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


                        BASIC LISTING RESELLER AGREEMENT

     This BASIC LISTING RESELLER  AGREEMENT (the "Agreement") is effective as of
                                                  ---------
the  1st  day  of September, 2003 (the "Effective Date"), and is entered into by
                                        --------------
and  between  UDS  Directory  Corp.,  d/b/a  go2  Directory  Systems  ("go2"), a
                                                                        ---
California  corporation,  whose  address  is 18400 Von Karman Avenue, Suite 320,
Irvine,  California  92612, and Telco Billing, Inc. a wholly owned subsidiary of
YP.Net, Inc. ("TBI"), both Nevada corporations, whose address is 806 E. Buchanan
               ---
#115-250,  Boulder  City,  NV  89005.  go2  and  TBI  are  referred  to  herein
collectively  as  the  "Parties".

                                    RECITALS

     WHEREAS, go2 provides proprietary and patented information gathering, entry
and  updating  interfaces,  storage,  organization, distribution and publication
services  for the advertisers in go2's mobile and online yellow pages, including
various  basic  and  premium listing products and other information distribution
services  (collectively  referred  to  herein  as the "go2 Directory Services");
                                                       ----------------------

     WHEREAS,  TBI  provides  online  yellow  page directory services accessible
through  the  internet  ("TBI  Service")  and  sells  certain  directory listing
                          ------------
products  and  services  to  its  customers  ("TBI  Customers");
                                               --------------

     WHEREAS,  go2  and  TBI  have  come  together  to  develop  a  beneficial
relationship  through  which  TBI  desires to bundle go2's Basic Listing product
with  TBI's  other listing products so that TBI customers will have the benefits
of  go2's  Basic  Listing  product.

     NOW,  THEREFORE,  and  in  consideration  of  the  mutual  promises,
representations and warranties contained in this Agreement, the parties agree as
follows:

1.   DEFINITIONS

     The  following  definitions  apply throughout this Agreement, including any
Exhibits:

     1.1     "BASIC  LISTINGS"  means  the  basic  listings  and  fields  of
information  provided  and  delivered  by  go2  to go2 users in go2's online and
mobile  yellow  page  directory  as  indicated  in  Exhibit "A" attached hereto;
                                                    ----------
provided,  however,  that  such information may be expanded from time to time by
go2  at  its  sole  discretion.

     1.2     "BASIC  LISTING PROMINENCE" means the placement, size, color and/or
design  for  Basic  Listings in go2's online and mobile yellow page directory as
determined  by  go2  from  time  to  time  in its discretion.  The current Basic
Listing  Prominence  is  indicated  in  Exhibit"A"  attached  hereto,  but  such
                                        ----------
prominence  may  be modified from time to time as go2 modifies the look and feel
of  its  online  or  wireless  website  as  long  as  such  prominence  clearly,
conspicuously  and prominently distinguishes the Basic Listings from the free or
Standard  Listings  included  in  go2's online and mobile yellow page directory.
Upon  each such modification that adds additional categories of premium listings
that  are  placed  in  sections  above  the  Standard  and


                                        1
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CONFIDENTIAL


Basic  Listings  section,  TBI shall have the option to cancel this Agreement by
providing  written  notice to go2 within twenty (20) days of the notification of
such change or planned change. There shall be no page break(s) between sections.

     1.3     "GO2 BRAND MARKS" means the trademarks, service marks, domain
names, logos and other distinctive brand marks of the go2 brand that are used in
or relate to the go2 Directory Services.

     1.4     "GO2 DIRECTORY SERVICES" is defined in the Recitals of this
Agreement.

     1.5     "LOCATION INFORMATION" means the basic location information
provided by TBI to go2 to be included in the Basic Listings, provided such
information falls within the fields of information set forth in Exhibit"B" and
                                                                ----------
also complies with the technical parameters provided by go2 from time to time.

     1.6     "TBI CUSTOMER" is defined in the Recitals of this Agreement.

     1.7     "TBI BRAND MARKS" means the trademarks, service marks, logos and
other distinctive brand marks of TBI or its Affiliates that are used in or
relate to TBI's business.

     1.8     "TBI SERVICES" is defined in the Recitals of this Agreement.

     1.9      "LAUNCH DATE" means the date that go2 commences the display of
the Basic Listings of TBI customers in go2's online and mobile yellow pages.

     1.10     "USER" means any individual who uses the go2 Directory
Services.

