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<SEC-DOCUMENT>0001015402-03-005103.txt : 20031231
<SEC-HEADER>0001015402-03-005103.hdr.sgml : 20031231
<ACCEPTANCE-DATETIME>20031231134331
ACCESSION NUMBER:		0001015402-03-005103
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		15
CONFORMED PERIOD OF REPORT:	20030930
FILED AS OF DATE:		20031231

FILER:

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

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		031080070

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

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RENAISSANCE INTERNATIONAL GROUP LTD
		DATE OF NAME CHANGE:	19980115
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB

                                   (Mark one)
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2003

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
                                     OF THE
                        SECURITIES EXCHANGE ACT OF 1934
            For the Transition period from ________ to ____________

                        Commission File Number: 0-24217


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

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

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

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

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].


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

Registrant's revenues for its most recent fiscal year were $30,767,444.

The aggregate market value of the common stock held by non-affiliates computed
based on the closing price of such stock on December 26, 2003 was approximately
$29,600,000.

The number of shares outstanding of the registrant's classes of common stock, as
of December 26, 2003 was 48,560,802.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Registrant's 2004 Annual Meeting of
Shareholders to be held on April 2, 2004 are incorporated by reference in Part
III of this Form 10-KSB.


                                     PART I

Forward-Looking Statements

Part I of this Annual Report on Form 10-KSB, includes statements that constitute
"forward-looking statements." These forward-looking statements are often
characterized by the terms "may," "believes," "projects," "expects," or
"anticipates," and do not reflect historical facts. Specific forward-looking
statements contained in Part I of this Annual Report include, but are not
limited to: (i) our expected continued success in our direct mail marketing
program; (ii) the expected success of our branding strategy; (iii) our
anticipated entry into other countries; and (iv) our strategy to begin marketing
to national accounts.

Forward-looking statements involve risks, uncertainties and other factors, which
may cause our actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements.
Factors and risks that could affect our results and achievements and cause them
to materially differ from those contained in the forward-looking statements
include those identified in the section below titled "Certain Risk Factors
Affecting Our Business" in Part II, as well as other factors that we are
currently unable to identify or quantify, but may exist in the future.



<PAGE>
In addition, the foregoing factors may affect generally our business, results of
operations and financial position. Forward-looking statements speak only as of
the date the statement was made. We do not undertake and specifically decline
any obligation to update any forward-looking statements.





<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS

General

YP.Net, Inc., a Nevada corporation (the Company, "we, "us," or "our") is a
national Internet Yellow Page publisher. Through our wholly-owned subsidiary,
Telco Billing, Inc. ("Telco"), we only publish our Yellow Pages online at or
through the following URL's: www.Yellow-Page.Net, www.YP.Net and www.YP.Com.
                             -------------------------------     ----------
Any information contained on the foregoing websites or any other websites
referenced in this Annual Report are not a part of this Annual Report.

We use a business model similar to print Yellow Page publishers.  We publish
basic directory listings ("Basic Listings"), free of charge. Like Yellow Page
publishers, we generate revenues from those advertisers ("Advertisers") that
desire increased exposure for their businesses. Our Basic Listings contain the
business name, address and phone number for almost 18 million U.S. businesses.
We strive to maintain a listing for almost every business in America in this
format.

As described below, Advertisers pay us monthly fees in the same manner that
advertisers pay additional fees to traditional print Yellow Page providers for
enhanced advertisement font, location or display.  The users ("Users") of our
website(s) are prospective customers for our Advertisers.

We offer several different upgrades to our advertising customers:

Internet Advertising Package(TM) ("IAP"). Under this package, the Advertiser
pays for additional exposure by purchasing a Mini-WebPage(TM).  This
Mini-WebPage contains, among other useful information, a 40-word description of
the business, hours of operation and detailed contact information. This product
is easily searched by Users on their personal computers, as well as cellular
phones and other hand-held devices.  In order to provide search traffic to the
Advertiser's Mini-WebPage, we elevate the Advertiser to a preferred listing
("Preferred Listing") status, at no additional charge. As such, the preferred
Advertiser enjoys the benefit of having its advertisement displayed in a primary
position before all Basic Listings in that particular category when Users
perform searches on our site(s).  The Mini-WebPage is easily accessed and
modified by Advertisers. We also provide our Internet Advertising customers with
enhanced presentation and additional unique products:

     -    larger font;
     -    bolded business name;
     -    map directions;
     -    a Click2Call feature, whereby a User can place a telephone call to the
          Internet Advertising customer by clicking the icon that is displayed
          on the Mini-WebPage. This call is free of charge to both the User and
          the Internet Advertising customer;
     -    a link to the Internet Advertiser's own webpage; and


<PAGE>
     -    additional distribution network for Preferred Listings. This feature
          gives additional exposure to our Internet Advertising customers by
          placing their Preferred Listing on several online directory systems.
          This service is currently free of charge to our Advertisers.

The Internet Advertising Package currently costs the Advertiser $24.95 per month
($21.95 for new Advertisers).  As of September 30, 2003, we had signed up
approximately 250,000 Internet Advertising Packages.  Currently, this product
accounts for over 95% of our revenue.

Online QuickSite Package(TM) ("QuickSite(TM)"). For those IAP Advertisers that
do not have their own website and that desire to provide more information than
is offered through the IAP Mini-WebPage, we will design and create an eight
page, template-driven, website for the Advertiser, a QuickSite.  We charge the
Advertiser a set-up fee of $200.00 and an additional $39.95 per month for
hosting services for their QuickSite. Once set up, the Advertiser can access
their new QuickSite online and make modifications at their discretion.  This
essentially serves the same function as do display advertisements in the print
Yellow Page books, except that it can be changed more often to meet Advertisers'
needs. Users can access these QuickSites on the World Wide Web or from the
Advertisers Preferred Listing or Mini-WebPage. As of September 30, 2003, we had
created and currently host approximately  265  QuickSites.

Internet Dial-Up Package(TM) ("IDP"). We offer our Internet Advertising
customers a cost-effective and efficient Internet dial-up package to take
advantage of the benefits offered by on-line access. This allows our Advertisers
who do not have Internet access to take full advantage of the IAP and QuickSite
packages that we offer.  In certain geographical areas, we have offered a
bundled product whereby the IAP Advertiser can either pay for the advertising or
the IDP, in which case they will receive the other service free. To date,
approximately 40,000 Internet Advertising customers utilize the service without
charge.   However, we intend to expand and market this package to new
Advertisers in the next fiscal year at a cost of $34.95 per month for a bundled
product.  Those Advertisers that already have the free service will retain their
current bundled pricing.

Marketing. Unlike most print Yellow Page companies that sell advertising space
by visiting or calling potential advertisers in their area, we solicit
advertisers for our Internet Advertising Package exclusively by direct mail. We
believe this enables us to offer our products and services at more affordable
rates than our competitors.  Moreover, we believe direct mail is a less
expensive form of marketing than visiting or calling potential customers.
Currently, our direct mail marketing program includes a promotional incentive,
generally in the form of a $3.50 activation check that a solicited business
simply deposits to activate the service and become an Internet Advertising
customer on a month-by-month basis.  As a method of third-party verification,
the depositing bank verifies that the depositing party is in fact the solicited
business. Upon notice of activation by a depositing bank, we immediately contact
the business to confirm the order and obtain the information necessary to build
their Mini-WebPage. Within 30 days of


<PAGE>
activation, we also send a confirmation card to the business.  To ensure our
goal of 100% customer satisfaction, we offer a cancellation period of 120 days
and a full refund.  Our direct mail marketing program complies with and, in many
instances, exceeds the United States Federal Trade Commission ("FTC")
requirements as established by agreement signed between the Company and the FTC
in September 2001.

Billing.  Similar to the local Regional Bell Operating Companies, we are
approved to bill our products and services directly on most of our Advertisers'
local phone bill.  We believe that this is a significant competitive advantage
as few independent Yellow Page companies are authorized to do business in this
fashion.

Benefits to Advertisers.  For advertisers, we believe that online Yellow Pages
provide significant competitive advantages over existing print directories. For
example, the ability of online advertisers to access and modify their displays
and advertisements often results in more current information.  Additionally,
online advertisers can more readily advertise temporary or targeted specials or
discounts.  We provide added value to our Advertisers who have purchased our
Internet Advertising Packages through promotion and branding of our website to
bring customers to our Advertisers. We believe that the large number of Internet
Advertising Packages, that includes the Mini-WebPages, provides Users with more
information, which is more readily available on our sites, compared to our
competitors. We believe that we provide Users with what they are looking for,
more quickly and more efficiently.  We believe the attraction of such Users
will, over the long-term, result in more sales for our Internet Advertisers.

Moreover, we provide additional value through our relationships.  We provide the
vast majority of the Preferred Listings on a number of competitors' websites,
including www.switchboard.com, www.myareaguide.com, as well as on www.go2.com.
          -------------------  -------------------                -----------
The go2 site has exclusive contracts with providers like Verizon Wireless, AT&T
Wireless, ALLTEL, Nextel and Sprint to also provide this information to their
cellular phone and hand-held device subscribers.

From a User's Standpoint.  A national, online Yellow Pages allows the User to
access information nationally rather than relying exclusively on local listings
like those provided in print Yellow Page directories. In addition, our product
offerings allow Users to find and take advantage of advertisers' current special
offerings and discounts. We also provide easy access to such information through
desktop or laptop computers, cellular phones or hand-held devices, such as
personal digital assistants. We believe our offering of a national online Yellow
Pages service meets the growing demand for immediate access and the increasing
need and trend of Users who are more frequently traveling to areas outside the
areas serviced by their local print directories.

Directory Service and Search Engine.  We also believe that our products offer
many competitive advantages over standard search engines. Our directory service
and search engine format allows the User to search by location using either a
business name or business category. Unlike popular commercial search engines,
our search engine does not


<PAGE>
search the Internet to provide results. Instead, it searches our defined
database, resulting in a more focused, refined and, oftentimes, quicker and more
accurate search.


Growth Strategies and Initiatives

Internet Advertising Package. We currently derive almost all of our revenue from
selling IAPs.  During fiscal 2003, we continued our direct mail marketing
program to acquire additional Internet Advertising customers.  We regularly
solicit potential advertisers from a database of approximately 18 million U.S.
businesses.  This database is continually updated to account for new or closed
businesses, as well as updated contact information.  As a result of this
program, we have increased our IAP customer count from 113,565 at September 30,
2002 to 255,376 at September 30, 2003.   This total represents less than 2 % of
the total available market of 18 million U.S. businesses according to Acxiom
USA.  During fiscal 2004 and beyond, we plan to continue aggressively marketing
additional IAPs using our direct mail marketing program.

Branding. We plan to further embark upon a substantial campaign to brand our
YP.Com name and our products. We seek to become the "internet Yellow Pages of
choice" to advertisers and Users performing searches. We plan to use various
forms of media, which may include print, television, radio, billboard and
movie-theater advertising in select markets or nationally. We believe such
branding will help to attract Users to our websites, as well as advertisers to
sign-up for our IAP and/or other service offerings. The goal of our branding is
to obtain instant customer recognition of our offerings that, over time, may
enhance the response rate of our direct mail marketing program.

Expansion of Service Offerings to Other Countries.  We are currently exploring
our ability to offer our services in other English-speaking countries, which we
believe we could accomplish without hiring a significant number of additional
people or incurring additional training costs.

Marketing of QuickSite.  Until recently, we have not focused our marketing
efforts on the QuickSite service offering.  As a part of a test market, we
maintained three full-time sales people and experimented with less traditional
lines of selling, such as through third party agents like EZsitemaster, Inc.
Through these efforts, we acquired 265 QuickSite customers during fiscal 2003.
In fiscal 2004, we will continue these efforts, as well as test marketing the
use of our direct mail marketing program tailored for this product. We believe
that this marketing effort may produce additional revenues.

Internet Dial-Up Package.  We will test market this product at $16.95 per month
in fiscal 2004. We also plan to begin charging new Advertisers for our bundled
product, consisting of the IAP and IDP, in certain geographical areas.
Initially, this bundled product will cost the new Advertiser $34.95 per month,
or $5 more per month than the IAP alone.  This pricing will save the Advertiser
approximately 40% over the individual stand alone prices.  We believe this
offering will enhance revenue by raising the price to the Advertiser for each
ISP/IDP sold at very little additional cost to us.


<PAGE>
National Accounts Marketing.  Currently, we have limited our marketing efforts
to individual business units, rather than national accounts such as hotel
chains, automobile dealers, etc.  We believe a significant opportunity exists to
offer our IAP and other service offerings to such national accounts on a bulk
basis, which, if successful, may result in additional revenues.  We plan to hire
or contract with a dedicated sales force, as well as customer account
set-up/maintenance personnel.


The Internet Yellow Page Market

According to The Kelsey Group and the Yellow Pages Integrated Media Association
(YPIMA), while there are approximately 200 major U.S. Yellow Page print
publishers, an increasingly mobile and computer-sophisticated population is
accessing the Yellow Pages by way of the Internet at a sharply increasing rate.

Approximately 13% of Yellow Page directory inquiries were conducted online in
2002 compared with 2% in 2000. According to a Kelsey Group report, the total
Yellow Pages directory industry is expected to grow at an annual rate of seven
percent through 2008, resulting in an increase in total spending from
approximately $15 billion in 2003 to an estimated $21.3 billion in 2008.
However, the vast majority of this anticipated growth is expected to be in the
online Yellow Pages advertising industry rather than traditional print
advertising.  Specifically, the Kelsey Group forecast estimates the online
Yellow Pages advertising market to grow at an annual rate of 59% per year
through 2008 or from approximately $500 million in 2003 to an estimated $5.2
billion in 2008.  This is compared to an expected 2.5% annual rate of growth in
the traditional print Yellow Pages market from approximately $14.5 billion in
2003 to an estimated $16.1 billion in 2008.  These anticipated rates of growth
would result in the online Yellow Pages advertising industry achieving a market
share of 25% of the total Yellow Pages advertising industry in 2008 compared to
a current market share of just three percent.

Based upon our revenues of approximately $30 million of the currently estimated
$500 million online Yellow Page market, we believe that we have approximately
six percent of the fragmented online Yellow Page market and is therefore one of
the leading online Yellow Page companies in terms of revenue.

Internet usage provides the User with the following major advantages over print
Yellow Pages:

     -    More current and extensive listing information.
     -    Immediate access to business listings across the nation from any
          location.
     -    Broad accessibility via computers and hand-held devices, such as
          mobile phones and personal digital assistants.
     -    Features such as mapping, direct calling to the advertiser and e-mail
          at the click of a button may also be available.


<PAGE>
There are also a number of advantages that an Internet Yellow Pages listing
offers to our Advertisers:

     -    Lower costs for a given level of content.
     -    The ability to easily access and modify their displays and
          advertisements, which allows for temporary or targeted specials or
          discounts.

This market information is summarized in chart form below.

<TABLE>
<CAPTION>
                       ADVERTISING REVENUE
                          $ BILLIONS (1)
==================================================================
        2003  MARKET SHARE   2008  % GROWTH PER YEAR  MARKET SHARE
======  ====  =============  ====  =================  ============
<S>     <C>   <C>            <C>   <C>                <C>
Print   14.5            97%  16.1              2.5%            75%
ONLINE   0.5             3%   5.2               59%            25%
======  ====  =============  ====  =================  ============
TOTAL     15           100%  21.3                7%           100%
<FN>

     (1)  Source:  The Kelsey Group and the Yellow Pages Integrated Media
          Association (YPIMA)
</TABLE>

Pricing

We currently price our Internet Advertising Package for new Advertisers at
$21.95 per month, which includes all of the service benefits previously
described. By comparison, our major Internet competitors are priced
significantly higher.  The table below sets forth the major direct online
competitors, along with current monthly price estimates; the companies include
independent Internet Yellow Page providers and the online versions made
available by telephone companies.

