
Section  8.04,  a  ground  for  termination of this Agreement, provided that the
party  whose performance has been excused performs such obligation as soon as is
reasonably  practicable  after  the  termination  or  cessation of such event or
circumstance.

Section  10.02  Compliance  with  Laws

In  performing its obligations under this Agreement, ACI will not be required to
undertake  any  activity that would conflict with LEC Policies, the requirements
of  any applicable statute, rule, regulation, interpretation, judgment, order or
injunction  of  any  Governmental  Authority  or  Law.

Section  10.03  Media  Releases

All  press  and  media  releases, public announcements and public disclosures by
either  of  the  parties  relating  to  this  Agreement  or  its subject matter,
including  without  limitation  promotional  or  marketing  material  (but  not
including  any announcement intended solely for internal distribution by a party
to  its  directors, officers and employees or any disclosures required by legal,
accounting,  regulatory  or  stock  exchange  requirements beyond the reasonable
control  of  such  party)  will be coordinated with and approved by both parties
prior  to  the  release  thereof.


                                       17
<PAGE>
Section  10.04  Notices

Except as otherwise expressly provided in this Agreement, all notices, requests,
claims,  demands,  designations,  approvals,  consents,  acceptances  and  other
communications  under  this  Agreement  will be in writing and will be deemed to
have  been duly given if delivered personally, telecopied or mailed by certified
or registered mail, return-receipt requested, postage prepaid, or overnight mail
to  the parties at the addresses specified below and will be deemed given on the
third  Business Day after the day it is deposited in a regular depository of the
United  States  mail.  If  delivered  personally,  it  will be deemed given upon
delivery,  if  delivered by telecopy with a copy subsequently mailed, it will be
deemed given when the mailed copy is postmarked and if delivered by mail, in the
manner  described  above.  All  notices  and  other  communications  under  this
Agreement  are  addressed  as  provided  below.

If  to  ACI,  address  to:                  With  copies  to:
     ACI  Communications,  Inc.             ACI  Communications,  Inc.
     9255  Corbin  Avenue                   9255  Corbin  Avenue
     Northridge, California  91324          Northridge,  California  91324
     Attention: President                   Attention:  General  Counsel
     Telecopy:  (818) 709-1825              Telecopy:  (818)  709-1940

If  to  Customer,  address  to:

YP.Net,  Inc.
4840  E.  Jasmine  Street,  Suite  105
Mesa,  AZ  85205
Attention:  Angelo  Tullo,  CEO
Telecopy:  (480)  654-9727

Section  10.05  Rights  of  ACI  to  Provide  Services  to  Others.

Customer  acknowledges  and  agrees  that ACI may provide billing and collection
services  and  other  information  technology  services  to  other  Persons.

Section  10.06  Relationship  of  Parties.

In  furnishing the Services to, or on behalf of, Customer, ACI is acting only as
an independent contractor. ACI does not undertake by this Agreement or otherwise
to  perform any obligation of Customer, whether regulatory or contractual, or to
assume any responsibility for Customer's business or operations. ACI will not be
considered  or  be deemed to be an agent, employee, joint venturer or partner of
Customer,  and  no  other relationship is intended or created by and between ACI
and  Customer.  ACI  has  the sole right to supervise, manage, contract, direct,
procure  and  provide,  or  cause  to  be  provided, all Services to be provided
pursuant  to  this  Agreement.


                                       18
<PAGE>
Section  10.07  Authorization.

Customer  hereby  authorizes  ACI  to  include  Customer's  name, address, phone
number,  and  any  other information required by any B&C Processor or Government
Authority,  and billing information in each Outclearing Tape or bill; to collect
and  hold  for  Customer  the  Disbursements,  if  any,  payable to Customer; to
disburse  to  Customer the Disbursements, if any, as provided in this Agreement;
and  to  take


                                       19
<PAGE>
all  other  actions  that ACI deems reasonably necessary to discharge its duties
and  responsibilities  under  this  Agreement,  as fully as Customer could do if
personally  present,  and  Customer  hereby  ratifies  and confirms all that ACI
lawfully  does  or  causes  to be done by virtue of the rights contained in this
Section  10.07. The authority granted to ACI under this Section 10.07 is coupled
with  an interest and is irrevocable except by expiration or termination of this
Agreement  and  subject  to  Section  8.07.

Section  10.08  Severability

(a)  Subject  to  the  provisions  of Section 10.08(b), if any provision of this
Agreement, or the application of any such provision is declared judicially to be
invalid,  unenforceable  or  void,  such  decision  will  not have the effect of
invalidating or voiding the remainder of this Agreement, it being the intent and
agreement of the parties that this Agreement will be deemed amended by modifying
such provision to the extent necessary to render it valid, legal and enforceable
while  preserving  its  intent  or,  if  such  modification  is not possible, by
substituting;  therefore,  another  provision  that is legal and enforceable and
that achieves the same objective. In addition, if such invalid, unenforceable or
void  provision  does not materially affect the payments to be made to ACI under
this  Agreement,  and if the remainder of this Agreement will not be affected by
such  declaration and is capable of substantial performance, then each provision
not  so  affected  will  be  enforced  to  the  maximum extent permitted by law.

(b)  If  any provision referred to in Section 10.08(a) is declared judicially to
be  invalid,  unenforceable  or  void, and the fact thereof, or any amendment or
modification  thereto  as  set forth in Section 10.08(a), materially affects the
payments  to  be  made  to  ACI  under this Agreement, then ACI may, at its sole
discretion,  terminate  this  Agreement  in  its  entirety.

Section  10.09  Waivers

The  observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) by the party
entitled  to  enforce such term, but such waiver will be effective only if it is
in  a  writing  signed by the party against which such waiver is to be asserted.
Unless  otherwise  expressly provided in this Agreement, no delay or omission on
the  part of any party in exercising any right or privilege under this Agreement
will  operate  as a waiver thereof, nor will any waiver on the part of any party
of  any right or privilege under this Agreement operate as a waiver of any other
right  or privilege under this Agreement nor will any single or partial exercise
of  any right or privilege preclude any other or further exercise thereof or the
exercise  of  any  other  right  or  privilege  under  this  Agreement.

Section  10.10  Entire  Amement

This  Agreement (including the Schedules attached hereto) constitutes the entire
agreement  between  the  parties  with  respect to the subject matter hereof and
supersedes  all prior and contemporaneous agreements and understandings, whether
written  or oral, between the parties with respect to the subject matter of this
Agreement,  and  there  are  no  representations,  understandings  or agreements
relating  to  this Agreement that are not fully expressed herein. This Agreement
may  not be modified or amended except by a written instrument executed by or on
behalf  of each of the parties to this Agreement. All Schedules attached to this
Agreement are expressly made a part of, and incorporated by reference into, this
Agreement.


                                       20
<PAGE>
Section  10.11  Asshmment

No  party  may assign this Agreement without obtaining the prior written consent
of  the  other  party;  provided,  however,  that  such  consent  will  not  be
unreasonably  withheld  or  delayed;  and  provided


                                       21
<PAGE>
further, that a party will notify the other party regarding whether such consent
will  be  withheld  or delayed within thirty (30) days after the other party has
requested  such  consent.  Notwithstanding  the  foregoing,  ACI may assign this
Agreement,  and  its rights and obligations hereunder, to any of its affiliates.

Section  10.12  No  Third  Party  Beneficiary

This  Agreement  will be binding upon and inure to the benefit of the parties to
this  Agreement  and  their respective successors and assigns. This Agreement is
not intended, nor will it be construed, to create or convey any right in or upon
any person or entity not a party to this Agreement. ACI will not be responsible,
financially or otherwise, for the Services provided hereunder to any party other
than  Customer.

Section  10.13  Governing  LawNentiedurisdiction

This  Agreement  will  be  construed  in  accordance with, and the rights of the
parties  will  be  governed by, the substantive laws of the State of California,
without  giving  effect  to  any  choice-of-law  rules  that  may  require  the
application of the laws of another jurisdiction. Any permitted action brought in
connection  with  this  Agreement  shall  be  brought  in  Los  Angeles  County,
California,  and  the  parties  hereby  waive  any  objection  to  venue.

Section  10.14  Construction

The  Article  and  Section  headings  and  the  table  of  contents used in this
Agreement  are  for  convenience  of reference only and in no way define, limit,
extend  or  describe the scope or intent of any provisions of this Agreement. In
addition,  as  used  in this Agreement, unless otherwise expressly stated to the
contrary; (a) all references to days, months or years are references to calendar
days,  months  or  years;  and  (b)  any  reference  to  a "Section Article" or
"Schedule"  is  a  reference  to  a  Section  or  Article of this Agreement or a
Schedule  attached  to  this  Agreement.  The  provisions  of this Agreement are
qualified  in  their  entirety by reference to the information and the terms set
forth  in the Schedules. To the extent that the provisions of this Agreement and
the  Schedules  to  this  Agreement  are  inconsistent,  the  provisions  of the
Schedules  to  this  Agreement  will  govern  and  control.


                                       22
<PAGE>
Section  10.15  Counterparts

This  Agreement  may be executed in multiple counterparts, each of which will be
deemed  an  original  and  all  of  which  taken  together  will  constitute one
instrument.

     IN  WITNESS  WBEREOF,  the  parties  have  duly executed and delivered this
Agreement  as  of  the  date  first  set  forth  above.

ACI  COMMUNICATION  INC.                     YP  NET


By:   /s/  Michael Labedz                    By:   /s/  Don M. Reese
      -------------------------                    -------------------------
Name:  Michael Labedz                        Name:  Don M. Reese
      -------------------------                    -------------------------
Title: President                             Title: Director of Operations
      -------------------------                    -------------------------
Date:  10/19/01                              Date: 10-08-01
      -------------------------                    -------------------------


                                  SCHEDULE2.01
                                       of
                     Billing and Related Services Agreement

ACCEPTABLE  CALL  TYPES

Schedule  2.01  Acceptable  Call  Types

The  following  EMI  billing  formats  are  acceptable  for immediate processing
according  to  the  terms  and  conditions  of  this  Agreement:

Record  ID   Description
01-01-01     North  American  Originated,  Terminated  and  Billable  Message
             Telephone Service  Charge

01-01-32     North  American  Originated,  Terminated  and  Billable  Directory
             Assistance Charge

01-02-01     North American Originated and Billable, Overseas Terminated Message
             Telephone  Service  Charge

01-05-01     Overseas  Originated  and  North  American  Terminated and Billable
             Message Telephone  Service

01-07-01     Overseas Originated and Terminated, North American Billable Message
             Telephone  Service

     The  following  EMI  billing  formats  are  available  for billing, but are
subject to the approval of ACI prior to processing. There also may be additional
ACI  and/or  LEC  charges associated with the processing of the following record
types:

01-01-18     North  American  Originated,  Terminated  and  Billable Specialized
             Service/Service  Provider  Charge


                                       23
<PAGE>
41-50-01     Customer  Credit  Line  Summary  Non  Detail  Credit

42-50-01     Miscellaneous  Charge  Record  Line  Summary  Non-Detail  Charge



                                  SCHEDULE3.01
                                       of
                     Billing and Related Services Agreement

BILLING  SERVICES

Schedule  3.01  Billina  Services

1.   Billin2  Services

     (a)  B&C  Contracts.  ACI will provide Billing Services relating to the B&C
Processors. Customer hereby acknowledges that ACI has provided it with a listing
of  the  current  B&C  Processors. ACI may amend or supplement from time to time
such  listing  and  will  provide  Customer  with  a  copy  of  the  amended  or
supplemented  listing  as  soon  as  reasonably  practicable.

