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<SEC-DOCUMENT>0001015402-03-003278.txt : 20030813
<SEC-HEADER>0001015402-03-003278.hdr.sgml : 20030813
<ACCEPTANCE-DATETIME>20030813171655
ACCESSION NUMBER:		0001015402-03-003278
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20030630
FILED AS OF DATE:		20030813

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:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		03842408

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RENAISSANCE INTERNATIONAL GROUP LTD
		DATE OF NAME CHANGE:	19980115
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                              ____________________

                                   FORM 10-QSB
                              ____________________

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

                  For the quarterly period ended June 30, 2003

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

        For the transition period from _____________ to _______________
                              ____________________

                         Commission File Number 0-24217
                              ____________________

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

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


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

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

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

Yes     X          No
    -----------       ------------

     The number of shares of the issuer's common equity outstanding as of August
11, 2003 was 42,930,722 shares of common stock, par value $.001.

     Transitional Small Business Disclosure Format (check one):

Yes               No        X
    -----------       ------------


<PAGE>
                                  YP.NET, INC.
                           INDEX TO FORM 10-QSB FILING
                     FOR THE QUARTER ENDED June 30, 2003

                                TABLE OF CONTENTS

                                     PART I
FINANCIAL INFORMATION
PAGE

Item 1.  Financial  Statements

               Consolidated Balance Sheet
                    as of June 30, 2003 . . . . . . . . . . . . . . . . . . .  3
               Consolidated Statements of Operations
                    for the Three and Nine Month Periods
                    Ended June 30, 2003 and June 30, 2002 . . . . . . . . . .  4
               Consolidated  Statements  of  Cash  Flows
                    for the Nine Month Periods Ended June 30, 2003 and
                    June 30, 2002 . . . . . . . . . . . . . . . . . . . . . .  5

               Notes to the Consolidated Financial Statements . . . . . . . .  7

Item 2.  Management's Discussion and Analysis . . . . . . . . . . . . . . . . 14

Item 3.  Controls  and  Procedures. . . . . . . . . . . . . . . . . . . . . . 25

                                     PART II
                                OTHER INFORMATION

Item  1.  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 26

Item  2.  Changes  in  Securities . . . . . . . . . . . . . . . . . . . . . . 27

Item  6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . . . 27

          SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28



                                        2
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      UNAUDITED CONSOLIDATED BALANCE SHEET
                              AS OF JUNE  30, 2003

ASSETS:
CURRENT ASSETS
<S>                                                                                   <C>
   Cash and equivalents                                                               $ 2,429,261
   Accounts receivable, net of allowance for doubtful accounts of $2,636,512            5,896,866
   Prepaid expenses and other current assets                                              213,709
                                                                                      ------------
      Total current assets                                                              8,539,836

ACCOUNTS RECEIVABLE, long term portion, net of allowance
      for doubtful accounts of $352,519                                                   822,543

CUSTOMER ACQUISITION COSTS, net of accumulated amortization of $1,953,457               2,953,432

PROPERTY AND EQUIPMENT, net                                                               624,418

DEPOSITS AND OTHER ASSETS                                                                  86,217

INTELLECTUAL PROPERTY- URL, net of accumulated amortization of $1,757,956               3,308,494

ADVANCES TO AFFILIATES                                                                  1,372,444
                                                                                      ------------
    TOTAL ASSETS                                                                      $17,707,384
                                                                                      ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Accounts payable                                                                   $   325,536
   Accrued liabilities                                                                    440,263
   Due to Affiliates                                                                      115,084
   Deferred income taxes                                                                  365,550
   Income taxes payable                                                                 2,608,937
                                                                                      ------------
      Total current liabilities                                                         3,855,370

NOTES PAYABLE - long term portion                                                         115,868

DEFERRED INCOME TAXES                                                                       9,383
                                                                                      ------------

      Total liabilities                                                                 3,980,621
                                                                                      ------------

STOCKHOLDERS' EQUITY:
   Series E convertible preferred stock, $.001 par value, 200,000 shares authorized,
      131,840 issued and outstanding, liquidation preference $39,552                          132
   Common stock, $.001 par value, 100,000,000 shares authorized,
      49,249,340 issued , 42,930,722 outstanding                                           49,249
   Paid in capital                                                                      4,770,731
   Treasury stock at cost                                                                (331,818)
   Retained earnings                                                                    9,238,469
                                                                                      ------------
      Total stockholders' equity                                                       13,726,763
                                                                                      ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $17,707,384
                                                                                      ============
</TABLE>

       See the accompanying notes to these unaudited financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                  YP.NET, INC.
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
   FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2003 AND JUNE 30, 2002

                                                Three Months      Nine Months       Three Months      Nine Months
                                               Ended June 30,    Ended June 30,    Ended June 30,    Ended June 30,
                                                    2003              2003              2002              2002
                                              ----------------  ----------------  ----------------  ----------------
<S>                                           <C>               <C>               <C>               <C>
NET REVENUES                                  $     8,013,845   $    20,604,344   $     3,416,953   $     9,249,792
                                              ----------------  ----------------  ----------------  ----------------
OPERATING EXPENSES:
   Cost of services                                 2,061,229         5,732,345         1,168,396         3,086,075
   General and administrative expenses              2,561,499         5,603,685         1,186,777         3,075,448
   Sales and marketing expenses                     1,069,576         2,564,950            16,330           155,663
   Depreciation and amortization                      166,523           464,761           156,487           456,587
                                              ----------------  ----------------  ----------------  ----------------
      Total operating expenses                      5,858,827        14,365,741         2,527,990         6,773,773
                                              ----------------  ----------------  ----------------  ----------------

OPERATING INCOME                                    2,155,018         6,238,603           888,963         2,476,019
                                              ----------------  ----------------  ----------------  ----------------

OTHER (INCOME) AND EXPENSES
   Interest (income) expense                          (27,994)          (40,783)           33,808            70,802
   Other (income) expense                            (169,857)         (399,652)         (392,482)         (398,052)
                                              ----------------  ----------------  ----------------  ----------------

     Total other (income)expense                     (197,851)         (440,435)         (358,674)         (327,250)
                                              ----------------  ----------------  ----------------  ----------------

INCOME BEFORE INCOME TAXES                          2,352,869         6,679,038         1,247,637         2,803,269

INCOME TAX  PROVISION (BENEFIT)                       676,039         2,404,486           448,895         1,077,182
                                              ----------------  ----------------  ----------------  ----------------

NET INCOME                                    $     1,676,830   $     4,274,552   $       798,742   $     1,726,087
                                              ================  ================  ================  ================

NET INCOME PER SHARE:
  Basic                                       $          0.04   $          0.10   $          0.02   $          0.04
                                              ================  ================  ================  ================
  Diluted                                     $          0.04   $          0.10   $          0.02   $          0.04
                                              ================  ================  ================  ================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                            43,430,722        42,481,237        43,810,933        43,812,299
                                              ================  ================  ================  ================
  Diluted                                          43,438,588        42,481,237        43,810,933        43,812,299
                                              ================  ================  ================  ================
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  YP.NET, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE SIX  MONTH PERIODS ENDED JUNE 30, 2003 AND JUNE  30, 2002

                                                              NINE MONTHS        NINE MONTHS
                                                             ENDED JUNE 30,    ENDED JUNE  30,
CASH FLOWS FROM OPERATING ACTIVITIES:                             2003              2002
                                                            ----------------  -----------------
<S>                                                         <C>               <C>
  Net income                                                $     4,274,552   $      1,726,087
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Depreciation and amortization                                     464,762            456,609
  Loss on disposal of equipment                                                          7,715
  Non-cash income recognized on recapture of common stock                             (267,675)
  Receivable on legal settlement                                                      (126,466)
  Allowance on related party notes receivable                                          131,690
  Income recognized on forgiveness of debt                          (45,362)
  Deferred income taxes                                             281,793           (226,572)
  Officers & consultants paid common stock                          478,750
  Common stock surrendered                                         (160,979)
  Changes in assets and liabilities:
    Trade and other accounts receivable                          (2,644,116)          (658,429)
    Customer acquisition costs                                   (1,535,205)        (1,014,528)
    Prepaid and other current assets                               (149,498)           (81,245)
    Other assets                                                     64,508             (5,000)
    Receivable from affiliate                                      (139,371)
    Accounts payable                                                130,140           (219,069)
    Accrued liabilities                                             256,074            (76,234)
    Due to affiliates                                               115,084
    Income taxes payable                                          2,122,694          1,301,327
                                                            ----------------  -----------------
       Net cash  provided by operating activities                 3,513,826            948,210
                                                            ----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances made to affiliates and related parties                (1,000,000)          (458,987)
  Repayment of advances to affiliates and related parties                 -            153,750
  Purchases of  intellectual property                                (6,761)           (49,719)
  Purchases of  equipment                                          (537,912)          (118,979)
                                                            ----------------  -----------------
       Net cash (used in)  investing activities                  (1,544,673)          (473,935)
                                                            ----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt                                                278,167
  Principal repayments on notes payable                            (585,167)          (836,653)
                                                            ----------------  -----------------
       Net cash (used)/provided by financing activities            (307,000)          (836,653)
                                                            ----------------  -----------------

INCREASE IN CASH                                                  1,662,153           (362,378)

CASH, BEGINNING OF PERIOD                                           767,108            683,847
                                                            ----------------  -----------------

CASH, END OF PERIOD                                         $     2,429,261   $        321,469
                                                            ================  =================
</TABLE>


                                        5
<PAGE>
SUPPLEMENTAL CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                      Nine month      Nine month
                     period ended    period ended
                    June 30, 2003   June 30, 2002
                    --------------  --------------
<S>                 <C>             <C>
Interest Paid       $       10,857  $       61,414
</TABLE>


                                        6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2003 AND JUNE 30, 2002

1.  Basis of Presentation

The accompanying unaudited financial statements represent the consolidated
financial position of YP.Net, Inc. ("the Company") for the three and nine month
periods ended June 30, 2003, and June 30, 2002, which includes results of
operations of the Company and Telco Billing, Inc. ("Telco"), its wholly owned
subsidiary, and statement of cash flows for the nine month periods ended June
30, 2003 and June 30, 2002.  These statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") for interim financial
information.  Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  In the opinion of management, all adjustments to these unaudited
financial statements necessary for a fair presentation of the results for the
interim period presented have been made.

2. Company Organization and Operations

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, www.YP.Net  and www.YP.com .
        -------------------  ----------

 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.  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  which includes a
40-word description of their business, their hours of operation and other useful
information, a


                                        7
<PAGE>
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. 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 (i.e.
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.

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.

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 entity. 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 March 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.


3.   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 June 30, 2003, cash deposits exceeded
     those insured limits by $ 2,200,000.

     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 $1,145,950 and $3,488,662 during the three and nine
     months ended June 30, 2003 respectively. The Company amortized $829,405 and
     $1,953,457 , respectively, of total capitalized costs during the three and
     nine months ended June 30, 2003.


                                        8
<PAGE>
     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 $240,171 and $617,494 for
     the three and nine months ended June 30, 2003, 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 fees are generally included
     on the telephone bills of the customers. 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.

     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. The Company continuously reviews this estimate for
     reasonableness based on its collection experience.

     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."

4.   ACCOUNTS RECEIVABLE

          The  Company  provides  billing  information  to  third  party billing
     companies  for the majority of its monthly billings. Billings submitted are
     "filtered"  by  these  billing companies and the LEC's to determine if such
     customers  fit the criteria to bill them on the telephone bill and are then
     accepted  as  Net  Accepted  billings.  Net  accepted  billings  are


                                        9
<PAGE>
     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.

5.   INTELLECTUAL  PROPERTY

     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 or the three months ended June 30, 2003. The
     URL  is  amortized on an accelerated basis over the twenty-year term of the
     licensing  agreement.  Amortization  expense  on  the  URL  was $90,369 and
     $276,808  for  the three and nine months ended June 30, 2003, respectively.

6.   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  three  and  nine months ended June 30, is summarized as
     follows:

<TABLE>
<CAPTION>
                                    Three
                                    Months   Nine Months
                                    Ended       Ended
                                     2003        2003
                                   --------  ------------
<S>                                <C>       <C>
Current Provision                  $546,461  $  2,122,694
Deferred (Benefit) Provision        129,578       281,792
                                  ------------------------
Net income tax provision           $676,039  $  2,404,486
                                  ========================
</TABLE>

     At June 30, 2003, deferred income tax assets related to differences in book
     and tax bases of accounts receivable, direct marketing costs and intangible
     assets.

     At  June 30, 2003 deferred tax liabilities were comprised of differences in
     book and tax bases of customer acquisition costs and property and equipment
     respectively.


                                       10
<PAGE>
7.   STOCKHOLDERS'  EQUITY

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

          During  the  year  ended September 30, 2002, the Company created a new
     series  of  equity,  the  Series  E Convertible Preferred Stock, $0.001 par
     value  per share, and authorized 200,000, 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  those  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  June  30,  2003,  the  liquidation  preference value of the outstanding
     Series  E  Convertible  Preferred Stock was $39,552, and dividends totaling
     $1,978  had  been  accrued  associated  with  those  shares.

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

          At  June  30,  2003,  there  were  6,319,000  shares  of stock held in
     treasury.

8.   NET INCOME PER SHARE

          Net  income  per share is calculated using the weighted average number
     of  shares  of  common  stock  outstanding during the three and nine months
     ended June 30, 2003, respectively. Preferred stock dividends are subtracted
     from  the  net  income  to  determine  the  amount  available  to  common
     shareholders.  There  were $494 and $1,482 preferred stock dividends in the
     three  and  nine  months  ended  June  30,  2003, respectively. Warrants to
     purchase  500,000 shares of common stock were excluded from the calculation
     for  the  three  months  ended  June  30, 2003. 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  for the nine months ended June 30, 2003 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.
     However,  the  Series  E  Convertible  Preferred  Stock was dilutive in the
     calculation for the three months ended June 30, 2003.The following presents
     the  computation  of


                                       11
<PAGE>
     basic  and  diluted loss per share from continuing operations for the three
     and  nine  months  ended  June  30,:

<TABLE>
<CAPTION>
                                         Three Months                      Nine Months
                                          Ended June                           Ended
                                           30, 2003                          June 30,
                                                                               2003
                                                                    Per                                  Per
                                            Income       Shares    Share      Income        Shares      share
                                         ------------  ----------  ------  -------------  ----------  ----------
<S>                                      <C>           <C>         <C>     <C>            <C>         <C>
Net  Income                              $ 1,676,830                       $  4,274,552
Preferred stock dividends                       (494)                            (1,482)
                                         ------------                      -------------

Income available to common
 Stockholders                            $ 1,676,336                       $  4,273,070
                                         ============                      =============
Basic Earnings Per Share:


Income available to common stockholders  $ 1,676,336   43,430,722  $ 0.04  $  4,273,070   42,481,237  $     0.10
                                         ============              ======  =============              ==========

Effect of dilutive securities                               7,866

Diluted Earnings Per Share               $ 1,676,830   43,438,588  $ 0.04  $  4,273,070   42,481,237  $     0.10
                                         ============              ======  =============              ==========
</TABLE>


                                       12
<PAGE>
9.   RELATED PARTY TRANSACTIONS

     During the three and nine months ended June 30, 2003, the Company conducted
     transactions  with  entities  affiliated  with  the  Company  because  of
     commonality  in  members in management or direct or indirect control of the
     affiliate by a member or members of the Company's management. The following
     summarizes  those  transactions:

<TABLE>
<CAPTION>
                                                           Three Months    Nine Months
                                                              Ended           Ended
                                                          --------------  --------------
                                                          June 30, 2003   June 30, 2003
                                                          --------------  --------------
      Entity                                                  Amount          Amount
- ------------                                              --------------  --------------
<S>                                                       <C>             <C>

Simple.Net, Inc. ("SN")                                   $       57,763  $      194,389
Commercial Finance Services d/b/a/ HR Management ("CFS")               -         528,630
Business Executive Services, Inc.                                 62,737         172,979
Advertising Management Specialists, Inc.                         102,901         409,136
Advanced Internet Marketing                                       59,570         221,901
DLC Consulting                                                    30,000          90,000
Sunbelt                                                          125,964         730,815
MAR & Associates                                                  52,000          52,000
                                                          ------------------------------
                                                          $      490,935  $    2,890,785
                                                          ==============================
</TABLE>


     These  entities  provide  consulting,  employee  leasing,  marketing  and
     management  services  to  the Company. The above amounts represent payments
     made  to  these  entities  during  the  period.

     In  addition  to these transactions, the Company also provides customer and
     technical support to Simple.net for a fee. These fees are included in other
     income  and  amounted  to  $442,690 in the nine months ended June 30, 2003.

     During  the  three  and nine month periods ended June 30, 2003, the Company
     loaned  $600,000  and  $1,000,000,  respectively  to  two entities that are
     significant  shareholders  of  the  Company.  Prior  to  this period and in
     accordance  with  the  instructions  that  the  Company  received from said
     shareholders,  the  Company  has  made payments to third parties (including
     related  parties)  on behalf of the stockholders and applied those payments
     as  an  increase  in  Advances  to Affiliates. The total balance  due  from
     these  entities  was  $1,280,000  at  June  30,  2003.

     During  the  nine  month period ended June 30, 2003, the Company's board of
     directors  resolved  to pay for the costs of defending a civil action filed
     against  the  CEO and Chairman. The action involves a business in which the
     CEO  was  formerly  involved.  The  Board  action includes any officers and
     directors  that  may  potentially  become  involved  in  this civil action.
     Through  June  30,  2003,  the  Company  has paid approximately $344,976 on
     behalf  of  its  CEO  relative  to  this  matter. This civil action remains
     unresolved. At this time, the Company cannot estimate what additional costs
     may  be  incurred  to  continue  covering  the  costs  related this matter.

10.  Line  of  Credit

     The  Company  entered  into  an  agreement with Bank of the Southwest for a
     $250,000  unsecured  bank  line of credit facility on May 2, 2003. The note
     requires monthly payments of all accrued interest. All principal and unpaid
     accrued  interest  are  due  on May 2, 2004. Interest accrues at prime rate
     plus  0.5%,or  4.25%  at  June  30,  2003.


                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

This Quarterly Report contains certain forward-looking statements, including
those regarding the Company's and its subsidiary's expectations, intentions,
strategies and beliefs pertaining to future performance. All statements
contained herein are based upon information available to the Company's
management as of the date hereof, and actual results may vary based upon future
events, both within and without management's control.

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, www.YP.Net, and www.YP.com. Any information
        -------------------  ----------
contained on the foregoing web sites or any other websites referenced in this
Report are not a part of this Report. Our common stock trades on the
Over-the-Counter Bulletin Board under the symbol "YPNT" and is included as a
component of the Dow Jones Internet Services Index.

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 (generally $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 June 30, 2003, we had approximately 157,731 "preferred" listing
advertisers who have subscribed for this enhanced advertising service and are
also billed monthly on their telephone bill. The Company also bills directly to
certain customers via a monthly invoice. The amount and frequency of collections
on invoice billed customers is significantly less than for customers billed on
their telephone bill. The Company estimates that it has approximately 10,000
invoice bill customers that pay for the enhanced listing service on a regular
basis. The Company's total customer count represents less than 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 (i.e. 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 (i.e. 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.


                                       14
<PAGE>
In the second quarter of Fiscal 2003, we 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. As of August 11,2003, we have obtained
Mini-Webpage information on approximately 120,000 LEC and non-LEC customers.

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 its customers
(See Footnote 9 to the financial statements). SN charges the Company's customers
$2.50 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.

We were originally incorporated as a New Mexico company in 1969.  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 entity which is a 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 March 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
search query. 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 LEC-Billed (i.e. monthly telephone bill)
customer count from approximately 47,147 at June 30, 2002 to 157,731 at June 30,
2003.

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


                                       15
<PAGE>
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 by the Company of
approximately $20,000 as a one-time fee in an effort 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.

RECENT  EVENTS

     Contracts and Arrangements

During the quarter ended June 30, 2003 and prior to this filing, the Company
entered into several contracts relating to its business. In April, 2003,the
Company  signed a contract with Switchboard Incorporated ("Switchboard") which
allows preferred listing customers of YP.Net to be included in the "Featured
Listing" section of Switchboard.com's internet "yellow pages." This agreement is
for one year initially.

This agreement involves a minimum monthly payment of $20,000 by the Company for
up to 250,000 directory advertisements hosted by Switchboard. The payment would
increase for additional directory advertisements exceeding 250,000 at the rate
of $.08 per directory advertisement per month. This agreement is renewable for
successive one year periods unless either party elects to terminate the
agreement with no less than 30 days notice prior to the end of the then-current
term.

In May, 2003, the Company  signed an agreement with Pike Street Industries
whereby the Company's online "yellow pages" will be added to the list of online
"yellow page" sites on Pike Street Industries, Inc's websites. The cost of this
agreement is $20,000 per month. This agreement may be terminated by either party
at any time with 30 days notice.

The Company previously disclosed that it had signed a license agreement with
Palm, Inc. ("Palm") to become a provider of "yellow page" and "white page"
content on PDA ("personal data assistant") devices using the Palm operating
system. Such content will be provided by the Company to Palm through a hypertext
link from the Palm operating system to the Company's website. The cost of this
agreement was $20,000 up-front for two years. This agreement is renewable for
successive two year periods unless either party elects to terminate the
agreement with no less than 60 days notice prior to the end of the then-current
term. The Company is currently undergoing the quality assurance process with
Palm before linking with the Palm operating system. This process is expected to
be completed on or before September 30, 2003.

The Company believes each of these agreements will increase the number of page
views for our customers and, in the case of the Switchboard agreement, also
provides Switchboard's customers the ability to also achieve additional page
views by being listed on the YP.Net-related websites.


                                       16
<PAGE>
In July 2003, Overture/GoTo announced that it was being acquired by Yahoo! Inc.
The Company has a cross-placement and cross-linking agreement with Overture/Goto
which is on a month-to month basis. At this time, the Company is unable to
determine the impact, if any, of this acquisition on the the agreement between
the Company and Overture/Goto. Based upon preliminary discussions with
Overture/GoTo and Yahoo, Company management is not aware of any impending
changes to this arrangement.

On July 8, 2003, the Company, through its wholly-owned subsidiary Telco Billing,
Inc., signed an Exclusive Domain License agreement with Onramp Access, Inc.
("Onramp"). This agreement provides   the Company the exclusive use of the
domain name www.yp.com. The Company paid $250,000 plus 100,000 shares of YP.Net
            ----------
common stock as consideration for this agreement. The term of the license
agreement is three years. According to the agreement, there are certain
circumstances whereby the Company would become the owner of the www.yp.com
                                                                ----------
domain name:

- -    If the price of YP.Net common stock maintains an open and close price above
     $3.00 per share for three consecutive trading days and all transfer
     restrictions have lapsed or been removed;

- -    If OnRamp has sold all of its YP. Net shares;

- -    If the Company exercises its right to convert the license agreement into a
     purchase and sale agreement whereby the Company can exercise its right to
     call the outstanding YP.Net shares held by Onramp at a price that is the
     higher of $3.00 per share or the average closing price of YP.Net stock for
     the three days prior to the notice of the exercise of the call); or

- -    Onramp converts the license agreement to a purchase and sale agreement and
     exercises its right to put the stock to the Company at $3.00 per share.
     Onramp's put right exists only between June 1, 2006 and September 1, 2006.

In June, 2003, the Company signed a Co-location agreement with XO Communications
("XO"), whereby the Company will locate certain of its communications
interconnection equipment and cabling on the premises of XO and will also
interconnect with the XO telecommunications network. The purpose of this
agreement is to provide for the back-up, safety and security of the Company's
network and data. This agreement is for two years and is automatically renewed
under similar terms unless either party provides forty-five day advance notice
of its desire to terminate prior to expiration. The cost of this agreement is
$750 per month per location.


                                       17
<PAGE>
     2003 Stock Plan

During the year ended September 30, 2002, the Company's shareholders approved
the 2002 Employees, Officers & Directors Stock Option Plan (the "2002 Plan").
The 2002 Plan was never implemented, however, and no options, shares or any
other securities were issued or granted under the 2002 Plan.  There were
3,000,000 shares of the Company's common stock authorized under the 2002 Plan,
which were to come from the Company's authorized but unissued common stock. On
June 30, 2003 and July 21, 2003, respectively, the Company's Board of Directors
and a majority of it shareholders terminated the 2002 Plan and approved the
Company's 2003 Stock Plan ("2003 Plan").  The 3,000,000 shares of Company common
stock previously allocated to the 2002 Plan were re-allocated to the 2003 Plan.
On August 12, 2003, 2,048,000 shares authorized under the 2003 Plan were granted
in the form of  Restricted Stock.  These shares of Restricted Stock were granted
to the Company's service providers as well as the Company's executives. Of the
2,048,000 shares of Restricted Stock granted, 1,049,000 shares vest at the end
of three years, an additional 599,000  shares vest either at the end of ten
years or upon the Company's common stock attaining an average bid and ask price
of $10 per share for three consecutive trading days and an additional 400,000
shares vest upon the common stock attaining various average bid and ask prices
with 80,000 shares vesting for each $1 price increase at prices beginning from
$5 per share up to $9 per share. The vesting of all shares of Restricted Stock
accelerates upon a Change of Control, as defined in the 2003 Plan.

RESULTS  OF  OPERATIONS

     Revenue for the three month period ended June 30, 2003, was $8,013,845
compared to $3,416,953 for the three month period ended June 30, 2002, an
increase of over 134%. For the nine month periods ended June 30, 2003 and 2002,
revenue increased to $20,604,344 from $9,249,792, an increase of over 122%. The
increase in revenue is primarily the result of an increase in preferred listing
customers. LEC-billed (i.e. monthly telephone bill) preferred listing customers
increased to 157,731 at June 30, 2003 compared to approximately 47,147 preferred
listing customers at June 30, 2002, an increase of over 234%. Compared to the
56,432 preferred listing customers at September 30, 2002, the beginning of this
fiscal year, the number of preferred listing customer has grown by 179% thus far
this fiscal year. The increase in preferred listing customers is the result of
our direct mail solicitation marketing efforts. As previously mentioned, the
Company also has approximately 10,000 customers that it bills directly through
monthly invoice. The amount and frequency of collections on invoice billed
customers is significantly less than for customers billed on their telephone
bill. Therefore, revenue can be negatively impacted if the billing method used
to bill a preferred listing customer converts from telephone bill invoicing to
direct invoicing. Also, revenue can be negatively impacted by customer requests
for refunds and/or cancellations.

     Cost of services for the three month periods ended June 30, 2003 and June
30, 2002 were $2,061,229 and $1,168,396, respectively, an increase of
approximately 76%. Cost of services for the nine months ended June 30, 2003 and
2002 were $5,732,345 and $3,086,075, respectively, an increase of approximately
86%. Cost of services is comprised of billing aggregator dilution expenses,
certain direct mailer marketing costs and the amortization of such costs,
allowances for bad debt and our billing costs including billing fees charged by
our billing aggregators. Dilution expenses include customer credits and any
other receivable write-downs. The primary reason our cost of services has
continued to increase is due primarily to the previously mentioned increase in
preferred listing customers as well as increased dilution and billing fees
resulting from our direct solicitation mailing efforts. Cost of services as a
percent of net revenue was approximately 26% for the three months ended June 30,
2003 compared to approximately 34% for the same period in the prior fiscal year.
Cost of services as a percent of net revenue was 28% for the nine months ended
June 30, 2003 compared to 33% in the comparable prior year period. These
increased costs were offset by the leveraging of our fixed cost infrastructure
over a larger customer base which resulted in the reduction in the cost of
services as a percent of net revenue.