     -    Switchboard- $35.00 per month
     -    Smartpages (offered by Southwestern Bell)- $39.00- $49.00 per month
     -    Super- Pages (offered by Verizon)- $55.00- $90.00 per month
     -    Dex-Media (offered by Qwest) - $60.00 per month

In addition to our lower price, we believe that our product offerings in many
cases are superior.  For example, Superpages charges their $55.00 per month
price for a bolded-listing only. Our lower price includes the Mini-WebPage,
which includes much more information, as well as the rest of the benefits of the
IAP. Moreover, our pricing advantage is even more significant when compared with
the printed Yellow Pages.  For a Yellow Page listing with comparable information
content, an advertiser would typically pay over $500 per year. This listing in
the printed Yellow Pages would include a business description of comparable size
to our Internet offering but would of necessity lack our click2call feature,
mapping directions, and link to the Advertisers website.  Moreover, as mentioned
previously, our online Yellow Page advertisement offering has an almost
unlimited degree of flexibility in terms of changing content and adding special
informational items at any time throughout the year. This feature is only
available to


<PAGE>
printed Yellow Page advertisers as the books are republished infrequently
throughout the year.

Products and Services

We use a business model similar to print Yellow Page publishers.  We publish
basic directory listings ("Basic Listings"), free of charge. Like Yellow Page
publishers, we generate revenues from those Advertisers that desire increased
exposure for their businesses. Our Basic Listings contain the business name,
address and phone number for almost 18 million U.S. businesses. We strive to
maintain a listing for almost every business in America in this format.

For those advertisers that want to get additional exposure for their businesses
or to fully take advantage of connectivity to the World Wide Web, we offer
additional products and services for a fee. We offer several different upgrades
to our advertising customers:

Internet Advertising Package(TM) ("IAP"). Under this package, the Advertiser
pays for additional exposure by purchasing a Mini-WebPage.  This Mini-WebPage
contains, among other useful information, a 40-word description of the business,
hours of operation and detailed contact information. This product is easily
searched by Users on their personal computers, as well as cellular phones and
other hand-held devices.  In order to provide search traffic to the Advertiser's
Mini-WebPage, we elevate the Advertiser to a preferred listing ("Preferred
Listing") status, at no additional charge. As such, the preferred Advertiser
enjoys the benefit of having its advertisement displayed in a primary position
before all Basic Listings in that particular category when Users perform
searches on our site(s).  The Mini-WebPage is easily accessed and modified by
Advertisers. We also provide our Internet Advertising customers with enhanced
presentation and additional unique products:

     -    larger font;
     -    bolded business name;
     -    map directions;
     -    a Click2Call feature, whereby a User can place a telephone call to the
          Internet Advertising customer by clicking the icon that is displayed
          on the Mini-WebPage. This call is free of charge to both the User and
          the Internet Advertising customer;
     -    a link to the Internet Advertiser's own webpage; and
     -    additional distribution network for Preferred Listings. This feature
          gives additional exposure to our Internet Advertising customers by
          placing their Preferred Listing on several online directory systems.
          This service is currently free of charge to our Advertisers.

The Internet Advertising Package currently costs the Advertiser $24.95 per month
($21.95 for new Advertisers). As of September 30, 2003, we had signed up
approximately 250,000 Internet Advertising Packages. Currently, this product
accounts for over 95% of our revenue.


<PAGE>
We primarily market for IAP's through our direct mail marketing program. (See
MARKETING)

We have developed various convenient billing methods for our IAP customers so
that they can easily pay our fees each month and we do not need to support a
large labor pool of personnel to bill customers and process payments. Our most
common billing method is direct billing of our IAP services on the Advertisers
local phone bill. (Local Exchange Carrier or "LEC"  billing).  We can also
                   -     -        -
process one-time and repetitive credit card payments and direct debits to the
Advertisers bank account ("ACH" Billing). We also provide invoice billing for
those Advertisers that prefer to pay by check. (For more information about our
billing programs, see BILLING)

IAP Directory Service and Search Engine - Our directory service is built around
four integrated components providing our Advertisers with a visible presence on
the Internet and mobile devices, such as cellular phones and Personal Digital
Assistants. YP.Com- The front end of our directory services and the showcase of
our technology and marketing capabilities is our website YP.Com.  The YP.Com
website is currently in its fifth generation of development; enhancements are on
going and on a recurring schedule to meet the increased demand for our services
and products.  The website provides several key and easy to use features:
timely information, simple search, search tips, reverse phone number lookup,
mapping, and residential and business directory listings.

The Internet Advertising Package leverages the technologies associated with our
YP.Com website, Search Engine distribution network, Directory and Search Engine
technologies.

Online QuickSite Package(TM) ("QuickSite(TM)").  For those IAP customers that do
not have their own website and that desire to provide more information than is
offered through the IAP Mini-WebPage, we will design and create an eight page,
template-driven, website for the customer, a QuickSite.  We charge the
Advertiser a set-up fee of $200.00 and an additional $39.95 per month for
hosting services for their QuickSite. Once set up, the Advertiser can access
their new QuickSite online and make modifications at their discretion. This
essentially serves the same function as do display advertisements in the print
Yellow Page books, except that it can be changed more often to meet Advertisers'
needs. Users can access these QuickSites on the World Wide Web or from the
Advertiser's Preferred Listing or Mini-WebPage. As of September 30, 2003, we had
created and currently host approximately 265 QuickSites.

We outsource to Community IQ, d/b/a Vista.com, the work of producing usable
templates for, as well as the hosting of, the QuickSites . Our agreement with
Vista that  was originally for three years and has automatic, successive renewal
terms of one year each, unless either Vista or the Company gives the other party
90 days' prior advance notice of its intention not to renew. The initial
three-year term expires on September 18, 2004.  This agreement allows us to
focus on marketing the sites for additional revenue without the need for
additional hardware, software or technical support personnel.


<PAGE>
In recent discussions, the parties have agreed to enhanced cooperation in the
marketing and development of the QuickSites. Our cost for Vista's hosting of the
QuickSites is $6.50 per QuickSite per month.

During fiscal 2003, we began test marketing the QuickSites through a variety of
channels. One of the test markets we developed is the concept of working through
other agents and selling into their networks. We hired an outside company to
represent our products through their distribution channel. We have a three-year
multilevel marketing agreement with EZsitemaster, Inc. to resell our QuickSites
to small business owners and other website operators, who in turn may resell to
their own small business owners. The original term of this agreement expires in
January 2006.  However, the agreement has automatic, successive one-year renewal
terms unless either party gives the other party 90 days' prior advance notice of
its intention not to renew. Under the agreement, EZsitemaster pays us $12.50 per
website per month that it sells through its distribution channel.

In addition, EZsitemaster will develop additional website templates using the
Vista platform for both the Company and EZsitemaster to sell.  These templates
are referred to as EZsites. These EZsites add to our suite of products and the
variety of services we offer to our Advertisers without any additional work.
When we sell these EZsites, we will pay EZsitemaster a sliding scale fee based
on the hosting price we charge. Since we currently sell all template driven
websites, including the EZsites, under the QuickSite nameplate for a monthly
hosting fee of $39.95, we will pay EZsitemaster $1.00 per month for each EZsite
used. A provision under the agreement allows us to outsource custom sites to
EZsitemaster for those Advertisers desiring to provide even more information to
Users than is currently provided by our QuickSites. Under that arrangement, we
will evenly split with EZsitemaster any revenue created.

Currently, all set-up fees and monthly hosting fees are paid by the Advertisers
by charging of their credit cards. Provisions under the Vista contract allow the
Company to collect these credit card payments directly from the Advertisers if
it should so chose. However, since this product is in its infancy, the Company
has elected to have Vista collect those payments on its behalf.  Once collected,
Vista supplies a detailed billing statement to us with each payment. We then pay
to EZsitemaster the portion they are due.  However, once we begin our direct
mail marketing program, we will also utilize LEC and/or ACH billing methods.
(See BILLING for more detail).

We currently outsource to Vista the technologies supporting our QuickSite
product offering.  However, if it makes strategic sense to do so, we do have the
capability and the capacity to easily convert from a Vista provided turn -key
operation to an internally managed solution. However, we currently do not
anticipate any changes to our relationship with Vista.

Internet Dial-Up Package(TM) ("IDP"). We offer our Internet Advertising
customers a cost-effective and efficient Internet dial-up package to take
advantage of the benefits offered by on-line access. This allows our Advertisers
who do not have Internet access to take full advantage of the IAP and QuickSite
packages that we offer.  In certain


<PAGE>
geographical areas, we have offered a bundled product whereby the IAP customer
can either pay for the advertising or the IDP, in which case they will receive
the other service free. To date, approximately 40,000 Internet Advertising
customers utilize the service without charge.   However, we intend to expand and
market this package to new Advertisers in the next fiscal year at a cost of
$34.95 per month for a bundled product.  Those Advertisers that already have the
free service will retain their current bundled pricing.

The technology for the Internet Dial Up Package is implemented as a combination
of an outsourced service contract for the technologies and communications
services with an internally developed and managed User management and access
provisioning system. The telephone dial-up communications service will be
provided by GlobalPOPs, a national wholesaler and provider of Internet dial-up
access.  Access to the dial-up service is managed by our customer service team.
The customer service team communicates directly with the Advertiser to determine
the closest local dial-up access number the Advertiser is to use and assists the
Advertiser with the appropriate configuration necessary to effect a connection
with GlobalPOPs nationwide network.  If the user is mobile, we provide an option
for nationwide toll free access to GlobalPOPs network.  When an Advertiser dials
into their local access number, GlobalPOPs connects with our customer database
to authenticate the request for access.  Upon successful authentication the
Advertiser is granted access to the GlobalPOPs network and to the Internet.

We previously used Dial-Up Services, Inc., d/b/a Simple.Net, Inc., an
Internet service provider beneficially owned by one of our directors, to provide
IDP and other services to our customers. Simple.Net charged us $2.50 per
customer per month for such Internet access. Our monthly charge to some of our
Advertisers includes this Internet access service. Effective January 31st, 2004,
Simple. Net will no longer provide any services to us.  Although the Separation
Agreement between the parties provides for a 30-day extension until March 2nd
2004, neither Simple.Net nor we believe that this time period will be needed.
Due to the growth of our IDP customer base, it has now become possible to buy
wholesale Internet access from third party providers for less than Simple.Net
could now provide.  Accordingly, we have recently signed an agreement with
GlobalPOPs to provide IDP service to our Advertisers. We had originally entered
into the agreement with Simple.Net because it was uneconomical for us to incur
the minimum charges for such an agreement with a third party provider when our
Advertiser base was smaller.

Marketing

Unlike most print Yellow Page companies, which sell their advertising space by
having sales representatives personally visit or call each potential advertiser
in their area, we solicit advertisers for our Internet Advertising Package
primarily through direct mail. This direct mail component is an essential
element, which enables us to offer our products and services on a nationwide
basis, which would not be economically possible or manageable through use of
sales representatives making personal visits or calls to potential advertisers.
In addition, we believe direct mail is a less expensive and more


<PAGE>
predictable form of marketing than physically visiting or calling potential
advertisers and therefore allows us to offer potential advertisers quality
products and services at much more affordable rates than our competitors.

Currently, our direct mail marketing program includes a direct mail
solicitation, which is made up of several pages describing in detail our
products, services, pricing, instructions on how to sign up for the service as
well as how the potential advertiser will be billed. Included in this
solicitation is a promotional sign-up incentive, generally in the form of a
$3.50 activation check ("Sign Up Check"), made payable in the name of their
business. If a potential advertiser is interested in, and wishes to order our
service, all the advertiser needs to do in order to sign-up for our service is
deposit the incentive Sign Up Check in the advertiser's bank account. Because a
check made out to the name of a business can only be deposited in that
businesses account, the advertiser's bank then acts as a third-party verifier,
confirming that the solicited advertiser is in fact the advertiser ordering the
service. This deposited check then acts as a written Letter of Authorization
("LOA") (authenticated by the advertiser's bank), which we obtain from each and
every advertiser prior to activating any service or billing.

Once the Advertiser deposits the Sign Up Check, a series of events begins. Our
staff then places a telephone call to the Advertiser to confirm the sale, update
the business information to be listed, provide our toll free number and obtain
additional information to build the Mini-WebPage(TM) for the Advertiser. During
this call, our staff again asks if the Advertiser has any additional questions
regarding our service and repeats our toll-free number for any future questions.

In addition to the written Letter of Authorization and telephone call, we also
send each and every new Advertiser a written "Order Confirmation Card" within 30
days, thanking them for choosing to do business with us, informing them of our
120-day no risk money back policy, verifying the advertising information to be
displayed, confirming their order and the monthly fee which they have agreed to.
We also again at this time provide the Advertiser with our 800 number so that
the Advertiser may call us at any time and ask any additional questions which
they may have in the future or to simply cancel the service.

We have found that this form of solicitation is cost effective, quick and easy
for the potential advertiser, efficiently and effectively provides third-party
order verification, effectively eliminates potential slamming or cramming
issues, complies with and, in many instances, exceeds the United States Federal
Trade Commission ("FTC") requirements as established by the agreement that we
signed with the FTC in September 2001, and helps ensure our goal of 100%
advertiser satisfaction.

The  target  audience for our direct mail marketing program is every business in
America.  Currently,  according  to  Acxiom, USA, that list is almost 18 million
strong.  We  generally  solicit  in  this fashion about 1 million businesses per
month.


<PAGE>
In September 2003, we signed a five-year agreement with CHG Allied, Inc.("CHG").
CHG is a marketer to various types of medical practitioners. We plan to use
CHG's database of medical practitioners in our direct mail marketing
solicitation efforts. We will pay all printing and other mailing costs
associated with this effort. Also, we will additionally pay CHG $0.75 per month
per CHG client subscribing and paying for our Preferred Listing service.  We
will pay such fee for a period of up to 36 months or for the time the CHG
subscriber enlists and pays for the Preferred Listing service, whichever is
shorter. CHG is affiliated with Vital Living, Inc., a public reporting company
involved in the development and marketing of nutritional products to physicians.

As  part  of  a  test  market,  we  currently  have three full time sales people
dedicated  to  selling  our QuickSite service, as well as contacting Advertisers
that  have  expressed  interest  in  an Internet Advertising Package through our
partners.  We  call  this  our  Winback  program.

Our sales department is a turnkey operation whereby the representatives are able
to  sell  our  QuickSite  service,  as  well as develop the Advertiser's website
in-house.  Our sales representatives are also able to activate a new IAP for our
customers.  These representatives have received the same training as our Inbound
Customer  Service  Representatives  to  ensure  they  are  fully  prepared  to
accommodate  Advertiser  requests. Once the test market is completed, the actual
department  will  be  expanded  in  our  Las  Vegas  offices.

In order to provide more leads from different sources than our own customer
base, we made an arrangement in the fourth quarter of fiscal 2003 with Pike
Industries, a/k/a Yellow.com ("Yellow") relating to sales leads that Yellow
sends to us and that actually result in new Advertisers signing up for both the
IAP and the QuickSite.  We will pay Yellow $35 a one- time fee for every such
sale's lead that results in an advertiser sign-up for the Company.  However,
such payment will be made only after the second months' payment by such new
advertiser. That fee is earned by Yellow on the second month of billing and
there are no refunds to us if they later cancel. However, since we sell this as
a bundle with the IAP and QuickSite, we will have obtained $329.80 before any
fee is paid to Yellow. This  agreement is on a month-to-month basis.

Mailing List Generation.  To generate the leads for our mailing list operation,
we  purchase approximately 12-18 million business directory listings each from
three of the largest information providers in the North American market.  We
refer to each information provider's list of business listings as a data set
("data set").  Our financial performance allows us to purchase business listing
data from information providers such as Acxiom, InfoUSA and Experian on a
monthly basis.  Each data set consists of 12-18 million records with each record
composed of several attributes such as company name, address, employment range,
phone number, United States Standard Industrial Classification ("SIC") and
Standard Yellow Page Heading ("SYHP") codes.  While SYPH is proprietary to our
information provider Acxiom,. we believe our fluency in multiple industrial
classifications and the additional cost and effort of acquiring data from
several sources gives us a competitive edge over companies that purchase data
from only


<PAGE>
a single provider of information or a provider that does not verify the accuracy
of the information for each business listing.  We continue to evaluate the
accuracy of data provided to us by our information providers and continuously
expand our list of information providers as necessary in order to maintain a
competitive advantage.