2.   SALE  OF  BASIC  LISTINGS

     2.1     SALE  OF  BASIC LISTINGS.  go2 agrees to sell the Basic Listings to
TBI,  and  TBI  agrees to purchase the Basic Listings for bundling and resale to
all  of TBI Customers  Such Basic Listings shall be included in go2's mobile and
online yellow page directory and other go2 Directory Services, and go2 agrees to
include  and  display  such  Basic  Listings  pursuant to the terms hereof.  go2
agrees  to  receive  and  update,  and  TBI agrees to send and update, the Basic
Listings  on  a  monthly  basis  in accordance with a batch feed process that is
mutually  agreeable  to  the  Parties.   go2  will  include  all of the Location
Information  in  go2's  database  which  is made available through go2's APIs to
various  other  directory  and similar applications and distribution partners of
go2,  including  wireless  carriers,  voice  applications,  online  directories,
navigation  information  providers,  411  directories,  etc.

     2.2     IMPLEMENTATION  FEES.  TBI  agrees to pay go2 an implementation fee
of Twenty Thousand Dollars ($20,000) (the "Implementation Fee") upon the signing
                                           ------------------
of  this  Agreement.  For  this  fee, go2 shall create and maintain a conversion
table  which  shall  be used to convert all of TBI's Customer data into a format
compatible with the go2 system and matching category headings. Go2 shall provide
TBI  with  the  category  mappings  for  these  conversions.

     2.3     BASIC  LISTING  FEES.  TBI  agrees to pay go2 the basic listing fee
(the  "Basic  Listing  Fee")  set forth on Exhibit"C" attached hereto for all of
       -------------------                 ----------
TBI's  paid  listings  for  Basic


                                        2
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CONFIDENTIAL


Listing placement.  The Basic Listing Fee shall be incurred monthly based on the
highest  number  of  Basic  Listings provided by go2 to TBI during each calendar
month.  Such  fees  shall be payable in advance for a period of three (3) months
(the "Estimated Payment Period") based on an estimate of the total Basic Listing
      ------------------------
Fees  payable  for  the  Estimated Payment Period.  go2 shall provide TBI with a
monthly  statement  of the Basic Listing Fees payable for the month, which shall
coincide  with  the number of Basic Listings provided by go2 for TBI's listings,
and  TBI  shall  pay  any  Basic  Listing Fees in excess of the unearned advance
payment  within  15  days  of  the  end  of the month in which such excess Basic
Listing  Fees  are  incurred.  In  the event that the Basic Listing Fees for the
Estimated  Payment Period are less than the advance payment, the excess shall be
applied  to  reduce  the  advance payment for the next three (3) month Estimated
Payment  Period.

     2.4.    INITIAL  ADVANCE  PAYMENT.  Upon  signing  of  this  Agreement, TBI
agrees  to pay go2 the advance for the initial Estimated Payment Period equal to
Forty  Five  Thousand  Dollars  ($45,000)  (the  "Advance  Payment").
                                                  ----------------

     2.5     GO2'S  DIRECTORY  SERVICE  METRICS.  On a quarterly basis, go2 will
provide TBI with designated general metrics of go2 Directory Services, including
number  of  total page views, unique users, top category searches and such other
metrics that go2 may determine to measure, track and disclose. TBI and go2 shall
agree  upon  the nature of the disclosures of this information to TBI Customers.

     2.6     CUSTOMER  SERVICE.  All  standard  customer  relationship  and
interaction  services  for  Basic  Listings  will  be provided by TBI.  Updates,
additions  and other modifications of the Location Information shall be provided
by  TBI  to  go2  in  accordance with the batch feed process on a monthly basis.

     2.7     COLLATERAL MATERIALS.  Both  parties shall have the right to review
and  approve  any  marketing  materials,  press  releases,  emails,  and  other
communications  and  advertising  that  refer  to  the  other  party's Directory
Services,  distributors  or distribution, wireless carrier or other partners, or
the Basic or other Listings on Directory Services at any time. Upon request, the
other  party  shall provide copies of any collateral materials that refer to the
requesting  party's  or their parent's, Directory Services or the Basic or other
Listings  in  advance  of  printing  and  circulation of such materials, and the
requesting  party  agrees  to  promptly  review  and  comment  on  the  proposed
collateral  materials.  Notwithstanding  the foregoing, the parties may agree in
writing  to  certain  guidelines  for  the  inclusion  of  such information, and
marketing  materials,  press releases, emails and other communications that meet
such guidelines do not need to be approved in advance, provided, however, either
party  may  revoke  their  approval  of  such  guidelines  at  any  time.

     2.8     MARKETING  STATEMENTS.  Neither  party  shall  make  any  false  or
misleading  representations  concerning  the  other or their Directory Services,
distributors  or  distribution, wireless carrier or other partners, or the Basic
or  other Listings, or make any representations concerning the other's Directory
Services'  specifications,  features,  carriers  and  distribution  partners,
capabilities  and  applicable  warranties  which  are  not consistent with those
statements  approved  by or delivered by such party to the other hereunder or in
other  published information, or undertake any acts injurious to the business or
goodwill  of  the  other  party.