     General and administrative expense for the three month periods ended June
30, 2003 and June 30, 2002 were $2,561,499 and $1,186,777, respectively, an
increase of approximately 116%. For the nine months ended June 30, 2003 and
2002, such expenses were $5,603,685 and $3,075,448, respectively, an increase of
approximately 82%. General and administrative expenses increased due to an
increase in costs and employees relating to our growth in preferred listing
customers, our Quality Assurance and Outbound marketing initiatives as well as
an increase in certain officers compensation relating to employment contracts
with such officers. In addition, during the three month period ended June 30,
2003, the Company paid for the costs of defending a civil action filed against
its CEO and Chairman pursuant to a Board of Directors resolution. The action
involves a business in which the CEO was formerly involved. The Company, and at
least one officer, have received subpoenas in connection with this matter. The
Board believes that it is important and in the best interests of the Company and
its shareholders to resolve this matter as soon as possible. The Board action
includes the payment of legal and other fees for any other officers and
directors that may become involved in this civil action. Through June 30, 2003,
the Company has paid $344,976 on behalf of its CEO relative to this matter. This
civil action remains unresolved. At this time, the Company cannot estimate what
additional costs may be incurred to continue covering the costs related to this
matter, but all such costs shall be deemed to be additional compensation to the
CEO. (See Part II-Other Information Item 1. Legal Proceedings) As a percent of
net revenue, general and administrative expenses were 32% for the three months
ended June 30, 2003 compared to 35% for the comparable period in 2002. For the
nine months ended June 30, 2003, general and administrative expenses as a
percent of net revenue were 27% compared to 33% for the comparable period in
2002. The reduction in general and administrative expenses as a percent of net
revenue is the result of the leveraging our fixed cost infrastructure over a
larger customer base.


                                       18
<PAGE>
     Sales and marketing expenses are primarily the costs associated with our
marketing relating to our direct mail solicitations. Sales and marketing
expenses for the three month periods ended June 30, 2003 and June 30, 2002 were
$1,069,576 and $16,330, respectively, an increase of approximately 6400%. For
the nine months ended June 30, 2003 and 2002, sales and marketing expenses were
$2,564,950 and $155,663, respectively, an increase of almost 1500%. The primary
reason for the increase in sales and marketing is due to the Company fully
re-instituting its marketing solicitation program and the implementation of new
market strategies and modification of direct mail marketing pieces. Such
marketing has resulted in the increase in preferred listing customers cited
previously. We capitalize certain direct marketing expenses and amortize those
costs over an 18 month period based on the customer attrition rates analyzed by
the Company. As a percent of net revenues, sales and marketing expenses were 13%
and 0.4% for the three month periods ended June 30, 2003 and 2002, respectively.
For the nine month periods ended June 30, 2003 and 2002, sales and marketing
expenses as a percent of net revenue were 12% and 2%, respectively. The increase
in sales and marketing expenses as a percent of net revenue results from the
full re-institution of our marketing program.

Depreciation and amortization primarily relates to the amortization of the
Company's intellectual property and depreciation of equipment. Regarding the
Company's intellectual property, the cost of our Yellow-Page.Net URL license was
capitalized at $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
$88,088 and $107,500 for the three month periods ended June 30, 2003 and June
30, 2002, respectively. For the nine months ended June 30, 2003 and 2002,
amortization expense on the URL were $210,195 and $322,500, respectively. Annual
amortization expense in future years related to the URL is anticipated to be
approximately $200,000-$300,000. Depreciation and amortization for the three and
nine month periods ended June 30, 2003 increased slightly compared to the
comparable periods in 2002 due to additional purchases of equipment. However,
with the significant equipment purchases relating to the Company's previously-
mentioned infrastructure additions, depreciation expense is expected to increase
in future periods.

     Interest income , net of interest expense for the three month periods ended
June 30, 2003 was $27,994. This compares to interest expense, net of interest
income of $33,808 for the three months ended June 30, 2002. For the nine month
periods ended June 30, 2003 and 2002, interest income, net of interest expense
was $40,783 compared to interest expense, net of interest income of $70,802. The
increase in the interest income portion results from the Company's increased
cash position resulting from the Company's increased profitability. The decrease
in the interest expense portion was a result of the payment of a substantial
portion of our debt in Fiscal 2002.

     We recorded other income of $169,857 and other income of 392,482
respectively, for the three month periods ended June 30, 2003 and June 30, 2002.
The primary components of other income in the current year period is revenue of
$166,536 received from Simple.Net, a related party (See Footnote 9 to the
Financial Statements) for customer and technical services provided by the
Company to Simple.net. The primary components of other income in the prior year
period was $195,772 recorded as a gain on the settlement with a former
consultant to the Company and $200,000 received as a settlement from a former
billing aggregator. For the nine months ended June 30, 2003, we recorded other
income of $399,652 compared to other income of $398,052 for the comparable
period in 2002. The primary components of other income in the current period
were revenue of $442,691 received from Simple.Net, a related party (See Footnote
9 to the Financial Statements) for customer and technical services provided by
the Company to Simple.net offset by a $90,000 loss on a settlement with a former
consultant to the Company. The primary components for the prior year period were
$195,772 recorded as a gain on the settlement with a former consultant to the
Company and $200,000 received as a settlement from a former billing aggregator.


                                       19
<PAGE>
Net income before taxes for the three month periods ended June 30, 2003 and
June 30, 2002 were $2,352,869 and $1,247,637 , respectively, an increase of over
88%. For the nine month periods ended June 30, 2003 and 2002, net income before
taxes were $6,679,038 and $2,803,269, respectively, an increase of approximately
138%.

Net income for the three month periods ended June 30, 2003 and June 30, 2002
were $1,676,830 , or $0.04 per diluted share, and $798,742 , or $0.02 per
diluted share, respectively, an increase in net income of over 109%. For the
nine months ended June 30, 2003 and 2002, net income was $4,274,552 or $0.10 per
diluted share and $1,726,087, or $0.04 per diluted share, respectively, an
increase in net income of 148%. In the three and nine month periods ended June
30, 2003 compared to the comparable periods in 2002, net income increased due to
the increase in preferred listing customers cited above with a less than
corresponding increase in the expenses to service such customers due to nature
of certain fixed infrastructure expenses which do not necessarily increase as
revenues increase offset by costs incurred relating to the previously cited
infrastructure additions. Net income as a percent of net revenues for the three
months ended June 30, 2003 was 21% compared to 23% for the comparable prior
period. For the nine months ended June 30, 2003, net income as a percent of net
revenue was 21% compared to 19% for the comparable prior period.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Net cash provided by operating activities for the nine-month period ended
June 30, 2003, was $3,513,826 compared to $948,210 for the nine -month period
ended June 30, 2002. The increase in cash generated from operations is
primarily due to a significant increase in net income and corresponding income
tax payable resulting from an increase in preferred listing customers offset by
an increase in the accounts receivable balance from such growth and funds
expended for mailings related to the Company's marketing efforts.

     We had working capital of $4,684,466 as of June 30, 2003 compared to
$1,115,741 as of June 30, 2002. The increase is due primarily to increases in
cash of $2,107,792 and accounts receivable of $2,368,328 offset by increases in
deferred income taxes of $365,550 and accrued liabilities of $440,263.

     Cash used in investing activities was $1,544,673 for the nine -month period
ended June 30, 2003. The primary components of cash used represents purchase of
computer equipment (relating to the previously-mentioned infrastructure
additions) and intellectual property of $544,673, as well as net advances to
affiliates of $1,000,000. Compared to the nine -month period ended June 30,
2002, where cash used of $473,935 consisted of significantly lower purchases of
computer equipment of $118,979 and lower net advances to affiliates of $458,987
offset by repayments of advances to affiliates and related parties of $153,750.

     Cash used by financing activities was $307,000 for the nine -month period
ended June 30, 2003, compared to $836,653 for the nine -month period ended
June 30, 2002. The cash used represents total payments made to reduce the
principal balances of our outstanding debt reduced by financing of $278,167
under the Company's trade acceptance draft program with AcTrade Financial
Technoligies, Ltd.

     We have repaid almost all of our debt. However, we have a commitment to
provide up to $10,000,000 in loans to each of Morris & Miller, Ltd. and Matthew
& Markson, Ltd. (the "M&M's") Those funding commitments are contingent upon the
Company having sufficient cash flow for its operations. Any amounts advanced to
the M&M's are to be repaid to the Company and can be offset against amounts owed
to the M&M's. We do not believe that the M&M's, as our largest shareholders,
will make significant requests for funding under this commitment, as such
advances would adversely affect our liquidity. During the three months ended
June 30, 2003, the Company made $600,000 of advances under these commitments.
The balance due from the M&M's under this commitment was $1,280,000 at June 30,
2003.


                                       20
<PAGE>
The Company previously entered into Executive Consulting Agreements
with Sunbelt Financial Concepts Inc. ("Sunbelt"), Advertising Management and
Consulting Services, Inc. ("AMCS") and Advanced Internet Marketing Inc. ("AIM")
relating to the employment of three executive managers and their respective
staffs. 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. As of
August , 2003, all amounts had been drawn under the agreements.

On  May  1,  2003,  the Company also entered into a similar Executive Consulting
Agreement  with  Mar  &  Associates, Inc. ("MAR").  David Iannini, the Company's
Chief  Financial  Officer, is the President of MAR, and MAR is wholly-owned by a
family  trust,  of  which  Mr.  Iannini  is  trustee.  Similar to the agreements
describe immediately above, the MAR agreement provides that Mr. Iannini, through
MAR,  will  provide  the  Company  with the services of Chief Financial Officer,
among other administrative services and personnel. As part of the MAR agreement,
MAR will receive $17,500 per month with a 10% annual increase in each succeeding
year,  and fees and reimbursements for certain ancillary items. In addition, the
agreement  also  awarded  MAR  with  250,000  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 bonuses of $15,000
to  MAR  relating to performance in Fiscal 2003, $21,000 relating to performance
for Fiscal 2004 and 10% of annual salary for each fiscal year thereafter for the
term  of  the Agreement, which is December 31, 2007 unless otherwise extended by
the  parties.  As  part  of  the  agreement,  a  Flex  Compensation  program was
instituted  which  allows  MAR  to  draw up to $15,000 (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  MAR will receive the greater of 30% of the amounts due under the
Agreement  or  12  months  worth  of  fees. As of this filing, MAR had drawn the
entire  $15,000  under  its  Flex  compensation  agreement.

Our Chief Executive Officer is involved in personal litigation, which may divert
his attention from the management of the Company. The Company's Board of
Directors has resolved to pay for the costs of defending a civil action filed
against its CEO and Chairman. The action involves a business that the CEO was
formerly involved in. The Company and at least one officer have received
subpoenas in connection with this matter and the Board believes that it is
important to help resolve this matter as soon as possible. The Board action
includes the payment of legal and other fees for any other officers and
directors that may become involved in this civil action. Through June 30, 2003,
the Company has paid $344,976 on behalf of its CEO relative to this matter. This
civil action remains unresolved. At this time, the Company cannot estimate what
additional costs may be incurred to continue covering the costs related to this
matter, but all such costs shall be deemed to be additional compensation to the
CEO. Recently, the parties have engaged in preliminary settlement discussions,
some of which have included the possible payment of cash or equity by the
Company. There can be no assurance that the Company may not be named a defendant
in this action in the future.

During the quarter ended June 30, 2003, the Company signed an unsecured credit
facility of $250,000 with Bank of the Southwest. The facility is for one year
and interest on borrowings, if any, will be an interest rate of 0.5% above the
Prime Rate, as defined. On July 2, 2003, the Company drew $100,000 of funds
under this credit facility and repaid this borrowing on August 2, 2003.


                                       21
<PAGE>
We believe that cash and cash equivalents on hand, anticipated future cash
receipts generated from operations and the availability of funds under our
existing line of credit will be sufficient to service our remaining debt and
meet our obligations as they become due over the next twelve months.

CERTAIN RISK FACTORS AFFECTING THE COMPANY'S BUSINESS

Our business is subject to numerous risks, including those discussed below. If
any of the events described in these risks occurs, our business, financial
condition and results of operations could be seriously harmed.

Our 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.

WE ARE DEPENDANT UPON 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. Our Chief Executive
Officer is involved in personal litigation, which may divert his attention from
the management of the Company. The Company's Board of Directors has resolved to
pay for the costs of defending a civil action filed against its CEO and
Chairman. The action involves a business that the CEO was formerly involved in.
The Company and at least one officer have received subpoenas in connection with
this matter and the Board believes that it is important to help resolve this
matter as soon as possible. The Board action includes the payment of legal and
other fees for any other officers and directors that may become involved in this
civil action. Through June 30, 2003, the Company has paid $344,976 on behalf of
its CEO relative to this matter. This civil action remains unresolved. At this
time, the Company cannot estimate what additional costs may be incurred to
continue covering the costs related to this matter, but all such costs shall be
deemed to be additional compensation to the CEO.

OUR OPERATING RESULTS ARE DIFFICULT TO PREDICT

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 or regulatory matters discussed below. 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/dilution through the billing aggregators and
CLEC markets seen recently or if direct mailing solicitations are not completed
on a timely basis each month or if the timing whereby monthly billings are
submitted to billing aggregators varies from month to month. Additionally, in
response to customer demand, we continue to attempt develop new products to
reduce our attrition rates.


                                       22
<PAGE>
WE ARE SUBJECT TO A STRICT 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.

OUR QUARTERLY RESULTS OF OPERATIONS COULD FLUCTUATE DUE TO FACTORS OUTSIDE OF
OUR CONTROL, WHICH MAY CAUSE FLUCTUATIONS AND A CORRESPONDING DECREASE TO THE
PRICE OF OUR SECURITIES. Our quarterly operating results may fluctuate for
reasons that are not within our control, including:

     -    demand for our services, which may depend on a number of factors
          including economic conditions, customer response rates to our direct
          marketing, customer refunds/cancellations and our ability to continue
          to bill customers on their monthly telephone bills rather than through
          direct invoicing;

     -    timing of new service or product introductions and market acceptance
          of new or enhanced versions of our services or products;

     -    our ability to develop and implement new services and technologies in
          a timely fashion to meet market demand as well as our ability to
          execute the mailing of our monthly direct mail solicitations; and

     -    the actions of our competitors; and

     -    the timing of billing and receipt of amounts from LEC's may vary, such
          that billing and revenues may fall into the subsequent fiscal quarter.

The fluctuation of our quarterly operating results, as well as other factors,
could cause the market price of our securities to fluctuate and decrease. Some
of these factors include:

     -    the announcement of new customers or strategic alliances or the loss
          of significant customers or strategic alliances;

     -    announcements by our competitors;

     -    sales or purchases of Company securities by officers, directors and
          insiders;

     -    government regulation;

     -    announcements regarding restructuring, borrowing arrangements,
          technological innovations, departures of key officers, directors or
          employees, or the introduction of new products; and

     -    general market conditions and other factors, including factors
          unrelated to our operating performance or that of our competitors.


                                       23
<PAGE>
Investors in our securities should be willing to incur the risk of such price
fluctuations.

WE FACE INTENSE COMPETITION, INCLUDING FROM COMPANIES WITH GREATER RESOURCES.
THIS COMPETITIVE PRESSURE COULD LEAD TO CONTINUED DECREASES IN OUR REVENUES,
WHICH WOULD ADVERSELY AFFECT OUR OPERATING RESULTS. Several companies currently
market yellow-page services that directly compete with our services and
products, including Yahoo and Microsoft. For several reasons, we may not compete
effectively with existing and potential competitors. These reasons may include:

     -    Some competitors have greater financial resources and are in better
          financial condition than us.

     -    Some competitors have more extensive marketing and customer service
          and support capabilities.

     -    Some competitors may supply a broader range of services, enabling them
          to serve more or all of their customers' needs. This could limit sales
          for us and strengthen existing relationships that competitors have
          with customers, including our current and potential customers.

     -    Some competitors may be able to better adapt to changing market
          conditions and customer demand; and

     -    Other competitors not currently involved in the Internet-based
          yellow-page advertising business may enter the market or develop
          technology that reduces the need for our services.

Increased competitive pressure could lead to lower prices and reduced margins
for our services. If we experience continued reductions in our revenue for any
reason, our margins will continue to be reduced, which would adversely affect
our results of operations. We cannot assure you that we will be able to compete
successfully in the future.

STOCK PRICES OF TECHNOLOGY COMPANIES HAVE DECLINED PRECIPITOUSLY OVER THE LAST
SEVERAL YEARS AND THE TRADING PRICE OF OUR COMMON STOCK IS LIKELY TO BE
VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES TO INVESTORS.  The trading
price of our common stock has risen significantly over the past couple of months
and could continue to be volatile in response to factors including the
following, some of which are beyond our control:

     -    decreased demand in the Internet-services sector;

     -    variations in our operating results;

     -    announcements of technological innovations or new services by us or
          our competitors;

     -    changes in expectations of our future financial performance, including
          financial estimates by securities analysts and investors;

     -    changes in operating and stock price performance of other technology
          companies similar to us;

     -    conditions or trends in the technology industry;

     -    additions or departures of key personnel; and

     -    future sales of our common stock.


                                       24
<PAGE>
Domestic and international stock markets often experience significant price and
volume fluctuations. These fluctuations, as well as general economic and
political conditions unrelated to our performance, may adversely affect the
price of our common stock.

TERRORIST ATTACKS AND THREATS OR ACTUAL WAR MAY NEGATIVELY IMPACT ALL ASPECTS OF
OUR OPERATIONS, REVENUES, COSTS AND STOCK PRICE. Recent terrorist attacks in the
United States, as well as future events occurring in response or connection to
them, including, without limitation, future terrorist attacks against United
States targets, rumors or threats of war, actual conflicts involving the United
States or its allies or military or trade disruptions impacting our domestic or
foreign suppliers of parts, components and subassemblies, may impact our
operations, including, among other things, causing delays or losses in the
delivery of supplies to us and decreased sales of our products. More generally,
any of these events could cause consumer confidence and spending to decrease or
result in increased volatility in the United States and worldwide financial
markets and economy. They also could result in economic recession in the United
States or abroad. Any of these occurrences could have a significant impact on
our operating results, revenues and costs.

Item  3  -  Controls  and  Procedures
            -------------------------

    The Company's management, including its Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of
the end of the period covered by this Quarterly Report (the "Evaluation Date").
Based on such evaluation, the Company's management has concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures are effective
such that material information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified by the Securities and
Exchange Commission's rules and forms relating to the Company. The Company's
management has also concluded that the Company's disclosure controls and
procedures are designed to accumulate and communicate the information required
to be disclosed by the Company to the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. No significant changes were made
in the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the Evaluation Date.


                                       25
<PAGE>
                          PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     We are party to ordinary routine litigation in the course of our
operations. We have also been subject to certain state and federal regulatory
proceedings. See Footnote 9 to the Company's financial statements included
herein.

The Company's Chairman and Chief Executive Officer, Mr. Tullo, is a party
defendant in an adversary proceeding ancillary to the Bankruptcy proceedings
under Chapter 11 of American Business Funding, Inc. ("ABF"). See United States
Bankruptcy Court for the District of Arizona, Case #00-01782-ECF-RJH, and Case
#00-00151-RJH American Business Funding Corporation (ABF) v. Tullo, et. al. The
suit alleges that all of the former officers of ABF, including Mr. Tullo, and
others and entities that may have been controlled by them, made fraudulent
conveyances and breached their fiduciary duty to certain shareholders of ABF.

     Mr. Tullo has answered the complaints against him and has denied all the
allegations and has been vigorously contesting the plaintiffs' claims. Mr. Tullo
and his legal counsel have provided the following information:

     Mr. Tullo alleges that he discovered a scheme of financial improprieties by
his partners and some employees, including misappropriation of funds from ABF.
Further that after Mr. Tullo left his former partners and those appointed by
them continued to raise funds without disclosure and to pay old obligations with
this new money. Mr. Tullo states that it was through his intervention, by
contacting many of the creditors, meeting with the Arizona Attorney General's
Office, and moving for and obtaining the appointment of a Receiver, and later a
court appointed examiner, that the activities stopped. Upon the appointment of
the receiver, the directors appointed by Mr. Tullo's former partners authorized
ABF to file for protection under the United States Bankruptcy Code and initiated
the suit referenced above.

     There are several other suits related to ABF and its bankruptcy
proceedings. In all of the cases not filed by the control persons of ABF, Mr.
Tullo is not named as a defendant. The only findings of fact and conclusions of
law that have been rendered in this series of cases is against one of the
directors installed by Mr. Tullo's former partners, and that was by the Arizona
Corporation Commission, docket number S-03443A-01-0000 Decision number 64079. In
addition, the suit filed by the American Support Foundation which is controlled
by the individuals appointed by Mr. Tullo's former partners has been dismissed
in Mr. Tullo's favor.

     The Company has conducted a limited investigation of these matters, but is
not in a position to confirm or deny the truth of the various and conflicting
allegations. The litigation does not presently name the Company as a defendant.
The litigation could adversely affect the Company if the litigation diverts Mr.
Tullo's attention from his duties as an officer and director of the Company.
Recently, the parties have engaged in preliminary settlement discussions, some
of which have included the possible payment of cash or equity by the Company.
There can be no assurance that the Company may not be named a defendant in this
action in the future. Closing arguments in this case were concluded in July,
2003 and a decision is expected on or before September 30, 2003. Any decision
may be subject to appeal.

The Company has agreed to pay all of Mr. Tullo's legal expenses in connection
with the foregoing action. To date, such expenses have aggregated $344,976.


                                       26
<PAGE>
ITEM  2.  CHANGES  IN  SECURITIES

     During the nine  months ended June 30, 2003, the Company issued the
following unregistered securities and on the following terms:

- -    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

- -    In December , 2003, the Company issued 50,000 shares (value of $3,750) to
     David J. Iannini, the Company's CFO. In addition, 250,000 shares (value of
     $25,000) were issued to Mar & Associates, Inc., an entity owned by a family
     trust, of which Mr. Iannini is the sole trustee. These shares were issued
     in consideration of services rendered to the Company through December 31,
     2002.

The restricted shares were issued based upon the average bid and ask prices at
the time of issuance and were issued in reliance on the exemption from
registration provided by Section 4 (2) of the Securities Act.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (b)  (a) See Exhibit Index The Registrant filed the following Current
          Reports on Form 8-K during the three-month period covered by this
          report and ending June 30, 2003:

     -    On May 30, 2003, the Company filed a Current Report on Form 8-K
          attaching a press release concerning the Company's earnings and
          results of operations for the Company's second fiscal quarter endied
          March 31, 2003.

     -    On July 22, 2003, the Company filed a Current Report on Form 8-K to
          report the execution of an Exclusive Domain Name License Agreement
          whereby the Company obtained exclusive rights to the "YP.com" domain
          name.

Items 3-5 are not applicable and have been omitted.


                                       27
<PAGE>
                                   SIGNATURES

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

                                    YP.NET,  INC.



Dated:  August 14th, 2003             /s/  Angelo Tullo
                                    -------------------
                                    Chairman, President, Chief Executive Officer
                                    --------------------------------------------

                                    /s/  David  J.  Iannini
                                    -----------------------
                                    Chief  Financial  Officer
                                    -------------------------



                                       28
<PAGE>
                                  EXHIBIT INDEX


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


    10.1       Colocation Agreement between the Registrant and XO
               Communications, Inc. dated June 10_, 2003
    10.2       Executive Consulting Agreement between the Registrant and Mar &
               Associates, Inc. dated May 1, 2003
    10.3       Private Label Agreement-Vista.com
    31.1       Certification of Principal Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002
    31.2       Certification of Principal Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002
    32         Certification of Principal Executive Officer and Principal
               Financial Officer Pursuant to Section 1350 of Chapter 63 of
               Title18 of the United States Code

____________



                                       29
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>

                                                                    Exhibit 10.1

                          COLLOCATION LICENSE AGREEMENT

     This  Collocation License Agreement (the "Agreement"), is made as of the 10
                                                                              --
day  of  June  2003 (the "Effective Date"), by and between Telecommunications of
         ----
Nevada,  LLC,  a  Delaware  limited  liability  company,  doing  business  as XO
Communications  a  Limited  Liability  Company,  on  behalf  of  itself  and its
operating  subsidiaries and affiliates, with an office at 2240 Corporate Circle,
Suite  100,  Henderson,  Nevada  S9014  ("XO") and Telco Billing, Inc., a Nevada
corporation, with an office at 806 Buchannon Blvd., Suite 250-115, Boulder City,
Nevada  89005  ("Customer")-  Customer  and  Service Provider being collectively
referred  to  herein  as  the  "Parties."

     WHEREAS,  XO  and/or its affiliates currently own or lease certain premises
(the  "Premises")  as  described  in  the applicable Collocation Schedule(s) and
amendments thereto, which are executed herewith and may be executed from time to
time,  and  all  of  which  are  made  a  part  hereof;

     WHEREAS,  Customer  desires  access  to a portion of the Premises to locate
therein  certain communications interconnection equipment (as defined below) and
cabling  (the "Equipment") for the purpose of interconnecting the Equipment with
the  XO  telecommunications  network  (the  "XO  Network");  and

     WHEREAS,  XO  is willing to grant Customer a license to occupy a portion of
the  Premises  upon  the  terms  and  conditions  hereinafter  set  forth.

     NOW,  THEREFORE, in consideration of the mutual covenants contained herein,
Customer  and  XO  hereby  agree  as  follows:

                                    AGREEMENT
                                    ---------

1.   LICENSE  TO  OCCUPY  AND  PERMISSIBLE  USE,

     A.  Subject  to the terms provided herein, and subject to The corresponding
execution  by  Customer  of  an  XO  service  order  agreement  to  purchase
telecommunications services from XO to be used in conjunction with this license,
except  as  otherwise  permitted  pursuant  to  subsection I.D. below, XO hereby
grants  to Customer a license (the "License") to install, operate, maintain, and
repair a communications system, associated equipment, lines and cables connected
thereto,  and/or hardware server(s) and its associated cables (collectively, the
"Equipment,"  as  further described below) in a portion of the Premises depicted
in  the  Collocation  Schedule  attached  hereto  and  made  a  part hereof (the
"Equipment  Space").  The  Equipment co-located by Customer in the Premises with
the  XO  communications  facilities  and associated equipment (the "Facilities")
hereunder shall include only transmission equipment, such as optical terminating
equipment  and  multiplexes,  and servers; provided that the Equipment shall not
include  voice-switching  equipment  unless  expressly  approved  in  writing in
advance  by  XO  Such  approval,  if  granted,  will  become  an  exhibit to the
applicable  Collocation  Schedule.  Customer agrees that XO has the right at any
time  to  audit  Customer's  traffic  and  business  records  in order to ensure
compliance  with the foregoing, and Customer will cooperate with any such audit,

     B.  Each  Collocation  Schedule  shall have attached thereto Exhibit A, the
Floor  Plan for the Equipment Space (including Equipment layout or diagram), and
Exhibit B, Technical Services. Each Collocation Schedule shall only be effective
upon  its  fall  execution by the Parties and together with the terms hereof and
the  related  exhibits shall constitute the entire agreement between the parties
with  respect  to  the  Equipment  Space  (collectively  the  "Agreement"),

     C.  Customer  shall  use  the  Equipment  Space and the Equipment installed
within  the  Premises  solely  to  provide communications services to or for the
benefit  of its customers or end users. Customer shall not prohibit or interfere
with  the  use  of  the Premises or any portion thereof, by XO or other tenants,
customers  or  occupants  of the Premises. Customer shall not sublicense, lease,
rent,  share,  resell  or  allow the use of the Equipment or Equipment Space, in
whole  or  in  part,  by  any  third  party,  including but not limited to other
providers  of  computer  or  communications  services,

     D.  Customer  may  use the Equipment Space only for purposes of installing,
maintaining  and operating Equipment necessary to support interconnection to the
XO  Network.  XO  shall  provide  all

                                XO CONFIDENTIAL
                                        1


<PAGE>
services  to  the Customer in each location in which the Customer has collocated
Equipment  in the XO facility when and where XO can provide and agree to provide
the  requested  services  (hereinafter  referred  to  as  the "XO Right of First
Refusal").  In  cases  where XO has determined in its sole discretion that XO is
unable  to  provide  certain  requested  services  to  Customer, XO will provide
written  notice  to  Customer  declining  its  Right  of  First Refusal, and the
Customer  may  then  be permitted to cross-connect to a third party carrier in a
neutral  location  specified by XO where XO has created "meet-me" rooms. XO will
install and manage all cross-connections (whether to a third party carrier or to
XO),  and  will  charge  Customer  accordingly.  Cross-connections  from  one
collocating  customer  to another may only occur in the applicable meet-me room.
Where  such  a  meet-me  room  is  not available, XO will designate an alternate
location  for  facilitating these cross-connects. These cross-connects will also
incur  a charge in addition to the charges set out in the applicable Collocation
Schedule;  such  additional  charge  will  be  determined by XO depending on the
specific  circumstances,

     E,  Customer will not be permitted to utilize the Equipment Space as a work
site.  Customer may not operate its business out of the Equipment Space or house
personnel  in  the  Equipment  Space.  This includes, but is not limited to, the
prohibition  against  Customer's receipt of mail at XO Facilities. Customer must
be present to receive all deliveries at each collocation site, must schedule the
receipt  of  any  deliveries  with the site's local contact at least twenty-four
(24)  hours  in  advance  of  each delivery, and must ensure that all deliveries
occur  as  scheduled. XO will not be held responsible in any way for the care of
any  deliveries made. Deliveries of any kind must be moved away from the loading
dock  or  other  receiving area at the collocation site within five (5) hours of
the  delivery.  If  the  delivery  has not been moved by a representative of the
Customer,  XO may move the delivery to another site, and will not be responsible
for  the  condition  of  the  delivery,  including Equipment delivered to the XO
Facilities.  Equipment  may  not  be stored at any collocation site unless it is
housed  within  the Customer's contracted caged area or cabinet. Mail deliveries
to  the  Customer may not be sent to the Collocation Site. Any mail addressed to
the  Customer  at  the  Collocation  Site  will  be  refused.