The technology for generating a mailing list is comprised of a proprietary
application and five databases for generating a mailing list of leads. Data is
sent to us monthly from each information provider in an electronic format for
integration into a database.  After data has been refreshed in each provider
database, our proprietary application performs a comparison and merge process
between data sets.  The proprietary algorithm within our application improves
the quality of the record by verifying the accuracy of the information for every
business listing sent to us.  We compare information from each information
provider to determine matching records, unique records and the method employed
to verify the information for each business listed to gauge the accuracy for
each respective information provider.

Technology and Infrastructure

We believe that we have developed technologies to support the timely delivery of
information requested by a user of the system.  We believe the quality and
timeliness of the content is unmatched by any print medium.  A staff of senior
engineers experienced in large-scale system design and computer operation
develops and maintains the technology.  We believe we are particularly adept at
large-scale database management, design, data modeling, operations and content
management.  Technology is employed in all aspects of the business.  To focus on
a quality and timely product, we have divided the technology staff and
technology base into a business operations unit and an advanced technologies
group dedicated to our directory services product.

In the business operations element of the technology operation, we have
developed several cornerstone technologies to support a sophisticated call
center, automated billing of customers, customer relationship management and
automated mailing campaign.

Billing Operation.  Our billing process allows us to deliver high levels of
service to our customers through convenient and timely options.  The primary
billing method leverages our relationships with Local Exchange Carriers (LECs)
and/or Regional Bell Operated Companies (RBOCs), more commonly known to
customers as their local phone company.  By using this channel, we believe we
experience increased collection percentages, reduced chances of internal theft
due to direct fund transfers and higher trust with our customers because our
fees ride a pre-existing bill they are already accustomed to receiving.
Additionally, we decrease our costs by avoiding the need for a dedicated
collections depart, utilizing the collection departments of the LECs and greatly
reducing the number of paper invoice customers.  In cases where this billing
method is not available, we offer alternative paper-less billing methods,
including recurring credit-card payments and direct bank account withdrawal
("ACH") options.


<PAGE>
Internally, the billing process is executed using a two-tier architecture that
consists of foundation and business platforms.  Our foundation platform is
anchored with Microsoft as the primary partner leveraging their SQL Server
product line.  This alliance aligns us technically with a stable industry
standard with proven scaling ability to meet our aggressive growth needs.  The
option to have multiple processors ensures we will be able to handle our planned
customer base growth.  System stability is enabled through built-in design
features like high availability, simplified database administration and security
features.  Our business applications tier rests on a program suite that consists
of partner provided utilities and our own utilities developed specifically to
our billing process.  By having light-weight development abilities in-house, we
have authority of our application, which allows us greater flexibility, greater
security and reduced dependencies on an external entity.  These programs also
reduce LEC submittal fees by cleaning our customer billing submittals prior to
formal submission, and optimizes which provider best suits our needs and
maximizes profit potential.

Call Center Operation.  We aspire to provide the best customer service in the
industry.  To aid in that effort, sophisticated call center technologies are
employed to support teams dedicated to servicing customer needs, managing the
provisioning of new customers and the sale of additional services to existing
customers.  The call center operation is composed of a high-volume telephone
switch to manage the high volume of calls.  Call volume is managed using
sophisticated applications to manage, distribute and analyze workload across and
between call center representatives.  Since our call center is staffed six days
a week, an automated call attendant is only employed after hours, Sunday or
during holidays.

Database Management Systems.  At the core of our infrastructure are several
high-performance and proprietary database systems containing several terabytes
of data or billions of records with hundreds of attributes each, such as
business name, phone number, address, number of employees and our unique to the
industry 40-word description of the business.  We maintain the data for internal
operations on thirty-one high performance servers and with large- scale storage
systems at our Mesa, Arizona facility that is co-located with our call center
operation and technology teams.  To meet the demand for our products and
services and to provide the highest level of reliability, we employ technologies
and techniques providing data redundancy and clustering.  Clustering is the use
of several computers deployed in a manner to provide redundancy and additional
computer processing power.

Site Design and Facilities.  The site is implemented as set of fourteen
large-scale, high-performance Unix servers with accompanying large-scale storage
subsystems that are organized into layers and groups.  Each layer and group
provides different functionality across the site.  The site is organized to
allow the integration of new information and functionality without any
interruption of service.  To ensure our site is continuously available to our
users, the site is housed at environmentally controlled co-location facilities
geographically distributed and repeated between three locations in Arizona,
Nevada and Florida.  The co-location service is provided by XO Communications, a
leader and national provider of telecommunications services and facilities.  The
sites are


<PAGE>
interconnected by a high-performance, scalable and highly-reliable state of the
art fiber data network.

Directory Service and Search Engine.  Our directory service is built around four
integrated components providing our customers with a visible presence on the
Internet and mobile devices such as cellular phones and Personal Digital
Assistants.

High-Performance Database and Search Engine.  We believe we provide the most
complete and high performing directory service in the market today.  Our
proprietary database enables us to collect and merge data from multiple sources
to provide extensive and accurate content for our users.  With the release of
our xDirectory(TM), YPbroker(TM), YPlookup(TM) and YPmatch(TM) technologies in
2004, we expect to be the first to market real-time search feedback on accuracy,
search time, spellchecking, synonym matching, automated content delivery and
multiple source data merging in a simple to use paradigm.  We believe these
technologies will simplify the search process and provide the most relevant
content to suit our customers' and User's needs.  Ultimately, these technologies
are expected to increase recurrent use.

Extensible Record.  While some of our competitors merge data from multiple
sources, we not believe that any of them have acquired data from all of the
major data providers in the North American market.  Our financial performance,
industry focus and market leadership allows us to purchase and merge data from
the largest information providers in North America and to merge that data with
our extensive in-house customer data set to form the largest and therefore most
comprehensive content in the market.  We believe this effort provides users of
our directory services the greatest number of results per search.  With the
release of our xDirectory, we will be able to weigh the accuracy of a wide
variety of attributes from the source record for inclusion into the merged
record. xDirectory's proprietary algorithm for identifying accurate information
and removing inaccuracies during the merge process is complemented by our
customer service standard of call verifying the attributes of a given record to
obtain a market and industry unique 40-word description of the business.

Search Engine-to-Search Engine Distribution.  We add value by increasing our
customer's visibility by providing automated conduits and content delivery to
numerous search engines besides our own.  We can deliver content both on the
Internet and on mobile devices such as cell phones and Personal Digital
Assistants.  Our market position and volume allows us to provide content to any
of our listed partnerships at a cost below what can be accomplished by direct
negotiation. We will enhance further the capabilities of this global
distribution network with the release of the YPbroker(TM) technology in 2004 by
providing high volume automated updates of records at least weekly, and where
possible, daily to our distribution partners.

YP.Com.  The front end of our directory services and the showcase of our
technology and marketing capabilities is our website, YP.Com.  The YP.Com
website is currently in its fifth generation of development; enhancements are
on-going and on a recurring schedule to meet the increased demand for our
services and products.  The website provides


<PAGE>
several key and easy to use features:  timely information, simple search, search
tips, reverse phone number lookup, mapping, and residential and business
directory listings.

Internet Advertising Package Technology.  The Internet Advertising Package
leverages the technologies associated with our YP.Com website, Search Engine
distribution network, Directory and Search Engine technologies.

QuickSite Technology.  We currently outsource to Vista the technologies
supporting our QuickSite product offering.  However, when it makes strategic
sense to do so, we do have the capability and the capacity to easily convert
from a Vista provided turn -key operation to an internally managed solution.

Internet Dial-Up Package Technology.  The technology for the Internet Dial Up
Package is implemented as a combination of an outsourced service contract for
the technologies and communications services with an internally developed and
managed User management and access provisioning system. The telephone dial-up
communications service will now be provided by Global Pops, a national
wholesaler and provider of Internet dial -up access. Access to the dial up
service is managed by our customer service team.  The customer service team
communicates directly with the Advertiser to determine the closest local dial up
access number the Advertiser is to use and assists the Advertiser with the
appropriate configuration necessary to effect a connection with Global Pops
nationwide network.  If the user is mobile, we provide an option for nationwide
toll free access to Global Pops network.  When an Advertiser dials into their
local access number, Global Pops connects  with our customer database to
authenticate the request for access.  Upon successful authentication the
Advertiser is granted access to the Global Pops network and to the Internet.

Mailing List Generation.  To generate the leads for our mailing list operation,
we  purchase approximately 12-18 million business directory listings each from
three of the largest information providers in the North American market.  We
refer to each information provider's list of business listings as a data set
("data set").  Our financial performance allows us to purchase business  listing
data from information providers such as Acxiom, InfoUSA and Experian on a
monthly basis.  Each data set consist of 12-18 million records with each record
composed of several attributes such as company name, address, employment range,
phone number, United States Standard Industrial Classification ("SIC") and
Standard Yellow Page Heading ("SYHP") codes.
The SIC is numeric code established by the federal government to identify the
type of business. It qualifies the industrial or commercial product or service
into 99 primary categories, using a two-digit code from 01-99.  Similar to SIC,
the SYPH is also a numeric code to identify the type of business.  SYPH differs
by expanding the code to nine digits as opposed to SIC's two digit
classification.  The additional numeric digits in the code increases the number
of classifications significantly to over 75,000 possible types of business. We
are fluent in both SIC and SYPH classifications and our products reflect both
standards when classifying a type of business by creating a business listing and
therefore a lead record that is a composite of SIC and SYPH.


<PAGE>
We believe our fluency in multiple industrial classifications and the additional
cost and effort of acquiring data from several sources gives us a competitive
edge over companies that purchase data from only a single provider of
information or a provider that does not verify the accuracy of the information
for each business listing.  We continue to evaluate the accuracy of data
provided to us by our information providers and continuously expand our list of
information providers as necessary to maintain a competitive advantage.

We believe the quality of a lead from each information provider's data set
cannot be evaluated by business count alone.   Other factors including overall
quality, duplicates, out of business records and records without phone numbers
must be considered.  Each information provider verifies the information for each
business listing differently, some will attempt to verify information for each
business by phone while others will attempt to verify by using a United States
Postal Service Certified Address Standardization ("CAS") process for converting
addresses to a standard zipcode-4 format required to qualify for lower bulk
mailing rates.

The technology for generating a mailing list is comprised of a proprietary
application and five databases for generating a mailing list of leads. Data is
sent to us monthly from each information provider in an electronic format for
integration into a database.  After data has been refreshed in each provider
database, our proprietary application performs a comparison and merge process
between data sets.  The proprietary algorithm within our application improves
the quality of the record by verifying the accuracy of the information for every
business listing sent to us.  We compare information from each information
provider to determine matching records, unique records and the method employed
to verify the information for each business listed to gauge the accuracy for
each respective information provider.  A unique record is one that exists only
in a single providers data set.  The number of unique records vary from month to
month and is one of the reasons we purchase from multiple sources. Following the
merge process, our proprietary mailing application employs sophisticated
filtering process to determine address accuracy and facilitate the delivery of
the solicitation check.  An electronic file is finally generated of a list of
leads.  The generated list is then sent to our publisher with the name of the
business, address of the lead and type of business.

Strategic Alliances

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

We have cross-marketing agreements with other Websites. Generally, the nature of
these agreements relate to the reciprocal linking of websites without any
compensation to either party.  We have cross-marketing arrangements with
approximately 600 Websites. These agreements allow us to increase the page views
for our Advertisers' listings and also provides the Users of certain websites
the ability to also achieve additional page views by being listed on our related
websites. We believe these arrangements are important to the


<PAGE>
promotion of YP.Net and YP.Com, particularly among new Internet users who may
access the Internet through these other Websites. These co-promotional
arrangements typically are terminable at will.

In addition, we have distribution agreements with several websites, including My
Area Guides, go2.com, Switchboard Incorporated ("Switchboard"), and Pike Street
Industries, a/k/a, Yellow.com ("Pike"), as well as others. These agreements
allow us to increase the page views for our Advertisers' listings. We pay My
Area Guides, go2.com, Switchboard and Pike, $6,000, $24,000, $20,000 and $20,000
per month, respectively, for such agreements.

Our search engine placement agreement with Overture.Com is on a month-to month
basis. Overture.com provides visibility to the Company's website so that we can
provide traffic to our Advertisers. By the payment of monthly fees ranging from
$15,000 to $20,000 Overture tries to insure that our site will be one of the
highest placed sites when Yellow Page searches are done on major search engines
such as MSN and Yahoo to name a few.

In fiscal 2003, we signed a license agreement with Palm, Inc. ("Palm") to become
a provider of Yellow Page content on hand-held devices, including "personal data
assistants," or "PDAs" using the Palm operating system.  We will provide this
content to Palm through a hypertext link from the Palm operating system to our
website. The cost of this agreement was $20,000 up-front for two years , which
has been paid. 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. We are 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 March 31, 2004.

We also utilize WebDialogs in a co-promotional effort to provide automatic
dialing services to our website Users to allow these Users to place a call to
one of our Preferred Listing customers by simply clicking a button. This
function powers our click2call feature.

Subsequent to year-end, we signed an agreement with SurfNet Media Group, Inc.
(SurfNet"), a digital media distribution technology company. SurfNet is a public
reporting company. The agreement provides us the exclusive right to use
SurfNet's patented Metaphor technology in Internet Yellow Pages applications.
Such enhancements may include our ability to offer our Internet Advertising
customers the opportunity to deliver streaming audio and video from their
Mini-WebPage. The parties also plan to execute a more definitive agreement
relating to a licensing and/or other business arrangement by March 31, 2004.

We have also managed revenue sharing partnerships with Amazon.com, Buy.com,
Stamps.com, Vista.com, EZSitemaster, Inc. and TheWallStreetJournal.com ,among
others, that allow us to generate revenue by purchases made through the link on
our home


<PAGE>
page.  To date, the amount of revenue generated from these partnerships is
immaterial, or less than 1%.

Since the founding of our wholly-owned subsidiary, Telco, in 1998 and continued
through our acquisition of Telco in June of 1999, we have been members of  the
Yellow Pages Integrated Media Association ("YPIMA"),  the Association of
Directory Publishers ("ADP") and the Direct Marketing Association ("DMA"). These
organizations are trade associations for Yellow Page publishers or others that
promote the quality of published content and advertising methods. One of the
primary responsibilities of these organizations and of its members is to promote
the growth of legitimate Yellow Page companies that provide real value to their
advertisers and to the general public at large, while working to expose those
companies that take advantage of consumers. We plan to take an even more active
role in fiscal 2004.

Billing

Our billing process allows us to deliver high levels of service to our customers
through convenient and timely billing/payment options.  Our primary option is to
bill our customers on their local telephone bill. A vast majority of our
Advertisers are billed in this manner. By way of description, when the Regional
Bell Operating Companies ("RBOC's") charge for inclusion in their Yellow Page
Directories, they charge the business directly on their monthly business phone
bill. This primary billing method leverages our relationships with the local
telephone companies ("LECs") or as they are sometimes called RBOCs.  By using
this billing method, we believe we benefit from increased collection
percentages, reduced chances of internal theft due to direct fund transfers and
higher trust with our Advertisers because our fees appear on a pre-existing bill
they are already accustomed to receiving.  Additionally, we believe we decrease
our costs by avoiding the need for a dedicated collections department, utilizing
the collection departments of the LECs and greatly reducing the number of paper
invoice customers.  In cases where our primary billing method is not available,
we offer alternative paper-less billing methods, including recurring credit-card
payments and direct bank account withdrawal ("ACH") options. Our very last
option and the least attractive for us is the use of direct bill invoices. We
only use direct bill invoices in instances where the customer requests this
service, or no other billing method is available.