     (b)  On-Net  File.  Customer  hereby  acknowledges  that  ACI  will provide
Customer  with  a  copy  of the On-Net File. ACI may revise the On-Net File from
time to time and will provide Customer with a copy of the revised On-Net File as
soon  as  reasonably  practicable.

     (c)  Approved Message Format. Upon receipt of a Message tape from Customer,
ACI will determine whether the Message data contained thereon is in the standard
exchange  message interface format or another format that has been chosen by ACI
(the  "Approved  Message  Format").  Customer  hereby  acknowledges that ACI has
provided  it with the current Approved Message Format. ACI may from time to time
revise  the  Approved  Message  Format  based  on  reasonable business needs (as
determined  in  good faith by ACI), the requirements of any B&C Contract, or the
requirements of any Governmental Authority and will provide Customer with a copy
of  the  revised  Approved  Message  Format.  Customer will comply with such new
format within ninety (90) days after receipt of a copy of the updated or revised
Approved Message Fon-nat; provided, however, that Customer will comply with such
new  format  within  thirty  (30) days after receipt of a copy of the updated or
revised  Approved  Message  Format if ACI notifies Customer that such new format
was  revised  to  comply  with  industrystandard  formats.

     (d)  Editin2,  Balancing, and Formatting. If Customer's Messages are in the
Approved  Message  Format,  ACI  will edit, balance, and format such Messages in
accordance  with  the  requirements of the appropriate B&C Processors. If any of
Customer's  Messages  are not in the Approved Message Format or if such Messages
are  rejected  by  ACI  or  ACI discovers other errors as the result of editing,
balancing,  or  reviewing the format (such Messages are referred to as "Rejected
Messages"),  ACI  will send such Rejected Messages (in standard machine readable
form)  to  the  Customer Representative within seven (7) Business Days after the
receipt  of  the  Messages from Customer. Customer shall use its best efforts to
reformat and resubmit such Rejected Messages to ACI following Customer's receipt
of  the  Messages  from  ACI.


                                       24
<PAGE>
     (e)  Data  Files.  After  editing,  balancing, and formatting, the Billable
Messages  shall  be  forwarded  to the appropriate B&C Processor within five (5)
business days of receipt (the "Data Files") for billing to, and collection from,
End  Users  in  accordance  with  the  applicable  B&C  Contract.

     (f)  Returned Messages. If any of Customer's Billable Messages are returned
as  unbillable  by  a  B&C Processor that is providing ACI with automated return
item  processing  in  the  appropriate format such Messages will be deemed to be
"Returned  Messages".  In  the event ACI is unable to provide for the billing of
any  Returned  Messages (after Customer has made changes to the Messages if such

changes are possible) ACI will return such Message data to Customer and Customer
may  direct  bill  such  Returned  Messages.

     (g)  Sub-Carrier  Identification  Codes.  A sub-carrier identification code
("Sub-CIC")  for  the  purpose  of  identifying  the  Customer's name on the B&C
Processors' bills and tracking Billable Messages arising from End Users shall be
assigned to Customer. At Customer's request, additional Sub-CICs may be assigned
for  Customer  for  reasonable  business  needs  and  shall  herein  constitute
Additional  Services  hereunder.

     (h)  Special  Service  Message Processing, ACI will provide Special Service
Message  ("SSM")  processing  in LEC jurisdictions that allow for such messages.
For  purposes hereof, SSM means charges for telecommunications related services,
other  than  telephone  calls,  which are to be billed to an End-User by the B&C
Processor  and  which  have been approved for such billing by the applicable B&C
Processor  and  ACI.  The implementation of any SSM processing is subject to the
written  approval of ACI and the respective LEC. Customer agrees to subrifit all
information  required  by  ACI and the respective LEC prior to initiation of the
approval  and  implementation process. Such information will include, but not be
limited  to,  the  intended  use  of  the  SSM  service, copies of all marketing
materials  with  respect  to such service, and any other information required by
either  ACI  or  the  LEC in order initiate the approval implementation process.

          Charges  for  SSM  processing  ("SSM  Fees")  will  appear  on the B&C
Processor's  End  User  bill.

          In  connection  with  the  Services  to  be provided by ACI hereunder,
Customer  agrees  to  fulfill  the  obligation  set  forth  below:

          Oblijization  To  Provide Code Assi2nment. The Approved Message Format
used  for  most common types of calls (i.e., collect, billed to third party, and
most  line  number  format  calling  card calls) is referred to as the "01-01-01
format".  This  record  will  also  be used as the base record for billing SSMs.
Customer  will  receive a five-digit code (3NNNN) for each approved phrase. This
code  will be placed in positions 123 - 134 and 135 - 146 of the EMI record. ACI
will  translate to the proposed Special Service Message code phrase and reformat
the  record  for  output  to  the  appropriate  B&C  Processor.

Customer  Testing.  Customer  testing  is required for the first set-up on SSMs.

2.     Remittance  Processing


                                       25
<PAGE>
     (a)  Remittance  by  B&C  Processor.  The B&C Processors shall remit to ACI
pursuant  to the B&C Contracts less fees, charges, adjustments and those amounts
held  as bad debt reserves. The actual net amount so remitted to ACI by each B&C
Processor  is  referred  to  as  the  "Remittances."

(b)     Disbursement  by  ACI.

          Calculation  of  Disbursement.  Upon  the  receipt  by  ACI  of  the
Remittances  from  the B&C Processors, ACI: (i) will deduct from the Remittances
the  Billing  Services Charges, the Billing-Related Services Charges, Additional
Services  Charges  and any other charges specified in or as necessitated by this
Agreement,  including  without  limitation any amounts due ACI from time to time
pursuant  to  Sections  4.04 and 4.05 and Article IX; (ii) will add to or deduct
from the Remittances any adjustment resulting from the reconciliation of the bad
debt  withholdings  effected  by B&C Processors (as described in Section 2(f) of
this  Schedule  3.01);  (iii)  will  deduct from the Remittances any adjustments
effected  by ACI in connection with the Inquiry Services; (iv) will deduct ACI's
charges  or  for  processing call records on behalf of Customer; (v) will deduct
any amount ACI, in its sole discretion, withholds as an allowance for bad debts;
(vi)  will  deduct  the  B&C  Processor-Calculated  Taxes  collected  by the B&C
Processors  that  will  be  paid  to the appropriate taxing authorities from the
Remittances;  (vii)  will  deduct the B&C Processor's fees and other charges, as
well as any adjustments that may be effected by a B&C processor or ACI, from the
amounts  collected  from  End Users for Billable Messages; and (viii) will, upon
completion  of the deductions or additions described in (i) through (vii) above,
disburse  the  remainder  of  the Remittances to Customer (such disbursements to
Customer,  are  referred  to  herein  as  the  "Disbursements"). If requested in
writing  by  Customer,  ACI  will  make  Disbursements  to  Customer  by wire or
electronic  funds transfer to the bank or other depository designated in writing
by  Customer.  Customer  shall  be responsible for all wire and related charges.

(c)     Reserve.

          W  Pursuant to notice, if ACI reasonably determines that the aggregate
amount  of Remittances due from B&C Processors in respect of Customer's Billable
Messages  at  any  time  during  the  Term  is less than the aggregate amount of
Deductions  effected  by,  or  anticipated  by  ACI  to be effected by, such B&C
Processors,  or  effected  by adjustments or credits to be provided to End Users
(each  of  the  events referred to as a "Reserve Event"), then ACI will have the
right to withhold amounts from any Disbursements that would otherwise be payable
to  Customer  on and after the occurrence for the purpose of reimbursing ACI for
the  anticipated amounts to be charged and withheld by any B&C Processor, or for
adjustments or credits (the "Reserve"). An example of such a Reserve Event would
be  Billable Messages by Customer dropping by seventy-five percent (75%), or the
termination  or  anticipated  termination  of  this  Agreement. In the event any
invoice,  as  provided for in this Agreement, is not timely paid by Customer and
the entire amount of such invoice cannot be paid out of Disbursements, then such
amount  shall  be  added  to  the  Reserve  as  set  forth  herein.

          (ii)  In addition, ACI shall establish a reserve for reconciliation of
bad  debt  charges  effected  by  such  B&C  Processors pertaining to Customer's
Billable  Messages (the "Frue-Up Reserve"). The initial True-Up Reserve, as soon
as  LEC  Billing  Services are commenced, shall be five percent (5%). ACI may at
any  time  increase  or  decrease  the  True-Up Reserve based on actual bad debt
withheld  by  the  B&C  Processors  and/or  based  upon  Customer's  actual  or
anticipated  bad  debt related to its Billable Messages to offset any shortfalls
that  may  be  incurred  by  ACI.


                                       26
<PAGE>
          (iii)  If  at  any  time  the  Reserves  and/or  True-Up  Reserve  are
insufficient,  ACI  will  invoice  Customer for the amount of the shortfall, and
Customer  shall  remit  full payment to ACI within ten (10) business days of the
date  of  the  invoice.  Any excess of Reserves and/or True-Up Reserves shall be
remitted to Customer by ACI upon ACI's reasonable determination that there is no
longer  a  need  for  a  Reserve  and/or  True-Up  Reserve.

     (d)  Reports. ACI will provide reports to Customer that reflect the amounts
due from the B&C Processors, the results of Rejected Messages, Returned Messages
and  other  adjustments, the amounts remitted by the B&C Processors, the amounts
withheld by the B&C Processors for bad debts, and the actual bad debts incurred.
ACI  will  transmit  Call  Acceptance Transmittal (CAT) reports within seven (7)
Business  Days  after  the  receipt of Message data from Customer, will transmit
Remittance reports at the time that ACI makes the Disbursements to Customer, and
will  transmit  bad  debt  true-up  reports  to  Customer in the month following
receipt  of  LEC  bad  debt  true-up  data  by  ACI.