     F. Customer may obtain XO Technical Services at XO Facilities in accordance
with  Exhibit  B,  Technical  Services,  attached  to  and  made  a  part of the
applicable  Collocation  Schedule.

2.   CONDITION  OF  EQUIPMENT  SPACE  AND  PREMISES.  XO  makes  no  warranty or
representation  regarding  the Premises, including, without limitation, that the
Equipment  Space, the Facilities or the Premises are suitable for the License or
its  intended  use  thereof.  Customer  acknowledges  that  it has inspected the
Equipment Space and the Premises, accepts the same "AS IS" and agrees that XO is
under  no obligation to perform any work or provide any materials to prepare the
Equipment  Space  or  me  Premises  for  Customer,

3.   LICENSE  FEE  AND  PAYMENT.

     A.  Customer  shall pay XO, at its office, or at such other place as XO may
designate  from  time  to  time, a license fee(s) comprised of monthly recurring
service fees set forth in the applicable Collocation Schedule for Customer's use
of  the  Equipment  Space  under  the  terms  and  conditions  set forth herein,
including  any  applicable  taxes, fees and other charges, and any non-recurring
charges  (the  "License Fee"), Invoices for the license Fee and other applicable
charges  will  be  for  the  specified period, e.g., monthly, and are due within
thirty (30) days from the date of the invoice. License Fees and other applicable
recurring  and  nonrecurring  charges for collocation will appear on the invoice
one (1) month in advance, with the first month's charges pro-rated to the number
of days in service for the first month, and usage based or other related charges
that  vary  will be billed in arrears and included on the invoices, all of which
Customer  agrees  to  pay,

     B,  Invoices not paid within thirty (30) days from the date of the invoice,
unless  otherwise specified on the invoice, will be past due. Customer shall pay
XO  interest  at  the  rate  of  1.5%  per  month  on all sums not paid when due
hereunder  or  the  maximum  rate  allowable by law, whichever is less. Customer
agrees  to  reimburse  XO  for  any costs incurred as a result of any collection
activity,  including  lout  not  limited  to  reasonable attorney's fees, unless
otherwise  prohibited by law. Customer authorizes XO to request information from
a  reporting  agency to enable XO to assess Customer's credit history, that such
action is not an extension of "credit" to Customer, and that XO may, upon notice
to  Customer, alter any fee, service or billing arrangements as a result of such
report  or  upon  determination  of  a  change  in

                                XO CONFIDENTIAL
                                        2


<PAGE>
Customer's  financial  circumstances. In addition, Customer acknowledges that XO
may  require Customer to submit a deposit, bond or other financial assurances to
XO  if  so  requested  by  XQ.

4.   TERM. The term of the License to occupy each Equipment Space shall begin on
the  ''Requested  Service  Date,"  set  forth  in Paragraph 3 of each individual
Collocation  Schedule  or,  on  the date that XO delivers notice to the Customer
that the Equipment Space is available for use or it has completed the build- out
of  tile  Equipment  Space,  if  any  build-out is required and agreed to by XO,
whichever  is later. The date upon which XO provides notice to the Customer that
the  space  is  available and ready for use shall be referred to as the "Service
Commencement Date". XO will begin billing Customer for the License Fee and other
applicable  charges  on  the  Service  Commencement  Date.  The  minimum term of
Customer's  License  to occupy the Equipment Space shall be the period set forth
in  each  Collocation  Schedule, but in any case not less than one (1) year (the
"Term").  The  Term  shall  begin on the Service Commencement Date. In the event
that  XO  is  delayed  in  making  the  Equipment Space available for use by the
Customer  for  any reason other than the acts or omissions of Customer, Customer
shall  not  be  obligated  to pay the License Fee as set forth in the applicable
Collocation  Schedule  until such time as XO makes the Equipment Space available
to  Customer.  XO  SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM
DELAYS  IN  MEETING THE REQUESTED SERVICE DATE FOR THE EQUIPMENT SPACE SPECIFIED
BY  CUSTOMER, OR INABILITY TO PROVIDE SERVICES TO SUCH EQUIPMENT SPACE, CUSTOMER
MAY  NOT  CANCEL THIS AGREEMENT IF THERE IS A DELAY IN DELIVERY OF THE EQUIPMENT
SPACE  OR  ANY  RELATED  SERVICES UNLESS SUCH DELAY IS SOLELY DUE TO XO AND SUCH
DELAY  EXTENDS  NINETY  (90)  DAYS  BEYOND THE REQUESTED SERVICE DATE; PROVIDED,
HOWEVER,  IN  NO  EVENT  MAY CUSTOMER CANCEL IF XO HAS AGREED TO CONSTRUCT OR IS
CONSTRUCTING  FACILITIES  IN  THE  EQUIPMENT  SPACE.

5.   RENEWAL, XO will notify Customer, in writing, at least forty-five (45) days
prior  to  the  expiration of the Agreement, regarding the pending expiration of
this  Agreement  and  the  automatic  renewal  of  the Agreement, If neither the
Customer  nor XO cancel the Agreement before the end of the Term, this Agreement
will  automatically  renew  for a similar term and at the rates specified in the
applicable  Collocation Schedule. Any renewal or continuation of the License for
each  Equipment  Space  shall be contingent on the election by XO to continue to
own  or  lease  the  Premises  in  which  the Equipment Space is located for the
duration  of  the  Renewal  Period(s), such election to be exercised at the sole
discretion  of  XO.

6.   RESERVATION  OF  RIGHTS/NON-EXCLUSIVITY.  XO  reserves  the right to grant,
renew or extend similar licenses to others for locating equipment and facilities
in  the  Premises. Customer acknowledges that it has been granted only a license
to use and occupy the Equipment Space and that it has not been granted, nor does
it  possess,  any  real property interests in the Equipment Space. No use of the
Equipment  Space  or  XO Premises by Customer or payment of any charges required
under  this  Agreement  shall  create or vest in Customer any easements or other
ownership  or  real  property  interest of any kind or nature. If this Agreement
shall  be  construed  by the landlord or the sub-landlord of the XO Premises (if
applicable)  to  be a violation of the lease or sublease under which XO occupies
the  XO  Premises, then upon the request of XO, Customer shall either enter into
an  agreement  approved  by such landlord or sub-landlord, or immediately remove
Customer's  Equipment  from  the  XO  Premises.  XO  agrees  to use commercially
reasonable  efforts  to  cooperate  with  Customer  in  obtaining  the approvals
Customer  may  need  to  obtain  from  the  landlord  or  sub-landlord.

7.   ACCESS  TO  XO  PREMISES.  Subject  to  the terms and limitations described
herein,  including  XO  reasonable  security measures, XO shall provide Customer
reasonable  access  to  the  Premises in order to access the Equipment Space, in
accordance  to the specifications set forth in the Collocation Schedule, so that
Customer  may  perform  installation,  operation,  maintenance,  replacement and
repair  functions.  All  such  access  and  other activities shall be subject to
Customer providing XO with reasonable advance notice, and shall be at Customer's
expense.  During  such  access,  unless  unrestricted  access  is identified and
permitted  pursuant  to  the  applicable  Collocation Schedule, Customer must be
accompanied  at  all  times by an XO designated representative and Customer will
incur  the  Escort  Charges  as  follows:

     Normal  XO  Business  Hours  (Monday-Friday,  8:00  am
     to  5:00 pro local time  (except  XO  holidays)):              $75 per hour

     XO Non Business Hours (all other times, Holidays and Sundays):$100 per hour

                                XO CONFIDENTIAL
                                        3


<PAGE>
8.   INSTALLATION  AND  OTHER  WORK.

     A.  Prior  to  the  commencement  of  any  work  at or around the Premises,
Customer  shall,  at  its  cost  and  expense, prepare and deliver to XO working
drawings,  plans  and  specifications  (the  "Plans"),  detailing  the technical
characteristics,  location and size of the Equipment and/or die Equipment Space,
specifically  describing  the  proposed  installation  and  related  work,  and
detailing  the schedule for all installation activities related thereto. No work
shall  commence  until  XO,  in  its  sole discretion, has approved the Plans in
writing  and Customer has received such written approval. The Equipment shall be
designed  and  constructed  so as to prevent electromagnetic and radio frequency
signal  leakage.  XO  shall  allow  Customer  to connect the Equipment to the XO
Facilities  in  accordance  with  industry-accepted  practices  and  procedures.

     B.   Customer  shall:

          I.  perform  such  installation  and  other  work  in  a  safe  manner
          consistent  with the Equipment manufacturers' specifications, industry
          standards  and  practices  and  other  requirements  provided  by  XO;

          II.  perform  such  construction  and  other  work  so  as to minimize
          interference  with  the  operation  of the Premises and the occupants'
          activities  and  businesses;

          III.  perform  heavy  construction  or  installation activities, which
          would  reasonably  be  considered  as disruptive or noisy, before 8:00
          a.m.  and  after  5:00  p.m.  local  time  or  as otherwise reasonably
          requested  by  XO;

          IV.  obtain  necessary  federal, state and municipal permits, licenses
          and approvals, prior to the commencement of any installation and other
          work;

          V.  conduct  its  installation  or  work  activities  with
          manufacturer-certified  technicians;

          VI.  be  responsible  for  safety  conditions  in  the  areas  of work
          performance  at  all  times;

          VII.  keep  the  installation  or  work  areas safe and orderly at all
          times;  and

          VIII upon completion of installation or other work, leave the Premises
          clean  and  free  from  all of its materials, tools, and equipment not
          required  after  installation  and  from  all rubbish and debris which
          result  from  such  installation  activities.

     C.  XO  shall  have the light to order Customer to stop its installation or
other work activities, without liability to XO, if XO determines such activities
are  interfering with the operation of the Premises or the occupants7 activities
and  quiet  enjoyment  thereof,

9.   UTILITIES  AND  INTERRUPTIONS.

     A. During the Term, XO shall use commercially reasonable efforts to furnish
to  Customer  electrical  power necessary to meet the reasonable requirements of
Customer  at  the Premises. If the power provided by XO causes interference with
the  proper  operation of Customer's Equipment, Customer will be responsible for
providing  at Customer's sole expense any filtering or regulation devices within
the  Equipment  Space,  to  correct  the  interference.

     B.  To  the  extent Customer chooses to install a separate electrical panel
and  meter  for  the  Equipment,  Customer  shall  pay all costs associated with
installation of such separate electrical panel and meter in the Equipment Space.
Customer  shall  pay,  and otherwise be responsible for and indemnify XO against
all electrical, HVAC and other utility costs attributable to such separate panel
and  meter  installed  for the Equipment and all of Customer's activities in the
Premises.  Such  payment  will  be  made  by Customer directly to the applicable
utilities  and  vendors  if  so  billed,  or  Customer  shall pay Customer's pro

                                XO CONFIDENTIAL
                                        4


<PAGE>
rata  share  of such costs to XO, including a management fee, if XO is billed by
the utilities. Customer acknowledges that such pro rata utility costs paid to XO
may  vary  by  region  and arc subject to change with thirty (30) days notice to
Customer.

     C.  XO  shall  use  commercially  reasonable  efforts to notify Customer in
advance  of  any  planned  utility  or  other interruptions or outages which may
interfere with Customer's use of the Equipment Space. Further, the Parties shall
use  reasonable  commercial  efforts to avoid any unnecessary interruptions and,
where required, to work with each other to plan and coordinate necessary service
and  utility interruptions so as to minimize disruptions to Customer's Equipment
and XO Facilities. However, XO shall not be liable, including without limitation
to  Customer  or any of its customers or end users, for any damages, liabilities
or  expenses  resulting from or caused by such interruptions or outages, whether
01  not  due  to  XO  negligence  or  otherwise,

10.  EQUIPMENT  OWNERSHIP  AND  MAINTENANCE,

     A.  The  Equipment  shall  belong  to  Customer and shall be located in the
Premises  at  the  sole  risk of Customer, and XO shall not be liable for damage
thereto  or  theft,  misappropriation or loss thereof, except in the event of XO
gross negligence or willful misconduct. All Equipment supplied by Customer shall
be  conspicuously  labeled  by  the  Customer  as  such.

     B.  Customer  shall  at its sole expense maintain and repair its Equipment,
including  without  limitation  to  avoid  hazard or damage to the Facilities or
injury  to  XO  employees,  agents and suppliers or to the public. In case where
additional  protection  facilities  are  required, the same shall be provided by
Customer,  at  Customer's  sole expense. XO shall have no responsibility for the
maintenance  and  repair  of  the  Equipment.

     C.  At  the  expiration  or termination of this Agreement or any individual
Collocation Schedule, Customer will remove the Equipment and Customer's personal
property  from  the Premises in a neat and orderly manner, and repair all damage
caused by such removal, at Customer's sole cost and expense. Any property not so
removed  within  sixty  (60)  days  after  the expiration or termination of this
Agreement or any individual Collocation Schedule shall be deemed the property of
XO  and  Customer  shall be liable for all costs incurred by XO from the removal
and storage, if applicable, of the Equipment which Customer failed or refused to
remove  as  well as any costs incurred by XO for the repair of the Premises as a
result  thereof.

11.  LIMITATIONS  ON  USE  AND  RELOCATION.

     A.  XO  may  limit the use of the Equipment Space or any portion thereof by
Customer  hereunder  when  necessary because of conditions beyond its control as
set forth in Section 21.M. herein and damages are limited pursuant to Article 20
set forth below. In addition, XO reserves the right at all times during the Term
to  suspend  any  and  all  services and/or Facilities to be provided hereunder,
including,  without  limitation  to  furnishing of electrical power, and remove,
change  or  otherwise  terminate  the  operation  of Customer-supplied Equipment
installed  in  the  Equipment  Space  without  notice,  if XO deems, in its sole
discretion,  that  such  actions  are  necessary  to  protect  the  public or XO
personnel,  agents,  and XO Facilities or services from damages or injury of any
kind.  Where  possible, XO will notify Customer promptly of such action and work
in  cooperation  with  Customer  to  effect  such  remedies  so as to permit the
Equipment  to  be  returned  to  operation  in  an  acceptable  manner,

     B.  XO  shall  have  the right to relocate or require the relocation of the
Equipment  if  such  relocation  is  necessary  or  desirable,  in XO reasonable
judgment,  including  without  limitation due to damage to the Premises. In such
event,  XO  shall provide Customer with reasonable advance notice of the need to
relocate such Equipment, and the Parties shall meet to agree upon the activities
required  for  such  relocation.  Customer  shall  be  responsible for all costs
resulting  from  such relocation of the Equipment. If Customer and XO are unable
to  agree  upon  the  terms  of  such  relocation,  Customer  may  terminate the
applicable  Collocation  Schedule,  subject  to  Customer's  performing  its
obligations  resulting  from termination and paying all sums due prior to actual
termination.

                                XO CONFIDENTIAL
                                        5


<PAGE>
12.  ENVIRONMENTAL  RESPONSIBILITY,

     A. XO and Customer agree to comply with applicable federal, state and local
environmental,  health  and  safety  laws  and  regulations,  including  U.S.
Environmental  Protection  Agency ("EPA") regulations issued under the Clean Air
Act,  Clean  Water  Act,  Resource  Conservation and Recovery Act, Comprehensive
Environmental Response, Compensation and Liability Act, Superfund Amendments and
Reauthorization  Act  and  the Toxic Substances Control Act and OSHA regulations
issued  under  the Occupational Safety and Health Act of 1970 and all similar or
related  state  laws.  Each  Party has the responsibility to notify the other if
compliance  inspections occur and/or citations are issued that impact any aspect
of  this  Agreement  or  involve  any  exposure  to hazardous materials at an XO
facility.

     B.  To the extent required by federal, state or local laws, XO and Customer
are  each  responsible  for  preparing  and  distributing or posting any and all
notices  of known, recognized or suspected physical hazards or chemical hazards,
including  but  not limited to providing and posting Material Safety Data Sheets
("MSDSs")  for  materials  present on the Collocation Site or brought on site to
the  Collocation  Site.

     C.  Customer  owns any materials brought to or used at the Collocation Site
by  Customer  or  remaining  at  the  Collocation Site as a result of Customer's
activities.  Customer  shall  indemnify XO for any claims or liabilities arising
from the effects of these materials or the presence of the materials themselves.
Customer  shall  not  take  any  action  that  creates substantial new safety or
environmental  hazards nor shall Customer use or store hazardous materials other
than  those  already  present  as a result of XO's activities at the Collocation
Site.  Customer  shall  have  plans  in place to address any release or exposure
resulting  from  the  presence of hazardous materials present at the Collocation
Site and if requested by XO, Customer shall demonstrate to XO that its plans are
adequate  and  will  result  in  the appropriate level of emergency response for
materials  present  at  the  Collocation  Site.

     D.  Customer  shall,  at  its  sole  cost and expense, obtain, maintain and
comply  with environmental permits, approvals, or identification numbers, to the
extent  such  permits,  approvals,  or identification numbers are required under
applicable  federal,  state  or local laws. If the relevant regulatory authority
refuses  to  issue  a  separate  permit,  approval,  or identification number to
Customer, Customer may seek permission from XO to apply for coverage under or to
use  an  existing  XO  permit,  approval,  or identification number, but only if
allowed  by  applicable  federal, state or local laws. If XO approves Customer's
use  of  XO's  permit, approval or identification number, Customer shall, at its
sole  cost  and  expense,  take  all  necessary  steps  to obtain the regulatory
approvals required for Customer's use of XO's permit, approval or identification
number.  Customer  shall  comply  with  all  of  XO's  environmental
practices/procedures  relating  to  the  activity  in question, including use of
environmental  "best  management  practices"  ("BMP")  and/or  selection  of
disposition vendors and disposal sites in accordance with XO selection criteria.
Notwithstanding  Customer's  compliance  with  this  provision,  Customer  shall
indemnify, defend and hold XO harmless for any claims or liabilities arising out
of  Customer's  use  of XO's permit, approval or identification number. Customer
shall  also  provide  XO  with  copies  of all documents, reports, data or other
information  associated  in any way with Customer's use of XO's permit, approval
or  identification  number  and  shall  cooperate  with  XO if XO is required to
complete  any  reports  or respond to other inquiries associated with Customer's
use  of  XO's  permit,  approval  or  identification  number.

     E.  Customer  shall  be  solely  responsible  for  compliance  with  all XO
security,  fire,  safety,  environmental  and  building  practices/codes  by its
visitors,  employees  and  contractors.  Customer  shall  provide  any necessary
training  to  its visitors, employees and contractors who work in XO facilities.

     F,  Customer  shall,  at  its  sole cost and expense, prepare and/or submit
emergency  response  plans and community right-to-know reporting required by law
for  Customer's  facilities  at  the Collocation Site. Customer shall provide XO
with  a  copy of all such plans and reports. If XO is required to prepare and/or
submit  emergency response plans and community right-to-know reporting, Customer
shall provide XO with information in Customer's possession necessary to complete
such  plans  or reports and shall cooperate with XO in the implementation of any
such  plans.  Customer  shall  be  solely  responsible  for  payment of any fees
associated with its plans or reports. If XO is required to pay fees for plans or
reports

                                XO CONFIDENTIAL
                                        6


<PAGE>
associated  with  the  facility as a whole, Customer and XO shall develop a cost
sharing procedure and Customer shall reimburse XO for its share of such costs.

     G.  Notwithstanding  Article  14  below,  with  respect  10  environmental
responsibility  under  this Article 12, XO and Customer shall indemnify, defend,
and  hold  each  other  harmless  from and against any claims (including without
limitation,  third party claims for personal injury or real or personal property
damages),  judgments, damages (including direct, indirect and punitive damages),
penalties,  fines,  forfeitures, cost, liabilities, interest and losses that are
either  (i)  proximately  caused by the indemnifying Party's gross negligence or
willful  misconduct regardless of form, or (ii) in connection with the violation
or  alleged violation of any applicable requirement with respect to the presence
or  alleged  presence  of  contamination arising out of the indemnifying Party's
acts or omissions concerning its operations and/or activities at the Facilities.

     H.  Any activities impacting safety, health or the environment must also be
harmonized  with  the specific agreement and the relationship between XO and the
private  landowner  or  lessor,  if any. Customer's activities may be limited by
such  agreements,  including but not limited to limitations on Equipment access.

13.  CUSTOMER'S  COVENANTS  AND  WARRANTIES.

     A.   Customer  hereby  covenants  and  warrants:

          I.   To  keep  the  Equipment  Space  and the Equipment in good order,
          repair  and condition throughout the Term, to provide XO with full and
          free  access  to  the  Equipment  at  all  times,  and to promptly and
          completely  repair  all  damage  to  the  Premises caused by Customer;

          II.   To  comply with federal, state and municipal laws, orders, rules
          and  regulations  applicable  to  its  activities  and  the Equipment;

          III.  Not  to  disrupt, adversely affect or interfere with XO or other
          providers  of  services in the Premises or with any occupant's use and
          enjoyment of its equipment, its leased/occupied premises or the common
          areas  of  the  Premises;

          IV.   To  pay  its monthly license fee when due and to provide written
          notice  to  XO  if  such  payment  is  disputed;  and

          V.    To  comply with the limitations on permissible Equipment and use
          of  the  Premises  as  set  out  in  Article  1  of  this  Agreement.

     B.  Customer  represents  and  warrants  to XO that it has obtained or will
obtain, at Customer's sole cost and expense and prior to the installation of any
of  Customer's Equipment, from all applicable public and/or private authorities,
all  leases,  licenses,  authorizations, permits, rights of way, building access
agreements  and  easements  necessary to operate, maintain and repair Customer's
Equipment  within the Premises. Customer further represents and warrants that it
will maintain all such authorizations throughout the term of this Agreement.

14.  INDEMNIFICATION.  Customer  shall  defend,  indemnify,  and  hold  XO,  its
principals, officers, directors, agents, and employees harmless from and against
any  loss,  cost,  damage,  liability,  claims  and expenses of any kind arising
directly  or indirectly from the installation, operation, maintenance and repair
of Customer's Equipment, or from Customer's or any of Customer's subcontractors'
or  agents'  acts  or  omissions  including,  but  not  limited  to,  reasonable
attorneys' fees and court costs, except to the extent such loss, damage, cost or
expense  is  due  to  the  gross  negligence  or willful misconduct of XO or its
employees or agents. The provisions of this Article 14 shall survive termination
of  this  Agreement.

                                XO CONFIDENTIAL
                                        7


<PAGE>
15.  INSURANCE.

     A.  Customer  shall  maintain  such  insurance, including through a blanket
policy,  as  will  fully protect both Customer and XO from any and all claims by
employees  of  Customer  under  the  Workers'  Compensation  Act  or  employer's
liability laws, including any employers' disability insurance laws, and from any
and  all  other  claims  of  whatever  kind  or nature for any and all damage to
property  or for personal injury, including death to anyone whomsoever, that may
arise  from  Customer's  acts  or  omissions,  including  without  limitation
installation,  operations,  maintenance  or  repair  services,  in or around the
Premises  by Customer or by anyone directly or indirectly engaged or employed by
Customer.  Customer  shall  provide XO with certificates evidencing the required
coverage  before  XO  begins  any installation work or services in or around the
Premises and indicating that XO shall be notified not less than thirty (30) days
prior  to  any  cancellation  or material change in any coverage. Such insurance
shall also name XO as an additional insured party under the coverage.

     B.  Customer's  General  Liability  Insurance  shall have a combined single
limit  of  $5,000,000  (including  any applicable primary and umbrella or excess
coverage).

     C.  Insurance  described in Paragraphs (A) and (B) of this Article 15 shall
be  maintained  by Customer throughout the term of this Agreement and any period
during  which  any claims arising from this Agreement are or may be outstanding.
Upon  Customer's  default  in  obtaining  or  delivering  any  such  policy  or
certificate of insurance or Customer's failure to pay the premiums therefore, XO
may  (but  shall  not  be  obligated  to) secure or pay the premium for any such
policy  and  charge  Customer the cost of such premium, which Customer agrees to
pay,  or XO may terminate this Agreement, in whole or in part, without liability
to  Customer.

16.  LIENS.  Customer  shall  not permit any mechanic's, material men's or other
liens  to  be  filed against all or any part of the Premises, Equipment Space or
Facilities,  by  reason  of  or  in  connection  with  any repairs, alterations,
improvements  or  other  work contracted for or undertaken by Customer. Customer
shall,  at  XO  request, provide XO with enforceable, conditional and final lien
releases (or other reasonable evidence demonstrating protection from liens) from
its  contractors  or other parties performing such work. XO shall have the right
at  all  reasonable times to post on the Premises and record any notices of non-
responsibility  which  it  deems necessary for protection from such Hens. If any
such  liens arc filed, Customer shall, at its sole cost, within thirty (30) days
after filing thereof, cause such lien to be released of record or bonded so that
it  no  longer  affects title to the Premises, Equipment Space or Facilities. If
Customer fails to cause such lien to be so released or bonded within such thirty
(30)  day  period, XO may, without waiving its rights and remedies based on such
breach,  and  without releasing Customer from any of its obligations, cause such
lien  to  be  released  or  bonded. Customer shall reimburse XO, within ten (10)
business  days  after  receipt  of invoice from XO, any sum paid by XO to obtain
such  bond  or  release.

17.  SUBCONTRACTORS.  Customer  may  subcontract  any portion of work within the
Premises  contemplated by this Agreement to any entity competent to perform such
work.  However,  Customer  must  obtain XO written approval before utilizing any
subcontractor to perform any activities within the Premises under this Agreement
and  provide  evidence  that  subcontractor  maintains  the  same  or additional
insurance  coverage  as  required  by Customer under this Agreement. In no event
shall such subcontract relieve Customer of any of its obligations or liabilities
under  this  Agreement.

18.  CONFIDENTIALITY.  The  Parties agree that all documentation and information
provided  by the other shall be used solely in connection with the installation,
operation, maintenance, and repair of the Equipment, that all such documentation
and information shall be deemed proprietary to the disclosing party and shall be
received  and  maintained  in  confidence.  Customer  acknowledges  that  all
information  about XO Customers and their operations is confidential and may not
be  disclosed  and  that Customer agrees it will not use any such information to
solicit  any  business  from  XO  Customers. Each Party shall preserve the other
Party's  confidential  information provided to it hereunder with the same degree
of care in protecting its own confidential or proprietary information, but in no
event  less  than  a  reasonable  standard  of  care  shall  be  used, and where
requested,  Customer  shall  execute and comply with the terms of an XO standard
General  Non-Disclosure  Agreement

                                XO CONFIDENTIAL
                                        8


<PAGE>
19.  TERMINATION.

     A.  TERMINATION  FOR BREACH. XO may terminate the Agreement, in whole or in
part,  if  the  Customer  materially  breaches  any  warranty,  representation,
agreement, or obligation contained or referred to in the Agreement, or any other
agreement  with  XO,  provided  XO  has given Customer notice of such breach and
Customer  has  failed  to  cure  such  breach  within  a  thirty (30) day period
following notification, unless another cure period is noted in Paragraph B below
or such other applicable agreement; provided further, however, in the event of a
material  breach  by  Customer,  XO  may terminate the Agreement, in whole or in
part,  immediately  and  Customer  shall  be  subject  to  liability  for  early
termination  as  set  forth  in  Paragraph  D  below.