During the fourth quarter of this fiscal year, we have concentrated on doing
business with those customers that actually pay us as opposed to activated
customers. By enhancing our filtering methods both at the point of marketing and
on the billing process, we have been able to reduce the number of duplicate
records that we mail and bill to. Additionally by being able to compare records
from multiple list vendors, we have been able to have more up- to- date
information so that we can remove those businesses that recently closed and add
new and additional business information faster. With our changes to our internal
controls, we are able to verify, more quickly and accurately which customers'
area code has changed or which business has changed their phone number or
closed. All of these improvements have added to the number of paying customers
if not to the actual number of activated customers.


<PAGE>
Internally, the billing process is executed using a two-tier architecture that
consists of foundation and business platforms.  Our foundation platform is
anchored with Microsoft as the primary partner leveraging their SQL Server
product line.  This alliance aligns us technically with a stable industry
standard with proven scaling ability to meet our aggressive growth needs.  The
option to have multiple processors ensures we will be able to handle our planned
customer base growth.  System stability is enabled through built-in design
features like high availability, simplified database administration and security
features.  Our business applications tier rests on a program suite that consists
of partner provided utilities and our own utilities developed specifically to
our billing process.  By having light-weight development abilities in-house, we
have authority of our application, which allows us greater flexibility, greater
security and reduced dependencies on an external entity. These programs also
reduce LEC submittal fees by cleaning our customer billing submittals prior to
formal submission, and optimizes which provider best suits our needs and
maximizes profit potential.

Billing Service Agreements

In order to bill our Advertisers through their LECs, we are required to use one
or more billing service integrators. These integrators have been approved by
various LECs to provide billing, collection, and related services through the
LECs. We have entered into customer billing service agreements with Integretel,
Inc. ("IGT," f/k/a "eBillit" and currently "PaymentOne") and more recently with
ACI Communications, Inc., f/k/a OAN Billing, Inc., for these services. Under
these agreements, our service providers bill and collect our charges to our
Advertisers through LEC billing. These amounts, net of reserves for bad debt,
billing adjustments, telephone company fees (3-7% of billings, depending upon
the number of records submitted) and billing company fees (approximately 3% of
billings), are remitted to us on a monthly basis. Other costs associated with
LEC billing Telco or LEC holdbacks and dilution , which ranges from 10-20% of
billings. On August 1, 2002, we signed a three-year agreement with PaymentOne.
This agreement automatically renews for successive terms of one year each unless
either party provides 90 days' written notice of its desire not to renew. Our
agreement with ACI Communications is effective through September 1, 2004 and
automatically renews for successive one-year periods unless either party
notifies the other party in writing at least 90 days prior to the expiration
date.  Presently, we are primarily billing though these integrators.

As previously mentioned, the Company also has the ability to charge Advertisers
by charging their credit card and/or debiting their bank account ("ACH"). We
currently execute our credit card charges through IAuthorizer, Inc. and our ACH
debits are currently processed through PaymentOne.

Check Processing Agreements

As previously discussed, our primary marketing efforts are through direct mail
solicitations.  Currently, our direct mail marketing program includes a
promotional


<PAGE>
incentive generally in the form of a $3.50 activation check that a solicited
business simply deposits to activate the service and become an Internet
Advertising customer on a month by month basis.  As a method of third-party
verification, the depositing bank, or another third-party verification service
provider verifies that the depositing party is in fact the solicited business.
Upon notice of activation by a depositing bank, we immediately contact the
business to confirm the order and obtain the information necessary to build
their Mini-WebPage. The Company uses two primary service-providers that serve as
third-party verification of the Advertisers' order, as well as providing us with
the relevant information necessary for us to bill the Advertisers.

For the fiscal year ended September 30, 2003, this third-party verification
service was provided by FSMC, a unit of Travelers Express Company, Inc., which
is a subsidiary of Viad Corp, a public reporting company, as well as by Bank of
the Southwest.  There are no written agreements with FSMC or Bank of the
Southwest. The Bank of the Southwest has informed us that it plans to outsource
its check processing services. As a result, we plan to decrease or eliminate our
reliance upon and use of the Bank of the Southwest for this service.

On August 8, 2003, we signed a three-year agreement with Integrated Payment
Systems, Inc., a unit of First Data Corporation, a public  reporting company,
which is expected to replace Bank of the Southwest as a service provider for
check processing.

Customer  Service

Our customer service department is comprised of four main departments; Inbound,
Outbound, Quality Assurance and Administration. Our goal is 100% customer
satisfaction. We believe that our goal of providing the best customer service
rests with our ability to assist our customers with every need in each and every
contact with us. Whether the customer contacts us with billing questions, to
order an IAP, QuickSite or IDP or even technical questions or complaints, we
strive to satisfy each customer We believe this goal will, over time, set us
apart from our competitors, We believe the success of customer service starts
with the support and direction given to all employees. The call center is
managed with a ratio of no more than 8 employees to 1 supervisor, with the teams
of supervisors and employees remaining constant in order to provide effective
on-going development. The supervisors report to a Department Managers who in
turn report to the Call Center Manager.

In order for Senior Management to stay informed of employee and customer
feedback, bi-weekly meetings and focus groups are held with the Call Center
Manager and the employees to obtain and provide feedback. In addition, all
Supervisors and Managers attend weekly development training to improve their
management skills. In order to provide the best possible experience for our
customers and advertisers we begin by hiring and training only those
representatives that meet our stringent guidelines. Each Customer Service
Representative ("CSR") goes through one week of training with daily coaching
following graduation from training. The CSRs are monitored daily by the
supervisors, Quality Assurance and management. Calls are documented with call
details, strengths,


<PAGE>
and areas for improvement. The Supervisors and CSRs develop action plans to
improve or to continue providing outstanding customer care.

Inbound Call Center. Our call center supports incoming calls from our
Advertisers for all of our products. The Inbound customer service
representatives are responsible for taking calls for billing, technical service,
and general questions. The customer service representatives are empowered to
activate new accounts, adjust accounts with credits, accept payments, change the
billing method, and cancel accounts. Our proprietary customer service
representative software is tiered in order to limit the actions taken with a
Advertiser's account dependant on the employee's position. (See TECHNOLOGY for
more information.) If a customer service representative is unable to accommodate
the customer's request, a Supervisor is given the call to ensure the customer is
satisfied. In addition, requests beyond those a Supervisor can handle are given
to a Department Manager or our Quality Assurance group. The customer service
representatives have the ability to update Advertiser's accounts, by adding or
changing a Mini-WebPage containing the 40 word description, changing hours of
operation, changing the business category, and adding the link to the customer's
website and email. Once the customer service representative makes the requested
changes, the new information will appear on our website the following business
day. This ability allows the Advertiser to make timely changes to their listing.
The Inbound Customer Care number is generally staffed 6 days a week.

Outbound  Calling.  In  March  2003,  our  Outbound  department  met its goal of
becoming  fully staffed. This center was established to assist our IAP customers
to  get  full  benefit  for  the  advertising  they  had purchased. The Outbound
customer  service  representatives primarily call those Advertisers who recently
signed  up  for  our  products.  They  confirm  the  sale  and in the case of an
Advertiser  who  had purchased an IAP they obtain the information to build their
Mini-Webpage.  Once the Outbound customer service representative speaks with the
Advertiser  and  obtains  all the information for the Advertiser's listing, that
listing  is  then  sent  to our proofreaders.   Every listing that is updated is
proofread  prior to being placed on our site.  This additional step ensures that
our  Advertisers  are  represented  professionally  and  accurately  to  their
customers.  Since  our  Outbound  customer  service  representatives  only  call
existing  or  new  Advertisers we are not affected by the "National Do Not Call"
list  recently  enacted  by  the  United  States  Congress.

Quality Assurance. The Quality Assurance group became fully staffed and
operational February 3rd, 2003.  The goal of the Quality Assurance group is to
monitor Inbound and Outbound calls, take escalated calls, perform Customer
Satisfaction Surveys, and make test calls into our Customer Care line on a
random basis.  The Quality Assurance department reports directly to the call
center manager to ensure separation from Inbound and Outbound.

In addition to the Quality representatives, we have a Training & Process
Development Supervisor that reports to the Quality Assurance manager. The
supervisor's


<PAGE>
responsibility is to produce and distribute training material to the entire call
center to ensure consistent information is provided to all departments.

Administration. The purpose of our administration department is to assist our
customers with timely feedback when requested through the mail, e-mail or by
facsimile.  In addition to the customer service representatives answering
incoming calls, we have individuals trained to assist customers via email.  Our
site and our incoming greeting on the telephone give our customers and our site
users our email address.  The emails are reviewed daily and generally answered
within one business. We have found that many Advertisers prefer to email us with
their changes and are very satisfied with our response time and ability to
respond to their request.  The Administration department receives, sorts, and
distributes all incoming and outgoing mail.  They are also responsible for
filing the hard copies of the cashed incentive checks.  All information that is
sent to our Advertisers or potential customers that is sent by the call center
is routed through the Administration department in order to ensure accurate and
consistent information is sent.

Regulation & Self- Regulation

When our Quality Assurance Department was formed, one of its chief goals was to
establish internal self- guidelines so that we could regulate ourselves.
Management believes that by being proactive with our employees, we can ensure
that our Advertisers, customers, prospective customers and former customers all
get treated fairly and according to the law.

In our marketing, we believe that we have in all cases exceeded the requirements
set with the United States Federal Trade Commission ("FTC").

Current law requires our solicitations to be understood by a simple majority of
reasonable individuals.  However, our goal is to create solicitations that are
clearly understood by all recipients.  Prior to each major revision of any
solicitation being printed and distributed, it is reviewed by members of our
Quality Assurance Team and Marketing teams.  Once approved by the Quality
Assurance Team, the draft solicitation must be approved by our internal legal
compliance representative and outside legal counsel who assesses the
solicitation relative to existing legal compliance requirements, as well as our
own high standards of quality control, keeping in mind the goal of widespread
comprehension stated above.  The solicitation is then sent to the general
counsel of the Yellow Pages Integrated Media Association (YPIMA) for a
independent third party legal review. This general counsel was chosen by the
Company for this review because, in fulfilling his duties for the YPIMA, he
deals with the Federal Trade Commission and various State and Local Agencies in
overseeing and detecting misleading Yellow Page solicitations. Upon approval at
this level, the solicitation is provided to our Billing Integrators, where it
must pass their legal review as well.  Finally, it is sent to the Local Exchange
Carriers' legal departments, which ensure that the solicitation complies with
all Federal Communication Commission ("FCC") guidelines as well. The LEC also
periodically sends the solicitation to the United States Postal Service for
review to be sure it meets their guidelines.


<PAGE>
All of our direct marketing sales are verified in writing by the endorsement of
the activation check by our new Advertiser, the Advertiser's bank verifies that
the correct entity is depositing the check and therefore taking advantage of our
offer. Then we send confirmation cards to both the accounting and marketing
departments of our new Advertisers. We attempt to contact each new Advertiser to
confirm the sale and obtain additional information from them to use to build
their Mini-WebPage. Lastly, to ensure 100% customer satisfaction, we offer a 120
cancellation period whereby each new Advertiser has 120 days to try our products
and, if not completely delighted, they can cancel and receive a full refund.

The Federal Trade Commission requires us to send a confirmation card to a new
Advertiser within 80 days of the deposit of an activation check.   However, we
have elected to send the card in approximately 30 days or less from the date of
deposit.

At almost every point of contact with Advertiser and prospective advertisers, we
provide a toll free 800 number through which their questions are answered and
they have simple method of cancellation if they are dissatisfied for any reason.
The Inbound Customer Care number is generally staffed six days a week.

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

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

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


<PAGE>
Competition

We operate in a highly competitive and rapidly expanding Internet services
market, however our primary market sector is business-to-business services, as
opposed to a pure technology industry.  We compete with online services, website
operators, and advertising networks.  We also compete with traditional offline
media, such as television, radio, traditional Yellow Pages directory publishers
and print share advertising.  Our services also compete with many directory
website production businesses and Internet information service providers.  Our
largest competitors are local exchange carriers, or local phone companies, which
are generally referred to as LECs also known as local telephone companies. The
principal competitive factors of the markets that we compete in include
personalization of service, ease and use of directories, quality and
responsiveness of search results, availability of quality content, value-added
products and services and access to end-users.  We compete for advertising
listings with the suppliers of Internet navigational and informational services,
high-traffic websites, Internet access providers and other media.  This
competition could result in significantly lower prices for advertising and
reductions in advertising revenues.  Increased competition could have a material
adverse effect on our business.

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

We believe that we are in a position to successfully compete in these markets
due to the lack of material debt on our books, our recent ability to produce
significant cash and the effectiveness of our direct mail marketing program.  We
further believe that we can compete effectively by continuing to provide quality
services at competitive prices and by actively developing new products for
customers.

We believe that our Outbound Calling Center, which is utilized to obtain the
information necessary to build the Mini-WebPages, is a competitive advantage.
The information garnered is not available from any other single source and is
unique to our website. We believe it allows Users to have readily available
information that is easy to understand and from which they can make their buying
decisions. Because of the brevity of the Mini-WebPage information it is easily
assessable by Users on their mobile phones and other hand-held devices.  We
believe that our receipt of over 160,000 updates means that our site contains
more useful information than our competitors and that over time Users will find
our site more useful than competitor sites.  We further believe that this, in
turn, will translate into more page views and Advertisers.

Employees

As of December 26, 2003, we have 119 full time and  four part- time team members
engaged either directly by the Company, through employee leasing or through
temporary


<PAGE>
help agencies. Such team members are not covered by any collective bargaining
agreements, and we believe our relations with our team members are good.

Company History

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

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

ITEM 2.   DESCRIPTION OF PROPERTY

During fiscal 2002, we renewed our long-term operating lease on the 16,772
square foot corporate office that is located in Mesa, Arizona for approximately
$120,000 annually. This lease expires in June 2006. This facility contains both
our corporate office and our customer service call center.

In October 2003, our wholly owned subsidiary, Telco, signed a three-year lease
on a facility in Las Vegas, Nevada consisting of annual lease payments of
approximately $201,000. This facility is approximately 3,500 square feet and is
the primary operating facility of Telco. The lease is an operating lease for
accounting purposes. This location will shortly replace Telco's facility in
Boulder City, Nevada. This space was necessary to accommodate Telco's expanding
sales and accounting staff.

We believe that these facilities are adequate for our current and anticipated
future needs. Management further believes that both of these facilities and
their contents are adequately covered by insurance.

ITEM 3.   LEGAL PROCEEDINGS

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


<PAGE>
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

In July 2003, a proposal to approve our 2003 Stock Plan was submitted to a group
of shareholders constituting approximately 65% of our outstanding capital stock
entitled to vote.  By written consent in lieu of a meeting, as provided for
under Nevada corporate  law and our bylaws, these shareholders approved the
adoption of the 2003 Stock Plan.  In connection with the submission of the
proposal to the shareholders, we filed an Information Statement with the
Securities and Exchange Commission and delivered a copy to all shareholders of
the Company in accordance with the Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder. No other matters were submitted to
the stockholders.


                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock

Our common stock trades publicly on the OTC Bulletin Board under the symbol
"YPNT."

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

FISCAL YEAR       QUARTER
                  ENDED                    HIGH         LOW

2002              December 31, 2001        $0.23       $0.06
                  March 31, 2002           $0.37       $0.12
                  June 30, 2002            $0.20       $0.05
                  September 30, 2002       $0.11       $0.05
2003              December 31, 2002        $0.13       $0.04
                  March 31, 2003           $0.24       $0.08
                  June 30, 2003            $1.25       $0.14
                  September 30, 2003       $2.41       $0.56


<PAGE>
Holders of Record

On December 26, 2003, there were approximately 425 shareholders of record of our
common stock according to our transfer agent. The Company has no record of the
number of shareholders who hold their stock in "street" name with various
brokers.

Dividend Policy

We have one class of outstanding preferred stock (Series E Preferred Stock), of
which there are currently, 131,840 shares issued and outstanding.  Each share of
Series E Preferred Stock is entitled to and receives a dividend of $0.015 per
year, payable in quarterly installments of $0.00375.