                                        3
<PAGE>
CONFIDENTIAL


     2.9       PRESS  RELEASE.  The  Parties  agree  to  each  issue  a mutually
               agreeable  press  release  within fifteen (15) days of the Launch
               Date  or  as  otherwise  mutually  agreed.
     2.10      LAUNCH  DATE.  The  Launch  Date  shall  be  at  a  date mutually
               determined  by  both  parties  to  coordinate  with  their public
               relations  efforts  and  IT  Department work load, but in no case
               more  than  120  days  after  the  signing  of  this  agreement.


3.   GO2  PREMIUM  LISTINGS

     The  Parties  agree  to  enter into good faith discussions and negotiations
regarding  the  resale  of  go2  Premium  Listings  by  TBI  as an upsell to TBI
Customers.  Such  go2  Premium  Listings  will  provide  TBI  customers with the
ability  to  include  much  more  detailed information regarding their locations
(including  pictures  and  graphics)  as  go2 determines and offers from time to
time.  The current data fields supported by go2's Premium Listings are set forth
in  Exhibit"D"  hereof,  which  may  be  modified  from time to time by go2.  In
    ----------
addition,  TBI  customers who purchase go2 Premium Listings shall have access to
go2's  online  tools  and  systems  for such customers to add, delete, or modify
information  included  in  the  go2  Premium  Listing.  The  terms  and specific
requirements  regarding  reselling  activities  and order processing will be set
forth  in a different definitive agreement or an acceptable written amendment to
this  Agreement.

4.   TERM

     4.1     TERM.  The  term  of this Agreement shall commence on the Effective
Date  and shall continue for three (3) years following the Launch Date ("Initial
                                                                         -------
Term");   At  the  end  of  the  Initial  Term,  this  agreement shall renew for
----
successive  one  year  terms  unless  otherwise  terminated  by  either party by
providing  written  notice  to the other party at least sixty (60) days prior to
then end of such term.    Collectively, the Initial Term and any Renewal Term is
referred  to  herein  as  the  "Term".
                                ----

     4.2     TERMINATION.

     4.2.1   Notwithstanding the foregoing, if either party breaches or defaults
on  any of the provisions of this Agreement, and such breach is not cured within
thirty  (30)  days  after  the  breaching party receives written notice, then in
addition  to  all  other  rights and remedies of law or equity or otherwise, the
injured  party  shall  have  the  right  to terminate this Agreement without any
obligation  or  liability,  at  any  time  thereafter. Failure to terminate this
Agreement  following  a  breach which continues longer than such thirty (30) day
period  shall  not  constitute  a  waiver,  at  any  time  thereafter,  of  the
non-breaching  party's  rights  under  this section provided such breach has not
been  cured.  Except  as  explicitly  set forth elsewhere in this Agreement, the
foregoing  rights  in this Sections 4.2.1 will be in addition to any other legal
or  equitable  remedies  that  the  terminating  Party  may  have.

     4.2.2   EFFECT  OF  TERMINATION.  Upon  expiration  or  termination of this
Agreement, (i) TBI shall cease all marketing and promoting of the Basic Listings
and  discontinue  all  use,


                                        4
<PAGE>
CONFIDENTIAL


directly  or indirectly, of the go2 Brand Marks, references to any go2 Directory
Services,  go2's  distribution, wireless carrier or other partners, or go2 Basic
Listings,  or of any word, title expression, trademark, design, or marking that,
in  the  opinion of go2, is confusingly similar to the go2 Brand Marks, (ii) TBI
will immediately return to go2 all copies of the Confidential Information of go2
in  the custody of TBI, and any go2 data, equipment, materials or other property
that  TBI  has  been  provided during the term of this Agreement, (iii) go2 will
immediately  return  to TBI all copies of the Confidential Information of TBI in
the  custody  of  go2,  and any TBI data, equipment, materials or other property
that  go2  has  been  provided  during  the term of this Agreement, and (iv) all
licenses  from  one  party  to  the  other  party  will  immediately  terminate.
Notwithstanding  anything  in this Agreement to the contrary, the termination or
expiration  of  this Agreement shall not relieve either Party of its obligations
to  the  other  incurred before the effective date of termination or expiration.
Any  payments  that  may  have  been paid in advanced and remain unused shall be
returned  to  TBI  in  full including on a prorated basis for any partially used
month.