     B.   EVENTS  OF MATERIAL BREACH. Events of material breach by Customer of a
warranty,  agreement, representation, or obligation include, but are not limited
to:

          I.   Interference or damage caused to Facilities or other equipment or
          facilities  at  the  Premises  by  the  installation,  operation,
          maintenance, replacement or repair of the Equipment, which breach must
          be  cured  within  twenty-four  (24)  hours.

          II.  Failure  by  Customer to pay the License Fee or any charges under
          an  XO  service order, and interest as and when due, which breach must
          be  cured  within  a  ten  (10)  calendar  day  period.

          III. Breach  by Customer of any material non-monetary provision of the
          Agreement  or  an  XO  service  order.

          IV.  If  Customer  abandons  or  deserts the Equipment during the Term
          hereof  or Customer removes from the Premises (and does not replace or
          substitute  equipment  for)  all  of  the  Equipment.

          V.   Customer's failure to complete all installation activities within
          one  (1)  month  of  the  Effective  Date of an individual Collocation
          Schedule.

          VI.  Failure  to  observe  the  use  provisions  and  limitations  on
          permissible Equipment as set forth in the Agreement, including Article
          1  above,  which  breach  must  be  cured  immediately  upon  notice.

          VII. Cancellation/abandonment  of  a  site  pursuant  to a Collocation
          Schedule either prior to or after Customer has taken possession of the
          Equipment  Space  and/or  XO  has begun the build-out of the requested
          space.

          VIII.  Violation  of  the  confidentiality/press  release  provisions
          contained  herein,  which  violation  must  be  cured immediately upon
          notice.

     C.  COMMUNICATION  FACILITIES. Notwithstanding anything contained herein to
the  contrary,  in  the event XO is required to construct and/or acquire special
facilities  or  equipment  in  connection  with providing the Equipment Space to
Customer,  Customer  acknowledges  and  agrees  that  XO  may  therefore  incur
significant  costs  and  expenses in preparing such Equipment Space to Customer,
including but not limited to costs associated with constructing and/or acquiring
special facilities or equipment necessary for delivery of the Equipment Space to
Customer.  In  addition  to any other rights and remedies XO may have at law, in
equity  or  as  provided  herein,  Customer agrees that if Customer cancels this
Agreement  or  any  individual Collocation Schedule after signature but prior to
the  Service  Commencement  Date,  Customer shall reimburse XO for all costs and
expenses XO incurred in constructing and/or acquiring such special facilities or
equipment.

D.   EARLY  TERMINATION  CHARGE/BREACH.

     1.  PRIOR  TO  SERVICE  COMMENCEMENT.  In  addition to any other rights and
remedies  XO  may have at law or in equity, including those set forth in Section
19.C  above,  Customer  agrees  that  if  Customer

                                XO CONFIDENTIAL
                                        9


<PAGE>
cancels,  terminates  or  breaches  any  applicable  Collocation  Schedule after
execution  of  the  Collocation  Schedule  but prior to the Service Commencement
Date,  Customer  shall  pay XO an early termination charge in an amount equal to
two  (2)  months  of  the  License  Fee  set forth on the applicable Collocation
Schedule(s).

     2.  On  or After Service Commencement. Except as otherwise required by law,
if, after the Service Commencement Date, Customer: (a) commits and fails to cure
(to  the  extern  cure  is permitted herein) a material breach of the Agreement,
including  any  Collocation Schedule; or (b) Customer cancels or terminates this
Agreement  or any Collocation Schedule at any time before completion of the Term
or  any  renewal  Term, then XO may elect to pursue one or more of the following
courses  of  action,  as  applicable:  (i)  terminate  this  Agreement  or  any
Collocation  Schedule,  whereupon  all License Fees, including all non-recurring
charges,  for  the remaining Term are immediately due and payable, and terminate
any  related  service  order agreements, whereupon all early termination charges
set  forth  therein  are  also  due;  (ii)  take immediate appropriate action to
enforce  payment, including suspension or discontinuance of the use of or access
to  the  Premises,  Equipment Space or Facilities or any part thereof, including
discontinuing all services to such Equipment Space or Customer equipment; and/or
(iii)  pursue  any  other  remedies as may be available at law or in equity. Any
termination  of this Agreement, any Collocation Schedule or any related services
by  XO  shall  not be construed as an exclusive remedy and shall not preclude or
waive  XO's  right  to pursue any other available remedies. It is agreed that XO
damages  in  the  event  of  cancellation  or  termination shall be difficult or
impossible  to  ascertain.  The  provisions  of  this  Article  19 are intended,
therefore,  to  establish  liquidated damages in the event of such event and are
not  intended  as  a  penalty.

20.  DISCLAIMERS

     A.  The  warranties and remedies set forth in this Agreement constitute the
only warranties and remedies with respect to this Agreement. SUCH WARRANTIES ARE
IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR  PURPOSE  OR  USE.

     B.  DAMAGES  LIMITATION  AND  DISCLAIMER. IN NO EVENT SHALL XO BE LIABLE TO
CUSTOMER  OR  TO CUSTOMER'S END USERS OR OTHER THIRD PARTIES FOR ANY INCIDENTAL,
INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE  DAMAGES,  INCLUDING  WITHOUT
LIMITATION  ANY  LOST PROFITS, LOST GOODWILL, OR LOST BUSINESS, ARISING UNDER OR
AS A RESULT OF THIS AGREEMENT, EVEN IF XO HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH  DAMAGES  OR  EVEN  IF DUE TO XO'S OWN NEGLIGENCE, FURTHERMORE, IN NO EVENT
WILL  XO  BE LIABLE TO CUSTOMER FOR ANY DAMAGES, DIRECT OR INDIRECT, ARISING OUT
OF  CUSTOMER'S  USE  OF  THE PREMISES OR THE SERVICES PROVIDED HEREUNDER, UNLESS
SUCH  DAMAGES  ARE  THE  DIRECT  RESULT  OF  XO'S  GROSS  NEGLIGENCE  OR WILLFUL
MISCONDUCT.  IN  ANY EVENT, XO'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
THE  TOTAL  LICENSE FEES PAID TO XO UNDER THE APPLICABLE COLLOCATION SCHEDULE IN
THE  PRIOR  THREE  (3)  MONTHS  OF  THE  AGREEMENT.

21.  MISCELLANEOUS

     A.  ASSIGNMENT.  Customer  shall not assign, transfer or otherwise encumber
any interest it has hereunder or may have in the Equipment Space, this Agreement
or delegate its duties hereunder without the prior, written consent of XO, which
consent  will  not  be  unreasonably withheld. This Agreement shall inure to the
benefit  of  and  be  binding  on  all successors and assigns. Any assignment in
contravention  of  these  provisions  shall  be  null  and  void.

     B. NOTICE. Every notice required or permitted hereunder shall be in writing
and  shall  be delivered to the Party's address set forth in the preamble of the
Agreement.  Either  Party  may  change  its  address  for  the purpose of notice
hereunder by providing the other Party with notice of the new address.

     C.  GOVERNING  LAW. This Agreement shall be governed by and construed under
the  laws  of  the  Commonwealth  of  Virginia. Venue for any action between the
Parties  shall  be  in  the  State  Courts  in

                                XO CONFIDENTIAL
                                       10


<PAGE>
Fairfax  County, Virginia 01 the Federal District Court for the Eastern District
of  Virginia,  and  Customer agrees to accept exclusive personal jurisdiction of
such  courts.

     D.  SEVERABILITY.  If  any  term or condition of the Agreement shall to any
extent  be  held  invalid or unenforceable by a court of competent jurisdiction,
the  remainder of the Agreement shall not be affected thereby, and each term and
condition shall be valid and enforceable to the fullest extent permitted by law.

     E.  NON-WAIVER.  Any  failure  or  delay  by  either  Party  to exercise or
partially  exercise  any right, power or privilege under the Agreement shall not
be  deemed  a waiver of any such right, power, or privilege under the Agreement.

     F.  MODIFICATIONS.  No  modifications or amendments to the Agreement and no
waiver  of  any provisions hereof shall be valid unless in writing and signed by
duly  authorized  representatives  of  the  Parties.  In  addition,  electronic
acceptance  of  any  additional  terms,  conditions  or  supplemental contracts,
including  Collocation  Schedules,  by  a Party's employee or agent shall not be
valid  or  binding  on  a  Party  unless  accepted  in  writing  by  authorized
representatives  of  both  Parries.

     G.  BINDING EFFECT. The Agreement binds the named Parties and each of their
employees,  agents,  independent  contractors,  representatives  and  persons
associated  with  it.

     H.  AUTHORIZATION. Both Parties have full power and authority to enter into
and perform this Agreement. The representatives signing this Agreement on behalf
of  the  Parties  have been properly authorized and empowered to enter into this
Agreement.

     I.  REGULATORY  AND  LEGAL  COMPLIANCE.  Customer  acknowledges  that  the
respective  rights  and obligations of each Party as set forth in this Agreement
are  based  on  existing  law and the regulatory environment as it exists on the
date  of execution of this Agreement. In the event of any effective legislative,
regulatory  or  judicial  order,  rule,  regulation,  arbitration  or  dispute
resolution  or other legal action affecting the provisions of this Agreement, XO
may,  by  providing  written  notice  to  Customer,  require  that  the affected
provisions of this Agreement be renegotiated in good faith. This Agreement shall
be  amended  accordingly  to  reflect  the pricing, terms and conditions of such
Amendment.  In  addition,  to  the  extent  related to XO services being used in
connection with this License, Customer warrants that all traffic being delivered
by  Customer  to  XO  and  all  traffic  that  XO  delivers to Customer that has
originated  in  the  local  calling  area in which Customer's terminating NXX is
assigned  and/or  in  which  such  traffic  is  terminated to Customer, is local
traffic  or  is  legally  entitled  to  be  treated  as  local traffic under all
applicable  federal,  state  and  local  laws,  administrative  and  regulatory
requirements  and  any  other  authorities  having jurisdiction over the subject
matter  of  this  Agreement.

     J.  ACKNOWLEDGMENT OF UNDERSTANDING. The Parties acknowledge that they have
read  the  Agreement,  understand  it  and  agree  to  be bound by its terms and
conditions.  Further,  the  Parties agree that the Agreement is the complete and
exclusive statement of the agreement between the Parties relating to the subject
matter  of  the  Agreement,  and  supersedes all proposals, letters of intent or
prior  agreements,  oral  or  written,  and  all  other  communications  and
representations  between  the  Parties  relating  to  the  subject matter of the
Agreement.

     K.  ATTORNEYS'  FEES AND COSTS. If any litigation is brought to enforce, or
arises  out  of,  the  Agreement  or  any term, clause, or provision hereof, the
prevailing  Party  shall be awarded its reasonable attorneys' fees together with
expenses  and  costs  incurred  with  such litigation, including necessary fees,
costs,  and expenses for services rendered, as well as subsequent to judgment in
obtaining  execution  thereof.

     L.  INDEPENDENT  CONTRACTOR RELATIONSHIP. Nothing contained herein shall be
construed  to  imply  a  joint  venture,  partnership,  or employer and employee
relationship  between  the Parties. Neither Party shall have any right, power or
authority  to  create any obligation, express or implied, on behalf of the other
without the prior written approval of the other Party, except as defined in this
Agreement  or  as  mutually  agreed  to  under  the terms of this Agreement. The
employees  or  agents  of  one  Party shall not be deemed or construed to be the
employees or agents of the other Party for any purpose whatsoever.

                                XO CONFIDENTIAL
                                       11

<PAGE>
     M.  FORCE  MAJEURE. Neither Party shall be liable or responsible for delays
or  failures  in performance resulting from events beyond the reasonable control
of  such  Party.  Such  events  shall include but not be limited to acts of God,
strikes,  lockouts,  labor  disputes,  riots,  acts  of  war, epidemics, acts of
government,  fire,  power  failures,  nuclear  accidents, earthquakes, unusually
severe  weather,  or  other  disasters, whether or not similar to the foregoing.
Customer  shall  not  be entitled to abate payment of the License Fee during the
pendency of any delays or failures in performance caused by or resulting from an
event  beyond  the  reasonable  control  of  a  Party.

     N.  REMEDIES.  Except as otherwise provided for herein, no remedy conferred
by  any  of the specific provisions of the Agreement is intended to be exclusive
of  any  other remedy. Each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder, now or hereafter existing at law
or  in  equity  or  by  statute  or  otherwise.  The election of any one or more
remedies  by  either  Party shall not constitute a waiver of the right to pursue
other  available  remedies.  If Customer commits a material breach or default of
this  Agreement  as  set  forth  in the Agreement, all monies due hereunder will
become  due  and  payable  immediately.

     O.  SURVIVAL.  The  terms,  conditions  and  warranties  contained  in  the
Agreement  that  by  their  sense  and  context  are  intended  to  survive  the
performance  hereof  by the Parties hereunder shall so survive the completion of
the  performance,  cancellation  or  termination  of  the  Agreement.

TELECOMMUNICATIONS  OF  NEVADA,                TELCO  BILLING,  INC.
LLC D/B/A XO COMMUNICATIONS A LIMITED
LIABILITY COMPANY

By  /s/ Michael S. Craft                        By  /s/ Carl Puerschner
    ---------------------------------               ----------------------------
Printed Name  Michael S. Craft                  Printed Name  Carl Puerschner
              -----------------------                         ------------------
Title  VP Finance                               Title  D/T
       ------------------------------                  -------------------------
Date  6-19-2003                                 Date  6-10-2003
      -------------------------------                 --------------------------

                                XO CONFIDENTIAL
                                       12


<PAGE>
                           COLLOCATION SCHEDULE NO. 1

This  Collocation  Schedule is made on this 1 day of August, 2003 and subject to
                                           ---       ------
all  definitions,  terms  and  conditions  of  that  certain Collocation License
Agreement,  dated  6-10-2003 (the "Agreement") by and between Telecommunications
                   ---------
of  Nevada,  LLC,  a  Delaware  limited  liability company, doing business as XO
Communications  a  Limited  Liability  Company, with an office at 2240 Corporate
Circle,  Suite  100,  Henderson, Nevada 89014 ("XO"), and Telco Billing, Inc., a
Nevada  corporation,  with  an  office  at  806  Buchannon Blvd., Suite 250-115,
Boulder  City, Nevada 89005 ("Customer"). This Collocation Schedule also has the
following  Exhibits:  The  Floor  Plan  for  the  Equipment Space, identified as
Exhibit  A;  and  Technical Services, identified as Exhibit B. Capitalized terms
used  herein  but  not  defined  shall  have  the  meanings  as set forth in the
Agreement.

1.  ADDRESS OF PREMISES                2. SPACE ALLOCATION
2250  Corporate Circle                 One (1) cabinet
Henderson, NV 89014

3.  MINIMUM TERM: Two (2) Years        4. RENEWAL  PERIOD
requested service date: ______         (outline  any  renewal options offered)
                                        ---------------------------------------

5.  ACCESS  TO  PREMISES:  (CHECK  ONE)(1)

  X  24 x 7 unescorted access is provided. Customer will receive 3 cards per
- -----
site. Additional  cards  provided  at  $50/card.

     Escorted access is required. Applicable fees are set out in the Agreement.
- -----

6.   MONTHLY RECURRING SERVICE FEES - BASE PRICING

<TABLE>
<CAPTION>
Occupancy Fees
                                                         ------------  ------------  --------  -------------
                                                            Monthly    Nonrecurring  Quantity      Total
                                                           Recurring      Charge                  Monthly
                                                            Charge                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
<S>                                                      <C>           <C>           <C>       <C>
Cage Option: price per square foot                       $      65.00                   N/A            $ .00
                                                         ------------  ------------  --------  -------------
Cabinet Option: price per cabinet including 20 amps AC   $     600.00                    1           $600.00
power
                                                         ------------  ------------  --------  -------------
Installation                                                           $    2500.00      1
                                                         ------------  ------------  --------  -------------

Additional Power Fees
                                                         ------------  ------------  --------  -------------
                                                           Price Per   Nonrecurring  Quantity      Total
                                                            amp per       Charge                  Monthly
                                                             month                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
DC Power: in 10 Amp increments                           $      15.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power with UPS backup: in 10 Amp increments  $      16.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power without UPS backup; in 10 Amp          $        .00                    20             $.00
increments                                                (included
                                                          w/ cabinet)
                                                         ------------  ------------  --------  -------------
</TABLE>


- ---------------
1  Most  locations  permit  24x7  unescorted  access,  but  there are several XO
buildings  which  do  not  permit  24x7  unescorted access (e.g., Sears Tower in
Chicago).

                                XO CONFIDENTIAL
                                       13


<PAGE>
<TABLE>
<CAPTION>
Cross  Connect  Fees(2)
                                                  To XO
- ------------------  ---------------  ----------  --------  --------  --------
                                                                     Total Non-
                        Monthly          Non-               Monthly    Total
                       Recurring      Recurring            Recurring Recurring
                        Charge         Charge    Quantity   Charges   Charges
- ------------------  ---------------  ----------  --------  --------  --------
<S>                 <C>              <C>         <C>       <C>       <C>
DS1                 $        50.000  $   200.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
DS3                 $        150.00  $   300.00         1  $ 150.00  $ 300.00
- ------------------  ---------------  ----------  --------  --------  --------
OC3                 $        500.00  $   800.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
OC12                $        800.00  $  2000.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
OC48                $       2000.00  $  2500.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet -lOBaseT   $        100.00  $   200.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $        600.00  $  1000.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
                      To Alternate Carrier (based on Revenue Commitment)(3)
                    ---------------------------------------------------------
DS1                 $        150.00  $   300.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  $ 1,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC3                 $     1,600.000  $ 2,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC12                $      3,000.00  $ 5,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC48                $      8,000.00  $10,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet - lOBaseT  $        800.00  $   800.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $      1,000.00  $ 1,500.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
                                          Infra-Building
                    ---------------------------------------------------------
DS1                 $        150.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC3                 $      1,600.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC12                $      5,750.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC4S                $     21,000.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
</TABLE>

In addition to the Base Monthly Recurring Occupancy Fees listed above, discounts
are  provided based on the volume of services billed by the Customer on the same
account  as  the  collocation site for each month and the Term agreed to for the
site.  The discount percentage may vary from month to month and will appear as a
single line item on the Customer's invoice. The discount percentage applies only
to  the  Monthly  Recurring Charges for the Occupancy Fee, and does not apply to
power,  cross-connect, installation, or any other charges related to collocation
service.  The  discount  schedule  is  listed  below:

Billed Revenue (per Applicable Discount
month)
                     1YR   2YR   3YR
0-S25K                0%    0%    0%
S2SK-S100K            4%    6%    8%
S100K-S300K           6%    8%   10%
S300K AND  ABOVE      8%   10%   12%

- ---------------
(2) Cross connects are provided in accordance with and subject to XO's Terms and
Conditions  as  set  out  in  the  applicable  service  agreement.
(3)  XO  will  forfeit  its First Right of Refusal only if the Customer has been
approved  on  an  individual  case  basis  by  the  XO  Product  Manager.

                                XO CONFIDENTIAL
                                       14


<PAGE>
Exhibit A to this Schedule depicts the work to be performed by XO to prepare the
Equipment  Space  for  Customer  occupancy  and  use. By signing below, Customer
acknowledges  and  agrees  that  it  has  read  and it accepts all the terms and
conditions in the Agreement referenced above, of which this Collocation Schedule
is  a  pan.

CUSTOMER: Telco Billing, Inc.                XO

By:  /s/ Carl Puerschner                     By:  /s/ Michael S. Kraft
     -------------------                          --------------------

Name:  Carl Puerschner                       Name:  Michael S. Kraft
       -----------------                            ------------------

Title:  DIT                                  Title:  VP Finance
        ----------------                             -----------------

Date:  6-10-2003                             Date:  6-19-2003
       -----------------                            ------------------

                                XO CONFIDENTIAL
                                       15


<PAGE>
                                    EXHIBIT A
        to Collocation Schedule No. 1 between XO and Telco Billing, Inc.

Insert  Collocation  Form  depicting  Requirements
Currently in Microsoft Excel Format

Insert  Floor  Plan  depicting  space  requirements  and/or  Equipment layout or
diagram  (if  applicable)

                                XO CONFIDENTIAL
                                       16


<PAGE>
<TABLE>
<CAPTION>
                                              XO(TM) Telco Collocation Request Form
                                              -------------------------------------
                                                           EXHIBIT A
                                                to Collocation Schedule No. 1
<S>                                <C>                            <C>                    <C>
Submission Date:                                                  **Please note Requested Delivery Date is not guaranteed
REQUESTED DELIVERY DATE:                                          REP NAME:              Kevin Kossman/ Daryl Chavez
CUSTOMER NAME:                     Telco Billing, Inc.            DESK PHONE:            602-324-6262
Address of Install:                2250 Corporate Circle          CELL PHONE:            480-390-5903
                                   Henderson, NV 89014            email:                 kevin.t.kossman@xo.com
CUSTOMER CONTACT:                  Carl Puerschner                TECHNICAL CONTACT:     Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net
24HR CONTACT:                      Carl Puerschner                BILLING CONTACT:       Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net

PERIOD OF AGREEMENT:  [ ] 1 Year  [ ] 2 Years  [X] 3 Years        ORDER TYPE:  [ ] New Order  [X] Add/Change
                                                                  AGENT ORDER: [ ] Yes        [ ] No

                                                      SPACE REQUIREMENTS
                     CAGED SPACE                                                     CABINET(S)
Square feet required:                                             Quantity of Cabinets:  1   [X] XO Cabinet
                                                                  Width of Equipment:        [ ] Customer Cabinet
XO to provide cage layout & proposed rack layout for              Depth of Equipment:
Customer approval                                                 *XO does not provide shelves for any cabinets
Minimum cage size is 100 square feet                              If installing customer cabinet, please include cabinet dimensions
Racks cannot exceed a height of 84"                               Customer cabinet cannot exceed depth of 36" and height of 84"
Please list all equipment to be installed by rack #               Please list all equipment to be installed by cabinet #

             Equipment            Dimensions (HXWXD)                              Equipment            Dimensions (HXWXD)
Rack 1                                                            Cabinet 1
Rack 2                                                            Cabinet 2
Rack 3                                                            Cabinet 3
Rack 4                                                            Cabinet 4
Rack 5                                                            Cabinet 5
Rack 6                                                            Cabinet 6
***If quantity of racks exceeds 6, copy format and attach         ***If quantity of cabinets exceeds 6, copy format and attach
additional rack information.                                      additional cabinet information.

                               Required Key Cards
Note: 3 supplied at no charge. Additional key cards can be supplied at $50 charge per additional key card.
              Name                        Phone                    email
Card 1    Carl Puerschner              480-325-4319             carlp@yp.net
Card 2    Mark Wallenburg                                       markw@yp.net
Card 3
Card 4
Card 5
</TABLE>

                                                       XO CONFIDENTIAL
                                                              17


<PAGE>
<TABLE>
<CAPTION>
                              POWER REQUIREMENTS

DC Requirements:
                                                     Amps Breakered /
  Rack / Cabinet #  # of Feeds  Single or Dual Feed      Fuse Size       Total
<S>                 <C>         <C>                      <C>             <C>
                                                                             0
                                                                             0
                                                                             0
                                                                             0
                                                                             0
  Total                      0                                               0
</TABLE>
Customer  is  responsible  for  subsequent distribution of power within customer
cage  or  cabinet

<TABLE>
<CAPTION>
AC  Requirements:
                     UPS Yes   # of   Amps Breakered /   Receptacle     #  Receptacles
    Rack / Cabinet #  or No  Circuits    Fuse Size       Type/ NEMA    Single/Duplex/Quad    Total
<S>                  <C>     <C>      <C>                <C>           <C>                   <C>
                     NO             1                    standard                                1
                                                                                                 0
                                                                                                 0
                                                                                                 0
                                                                                                 0
             Total                  1                                                            1
</TABLE>
              NEMA: National Electrical Manufacturers Association
Notes:    Standard  AC power  is 120 volt single phase. Other voltages available
          on an ICB based on market. AC receptacles are provided above cabinets.
          Customer  must  provide own power strips if required. UPS is available
          on  an  ICB  per  site. Rack-mount UPS units are the responsibility of
          each  customer.  The  minimum power provisioned is 20 Amps. Additional
          power  is  sold  in  10 Amp increments, XO provides Bell Core Standard
          Grounding.  XO  provides  Convenience  AC  Outlets  fused  @  20  Amps
          (unprotected  and  not  to  power  equipment)

                      BANDWIDTH/CROSSCONNECT REQUIREMENTS
Type and Number of Signal Terminations to be Cabled

Terminations  to  be  cabled  are  those that are being requested to support the
equipment listed  on this application. An application requesting an augment must
be  submitted  for  additional  terminations  to be cabled. The following cables
refer  to  the  physical

<TABLE>
<CAPTION>
     Incremental Forecast: (mandatory for initial and 1 year)

                                                Year-end               Intra-
              Initial  60 days  6 months  Year   Total     Cabinet #  Building
<S>                    <C>      <C>       <C>   <C>        <C>        <C>
       1 PR
        DS1
        DS3         1                        1
        OC3
       OC12
       OC48
    10BaseT                                                             N/A
   100BaseT                                                             N/A
Dark  Fiber                                                             N/A
</TABLE>
**Year-end  Total represents the sum of me circuits installed initially plus the
Incremental  circuits  installed  at  60  days.  6  months,  and  year  end.


                                XO CONFIDENTIAL
                                       18


<PAGE>
Type of voice jack (Standard RJ-11 surface):             n/a
                                             -----------------------------------

INTRA-BUILDING CROSS CONNECT INFORMATION
- ----------------------------------------
*Please check with Local Market to confirm available carriers
REQUESTED CARRIER:______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Carrier on XO's list?  [ ] YES [X] NO
If NO, please provide Collocation Provider:        XO Communications
                                            ------------------------------------
Floor: _________________________________________________________________________
Suite Number: __________________________________________________________________

- --------------------------------------------------------------------------------
                              SPECIAL REQUIREMENTS
- --------------------------------------------------------------------------------

                                                 Quantity
Stratum timing  [ ] YES  [ ] NO           DS0
                                          DS1

Special Requirements: none
                      ----------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CUSTOMER'S VENDOR SELECTION
Installation Vendor:  YP.net will install equipment themselves
                    ------------------------------------------------------------
Address:              4840 E. Jasmine St. Suite 105
        ------------------------------------------------------------------------

        ------------------------------------------------------------------------
Phone: 480-325-4319                     Fax:
      --------------------------------      ------------------------------------

CUSTOMER EQUIPMENT DELLVERIES MUST BE SCHEDULED WITH XO ONE (1) WEEK IN ADVANCE.
                              ----
XO(TM) WILL NOT ACCEPT AND DELIVERIES.



A  Collocation  License  Agreement  must  be executed by the parties prior to or
concurrently with a Collocation Schedule including all its Exhibits in order for
this Request Form to be effective. This Request Form must be filled out with the
customer  and  acc

**Both this Request Form and an applicable Collocation Schedule must be executed
for  each  location.

FAILURE  TO  PROVIDE  ALL REQUESTED INFORMATION AND ASSOCIATED DOCUMENTATION MAY
RESULT  IN  DELAYS  IN  THE  PROCESSING  OF  THIS  REQUEST.

CUSTOMER  SIGNATURE:

By:__________________________________  Printed:_________________________________
Title:_______________________________  Date:____________________________________

                                XO CONFIDENTIAL
                                       19


<PAGE>
                                    EXHIBIT B
        TO COLLOCATION SCHEDULE NO. 1 BETWEEN XO AND TELCO BILLING, INC.

                               TECHNICAL SERVICES

SERVICE  DESCRIPTION

Customer may obtain the following XO Technical Services at XO Facilities:

     1.   Visual  inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer  at  request;  and

     2.   Perform power reboots (or power re-cycles) of equipment where Customer
          provides  written  directions  for  the  technician.

XO  will  provide  the  above  two (2) Technical Services upon Customer request.
Technical  Services  will  be  billed  on an hourly basis. Charges for Technical
Services will appear on each subsequent monthly invoice for which such Technical
Services  were ordered. Response times from XO to Customer regarding a Technical
Service  request  is  two  (2)  hours from receipt of request during standard XO
business  hours  and  four  (4)  hours during XO Off-Business hours (see pricing
matrix  below).