To date, we have not paid cash dividends on our common stock.  However,
subsequent to year end and during the quarter ending December 31, 2003 , we
entered into an agreement with two of our significant shareholders, Morris &
Miller, Ltd and Mathew and Markson, Ltd., whereby we agreed, subject to
applicable laws, to declare and pay a cash dividend of at least $.01 per share
to all of our common stock shareholders within 60 days of the end of each fiscal
quarter commencing no later than April 30th, 2004 for our fiscal quarter ended
March 31, 2004, and for each fiscal quarter thereafter based on the record date
announced by our Board of Directors.

Sales of Unregistered Securities

During fiscal 2003, we issued the following shares as payment for legal
services. These shares were issued to the following attorney's relating to the
favorable resolution of several legal proceedings whereby the Company was the
Plaintiff in recovering shares from various consultants who did not provide the
agreed-upon services. All such shares were issued in reliance on the exemptions
from registration afforded by Section 4(2) and Regulation D of the Securities
Act of 1933, as amended.

Date               Recipient      Total Shares   Value

June 16, 2003  Peter Strojnik          261,750  $183,225
May 1, 2002    Dwight Flickenger       176,896    22,996
May 1, 2002    Kevin Flickenger         75,813     9,856
May 1, 2002    Joseph McDaniel         191,219    24,858

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS

For a description of our significant accounting policies and an understanding of
the significant factors that influenced our performance during the fiscal year
ended September 30, 2003, this "Management's Discussion and Analysis" should be
read in conjunction with the Consolidated Financial Statements, including the
related notes, appearing in Item 7 of this Annual Report.


<PAGE>
Forward-Looking Statements

This portion of this Annual Report on Form 10-KSB, includes statements that
constitute "forward-looking statements."  These forward-looking statements are
often characterized by the terms "may," "believes," "projects," "expects," or
"anticipates," and do not reflect historical facts. Specific forward-looking
statements contained in this portion of the Annual Report include, but are not
limited to: (i) our expectation that legal costs relating to the litigation
involving our CEO will not be significant after December 31, 2003; (ii) our
projection that capital expenditures will not increase at the same rate in the
future; (iii) our anticipation of the cessation of advances to affiliates and
the beginning to pay a cash dividend on our common stock in fiscal 2004; (iv)
our belief that our direct mail marketing costs in fiscal 2004 will be
consistent with our expenditures in fiscal 2003; and (v) our expectation that
initial costs incurred in our branding initiative will not immediately result in
financial benefit to the Company .

Forward-looking statements involve risks, uncertainties and other factors, which
may cause our actual results, performance or achievements to be materially
different from those expressed  or implied by such forward-looking statements.
Factors and risks that could affect our results and achievements and cause them
to materially differ from those contained in the forward-looking statements
include those identified in the section below titled "Certain Risk Factors
Affecting Our Business," as well as other factors that we are currently unable
to identify or quantify, but may exist in the future.

In addition, the foregoing factors may affect generally our business, results of
operations and financial position. Forward-looking statements speak only as of
the date the statement was made. We do not undertake and specifically decline
any obligation to update any forward-looking statements.

Overview

YP.Net, Inc., a Nevada corporation (the Company, "we, "us," or "our") is a
national Internet Yellow Page publisher. Through our wholly-owned subsidiary,
Telco Billing, Inc. ("Telco"), we only publish our Yellow Pages online at or
through the following URL's: www.Yellow-Page.Net, www.YP.Net and www.YP.Com.
                             -------------------  ----------     ----------
Any information contained on the foregoing websites or any other websites
referenced in this Annual Report are not a part of this Annual Report.


<PAGE>
Recent Developments

Litigation by others against our Chairman and CEO

By order of the Board of Directors, we have been funding the litigation defense
of our Chairman and CEO, Angelo Tullo, as it related to claims made by New
Horizon Capital, LLC ("New Horizon"), the successor in interest to American
Business Funding Corp. These claims were not adverse to the Company.  However,
the Board of Directors determined that clearing Mr. Tullo's name was important
to our future success because of the results he has achieved on behalf of our
investors.

Mr. Tullo has been exonerated by the fact that, in December 2003, New Horizon
agreed to have the litigation against Mr. Tullo dismissed. New Horizon was
ordered by the judge to pay, and has paid, $10,000 to Mr. Tullo's lawyers as
compensation for certain expert witness fees that were to be paid by Mr. Tullo.
In contrast to the dismissal of claims against Mr. Tullo, New Horizon has
obtained judgments against the other members of American Business Funding's
former management.

The previous case, in which Mr. Tullo was involved concerning certain investors
of American Business Funding Corp., was dismissed in July 2003 for failure to
produce evidence.

Additionally, all prior cases involving Mr. Tullo and relating to the foregoing
matters have been dismissed as to Mr. Tullo.

We will finish paying for the expenses relative to this case in the second
quarter of fiscal 2004 and no further significant expenses are expected to be
incurred after December 31, 2003.


Termination  of the Revolving Loan Agreements With Our Major Shareholders-Mathew
and  Markson  and  Morris  &  Miller,  LTD  ("M&M's")

In December 2003, we entered into an agreement with the M&M's to terminate the
revolving loan agreement previously provided to them.

As part of the original acquisition of Telco from the M&Ms, we provided them
with the right to "put" back to us their shares of Company common stock under
certain circumstances.  We subsequently entered into a new arrangement with the
M&Ms, whereby their "put" rights were terminated in exchange for the
establishment of the revolving lines of credit.  Under these lines of credit, we
agreed to lend up to $10 million to each of the M&Ms, subject to certain
limitations.

Our new agreement with the M&Ms, which is memorialized in a Third Amendment to
the original Stock Purchase Agreement, cancels the revolving lines of credit
effective


<PAGE>
April 9, 2004, upon the payment of the following final specific advances to each
of the M&Ms:

Morris & Miller, Ltd.

$275,000 on January 30, 2004
$300,000 on February 27, 2004
$500,000 on March 31, 2004
Sufficient funds to pay 3 years interest on April 9, 2004

Mathew and Markson, Ltd.

$50,000 on January 30, 2004
$100,000 on February 27, 2004
$75,000 on March 31, 2004
Sufficient funds to pay 3 years interest on April 9, 2004

Within ten days after April 9, 2004, the M&M's will prepay all of the interest
on their loans for the next 36 months. We will continue to retain pledged stock
as collateral for the repayment of all such loans, which, by agreement, mature
December 2006.

As part of this new agreement, we have also agreed to pay a quarterly dividend
of not less than $.01 per share beginning April 30, 2004 for the period ended
March 31st, 2004. We believe this is in the best interests of all of our
shareholders.

Termination of Our Relationship with Simple.Net.

On December 29, 2003, we entered into a separation agreement with Simple.Net, a
company beneficially owned by our Director and Corporate Secretary DeVal
Johnson, which becomes effective January 31, 2004.

Prior to this agreement, we purchased Internet Dial Up access from Simple.net
and performed various services for Simple.Net for a fee. These services included
Customer Service support for Simple.Net's customers and Technology Support and
Billing assistance. At the time the contract(s) were entered into, this was
beneficial to us because we did not have sufficient dial-up customers to avoid a
minimum fee to the backbone providers, which are companies that own the cable
and copper wire cables necessary to provide the service. As our customer base
has grown, we are now able to economically enter into our own wholesale contract
and in fact have with GlobalPOPs.

In addition, at this time, our revenues from the customer support and technology
assistance was essentially the same as that currently paid to Simple.Net to
provide the dial up service. We will not be affected by the loss in revenue from
Simple.Net as the new contract from GlobalPOPs, which now has no minimum
guarantees, is low enough to offset the difference.


<PAGE>
Future Outlook

We intend to pursue the following growth strategies and initiatives in fiscal
2004:

Internet Advertising Package. We currently derive almost all of our revenue from
selling IAPs.  During fiscal 2003, we continued our direct mail marketing
program to acquire additional Internet advertising customers.  We regularly
solicit potential advertisers from a database of approximately 18 million U.S.
businesses.  This database is continually updated to account for new or closed
businesses, as well as updated contact information.  As a result of this
program, we have increased our IAP customer count from 113,565 at September 30,
2002 to 255,376 at September 30, 2003.   This total represents less than 2% of
the total available market of 18 million U.S. businesses according to Acxiom
USA.  During fiscal 2004 and beyond, we plan to continue aggressively marketing
additional IAPs using our direct mail marketing program.

Branding. We plan to further embark upon a substantial campaign to brand our
YP.Com name and our products. We seek to become the "internet yellow pages of
choice" to advertisers and Users performing searches. We plan to use various
forms of media, which may include print, television, radio, billboard and
movie-theater advertising in select markets or nationally. We believe such
branding will help to attract Users to our websites, as well as advertisers to
sign-up for our IAP and/or other service offerings. The goal of our branding is
to obtain instant customer recognition of our offerings that, over time, may
enhance the response rate of our direct mail marketing program. However, we
expect to incur significant costs relating to our branding prior to such
benefits being realized which we expect to fund from our internal cash flow.

Expansion of Service Offerings to Other Countries.  We are currently exploring
our ability to offer our services in other English-speaking countries, which we
believe we could accomplish without hiring a significant number of additional
people or incurring additional training costs.

Marketing of QuickSite.  Until recently, we have not focused our marketing
efforts on the QuickSite service offering.  As a part of a test market, we
maintained three full time sales people and experimented with less traditional
lines of selling, such as through third party agents like EZsitemaster,
IncThrough these efforts, we acquired an immaterial number of  QuickSite
customers during fiscal 2003.  In fiscal 2004, we will continue these efforts,
as well as test marketing the use of our direct mail marketing program tailored
for this product. We believe that this marketing effort may produce additional
revenues.

Internet Dial-up Package.  We may test market this product at $16.95 per month
in fiscal 2004. We will, however, begin to charge new Advertisers for our
bundled product, consisting of the IAP and IDP, in certain geographical areas.
Initially, this bundled product will cost the new Advertiser $34.95 per month,
or at least $5 more per month than the IAP alone.  This pricing will save the
Advertiser approximately 40% over the individual stand alone prices.  We believe
this offering will enhance revenue by raising the price to the Advertiser for
each ISP/IDP sold at very little additional cost to us.


<PAGE>
National Accounts Marketing.  Currently, we have limited our marketing efforts
to individual business units, rather than national accounts, such as hotel
chains, automobile dealers, etc.  We believe a significant opportunity exists to
offer our IAP and other service offerings to such national accounts on a bulk
basis, which, if successful, may result in additional revenues.  We plan to hire
or contract with a dedicated sales force, as well as customer account
set-up/maintenance personnel.


Results of Operations

Fiscal Year End September 30, 2003 Compared to Fiscal Year End September 30,
2002.

Net revenue for the year ended September 30, 2003 ("Fiscal 2003") was
$30,767,444 compared to $12,618,126 for the year ended September 30, 2002
("Fiscal 2002") representing an increase of approximately 144%. This increase in
net revenue is the result of three factors: an increase in the number of our IAP
Advertisers, the conversion of certain Advertisers from direct bill invoice to
monthly telephone billing and an increase in our monthly pricing. These three
factors are discussed further below.

Our IAP Advertiser count increased to 255,376 at September 30, 2003 compared to
113,565 at September 30, 2002, an increase of approximately 125%. Relating to
the conversion of certain Advertisers to monthly telephone billing, in August,
2003, we analyzed our database of IAP Advertisers that were being billed via
direct monthly invoice to determine which of these Advertisers were eligible to
be billed on their monthly telephone bill. As a result of this analysis, we
determined that 46,717 Advertisers were eligible for monthly telephone billing.
As previously described under "BILLING" and in the Financial Statement
footnotes, our revenue recognition and collections are significantly higher when
Advertisers are billed on their monthly telephone bills rather than through
direct invoice. Relating to our price increase, we now charge  $21.95 monthly
versus $17.95 previously for new IAP Advertisers. In addition, the monthly
charge to existing IAP  Advertisers was increased to $24.95 monthly upon the
first anniversary of their listing. This price increase was instituted on March
20, 2003.

We recently revised the method by which we count our customers. We believe that
the new methodology is more accurate and can be more consistently applied to
each period. We believe that the disclosure of customer counts including total
Activated customers and paying customers provides the most insight into our
business.

Activated customers include those Advertisers that are currently paying for the
IAP service, as well as those Advertisers that have signed-up for the IAP
service but have not necessarily been billed and begun their payment for the
service. Based upon these revisions, we had 255,376 Activated IAP customers at
September 30, 2003, 235,162 Activated IAP customers at June 30, 2003, 222,092,
Activated IAP customers at March 31, 2003 and 168,980 Activated IAP customers at
December 31, 2002.


<PAGE>
Regarding Paying customers, the Company had 221,537 Paying customers at
September 31, 2003, 167,000 Paying customers at June 30, 2003, 151,173 Paying
customers at March 31, 2003 and 137,346 Paying customers at December 31, 2002.

Cost of services for Fiscal 2003 were $8,357,768 compared to $3,497,678, an
increase of  139%. The increase in cost of services is due to the increased IAP
customer count as well as the increase in our direct mail solicitation effort
whereby we are currently mailing, on average, approximately 1 million mailers to
businesses each month. Cost of services as a percent of net revenue was
approximately 27% for Fiscal 2003 compared to 28% for Fiscal 2002.  Gross
margins improved to 73% in Fiscal 2003 compared to 72% in Fiscal 2002. The
improvement in gross margin results from the leveraging of certain fixed costs,
included in cost of services, over a larger customer base.

General and administrative expenses for Fiscal 2003 were $8,657,690 compared to
$4,754,665  for Fiscal 2002, an increase of approximately 82%. General and
administrative expenses increased due to an increase in costs and employees
relating to our previously-described growth in IAP Advertisers, the
establishment in Fiscal 2003 of our Quality Assurance and Outbound departments
as well as an increase in certain officers compensation relating to employment
contracts with such officers. In addition, during Fiscal 2003, the Company paid
$410,054 for the costs of defending a civil action filed against its CEO and
Chairman pursuant to a Board of Directors resolution. The action involved a
business in which the CEO was formerly involved. The Board believed that it was
important and in our best interests and in the best interests of our
shareholders to resolve this matter as soon as possible.  As described under
"RECENT DEVELOPMENTS," this matter has now been resolved and we no longer expect
to incur significant legal costs after December 31, 2003 relating to this
matter. Excluding the previously described legal costs, general and
administrative expenses increased approximately 67% in Fiscal 2003 over Fiscal
2003.  As a percent of net revenue, general and administrative expenses were
approximately 28% in Fiscal 2003 compared to approximately 38 % in Fiscal 2002.
Excluding the previously-described legal costs, general and administrative
expenses as a percent of net revenue was approximately 26% in Fiscal 2003
compared to 38% in Fiscal 2002.

Sales and marketing expenses for Fiscal 2003 were $3,868,643 compared to
$963,868 for Fiscal 2002, an increase of approximately 300%. The increase was
principally the result of our re-instituting our marketing efforts in the latter
part of Fiscal 2002 with the full annual cost of such effort in Fiscal 2003. The
marketing expenses are attributed to our direct response marketing, which is our
primary source of attracting new Advertisers.  As a percent of net revenue,
sales and marketing expense was  approximately 13% in Fiscal 2003 versus
approximately 8% in Fiscal 2002.

Depreciation and amortization was $660,475 in Fiscal 2003 compared to $581,290
in Fiscal 2002, an increase of approximately 14%. This increase was primarily
the result of a substantial upgrade of our information technology systems as
well as hardware purchased relating to the establishment of our Quality
Assurance and Outbound


<PAGE>
marketing departments. These efforts involved capital expenditures of  $736,955
in Fiscal 2003 compared to 77,632 in Fiscal 2002. We do not anticipate capital
expenditures to grow at this same rate in the future. In addition, amortization
increased in Fiscal 2003 as a result of our agreement with OnRamp Access, Inc.
to license the YP.Com Uniform Resource Locator ("URL").