5    INDEPENDENT  CONTRACTORS  /  PERSONNEL

     5.1     COMPLIANCE WITH LAWS. Both parties shall comply with all applicable
federal,  state,  county and local laws, orders, rules, ordinances, regulations,
and codes including, but not limited to, each party's obligations as an employer
regarding  the  health,  safety  and  payment  of  its employees.  Both parties'
compliance  shall  also  include identifying and procuring the required permits,
certificates,  approvals,  and  inspections  required for performance under this
Agreement.

     5.2     INDEPENDENT  CONTRACTORS.  Each  party,  its  subcontractors,
employees, agents or other parties utilized by the party to perform the Services
set  forth in this Agreement are independent contractors for all purposes and at
all  times.  Each  party has the responsibility for, and control over, the means
and  details  of  performing  its  portion  of  the  Services.

     5.3     PERSONNEL.  Neither  party  will  incur  any  responsibility  or
obligation  to  the other party's personnel. Each party's personnel will, at all
times,  remain  employees, agents or subcontractors (whichever is applicable) of
its  respective  employer.

     5.4     REPRESENTATIVES.  Each party will designate a representative(s) who
shall  serve  as that party's point of contact with the other party for purposes
of  supervising  and managing performance of the respective parties' obligations
under  this  Agreement.

     5.5     NOTICE  OF  MAJOR  TRANSACTION.  During the term of this agreement,
TBI  shall  be  notified  if go2 is seeking any agreement for the acquisition or
sale  of their assets, technologies or capital stock of go2.  For a period of at
least  ten  (10)  days, go2 shall negotiate in good faith with TBI regarding any
such  transaction,  and  TBI  shall  have  an  opportunity to participate in any
bidding  or sale process with any other potential buyer; provided, however, that
after  such  period  go2  and its shareholders shall not otherwise be limited in
their  ability  to  sell  the  assets,  technologies  or  stock  of  go2.

6.   PROPRIETARY  INFORMATION  -  GENERAL


                                        5
<PAGE>
CONFIDENTIAL


     6.1     PROPRIETARY  AND  CONFIDENTIAL  INFORMATION:  DEFINED.  It  may  be
necessary  for  the  parties,  each  as the "Discloser," to provide to the other
                                             ---------
party,  as  "Recipient,"  certain  proprietary  and  confidential  information
             ---------
(including  trade  secret information), including but not limited to information
relating  to  the  terms  of  this  Agreement,  reports  under  this  Agreement,
technical,  financial,  marketing,  marketing  pieces  and methods, staffing and
business plans and information, strategic information, and any other information
of  a secret, confidential, or proprietary nature relating to a Party's business
including  but  not limited to any such information generated in the performance
of  work  under  this  Agreement  (collectively  the  Discloser's  "Confidential
                                                                    ------------
Information").
-----------

     6.2     USE  &  PROTECTION  OF  INFORMATION.  Recipient  shall  use  the
Confidential  Information solely for the purpose(s) of performing this Agreement
and  not  for  their  own  or  other's  benefit,  and  Recipient  shall  protect
Information  from  any  use,  distribution  or  disclosure  except  as permitted
hereunder.  Recipient will use the same standard of care to protect Confidential
Information  as  Recipient  uses  to  protect  its  own similar confidential and
proprietary information, but not less than a reasonable standard of care.  TBI's
(or  its parent's) Service, Customers, marketing methods, results etc. shall not
be  disclosed to or used for the benefit of any other entity than TBI, and shall
remain  the  exclusive  property  of  TBI

     6.3     OWNERSHIP,  COPYING  &  RETURN  OF  INFORMATION.  Confidential
Information  remains  at  all  times the property of Discloser and no license or
other  rights  in  the  Confidential  Information  is  granted hereby, except as
provided  for  in  this  Agreement.  Recipient  may  make tangible or electronic
copies,  notes,  summaries  or  extracts  of  Confidential  Information  only as
necessary for use as authorized herein.  All such tangible or electronic copies,
notes,  summaries  or  extracts  must  be  marked with the same confidential and
proprietary notice as appears on the original.  Upon Discloser's request, all or
any  requested  portion  of  the  Confidential  Information  (including, but not
limited  to, tangible and electronic copies, notes, summaries or extracts of any
Confidential  Information)  will be promptly returned to Discloser or destroyed,
and  Recipient  will  provide  Discloser with written certification stating that
such  Confidential  Information  has  been  returned  or  destroyed.