     (e) Adjustments and Unbillables. Customer acknowledges that deductions from
amounts  remitted to ACI from B&C Processors in respect of Returned Messages and
adjustments  will  be charged to Customer through an allocation: (i) to Customer
to  the extent that such deduction can be solely attributed to Customer based on
data  provided  to  ACI  by the applicable B&C Processor; or (ii) pro rata among
Customer  and  other  customers of ACI if such deduction cannot be attributed to
specific  customers.  Pro  rata  allocations of any such deduction in accordance
with  the  foregoing  will  be  calculated  based  on  the  amount of Customer's
deductions  solely  attributed to Customer (as defined above) as a percentage of
all deductions solely attributed to all ACI Customers during the period to which
such  deduction  relates  or  such  other  method  as ACI determines in its sole
discretion  is  appropriate  based  on  empirical  data  available  to  ACI.

(f)     Bad  Debt  Reconciliation  and  Allocation.

          (i)  Reconciliation.  ACI  will,  as  provided  in  the B&C Contracts,
periodically  reconcile  the amount withheld by each B&C Processor for bad debts
with  the  actual amount of bad debts incurred by such B&C Processor (a "True-Up
Reconciliation"). The determination of whether a bill has become a bad debt will
be  made  by each B&C Processor. ACI will advise Customer of the results of such
Reconciliation.

          (ii)  Pro  Rata Allocations. If any Reconciliation results in a refund
to  ACI  of amounts previously deducted by such B&C Processor (a "Refund"), and,
based  on data provided to ACI by the applicable B&C Processor, ACI is unable to
detennine  the  amount  of such Reconciliation directly attributable to specific
customers,  then  the  Refund will be remitted pro rata among Customer and other
customers  of  ACI.  Customer's  share of any such Refund will be applied in the
following  order:  (i)  as an offset against any amounts owed by Customer to ACI
pursuant to this Agreement; and (ii) as a cash payment to Customer within thirty
(30)  days  after  the  receipt  of  the  Refund  by  ACI.

          Likewise,  if  any  Reconciliation  results  in  a  deduction  in  the
Remittance  paid  to  ACI in addition to amounts previously deducted by such B&C
Processor  (a "Deduction"), and, based on data provided to ACI by the applicable
B&C  Processor,  ACI  is  unable  to determine the amount of such Reconciliation
directly  attributable  to  specific customers, the amount of any such Deduction
will  be  charged  to  Customer through a pro rata allocation among Customer and
other  customers  of  ACI.


                                       27
<PAGE>
          Pro rata allocations of any Refund or Deduction in accordance with the
foregoing  will  be  calculated  based  on  either:  (x)  the  amount of revenue
represented  by  the  call records submitted by ACI on behalf of Customer to the
applicable  B&C  Processor  during  the period to which such Refund or Deduction
relates  compared to the total revenue represented by all call records submitted
by  ACI  on  behalf  of  all  of its customers to such B&C Processor during such
period;  or  (y)  such  other method as ACI determines in its sole discretion is
appropriate  based  on  empirical  data  available  to  ACI.

          Customer-Specific  Allocations.  Notwithstanding  the  foregoing,  if,
based  on  data  provided to ACI by the applicable B&C Processor, ACI is able to
directly  attribute  the amount of any such Reconciliation to its customers on a
customer-by-customer  basis,  then  ACI  will  charge  to Customer, or refund to
Customer,  the  applicable  amount  attributable to Customer as a result of such
Reconciliation.  The  amount of any such refund will be applied in the following
order:  (i) as an offset against any amounts owed by Customer to ACI pursuant to
this  Agreement  and  (ii) as a cash payment to Customer within thirty (30) days
after  the  receipt  of  such  refund  by  ACI.

3.     Taxes

     (a)  Federal,  State,  and  Local Taxes. ACI will use reasonable efforts to
cause the B&C Processors, to the extent that the following services with respect
to  the calculation of certain taxes are available from such B&C Processors, (i)
to calculate all taxes applicable to each Message (the "B&C Processor-Calculated
Taxes"),  (ii)  to  furnish  the  information  relating  to  such  B&C
Processor-Calculated  Taxes  to ACI, and (iii) to bill the End Users for all B&C
Processor-Calculated  Taxes and to the extent that such services with respect to
the  calculation  of  Foreign  Intrastate  Taxes  are  available  from  such B&C
Processor, Foreign Intrastate Taxes. ACI will calculate Foreign Intrastate Taxes
for  those  B&C  Processors that are capable of receiving Foreign Intrastate Tax
calculations  from ACI. Customer acknowledges and agrees that ACI is acting only
as  Customer's agent with respect to arranging for the billing and collection of
taxes.  To  the extent that any B&C Processor: (A) does not provide services, or
that  ACI does not provide such services, with respect to the calculation of the
B&C  Processor-Calculated  Taxes;  or  (B)  is  not capable of receiving Foreign
Intrastate  Tax  calculations  from  ACI,  Customer  will be responsible for the
calculation  of  such  taxes  hereunder.

     (b)  B&C Processor Responsibilities. ACI will have the authority, on behalf
of  Customer,  to  authorize  the  B&C  Processors:  (i)  to  calculate  the B&C
Processor-Calculated  Taxes  in  the same manner as the B&C Processors calculate
taxes  for their end users; (ii) to bill and collect Foreign Intrastate Taxes as
calculated and processed by ACI; and (iii) to establish the tax exempt status of
End  Users  in  the  same manner as the B&C Processors establish such status for
their  end  users.


                                       28
<PAGE>
     (c)  Payment  of Taxes. Based solely upon the information received from the
B&C  Processors  with  respect  to the B&C Processor-Calculated Taxes billed and
collected  by  the  B&C  Processors,  ACI  will, on behalf of Customer and other
subscribers  of  ACI,  prepare  and  file in a timely manner with the applicable
taxing  authorities  all returns covering the B&C Processor-Calculated Taxes and
ACIcalculated Foreign Intrastate Taxes and will, on behalf of Customer and other
subscribers of ACI, pay promptly and in full all of the B&C Processor-Calculated
Taxes  and  ACI-calculated  Foreign  Intrastate  Taxes  collected  by  the  B&C
Processors  from  End  Users  to  the  appropriate  taxing  authorities.

     (d)  Liability.  Customer  acknowledges  and  agrees  that ACI will have no
liability  whatsoever  to Customer if. (i) the B&C Processors fail to calculate,
or  incorrectly  calculate,  the  B&C  Processor-Calculated  Taxes; (ii) the B&C
Processors  fail  to  furnish  the  information  relating  to  the  B&C
Processor-Calculated  Taxes  to  ACI;  (iii) the B&C Processors fail to bill, or
incorrectly  bill,  the End Users, (iv) the B&C Processors fail to establish the
tax  exempt  status  of  End  Users  in  the  same  manner as the B&C Processors
calculate  taxes  or establish the tax exempt status for their End Users; or (v)
ACI  miscalculates any End User's Taxes whether resulting from the use by ACI of
inaccurate  or  incomplete  tax  or  End  User information supplied to ACI by or
through  Customer, or a third party or otherwise, including, but not limited to,
the  tax  status  of  an  End  User  or  the applicable tax rates. Customer will
indemnify and defend ACI and will hold ACI harmless from and against any and all
claims,  actions,  damages,  liabilities,  costs and expenses, including without
limitation reasonable attorneys' fees and expenses, that are asserted against or
incurred by ACI as a result of or in connection with any of the matters referred
to  above.

4.     Bulletin  Board

     (a)  Bulletin Board Syste . In connection with the provision of services by
ACI  pursuant to this Agreement, ACI shall provide Customer with access to ACI's
proprietary  Bulletin  Board  System  (the  "Systern")  for  the  purpose  of
electronically  transmitting  certain  data  to  ACI and otherwise communicating
electronically  with  ACI, and Customer is required to use such System. ACI will
provide  Customer  with  access to the System, and Customer will comply with the
terms  and  conditions  relating to such access, as described in Attachment 1 to
this Schedule 3.01 and in accordance with the other terms and provisions of this
Agreement.

     (b)  Confidential  Information.  Customer  agrees and acknowledges that, as
between Customer and ACI, information available through use of the System, other
than  Customer Data, constitutes confidential and proprietary information of ACI
subject  to  the restrictions on disclosure thereof set forth in Section 6.03 of
this  Agreement.  In  addition  to such obligations, Customer agrees to hold any
user  identification codes and/or passwords provided to Customer for the purpose
of utilizing the System in strict confidence and Customer will not disclose such
codes and/or passwords to any other Person except employees of Customer who have
a  need to know such codes and/or passwords. Customer hereby agrees to indemnify
and  hold  harmless  ACI, its employees, agents, representatives, directors, and
officers  from  any and all losses, liabilities, costs, and expenses (including,
without  limitation,  reasonable  attorneys' fees and expenses) arising from, or
relating  to,  Customer's  failure to comply with the provisions of this Section
4(b)  of  Schedule  3.01.


                                       29
<PAGE>
                          ATTACHMENT 1 to SCHEDULE 3.01
                                       of
                     Billing and Related Services Agreement

BULLETIN  BOARD  SYSTEM:  TERMS  AND  CONDITIONS

Attachment  1  to  Schedule  3.01  Bulletin  Board  System: Terms and Conditions

1.  General.  In  general,  the  System  will  permit  Customer  to  either: (a)
electronically  transmit  data  to  or  from ACI; or (b) electronically transmit
E-Mail  messages  to or from ACI or other designated customers of ACI by dialing
into  the  ACI  network  from  remote  stations.

2.  Customer  Use of System; Data. Customer will be solely responsible for being
proficient  in  the  use  of  the System and following such procedures as may be
required  by  ACI  from  time  to  time  for use of the System. Customer will be
responsible  for  its  data  and  material  while  such data and material are in
transit  to  or  from ACL ACI may refuse to process, and may return to Customer,
any  materials  or  data  that  in  Affs  opinion:  (a)  are not of a quality or
condition  suitable  for  processing;  (b)  do  not  comply with Affs applicable
standards  and  procedures;  or  (c) are otherwise not in machine-readable form.
Customer  will  be  responsible  for correcting rejected data and submitting the
same  for  reentry.

3.  Dial-Up  Lines;  User  Identification  and  Password. ACI will establish and
maintain  telephone  number(s) to be utilized by Customer in connection with use
of  the  System.  ACI will also provide to Customer a unique user identification
code  and  password  to  be  used  by  Customer  when  accessing  the  System.