The cost of the Yellow-Page.Net URL was capitalized at its cost of $5,000,000.
The URL is amortized on an accelerated basis over the twenty-year term of the
licensing agreement. Amortization expense on the URL was $351,933 for the year
ended September 30, 2003. Annual amortization expense in future years related to
this URL is anticipated to be approximately $350,000-450,000.

Operating income in Fiscal 2003 was $9,222,868 compared to $2,820,625 in Fiscal
2002  representing an increase of approximately 227%. As a percent of net
revenue, operating income was approximately 30 % in Fiscal 2003 versus
approximately 22% in Fiscal 2002. The increase in operating income resulted from
the previously mentioned increases in net revenue as well as the leveraging of
part of our fixed costs, included in cost of services and general and
administrative expenses, over a larger customer base

Interest expense for Fiscal 2003 was $19,728 compared to $92,341  for Fiscal
2002. The decrease in interest expense was a result of decreased debt due to the
repayment of approximately $800,000 of debt in Fiscal 2002.

Interest income was $108,995 in Fiscal 2003 compared to $17,682 in Fiscal 2002
resulting from our increased profitability and cash.

Other expense (income) was a net of $648,908 in income in Fiscal 2003 versus
$704,523 of income in Fiscal 2002. In Fiscal 2003, other expense (income)
consists of other income of $1,039,521 offset by other expense of $390,612
resulting in net other income of $648,908 In Fiscal 2002, other expense/(income)
consists of other income of $704,523. The primary components of other income of
$1,039,521 in Fiscal 2003 and $740,523  in Fiscal 2002, respectively, are
technical and service income from Simple.net ($618,612 and $300,900,
respectively) and gains related to stock settlements due to favorable outcomes
in these settlements ($357,906 and $395,772,respectively). The primary
components of other expense of $390,612 in Fiscal 2003 are legal expenses
incurred relating to stock settlements of $240,935.

Income before income taxes was $9,961,043 in Fiscal 2003 and $3,345,489 in
Fiscal 2002, representing an increase of approximately 189%. As a percent of net
revenue, income before income taxes was 32% in Fiscal 2003 compared to 27% in
Fiscal 2002.

The income tax provision was $2,037,152 in Fiscal 2003 compared to an income tax
benefit of $245,974 in Fiscal 2002.  The increase in the income tax provision is
the result of our increased profitability in Fiscal 2003 offset by the use of
our net operating loss carryforwards.  During Fiscal 2003 and 2002, our
structured certain transactions related to its merger with Telco that allowed
the Company to utilize net operating losses that


<PAGE>
were previously believed to be unavailable or limited under the change of
control rules of Internal Revenue Code 382.

Net income for Fiscal 2003 was $7,923,891 , or $0.18 per share, compared to
$3,696,463 or $0.09 per share for Fiscal 2002, an increase in net profit of
approximately 114% despite a much higher tax provision in Fiscal 2003. The
increase in net income resulted from the increased IAP Advertiser count and
associated revenue cited above with a less than corresponding increase in
expenses cited above offset by the greater tax provision in Fiscal 2003.  Net
profit as a percent of revenue decreased to approximately 26% in Fiscal 2003
from 29%% in Fiscal 2002 due to the Company increased tax provision in Fiscal
2003 compared to Fiscal 2002 as well as the previously-mentioned legal costs.

Liquidity and Capital Resources

Our cash balance increased to $2,378,848 for Fiscal 2003 from  $767,108 for
Fiscal 2002. We funded working capital requirements primarily from cash
generated from operating activities and utilized cash in investing activities
and financing activities.

Operating Activities. Cash provided by operating activities was $4,855,369 for
Fiscal 2003 compared to $1,158,015 for Fiscal 2002. The principal source of our
operations revenue is from sales of Internet Yellow Page advertising. The
increase in cash provided from operations resulted from an increase in net
profit offset by an increase in our accounts receivable, deferred income taxes
and customer acquisition costs which also increased as a result of our increased
profitability and the continuation of  our direct mail marketing solicitation
effort.

Investing Activities. Cash used by investing activities was $2,891,631 for
Fiscal 2003 compared to $244,077 for Fiscal 2002. Advances to affiliates
increased to $1,893,131 in Fiscal 2003 compared to $116,757 in Fiscal 2002. As
described under "RECENT DEVELOPMENTS," advances to affiliates are expected to
cease in Fiscal 2004.  We intend to institute a quarterly $0.01 per share
dividend on our common stock at that time. In Fiscal 2003, we purchased $736,955
of equipment compared to $77,632  in Fiscal 2002. Increased computer purchases
in Fiscal 2003 resulted from the previously described upgrade to our information
technology systems as well as the establishment of our Quality Assurance and
Outbound efforts.  We do expect capital expenditures to increase at this same
growth rate in the future. Expenditures for intellectual property increased to
$261,545 in Fiscal 2003 compared to $49,688 in Fiscal 2002. This increase
primarily resulted from the licensing of the YP.Com URL from OnRamp Access, Inc.

Financing Activities. Cash flows used from financing activities were $351,998
for Fiscal 2003 compared to $830,677 for Fiscal 2002. Regarding debt proceeds,
we borrowed $378,169 in Fiscal 2003 from two credit facilities.  These credit
facilities are maintained primarily for safety and security back-up purposes as
our cash flow is generally more than sufficient to maintain and grow the
business. In Fiscal 2003, we


<PAGE>
established a Trade Acceptance Draft program with Actrade Financial Technologies
("Actrade"), which enables us to borrow up to $150,000. A trade acceptance draft
("TAD") is a draft signed by us and made payable to the order of a vendor
providing us services.  AcTrade provides payment to the vendor and collects from
us the amount advanced to the vendor (plus interest) under extended payment
terms, generally 30, 60 or 90 days. When used, we pay a rate of one percent per
month of the amount of the TAD. There is no term to the agreement with Actrade
and either party may terminate the agreement at any time.

We understand that AcTrade is currently in Chapter 11 bankruptcy. Therefore, the
availability of this facility is uncertain. During Fiscal 2003, we 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.  During recent discussions with the Bank
of the Southwest, it was indicated to us that this credit facility will not be
renewed as a result of their desire to focus on relationships with private
rather than public companies. In Fiscal 2004, we expect to pursue other credit
facilities to replace the aforementioned credit facilities.

We incurred debt in the acquisition of the license right to the Yellow-Page.Net
URL. A total of $4,000,000 was borrowed, $2,000,000 from Joseph and Helen Van
Sickle, $1,000,000 from our shareholders and $2,000,000 as a Note from Mathew &
Markson Ltd. We had dedicated payments in the amount of $100,000 per month for
the payment of the Van Sickle note, which was paid in full in early Fiscal 2003.
The original note has been paid in full while a balance of $115,866 remains on
another note to Mathew & Markson.

We had cash outflow of $685,167 in Fiscal 2003 relating to the repayment of
borrowing on our credit facilities and the payment of $160,000 on the remaining
Van Sickle note  and cash outflow of $830,677 in Fiscal 2002 resulting from the
repayment of our credit facility relating to Mathew & Markson Ltd.

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

We market our products primarily through the use of direct mailers to businesses
throughout the United States. We generally pay for these marketing costs when
incurred and amortize the costs of direct-response advertising on a
straight-line basis over eighteen months. The amortization lives are based on
estimated attrition rates. During Fiscal 2003, we paid $4,738,790 in advertising
and marketing compared to $1,941,037 in Fiscal 2002. We anticipate the


<PAGE>
outlays for direct-response advertising to remain consistent over the next year.

We have an agreement with two of our largest shareholders, Morris & miller, Ltd.
and  Mathew and Markson, Ltd., which is memorialized in a third Amendment to the
original  Stock  Purchase Agreement.  This agreement cancels the prior revolving
lines  of  credit with these parties effective April 9, 2004 upon the payment of
the  following  final  specific  advances  to  each  of  them:

Morris & Miller, Ltd.

$275,000 on January 30, 2004
$300,000 on February 27, 2004
$500,000 on March 31, 2004
Sufficient funds to pay 3 years interest on April 9, 2004

Mathew and Markson, Ltd.

$50,000 on January 30, 2004
$100,000 on February 27, 2004
$75,000 on March 31, 2004
Sufficient funds to pay 3 years interest on April 9, 2004

Prior to December 31, 2003, we created YP Charities, an Internal Revenue Code
501(c)(3) corporation, established to make charitable contributions to worthy
causes on our behalf and to encourage other companies that are good corporate
citizens to do the same. As of this filing, we have not remitted any amounts to
YP Charities but plan to contribute $100,000 during fiscal 2004. At this time,
the Board of  Directors of YP Charities is identical to the Board of Directors
of the Company.

Certain Risk Factors Affecting Our 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


<PAGE>
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 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 a lower response rate, changes to our direct marketing  pieces
or regulatory matters discussed below.  As a consequence, operating results for
a particular quarter are extremely difficult to predict. Our ability to meet
financial expectations could also 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.

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, ACH or credit card
          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;


<PAGE>
     -    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 ability of our check processing service-providers to continue to
          process and provide billing information regarding our solicitation
          checks.

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.

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

OUR ABILITY TO EFFICIENTLY PROCESS ADVERTISER SIGN-UP'S AND BILL OUR ADVERTISERS
MONTHLY IS DEPENDENT UPON OUR CHECK PROCESSING SERVICE PROVIDERS AND BILLING
AGGREGATORS, RESPECTIVELY. The Company currently uses three check processing
companies to provide us with Advertiser information at the point of sign-up for
our IAP. One of these processors has indicated that it will be outsourcing this
function in the future. Our ability to gather information to bill our
Advertisers at the point of sign-up could be adversely affected if one or more
of these providers experienced a disruption in their operations or ceased to do
business with us.


<PAGE>
We also are dependent upon our billing aggregators to efficiently bill and
collect monies from the LEC's relating to the LEC's billing and collection of
our monthly charges from Advertisers. We currently have agreements with two
billing aggregators and are currently in the process of negotiating an agreement
with an additional billing aggregator. Any disruption in our billing aggregators
ability to perform these functions could adversely affect our financial
condition and results of operations

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 reductions in our revenue for any reason, our
margins may 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 six 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;


<PAGE>
     -    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.

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.



<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

YP.NET, INC.

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


                                                                       PAGE

INDEPENDENT AUDITORS' REPORT                                              A-2

CONSOLIDATED FINANCIAL STATEMENTS:

     Consolidated Balance Sheet at September 30, 2003                     A-3

     Consolidated Statements of Operations for the years ended
          September 30, 2003 and September 30, 2002                       A-4

     Consolidated Statements of Stockholders' Equity for the
          years ended September 30, 2003 and September 30, 2002           A-5

     Consolidated Statements of Cash Flows for the
          years ended September 30, 2003 and September 30, 2002           A-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                A-9




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

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

We  have  audited the accompanying consolidated balance sheet of YP.Net, Inc. as
of  September  30,  2003  and the related consolidated statements of operations,
stockholders'  equity  and  cash  flows  for each of the two years in the period
ended  September  30, 2003. These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of YP.Net,
Inc.  as  of  September 30, 2003, and the consolidated results of its operations
and cash flows for each of the two years in the period ended September 30, 2003,
in  conformity  with  accounting  principles generally accepted United States of
America.


  /s/ EPSTEIN, WEBER & CONOVER, P.L.C.
Scottsdale, Arizona
December 5, 2003



<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003
- -----------------------------------------------------------------------------
<S>                                                                             <C>
ASSETS:
CURRENT ASSETS
   Cash and cash equivalents                                                    $ 2,378,848
   Accounts receivable, net                                                       7,328,624
   Prepaid expenses and other current assets                                        154,276
   Deferred tax asset                                                             1,400,637
                                                                                ------------
      Total current assets                                                       11,262,385

ACCOUNTS RECEIVABLE - long term portion                                           1,123,505
CUSTOMER ACQUISITION COSTS,
    net of accumulated amortization of $2,913,776                                 3,243,241
PROPERTY AND EQUIPMENT, net                                                         731,142
DEPOSITS AND OTHER ASSETS                                                           148,310
INTELLECTUAL PROPERTY- URL, net of accumulated
  amortization of $1,868,283                                                      3,512,952
ADVANCES TO AFFILIATES                                                            2,126,204
                                                                                ------------
    TOTAL ASSETS                                                                $22,147,739
                                                                                ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
   Accounts payable                                                             $   428,423
   Accrued liabilities                                                            1,413,245
   Notes payable - current portion                                                  115,868
   Income taxes payable                                                           2,689,312
                                                                                ------------
      Total current liabilities                                                   4,646,848

DEFERRED INCOME TAXES                                                                27,864
                                                                                ------------
      Total liabilities                                                           4,674,712
                                                                                ------------

STOCKHOLDERS' EQUITY:
   Series E convertible preferred stock, $.001 par value, 200,000 shares
    authorized, 131,840 issued and outstanding, liquidation preference $39,552       11,206
   Common stock, $.001 par value, 100,000,000 shares authorized,
     55,265,136 issued, 48,560,802 outstanding                                       48,561
   Paid in capital                                                                9,057,187
   Deferred stock compensation                                                   (3,840,843)
   Treasury stock at cost                                                          (690,306)
   Retained earnings                                                             12,887,222
                                                                                ------------
      Total stockholders' equity                                                 17,473,027
                                                                                ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $22,147,739
                                                                                ============

   The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
- ----------------------------------------------------------------------

                                                      2003          2002
                                                  ------------  ------------
<S>                                               <C>           <C>

NET REVENUES                                      $30,767,444   $12,618,126
                                                  ------------  ------------

OPERATING EXPENSES:
     Cost of services                               8,357,768     3,497,678
     General and administrative expenses            8,657,690     4,754,665
     Sales and marketing expenses                   3,868,643       963,868
     Depreciation and amortization                    660,475       581,290
                                                  ------------  ------------
         Total operating expenses                  21,544,576     9,797,501
                                                  ------------  ------------

OPERATING INCOME                                    9,222,868     2,820,625
                                                  ------------  ------------

OTHER (INCOME) AND EXPENSES
     Interest expense and other financing costs        19,728        92,341
     Interest income                                 (108,995)      (17,682)
     Other expense/(income)                          (648,908)     (704,523)
                                                  ------------  ------------

     Total other income                              (738,175)     (629,864)
                                                  ------------  ------------

INCOME BEFORE INCOME TAXES                          9,961,043     3,450,489

INCOME TAX  PROVISION (BENEFIT)                     2,037,152      (245,974)
                                                  ------------  ------------

NET INCOME                                        $ 7,923,891   $ 3,696,463
                                                  ============  ============

NET INCOME PER SHARE:
  Basic                                           $      0.18   $      0.09
                                                  ============  ============

  Diluted                                         $      0.18   $      0.09
                                                  ============  ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                            45,090,877    41,474,180
                                                  ============  ============

  Diluted                                          45,090,877    41,474,180
                                                  ============  ============


        The accompanying notes are an integral part of these consolidated
                              financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
- -------------------------------------------------------------------------------------------------------


                                             COMMON STOCK      PREFERRED E               TREASURY     PAID-IN      RETAINED
                                          SHARES       AMOUNT    SHARES      AMOUNT       STOCK       CAPITAL      EARNINGS
                                          -----------  --------  -------  ------------  ----------  -----------  -----------
<S>                                       <C>          <C>       <C>      <C>           <C>         <C>          <C>

BALANCE OCTOBER 1, 2001                   40,732,180   $40,732         -  $          -  $(171,422)  $4,559,888   $1,269,340

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

   Common stock received under legal
     settlements and placed in treasury     (250,000)     (250)                                       (267,425)

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

   Series E preferred stock dividends                                                                                  (494)

   Net income                                                                                                     3,696,463
                                          -----------  --------  -------  ------------  ----------  -----------  -----------

BALANCE
    SEPTEMBER 30, 2002                    40,450,340   $40,450   131,840  $     11,206  $(171,422)  $4,290,289   $4,965,309
                                          ===========  ========  =======  ============  ==========  ===========  ===========