     6.4     EXCEPTIONS.   The  restrictions  in  Section 6.2 shall not apply to
any Confidential Information that the Recipient can prove: (i) was in the public
domain  at the time it was disclosed or has entered the public domain through no
fault of the Recipient; (ii) was known to the Recipient, without restriction, at
the  time  of  disclosure; (iii) is disclosed with the prior written approval of
the Discloser; (iv) is entirely independently developed by the Recipient without
any  use  of  the  Confidential Information; or (v) is disclosed pursuant to the
order  or  requirement  of a court, administrative agency, or other governmental
body;  except  marketing  methods;  provided,  however, that the Recipient shall
provide prompt notice thereof to the Discloser to enable the Discloser to seek a
protective  order  or  otherwise  prevent  or  restrict  such  disclosure.

     6.5     EQUITABLE  RELIEF.  Recipient  acknowledges  and  agrees  that  any
breach  or  threatened  breach  of  this  Agreement is likely to cause Discloser
irreparable harm for which money damages may not be an appropriate or sufficient
remedy.  Recipient  therefore  agrees  that  Discloser or its Affiliates, as the
case  may be, are entitled to seek, wherever it deems appropriate, injunctive or
other  equitable  relief to remedy or prevent any breach or threatened breach of
this


                                        6
<PAGE>
CONFIDENTIAL


Agreement.  Such remedy is not the exclusive remedy for any breach or threatened
breach  of  this  Agreement, but is in addition to all other rights and remedies
available  at  law  or  in  equity.

     6.6     SURVIVAL  OF  CONFIDENTIALITY OBLIGATIONS.  The parties' rights and
obligations  under  this  Section  6  shall survive and continue in effect until
three  (3) years after the expiration or termination date of this Agreement with
regard  to  all  Information  exchanged  during  the  term  of  this  Agreement.
Thereafter,  the  parties' rights and obligations hereunder survive and continue
in  effect  with  respect to any Confidential Information that is a trade secret
under  applicable  law.

7.   GRANT  OF  LICENSES

     7.1     GO2  BRAND  MARKS.  go2  grants  TBI  a  limited,  non-exclusive,
non-transferable  (except in accordance with an assignment of TBI's rights under
this Agreement pursuant to Section 12.1), (with no right to sub-license) license
to  use,  reproduce,  display, and transmit go2 Brand Marks solely in connection
with  the  marketing  and  promotion  of  the  Basic  Listings  on go2 Directory
Services.  TBI  shall  comply  with  any reasonable usage guidelines that may be
provided  by  go2  from  time  to  time.

     7.2     TBI  BRAND  MARKS.  TBI  grants  go2  a  limited,  non-exclusive,
non-transferable  (except in accordance with an assignment of go2's rights under
this  Agreement  pursuant  to  Section  12.1),  (with  no right to sub-license),
license  to  use,  reproduce,  display,  and  transmit TBI Brand Marks solely in
connection with the marketing, promotion and display of the Basic Listings.  go2
shall  comply  with  any reasonable usage guidelines that may be provided by TBI
from  time  to  time.

8.   REPRESENTATIONS  AND  WARRANTIES

Each party makes the following representations and warranties:

     8.1     DUE  INCORPORATION  OR FORMATION; AUTHORIZATION OF AGREEMENTS.  The
party  is  a  corporation  duly organized, validly existing and in good standing
under  the  laws of the jurisdiction of its organization. The party has the full
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations under this Agreement.  The performance provided under this Agreement
by the Parties, their respective officers, directors, licensees, subcontractors,
employees,  and  agents  under  this Agreement, including but not limited use of
fax, telephone or email are in compliance with applicable state and federal law.

     8.2     NO  CONFLICT;  NO  DEFAULT.  Neither  the  execution,  delivery and
performance  of  this  Agreement  nor  the  consummation  by  the  party  of the
transactions  contemplated  in  this  Agreement  will  conflict with, violate or
result  in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination  or  award  of  any  governmental  authority  or  any  arbitrator
applicable  to  such party, and, if applicable, (b) any of the terms, conditions
or  provisions  of  the  certificate  of  limited  partnership  or  articles  of
incorporation or bylaws (or other governing documents) of such party, or (c) any
material  agreement,  including,  without  limitation,  distribution,  agency,
marketing,  referral  or  other  types  of  agreements  with  other  wireless
telecommunication  service  or product providers, or (d) any instrument to which
such  party  is  or  may  be bound or to which any of its material properties or
assets  are  subject.


                                        7
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CONFIDENTIAL


     8.3     AGENCY.  TBI represents that it has full authority to offer the go2
Basic  Listings  and  to  provide  go2  with  the  Location Information from TBI
customers  which  will  be  provided  with  the go2 Basic Listing with other TBI
products.