4.  Equipment.  Customer  will  be  solely  responsible  for the acquisition and
maintenance  of  any  hardware,  software,  or  other  materials  (collectively,
"Equipment")  required  by Customer for the purpose of utilizing the System. Set
forth  below  is a list of hardware and software recommended by ACI for use with
the  System:

- -  IBM  or  EBM  Compatible  233  MHz  Pentiume  (minimum)

- -  32MB  of  RAM  or  higher

- -  Hard  disk  drive  with  a  minimum  of  I  GB  of  spare  storage  space

- -  VGA  or  Super  VGA  color  monitor

- -  Mouse

- -  Modem  with  at  least  28.8Kb  speed  (33.6  recommended)

- -  LaserJeta  Printer  or  equivalent

- -  DOS  Version  5.0  or  above

- -  Microsoft  Windowse  Version  3.1  or  above,  Windows  950  or  Windows  NTO

- -  ProComin  Pluse  (Windows  version  recommended)

- -  Infornakere,  Version  6.5  (Required  for  optional  custom  reports)


                                       30
<PAGE>
     Customer represents and warrants to ACI that any Equipment used by Customer
in  connection  with the System will not impair the System or interfere with the
performance  thereof.  Upon  notice from ACI that any Equipment is causing or is
likely to cause such interference, Customer will promptly remove or replace such
Equipment  so  that  such interference will not occur. ACI reserves the right to
require  that  all Equipment be approved in writing by ACI prior to use with the
System.

5.  Availability  of  System. The System may be accessed by Customer during such
time  periods as ACI may designate from time to time. Customer acknowledges that
the  System  may  not  be available for access on occasion due to performance of
maintenance  on  the  System.

6.  Functionality  of  System. Customer acknowledges that the performance of the
System is subject to the functionality of the System from time to time and that,
while ACI may in its sole discretion determine to upgrade or enhance the System,
ACI  is  under  no  obligation  to  do  so.


                          ATTACHMENT 2 to SCHEDULE 3.01
                                       of
                     Billing and Related Services Agreement

LICENSED  PROGRAM:  CONDITIONS  AND  RESTRICTIONS

Attachment  2  to  Schedule  3.01  Licensed Pro2ram: Conditions and Restrictions

1.     Grant  of  License  to  ProAct

     (a)  Licensed  Projzra . During the Term, ACI hereby grants to Customer and
Customer  hereby  accepts from ACI, a non-exclusive, non-transferable license to
use  one  copy, in object code form, of the management reporting system software
known  as  ProAct  and  related  user  documentation  (the  "Licensed Program").
Customer  agrees to comply with the obligations and restrictions relating to the
Licensed Program as described herein, and in accordance with the other terms and
conditions  of  this  Agreement.

     (b)  Ownership  of  Licensed  Progra  .  The  Licensed  Program consists of
valuable  trade  secrets of ACI and is and will remain ACI's exclusive property.
Customer  agrees  to  notify  ACI  promptly  of  any  unauthorized  disclosure,
possession  or use of the Licensed Program. If the Licensed Program, in whole or
in  part,  comes into the possession of any unauthorized third party as a result
of  a  breach  by  Customer of any provision of this Agreement, Customer will be
responsible  for  retrieving  the Licensed Program at Customer's own expense and
will  reimburse  ACI  for whatever reasonable expenses ACI incurs if ACI assists
Customer  in  such  efforts.

2.     Restrictions.

     A license to the Licensed Program is granted to Customer only in accordance
with  the  terms  and  conditions contained in this Agreement and subject to the
following  restrictions:

     (a)     Customer will be permitted to copy the Licensed Program for its use
in  accordance  with  this  Agreement  and  for  backup  purposes.


                                       31
<PAGE>
     (b)  Customer acknowledges and agrees that the Licensed Program constitutes
confidential  and proprietary information of ACI, and Customer will maintain the
Licensed Program in strictest confidence and will provide access to the Licensed
Program  solely  to  its employees requiring such access. Customer will instruct
those  employees  that  the  Licensed  Program,  and all components thereof, are
proprietary to, and the trade secrets of, ACI and are subject to Section 6.03 of
this  Agreement.

     (c) Customer will not, and will not permit its employees or agents to sell,
assign,  lease,  license,  sublicense,  or  otherwise  transfer  or  provide the
Licensed  Program,  or any component thereof, rights therein, or access thereto,
to  any  other  party  for  any  purpose.

     (d)     Customer  will not remove, alter, or deface any copyright notice or
proprietary  marking  contained  on  or  in  the  Licensed  Program or any copy.

     (e) Customer will not modify the Licensed Program or combine it or merge it
into  any  other  program.  All  modifications  and  derivative  versions of the
Licensed  Program,  even  though unauthorized, will be the exclusive property of
ACI.
      (f)     Customer  will not de-compile, disassemble or reverse engineer the
Licensed Program or create, recreate or attempt to create or recreate the source
code  or  other  aspects  of  the  Licensed  Program.

3.     Customer's  Responsibilities  Related  to  the  Licensed  Program.

     Customer  will be solely responsible for the acquisition and maintenance of
all  hardware,  software  or  other  materials  required to utilize the Licensed
Program.  Customer accepts responsibility for: (i) the selection of the Licensed
Program;  (ii)  the  installation  of the Licensed Program; (iii) the use of the
Licensed  Program;  and (iv) the results obtained from the Licensed Program. ACI
does  not  warrant  that  the  operation  of  the  Licensed  Program  will  be
uninterrupted  or effor-free. Customer acknowledges and agrees that the Licensed
Program  is  provided  by  ACI  hereunder  "as  is"  and  without  warranty.

4.     Licensed  Program  Support.

     During  the Term, ACI will provide the following support in connection with
the  Licensed  Program:

     (a)  Telephone  Sgpport. ACI will provide telephone support to Customer for
requesting operational assistance as it relates specifically to installation and
operation  of the Licensed Program application (excluding any hardware or system
environment  problems  or  operation  problems  related  to  Customer's business
processes)  during regular business hours (8:00 a.m. to 5:00 p.m. Pacific Time),
Monday  through  Friday  (excluding  Affs  holidays).

     (b)  Routine  Maintenance. ACI will provide to Customer maintenance support
which will consist of the repair or replacement of the Licensed Program so as to
correct  any  replicable  defect  or  error  in its functioning which causes the
Licensed  Program  to  fail  to conform in all material respects to the Licensed
Program  documentation.  Any other modifications to the Licensed Program will be
provided  by  ACI  as  an  Additional  Service  pursuant  to  Section 3.03. As a
condition  to  ACI's  maintenance  obligation,  Customer  must notify ACI of the
defect  or  error in sufficient detail to permit the identification, replication
and  correction  thereof.


                                       32
<PAGE>
     From  time  to  time,  ACI  may,  in  its  sole  discretion,  make updates,
improvements  or  changes to the Licensed Program which may be made available to
Customer  in  separate  releases to the Licensed Programs; provided however, ACI
has  no  obligation  to  make  any  such  updates,  improvements  or  changes.


                                  SCHEDULE 3.02
                                       of
                     Billing and Related Services Agreement

BILLING  RELATED  SERVICES

Schedule  3.02  Billing  Related  Services

1.     Inquiry  Services.

     (a)  During the Term, ACI may determine, in its sole discretion and in lieu
of  inquiry  services  provided  by  one or more B&C Processor, to (a) establish
toll-free  telephone  numbers  to be used by End Users for the purpose of making
inquiries  regarding  charges for Billable Messages reflected on bills issued by
such  B&C Processors and (b) provide operators to assist End Users in connection
with  such  inquiries  (collectively,  the "Primary Inquiry Services"). Customer
acknowledges  that  ACI's  election  to provide Primary Inquiry Services will be
made  on  a  B&C  Processor-by-B&C Processor basis and will include all Billable
Messages  sent  to that B&C Processor by or through Customer and other customers
of  ACI.  To  the  extent  that  ACI  determines to provide such Primary Inquiry
Services,  ACI  will make available such quantity of toll-free telephone numbers
as  ACI  deems  necessary  for  use  by  End  Users in connection with inquiries
regarding charges for services that were rendered by Customer and transmitted by
ACI  to  a  B&C  Processor  and  will  instruct  each B&C Processor to refer all
inquiries  from  End  Users  to  such  toll-free  telephone  numbers.

          In  connection with any Primary Inquiry Services that ACI may provide,
ACI  will  establish and maintain written guidelines that describe the manner in
which  ACI  will respond to End User inquiries, including without limitation the
manner  in  which  credits or other appropriate adjustments are to be made, with
such  supplements and amendments as may be necessary from time to time. ACI will
provide  Customer  with a copy of such written guidelines and any supplements or
amendments  thereto  upon  Customer's  request.  ACI  will  be  responsible  for
responding  to  all End User questions and problems related to Billable Messages
and will provide appropriate credits and adjustments, all in accordance with the
procedures that it establishes. ACI will promptly notify Customer of all credits
and  adjustments  issued by ACI on behalf of Customer. Customer will designate a
service  representative  who  will  cooperate  with  ACI  to  the fullest extent
possible  in  resolving  any  questions  or  problems.

     (b)  Upon  the  written  request of Customer in connection with any Primary
Inquiry  Services  that  ACI  provides,  ACI,  in  its  sole  discretion,  may
automatically transfer End User inquiries to Customer's call center for handling
by  Customer,  provided Customer complies with the following with respect to the
handling  of  all  such  End  User  inquiries:


                                       33
<PAGE>
          G)  Customer  must  maintain  a  toll-free  customer service telephone
number  to  handle all End User inquiries which are automatically transferred to
Customer's  call  center;

          (ii) All End User inquiries must be handled only by live operators and
not  by  message  machine  or  other  devices,  at a service level that meets or
exceeds  parameters  set  from  time  to  time  by  ACI;

          (iii)  ACI  has the right at any time and from time to time to monitor
calls  to  verify  that  End  User  inquiries are being handled appropriately by
Customer's  call  center;

          (iv)  ACI  will  handle  all End User credits or other adjustments and
Customer  will,  within  three Business Days of the End User inquiry, provide to
ACI  all  information  necessary  for  ACI  to  provide such End User credits or
adjustments  in  accordance with its established procedures. All such credit and
adjustment  information  will  be  provided  to ACI in a format approved by ACI.
Customer  agrees  that  it will not issue End User credits or adjustments of any
type  in a manner other than stated above in this Schedule 3.02, Section(b)(iv);

          (v)  Customer  will  be  responsible  for  providing  to  ACI  updated
subscriber  account  information (name, address, service type, etc.) in a format
approved  by  ACI, on a regular basis as determined by ACI; but in no event less
than  monthly;  and

          (vi)  Customer  acknowledges that the determination of ACI to transfer
End  User  inquiries  to  customer  will  be  made  on a customer identification
number-by-custorner  identification  number basis and will include all inquiries
related  to  any  such  customer  identification  number.