                                             TOTAL
                                          -----------
<S>                                       <C>

BALANCE OCTOBER 1, 2001                   $5,698,538

   Common stock issued for
     services                                  9,000

   Common stock received under legal
     settlements and placed in treasury     (267,675)

   Series E preferred stock issued
     in exchange for common shares                 -

   Series E preferred stock dividends           (494)

   Net income                              3,696,463
                                          -----------

BALANCE
   SEPTEMBER 30, 2002                     $9,135,832
                                          ===========


                                  (CONTINUED)



    The accompanying notes are an integral part of these consolidated financial
                                   statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002     (CONTINUED)
- -------------------------------------------------------------------------------------------------------------------------


                                               COMMON STOCK     PREFERRED E              TREASURY    PAID-IN       DEFERRED
                                            SHARES      AMOUNT   SHARES      AMOUNT       STOCK      CAPITAL     COMPENSATION
                                          -----------  --------  -------  ------------  ----------  ----------  --------------
<S>                                       <C>          <C>       <C>      <C>           <C>         <C>         <C>

    BALANCE OCTOBER 1, 2002               40,450,340   $40,450   131,840  $     11,206  $(171,422)  $4,290,289  $           -

  Common stock issued for
    services                               7,005,678     7,006                                         712,678

   Common stock received under legal
      settlements and placed in treasury    (468,216)     (468)                          (473,884)         468

   Common stock issued for URL               100,000       100                                          59,900

  Purchase of treasury stock                (500,000)     (500)                           (45,000)         500

  Series E preferred stock dividends

  Common stock issued in restricted
      stock plan                           1,973,000     1,973                                       3,993,352     (3,995,325)

  Amortization of deferred stock
      compensation                                                                                                    154,482

  Net income
                                          -----------  --------  -------  ------------  ----------  ----------  --------------

BALANCE
    SEPTEMBER 30, 2003                    48,560,802   $48,561   131,840  $     11,206  $(690,306)  $9,057,187  $  (3,840,843)
                                          ===========  ========  =======  ============  ==========  ==========  ==============



                                            RETAINED
                                            EARNINGS       TOTAL
                                          ------------  ------------
<S>                                       <C>           <C>

    BALANCE OCTOBER 1, 2002               $ 4,965,309   $ 9,135,832

  Common stock issued for
    services                                                719,684

   Common stock received under legal
      settlements and placed in treasury                   (473,884)

   Common stock issued for URL                               60,000

  Purchase of treasury stock                                (45,000)

  Series E preferred stock dividends           (1,978)       (1,978)

  Common stock issued in restricted
      stock plan                                                  -

  Amortization of deferred stock
      compensation                                          154,482

  Net income                                7,923,891     7,923,891
                                          ------------  ------------

BALANCE
   SEPTEMBER 30, 2003                     $12,887,222   $17,473,027
                                          ============  ============


    The accompanying notes are an integral part of these consolidated financial
                                   statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
YP.NET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
YEARS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002


CASH FLOWS FROM OPERATING ACTIVITIES:                               2003          2002
                                                                ------------  ------------
<S>                                                             <C>           <C>

  Net income                                                    $ 7,923,891   $ 3,696,463
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Depreciation and amortization                                     660,475       581,290
  Amortization of deferred stock compensation                       154,482
  Issuance of common stock as compensation for services             719,684         9,000
  Gain on settlement of debt                                        (45,362)            -
  Non-cash income recognized on return of common stock related
      to legal settlements                                         (473,884)     (267,675)
  Deferred income taxes                                          (1,465,915)      490,101
  Loss on disposal of equipment                                       6,932
  Provision for uncollectible accounts                            1,688,058     1,375,226
  Changes in assets and liabilities:
    Accounts receivable                                          (6,064,894)   (2,580,410)
    Customer acquisition costs                                   (1,825,014)   (1,224,983)
    Prepaid and other current assets                               (183,196)      (44,042)
    Deposits and other assets                                         2,415      (127,438)
    Accounts payable                                                233,027      (119,511)
    Accrued liabilities                                           1,228,470       106,069
    Income taxes payable                                          2,203,069      (736,075)
                                                                ------------  ------------
          Net cash  provided by operating activities              4,762,238     1,158,015
                                                                ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances made to affiliate                                     (1,800,000)     (116,757)
  Expenditures for intellectual property                           (261,545)      (49,688)
  Purchases of  equipment                                          (736,955)      (77,632)
                                                                ------------  ------------
          Net cash used for investing activities                 (2,798,500)     (244,077)
                                                                ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt                                                378,169             -
  Principal repayments on notes payable                            (685,167)     (830,677)
  Purchase of treasury stock                                        (45,000)            -
                                                                ------------  ------------
          Net cash used for financing activities                   (351,998)     (830,677)
                                                                ------------  ------------

INCREASE IN CASH AND CASH EQUIVALENTS                             1,611,740        83,261

CASH AND CASH EQUIVALENTS, beginning of year                        767,108       683,847
                                                                ------------  ------------

CASH AND CASH EQUIVALENTS, end of year                          $ 2,378,848   $   767,108
                                                                ============  ============

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
</TABLE>


<PAGE>
YP.NET, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS, (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2001
- -------------------------------------------------------------------------



SUPPLEMENTAL CASH FLOW INFORMATION:

                                                     2003      2002
                                                  ----------  -------

       Interest Paid                              $   11,258  $99,541
                                                  ==========  =======

       Income taxes paid                          $1,300,000  $   -0-
                                                  ==========  =======



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

                                                          2003     2002
                                                        --------  -------

Common stock issued for services                        $719,684  $ 9,000
                                                        ========  =======

Common stock  issued to purchase intellectual property  $ 60,000  $   -0-
                                                        ========  =======

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




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


<PAGE>
YP.NET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
- -----------------------------------------------

1.   ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

     The accompanying financial statements represent the consolidated financial
     position and results of operations of the Company and include the accounts
     and results of operations of the Company and Telco, its wholly owned
     subsidiary, for the years ended September 30, 2003 and September 30, 2002.
     Certain reclassifications have been made to the September 30, 2002 balances
     to conform to the 2003 presentation.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash and Cash Equivalents:  This includes all short-term highly liquid
     --------------------------
     investments that are readily convertible to known amounts of cash and have
     original maturities of three months or less. At times cash deposits may
     exceed government insured limits. At September 30, 2003, cash deposits
     exceeded those insured limits by $2,255,000.

     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 $4,739,000 and $1,941,000 during the years ended
     September 30, 2003 and 2002 respectively. The Company amortized $2,914,000
     and $719,000, respectively, of these capitalized costs during the years
     ended September 30, 2003 and 2002. The Company also analyzes these


<PAGE>
     capitalized costs for impairment and believes that there was no impairment
     of the carrying cost at September 30, 2003 on the basis of customer
     retention and revenue generated per customer.

     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 $955,000 and $248,000 for
     the years ended September 30, 2003 and 2002 respectively.

     Property and Equipment:  Property and equipment is stated at cost less
     -----------------------
     accumulated depreciation. Depreciation is recorded on a straight-line basis
     over the estimated useful lives of the assets ranging from 3 to 5 years.
     Depreciation expense was $273,340 and $178,058 for the years ended
     September 30, 2003 and 2002 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. Customer refunds are recorded as an offset to gross
     revenue.

     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.

     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.


     Financial Instruments: Financial instruments consist primarily of cash,
     ---------------------
     accounts receivable, advances to affiliates 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 carrying amount of the advances to affiliates approximates fair value
     because the Company charges what it believes are market rate interest rates
     for comparable credit risk 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.

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

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

     Stock-Based Compensation: Statements of Financial Accounting Standards No.
     ------------------------
     123, Accounting for Stock-Based Compensation, ("SFAS 123") established
     accounting and disclosure requirements using a fair-value based method of
     accounting for stock-based employee compensation. In accordance with SFAS
     123, the Company has elected to continue accounting for stock based
     compensation using the intrinsic value method prescribed by Accounting
     Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees." The proforma effect of the fair value method is discussed in
     Note 15.


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

     Recently Issued Accounting Pronouncements:  In July 2002, the FASB issued
     -----------------------------------------
     SFAS No. 146, "Accounting for Costs Associated With Exit or Disposal
     Activities". This Standard requires costs associated with exit or disposal
     activities to be recognized when they are incurred. The Company estimates
     the impact of adopting these new rules will not be material.

     In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
     Financial Institutions." SFAS No. 147 is effective October 1, 2002. The
     adoption of SFAS No. 147 did not have a material effect on the Company's
     financial statements.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative Instruments and Hedging Activities," effective for contracts
     entered into or modified after June 30, 2003. This amendment clarifies when
     a contract meets the characteristics of a derivative, clarifies when a
     derivate contains a financing component and amends certain other existing
     pronouncements. The Company believes the adoption of SFAS No. 149 will not
     have a material effect on the Company's financial statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS No. 150 is effective for financial instruments entered into or
     modified after May 31, 2003, and otherwise is effective at the beginning of
     the first interim period beginning after June 15, 2003. SFAS No. 150
     requires the classification as a liability of any financial instruments
     with a mandatory redemption feature, an obligation to repurchase equity
     shares, or a conditional obligation based on the issuance of a variable
     number of its equity shares. The Company does not have any financial
     instruments with a mandatory redemption feature. The Company believes the
     adoption of SFAS No. 150 will not have a material effect on the Company's
     financial statements.

     In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the
     requirements for a guarantor's accounting for and disclosure of certain
     guarantees issued and outstanding. The initial recognition and initial
     measurement provisions of FIN 45 are applicable to guarantees issued or
     modified after December 31, 2002. The disclosure requirements of FIN 45 are
     effective for financial statements for periods ending after December 15,
     2002. The adoption of FIN 45 did not have a significant impact on the
     Company's financial statements. See Note 10.

     In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
     Interest Entities" (FIN 46). FIN No. 46 states that companies that have
     exposure to the economic risks and potential rewards from another entity's
     assets and activities have a controlling financial interest in a variable
     interest entity and should consolidate the entity, despite the absence of
     clear control through a voting equity interest. The consolidation
     requirements apply to all variable interest entities created after January
     31, 2003. For variable interest entities that existed prior to February 1,
     2003, the consolidation requirements are effective for annual or interim
     periods beginning after June 15, 2003. Disclosure of significant variable
     interest entities is required in all financial statements issued after
     January 31, 2003, regardless of when the variable interest was created. The
     Company is presently reviewing arrangements to determine if any variable
     interest entities exist but does not anticipate the adoption of FIN 46 will
     have a significant impact on the Company's financial statements.


3.   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.  Net accepted billings are


<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.  The Company processes
its billings through two primary billing companies.

     EBillit, Inc. ("EBI") provides the majority of the Company's billings,
     collections, and related services. The net receivable due from EBillit at
     September 30, 2003 was $6,457,998 net of an allowance for doubtful accounts
     of $2,269,027. The net receivable from EBI at September 30, 2003,
     represents approximately 76% of the Company's total net accounts receivable
     at September 30, 2003.

Subscription receivables that are directly billed by the Company are valued and
reported at the estimated future collection amount. Determining the expected
collections requires an estimation of both uncollectible accounts and refunds.
The net subscriptions receivable at September 30, 2003 was $214,994.

Accounts receivable at September 30, 2003 is summarized as follows:


<TABLE>
<CAPTION>
                                   Current      Long-Term      Total
                                 ------------  -----------  ------------
<S>                              <C>           <C>          <C>
Gross accounts receivable        $10,317,029   $1,518,251   $11,835,280
Allowance for doubtful accounts   (2,988,405)    (394,746)   (3,383,151)
                                 ---------------------------------------
    Net                          $ 7,328,624   $1,123,505   $ 8,452,129
                                 =======================================
</TABLE>

Certain receivables have been classified as long-term because issues arise
whereby the billing companies change holdback terms and collection experience is
such that collection can extend beyond one year.

4.   INTELLECTUAL PROPERTY

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

     The Company made a $3,000,000 cash payment and issued a note payable for
     $2,000,000 to acquire the licensing rights of the URL. The Company also
     issued 2,000,000 shares of its common stock to be held as collateral on the
     note. The note payable was originally due on July 15, 1999. The Company
     failed to make the $2,000,000 payment when due. The repayment terms were
     renegotiated to extend the due date to January 15, 2000. The Company was
     required to pay an


<PAGE>
     extension fee of $200,000 at that time. The Company again renegotiated the
     repayment terms on April 26, 2000, to a demand note, with monthly
     installments of $100,000, subject to all operating requirements, which,
     management believes, have subsequently been met by the Company.

     In the year ended September 30, 2002, the former URL holder claimed that it
     was due additional amounts for the prior loan extensions. The Company
     reached a settlement with the former URL holder that required the Company
     to issue to the former URL holder, 4,000,000 shares of the Company's common
     stock, warrants to purchase 500,000 shares of the Company's common stock
     and a note payable for $550,000. The Company recorded an expense of
     approximately $917,000 related to the settlement representing the principal
     amount of the note payable, $360,000 as the fair value of the 4,000,000
     common shares and $7,176 as the fair value of the warrants. The value of
     the common stock was determined on the basis of the quoted trading price of
     the shares on the date of the agreement. The fair value of the warrants was
     determined on the using the Black-Scholes option pricing model.

     The URL is recorded at its cost net of accumulated amortization. Management
     believes that the Company's business is dependent on its ability to utilize
     this URL given the recognition of the Yellow page term. Also, its current
                                           -----------
     customer base relies on the recognition of this term and URL as a basis for
     maintaining the subscriptions to the Company's service. Management believes
     that the current revenue and cash flow generated through use of
     Yellow-page.net supports the carrying of the asset. The Company
     ---------------
     periodically analyzes the carrying value of this asset to determine if
     impairment has occurred. No such impairments were identified during the
     year ended September 30, 2003. The URL is amortized on an accelerated basis
     over the twenty-year term of the licensing agreement. Amortization expense
     on the URL was $387,135 and $403,232 for the years ended September 30, 2003
     and 2002 respectively.

     During the year ended September 30, 2003, the Company acquired a three year
     license for the domain name, "YP.com" for $250,000 cash and 100,000 shares
     of the Company's common stock valued at $60,000.

     The following summarizes the estimated future amortization expense related
     to intangible assets:


<TABLE>
<CAPTION>
     Years ended September 30,
<S>                                               <C>
                       2004                       $  431,022
                       2005                          398,528
                       2006                          343,986
                       2007                          236,212
                       2008                          213,035
                 Thereafter                        1,890,169
                                                  ----------

                      Total                       $3,512,952
                                                  ==========
</TABLE>



<PAGE>
5.   PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at September 30, 2003:

<TABLE>
<CAPTION>
<S>                                           <C>
         Leasehold improvements               $  376,287
         Furnishings and fixtures                167,706
         Office and computer equipment           857,869
                                              -----------
           Total                               1,401,862
           Less accumulated depreciation        (670,720)
                                              -----------

                 Property and equipment, net  $  731,142
                                              ===========
</TABLE>



6.   NOTES PAYABLE AND LINE OF CREDIT

     Notes payable at September 30, 2003 are comprised of the following:

          Note payable to former Telco stockholders, original
          balance of $550,000, interest at 10.5% per annum.
          Repayment terms require monthly installments of
          principal and interest of $19,045 beginning December
          15, 2002. Stated maturity September 25, 2004.
          Collateralized by all assets of the Company.             $  115,868
                                                                   ==========


     The note payable to the former Telco stockholders totaled $550,000 at the
     beginning of the fiscal year ending September 30, 2002. In accordance with
     instructions that the Company received from said stockholders, the Company
     has made payments to third parties on behalf of the stockholders and
     applied those payments as reductions to the note payable. Said stockholders
     are not a part of management or on the Board of Directors of the Company.
     Payments on the note were accelerated at the option of the Company.
     Although the note calls for monthly payments of $19,045, the Company would
     not be required to make another payment until February 2004 under the
     original repayment provisions of the note. The full remaining balance of
     $115,868 is due in the year ended September 30, 2004.