CUSTOMER  EQUIPMENT  INFORMATION

The  Customer,  prior  to  ordering  Technical Service, must provide information
specific  to  the  Equipment,  as XO technicians will require specific direction
relating to the requested Technical Service. Customer will provide the following
information  to  XO,  via  fax  or  email, prior to ordering Technical Services:

<PAGE>
<TABLE>
<CAPTION>
<S>                                                        <C>
If  you  lease  cabinet(s):                                If you lease caged space:
- ---------------------------                                -     Cage number(s) and location(s) within the XO
- -     Cabinet  number(s)  and  locations)  within  the           Telco Collocation room
      XO  Telco  Collocation  room                         -     Cabinet or Rack number(s) and location(s)
*     On  a  per  cabinet  basis:                                within the Telco Collocation cage
- -     Description  to  Visio  drawing  including           -     On a per cabinet or rack basis:
      equipment  housed  per  cabinet  and  location       -     Description or Visio drawing including
      within  each  cabinet                                      equipment housed per cabinet/rack and location
*     Physical  labels  attached  to  major  pieces  of          within each cabinet/rack
      equipment  to  facilitate  identification  by  XO    -     Physical labels attached to major pieces of
      Technicians                                                equipment to facilitate identification by XO
                                                                 Technicians
</TABLE>

CUSTOMER  ORDERING  PROCEDURES

When  placing  a  Technical  Service  request, Customer shall have the following
information accessible 10 expedite the dispatch of the XO Technician:

- -    Your  Company  name
- -    Site requiring  Technical  Service  (please  include  street address, suite
     number,  zip  code,  and  floor  number,  if  appropriate)
- -    Particular  service  requested
     -    Visual  Inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer
     -    Perform power reboots (or power re-cycles) on equipment where customer
          provides  written  directions  for  the  technician
- -    Your  Technical  Contact  name  and  number  available  on  a  24X7  basis
- -    Individual  cage  number(s)  and/or  cabinet/rack number(s) and location(s)
     within  collocation  room  requiring  service
- -    Equipment  description  (manufacturer  name and serial number) and location
     within  cabinet  requiring  service

                                XO CONFIDENTIAL
                                       20


<PAGE>
*    Specific  directions  to  perform  requested  task
     -    Location  of  critical  buttons/switches/lights to be addressed during
          requested  task

XO will require a Customer technician to be available at the time of the service
call  to provide real-time instruction if deemed necessary by the XO technician.
XO  maintains  the  right  to  refuse performing work on Equipment, based on the
training  and  direction received from the Customer, regardless if the Technical
Service  requested  falls  within  the  scope  of the two (2) Technical Services
identified  above.

TERM

This  Exhibit  B  is  co-terminus  with Collocation Schedule No. 1. Accordingly,
Technical  Services  will  be  provided for Customer at the site indicated above
until  expiration  of  the  applicable  Collocation  Schedule.

LIMITATION  OF  LIABILITY  FOR  TECHNICAL  SERVICES

WITH  REGARDS TO THE TECHNICAL SERVICES PROVIDED HEREUNDER, IN NO EVENT SHALL XO
BE  LIABLE TO CUSTOMER OR TO CUSTOMER'S END USERS OR OTHER THIRD PARTIES FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE DAMAGES, INCLUDING
WITHOUT  LIMITATION  ANY  LOST PROFITS, LOST GOODWILL, OR LOST BUSINESS, ARISING
UNDER OR AS A RESULT OF THE TECHNICAL SERVICES PROVIDED BY XO HEREUNDER, EVEN IF
XO  HAS  BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF DUE TO XO'S
OWN  NEGLIGENCE.  FURTHERMORE, IN NO EVENT WILL XO BE LIABLE TO CUSTOMER FOR ANY
DIRECT  DAMAGES  ARISING  OUT OF CUSTOMER'S USE OF THE PREMISES OR THE TECHNICAL
SERVICES  PROVIDED  HEREUNDER, UNLESS SUCH DAMAGES ARE THE DIRECT RESULT OF XO'S
WILLFUL  MISCONDUCT.  IN  ANY  EVENT,  XO'S  LIABILITY  UNDER  THIS  EXHIBIT FOR
TECHNICAL  SERVICES SHALL NOT EXCEED THE TOTAL TECHNICAL SERVICE FEES PAID TO XO
UNDER  THIS  EXHIBIT  IN  THE  THREE  (3)  MONTHS  PRIOR  TO  THE  EVENT.

XO  BUSINESS  HOURS  AND  HOLIDAY  SCHEDULE

*     Business  Hours:  Monday  -  Friday  8:00 a.m. to 5:00 p.m., except for XO
      Holidays  (see  table  below).
*     Off-Business  Hours:  Monday  -  Friday  5:00  p.m. to 8:00 am, Saturdays,
      Sundays,  and  XO  Holidays (see  table  below).

New  Years  Day       MLK Day        President's  Day     Memorial  Day
Independence Day      Labor Day      Thanksgiving Day     Day after Thanksgiving
Christmas  Eve        Christmas Day

PRICING

XO will provide Technical Services at the following rates*:

                            PRICE/HOUR    MINIMUM
BUSINESS  HOURS               $   95      2 hours
AFTER  BUSINESS  HOURS        $  110      4 hours

*A11  Technical  Services  are  billed  in one-how increments. Services provided
during  XO business hours are tracked with a two-hour minimum. Services provided
during  XO  off-business hours are tracked with a four-hour minimum. XO business
hours are defined as Monday through Friday 8:00 a.m. to 5:00 p.m., except for XO
holidays.  XO  off-business hours are defined as Monday through Friday 5:00 p.m.
to  8:00  a.m.,  Saturdays,  Sundays  and  XO  holidays.

                                XO CONFIDENTIAL
                                       21


<PAGE>
                           COLLOCATION SCHEDULE NO. 2

This Collocation Schedule is made on this 1 day of October, 2003  and subject to
                                         ---       -------
all  definitions,  terms  and  conditions  of  that  certain Collocation License
Agreement,  dated 6-10-03 (the "Agreement") by and between Telecommunications of
                  -------
Nevada,  LLC,  a  Delaware  limited  liability  company,  doing  business  as XO
Communications  a  Limited  Liability  Company, with an office at 2240 Corporate
Circle,  Suite  100,  Henderson, Nevada 89014 ("XO"), and Telco Billing, Inc., a
Nevada  corporation,  with  an  office  at  806  Buchannon Blvd., Suite 250-115,
Boulder  City, Nevada 89005 ("Customer"). This Collocation Schedule also has the
following  Exhibits:  The  Floor  Plan  for  the  Equipment Space, identified as
Exhibit  A;  and  Technical Services, identified as Exhibit B. Capitalized terms
used  herein  but  not  defined  shall  have  the  meanings  as set forth in the
Agreement.

1.  ADDRESS OF PREMISES                2. SPACE ALLOCATION
16563 NW 15th Ave.                     One (1) cabinet
Miami, FL 33169


3.  MINIMUM TERM: Two (2) Years        4. RENEWAL  PERIOD
REQUESTED SERVICE DATE: ______         (outline  any  renewal  options offered)
                                        ---------------------------------------

S.  ACCESS  TO  PREMISES:  (CHECK  ONE)(1)

  X  24 x 7 unescorted access is provided. Customer will receive 3 cards per
- -----
site. Additional  cards  provided  at  $50/card.

     Escorted  access is required. Applicable fees are set out in the Agreement.
- -----

     6.   MONTHLY RECURRING SERVICE FEES - BASE PRICING

<TABLE>
<CAPTION>
Occupancy Fees
                                                         ------------  ------------  --------  -------------
                                                            Monthly    Nonrecurring  Quantity      Total
                                                           Recurring      Charge                  Monthly
                                                            Charge                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
<S>                                                      <C>           <C>           <C>       <C>
Cage Option: price per square foot                       $      65.00                   N/A            $ .00
                                                         ------------  ------------  --------  -------------
Cabinet Option: price per cabinet including 20 amps AC
power                                                    $     600.00                    1           $600.00
                                                         ------------  ------------  --------  -------------
Installation                                                           $    2500.00      1
                                                         ------------  ------------  --------  -------------

Additional Power Fees
                                                         ------------  ------------  --------  -------------
                                                           Price Per   Nonrecurring  Quantity      Total
                                                            amp per       Charge                  Monthly
                                                             month                               Recurring
                                                                                                  Charge
                                                         ------------  ------------  --------  -------------
DC Power: in 10 Amp increments                           $      15.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power with UPS backup: in 10 Amp increments  $      16.00                   N/A             $.00
                                                         ------------  ------------  --------  -------------
120 Volt AC Power without UPS backup; in 10 Amp          $        .00                    20             $.00
increments                                                (included
                                                          w/ cabinet)
                                                         ------------  ------------  --------  -------------
</TABLE>

- --------------------
1  Most  locations  permit  24x7  unescorted  access,  but  there are several XO
buildings  which  do  not  permit  24x7  unescorted access (e.g., Sears Tower in
Chicago).

                                XO CONFIDENTIAL
                                        1


<PAGE>
<TABLE>
<CAPTION>
Cross  Connect  Fees(2)
- ------------------  ---------------  ----------  --------  --------  --------
                                                  To XO
- ------------------  ---------------  ----------  --------  --------  --------
                        Monthly          Non-    Quantity   Monthly  Total Non-
                       Recurring      Recurring            Recurring   Total
                        Charge         Charge               Charges  Recurring
                                                                      Charges
- ------------------  ---------------  ----------  --------  --------  --------
<S>                 <C>              <C>         <C>       <C>       <C>
DS1                 $        50.000  $   200.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
DS3                 $        150.00  $   300.00         1  $ 150.00  $ 300.00
- ------------------  ---------------  ----------  --------  --------  --------
OC3                 $        500.00  $   800.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
OC12                $        800.00  $  2000.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
OC48                $       2000.00  $  2500.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet -lOBaseT   $        100.00  $   200.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $        600.00  $  1000.00  N/A       $    .00  $    .00
- ------------------  ---------------  ----------  --------  --------  --------
                      To Alternate Carrier (based on Revenue Commitment)(3)
                    ---------------------------------------------------------
DS1                 $        150.00  $   300.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  $ 1,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC3                 $     1,600.000  $ 2,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC12                $      3,000.00  $ 5,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC48                $      8,000.00  $10,000.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet - lOBaseT  $        800.00  $   800.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
Ethernet -100BaseT  $      1,000.00  $ 1,500.00  N/A
- ------------------  ---------------  ----------  --------  --------  --------
                                          Infra-Building
                    ---------------------------------------------------------
DS1                 $        150.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
DS3                 $        450.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC3                 $      1,600.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC12                $      5,750.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
OC4S                $     21,000.00  ICB         N/A
- ------------------  ---------------  ----------  --------  --------  --------
</TABLE>

In addition to the Base Monthly Recurring Occupancy Fees listed above, discounts
are  provided based on the volume of services billed by the Customer on the same
account  as  the  collocation site for each month and the Term agreed to for the
site.  The discount percentage may vary from month to month and will appear as a
single line item on the Customer's invoice. The discount percentage applies only
to  the  Monthly  Recurring Charges for the Occupancy Fee, and does not apply to
power,  cross-connect, installation, or any other charges related to collocation
service.  The  discount  schedule  is  listed  below:

Billed  Revenue  (per   Applicable  Discount
month)
                     1YR   2YR   3YR
0-S25K                0%    0%    0%
S2SK-S100K            4%    6%    8%
S100K-S300K           6%    8%   10%
S300K AND  ABOVE      8%   10%   12%

- ---------------
(2) Cross connects are provided in accordance with and subject to XO's Terms and
Conditions  as  set  out  in  the  applicable  service  agreement.
(3)  XO  will  forfeit  its First Right of Refusal only if the Customer has been
approved  on  an  individual  case  basis  by  the  XO  Product  Manager.

                                XO CONFIDENTIAL
                                        2


<PAGE>
Exhibit A to this Schedule depicts the work to be performed by XO to prepare the
Equipment  Space  for  Customer  occupancy  and  use. By signing below, Customer
acknowledges  and  agrees  that  it  has  read  and it accepts all the terms and
conditions in the Agreement referenced above, of which this Collocation Schedule
is  a  part.

CUSTOMER: TELCO BILLING, INC.             XO

BY:  /S/  CARL  PUERSCHNER                BY:  /S/  MICHAEL  S.  KRAFT
     -------------------                       -----------------------

NAME:  CARL  PUERSCHNER                   NAME:  MICHAEL  S.  KRAFT
       ---------------                           ------------------

TITLE:  DIT                               TITLE:  VP  FINANCE
        ---                                       -----------

DATE:  6-10-2003                          DATE:  6-19-2003
       ---------                                 ---------


                                XO CONFIDENTIAL
                                        3


<PAGE>
                                    EXHIBIT A
        to Collocation Schedule No. 1 between XO and Telco Billing, Inc.

Insert  Collocation  Form  depicting  Requirements
Currently in Microsoft Excel Format

Insert  Floor  Plan  depicting  space  requirements  and/or  Equipment layout or
diagram  (if  applicable)

                                XO CONFIDENTIAL
                                        4


<PAGE>
<TABLE>
<CAPTION>
                                              XO(TM) Telco Collocation Request Form
                                              -------------------------------------
                                                           EXHIBIT  A
                                                to  Collocation  Schedule  No.  2
<S>                                <C>                            <C>                    <C>
Submission Date:                                                  **Please note Requested Delivery Date is not guaranteed
REQUESTED DELIVERY DATE:                                          REP NAME:              Kevin Kossman/ Daryl Chavez
CUSTOMER NAME:                     Telco Billing, Inc.            DESK PHONE:            602-324-6262
Address of Install:                16563 NW 15th Ave              CELL PHONE:            480-390-5903
                                   Miami, FL 33169                email:                 kevin.t.kossman@xo.com
CUSTOMER CONTACT:                  Carl Puerschner                TECHNICAL CONTACT:     Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net
24HR CONTACT:                      Carl Puerschner                BILLING CONTACT:       Carl Puerschner
Address:                           4840 E. Jasmine St. Suite 105  Address:               4840 E. Jasmine St. Suite 105
                                   Mesa, AZ 85205                                        Mesa, AZ 85205
Phone:                             480-325-4319                   Phone:                 480-325-4319
Fax:                               707-281-1985                   Fax:                   707-281-1985
Email:                             carlp@yp.net                   Email:                 carlp@yp.net

PERIOD OF AGREEMENT:  [ ] 1 Year  [ ] 2 Years  [X] 3 Years        ORDER TYPE:  [ ] New Order  [X] Add/Change
                                                                  AGENT ORDER: [ ] Yes        [ ] No

                                                      SPACE REQUIREMENTS
                      CAGED SPACE                                                    CABINET(S)
Square feet required:                                             Quantity of Cabinets:  1   [X] XO Cabinet
                                                                  Width of Equipment:        [ ] Customer Cabinet
XO to provide cage layout & proposed rack layout for              Depth of Equipment:
customer approval                                                 *XO does not provide shelves for any cabinets
Minimum cage size is 100 square feet                              If installing customer cabinet, please include cabinet dimensions
Racks cannot exceed a height of 84"                               Customer cabinet cannot exceed depth of 36" and height of 84"
Please list all equipment to be installed by rack #               Please list all equipment to be installed by cabinet #

             Equipment            Dimensions (HXWXD)                              Equipment            Dimensions (HXWXD)
Rack 1                                                            Cabinet 1
Rack 2                                                            Cabinet 2
Rack 3                                                            Cabinet 3
Rack 4                                                            Cabinet 4
Rack 5                                                            Cabinet 5
Rack 6                                                            Cabinet 6
***If quantity of racks exceeds 6, copy format and attach         ***If quantity of cabinets exceeds 6, copy format and attach
additional rack information.                                      additional cabinet information.

Required Key Cards
Note: 3 supplied at no charge. Additional key cards can be supplied at $50 charge per additional key card.
              Name                        Phone                    email
Card 1    Carl Puerschner              480-325-4319             carlp@yp.net
Card 2    Mark Wallenburg                                       markw@yp.net
Card 3
Card 4
Card 5
</TABLE>

                                                       XO CONFIDENTIAL
                                                               5


<PAGE>
<TABLE>
<CAPTION>
                              POWER REQUIREMENTS

                               DC Requirements:

                                                     Amps Breakered /
  Rack / Cabinet #  # of Feeds  Single or Dual Feed      Fuse Size       Total
<S>                 <C>         <C>                      <C>             <C>
                                                                             0
                                                                             0
                                                                             0
                                                                             0
                                                                             0
  Total                      0                                               0
</TABLE>
Customer  is  responsible  for  subsequent distribution of power within customer
cage  or  cabinet

<TABLE>
<CAPTION>
AC  Requirements:
                     UPS Yes   # of   Amps Breakered /   Receptacle     #  Receptacles
    Rack / Cabinet #  or No  Circuits    Fuse Size       Type/ NEMA    Single/Duplex/Quad    Total
<S>                  <C>     <C>      <C>                <C>           <C>                   <C>
                     NO             1                    standard                                1
                                                                                                 0
                                                                                                 0
                                                                                                 0
                                                                                                 0
    Total                           1                                                            1
</TABLE>
              NEMA: National Electrical Manufacturers Association
Notes:    Standard  AC power  is 120 volt single phase. Other voltages available
          on an ICB based on market. AC receptacles are provided above cabinets.
          Customer  must  provide own power strips if required. UPS is available
          on  an  ICB  per  site. Rack-mount UPS units are the responsibility of
          each  customer.  The  minimum power provisioned is 20 Amps. Additional
          power  is  sold  in  10 Amp increments, XO provides Bell Core Standard
          Grounding.  XO  provides  Convenience  AC  Outlets  fused  @  20  Amps
          (unprotected  and  not  to  power  equipment)

                      BANDWIDTH/CROSSCONNECT REQUIREMENTS
Type and Number of Signal Terminations to be Cabled



Terminations  to  be  cabled  are  those that are being requested to support the
equipment listed  on this application. An application requesting an augment must
be  submitted  for  additional  terminations  to be cabled. The following cables
refer  to  the  physical

<TABLE>
<CAPTION>
     Incremental Forecast: (mandatory for initial and 1 year)
                                                Year-end               Intra-
              Initial  60 days  6 months  Year   Total     Cabinet #  Building
<S>                    <C>      <C>       <C>   <C>        <C>        <C>
       1 PR
        DS1
        DS3         1                        1
        OC3
       OC12
       OC48
    10BaseT                                                             N/A
   100BaseT                                                             N/A
Dark  Fiber                                                             N/A
</TABLE>

**Year-end  Total represents the sum of me circuits installed initially plus the
Incremental  circuits  installed  at  60  days.  6  months,  and  year  end.


                                XO CONFIDENTIAL
                                        6


<PAGE>
Type of voice jack (Standard RJ-11 surface):           n/a
                                              ----------------------------------

INTRA-BUILDING CROSS CONNECT INFORMATION
- ----------------------------------------
*Please check with Local Market to confirm available carriers
REQUESTED CARRIER:______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Carrier on XO's list?  [ ] YES [X] NO
If NO, please provide Collocation Provider:       XO Communications
                                            ------------------------------------
Floor: _________________________________________________________________________
Suite Number: __________________________________________________________________
________________________________________________________________________________
                              SPECIAL REQUIREMENTS
- --------------------------------------------------------------------------------

                                                 Quantity
Stratum timing  [ ] YES  [ ] NO           DS0
                                          DS1

Special Requirements: none
                      ----------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CUSTOMER'S VENDOR SELECTION
Installation Vendor:  YP.net will install equipment themselves
                    ------------------------------------------------------------
Address:              4840 E. Jasmine St. Suite 105
        ------------------------------------------------------------------------
        ------------------------------------------------------------------------
Phone: 480-325-4319                     Fax:
      --------------------------------      ------------------------------------

CUSTOMER EQUIPMENT DELLVERIES MUST BE SCHEDULED WITH XO ONE (1) WEEK IN ADVANCE.
                              ----
XO(TM) WILL NOT ACCEPT AND DELIVERIES.



A  Collocation  License  Agreement  must  be executed by the parties prior to or
concurrently with a Collocation Schedule including all its Exhibits in order for
this Request Form to be effective. This Request Form must be filled out with the
customer  and  acc

**Both this Request Form and an applicable Collocation Schedule must be executed
for  each  location.

FAILURE  TO  PROVIDE  ALL REQUESTED INFORMATION AND ASSOCIATED DOCUMENTATION MAY
RESULT  IN  DELAYS  IN  THE  PROCESSING  OF  THIS  REQUEST.

CUSTOMER  SIGNATURE:
By:__________________________________  Printed:_________________________________
Title:_______________________________  Date:____________________________________

                                XO CONFIDENTIAL
                                        7


<PAGE>
                                    EXHIBIT B
        TO COLLOCATION SCHEDULE NO. 2 BETWEEN XO AND TELCO BILLING, INC.

                               TECHNICAL SERVICES

SERVICE  DESCRIPTION

Customer may obtain the following XO Technical Services at XO Facilities:

     1.   Visual  inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer  at  request;  and

     2.   Perform power reboots (or power re-cycles) of equipment where Customer
          provides  written  directions  for  the  technician,

XO  will  provide  the  above  two (2) Technical Services upon Customer request.
Technical  Services  will  be  billed  on an hourly basis. Charges for Technical
Services will appear on each subsequent monthly invoice for which such Technical
Services  were ordered. Response times from XO to Customer regarding a Technical
Service  request  is  two  (2)  hours from receipt of request during standard XO
business  hours  and  four  (4)  hours during XO Off-Business hours (see pricing
matrix  below).

CUSTOMER  EQUIPMENT  INFORMATION

The  Customer,  prior  to  ordering  Technical Service, must provide information
specific  to  the  Equipment,  as XO technicians will require specific direction
relating to the requested Technical Service. Customer will provide the following
information  to  XO,  via  fax  or  email, prior to ordering Technical Services:

<TABLE>
<CAPTION>
<S>                                                        <C>
If  you  lease  cabinet(s):                                If you lease caged space:
- ---------------------------                                -     Cage number(s) and location(s) within the XO
- -     Cabinet  number(s)  and  locations)  within  the           Telco Collocation room
      XO  Telco  Collocation  room                         -     Cabinet or Rack number(s) and location(s)
- -     On  a  per  cabinet  basis:                                within the Telco Collocation cage
- -     Description  to  Visio  drawing  including           -     On a per cabinet or rack basis:
      equipment  housed  per  cabinet  and  location       -     Description or Visio drawing including
      within  each  cabinet                                      equipment housed per cabinet/rack and location
- -     Physical  labels  attached  to  major  pieces  of          within each cabinet/rack
      equipment  to  facilitate  identification  by  XO    -     Physical labels attached to major pieces of
      Technicians                                                equipment to facilitate identification by XO
                                                                 Technicians
</TABLE>

CUSTOMER  ORDERING  PROCEDURES

When  placing  a  Technical  Service  request, Customer shall have the following
information  accessible  10  expedite  the  dispatch  of  the  XO  Technician:

- -    Your  Company  name
- -    Site requiring  Technical  Service  (please  include  street address, suite
     number,  zip  code,  and  floor  number,  if  appropriate)
- -    Particular  service  requested
     -    Visual  Inspection  of devices to assess equipment status (e.g. status
          lights,  power lights, and cabling) and report of observations back to
          the  Customer
     -    Perform power reboots (or power re-cycles) on equipment where customer
          provides  written  directions  for  the  technician
- -    Your  Technical  Contact  name  and  number  available  on  a  24X7  basis
- -    Individual  cage  number(s)  and/or  cabinet/rack number(s) and location(s)
     within  collocation  room  requiring  service
- -    Equipment  description  (manufacturer  name and serial number) and location
     within  cabinet  requiring  service

                                XO CONFIDENTIAL
                                        8


<PAGE>
- -    Specific  directions  to  perform  requested  task
     -    Location  of  critical  buttons/switches/lights to be addressed during
          requested  task

XO will require a Customer technician to be available at the time of the service
call  to provide real-time instruction if deemed necessary by the XO technician.
XO  maintains  the  right  10  refuse performing work on Equipment, based on the
training  and  direction received from the Customer, regardless if the Technical
Service  requested  falls  within  the  scope  of the two (2) Technical Services
identified  above.

TERM

This  Exhibit  B  is  co-terminus  with Collocation Schedule No. 1. Accordingly,
Technical  Services  will  be  provided for Customer at the site indicated above
until  expiration  of  the  applicable  Collocation  Schedule.

LIMITATION OF LIABILITY FOR TECHNICAL SERVICES

WITH  REGARDS TO THE TECHNICAL SERVICES PROVIDED HEREUNDER, IN NO EVENT SHALL XO
BE  LIABLE TO CUSTOMER OR TO CUSTOMER'S END USERS OR OTHER THIRD PARTIES FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE DAMAGES, INCLUDING
WITHOUT  LIMITATION  ANY  LOST PROFITS, LOST GOODWILL, OR LOST BUSINESS, ARISING
UNDER OR AS A RESULT OF THE TECHNICAL SERVICES PROVIDED BY XO HEREUNDER, EVEN IF
XO  HAS  BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF DUE TO XO'S
OWN  NEGLIGENCE.  FURTHERMORE, IN NO EVENT WILL XO BE LIABLE TO CUSTOMER FOR ANY
DIRECT  DAMAGES  ARISING  OUT OF CUSTOMER'S USE OF THE PREMISES OR THE TECHNICAL
SERVICES  PROVIDED  HEREUNDER, UNLESS SUCH DAMAGES ARE THE DIRECT RESULT OF XO'S
WILLFUL  MISCONDUCT.  IN  ANY  EVENT,  XO'S  LIABILITY  UNDER  THIS  EXHIBIT FOR
TECHNICAL  SERVICES SHALL NOT EXCEED THE TOTAL TECHNICAL SERVICE FEES PAID TO XO
UNDER  THIS  EXHIBIT  IN  THE  THREE  (3)  MONTHS  PRIOR  TO  THE  EVENT.

XO  BUSINESS  HOURS  AND  HOLIDAY  SCHEDULE

*     Business  Hours:  Monday  -  Friday  8:00 a.m. to 5:00 p.m., except for XO
      Holidays  (see  table  below).
*     Off-Business  Hours:  Monday  -  Friday  5:00  p.m. to 8:00 am, Saturdays,
      Sundays,  and  XO  Holidays (see  table  below).

New  Years Day       MLK Day         President's  Day     Memorial  Day
Independence Day     Labor Day       Thanksgiving Day     Day after Thanksgiving
Christmas Eve        Christmas Day

PRICING

XO will provide Technical Services at the following rates*:

                            PRICE/HOUR    MINIMUM
BUSINESS  HOURS               $   95     2  hours
AFTER  BUSINESS  HOURS        $  110     4  hours

*A11  Technical  Services  are  billed  in one-how increments. Services provided
during  XO business hours are tracked with a two-hour minimum. Services provided
during  XO  off-business hours are tracked with a four-hour minimum. XO business
hours are defined as Monday through Friday 8:00 a.m. to 5:00 p.m., except for XO
holidays.  XO  off-business hours are defined as Monday through Friday 5:00 p.m.
to  8:00  a.m.,  Saturdays,  Sundays  and  XO  holidays.

                                XO CONFIDENTIAL
                                        9


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>

                                                                    Exhibit 10.2

                          EXECUTIVE CONSULTNG AGREEMENT
                          -----------------------------

     This  Agreement  made  effective as of, May 1, 2003, by and between YP.Net,
Inc.  of  4840  East Jasmine Street, suite 105, Mesa, Arizona 85205 ("YPNT"), as
the  party  to  receive  services  and Mar & Associates, 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  Accounting  and Finance, Business
Management,  Investment  Banking,  and Business Consulting as welt as experience
with  publicly  traded  companies and is willing to provide services to YPNT and
YPNT  desires  to  have  the  services  provided  by  Company  and;

     WHEREAS Company in the person of David J. lannini has provided services for
YPNT  after  the  departure  of  the  former  Chief  Financial  Officer  and has
successfully implemented systematic internal controls and improved YPNT's public
reporting,  and;

     THEREFORE  it  is  agreed  that  this  contract  shall  supercede all prior
agreements  between  the parties and shall become effective on May 1, 2003 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  an  officer  on  YPNT.  Specifically  providing the
          services  of  a  Chief  Financial  Officer, initially in the person of
          David  lannini.
     b.   Such other services or employees as YPNT and Company may desire in the
          future  to  provide,
     c.   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

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 1 of 9


<PAGE>
          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.
     d.   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.
          i.   The  Company  duties shall be to maintain the books and financial
               records  of  YPNT  and  all public reporting, investor relations,
               interaction  with  auditors,  hiring and training of book keeping
               and  accounting  staff  and  other  duties  normally  required or
               expected  of  a  Chief  Financial  Officer  of  a publicly traded
               Company.
     e.   This  is  not  an  employment  contract  of David lannini 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 David lannini or any of
          the  other  employees  of  Company,  who  merely work for the Company.
     f.   Interact with shareholders, lenders, board members, and the investment
          community  at  large.
     g.   Help  write  and  approve all public communications of YPNT to enhance
          YPNT's  corporate  image  and  Brand.
     h.   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 $17,500.00 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.  The  base figure above will be initially grossed up for the
          current  amount  that  YPNT  has been paying for Benefits for David J.
          lannini.  The  Company  will  be  able  contract  with  YPNT's

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 2 of 9


<PAGE>
          carrier  or  Employee Leasing Company to pay for those services itself
     b.   Company  shall  also  be  provided with a 1 Cell Phone allowance and 1
          Pager  for  its  employee  performing  services  for  YPNT.
     c.   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.
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 relating to providing the services to
     YPNT  described  herein.