     Notwithstanding anything above in this section to the contrary, ACI may, in
its  sole  discretion  and at any time, discontinue the transferring of End User
inquiries  to  Customer's call center if Customer fails to satisfactorily handle
any  End  User  inquiry. The transfer of End User inquiries to Customer does not
abridge  Affs  right to issue End User adjustments or credits in accordance with
its  established  procedures.

2.     Complaint  Processing  Services.

     ACI will process regulatory and legislative complaints relating to Customer
(the "Complaint Processing Services") as described in this Section 2 of Schedule
3.02.  The  Complaint  Processing  Services  consist  of  the  following:

     (a)     Logging  and  tracking  complaints  by  type  for  the  purpose  of
identifying  and  alerting  customers  regarding existing or potential problems;

(b)     Retrieving  call  details  and  adjustment  histories  for  carrier
identification;

     (c)     Generating  letters  to  consumers  or  inquiring  federal or state
agencies  acknowledging  receipt  of  complaints  and identifying carriers, with
copies  to  all  relevant  parties;  and

(d)     Providing carriers with all of the foregoing information for resolution.

     (e) Upon complaint resolution by carriers, generating letters acknowledging
responses  from  carriers to consumers and/or inquiring agencies, commissions or
legislative  bodies,  with  copies  to  all  relevant  parties.


                                       34
<PAGE>
                                  SCHEDULE 3.03
                                       of
                     Billing and Related Services Agreement

ADDITIONAL  SERVICES

Schedule  3.03  Additional  Services

Service     Charge
LOCATION  LOOKUP  FEATURE                        No  Charge
ACCOUNT  LOOKUP  FEATURE                         No  Charge
SUB-CARRIER  IDENTIFICATION  CODE  (Sub-CIC)     $3,500  Each
Set
     UP
CUSTOMER  IDENTIFICATION  NUMBER                 $  100  Each  Set Up
ON-SITE  CUSTOMER  TRAINING                      Actual  travel and
                                                 actual  out-of-pocket expenses.

PROFESSIONAL  SERVICES  [I  Hour  Minimum]     $  1501Ho


                                  SCHEDULE 3.04
                                       of
                     Billing and Related Services Agreement

SAFEGUARDING  AND  RETENTION  OF  CUSTOMER  DATA

Schedule  3.04  Safe2uarding  and  Retention  of  Customer  Data

1.     Retention  Schedule.

     ACI  will  store  any  Customer  Data  that  is  sent off-site for disaster
recovery  purposes  in  a  protected  vault  for  up  to  one  year.

2.     Off-Site  Data  Storage.

     The  off-site  storage  facility  will  employ  security  and environmental
protection  systems  that guard against theft and fire and that control humidity
and  temperature.


                                       35
<PAGE>
3.     Facility  Security.

     ACI  will  perform the Billing Services at locations that employ controlled
access systems and alarm systems that guard against theft, fire, heat and water.

4.     Contin2ency  Plan.

     ACI  will  maintain  an up-to-date contingency plan to facilitate continued
processing  of Billable Messages in the event of a catastrophe or other event of
natural  force majeure or in the event of single processor failure within an ACI
data  center  or  the  failure  of  the  entire  ACI  data  center.


                                       36
<PAGE>
                                  SCHEDULE 4.01
                                       of
                     Billing and Related Services Agreement

TERM  AND  COMPENSATION  TO  ACI

Schedule  4.01  Term  and  Compensation  to  ACI

1.     Billine  Services  Charges.

     (a)     Svecial  Service Message Fee. The Special Service Message (SSM) fee
will  apply  to  all  billable  SSMs.  This  fee will be calculated based on the
average  revenue  per  transaction  of  all

SSMs  processed  within  a  calendar  month.

     Average End-User Charge Per Message              Per  Message  Fee
     $00.01  -  10.00                                       1.5%
     $10.01  -  20.00                                       1.7%
     $20.01  -  30.00                                       2.0%
     $30.01  -  40.00                                       2.4%
     $40.01  -  50.00                                       2.8%
     $50.01-                                  Fee to be established by ACI on an
                                              individual case basis



Special  Service  Message  Approval  Process  and          $1,000
Irnplementation.  (First  Charge  Phrase).
Implementation  fee  for  each  charge  phrase               $500

By way of example, and for informational purposes only, if the average amount of

',,rocess  "and




each  charge  to  the End-User is $10.00, the charge as calculated in accordance
with  the  above  table  would  be  as  follows:

SSM  Processing  Fee/message:                 $00.15
Billing  and  Collection  Fee:                  IQQM

Total  Billing  Services  Charge/message:     $00.15

     (b)  Minimum  Message  Reguirement.  Notwithstanding  Section  l(a) of this
Schedule  4.0  1,  Customer will submit to ACI for processing hereunder not less
than  the  amount  reflected in the table below for the applicable period of the
Term  (the  "Minimum  Requirement"):

YP.Net,  Inc.                                     34

Period  Following  Services  Commencement  Date     Minimum  Requirement

Months  I  -  36                                   $1,000     Per  Month

Each  Month  Thereafter                            $1,000     Per  Month

     (c)  Excess  Rejected  Messages.  The  service  charges reflected above are
applicable  only to Billable Messages; if, however, more than two percent of the
Messages  submitted  by  Customer  and  its Clients to ACI during any particular
month  are  Rejected Messages, and such Rejected Messages are deemed as such due
to errors or ornissions of Customer and/or its Clients, Customer will pay to ACI
for  each  such  Rejected  Message  an amount equal to the charge for a Billable
Message  set  forth  in  Section  1  (a)  of  this  Schedule  4.0  1.

2.     Inouiry  Services  Charges.

     Customer  will  pay  ACI  $4.25  (plus  any  applicable  charge  of the B&C
Processor)  for  each  inquiry  handled  by  ACI  in  respect of Special Service
Messages.  Such  charges are subject to adjustment from time to time by ACI upon
60  days'prior  notice  to  Customer.

     With  respect  to each End User inquiry that ACI automatically transfers to
Customer's  call  center  for  handling by Customer pursuant to Section I (b) of
Schedule 3.02, Customer will pay ACI a fee of $50. With respect to each End User
Inquiry  that  ACI  manually transfers to Customer's call center for handling by
Customer,  Customer  will  pay ACI a fee of $1.50. With respect to each End User
inquiry  that  ACI refers (by giving the End-User Customer's toll-free telephone
number)  to  Customer's  call center for handling by Customer, Customer will pay
ACI  a fee of $ 1.00. In addition, Customer will pay ACI a fee of $0.35 for each
credit  or  adjustment  request submitted to ACI by Customer in ACI's prescribed
electronic format. A one-time set-up fee of $200 will be charged upon initiation
of  service  and  again  anytime  a  change  or  addition  is  requested.


                                       37
<PAGE>
3.     Complaint  Processina  Charges.

     With  respect  to  each  legislative  or regulatory complaint for which ACI
provides  Complaint  Processing  Services,  Customer  will pay ACI the amount of
fifty  dollars  ($50.00)  plus  any  out-ofpocket  expenses  incurred  by ACI in
connection with providing the Complaint Processing Services. Charges due ACI for
Complaint Processing Services are subject to adjustment from time to time by ACI
upon  sixty  (60)  days'  prior  notice  to  Customer.

4.     Calculation  of  B&C  Processor  Fees.

     Special  Service  Messaaes. During the Term of the Agreement, provided that
the  number  of  Customer's Billable SSMs per month is equal to or more than 1.5
per LEC per End User telephone bill, each B&C Processor's charges for processing
Billable  SSMs  will  be  calculated  to reflect the Customer's actual number of
Billable  SSMs  per  bill  per  B&C  Processor.

     By way of example, if the Ameritech number of Billable Messages per bill is
1.4,  then  the  B&C  Processor  charge  will  be  calculated  as  follows:

@  1.4  Billable  Messages  per  bill     =  $0.400  Render  fee
1.4  Messages  x  .  10  Processing  Fee  =  $0.140  Message  Processing  Fee

                                          =  $0.540  Total  Fee  therefore;

B&C  Processor  Fee                       =  $0.3857  per  Message
Data  Transmission  Fee                   =  $0.0045  ver  Messaae
                                          =  $0.3902  Total  Fee  per  Message

     If  the actual number of Billable SSMs per bill is less than 1.5, or if the
B&C  Processor  does  not provide a discount calculated in the foregoing manner,
each  B&C  Processor's  charges  passed through to Customer will be equal to the
average  charge  for  all  similar  customers  processing  0+ Billable Messages.

     Notwithstanding  anything  in  this  Section 4 to the contrary, in no event
will the B&C Processor's charges passed through to Customer be less than the fee
paid  by  ACI  to  such  B&C  Processors.




                                       38
<PAGE>
                                  SCHEDULE5.01
                                       of
                     Billing and Related Services Agreement

CUSTOMER  BILLING  OBLIGATIONS

Schedule  5.01  Customer  Billing  Obligations

1.     Billing  Obligations.

     (a)  Preliminary Processing and Delivery of Messages. Customer will acquire
Message data and will perform all of the preliminary processing of the Messages,
which  will include ensuring that the charge for each Message has been computed,
arranging  Message  data  in  the  Approved  Message  Format  and  providing the
applicable  batch control totals, including the total number of Messages and the
total  dollar  amount  of  the  charges  per  submission. After such preliminary
processing  has been completed, Customer will, at Customer's expense, deliver to
ACI  the  Message  data  in a form or manner that is determined by ACI Software.
Customer  acknowledges that ACI will have no obligation to accept for processing
any  Message  data  that  does  not  conform  to  the  Approved  Message Format.

(b)     Singular  Billing.  With  respect  to  the  Message  data  submitted  by
Customer,  ACI  will  be  the  sole, exclusive billing service provider for such
Message  data,  and  no  Message data submitte will be for-wa+ded to, billed by,
Qistempr-  Ar-  any  other  billing  agent  or  clearinghouse.

     (c) Tariff Information and Rate Tables. Upon request, Customer will provide
ACI  with  copies:  (i)  of  all  effective  tariffs  filed  by  Customer  with
Governmental Authorities; and (ii) of its current rate tables, in each case with
such  supplements  and  amendments  as  may  be  necessary  from  time  to time.