9.   DISCLAIMERS

     EXCEPT  AS  EXPRESSLY  WARRANTED  IN  THIS  AGREEMENT, EACH PARTY EXPRESSLY
DISCLAIMS  ANY  WARRANTIES  (EXPRESS,  IMPLIED,  OR STATUTORY, INCLUDING BUT NOT
LIMITED  TO  THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE,  NON-INFRINGEMENT  AND  COURSE  OF  DEALING OR COURSE OF PERFORMANCE) ,
GUARANTIES,  REPRESENTATIONS,  PROMISES,  STATEMENTS,  ESTIMATES,  CONDITIONS OR
OTHER  INDUCEMENTS,  ORAL,  WRITTEN  OR  OTHERWISE.

10.  LIMITATION  OF  LIABILITY

     NEITHER  PARTY  SHALL  BE  LIABLE  TO THE OTHER FOR ANY USE OF THE LOCATION
INFORMATION  IN  THE  GO2  DIRECTORY  SERVICES,  FOR ANY INTERRUPTION OF ANY GO2
DIRECTORY  SERVICES,  LOSS  OF  BUSINESS,  REVENUE,  PROFITS,  LOSS  OF  DATA,
INTERRUPTION  OF  BUSINESS,  OR  FOR  INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL  DAMAGES  OF ANY KIND, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, FOR CLAIMS UNDER THIS AGREEMENT, ARISING OUT OF
THE  TERMS  AND  CONDITIONS OF SALE AND/OR SALE OR USE OF THE SERVICES, BASED IN
CONTRACT,  TORT,  STRICT  LIABILITY  OR OTHERWISE, IRRESPECTIVE OF THE NUMBER OR
NATURE  OF  CLAIMS.

11.  NOTICE

     Communications relating to this Agreement must be communicated by certified
mail,  return  receipt  requested,  telex,  facsimile  or  overnight mail to the
following addresses or as may be later designated by written notice of the other
party:

     TBI, INC:
     4840 E. Jasmine St., Suite 105
     Mesa, Arizona  85205
     Attn: President

     With a copy to:
     Law Offices of Lewis & Rocca, LLP
     ---------------------------------
     40 N. Central Ave.
     ------------------
     Phoenix, AZ, 85004
     Attn: Randy Papetti


     GO2:


                                        8
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CONFIDENTIAL


     go2 Directory Systems
     18400 Von Karman Avenue, Suite 320
     Irvine, California  92612
     Attn: General Counsel

12.  GENERAL

     12.1     ASSIGNMENT.  Neither  Party  may assign this Agreement without the
prior  written  consent  of  the  other  Party,  which shall not be unreasonably
withheld  or  delayed.  Notwithstanding,  either  Party  may  assign this entire
Agreement  without  the  other  Party's  consent  to  a successor entity if such
successor  receives  substantially  all  of  assignor's  assets  by  merger,
consolidation,  or purchase.  This Agreement shall bind and inure to the benefit
of  the  Parties  hereto  and their respective permitted successors and assigns.
Nothing  contained in this Agreement, including without limitation any covenants
or  agreements,  is intended to confer on any third person any benefits, rights,
or  remedies.

     12.2     GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
interpreted  under the laws of the State of California, without giving effect to
any  choice of law or conflict of law provision or rule (whether of the State of
California  or  any  other jurisdiction) that would cause the application of the
laws  of  any  jurisdiction  other  than  the  State  of  California.

     12.3     LAWS  AND  REGULATIONS.  Each  party  will  comply with all local,
municipal,  state,  federal and governmental laws, orders, codes and regulations
in  the  performance  of  this  Agreement.

     12.4     PERMITS  AND LICENSES.  Each party will obtain and keep current at
its  expense  all  governmental  permits,  certificates  and licenses (including
professional  licenses,  if  applicable)  necessary  for  its performance of the
Services.

     12.5     WAIVER.  The  failure  of either Party to enforce any provision of
this  Agreement shall not be construed to be a waiver of such a provision or the
right  of such Party thereafter to enforce such provision or any other provision
of  this  Agreement.  The  waiver  of  a breach of any term or condition of this
Agreement  will not constitute the waiver of any other breach of the same or any
other  term.

     12.6     SEVERABILITY.  The  illegality, invalidity, or unenforceability of
any  part  of  this  Agreement  shall  not  affect  the  legality,  validity, or
enforceability  of  the  remainder of it.  If any part of the Agreement shall be
found  to  be  illegal, invalid, or unenforceable, this Agreement shall be given
such meaning as would make this Agreement legal, valid, and enforceable in order
to  give  effect  to  the  intent  of  the  parties.

     12.7     SURVIVAL.  Numbered  provisions,  4, 5, 6, 8, 9, 10, 11, 12 and 13
will survive the expiration or termination of this Agreement, in addition to any
other  provisions that by their content are intended to survive the performance,
termination  or  cancellation  of  this  Agreement.