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 YPNTs shareholders the Board of Directors of
     YPNT  deems  it  prudent  to  award  250,000  shares of its Common stock to
     Company  for  services  performed from August 19, 2002 through December 30,
     2002  (this  is  in  addition, to the 50,000 shares already issued to David
     lannini  also  relating  to that time period). This 250,000 share award was
     previously  authorized  by  the  Board and is just being included herein by
     reference.  That Stock is currently valued (as traded on the OTC Electronic
     Bulletin  Board  on  Friday  January  1st,  2003) at 6 cents per share. The
     accounting  for  such  compensation  shall  be in accordance with Generally
     Accepted  Accounting  Principles  and  as required by the SEC, 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  225,000 customers within 12 months from
     January  1,  2003 then the stock is subject to forfiture on a prorata basis
     on the customer count actually obtained. For example; if there were 202,500
     customer  that would be 90% of Goal. So 10% of the stock would be forfitted
     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

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 3 of 9

<PAGE>
     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  By  order  of the Board of Directors and as a condition of executing
     -----
     this  contract  a bonuses will be in the amount of $15,000 on September 30,
     2003  and  $ 21,000 on September 30, 2004 and 10% of annual salary for each
     Fiscal  year  thereafter  for  the  term of this contractFurther YPMT 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 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 $15,000,00 (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.

     Sine  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 1/12lh 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 David lannini,. If the Company
     takes  the  Flex  Compensation,  and  resigns  it  has the choice of either

                         Executive Consulting Agreement
                           Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                   Page 4 of 9


<PAGE>
     returning  the  unused flex compensation for that fiscal year and retaining
     the  stock  or  returning  the  stock to the company. The Company and David
     lannini would not be allowed to sell, assign or further transfer this stock
     without  the  permission  of  the  Company,  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 David lannini 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 (1 office, with the furniture currently
     inside)  and  office  supplies, 1 telephone, one computer, and personnel to
     answer  one  Company  telephone number. In the event of termination of this
     agreement  then  YPNT will if requested by Company assign the lease for the
     offices  to  the  Company.  Said  monthly  lease  if assigned cannot 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
     equipment  would be turned over to Company by the payment within 45 days of
     cancellation  in  the amount of $1,000,00 in year one, $500.00 in years two
     through  5,

11.  Termination.  This  agreement  shall  continue  until  December  31,  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, then Company shall have the option of paying back
     the  line  of  credit  (if  applicable), together with interest on a 3-year
     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 then Company shall be
     entitled  to  a  termination  fee  of  not  less  than  6  months  fees, if
     termination  is  so  elected  by  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

                         Executive Consulting Agreement
                           Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                   Page 5 of 9

<PAGE>
     fees  plus  the  release  of  the  stock collateral given in number 9 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 company now
     known as YPNT, Telco Billing or the majority to YPNT's assets are sold then
     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.
Relationship  of  the  Parties.  It is understood that Company is an independent
- ------------------------------
contractor  with  respect  to  YPNT  and  that  it wilt 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.

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.

13.  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.

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.

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 6 of 9

<PAGE>
14.  Default.  In  the  event  of a Default by YPNT for non-payment or and other
     -------
     breach  of  this  agreement then YPNT shall pay a Default fee of $50.00 per
     day for each day until cured. If after 15 days 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 and the 6-month termination penalty described herein. All
     other 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 David lannini 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. In the event that Company is
     unable  or  unwilling  to  replace  those services then 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,

15.  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):

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                   Page 7 of 9

<PAGE>
     If to YPNT:

     YP. Net, Inc.
     Angelo Tullo
     President
     4840 E. Jasmine Street Suite 105
     Mesa. Arizona 85205

     If to Company:
     Mar & Associates, Inc.
     David lannini.
     President
     4840 E. Jasmine Street Suite 110
     Mesa, Arizona 85205

16.  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.

17.  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.

18.  Amendment.  This  agreement  may be modified or amended if the amendment is
     ---------
     made  in  writing  and  is  signed  by  both  parties,

19.  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.

20.  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.

21.  Applicable  Law.  The  laws  of  the  State  of  Arizona  shall govern this
     ---------------
     agreement.

                         Executive Consulting AGREEMENT
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 8 of 9

<PAGE>
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 irrevocably bound by the agreements herein;

Party receiving Services:
YP. Net, Inc.

By: /s/ Angelo Tullo
   -----------------
Angelo Tullo President

Party providing Services:
Mar & Associates, Inc.

By: /s/ David lannini
   ------------------
David lannini President

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 9 of 9


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>

                                                                    Exhibit 10.3

              PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT

     This PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT ("Agreement"), by
and  between  YP.Net,  Inc,  a  Nevada  corporation,  with  a principal place of
business  located  at  4340  East  Jasmine  Street,  STE  105,  Mesa,  AZ  35205
("YP.NET"),  and  Community  IQ,  Inc.,  d.b.a.  as  Vista.com,  a  Washington
corporation  with  a  principal place of business located at 11241 Willows Road,
Suite  100 Building C, Redmond, WA 98052 ("VISTA.COM"), is effective as of Sept.
18,  2001  (the  "EFFECTIVE  DATE").

                                    RECITALS

     WHEREAS,  Vista.com  owns  and operates an internet-based Web Site creation
and  hosting  service currently known as "Vista.com," with a Home Page currently
located  at http://www.Vista, which develops and hosts personalized websites for
small  business  owners  ("Vista,  corn's  Web  Site").

     WHEREAS, YP.Net owns and operates a Web Site currently known as "YP.Net and
Yellow-Page.Net,"  with  a  Home Page currently located at http://www.YP.Net and
                                                           -----------------
Yellow-Page.Net,  which  provides  the tools and media that allow businesses the
ability  to  contribute  Intelligent  Intuitive  Information  to  the  online
information  marketplace.

     WHEREAS,  the  parties  desire that Vista.com develop, host, and maintain a
private  label  service  to allow YP.Net to resell Vista.com's Services to small
business  owners  and  to  other  web  site  operators for resale to their small
business  owners. Also, the parties desire to cross promote and sell the service
offerings  of  both  Vista.com  and  YP.Net  through  the  vista.com  Network.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the  parties  hereby  agree  as  follows:

                                    AGREEMENT

1.     DEFINITIONS

     "BRAND FEATURES" means any trademarks, service marks, logos, trade names or
other identifying names or marks, which are proprietary to a party and which are
used  by  that  party  to  identify  its  business,  products  and/or  services.

     "CONFIDENTIAL  INFORMATION"  means  any  information,  oral  or  written,
disclosed  by  either  party  to  the other pursuant to this Agreement except as
excluded  below.  "Confidential  Information"  includes, without limitation, the
terms  and  conditions  of  this  Agreement,  registration information, security
measures,  information relating to released or unreleased services, marketing or
promotion  of any service or product, business policies or practices, suppliers,
customer  base,  customer  information, YP Net Materials or information received
from  others  that  a party is obligated to treat as confidential. "Confidential
Information"  will  not  include  information  that: (i) is or becomes generally
known  or available by publication, commercial use or otherwise through no fault
of  the  receiving party: (ii) is known and has been reduced to tangible form by
the receiving party at the time of disclosure and is not subject to restriction;
(iii)  is  independently  and  rightfully  developed or learned by the receiving
party;  (iv)  is lawfully obtained from a third party that has the right to make
such  disclosure;  or  (v)  is  made generally available by the disclosing party
without restriction on disclosure. This paragraph supersedes any other provision
in  this  agreement.

     "YP.NET  BRAND  FEATURES" means any trademarks, service marks, logos, trade
names  or  other identifying names or marks, which are proprietary to YP.Net and
which  are  used  to  identify  its  business,  products  and/or  services.


                                        1
<PAGE>
     "YP.NET MATERIALS" means any information and materials provided byYP.Net to
Vista.com  under  this  Agreement

     "YP.NET  PRIVATE  LABEL  SERVICE"  means  a  Private  Label Service offered
byYP.Net  to  SBOs  and  to YP.Net Tier 2 Associates (for resale to their SBOs),
which  allows  SBOs  to  create  and  maintain  their  own  web  sites.

     "YP.NET  SBO" means a small business owner or other end user to whom YP.Net
sells  the  YP.Net  Private  Label  Service  pursuant  to  this  Agreement.

     "YP.NET  TIER  2  ASSOCIATE"  means a Tier 2 Associate to whom YP.Net sells
Private  Label  Services  for  resale  to  the  Associate's  SBOs.

     "GROSS  REVENUES"  means the fees or other sums collected by Vista.com from
the  sale  of  YP.Net Private Label Services pursuant to this Agreement, without
deduction  for  Transaction  Fees  and  applicable  taxes.

     "HOME  PAGE"  means  the initial Web Page of a Web Site seen by a user once
the  user  has  directed  web  browsing technology to access the Web Site's URL.

     "LINK"  means  an  embedded icon, object, graphic or text within a Web Page
that  consists  of  a  hypertext  pointer  to  the  URL  address  of a Web Page.

     "NET  REVENUES"  means  Gross Revenues collected by Vista.com from the sale
ofYP.Net  Private  Label Services pursuant to this Agreement after the deduction
of  Transaction  Fees  and  applicable  taxes.

     "PARTNERS"  means  all  Tier  1  Partners  and  Tier  2  Associates.

     "PARTNER  SERVICES"  means  the  services  offered  by any Partners via the
Vista.com  Network,  but  excluding  any  services  provided  by  Vista.com.

     "PRIVATE  LABEL  SERVICE" means the web services offered by any Partners to
SBOs  through the Vista.com Network, which allow the SBOs to create and maintain
their  own  web  sites  and  which  consist  of  (i)  Vista.com  Basic Services,
"SBOS" means those small business owners or other end users of any Private Label
Service.  "SERVICES"  means  the  Vista.com  Basic  Services.

     "SPECIFICATIONS"  means  the  content  and technical specifications for the
YP.Net  Private  Label  Service  attached  hereto  as  Exhibit A. as such may be
amended  by  mutual  agreement  of  the  parties  from  time  to  time.

     "TIER  1  PARTNER"  means the operator of a web site, to whom Vista.com has
granted  the right to offer a Private Label Service directly to SBOs and to Tier
2  Associates.  YP.Net  is  a  Tier  1  Partner.

     "TIER  2  ASSOCIATE"  means  the  operator  of a web site, to whom a Tier 1
Partner  has  granted the right to offer a Private Label Service to that website
operator's own SBOs. However, a Tier 2 Associate cannot sell Services to either
a  Tier  1  Partner  or  other  Tier  2  Associate.

     "TRANSACTION FEE" means the actual amount of the credit card processing fee
charged  to  Vista.com at the time of processing of any order placed through the
Vista.com  Network.

     "MONTHLY SERVICE FEE" means the monthly cost of Vista.com's Basic Services
to YP.Net.


                                        2
<PAGE>
     "USER  INFORMATION"  means  both  Aggregate  Information  and  Personal
Information pertaining to an SBO. "Aggregate Information" means information that
describes  the habits, usage patterns and/or demographics of SBOs as a group but
does  not  identify any individual SBO by name nor provide information in a form
which  would  enable  the  recipient  of  that  information to identify the SBO.
"Personal  Information"  means  information  about  and  which  identifies  an
individual SBQ and which may include without limitation the SBO's (i) name, (ii)
address,  and  (iii)  data  about a specific transaction that identifies the SBO
involved,

     "VISTA.COM  BASIC  SERVICEs"  means  the  web  site development and hosting
services  as  changed  from  time to time and offered on the Vista.com Web Site,
which  includes  all  services  listed  in  Exhibit  B.

     "VISTA.COM  CONTENT" means any articles or other editorial content provided
by  Vista.com  under  this  Agreement  and  taken  from  the  Vista.com Network.

     "VISTA.COM  NETWORK"  means  Vista.com's Web Site, private label Web Sites,
and  any  other  Web  Sites  that  provide  Services  to  SBOs.

     "VISTA.COM  SERVICES"  means  those  services  offered  by  Vista  com  and
consisting  of  the  Vista.com  Basic  Services.

     "WEB  PAGE"  means  content  in  the World Wide Web portion of the Internet
accessed via a single URL, and excluding content on other Web Pages accessed via
Links  in  said  content.

     "WEB  SITE"  means  a  collection  of  Web Pages related in some manner and
interconnected  via  Links,  including  all  successor versions thereof that may
evolve  throughout  the  Term  of  this  Agreement, regardless of whether or not
marketed  or  promoted  under  the  same  name.

     Other  Terms.  All other initially capitalized terms will have the meanings
assigned  to  them  in  this  Agreement,  including  its  Exhibits.

2.   YP.NET  PRIVATE  LABEL  SERVICE.

     2.1     DEVELOPMENT  AND  MAINTENANCE.   Vista.com  will  develop, operate,
maintain,  and  host  the  YP.Net  Private Label Service in accordance with this
Section  2  and the Specifications, TheYP.Net Private Label Service will provide
YP.Net's  Tier 2 Associates and SBOs access to (i) the Vista.com Basic Services.
2.2     LAUNCH.   The  parties  will  cooperate in good faith to make the YP.Net
Private  Label Service available to YP.Net SBOs according to the schedule as set
forth  in  the  Specifications  (the  "Launch  Date").

     2.3     VISTA.COM  BRANDING.  The  YP.Net  Private  Label  Service  will be
branded  with  a  "Fueled  by  Vista.com" logo as more specifically described in
Exhibit  A, which branding may be subject to periodic changes upon prior written
notice  by  Vista.com  to  YP.Net,  and  written  approval  by  YP.Net.

     2.4     DOMAIN  NAME. YP.Net will be solely responsible for registering and
maintaining  as a domain name the URL, at which the YP.Net Private Label Service
will  be  located and which the parties anticipate will be substantially similar
to  http://www.SBO.YP Net. Any changes to that registered domain name during the
Term  shall  be  subject  to agreement by the parties, YP.Net and Vista.com will
each  receive  full  Media  Metrix  traffic  credit for the YP.Net Private Label
Service.

     2.5     YP.NET  BRAND  FEATURES.    YP.Net will provide Vista.com with such
YP.Net  Brand  Features  as  it  determines  in  its  sole  discretion  and  any
navigational  elements associated with each, as necessary to permit Vista.com to
create the YP.Net Private Label Service and to comply with its obligations under
this  Agreement. YP.Net will provide Vista.com with the YP.Net Brand Features in
an  electronic  format  as  reasonably  requested  by  Vista.com, Vista.com will
provide the content necessary to


                                        3
<PAGE>
integrate  the  Vista.com  Basic Services into the YF.Net Private Label Service.
Notwithstanding the obligations set forth in this Section, neither party will be
obligated  to  provide to the other party any content or services or include any
content  or  services  in  the YP.Net Private Label Service or for any other Web
Site,  if  doing  so  would  put such party in breach of an existing contractual
obligation.

     2.6     RESPONSIBILITY  FOR  THE YP.NET PRIVATE LABEL SERVICE.   As between
Vista.com  and  YP.Net,  and  except  as  expressly  provided  otherwise in this
Agreement  or in any related support services agreement, Vista.com will develop,
operate,  maintain  and  host  the  YP.Net Private Label Service and all content
contained  therein,  excluding  user registration as provided under Section 2.7.
TheYP.Net  Private Label Service will be maintained and operated by Vista.com in
accordance  with  the  membership  terms of service attached hereto as Exhibit C
(the  "Membership  Terms of Service"): which shall at all times be substantially
similar  to  the  then-current  membership  agreement on the Vista.com Web Site,
YP.Net  may  modify  these  terms  at  their  sole  discretion.

     2.7     USER REGISTRATION. During the Term commencing with the Launch Date,
YP.Net  will  be  responsible  for registering users of the YP.Net Private Label
Service on YP. Net's Web Site.   Such registration process will require users to
consent to the Membership Terms of Service, and YP.Net will ensure that any user
who  does  not  consent  to  the  Membership  Terms  of Service may not create a
personalized  web  site  through the YP.Net Private Label Service.  In addition,
YP.Net  will make efforts to ensure that the registration process for the YP.Net
Private  Label  Service  requires  verification that the user is over the age of
eighteen (18) and prohibits users under the age of eighteen (18) from creating a
personalized  Web  Site  through  that  Private  Label  Service.

     2.8     PARTNER  SUPPORT.  Vista.com  will  support YP.Net, as set forth in
Exhibit  E.  Additionally, Vista shall provide Private Label Customer support as
part  of  Vista's  Basic  Service, with services delivered through a 900-support
line. If the 900-support volume does not cover the ongoing cost of the 900 line,
then  Vista.com  may  choose  to  discontinue,  this  method of support toYP.Net
customers.

     2.9  USER  INFORMATION.  Vista.com  and YP.Net will jointly own any and all
User  Information  collected  by  either party from YP.Net SBOs ("YP.Net Private
Label  Service User Information"). YP.Net Private Label Service User Information
will be collected, disclosed, or used by the parties only in accordance with the
privacy  policy  for the YP.Net Private Label Service to be mutually agreed upon
by  the  parties  and attached hereto as Exhibit D (the "Privacy Policy") and in
accordance  with  all  applicable  laws.  After  the Launch Date, Vista.com will
provide  YP.Net  Private  Label  Service User Information to YP.Net on a monthly
basis  via  an  online reporting service. YP.Net may modify this policy at their
sole  discretion.

3.   VISTA.COM  NETWORK  OFFERINGS.

     3.1     YP.NET'S  SALES  OF SERVICE:   As a reseller of Vista.com Services,
YP.Net  may  sell  the  Vista.com  Basic  Service  to YP.Net SBOs via the YP.Net
Private Label Service. YP.Net will have sole discretion to set and determine the
price  at  which  it  sells  Services  to  YP.Net  SBOs.

     3.2     TIER  2  ASSOCIATES  SIGN-UP.   YP.Net  may  sell the Private Label
Services  to  Tier  2 Associates. Tier 2 Associates may sell to its own SBOs the
Vista.com Basic Services. The Private Label Service that YP.Net may sell to Tier
2 Associates will be primarily branded with the branding of the Tier 2 Associate
and  will  include a "Fueled by Vista.com' logo. Such Private Label Service will
be  hosted and maintained by Vista, com at a URL owned by such Tier 2 Associate.
YP.Net  will  have  sole  discretion  to set and determine the price at which it
sells  the  Private  Label Service to Tier 2 Associates and the Tier 2 Associate
will  have  sole discretion at which it sells the Private Label Service to SBOs.
Vista.com  shall charge YP.Net a setup fee in the amount of one thousand dollars
($1.000)  for  each  YP.Net Tier 2 Associates who signs up for the Private Label
Service.

4.     MARKETING.  During  the  Term,  YP.Net  will  use commercially reasonable
efforts to promote and market the YP.Net Private Label Service.   Throughout the
Term,  the parties will use commercially


                                        4
<PAGE>
reasonable  efforts  to  meet  periodically  and  create  collaborative business
development  strategies  to  market and promote the YP.Net Private Label Service
and  the  Services, Those marketing efforts that have been identified and agreed
upon  by  the  parties  are  set  forth  in  Exhibit  E.

5.   BILLING,  COLLECTIONS,  PAYMENTS  AND  ACCOUNTING

     5.1     PAYMENT.   During  the Term of this Agreement, YP.Net agrees to pay
Vista.com  in  accordance  with  the  following  formulas.

             5.1.1     VISTA.COM  BASIC  SERVICES  FORMULA.  In  connection
with  Vista.com  Basic  Services created each month during the Term by YP.Net or
YP.Net's  Tier  2  Associates,  YP.Net  will  be  obligated to pay Vista.com the
Monthly  Service  Fee (as set forth in Exhibit F) perYP.Net SBO or YP.Net Tier 2
Associate  SBO,  who  are  registered  to  receive  those  Services  each month.
Additionally,  YP.Net agrees to pay Vista.com five thousand dollars (55,000) for
the  setup  of  the  Private  Label Service. This setup fee will be invoice upon
contract  execution  andYP.Net  will  have  ten  (10)  Business days to pay such
invoice.

             5.1.2     PAYMENT. In  the  event  Vista.com  does  not  collect
sufficient  Net  Revenues, Transaction Fees, or applicable taxes from YP.NetSBOs
and  YP.Net  Tier  2  Associate  SBOs:  to  cover  the amounts owed by YP.Net to
Vista.com  as calculated in this Section 5.1, then Vista.com will invoice YP.Net
for  the  difference. YP.Net will pay Vista.com within thirty (30) days from the
date of such invoice. Invoices not paid within such time period shall be subject
to  a  late  payment  charge of 1.5% per month (or the maximum rate permitted by
law,  whichever  is lower) on the outstanding balance thereof, accruing from the
due date, in the event that after a reconciliation per 5.3 below. Vista.com owes
money  to  YP.Net  irrespective  to  the  provisions  of 5.3. YP.Net can invoice
Vista.com  for  that money & Vista.com must pay within 30 days from date of said
invoice  in  like  manners  kind  to  Vista.com's  rights  under  this  clause

     5.2     BILLING  AND  COLLECTION.  YP.Net  hereby  appoints  Vista.com, and
Vista.com  accepts such appointment, to be YP.Net's billing and collection agent
for  billing  and  collecting Gross Revenues from YP.Net SBOs, and YP.Net Tier 2
Associate  SBOs. Vista.com will bill and collect said Gross Revenues on YP.Net's
behalf pursuant to Sections 3.1 and 3.2.  YP.Net may at any time and at its sole
discretion,  decided not to use the billing and collection services of Vista.com
without  penalty  to  YP.Net.

     5.3     REMITTANCE.  Vista.com  will  retain an amount equal to the payment
owed  by YP.Net to Vista.com as calculated by the formulas set forth in Sections
5.1.1  and  5.1.2  above  and will use commercial reasonable efforts to remit to
YP.Net  YP.Net's share of Net Revenues and applicable taxes via electronic funds
transfer within thirty (30) business days following any month in which those Net
Revenues  have  been  collected. If at any time YP.Net owes Vista.com any amount
based  upon  a  reconciliation  of  a  prior month's billing, then Vista.com may
retain  an  additional  amount  equal to the underpayment   Likewise, if after a
reconciliation  Vista.com  owes  YP.Net, Vista.com will include such amount with
the  next  month's  remittance.

     5.4     REPORTING.  Within ten (10) days after the end of each month during
the  Term,  Vista.com  will  furnish YP.Net with a statement itemizing the total
amount  of  Gross  and  Net  Revenues  collected that month, the total amount of
Transaction  Fees  incurred  that month, and, during that same month, applicable
taxes  collected,  from  all services for which YP.Net is entitled to a share of
the  resulting Net Revenues. YP.Net will be solely responsible for remitting any
amounts due and owing to YP.Net's Tier 2 Associates as agreed between YP.Net and
its  Associates  and  as  documented  in  the  statement.

     5.5     CHARGEBACKS  AND REFUNDS. in the event that an SBO stops payment or
"charges back" its credit card for Services on the YP.Net Private Label Service,
then  Vista.com  may  recoup  any  Net Revenues and applicable taxes remitted to
YP.Net  for  the  Services  that  the  SBO  stopped payment. In the event an SBO
requests  a refund for Services not yet rendered (e.g., the SBO has pre-paid for
1  year  of service and requests a refund after six months), then Vista.com will
provide a pro-rated refund and


                                        5
<PAGE>
Vista.com  may recoup that portion of Net Revenues and applicable taxes remitted
to  YP.Net  for  the  refunded  time period. In the event that an SBO requests a
refund  for  Services  due  to  a  failure  to  provide  requested Services, and
Vista.com  agrees  that  it failed to provide such Services, then Vista.com will
refund  SBO's  payment and Vista.com may recoup that portion of Net Revenues and
applicable  taxes  remitted  to  YP.Net  for those Services. In the event an SBO
requests  a  refund  for Services that were provided, then Vista.com may, in its
discretion,  decide  whether  to  provide  a refund to that SBO and if Vista.com
decides  to  provide  such refund, then Vista.com may recoup that portion of Net
Revenues  and  applicable  taxes  remitted  to  YP.Net  for  those  Services.

     5.6  AUDIT. During the Term and for a period of two (2) years following the
termination  or expiration of the Agreement, the parties agree to keep all usual
and  proper  records  and  books of account and all usual and proper entries and
other  documentation  relating  to any and all transactions contemplated by this
Agreement  (collectively,  "Business Records"). During the Term and for a period
of two (2) years following the expiration or termination of this Agreement, each
party  will have the right to cause an audit and/or inspection to be made of the
other  party's  records relevant to this agreement in order to verify statements
issued  by  the other party and compliance with the terms of this Agreement. Any
such  audit  will  be  conducted  by  an independent certified public accountant
selected  by  the  auditing  party  (other  than  on a contingent fee basis) and
reasonably  acceptable  to  the  audited party. Any audit or inspection is to be
conducted  during  regular business hours at the audited party's facilities upon
at  least  ten  (10) days written notice. Such audits may not be made more often
than  once  in  any  twelve  (12)  month  period.  If  any such audit reveals an
underpayment  of  more  than  five percent (5%) related to the time period under
audit,  the  reasonable costs and expenses to conduct such audit will be paid by
the  audited  party  and the audited party will pay such costs together with the
amount  of  such underpayment within thirty (30) days from receipt of an invoice
or  statement  therefore,  itemizing  the amounts of said underpayment and audit
costs and including copies of relevant supporting documentation. All information
disclosed  or obtained in the course of conducting an audit will be Confidential
Information  of  the  audited party and used solely for the purpose of verifying
compliance  with  the  terms  of  this  Agreement.

6.     LICENSE  GRANT.

     6.1     During  the  Term  and  thereafter  pursuant to Section B.S, YP.Net
hereby  grants Vista.com a worldwide, nonexclusive, royalty-free, fully paid-up,
and,  subject  to  Section  13.3,  nontransferable  license  to  use, reproduce,
digitize,  distribute, transmit, and publicly displayYP.Net Materials and YP.Net
Brand  Features,  as  necessary for the development, operation, maintenance, and
support  of  the  YP.Net  Private Label Service and YP.Net upon review and prior
written  approval  of  use  by  YP.Net

     6.2     During  the  Term  and  thereafter  pursuant to Section 8,5, YP.Net
hereby  grants  Vista.com a worldwide, nonexclusive, royalty-free, fully paid-up
and,  subject  to Section 13.3, license to use, reproduce, digitize, distribute,
transmit, and publicly display and sublicenseYP.Net Materials over the Vista.com
Network,  including  without limitation, on Vista.com's Web Site and all SBO Web
Sites  , Partner Private Label Web Sites, and their SBO Web Sites, provided that
YP.Net  has  provided  written  approval.  Such  materials  will be removed upon
termination  of  this  Agreement.

     6.3     The  parties  agree that, except as expressly licensed to YP.Net by
this  Agreement  or  by  a  separate  license  agreement as between the parties,
Vista.com will retain all right, title, and interest in the YP.Net Private Label
Service, the Vista.com Network, Vista.com Basic Services, and all data, content,
technologies  and  other  property  furnished  by Vista.com to YP.Net hereunder.
Notwithstanding  the  foregoing,  the  parties  agree  that  except as expressly
licensee! to Vista.com in this Agreement or a separate license agreement, YP.Net
will  retain  all  right,  title,  and  interest  in the YP Net Web Site, YP.Net
Materials,  YP.Net  Brand Features, YP.Net Services and the YP.Net Private Label
Service  domain  name  and  all  data,  content, technologies and other property
furnished  by YP.Net to Vista.com hereunder. Neither party will have any rights,
title  or interest in any materials, content or technology provided by the other
party  hereunder  except as specifically provided in this Agreement and will not
alter,  modify,  copy,


                                        6
<PAGE>
edit,  format,  translate,  create  derivative  works  of  or  otherwise use any
materials,  content  or  technology  provided  by  the  other  party  except  as
explicitly provided herein or approved in advance in writing by the other party.