     (d)  Charges and Assessments. Customer will be responsible for, and will be
obligated  to  pay:  (i)  any  charges  or assessments by any B&C Processor as a
result  of uncollectible charges for Messages billed, including any amounts owed
if  the  amount  of  uncollectible  charges  exceeds  the amount of the bad debt
withholding;  (ii)  any  charges  or  assessments  by  any  taxing  authority or
Governmental Authority as a result of the nonpayment of Taxes by Customer; (iii)
all costs and expenses related to each item that is to be provided by or through
Customer  pursuant  to this Agreement and for which the financial responsibility
has  not  been  expressly  assigned  to  ACI;  and  (iv)  any  other  charges or
assessments owing by ACI for which Customer has agreed to indemnify ACI pursuant
to  this  Agreement.

2.     Taxes.

     (a)  Customer  Calculated  Taxes.  Customer  will be solely responsible for
calculating,  and advising ACI with respect to any Taxes that are not calculated
by  ACI  as  described  herein  ("CustomerCalculated  Taxes").

     (b)  Tax  Returns.  Customer  will  be solely responsible for preparing and
filing  in  a  timely  manner  with  the  applicable  taxing  authorities  and
Governmental  Authorities all returns covering Customer-Calculated Taxes and for
promptly  paying  in  full  and  remitting  to  such  taxing  authorities  and
Governmental  Authorities  all Customer-Calculated Taxes owed. At the request of
ACI  from time to time, Customer will provide ACI with copies of any and all tax
returns  that  Customer  has prepared and filed and other applicable information
relating  to  the  payment  of  the  Customer-Calculated  Taxes;  provided,


                                       39
<PAGE>
YP.Net  B&C  092001     1  ,
lals
Draft  Date:  10/1/2001


Initials

however,  that Customer will not be required to provide ACI with any information
regarding  Customer's  federal, state or local income taxes. Notwithstanding the
foregoing,  Customer  will not be deemed to be in breach of this Section 2(b) if
it  is  contesting in good faith the imposition of any unpaid CustomerCalculated
Taxes  in  appropriate  administrative  or  judicial  proceedings.



                                  SCHEDULE 5.07
                                       of
                     Billing and Related Services Agreement

REPRESENTATIONS  AND  WARRANTIES

Schedule  5.07  Representations  and  Warranties

Customer  represents  warrants,  covenants  and  agrees:

1.     Customer  does  not  and will not engage in unfair and/or deceptive trade
practices.

     2.     Customer  does  not  and  will  not  make  false  or  misleading
representations  about  its  products  and/or  services.

     3.  Customer will submit to ACI for billing only those products or services
that  directly pertain to a properly consenting End User's own telephone line or
number.  Without  limiting  the  foregoing,  Customer will not submit to ACI for
billing  any  services  or  products  relating  to  each  of  the  following, or
combination  thereof:

a)     Box,  sweepstakes  or  contest-type  entry  forms.

b)     Negative  option  sales  offers,  including  negative option "free trial"
periods.

C)     800  number  pay  per  call.

d)     Collect  call  back.

e)     Phantom  billing  -  or  billing  for  calls  or services never provided.

          f)  Club  or  membership  fees (including, but not limited to psychic,
sports,  prescription  and/or  travel  card  clubs).

     4.  For each new End User after the Effective date, prior to submitting for
billing  any  records  in compliance with the above, each order or request for a
program,  product  or  service so billed will be authorized by the End User, and
confirmed,  by  one  of  the  following  methods,  subject  to  applicable  law:


                                       40
<PAGE>
     a)  hidependent  Third  Party Verification provided by an entity completely
separate  and  not  affiliated  with Customer or any of its owners, officers, or
employees;  compensation  to  the  independent  entity  will not be based on the
number  of  positive  authorizations  or  sales.

b)     Letter  of  Authorization  or  sales  order.

C)     Voice  recording  of  telephone  sales  authorization.

5.     Any  authorization  and  confirmation noted in Section 4 above will, at a
minimum,  contain

the  following:

a)     The  date.

b)     The  name,  address  and  telephone  number  of  the  End  User.

C)     Assurance  that  the  End  User  is  qualified  to  authorize  billing.

d)     A  description  of  the  product  or  service.

e)     A  description  of  the  applicable  charges.

          f)  An  explicit  End  User  acknowledgement  that the charges for the
product  or  services  will  appear  on  their  next  telephone  bill.

g)     The  acceptance  by  the  End  User  of  the  offer.

6.     In  addition,  authorization  verified by an independent third party must
include:

          a)  An  initial  statement that the purpose of the verifications is to
confirm  the  consumer's  intention  to  accept  the  sales  offer.

          b) A statement that the service provider is not affiliated with a LEC,
where  there  is  no  affiliation.

C)     A  unique  consumer  identifier.

d)     A  review  by  third party personnel of the entire verification where the
verification

is  automated.

e)     An  independent  third  party  verifier must meet the following criteria:

(i)     It  must  be  completely  independent  of  the  service provider and the

telemarketer.

(ii)     It  must  not  be owned, managed, controlled or directed by the service
provider  or  the  telemarketer.


                                       41
<PAGE>
(iii)     It  must  not  have  any  financial incentive in the completion of the
sale.

(iv)     It  must  operate  in  a  location physically separate from the service

provider  and  the  telemarketer.

7.     If  requested,  Customer  shall  supply  to  ACI:

a)     Names  of  officers  and  principals  of  Customer.

b)     Proof  of  corporate  or  partnership  status  of  Customer.

C)     Copies  of  certifications  as  required.

d)     Foreign  corporation  filings  as  required.

          e) Any information regarding whether Customer or its affiliates and/or
its  officers  or  principals have been subject to prior conviction for fraud or
have  had  billing  services  terminated.

          f)  That  any  tariffs  of  Customer  be  made  available  on request.

          g)  The names, addresses, officers and principals of any telemarketing
companies  to  be  used  by  the  service  provider.

          h)  The  names,  addresses, officers and principals of any third party
verification  companies  to  be  used  by  the  service  provider.

     8.     If requested Customer shall provide to ACI for each of its products,
and/or  services  or  programs  for  which  services  are  billed:

a)     Marketing  materials.

b)     Advertisements  (print  or  other  media).

     C)     Applicable  fulfillment  package  (which  must  include cancellation
information if not included elsewhere and a toll free customer service telephone
number).

d)     Scripts  for  both  sales  and  verification.

e)     Honest,  clear,  and  understandable  text  phrase  for  telephone  bill.

f)     Prior  notification  of  any  material  change  in the above information.

9.     Messages  submitted  to  ACI  for  billing:


                                       42
<PAGE>
     a)  Strictly  meet and/or adhere to the requirements of all federal, state,
and  local  laws,  rules  regulations,  ordinances,  orders,  and/or  judgments,
including but not limited to those of the Federal Communications Commission, the
Federal  Trade  Commission,  and  any state Public Service[Utility Commission or
attorney  general;

          b)  Strictly meet and adhere to the requirements of any policy of ACI,
B&C  Processor  or  Laws;

          C)  Is  the valid, legally enforceable and unconditional obligation of
the  Person  who  is indicated by Customer to be obligated on such a Message for
products  and/or  services  previously  rendered;

          d)  Is  genuine and in all respects what it purports to be, and is not
evidenced  by  a  judgment;

          e) Arises out of the completed delivery of telecommunications services
in  the  ordinary course of Customer's business and in accordance with the terms
and  conditions  of  any  contracts  or  other  documents  related  thereto;

          f)  Is  for  a  specific  amount due and owing so reflected and is not
evidenced  by  a  chattel  paper,  promissory  note  or  other  instrument;

          g) Is not subject to any offset, deduction, or agreement for offset or
deduction, or any defense, dispute, counterclaim, or any other claim, defense or
adverse condition, and is absolutely owing to Customer, and is not contingent in
any respect or for any reason except for matters for which discounts, credits or
allowances are granted by Customer in the ordinary course of business consistent
with  past  practices  which have been reflected on the information submitted to
ACI  for  processing;

          h)  There  are  no facts, events or occurrences that in any way impair
the  validity  or  enforceability  thereof, or tend to reduce the amount payable
reflected  in  a  Message;

          i)  Without  limiting  any  other provisions of the Agreement, the End
User:  (i)  had  the  capacity  to  enter into at the time any contract or other
document  relating  to  such  Message;  and  (ii)  such  End  User  is  solvent;

          j) There is no fact or circumstance which would impair the validity or
collectability  of,  or  the  charges  on,  the  Message, by Customer and/or its
permitted  assignee  or  designee, and there are no proceedings or actions which
are  threatened  or  pending  against  or  on behalf of the End User which might
result  in any material adverse change in the collectability of the charges on a
Message;

          k)  All  supporting documents and other evidence of Messages delivered
to  ACI  are  complete  and correct and valid and enforceable in accordance with
their  terms,  and  all  signatures  and  endorsements  that  appear thereon are
genuine;

          1)  Customer  has the full and unqualified right to submit Messages to
ACI  for  processing;

          in)  Each  message: (i) has not been previously billed or submitted to
any Person other than ACI for billing and collection; (ii) is not subject to any
Liens  or factoring arrangements, except exclusively through ACI; and (iii) does
not  relate  to  services performed more than ninety (90) days prior to the date
said  message  was  received  by  ACI  for  processing;  and


                                       43
<PAGE>
          n)  Such  message  does  not  arise out of services performed for: (i)
Customer;  (ii)  any  subsidiary  or  Affiliate  of Customer; (iii) any End User
located  outside  the  United  States  of  America;  or  (iv)  any  Governmental
Authority,  domestic  or  foreign.

     10.  Customer  nor  its  affiliates,  parents,  subsidiaries,  officers,
directors,  members,  owners,  partners, shareholders (excluding non-controlling
shareholders  for  public  companies), employees, agents, representatives, joint
venturers,  successors  and  permitted  assigns have been convicted of fraud, or
have  had  billing  services  terminated.


                                       44
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>20
<FILENAME>doc21.txt
<DESCRIPTION>INFOUSA, INC.
<TEXT>

                                                                   Exhibit 10.34

infoUSA

                -------------------------------------------------
                                  infoUSA, Inc.
                     Master Database and Services Agreement
                              & Terms & Conditions
                -------------------------------------------------

This agreement (the "Agreement") is entered into this 31st day of July, 2002

between InfoUSA, Inc., a Delaware Corporation, with its principal place of

business at 5711 South 86th Circle, Omaha, Nebraska SS127, and

(hereinafter known as "Customer")           YP.net, Inc., Yellow-Page.net,
                                            ------------------------------------
                                            Simple.net Group,
                                            ------------------------------------
                                            Telco Billing, Inc., BESI
                                            ------------------------------------

with its principal place of business at     4840 E. Jasmine Street, Suite 105.
                                            ----------------------------------
                                            Mesa. AZ 85205
                                            --------------

Phone:                                      480-325-4303
                                            ------------

The parties to this Agreement, in consideration of the mutual covenants set
forth herein, agree as follows.