     12.8     PUBLICITY.  Neither  of  the  parties hereto shall make any public
announcement or disclosure respecting the transaction without the consent of the
other  party  except  such


                                        9
<PAGE>
CONFIDENTIAL


disclosure  or  announcement  as  may be required by applicable state or federal
laws,  rules  or  regulations,  in  which  case the party so required to make an
announcement  or  disclosure  shall  promptly notify the other party and discuss
with  the  other party in good faith the precise wording of such announcement or
disclosure.  Both  parties  agree  to  use  their best efforts to confidentially
treat  any document filed with any governmental agency, including the Securities
and  Exchange  Commission,  and/or  to  keep  confidential  the price, terms and
conditions  of  the  terms  hereof  to  the  fullest  extent  possible.

     12.9     HEADINGS; CONSTRUCTION.   The headings of the various articles and
sections  in  this Agreement are for convenience and reference only, and are not
intended  to  be  a part of, or to affect the meaning or interpretation of, this
Agreement.  Whenever  the  context  requires,  the  words  denoting the singular
number  may  include  the  plural  number,  words denoting the plural number may
include  the  singular  number,  and  words denoting one gender will include any
other  gender.

     12.10     FORCE  MAJEURE.  If either Party is prevented from performing, or
is  unable  to  perform,  any of its obligations under this Agreement due to any
cause  beyond  the  reasonable control of the Party invoking this provision, the
affected  Party's  performance will be excused and the time for performance will
be  extended  for  the  period  of  delay  or  inability  to perform due to such
occurrence.

     12.11     COUNTERPARTS/FACSIMILE.  The  Parties  agree  that this Agreement
may  be  executed in counterparts and that a Party's facsimile signature will be
deemed  binding  acceptance  of  this  Agreement,  and  any  subsequent  written
documents,  by  such  party.

13.  ENTIRE  AGREEMENT

     This  Agreement,  together  with the exhibits hereto, sets forth the entire
and  final  understanding  of  the  parties  as to the subject matter hereof and
supersedes  all  prior  or  contemporaneous  Agreements,  discussions,  and
correspondence  pertaining  to  the subject matter hereof.  Any preprinted terms
and  conditions on any order, invoice, statement, etc. Issued in connection with
any  schedule(s) hereunder by either party will be of no force and effect.  This
Agreement  may  not  be amended or modified except by written document signed by
duly  authorized  representatives  of  both  parties.  In  the  event  of  an
inconsistency between the terms of this Agreement and those of any other oral or
written  Agreement  between  the parties, the provisions of this Agreement shall
control.


                                       10
<PAGE>
CONFIDENTIAL


     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
and  do  each hereby warrant and represent that their respective signatory whose
signature appears below has been and is on the Effective Date duly authorized by
all  necessary  and  appropriate  corporate  action  to  execute this Agreement.

UDS DIRECTORY CORP., D/B/A               TELCO BILLING, INC.
GO2 DIRECTORY SYSTEMS

   /s/ Lee Hancock                                /s/ Angelo Tullo
--------------------------------              --------------------------------
By: Lee Hancock, CEO                          By: Angelo Tullo, President

Date: 8/26/03                            Date: 8/25/03
      -------------                            -------------


                                       11
<PAGE>
CONFIDENTIAL


                                    EXHIBIT A
                                    ---------

                         PROMINENCE OF BASIC LISTINGS IN
                         -------------------------------
                    GO2'S ONLINE AND MOBILE DIRECTORY SERVICE
                    -----------------------------------------

                         [SEE BOXES HIGHLIGHTED IN RED]
                         ------------------------------



                               [GRAPHIC OMITED]



                               [GRAPHIC OMITED]




Listing will include a link to a website address via a "Web Link" Icon or linked
text such as the listed company's name.


                                       12
<PAGE>


                                                [GRAPHIC OMITED]



                                                [GRAPHIC OMITED]


                                       13
<PAGE>
CONFIDENTIAL


                                    EXHIBIT B
                                    ---------

                         FIELDS OF LOCATION INFORMATION
                         ------------------------------


Business Name
Street Address
City, State, Zip Code
Phone Number
Web Site Address
Email Address
One Business Category


                                       14
<PAGE>
CONFIDENTIAL


                                    EXHIBIT C
                                    ---------

                              BASIC LISTING PRICING
                              ---------------------

First Year:

No. of  Locations:

Less than 100,000                                $.30 per month per listing
More than 100,000 but less than 200,000          $.175 per month per listing
More than 200,000 but less than 300,000          $.07 per month per listing
300,000 or more                                  $.05 per month per listing

Example: The total fee for 301,000 listings would be $15,050.00 per month.