7.  Confidentiality

     7.1     Each  party  will  protect  the  other's  Confidential  Information
from  unauthorized  dissemination and use with the same degree of care that such
party  uses  to  protect  its  own  like information. Neither party will use the
other's  Confidential  Information  for  purposes  other than those necessary to
directly  further  the  purposes  of this Agreement. Each party may disclose the
terms  and  conditions  of  this  Agreement to its employees, affiliates and its
immediate legal and financial consultants on a need to know basis as required in
the  ordinary  course  of  that  party's business, provided that such employees,
affiliates  and/or  legal  and  /or  financial  consultants  agree in advance of
disclosure  to  be  bound  by  this Section 7. A party may disclose Confidential
Information  as  required  by  government or judicial order, provided each party
gives  the  other  party  prompt  notice  of  such  order  and complies with any
protective  order  (or  equivalent)  imposed  on  such  disclosure.

     7.2     Each  party  acknowledges  that  monetary  damages  may  not  be  a
sufficient remedy for unauthorized disclosure or use of Confidential Information
and that each party may seek, without waiving any other rights or remedies, such
injunctive  or  equitable relief as may be deemed proper by a court of competent
jurisdiction.

8.   TERM;  TERMINATION

     8.1     The  term  of  this  Agreement  will  be  three  (3) years from the
Effective  Date  subject  to automatic, successive renewal terms of one (1) year
each,  unless  either Vista.com orYP.Net gives the other party written notice of
its intent not to renew at least ninety (90) days prior to the expiration of the
initial  term  or  any  succeeding  term  (collectively  the  "Term"),

     8.2     TERMINATION  FOR  BANKRUPTCY.     Either  party  may terminate this
Agreement  by  written  notice  given to the other party, in the event the other
party  (i)  files a petition in bankruptcy; or (ii) has a petition in bankruptcy
filed  against  it  by any third party, which is not dismissed within sixty (60)
days.  Termination pursuant to this Section shall take effect on the date notice
by  the  terminating  party  is  deemed  given.

     8.3     TERMINATION  FOR CAUSE. In addition to any other rights or remedies
that  either  party may have under the circumstances, all of which are expressly
reserved,  either  party  may terminate this Agreement at any time, if the other
party  is in material breach of any warranty, representation, term, condition or
covenant of this Agreement, and fails to cure that breach within sixty (60) days
after  written  notice  given,  outlining  all  reasons  for  said  termination,

     8.4     EFFECTS  OF TERMINATION. Upon the termination or expiration of this
Agreement  except  to the extent provided pursuant to Section 8.5 below, (i) all
rights  and  licenses granted hereunder and dl obligations and covenants imposed
hereunder will immediately cease; and (ii) except as expressly set forth herein,
each  party will: (A) stop using all Confidential Information of the other party
then  in  its possession; (B) erase or destroy all such Confidential Information
then residing in any computer memory or data storage apparatus in its possession
or  control;  (C) at the option of such other party, either destroy or return to
such  other  party  all  such  Confidential Information in tangible form and all
copies  thereof; (D) remove all of the other party's Brand Features from the web
sites  and  the  Vista.com  Network;  and  (E)  Vlsta.com will remove all YP.Net
Materials,  including  YP.Net  Editorial  Content from the Vista.com Website and
Vista.com  Network,  except  that  Vista.com  is  not  required to remove YP.Net
Materials  from any SBO's Website out of control of Vista.com.   In the event of
termination of this Agreement, for any reason each and every clause which by its
nature  is  intended  to  survive  the  termination of this Agreement including,
without  limitation,  Sections  1,  2.4,  2,  8,  5  (only  to  the  extent that
transactions are authorized prior to expiration or termination), 5.2, 7, 8,9,10,
11,  12,  and  13  will  survive  termination  or  expiration.


                                        7
<PAGE>
     8.5     TRANSITION,

             8.5.1      VISTA  DEFAULT.  Upon termination of this Agreement by
YP.Net  pursuant  to  Section  8.2  or  8.3,  Vista.com  will  use  commercially
reasonable  efforts  to  assist  YP.Net in transitioning the YP.Net SBOs off the
Vista  Network  to  a  third-party  web-hosting  site  or  YP.Net's  own site as
designated  by  YP.Net  For  the purpose of this section Commercially Reasonable
Efforts  shall mean "documentation relating to YP.Net SBO Web Sites and customer
data  files,  and  the  site images, logos, banners, html content, (collectively
"Transition  Deliverables"). The Transition Deliverables are stored in an Oracle
database  and  on  an  NFS  file  server.  Vista  shall  provide  the Transition
Deliverables  to  YP.Net  in  the  form  of a data snapshot on CD-ROM. An Oracle
export  fie will be provided on CD-ROM for each database. The Oracle export file
contains  the  database  schema  and  all  database  data  related  toYP.Net SBO
Websites".  If Vista.com Services are still maintained on the Vista.com Network,
then  YP  Net's  obligation  to  pay,  and Vista.com's obligation to provide the
services  and  billing  and  collection,  shall  continue  as necessary for such
transition.

             8.5.2     YP.NET  DEFAULT.  Upon termination of  this  Agreement by
Vista  pursuant  to  Section 8.2 or 8.3, YP.Net will use commercially reasonable
efforts  to  assistVista.com  in  transitioning  the  YP.Net  SBOs  from the URL
designated for the YP.Net Private Label Service pursuant to Section 2.4 to a URL
maintained  by  Vista.com.  Specifically,  YP.Net  will for up to six (6) months
following  termination  or  expiration maintain all of its SBO URLs and redirect
such  URLs  to  a  URL  agreed  to  by  Vista.com  and  YP.Net.

             8.3.1     EXPIRATION.  Upon  expiration  pursuant to  Section  8.1,
YP.Net  and  YP.Net's  Tier  2  Associates  will  no  longer be entitled to sell
Services  to  SBOs. Vista.com will continue to provide existing SBOs Services in
accordance with the current Membership Agreement and the terms of this Agreement
for  up  to  two  (2)  additional  years  and  pay  YP.Net there portions of the
collected  revenue  as  if  this  agreement was still in effect. In the event of
expiration  of  this Agreement, Sections 1, 2.1, 2.3-2.5, 2.5, 2.8, 2.9,6, 7, 8,
9,10,11,12,  and  13  will  survive  expiration  for  the  two additional years.

9.   INDEMNITY

     9.1  BY  VISTA.COM

          9.1.1     Vista.com  shall  indemnify, hold  harmless and, at its sole
expense,  defend YP.Net and any of YP.Net's subsidiaries, affiliates, directors,
officers, employees, agents and independent contractors from and against any and
all  third-party  claims,  suits,  proceedings,  costs  and  expenses (including
attorneys'  fees),  liabilities,  losses and damages (collectively, "Third-Party
Claims")  arising  out  of,  or  in  any  way  related  to:

                    (i)  Any  actual  or  alleged  breach  of  this Agreement or
                         violation  of  applicable  U.S.  lawbyVista.com;

                    (ii) Any  Vista.com  Content  or  Vista.com  Brand Features,
                         regardless  of  where  located;  or

                    (iii) The development, operation, maintenance and hosting of
                         the  YP.Net  Private  Label  Service,  excluding  user
                         registration  for that Service and any YP.Net Materials
                         or  YP.Net  Brand  Features  displayed  in  connection
                         therewith,

          9.1.2     Vista.com's  obligations  under Section 9.1.1 shall be
contingent on YP.Net


                                        8
<PAGE>
                    (i)  Providing  Vista.com  with  reasonably  prompt  written
                         notice  of  any such Third-Party Claim, for which it is
                         seeking  a  defense  and/or  indemnification hereunder;

                    (ii) Fully  cooperates  with,  and  provides  information or
                         other  assistance  to,  Vista.com  upon  request and at
                         Vista.com's  expense;  and

                    (iii) Allows Vista.com to control the defense and resolution
                         of  any  such  Third-Party  Claim with legal counsel of
                         Vista.com's  choice.

Notwithstanding Section 9.1.2(iii) above, YP.Net shall have the right to approve
the  settlement  of  any  Third-Party  Claim,  which  involves  an  admission or
commitment  by  or  on  behalf  of YP.Net, other than the payment of money to be
fully  indemnified  hereunder  by  Vista.com.  Such  approval  shall  not  be
unreasonably  withheld  or  delayed.

          9.1.3     In  the  event  Vista.com  settles or otherwise resolves a
Third-Party  Claim  for  which  it  is  obligated to indemnify YP.Net hereunder,
Vista.com  agrees  not  to  publicize  said  resolution  without first obtaining
YP.Net's written permission, which permission will not be unreasonably withheld,

     9.2  BY  YP.NET

          9.2.1     YP.Net  shall  indemnify,  hold  harmless  and, at its sole
expense,  defend  Vista.com  and  any  of  Vista.com's subsidiaries, affiliates,
directors,  officers,  employees,  agents  and  independent contractors from and
against  any  and  all  Third-Party  Claims (as defined in Section 9.1.1 above),
arising  out  of,  or  in  anyway  related  to:

                    (i)  Any  actual  or  alleged  breach  of  this Agreement by
                         YP.Net;

                    (ii) Any  YP  Net  Materials  or  YP.Net  Brand  Features,
                         including  in  connection therewith infringement of any
                         third-party's  intellectual  property  rights,  trade
                         secrets  or  other  proprietary  rights;  or

                    (iii)  Violation  of  applicable  U.S.  law,  regulation  or
                         Vista.com  policy  by  YP.Net,  by  any  YP.Net  Tier 2
                         Associate,  or  by  the  SBOs  of  either  said  party.

          9.2.2     YP.Net's obligations under Section 9.2.1 shall be contingent
on  Vista.com:

                    (i)  Providing  YP.Net with reasonably prompt written notice
                         of  any such Third-Party Claim, for which it is seeking
                         a  defense  and/or  indemnification  hereunder;

                    (ii) Fully  cooperates  with,  and  provides  information or
                         other  assistance  to,  YP.Net  upon  request  and  at
                         YP.Net's  expense;  and

                    (iii) Allows YP.Net to control the defense and resolution of
                         any  such  Third-Party  Claim  with  legal  counsel  of
                         YP.Net's  choice,

Notwithstanding  Section  9.2.2(iii)  above,  Vista.com  shall have the right to
approve  the settlement of any Third-Party Claim, which involves an admission or
commitment  by  or on behalf of Vista.com, other than the payment of money to be
fully  indemnified  hereunder by YP.Net. Such approval shall not be unreasonably
withheld  or  delayed.


                                        9
<PAGE>
          9.2.3     In  the  event  YP.Net  settles  or  otherwise  resolves  a
Third-Party  Claim  for  which it is obligated to indemnify Vista.com hereunder,
YP.Net  agrees  not  to  publicize  said  resolution  without  first  obtaining
Vista.com's  written  permission,  which  permission  will  not  be unreasonably
withheld.

10.     DISCLAIMER OF WARRANTIES.    EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES
OR  REPRESENTATIONS  EXPRESS  OR  IMPLIED,  INCLUDING,  BUT  NOT LIMITED TO, THE
IMPLIED  WARRANTIES  OF  MERCHANTABILITY,  AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER  PARTY  WARRANTS  THAT  ACCESS  TO OR USE OF ANY WEB SITE, INCLUDING THE
YP.Net PRIVATE   LABEL   SERVICE,   WILL   BE   UNINTERRUPTED   OR   ERROR-FREE,
OR   THAT  ANY  SOFTWARE  OR  SERVICES  WILL  MEET  ANY  PARTICULAR  CRITERIA OF
PERFORMANCE  OR  QUALITY.

ALSO,  THERE IS NO WARRANTY OF TITLE OR NON-INFRINGEMENT OR QUIET ENJOYMENT WITH
RESPECT  TO ANY CONTENT, SERVICES OR WEB SITES REFERENCED OR PROVIDED UNDER THIS
AGREEMENT.

11.     LIMITATION  OF LIABILITIES.    EXCEPT FOR OBLIGATIONS OF CONFIDENTIALITY
UNDER SECTION S AND OBLIGATIONS OF DEFENSE AND INDEMNITY PURSUANT TO SECTION 10,
BOTH  PARTIES  AGREE  THAT (i) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,   PUNITIVE   OR   SPECIAL   DAMAGES,
ARISING   OUT   OF   OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,
DAMAGES  FOR  LOSS  OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION,  AND  THE  LIKE,  EVEN  IF  SUCH  PARTY  HAS  BEEN  ADVISED  OF THE
POSSIBILITY OF SUCH DAMAGES, AND (ii) THE TOTAL LIABILITY OF THE PARTIES TO EACH
OTHER,  AND  EACH  PARTY'S  SOLE  AND  EXCLUSIVE  REMEDY  FOR ANY AND ALL CLAIMS
RELATING  TO OR ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID
HEREUNDER, WITH  EACH PARTY RELEASING THE OTHER FROM ALL OBLIGATIONS, LIABILITY,
CLAIMS  OR  DEMANDS  IN  EXCESS  OF  THAT  AMOUNT.

NOTWITHSTANDING  THE  FOREGOING,  THE  PROVISIONS  OF  THIS SECTION 11 SHALL NOT
RESTRICT  EITHER PARTY'S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF.

12.     TAXES.

     12.1     The  amounts  to  be  paid  by  YP.Net  to Vista.com herein do not
include any foreign, U.S. federal, state, local, municipal or other governmental
taxes,  duties,  levies,  fees, excises or tariffs, arising as a result of or in
connection  with  the  transactions contemplated under this Agreement including,
without limitation, any state or local sales or use taxes or any value added tax
or  business transfer tax now or hereafter imposed on the provision of goods and
services  to YP.Net by Visia.com under this Agreement, regardless of whether the
same  are  separately  stated  by  Vista.com. All such taxes (and any penalties,
interest,  or  other  additions  to any such taxes), with the exception of taxes
imposed on Vista.com's income or with respect to Vista.com's property ownership,
shall  be  the  financial  responsibility  ofYP.Net. YP.Net agrees to indemnify,
defend  and  hold  Vista.com  harmless  from any such taxes or claims, causes of
action,  costs  (including,  without limitation, reasonable attorneys' fees) and
any  other  liabilities  of  any  nature  whatsoever  related  to  such  taxes.

     12.2     YP.Net  will  pay  all applicable value added, sales and use taxes
and  other  taxes  levied  on  it  by  a  duly constituted and authorized taxing
authority  on  the  software  or  services  provided under this Agreement or any
transaction  related  thereto  in  each  country  in  which  the services and/or
property  are being provided or in which the transactions contemplated hereunder
are  otherwise  subject  to tax, regardless of the method of delivery. Any taxes
that are owed by YP.Net, (i) as a result of entering into this Agreement and the
payment  of  the  fees hereunder, (ii) are required or permitted to be collected
from  YP.Net  by  Vista.com  under  applicable law, and (iii) are based upon the
amounts  payable  under  this


                                       10
<PAGE>
Agreement  (such  taxes  described  in (i), (ii), and (iii) above the "Collected
Taxes'),  shall  be  remitted  by  YP.Net to Vista.com, whereupon, upon request,
Vista.com shall provide to YP.Net tax receipts or other evidence indicating that
such  Collected  Taxes  have  been  collected  by  Vista.com and remitted to the
appropriate  taxing  authority.  YP.Net  may  provide  to Vista.com an exemption
certificate  acceptable  to  Vista.com  and  to  the  relevant  taxing authority
(including  without  limitation  a  resale certificate) in which case, after the
date upon which such certificate is received in proper form, Vista.com shall not
collect  the  taxes  covered  by  such  certificate.

     12.3     If, alters determination by foreign tax authorities, any taxes are
required  to  be  withheld,  on payments made by YP.Net to Vista.com, YP.Net may
deduct such taxes from the amount owed Vista.com and pay them to the appropriate
taxing authority; provided however, thatYP.Net shall promptly secure and deliver
to  Vista.com an official receipt for any such taxes withheld or other documents
necessary  to  enable  Vista.com to claim a U.S. Foreign Tax Credit. YP.Net will
make  certain that any taxes withheld are minimized to the extent possible under
applicable  law.

     12.4     This  tax  section shall govern the treatment of all taxes arising
as  a  result  of or in connection with this Agreement notwithstanding any other
section  of  this  Agreement.

13.  GENERAL  PROVISIONS

     13.1     INDEPENDENT CONTRACTORS.   The parties are independent contractors
with  respect  to each other, and nothing in this Agreement will be construed as
creating  an  employer-employee  relationship, a partnership, or a joint venture
between  the  parties, The only agency relationship created by this Agreement is
created  in  Section  5.2  regarding  the  provision  of  billing and collection
services  by  Vista.com.

     13.2     GOVERNING  LAW. This Agreement will be governed by the laws of the
State  of  Arizona,  excluding  choice  of  law  rules.  The  parties  agree  to
jurisdiction  and  venue  in  the  state  and federal courts sitting in Maricopa
County,  Arizona.   In  any  action or suit to enforce any right or remedy under
this  Agreement  or to interpret any provision of this Agreement, the prevailing
party  will  be  entitled  to recover its costs, including reasonable attorneys'
fees.

     13.3     ASSIGNMENT.   Neither  party  may assign its rights or obligations
under  this  Agreement  without  the  prior  written consent of the other party,
except  that  either  party  will  be permitted, without the other party's prior
written  consent,  to  assign  its  rights  and  obligations  to an acquiring or
successor  entity  in connection with a merger, a sale of its business or a sale
of  all  or  substantially all of its assets, upon prompt written notice thereof
given  to the other party once said assignment becomes certain and provided such
successor  is  not  a  direct  competitor  of  the  other party.   All terms and
provisions  of  this  Agreement will be binding upon and inure to the benefit of
the  parties  hereto  and their respective permitted transferees, successors and
assigns.

     13.4     COSTS.    Except  as  otherwise  expressly  provided  herein, each
party:  (a)  will  be  responsible for all costs associated with the performance
obligations  expressly  undertaken  by  such party under this Agreement, and (b)
will  have  no  right  to  obtain  reimbursement or other payment from the other
party.

     13.5     CONSTRUCTION.  In  the  event that any provision of this Agreement
conflicts  with  governing  law  or if any provision is held to be null, void or
otherwise  ineffective or invalid by a court of competent Jurisdiction, (i) such
provision  will  be  deemed  to be restated to reflect as nearly as possible the
original  intentions  of the parties in accordance with applicable law, and (ii)
the  remaining  terms,  provisions, covenants and restrictions of this Agreement
will  remain  in  full force and effect.   This Agreement has been negotiated by
the  parties  and  their  respective  counsel  and will be interpreted fairly in
accordance  with  its  terms  and without any strict construction in favor of or
against  either  party. The section headings used in this Agreement are intended
for  convenience only and will not be deemed to affect in any manner the meaning
or  intent  of  this  Agreement  or  any  provision  hereof.


                                       11
<PAGE>
     13.6     NOTICES.  All  notices  arid  requests  in  connection  with  this
Agreement will be given in writing and will be deemed given on the date of first
attempted  delivery (whether successful or not) to the intended recipient's last
known address by messenger, delivery service, or in the United States of America
mail,  postage  prepaid,  certified or registered, return receipt requested, and
addressed  as  follows:


                                       12
<PAGE>
     To  Vista.com:                         To  YP.Net:

     Vista.com                              YP.Net,  Inc.
     11241 Willows Road. Ste. 100           4340  E. Jasmine St., Ste 105
     Redmond,  WA9S1052                     Mesa, AZ  85205

     Attention: Marvin  Mall                Attention:  Ron  Howard


     Phone:   (425)  497-9909               Phone:  480-654-9646
     Fax:    (425)  497-0409                Fax:    480-654-9727

     Copy  to:                              Copy  to.  Angelo Tullo

     Preston,  Gates  &  Ellis
     Fax: (206)  623-7022

or  to such other address as the applicable party may designate pursuant to this
notice  provision.

     13.7     ENTIRE AGREEMENT. This  Agreement  and the  attached  Exhibits
constitutes the entire agreement between the parties with respect to the subject
matter  hereof  and  supersedes  all  prior  and  contemporaneous  agreements or
communications.  This  Agreement  will  not  be  modified  except  by  a written
agreement dated subsequent to the date of this Agreement and signed on behalf of
Vista.com  and  YP.Net  by  their respective duly authorized representatives. No
waiver of any breach of any provision of this Agreement will constitute a waiver
of  any  prior,  concurrent  or  subsequent  breach  of  the  same  or any other
provisions  hereof,  and  no waiver will be effective unless made in writing and
signed  by  an  authorized  representative  of  the  waiving  party.

The  parties  have caused this Agreement to be executed by their duly authorized
representatives  as  of  the  Effective  Date.

VISTA.COM                         YP.NET,  INC.



By  /s/  Mark  E.  Shafer                    By  /s/ Angelo Tullo, Chairman
   ----------------------------                --------------------------------

Name (Print)  Mark  E.  Shafer               Name (Print)   Angelo  Tullo
              -----------------                           ---------------------

Title  Vice  President,  Sales               Title  Chairman  of  the  Board
      -------------------------                     ---------------------------

Date  9/19/01                                Date  9-18-01
      -------------------------                    ----------------------------


                                       13
<PAGE>
                            EXHIBIT A SPECIFICATIONS

I.  DESIGN  SPECIFICATIONS

     -    Vista.com  Basic  Service as described in EXHIBIT B with the following
          modifications.
     -    Vista.com to provide an XML API to externally create e-generated sites
          based  upon  the  transfer  of  user  data  collected through YP.Net's
          sign-up  process.
     -    Vista.com  will  host the Private Label Sign-Up process with YP .Net's
          unique  branding  requirements.
     -    Vista  .com  will  enable  the  service  for  private  labeling.
                    URL  will  be  private  labeled  as  "SBO.YP.Net".
                    YP.Net  Icon  position  in  Management  Console.
                    YP.Net  specific  tab in the Management Console.with link to
                    YP.Netwebsite
     -    Vista.com  will  provide  a  Partner  Dashboard  for:
                    Reporting
                    Managing

II.  TECHNICAL  SPECIFICATIONS

     -    BASIC  SERVICE:  Vista.com's  Basic  Service  allows for the automatic
          generation  of  industry  specific  e-businesses  for  SBOs. Vista.com
          provides  a  cutting  edge  eBusiness  solution  which  includes  an
          integrated,  comprehensive  and  diverse suite of services designed to
          allow small business owners to create a robust and professional online
          presence,  promote  their business, conduct secure e-commerce, service
          their  customers,  and  measure  the success of their business online.

     -    XML  API:  This  capability  allows  YP.Net  to  send  specific  SBO
          information  to  Vista.com in a format that allows Vista.com to create
          sites  for YP.Net SBOs. There are two types of XML defined for inbound
          and  outbound  traffic:  request XML and response XML. The request XML
          contains  information  such  as  partner  information,  customer
          information,  company name, and desired url for the site. The response
          XML,  sent  in  response to the receipt and processing of request XML,
          contains  status  information  about  the processing of site creation.

     -    PRIVATE  LABEL SIGN-UP: Private label sign-up process includes; custom
          offer  &  pricing  page, online sign-up form, sample sites, and guided
          tour  accessed  through  the  YP.Netwebsite.

     -    PRIVATE  LABEL  SERVICE:  YP.Net  SBOs will feel like they are using a
          service  offering fromYP.Net. The SBO's URL will say SBO is at YP.Net.
          When the customer administers their site, they will seethe YP.Net logo
          prominently  placed at the top of the Management Console and they will
          see  the YP.Net tab in the Management Console offering specific YP.Net
          services  and  information.

     -    PARTNER  DASHBOARD:  This  capability  allows  YP.Net  to  manage  the
          relationship  with  their SBOs. The Partner Dashboard is a key element
          of  the  easy  to use functionality that allows YP.Net to manage these
          relationships  using  the  very  same Vista.com technology that YP.Net
          SBOs  will  be  using. The Partner Dashboard will only be available to
          Partners,  NkeYP.Net  and  their  Tier  2 Associates, and includes the
          ability  to  run  pre-built  reports  for  tracking  the  customer
          relationship.  The  Partner  Dashboard also contains applications that
          allow  YP.Net  to  manage  their  SBO's. All of these capabilities are
          accessible  via  the  YP.Net  Partner  Dashboard.

III.  YP.NET  PRIVATE  LABEL  SERVICE  MOCK-UP


                                       14
<PAGE>

                               [GRAPHIC OMITTED]


II.  BRANDING  GUIDELINES

Every  Management  Console  of the YP.Net Private Label Service will contain the
following  "Fueled by Vista.com' logo orotherVista.com as maybe updated by Vista
from  time  to  time  (the  "Logo"):

                               [GRAPHIC OMITTED]

III.  SCHEDULE

Both  parties  agree to use commercially reasonable efforts to complete the work
specified  byOctober15,  2001


                                       15
<PAGE>
                                    EXHIBIT B

                            Vista.com Basic Services

Vista.com  reserves  the right to change the Vista Basic Service, and/or replace
services  upon  reasonable  notice  to  Customers.  The Vista.com Basic Services
include  the  following:

     -    Web  Site  Creation
               Web  Site  Set-up
               Web  Site  Hosting
     -    Content  Offerings
               Content  Editor
               Images
               Weather
               Maps
               Driving  Directions
               Logo  Creator
               Calculator
     -    Marketing  Services
               Search  Engine  Placement
               Domain  Registration
               Banner  Ad  creation
               Banner  Ad  Exchange
               E-forms
               Message  Templates
               Broadcast  email
     -    Commerce  Services
               Online  Store
               Inventory  Management
               Secure  Shopping  Cart
               Auto  Tax  Calculator
               Auto  Shipping  Calculator
               Order  Processing
               Merchant  Account  Services
               Auctions
     -    Community  Services
               Events  Calendar
               Reservations
               Appointments
               Polls
               Message  Boards
               Chat
     -    Management  Services
               Query  Reporting
               Analysis
               Custom  Reports
               Management  Console
               Notification
     -    Storage
               20MB  of  Disk  Space


                                       16
<PAGE>
                                    EXHIBIT C

                          MEMBERSHIP TERMS OF SERVICE

Welcome  to  www.YP.Net!  YP.Net,  Inc.  ("YP.Net"),  a             Corporation,
                                                       -------------
provides  the  web  site  YP.Net  and  all services offered through the web site
(collectively  the  "Site"),  subject to the following Web Site Access Agreement
("Agreement"). Your access to and use of the Site is governed by this Agreement.
As  used  in this Agreement "YP.Net" "We," "Us," or "Our" refers to YP.Net, Inc.
"You"  or  "Your"  refers  to you, a small business owner subscribing this Site.

                                TABLE OF CONTENTS
    ----------------------------------------------------------------------------
    |  1.   ELECTRONIC  TRANSACTIONS        11.  LINKS                         |
    |                                                                          |
    |  2.   DESCRIPTION  OF  SERVICE        12.  WARRANTIES                    |
    |                                                                          |
    |  3.   LICENSE  TO  USE  THE  SITE     13.  DISCLAIMER  OF  WARRANTIES    |
    |                                                                          |
    |  4.   PROTECT  YOUR  PASSWORD:        14.  LIMITATION  OF  LIABILITY     |
    |  YOU  AUTHORIZE  ALL  USES                                               |
    |  MADE  OF  IT                                                            |
    |                                                                          |
    |  5.   YP.NET'S  PRIVACY  POLICY       15.  THIRD  PARTY  BENEFICIARY     |
    |                                                                          |
    |  6.   CONDUCT  ON  THE  SITE          16.  EXPORT  CONTROLS              |
    |                                                                          |
    |  7.   CONTENT SUBMITTED TO            17.  AMENDING THIS AGREEMENT       |
    |  THE SITE                                                                |
    |                                                                          |
    |  8.   INDEMNITY                       18.  FEES;  PAYMENTS               |
    |                                                                          |
    |  9.   RECORD  RETENTION               19.  GENERAL  INFORMATION:         |
    |                                       WASHINGTON  CHOICE  OF             |
    |                                       LAW,  JURISDICTION  &  VENUE;      |
    |                                       ONE  YEAR  STATUTE  OF             |
    |                                       LIMITATIONS                        |
    |                                                                          |
    | 10   TERMINATION                                                         |
    ----------------------------------------------------------------------------

1.  ELECTRONIC  TRANSACTIONS
    ------------------------
Communications  and  transactions  at  this  Site  are conducted electronically.
YP.Net  may  provide all communications, disclosures, and notices electronically
including,  without  limitation, in text on a web page or via email to any email
address  you may provide. If you do not wish to deal with YP.Net electronically,
please  do  not  use  this  Site.