                                  A. DURATION
                                  -----------
This Agreement, which includes the Terms and Conditions attached hereto and
incorporated by reference herein, is effective from the above date and shall
remain in force for a term of three year(s) (Initial Term), unless otherwise
terminated in accordance with the provisions contained herein. Following the
Initial Term, the Agreement may be renewed for subsequent terms of 1 year each.
As used herein, "Term" shall mean the Initial Term and any renewal term Renewal
shall be automatic unless either party notifies the other of its desire not to
renew at least ninety (90) days prior to the end of the then current Term;
provided, however, that either party may terminate the Agreement immediately in
the event the other party is in default hereunder and fails to cure such default
within forty-five (45) days of written notice from the other party specifying
the nature of such default.

                                   B. PURPOSE
                                   ----------
Customer shall have use of the Licensed Data for marketing to prospects. The
Licensed Data may be used for direct marketing activities, database marketing,
telemarketing, market analysis, or for any other permitted use as described
below. The Licensed Data is for: (check one)       single use/X multiple use. If
                                             -----            -
Customer has multiple subsidiaries and divisions, the use of the Licensed Data
will be limited to me entity or division executing this Agreement. Upon
completion of the authorized use of the Licensed Data, Customer shall delete all
Licensed Data from its database and files, and return all copies of the Licensed
Data to infoUSA and cease any and all use of the Licensed Data.
Other permitted use: None
                     ----

                                C. LICENSED DATA
                                ----------------
infoUSA shall provide to Customer the Licensed Data as specified in Appendix B
attached hereto and incorporated herein by reference.

                                    D. PRICE
                                    --------
For the use of infoUSA's Licensed Data, Customer agrees to pay infoUSA a license
fee as set forth below, plus state sales tax and shipping charges:

     First Year Fee           $65.000.00
                               ---------

     Each Subsequent Year     $65,000.00
                               ---------

Other fee arrangement


The fee shall be due upon receipt of infoUSA's invoice.
                                  E. OWNERSHIP
                                  ------------
infoUSA is the sole owner, copyright holder, or a licensed distributor of all
data covered in this Agreement. Customer acknowledges that ownership in and to
the data licensed under this Agreement remains with infoUSA and that Customer
has no rights of use, ownership, distribution, or transmittal outside the
purposes described in this Agreement. All displays of infoUSA data in print or
electronic media must carry infoUSA's copyright notice as follows: "Data
provided by infoUSA, Omaha, NE, Copyright (c)2001, All Rights Reserved,"

                      F. Affirmative Covenants of Licensee.
                      -------------------------------------
During the Term, Licensee agrees to each of the following (with the more
restrictive applying in the event of a conflict):

(i)      Store the Database in its original form at its primary place of
business, and, upon prior written notice to Licensor, such other places
consistent with this Agreement and not make or permit to be made any other
copies of the Database; provided, however, at each location where the Database
is properly stored, one copy of the Database may be made for back-up purposes;
and provided, further, that upon prior written notice to Licensor setting forth
in reasonable detail the reasons for additional copies, such additional copies
may be made;


InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 1 of 5
<PAGE>
InfoUSA


(ii)      Use the Database in compliance with (a) all federal, state and local
laws, statutes, rules, regulations and ordinances including, without limitation,
the FCRA, (b) all applicable privacy and data protection laws, rules and
regulations, (c) all regulations, rules and policies adopted by Licensor, and
(d) all regulations, rules and policies published by associations or groups in
which Licensor is or becomes a member and to which regulations, rules and
policies Licensor adheres; provided, however, that Licensor shall provide
Licensee with copies of any such regulations, rules and policies and such
regulations currently available and that are published in the future;

(iii)      Require that all marketing efforts, solicitations, advertising copy
and other communications derived either in whole or in part from the Database
(a) not contain any reference to any selection criteria or presumed knowledge
concerning the intended recipient of such solicitation or the source of such
recipient's name and address, (b) be designed such that the recipient of such
communication cannot determine that state title or registration information was
used as an information source; and (c) be in good taste in accordance with
generally recognized standards of high integrity;

(iv)      Restrict its Customers from using telephone numbers or vehicle
identification in any telemarketing script or in the address, envelope or body
of a letter, solicitation, advertisement or the like that is used in a direct
marketing program;

(v)      Use information derived either in whole or in part from the Database
solely for its own marketing programs, decision support purposes or information
services for the purposes set forth in Appendix B;

(vi)      Adhere to the restrictions regarding promotional mailings set forth in
Appendix C.

(vii)      Adhere to the Confidentiality Statement set forth in Appendix A.

                       G. Negative Covenants of Licensee.
                       ----------------------------------
During the Term, Licensee agrees not to:

(i)     make the Database or any portion thereof available in an on-line
environment except by an appropriately secured and encrypted
bulletin board service, tape-to-tape batch transmission, or remote job entry;

(ii)     Use the Database, either in whole or in part, as a factor in (a)
establishing an individual's eligibility for credit or insurance, (b)
connection with underwriting individual insurance; (c) evaluating an individual
for employment or promotions, reassignment or retention as an employee, (d) in
connection with a determination of an individual's eligibility for a license or
other benefit granted by a governmental authority; or (e) in any other manner in
which the usage of the Database or any information contained therein would cause
such information to the construed as a Consumer Report by any regulatory
authority having jurisdiction over Licensor, Licensee or the Database.

H. Notices
- ----------
Notices to either party to this Agreement shall be in writing and shall be
deemed to have been given when sent by certified mail to the below listed
addresses. Invoices shall oe sent to the Customer by first class mail.

infoUSA                                   Customer
Attn: Corporate Counsel                   Attention: Y.P. Net, Inc.
                                                     Don Reiss
S711 South 86th Circle                              ----------------------------
Omaha, NE 63127                           Address:   4840 E Jasmine #110
                                                  ------------------------------
                                                     Mesa, Arizona  85205
                                                  ------------------------------

Appendix es Attached;

Appendix A:     Confidentiality Statement (NDA)

Appendix B:     Business Data

Appendix C:     Services Agreement

Appendix D:     infoUSA Proposal




InfoUSA, inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 2 of 5
<PAGE>
InfoUSA


                              TERMS AND CONDITIONS
I. LICENSE
     infoUSA hereby grants and Customer hereby accepts a nontransferable and
non-exclusive License to use the Licensed Data and updates thereto as more
particularly described in the Agreement attached hereto. The Agreement and these
Terms and Conditions are collectively referred to herein as the "Agreement".

II. DATABASE
     1.      infoUSA shall provide to the Customer a tape or other medium, as
agreed, containing the Licensed Data for Customer's use during the term of the
Agreement.

     2.      infoUSA shall ship the Licensed Data to the Customer within ten
(10) days of receipt of this executed Agreement. Shipment shall be to Customer's
address as described in the Agreement or such other address as Customer may
provide in writing to infoUSA.

     3.      Customer shall have use of the Licensed Data for only the purpose
described in the Agreement.
     4.      Customer shall not use the Licensed Data to create, modify, and or
update lists, directories, or compilations of any kind in any medium, that will
be sold, exchanged, transmitted or provided, whether or not for value, to any
person not employed by the Customer except as specified in the Agreement.
Further, the Customer shall not assign, sublicense, transfer or otherwise
encumber or dispose of any interest in the Licensed Data or the Agreement.
     5.   Customer agrees that it shall take appropriate action with its
employees, by agreement or otherwise, to satisfy its obligations with respect to
the use of the Licensed Data, to protect infoUSA's copyrights and the
restrictions imposed by the Agreement. The restrictions contained within the
Agreement shall survive for a period of three years after the termination of
this Agreement.
III. PAYMENT
     1.   For the use of the Licensed Data, Customer agrees to pay infoUSA a fee
as detailed in the Agreement. Customer also shall pay any shipping or other
charges incurred by infoUSA on the Customer's behalf, including, but not limited
to. all taxes of any kind levied by any federal, state or municipal government
or governmental agency that infoUSA is required to pay as a result of this
Agreement. The Customer shall specifically exclude infoUSA's income taxes from
this liability.
     2.   infoUSA shall send Customer an invoice for payments and other charges
due and owing to infoUSA. Customer agrees to pay the invoice in full upon
receipt of the invoice. If payment is not received within thirty days Customer
shall be charged a one and one-half percent interest rate per month, for a total
of eighteen percent per annum, on the outstanding balance. Non-payment of fees
or other charges due infoUSA may at infoUSA's sole option be considered a breach
of this Agreement and shall excuse further performance by infoUSA.
IV. WARRANTY
     1.   The infoUSA database is licensed on an "AS IS" basis without
guarantee. infoUSA does not guarantee that the infoUSA database will meet the
Customer's requirements; that ii will operate in the combinations, or in the
equipment, selected by the Customer; or that its operation will be error-free or
without interruption.
     2.   EXCEPT AS STATED HEREIN, infoUSA MAKES NO EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
     3.   infoUSA shall not be liable for consequential or incidental damages,
or for any lost profits, or any claim or demand of a similar nature or kind,
whether asserted by Customer against InfoUSA or against infoUSA by any other
party, even if infoUSA has been .advised of the possibility of such damages. In
no event shall infoUSA's entire aggregate liability for damages exceed the
amount paid, to infoUSA by Customer under this Agreement
V. GOVERNING LAW
     This agreement is entered into in the State of Nebraska and its provisions
shall be construed in accordance with the laws of Nebraska without regard to
Nebraska's conflicts of laws principles. Further, in the event a dispute arises
between infoUSA and the Customer regarding the terms or performance of this
Agreement, the parties consent to the exclusive jurisdiction of the Nebraska
courts.
VI. SEVERABILITY
     1.   It is understood and agreed by infoUSA and the Customer that if any
part, term or provision of the Agreement is construed by a court of competent
jurisdiction to be invalid, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of InfoUSA and the
Customer shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision determined to be invalid.
VII. EXCUSE OF PERFORMANCE
This Agreement is subject to and contingent upon force majeure and other delays
outside the control of infoUSA. If delivery of the Licensed Data is prevented by
any cause of force majeure, infoUSA shall not be liable for damages,
consequential or otherwise, that the Customer may suffer.
VIII. MODIFICATION
     1.   This Agreement contains the entire Agreement between infoUSA and the
Customer. No statements, promises or inducements made by either infoUSA or
Customer shall be valid or binding upon either party.
     2    This Agreement may not be modified, altered or enlarged except in
writing and signed by infoUSA and the Customer.