Subsequent Years:

     The Basic Listing Prices for any years after the initial year shall be
subject to a percentage increase over the prior years' Basic Listing Prices
determined as follows:

     %  increase  =  (total  page views in June, July, August of current year) /
(total  page  views  in  June,  July,  August  of  the  prior  year)

     For  example,  if the total go2 page views for June, July and August, 2004,
are  36,000,000,  and the total go2 page views for June, July and August of 2003
are 30,000,000, then the percentage increase would be 20%, and the Basic Listing
Price  for  more than 300,000 listings increase to $.066 at the beginning of the
next  annual  term.

     Notwithstanding  the  forgoing,  in  the  second year of this Agreement the
Basic  Listing  Prices shall not be greater 150% of the First Year Basic Listing
Prices  and  in  the third year of this Agreement the Basic Listing Prices shall
not  be  greater  than  100%  of  the  First  Year  Basic  Listing  Prices.


                                       15
<PAGE>
CONFIDENTIAL


                                    EXHIBIT D
                                    ---------
<TABLE>
<CAPTION>
                             PREMIUM LISTING FIELDS
                            ------------------------



DIRECTORY FIELDS:                                               EXAMPLES
---------------------------------------------  ------------------------------------------
<S>                                            <C>

BASIC REGISTRATION INFORMATION:
-------------------------------
Business Name                                  Joe's Pizza
Street Address                                 12453 Marigold Lane, No. 418
City, State, Zip                               Albuquerque, New Mexico  73455
Country (USA only)                             USA
Main Telephone Number                          508.434.9949
Business Category 1                            Restaurant

ENHANCED REGISTRATION INFORMATION:
----------------------------------
Display Telephone Number                       800-JOPIZZA
Email Address                                  jpi@hotmail.com
WebSite URL                                    www.joespizza.com
Fax Number                                     508.434.9972
Normal Hours of Operation                      Monday      CLOSED
                                               Tuesday     11:00am to 10:00pm
                                               Wednesday   11:00am to 10:00pm
                                               Thursday    11:00am to 10:00pm
                                               Friday      11:00am to 12:00am
                                               Saturday    OPEN 24 HOURS
                                               Sunday      12:01am to 9:00pm
Special/Holiday Hours                          Closing at Noon on Christmas Eve.; Closed
                                               on  Christmas Day

Payment Options                                Choose From Following (all that apply)
                                               Company Checks
                                               Personal Checks
                                               Cash
                                               Diners Club
                                               Money Orders
                                               Debit Card
                                               ATM
                                               Foodstamps
                                               American Express
                                               Mastercard
                                               Discover
                                               Visa
                                               Cashiers Checks


                                       16
<PAGE>
                                               Government Issued Card
                                               Cash Not Accepted

Business Tagline/Slogan                        Joes Knows Pizza

Up to Two Additional Business Categories
Business Category 2                            Pizza
Business Category 3                            Italian Food

Keywords (pipe delimited list)                 Restaurants|Fast Food|Breakfast|Lunch

Brands (pipe delimited list)                   Gray Poupon|Heinz|Coke

Up to Two Additional Phone Numbers and Types
Additional Phone Number Description 1          After Hours Emergency
Additional Phone Number 1                      508.233.4483
Additional Phone Number Description 2          For Customer Complaints
Additional Phone Number 2                      508.233.4484

Establishment Date:                            03/06/2002

Promotional Message                            Sunday Nights:  Free Breadsticks with
                                               Every Pizza



DIRECTORY FIELDS:                                               EXAMPLES
---------------------------------------------  ------------------------------------------


IMAGES AND GRAPHICS:
--------------------
Logo
JPG, GIF (15k max size; 100 X 75 Pixels)      Business Logo

Up to 3 Image Files
JPG, GIF (25k max size; 200 X 200 Pixels)
Can Include Animated GIFs
Picture 1                                     Photo of Premises
Picture 2                                     Menu or other Graphic
Picture 3                                     Other Picture


NAVIGATION INFORMATION:
-----------------------
Nearest Major Cross Street 1                  Jamboree
Nearest Major Cross Street 2                  Von Karman


                                       17
<PAGE>
CONFIDENTIAL


Alternate Directory Address                   Section A; 2th Floor, Store 32

Alternate Directory Entrance                  Next to Sears

Special Directions                            We're south of the 10 off the North Angeles
                                              Trafficway exit.  Turn into Big H Center at
                                              Higgenbotham signal.
                                              Park by Staples and walk to food court along
                                              courtyard on the North Side Staples.
                                              During Traffic, Enter Big H Center off
                                              Westerly and head toward the Savon.
</TABLE>


                                       18
<PAGE>

</TEXT>
</DOCUMENT>