All  electronic  records  are  deemed sent when properly addressed and when they
enter  an  information  processing system outside the control of the sender. All
electronic  records  are  deemed  received when the record enters an information
processing  system  that the recipient has designated or uses for the purpose of
receiving  electronic  records  of  the  type  sent,  in a form capable of being
retrieved  from  that  system.


                                       17
<PAGE>
2.   DESCRIPTION  OF  SERVICES
     -------------------------

The Site currently permits small business owners to maintain a business presence
on  the  lnternet  via  personalized  web pages. Unless explicitly stated in any
offer  fromYP.Net  to  amend  this  Agreement,  any new features that augment or
enhance  the  current  Site,  including  the  release  of newYP.Net features and
services,  are  subject  to  this  Agreement.

3.   LICENSE  TO  USE  THE  SITE
     ---------------------------

YP.Net  hereby grants you a non-exclusive, non-transferable, personal license to
access  and  use  the Site solely as necessary to create and manage personalized
web  pages  solely  in  connection  with  the  operation  of a licensed business
("Account"), Except for the license in this Section 3, YP.Net retains all right,
title,  and  interest  in  and  to  the  Site. Subject to applicable law, YP.Net
reserves  the  right  to suspend or deny, at its sole discretion, your access to
all or any portion of the Site with or without notice. You may not access or use
the  Site  or  any  portion of the Site if such access would violate any law. We
advise  you  to  retain  a  copy  of  this  Agreement.  Permission to reprint or
electronically  reproduce any content available on the Site, in whole or in part
for  any  purpose  other  than as necessary to create and manage your Account is
expressly prohibited, unless you have obtained prior written consent fromYP.Net.
The Site is protected by copyrights, trademarks, service marks, patents or other
proprietary  rights  and  laws  under  both  United States and foreign laws. All
rights  not  expressly  granted herein are reserved to YP.Net and its licensors.

4.   PROTECTYOURPASSWORD;  YOU  AUTHORIZE  ALL  USES  MADE  OF  IT.
     -------------------------------------------------------------

You are responsible for maintaining the confidentiality of the password that you
choose  to  access and use the Site and your Account. Subject to applicable law,
you  agree  to  be  liable  for all uses of your Account whether or not actually
authorized  by  you,  including  but  not  limited  to  access  to  your Account
information  through  the  "Manage yourSite" feature. This means that you should
not  supply  your  password  to anyone who is not authorized to take actions for
you.

5.   YP.NET  PRIVACY  POLICY
     -----------------------

Our Privacy Policy is a part of this Agreement and its terms are incorporated by
this reference. Please read it now (by clicking on "Privacy Policy"). The policy
explains  how  certain  information  about  you  may  be  used.

6.   CONDUCT  ON  THE  SITE
     ----------------------

You  understand that all information, data, text, files, software, music, sound,
photographs,  graphics,  video,  messages  or other posted or transmitted by you
through your Account and the Site, are your sole responsibility. This means that
you,  and not YP.Net, are entirely responsible for all content that you or users
of  your  web  site upload, post or otherwise transmit via the Site. YP.Net does
not  control  the  content  on  this  Site  and does not guarantee the accuracy,
integrity  or quality of any content. You understand that by using the Site, you
may be exposed to content that is offensive, indecent or objectionable. Further,
you  agree  to  not  use  the  Site  to:

(a)     upload,  post  or  otherwise  transmit  any  content  that  is unlawful,
harmful,  threatening,  abusive,  harassing,  tortuous,  defamatory, slanderous,
vulgar, obscene, libelous, invasive of another's privacy, hateful, embarrassing,
or racially, ethnically or otherwise objectionable to any other person or entity
as  determined  by  YP.Net  in  its  sole  discretion;

(b)     impersonate  any  person  or  entity,  including,  but not limited to, a
YP.Net staff, or falsely state or otherwise misrepresent your affiliation with a
person  or  other  entity;

(c)     forge  headers  or otherwise manipulate identifiers in order to disguise
the  origin of any content transmitted through the Site or develop restricted or
password-only  access pages, or hidden pages or images (those not linked to from
another  accessible  page);


                                       18
<PAGE>
(d)     upload,  post  or  otherwise transmit any content that you do not have a
right  to transmit under any law or under contractual or fiduciary relationships
(such  as  inside information, proprietary and confidential information  learned
or  disclosed  as  part  of  employment  relationships  or  under  nondisclosure
agreements);

(e)     upload,  post  or  otherwise  transmit  any  content  that infringes any
patent,  trademark,  trade  secret,  copyright or other intellectual property or
proprietary  rights  of  any  party  or  the  privacy  or  publicity  rights  of
others;

(f)     upload,  post  or  otherwise  transmit  any  unsolicited or unauthorized
advertising,  promotional  materials,  "Junk  mail,"  "spam,"  "chain  letters,"
"pyramid  schemes,"  or  any  other  form  of  solicitation;

(g)     upload,  post or otherwise transmit any content that contains viruses or
any  other  computer code, files or programs which interrupt, destroy, limit the
functionality  of,  or  cause  damage  to  any  computer software or hardware or
telecommunications  equipment;

(h)  disrupt the normal flow of dialogue, cause a screen to "scroll" faster than
other  users  of  the  Site  are able to type, or otherwise act in a manner that
negatively  affects  other  users'  ability  to  engage  in real time exchanges;

(i)  interfere  with or disrupt the Site or servers or networks connected to the
Site,  or  fail  to  comply  with  any  requirements,  procedures,  policies  or
regulations  of  networks  connected  to  the  Site;

(j)  intentionally  or  unintentionally  violate  any  applicable  local, state,
national or international law, including, but not limited to, regulations having
the  force  of  law;

(k)  "stalk,"  harass,  or  otherwise  harm  another;

(1)  collect  or store personal data in violation of any laws governing privacy;

(m)  promote  or  provide  instructional  information  about illegal activities,
promote  physical harm or injury against any group or individual, or promote any
act  of  cruelty  to  animals;

(n)  use  your Account as storage for remote loading or as a door or signpost to
another  home  page,  whether  inside  or  beyond  the  Site;

(o) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site,
use  of  the  Site,  or  access  to  the  Site.

(p)  engage  in  any  other conduct that inhibits any other person from using or
enjoying  the  Site;

(q)  engage  in  any  other  behavior  on  the  Site,  which  in  YP.Net's  sole
discretion  is  unacceptable.

YP.Net  may  (but  is  not  obligated) to remove your content and terminate your
Account  and  access  to the Site for any reason, with or without notice to you,
including  without  limitation,  your  web page or any listings on your web page
that  do  not  conform  with  the  rules  for  the  Site,

7.  CONTENT  SUBMITTED  TO  THE  SITE
    ---------------------------------

By  submitting  content to the Site for any purpose, including use in connection
with  your  Account,  you  grant  YP.Net  a world-wide, royalty-free, perpetual,
irrevocable,  non-exclusive  license  to  use,  copy,  reproduce, modify, create
derivative  works  from,  adapt, and publish, edit, translate, sell, distribute,
publicly perform and display the content without any limitation and in any media
or  any  form  now  know  or  later  developed  for the purpose of providing you
services  under  this Agreement. You acknowledge that YP.Net does not pre-screen
content,  but  that  YP.Net  and  its designees will have the right (but not the
obligation)  in  their  sole  discretion to refuse or remove any content that is
available  via  the  Site.  You  agree that you must evaluate and bear all risks
associated with, the use of any content, including any reliance on the accuracy,
completeness,  or  usefulness  of  such  content.


                                       19
<PAGE>
8.  INDEMNITY
    ---------

You  agree  to defend, indemnify and hold harmless YP Net, and its subsidiaries,
affiliates,  officers,  directors,  agents,  co-branders  or other partners, and
employees,  harmless  from  any claim or demand, including reasonable attorneys'
fees,  due  to  or  arising  out  of  your content, your use of the Site or your
Account,  your  violation  of  the  this  Agreement or any third party's rights.
YP.Net  reserves the right, at its own expense, to participate in the defense of
any  matter  otherwise  subject  to  indemnification from you, but shall have no
obligation  to  do  so. You shall not settle any such claim or liability without
the  prior  written  consent  of YP.Net if the settlement would affect YP. Net's
ability  to  provide  the  Site.

9.  TERMINATION
    -----------

YP.Net may terminate this Agreement and your access to the Site upon thirty (30)
days  notice with or without cause. YP.Net may terminate this Agreement and your
access  to  the Site immediately if you breach this Agreement. In the event that
YP.Net  terminates  this  Agreement  without  cause  and  you  have  prepaid for
services,  you  may  request  a  refund  of  any  undisputed  prepaid  fees.

10.  LINKS
     -----

We  may  provide, or third parties may provide, links to other Internet sites or
resources.  YP.Net is not responsible for and does not endorse the informational
content  or  any  products or services available through other Internet sites or
resources,  and  does  not  make  any  representations  regarding its content or
accuracy.  We  do  not  control  any  third  party Internet sites and we are not
liable  for  any  technological,  legal, or other consequences that arise out of
your  visit  or transactions there. Your use of third party Internet sites is at
your  own  risk  and  subject to the terms and conditions of use for such sites.
This  means  that we are not your agent and will not be a party to any agreement
that  you  may  enter  at  third  party  Internet  sites.

11.  WARRANTIES
     ----------

You  represent  and  warrant  for  the benefit of YP.Net and YP.Net's licensors,
suppliers, and any third parties mentioned on the Site that: (a) you possess the
legal  right  and  ability  to  enter  into  and  make  the  representations and
warranties  contained  in this Agreement; (b) all information that you submit to
us  is  true  and  accurate;  (c)  you  will  Keep your registration information
current;  (d)  you  will be responsible for all use of your Account even if such
use was conducted without your authority or permission; (e) you will not use the
Site  for  any purpose that Is unlawful or prohibited by this Agreement; and (f)
all  content  submitted  to  the  Site  is  owned by you and YP.Net's use of the
content  does  not infringe or violate the intellectual property or other rights
of  any  third  parties;  and  (g)  you  have  a  valid  business  license.

12.  DISCLAIMER  OF  WARRANTIES
     --------------------------

THIS  SITE  AND ALL INFORMATION ACCESSIBLE ON OR THROUGH IT IS PROVIDED "AS IS,"
"AS  AVAILABLE,"  "WITH  ALL  FAULTS,"  AND WITHOUT WARRANTY OF ANY KIND. YP.Net
GIVES  NO  EXPRESS  WARRANTIES  AND  DISCLAIMS:  (A)  ALL  IMPLIED  WARRANTIES,
INCLUDING.  BUT  NOT  LIMITED  TO,  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR  PURPOSE;  AVAILABILITY  OF  THE SITE; LACK OF VIRUSES, WORMS, TROJAN
HORSES,  OR  OTHER  CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES;
ACCURACY,  COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY
CONTENT  ON  THE SITE; AND (B) ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT
OR  LACK  OF  NEGLIGENCE IN CONNECTION WITH THE SITE OR CONTENT AVAILABLE ON IT.
THE  ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN
CONNECTION  WITH  THE  SITE  AND  CONTENT  AVAILABLE  ON  IT  IS  BORN  BY  YOU.
IN  ADDITION,  YP.Net  DISCLAIMS  ANY  WARRANTIES OF NON-INFRINGEMENT, TITLE, OR
QUIET  ENJOYMENT  IN  CONNECTION  WITH THE SITE AND INFORMATION AVAILABLE ON IT.

13.  LIMITATION  OF  LIABILITY
     -------------------------

IN  NO  EVENT WILL YP.Net BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL,  PUNITIVE,  EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES (INCLUDING, WITHOUT


                                       20
<PAGE>
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA,  PERSONAL INJURY, FAILURE TO MEET ANY DUTY INCLUDING ACTS OF GOOD FAITH OR
OF  REASONABLE  CARE,  LACK  OF NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER
LOSS  WHATSOEVER)  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE THIS SITE
AND  ANY  INFORMATION AVAILABLE ON IT, THE DELAY OR INABILITY TO USE THE SITE OR
ANY  INFORMATION,  EVEN  IN  THE  EVENT  OF= FAULT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OFYP.Net AND EVEN IF
YP  Net  HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THESE LIMITATIONS
AND  EXCLUSIONS  REGARDING  DAMAGES  APPLY  EVEN  IF  ANY  REMEDY  FAILS.

NOTWITHSTANDING  THE  FOREGOING, IN NO EVENT WILLYP.Net BE LIABLE FOR ANY AMOUNT
IN  EXCESS  OF  THE  AMOUNT  PAID  BY  YOU  TO  US  FOR  USE  OF  THE  SITE.

SOME  JURISDICTIONS  DO  NOT  ALLOW  THE  EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION  OR  EXCLUSION  OF  LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
ACCORDINGLY,  SOME  OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY
TO  YOU.

14.  THIRD  PARTY  BENEFICIARY
     -------------------------

Community  IQ,  Inc., d/b/a Vista.com is Washington State corporation located at
11241  Willows  Road, Suite 100 Building C, Redmond WA 98052, which will provide
the  web  site  development  and  maintenance services for YP.Net as anticipated
under  this  Agreement.  You  hereby  agreethatVista.com,  is  a  third  party
beneficiary  to  this  Agreement  and  will  enjoy all the rights and privileges
ofYP.Net  as  set  forth  herein.

15.  EXPORT  CONTROLS
     ----------------

You  agree  to abide by U.S. and other applicable export control laws and not to
transfer,  by  electronic  transmission  or  otherwise,  any content or software
subject  to  restrictions under such laws to a destination prohibited under such
laws, without first obtaining, and then complying with, any requisite government
authorization.  You  further  agree  not  to  upload  to your web site(s) hosted
byYP.Net  any  data  or  software  that cannot be exported without prior written
government  authorization,  including,  but  not  limited  to,  certain types of
encryption  software.

16.  AMENDING  THIS  AGREEMENT
     -------------------------

This  Agreement  constitutes  the  entire agreement between you and YP.Net about
this  Site  and  your  use  of it and it supercedes any prior or contemporaneous
communications  or displays whether electronic, oral, or written between you and
YP.Net  regarding the Site (including, but not limited to, any prior versions of
the  Agreement).  Except  as  described below in Section 17 regarding changes to
fees,  this  Agreement may not be amended except by a specific offer from YP.Net
designated as an offer to amend its terms which is accepted by you in the manner
indicated  in  the  offer,  if  you accept the amended terms, they supercede any
previous  terms  in  the Agreement (or any amended version of the Agreement). If
you do not accept the amended terms, you may terminate the Agreement and request
a  refund  of  any  undisputed  prepaid  fees.

17.  FEES;  PAYMENT
     --------------

Your  use  of the Site and your Account is subject to fees that YP.Net sets from
time  to  time.  Click  here  to  see  the current fee schedule for the services
offered  at  the  Site.  YP.Net reserves the right to change its services or any
fees  charged  for  them upon 30 days' notice. If you do not agree to changes in
fees,  you may terminate your Account. You are responsible to pay YP.Net for ail
fees,  duties,  taxes,  and assessments arising out of your use of this Site and
your  Account. Current applicable charges for the services are due in advance of
each  month  for which the services are provided. If any service, other than the
basic  service  plan,  is  selected  by  you,  payment shall be due in full upon
ordering  the  service.  Only


                                       21
<PAGE>
valid  credit  cards  acceptable  to YP Net may be used for orders placed at the
site,  and  all  refunds  will  be credited to the same card. By submitting your
order for processing, you authorize us to charge your order (including taxes and
any amounts shown to you before submission) to your card. If your card cannot be
verified,  is  invalid,  or  is  not  otherwise  acceptable,  your order will be
suspended  automatically and we will send you an e-mail notice. You must resolve
any  problem within the time stated in the email notification or your order will
be  cancelled  without  further notice. You will also be liable for all attorney
and  collection fees arising from YP.Net's efforts to collect any unpaid balance
of  your  Account(s).

18.  GENERAL  INFORMATION
     --------------------

This  Agreement  does  not  create  any  agency,  employment, partnership, joint
venture,  franchise  or  other  similar  or special relationship between you and
YP.Net.  Neither  party will have the right or authority to assume or create any
obligations  or to make any representations, warranties or commitments on behalf
of the other party or its affiliates, whether express or implied, or to bind the
other  party  or  its  affiliates  in  any  respect  whatsoever.

Your  rights  and  obligations  under this Agreement shall not be transferred or
assigned  directly  or  indirectly  without the prior written consent of YP.Net.

This  Agreement  and  the relationship between you and YP.Net is governed by the
laws  of  the State of Arizona without regard to its conflict of law provisions.
You and YP.Net agree to submit to the personal and exclusive jurisdiction of the
courts  located within the county of Maricopa, Arizona. The failure of YP.Net to
exercise or enforce any right or provision of this Agreement will not constitute
a  waiver  of  such  right  or  provision.

If any provision of this Agreement is found by a court of competent jurisdiction
to  be  unenforceable, then the provision (or portion) will be deemed superseded
by  valid  enforceable  language  that  most  clearly  matches  the  intent  and
allocation  of  risk  in  the  original  provision  (or  portion), and the other
provisions  of  this  Agreement  remain in full force and effect. You agree that
regardless  of  any statute or law to the contrary, any claim or cause of action
arising  out  of  or  related to use of the Site or this Agreement must be filed
within  one  (1)  year  after  such claim or cause of action arose or be forever
barred. The section titles in the Agreement are for convenience only and have no
legal  or  contractual  effect


                                       22
<PAGE>
                                    EXHIBIT D

                                 PRIVACY POLICY

                           YP.NET USER PRIVACY POLICY

This  Privacy  Statement  describes  how  YP.Net,  Inc.  may  collect  and  uses
information  through  www.YP.Net  ("Site").

WHAT  INFORMATION  MIGHT  YP.NET  COLLECT  FROM  USERS  OF  THE  SITE?

YP.Net and YP.Net's service providers might collect information that you provide
that  personally  identifies  you  when  you  use the Site. Such information may
include,  but  is  not  limited to, your name, e-mail alias, user identification
password  and other information which can be connected to you via use of cookies
(described  below)  (collectively  "Personal Information"). Additionally, in the
event  that  you  purchase  products  or services from the Site you will need to
disclose financial information such as a credit card to pay for such products or
services  ("Financial  Information"). YP.Net may collect "Aggregate information"
which  does  not indicate the identity of any particular user, but describes the
habits,  usage  patterns  and/or  demographics  of  users  as  a  group.

WHAT  ARE  COOKIES  AND  HOW  ARE  THEY  USED?

A  cookie  is  a  very  small  text file placed on your hard drive by a computer
server.  It  serves  as  your identification card and is uniquely yours. Cookies
tell  us  that you returned to a specific web page on our Site and help us track
your  preferences  and transactional habits. Cookies recognize your password and
help  us  personalize  your  experience  at  the Site by permitting our computer
server  to  "remember"  who  you  are.

By modifying your browser preferences you may chose to accept all cookies, to be
notified when a cookie is set, or to reject all cookies. If you choose to reject
all  cookies  you  may  be  unable  to  use  those  YP.Net services that require
registration  in  order  to  participate.  Generally,  we  might use cookies to:

(1)  Remind us of who you are. This cookie is set when you register or "Sign In"
and  is  modified  when  you  "Sign  Out"  of  ourYP.Net  services.

(2)  Estimate our audience size. Each browser accessing YP.Net is given a unique
cookie  which  is  then used to determine the extent of repeat usage, usage by a
registered  user  versus  by  an  unregistered  user,  and  to  help  target
advertisements  based  on  user  interests  and  behavior.

(3)  Measure  certain  traffic  patterns, which areas of YP.Net you or your page
visitors have visited, and those visiting patterns in the aggregate. We use this
research  to  understand how our users' habits are similar or different from one
another  so  that we can make each new experience on YP.Net a better one. We may
use  this  information to better personalize the content, banners and promotions
that  you  and  other  users  may  see  on  our  sites.

(4)  YP.Net  might  also  collects IP addresses for system administration and to
report  aggregate  information  to  our  advertisers.

HOW  MIGHT  YP.NET  USE  AND  SHARE  MY  PERSONAL  INFORMATION?

For  Small  Business  Owners.
- -----------------------------

YP.Net  and  YP.Net's  service  providers might use your Personal Information to
operate  the  Site,  provide  you  services,  open  your Account, and enforce or
investigate  your  Membership  Terms of Service and claims regarding it. We also
collect  and  store  Personal  Information  regarding  users  that  access  your
personalized  web  pages  (your  Account).


                                       23
<PAGE>
For  General  Users  Visiting  Small  Business  Owner  Web  Pages.
- -----------------------------------------------------------------

YP.Net  and  YP.Net's  service  providers might use your Personal Information to
operate  the  Site  provide you services, and to enforce or investigate our User
Terms  of  Service  and  claims  regarding  it. Your Personal Information may be
stored  and  it may be shared with the small business owners whose web pages you
visit.  YP.Net does not control the use of your Personal Information made by any
small business owner-so please contact them directly if you have questions about
their  policies  concerning  the  use  of  your  Personal  Information.

PROMOTIONAL  OFFERS  FROM  YP.NET  AND  FROM  THIRD  PARTIES

We  may  send  you  information  from  time  to  time about YP.Net's promotional
offerings and we may share your Personal Information with third parties who wish
to  send  you  promotional  offerings.  Your  consent  to receipt of promotional
offerings  may  be  given  to  us  via  or in response to an email communication
requesting  your consent or otherwise during registration for use of the Site in
the appropriate check boxes (if any) within the Site signifying your consent. To
stop  delivery  of  pro  motional  information from YP.Net please send e-mail to
memberservices@YP.Net.  You  may  also  be  able to stop delivery of promotional
- ---------------------
offerings  from  others  by  contacting  them  directly.

OTHER  SITUATIONS  IN  WHICH  PERSONAL  INFORMATION  MAY  BE  DISCLOSED

We  store and disclose Personal Information as allowed or required by applicable
law or when deemed advisable in YP.Net's discretion. This means that we may make
disclosures  that  are necessary or advisable to conform to legal and regulatory
requirements  or  processes  and  to  protect the rights, safety and property of
YP.Net,  users  of  the  Site  and  the  public.

FINANCIAL  INFORMATION:  Generally,  we  do not share Financial Information with
outside  parties  except to the extent necessary to provide you with any product
or  service  that  you  may  have  purchased.

AGGREGATE  INFORMATION:  YP.Net and YP.Net's service providers reserve the right
to  freely  use and distribute all Aggregate Information collected at this Site.

WHAT  IS  YP.NET'  POLICY  ABOUT  ALLOWING  ME  TO UPDATE OR CORRECT MY PERSONAL
INFORMATION?

You may update or edit your Personal Information at any time, if you are a small
business  owner,  by  accessing  your  Account, or if you are a user of the Site
generally  by  sending  email  to  memberservices@YP.Net.
                                   ---------------------

WHAT  SECURITY  PRECAUTIONS  ARE  IN  PLACE  TO  PROTECT  THE  LOSS,  MISUSE, OR
ALTERATION  OF  MY  INFORMATION?

We  take  reasonable  steps  to  protect Personal Information and use encryption
technology  to  help  ensure security at the Site. However, no data transmission
over  the  Internet or any wireless network can be guaranteed to be 100% secure.
As  a result, while we strive to protect your Personal Information YP.Net cannot
ensure  or  warrant  the  security  of any information communicated to the Site.

QUESTIONS,  COMMENTS,  CONCERNS

If  you  have  any  questions or comments about our use of Personal Information,
please  contact  us  at  memberservices@YP.Net.
                         ---------------------


                                       24
<PAGE>


                                    EXHIBIT E

                                    MARKETING

VISTA.COM  OBLIGATIONS:

1.   Provide  position  statements, marketing data, and branding requirements to
     YP.Net  to  promote  the  Private  Label  Service,

2.   Promote  Private  Label  Service  via:
     2.1. A  mutually  agreed  upon  press  release
     2.2. Additional  marketing  promotions  will be mutually agreed upon by the
          parties
     2.3. Email,  Newsletter










                                       25
<PAGE>


                                    EXHIBIT F
                              MONTHLY SERVICE FEE


             Maximum  Number        Monthly  Per  Site
          -----------------------  ---------------------
          of  Pages  Per  Site            Charge
          -----------------------  ---------------------
                   56                     $6.50










                                       26
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                                                                    Exhibit 31.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


     I, Angelo Tullo, certify that:

     1. I have reviewed this report on Form 10-QSB of YP.Net, Inc.;

     2. Based on my knowledge, this 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 report;

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

     4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-145(e) and 15d-145(e)) for the registrant
and have:

          a)  Designed  such  disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure  that  material  information  relating to the small business issuer,
     including  its  consolidated  subsidiaries,  is  made known to us by others
     within  those entities, particularly during the period in which this report
     is  being  prepared;

          b)  Evaluated  the  effectiveness  of  the  small  business  issuer 's
     disclosure  controls  and  procedures  and  presented  in  this  report our
     conclusions  about  the  effectiveness  of  the  disclosure  controls  and
     procedures,  as  of  the  end of the period covered by this report based on
     such  evaluation;  and

          c)  Disclosed in this report any change in the small business issuer's
     internal  control  ove  financial  reporting that occurred during the small
     business  issuer's most recent fiscal quarter that has materially affected,
     or  reasonably  likely  to  materially  affect, the small business issuer's
     internal  control  over  financial  reporting;  and

     5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control of financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
function):

          a) All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the small business issuer's ability
     to record, process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the small business issuer's
     internal control over financial reporting.


Dated:  August 14, 2003           By:  /s/  ANGELO  TULLO
        ---------------           ----------------------------------------------
                                         Angelo  Tullo
                                         Chairman, President and Chief Executive
                                         Officer


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<FILENAME>doc6.txt
<TEXT>
                                                                    Exhibit 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, David Iannini, certify that:

     1. I have reviewed this report on Form 10-QSB of YP.Net, Inc.;

     2. Based on my knowledge, this 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 report;

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

     4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-145(e) and 15d-145(e) for the registrant
and have:

          a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the small business issuer,
     including its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which this report
     is being prepared;

          b) Evaluated the effectiveness of the small business issuer 's
     disclosure controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls and
     procedures, as of the end of the period covered by this report based on
     such evaluation; and

          c) Disclosed in this report any change in the small business issuer's
     internal control ove financial reporting that occurred during the small
     business issuer's most recent fiscal quarter that has materially affected,
     or reasonably likely to materially affect, the small business issuer's
     internal control over financial reporting; and

     5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control of financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
function):

          a) All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the small business issuer's ability
     to record, process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the small business issuer's
     internal control over financial reporting.


Dated:  August 14, 2003                     By:  /s/  DAVID IANNINI
        ---------------                     -----------------------
                                            David Iannini
                                            Chief Financial Officer


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>doc7.txt
<TEXT>
                                                                      Exhibit 32

                              CERTIFICATION OF THE
           PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     I, Angelo Tullo, the CEO of YP.NET, Inc., certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that the Quarterly Report of YP.NET, Inc. on Form 10-QSB for the third
quarter ended June 30, 2003 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such Quarterly Report on Form 10-Q fairly presents in all material
respects the financial condition and results of operations of YP.NET, Inc.

Dated: August 14, 2003

                                        /s/ Angelo Tullo
                                        -------------------------------
                                        Angelo Tullo
                                        Chief Executive Officer


     I, David J. Iannini, the CFO of YP.NET, Inc., certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that the Quarterly Report of YP.NET, Inc. on Form 10-QSB for the
third quarter ended June 30, 2003 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in such Quarterly Report on Form 10-Q fairly presents in
all material respects the financial condition and results of operations of
YP.NET, Inc.

Dated: August 14, 2003

                                        /s/ David J. Iannini
                                        -------------------------------
                                        David J. Iannini
                                        Chief Financial Officer


<PAGE>

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