IX. BREACH
     1.   In the event the Customer shall fail to make any payment to infoUSA
within sixty days of its due date, or shall breach any of the terms or
conditions or provisions of this Agreement. InfoUSA. at its sole discretion and
in addition to any of its other rights at law or equity, may either terminate
this Agreement or may seek specific performance.
     2.   If infoUSA initiates a lawsuit to enforce its rights under this
Agreement, the Customer agrees to pay infoUSA's attorney's fees and costs, if
infoUSA prevails.
X. PROCESSOR AGREEMENT
The infoUSA database may be furnished to an outside or other third-party
processor, only after (i) InfoUSA. has received infoUSA's Third Party
Information Processor Agreement, duly executed by the third party processor; and
(ii) infoUSA has given written authorization to Customer to allow processor
access to the infoUSA database for Customer's processing, subject to all terms,
conditions, limitations and restrictions in the Agreement.
XI. DISTRIBUTION APPROVAL
infoUSA reserves the right to require Customer to secure InfoUSA's advance
approval of any materials that Customer proposes to mail or otherwise distribute
to any names or addresses provided by infoUSA.
XII. CUSTOMER RESPONSIBILITIES
     1.   infoUSA Inc./InfoUSA Marketing, Inc. and all of their affiliated
companies (hereinafter the "Company") will provide the product/services as
requested by Customer as shown below. Customer will have 4 days after receipt of
the product/services provided by the Company to inspect the product/services and
notify the Company of any problems or mistakes. If the Company has made a
mistake, then the Company will correct the mistake at no additional charge. In
any case, the Company's liability shall be limited to the amount paid to the
Company by Customer. If Customer does not inform the Company within 14 days of
receipt of product/services that there is a problem or mistake, both parties
agree that the product/services are accepted. After the 14-day period has
elapsed. the Company will not have any liability whatsoever to Customer.
     2.   Customer will provide testimonials and Company may reference Customer
directly or indirectly in any of its publicity or marketing materials XIII.
NON-SOLICITATION The parties agree that during the term of the agreement,
neither will directly or indirectly initiate communications with an employee of
the other relating to possible employment with such party. This paragraph shall
not prohibit either party from hiring employees of the other who themselves
initiate communications relating to possible employment.
3.   XII. NON-SOLICITATION
     The parties agree that during the term of the agreement, neither will
directly or indirectly initiate communications with an employee of the other
relating to possible employment with such party. This paragraph shall not
prohibit either party from hiring employees of the other who themselves initiate
communications relating to possible employment.

AUTHORIZED SIGNATURES
Each signatory to this Agreement represents and warrants that he or she has the
authority to execute this Agreement on behalf of his or her party

infoUSA  (must be Level 9 or higher)

Authorized Signature  /s/ Drew Lundgren
                    ------------------------------

Printed Name Title  Drew Lundgren, VP. MID MARKETS
                    ------------------------------

Dated:      8/12/02
       -------------------------------------------

CUSTOMER:

Authorized Signature  /s/ Angelo Tullo
                    ------------------------------

Printed Name Title  Angelo Tullo, President
                    ------------------------------

Dated:      7/31/02
       -------------------------------------------




InfoUSA, inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 3 of 5
<PAGE>
                                    APPENDIX A
                                    ----------
                        CONFIDENTIALITY STATEMENT (NDA)

CONFIDENTIALITY. During die Term, and for a period of two years thereafter, each
- ----------------
party shall:

(i)  limit access to any Confidential Information of the other party received by
it to its employees who have a need-to-know in connection with the performance
of such party's duties and obligations under this Agreement;

(ii) advise its employees having access 1o the Con fi dim hi I Information of
the other party of the proprietary nature thereof and of ili; obligations set
forth in this Agreement;

(iii) safeguard all Confidential Information of the other party received by it
using a reasonable degree of cane, but not less than that degree of core used by
it in safeguarding its own similar information or material

(iv) Not disclose any Confidential Information of the other party received by it
to third parties otherwise than in conformity with the provisions of this
Agreement;

(v)  not disclose the terms and conditions of this Agreement to any third party;
and

(vi) be responsible for any breath of the terms hereunder by the party or any
person who receives any Confidential Information from such party. Nothing in the
foregoing shall limit Licensor or Licensee use of the Database consistent with
this Agreement. As used in this Agreement, the term "Confidential Information"
means

(a)  any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited Iii, products,
planning information, marketing strategies, plans, finance, operations, customer
relationships, customer profiles, sales estimates, business plans, the Database,
the data elements contained in the database or (lie configuration thereof and
internal performance results relating to the past, present or future business
activities of the parties, their respective parent corporations, their
respective subsidiaries and affiliated companies and the customers, clients and
supplier of any of die foregoing;

(b)  any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords either party a competitive advantage over its
competitors; and

(c)  all confidential or proprietary concepts, documentation, reports, data,
specifications, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and models,
computer software, source code, object code, flow charts, databases, inventions,
information, know-how, show-how and trade secrets, whether or not patentable or
copyrightable.

The term "Confidential Information" shall not include information that:

(I)  was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of the party receiving
such Confidential Information;

(II) was lawfully received by the recipient party from a third party free of any
contractual or fiduciary obligation of confidence to the non-disclosing party in
connection with such Confidential Information;

(III) was already known or in Ihe possession of the recipient party prior to
receipt thereof from the disclosing party, as evidenced by such party's written
records;

(IV) is required to be publicly disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such information
in confidence have been exhausted including, without limitation, giving the
disclosing party as much advance notice of the possibility of such disclosure as
practical so that such disclosing parly may attempt to stop such disclosure or
obtain a protective order concerning such disclosure;

(V)  is filed with any governmental or regulatory authority and available to the
public; or

(VI) is subsequently and independently developed by employees, consultants or
agents of the recipient party without reference to the Confidential Information
disclosed under this Agreement,

The parties agree that money damages would not be a sufficient remedy for breach
of the obligations of confidentiality set forth in this Section 12. Accordingly,
in addition to all other remedies that either party may have in law or in
equity, each such party shall be entitled to specific performance and injunctive
or other equitable relief as a remedy for any breach of the confidentiality by
the other party.

                                                Customer initials ______________
                                                infoUSA initials _______________


Donnelley Marketing Inc. Master Database and Services Agreement To be used for
all data orders oft 10,000 or more
Revised 2/8/02                    Page 5 of5
<PAGE>
                                   APPENDIX B
                                   ----------
                  BUSINESS DATABASE SELECTION & OUTPUT Format

1.     Database SELECTION CRITERIA:     Full US Business Database, one record
                                        -------------------------------------
                                        per location
                                        ------------


2.     GEOGRAPHY: X Total USA           Total      Other
                  -                           ----

3.     Update Frequency: Quarterly
                         ---------

4.     OUTPUT:    Tape     Cartridge    X CD-ROM     Diskette     Other
               ---     ---              -        ---          ---       ---

               X ASCII     EBCDIC     FTP     E-Mail      DLT     Format
               -       ---        --------------------------- ---
5.   DATA ELEMENTS - The Licensed Data shall include the following data
     elements, where available (cheek one):

<TABLE>
<CAPTION>

     278  LAYOUT  (PARTIAL  DATABASE)
- ----
<S>                         <C>                           <C>
ABI Number                  Headquarters/Branch Code      Secondary SIC Code #3
Ad Size Code                Individual/Firm Code          Secondary SIC Code #4
Address                     Industry Specific Code        Selected SIC Code
Area Code & Phone Number    Key Code                      Slate Abbreviation
Business Name               Last Name                     State Numeric Code
Carrier Route Code          Location Employee Size Code   Subsidiary Parent Number
City                        Location Output/Sales Code    Telephone Number(excluding SIC
Contact Name/Title Address  Office Size Code              80)
County Numeric Code         Population Code               Title Code
Date Added to Database      Primary SIC Code              Ultimate Parent Number
Fax Number                  Production Date (MMDDYY)      Year of First Appearance
First Name                  Professional Title            Zip Code
Franchise/Specialty         Secondary SIC Code #1         Zip+4 Code
Gender Code                 Secondary SIC Code #2
</TABLE>

<TABLE>
<CAPTION>

     .  378  LAYOUT  (THE  278  DATA  ELEMENTS,  PLUS  THE  FOLLOWING)
- -----
<S>                           <C>                  <C>
Credit Code                   Secondary City       Total Employee Size Code
Delivery Point Bar Code       Secondary State      Total No. Employees (Actual)
Number of Employees (Actual)  Secondary Zip Code   Total Output/Sales Code
Public Co. Indicator          Slock Exchange Code
Secondary Address             Slock Ticker Symbol
</TABLE>


ADDITIONAL DATA ELEMENTS: (LIST)

OUTPUT SHALL INCLUDE: COMPANY NAME, FULL ADDRESS. PHONE NUMBER, FAX NUMBER. SIC
- -------------------------------------------------------------------------------
CODES WITH FULL DESCRIPTIONS FUN TO 4 PER RECORD), GEO CODES AND ABI NUMBER.
- ---------------------------------------------------------------------------

                                                         Customer initials
                                                                           -----
                                                         (infoUSA initials
                                                                           -----




Donnelley Marketing Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 5 of 5
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>21
<FILENAME>doc16.txt
<TEXT>
                                                                      Exhibit 21

YP.Net, Inc Subsidiaries

Subsidiary of YP.Net, Inc.

Telco Billing, Inc.   100% Owned


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>22
<FILENAME>doc2.txt
<TEXT>
                                                                   Exhibit  99.1

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Angelo Tullo, Chairman of YP.Net, Inc. (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to
the best of my knowledge:

(1)  the Annual Report on Form 10-QSB of the Company for the fiscal year ended
     September 30, 2002 (the "Report") fully complies with the requirements of
     Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C.
     78m or 78o(d)); and

(2)  the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.




Dated: March 31, 2003



                                      /s/ ANGELO TULLO
                                      ----------------
                                      Angelo Tullo,
                                      Chairman


<PAGE>
          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David Iannini, Chief Financial Officer of YP.Net, Inc. (the "Company"),
certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that to the best of my knowledge:

(1)  the Annual Report on Form 10-KSB of the Company for the fiscal year ended
     September 30, 2002 (the "Report") fully complies with the requirements of
     Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C.
     78m or 78o(d)); and

(2)  the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.




Dated: March 31, 2003



                                      /s/ DAVID IANNINI
                                      -----------------
                                      David Iannini,
                                      Chief Financial Officer


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