7.   PROVISION FOR INCOME TAXES

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

     During the years ended September 30, 2003 and 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. The Company also amended prior year tax returns
     reflecting a higher net operating loss carryforward that had initially been
     estimated. The additional net operating loss carryforwards previously not
     recognized resulted in an income tax benefit of $979,000 that was utilized
     to offset some of the income tax provision for the year ended September 30,
     2003. Additionally, as a result of these changes and the elimination of the
     valuation allowance an income tax benefit of $1,614,716 was recognized for
     the year ended September 30, 2002. At September 30, 2003 the Company had a
     federal net operating loss carryforward of $2,880,000 and no state net
     operating losses. Those operating loss carryforwards expire in 2019 and
     2020.


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

<TABLE>
<CAPTION>
                                  2003         2002
                              ------------  ----------
<S>                           <C>           <C>

Current Provision             $ 3,503,067   $ 486,243
Deferred (Benefit) Provision   (1,465,915)   (732,217)
                              ------------------------

Net income tax provision      $ 2,037,152   $(245,974)
                              ========================
</TABLE>


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

<TABLE>
<CAPTION>
                                          2003                 2002
                                          ----                 ----
<S>                                 <C>           <C>    <C>           <C>
Federal statutory rates             $ 3,387,140     34%  $ 1,173,166     34%
State income taxes                      119,546      1%      241,534      7%
Utilization of valuation allowance            -      -    (1,471,141)  (43)%
Change in estimate of NOL due to
  changes in structuring and state
  income tax rates used              (1,465,381)  (15)%     (143,575)   (4)%
Other                                    (4,153)     -       (45,958)   (1)%
                                    ----------------------------------------
Effective rate                      $ 2,037,152     20%  $  (245,974)   (7)%
                                    ========================================
</TABLE>

At September 30, 2003, deferred income tax assets and liabilities were comprised
of:

<TABLE>
<CAPTION>
<S>                                                       <C>
     Deferred Income Tax Assets:
      Book/tax differences in accounts receivable         $1,184,103
      Deferred compensation                                  372,532
      Book/tax differences in intangible assets               72,140
      Net operating loss carryforward                        979,138
                                                          ----------
         Total deferred income tax asset                   2,607,913
                                                          ----------

     Deferred Income Tax Liabilities:
      Book/tax differences in depreciation                   100,006
      Book/tax differences in customer acquisition costs   1,135,134
                                                          ----------
          Total deferred income tax liability              1,235,140
                                                          ----------

        Net income tax asset                              $1,372,773
                                                          ==========
</TABLE>


During the year ended September 30, 2003, the Company moved certain operations
and revenue generating assets to a state without corporate income taxes thereby
reducing the statutory rate used for state income taxes.

During the year ended September 30, 2002, the valuation allowance was reduced by
$1,471,000.

8.   LEASES

     The Company leases its office space and certain equipment under long-term
     operating leases expiring through fiscal year 2006. Rent expense under
     these leases was $222,418 and $145,052 for the years ended September 30,
     2003 and 2002, respectively.


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

               2004      $  427,597
               2005         383,679
               2006         292,125
                         ----------

               Total     $1,103,401
                         ==========

9.   STOCKHOLDERS' EQUITY

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

The Company has historically granted shares of its common stock to officers,
directors and consultants as payment for services rendered. The value of those
shares was determined based on the trading value of the stock at the dates on
which the agreements were made for the services. During the year ended September
30, 2003, the Company issued 6,300,000 shares of common stock to officers and
directors, or entities controlled by those individuals, valued at $478,750.
Additionally, shares were granted under the Company's Restricted Stock Plan (see
Note 14).

During the year ended September 30, 2002, the Company issued 100,000 shares of
common stock to officers, directors and consultants valued at $9,000

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

The Company made claims against numerous parties for return of common shares
issued to consultants by former management. Some of these claims resulted in
litigation. During the years ended September 30, 2003 and 2002, the Company
settled with several of those parties resulting in 468,216 and 250,000 shares in
2003 and 2002, respectively, of the Company's common stock being returned and
placed in treasury. These transactions have been recognized as other income of
$473,884 and $267,675 in the accompanying statements of operations for the years
ended September 30, 2003 and 2002, respectively. The rescissions of the
underlying consulting agreements and return of the common stock were recorded at
the value of the original transactions that were rescinded, that is, the
recorded expense for the original issuance of the shares was, in effect,
reversed in the years ended September 30, 2003 and 2002. The majority of the
shares were originally issued as consideration under consulting agreements
entered into in the years ended September 30, 1999 and 2000.

Common Stock Issued for URL
- ---------------------------

     During the year ended September 30, 2003, the Company acquired a three year
     license for the domain name, "YP.com" for $250,000 cash and 100,000 shares
     of the Company's common stock valued at $60,000.

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

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


<PAGE>
after two years from issuance, to convert them into common shares on a
one-to-one basis together with payment of $0.45 per converted share.

During the year ended September 30, 2002, pursuant to an existing tender offer,
holders of 131,840 shares of the Company's common stock exchanged said shares
for an equal number of the Series E Convertible Preferred shares, at the then
$0.085 market value of the common stock. As of September 30, 2003, the
liquidation preference value of the outstanding Series E Convertible Preferred
Stock was $39,552, and dividends totaling $2,472 had been accrued associated
with said shares.


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

The Company typically retains the shares acquired in settlements and rescissions
of the consulting agreements discussed above as treasury stock. During the year
ended September 30, 2003, the Company acquired 468,216 shares of its common
stock in rescissions of such agreements. Those shares are recorded at the value
at which they were originally issued. Also, during the year ended September 30,
2003, the Company acquired 500,000 shares of its common stock from a former
consultant to the Company for $45,000, which was the approximate trading value
of those shares at the time the settlement was reached. At September 30, 2003,
there were 6,704,334 shares of stock held in treasury.


10.  COMMITMENTS AND CONTINGENCIES

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

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

The "Put" feature has renegotiated and retired. As part of the renegotiated
settlement, the Company provided a credit facility of up to $20,000,000 to the
former Telco shareholders, collateralized by the stock held by these
shareholders, with interest at least 0.25 points higher than the Company's
average cost of borrowing. Additional covenants warrant that no more that
$1,000,000 can be advanced at any point in time and no advances can be made in
excess with out allowing at least 30 days operating cash reserves or if the
Company is in an uncured default with any of its lenders. At September 30, 2003,
the Company had advanced $2,126,204 under this agreement. The former Telco
shareholders have been making interest payments on the advances but, as allowed
under the agreement, have not made any principal repayments.

Subsequent to September 30, 2003, the Company and the former Telco shareholders
agreed to amend the arrangement whereby the Company will be required to advance
only an additional $3,300,000 through April 2004 and the ability to draw on that
facility will cease at that time. However, the Company made a commitment in
connection with that amendment to begin paying dividends to all of its common
stockholders in the fiscal year ended September 30, 2004.

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


<PAGE>
The Company has entered into a customer billing service agreement with EBillit,
Inc. (EBI). EBI provides billing and collection and related services associated
to the telecommunications industry. The agreement term is for two years,
automatically renewable in two-year increments unless appropriate notice to
terminate is given by either party. The agreement will automatically renew on
September 1, 2005, unless either party gives notice of termination 90 days prior
to that renewal date. Under the agreement, EBI bills, collects and remits the
proceeds to Telco net of reserves for bad debts, billing adjustments, telephone
company fees and EBI fees. If either the Company's transaction volume decreases
by 25% from the preceding month, less than 75% of the traffic is billable to
major telephone companies, EBI may at its own discretion increase the reserves
and holdbacks under this agreement. EBI handles all billing information and
collection of receivables. The Company's cash receipts on trade accounts
receivable are dependent upon estimates pertaining to holdbacks and other
factors as determined by EBI. EBI may at its own discretion increase the
reserves and holdbacks under this agreement.

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

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

Line of Credit Facilities
- -------------------------

The Company has a line of credit arrangement with a financial institution for a
total of $250,000. Interest on borrowings is at the prime rate plus 0.5% The
facility expires in May 2004. There were no outstanding borrowings under this
arrangement at September 30, 2003.

The Company also has a facility to borrow from a financial institution that
allows borrowings based on qualifying trade accounts receivable. The advances
made under the arrangement are made on a basis of individually negotiated
transactions. The advances are generally short-term, being repaid within 30 to
60 days. Advances are limited to $150,000 and accrued interest at an effective
rate of 1% per month. There is no specified expiration date on the facility.
There were no outstanding borrowings under this arrangement at September 30,
2003.

Other
- -----

The Company's Board of Directors has committed the Company 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 September 30, 2003, the Company has paid $732,500 on behalf of its CEO
relative to this matter. This amount is presented as compensation expense within
general and administrative expenses in the accompanying statement of operations
for the year ended September 30, 2003. The Company believes that all civil
actions against the CEO related to this matter have been dismissed subsequent to
September 30, 2003. However, additional legal costs will be incurred to address
all matters in finalizing this issue and, 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. There can be no assurance that the Company may not be
named a defendant in this action in the future.

The Company has entered into "Executive Consulting Agreements" with four
entities controlled by four of the Company's officers individually. These
agreements call for fees to be paid for the services provided by these
individuals as officers of the Company as well as their respective staffs. These
agreements are not personal service contracts of these officers individually.
The agreements extend through 2007 and require annual performance bonuses that
aggregate up to approximately $320,000 depending upon available cash and meeting
of certain performance criteria.


<PAGE>
The Company is named as a defendant in proceedings that including alleged
wrongful discharge of certain former employees and a purported class action
proceeding related to the Company's mailings of marketing materials. The Company
intends to defend these actions and does not believe that these claims have
merit nor will the resolution of such have a material adverse effect on the
Company's financial condition and results of operations.

The Company has entered into several agreements with third parties to distribute
and enhance the services its provides to its customers. These agreements have
terms for up to three years and call for payments of approximately $110,000 per
month. Generally these agreements are cancelable within 30 to 60 days upon
written notice from either party.



11.  NET INCOME PER SHARE

     Net income per share is calculated using the weighted average number of
     shares of common stock outstanding during the year. Preferred stock
     dividends are subtracted from the net income to determine the amount
     available to common shareholders. There were $1,978 and $494 preferred
     stock dividends in the years ended September 30, 2003 and 2002,
     respectively. Warrants to purchase 500,000 shares of common stock were
     excluded from the calculation for the year ended September 30, 2002. The
     exercise price of those warrants was greater than the average trading value
     of the common stock and therefore inclusion of such would be anti-dilutive.
     Also excluded from the calculation were 131,840 shares of Series E
     Convertible Preferred Stock issued during the year ended September 30,
     2002, which are considered anti-dilutive due to the cash payment required
     by the holders of the securities at the time of conversion.

     The following presents the computation of basic and diluted loss per share
     from continuing operations:

<TABLE>
<CAPTION>
                                                   2003                             2002
                                                   ----                             ----
                                                              Per
                                      Income       Shares    Share     Income       Shares    Per share
                                    -----------  ----------  ------  -----------  ----------  ----------
<S>                                 <C>          <C>         <C>     <C>          <C>         <C>

     Net  Income                    $7,923,891                       $3,696,463
     Preferred stock dividends          (1,978)                            (494)
                                    -----------                      -----------

     Income available to common
      Stockholders                  $7,921,913                       $3,695,969
                                    ===========                      ===========
     BASIC EARNINGS PER SHARE:

     Income available to common
     stockholders                   $7,921,913   45,090,877  $ 0.18  $3,695,969   41,474,180  $     0.09
                                    ===========              ======  ===========              ==========

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

     DILUTED EARNINGS PER SHARE     $7,921,913   45,090,877  $ 0.18  $3,695,969   41,474,180  $     0.09
                                    ===========              ======  ===========              ==========
</TABLE>


12.  RELATED PARTY TRANSACTIONS

During the years ended September 30, 2003 and 2002, the Company entered into the
related party transactions with Board members, officers and affiliated entities
as described below:

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

Board of Director fees for the years ended September 30, 2003 and 2002 were
$160,000 and $101,120 respectively. These amounts are in addition to the amounts
discussed below.  At September 30, 2002, $40,000 of


<PAGE>
the 2002 amount was accrued but unpaid. The Company also granted 50,000 shares
of common stock to a director as part of their Board of Director fees for the
year ended September 30, 2002.

During the year ended September 30, 2002, the Company had made loans to its
Chief Executive Officer and its former Chief Financial Officer.  The Board of
Directors approved the loans as part of the officers' respective compensation
packages. The loans carried an 8% interest rate and were collateralized by
shares of Company common stock owned by the officers' valued at the greater of
$1.00 per share or the current market price of the shares.  The loans to the CEO
and former CFO totaled approximately $200,000 and $17,000 respectively. At
September 30, 2002, the loan to the CEO was repaid.  In May 2002, the former CFO
resigned.

The CEO, Executive Vice President of Marketing, Corporate Secretary/Vice
President of Corporate Image and CFO are paid for their services and those of
their respective staffs through separate entities controlled by these
individuals which pre-date their association with the Company. The following
describes the compensation paid to these entities.

     Sunbelt Financial Concepts, Inc.
     --------------------------------

     Sunbelt Financial Concepts, Inc. ("Sunbelt") provides the services of the
     Chairman and CEO and his staff to the Company.

     Sunbelt provides the strategic and overall planning as well as the
     operations management to the Company. Sunbelt's team is experienced in all
     areas of management and administration.

     During the year ended September 30, 2003, the Company paid and accrued a
     total of approximately $1,925,000 to Sunbelt. That amount includes $410,054
     as reimbursement of legal fees incurred by Sunbelt related to the personal
     legal matters discussed in Note 10. Also included in that amount is
     $589,000 in fees for services rendered by Sunbelt. Additionally, the CEO
     and Sunbelt were awarded grants of the Company's common stock valued at
     approximately $603,000. Approximately $443,322 (including the taxes on
     these amounts) of the total remains accrued at September 30, 2003.

     Advertising Management Specialists, Inc.
     ----------------------------------------

     Advertising Management Specialists, Inc. ("AMS") provides the services of
     the Executive Vice President of Marketing, a Director of the Company, and
     his staff to the Company. AMS is a marketing and advertising company
     experienced in designing Direct Marketing Pieces, insuring compliance with
     regulatory authorities for those pieces and designing new products that can
     be mass marketed through the mail. AMS' president is a director of the
     Company.

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

     Total amount paid and accrued to this director and AMS during the year
     ended September 30, 2003 was $957,000. Of that amount, $477,000 was
     compensation for services and a stock award valued at $480,000. Of the
     total, $125,816 is accrued at September 30, 2003.

     Advanced Internet Marketing, Inc.
     ---------------------------------

     Advanced Internet Marketing, Inc. ("AIM") provides the services of the Vice
     President of Corporate Image, a Director of the Company, and his staff to
     the Company.

     The Company outsources the design and marketing of it's website on the
     World Wide Web to AIM. AIM's team of


<PAGE>
     designers are experienced in all areas of web design and has created all of
     the Company's logos and images for branding.

     The total amount paid and accrued to AIM during the year ended September
     30, 2003 was $754,750. Of that amount, $274,750 was compensation for
     services and a stock award valued at $480,000. Of the total, $98,294 is
     accrued at September 30, 2003.

     MAR & Associates
     ----------------

     The services of the Company's Chief Financial Officer and his staff are
     paid to MAR & Associates ("MAR"). The total amount paid and accrued to MAR
     during the year ended September 30, 2003 was $851,000. Of that amount,
     $215,000 was compensation for services and a stock award valued at
     $636,000. Of the total, $46,198 is accrued at September 30, 2003.

     Other
     -----

     The Company made additional advances to former Telco shareholders of
     $1,800,000 during the year ended September 30, 2003. Interest earned on
     these advances was $92,245 for the year ended September 30, 2003. Advances
     to affiliates are summarized as follows at September 30, 2003:

          Morris & Miller        $1,089,485
          Mathew & Markson        1,036,719
                                 ----------
          Total                  $2,126,204
                                 ==========

     On December 22, 2003, the Company entered into an agreement with the former
     Telco shareholders that terminates the line of credit agreement effective
     April 9, 2004.

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

     The Company has contracted with Simple.Net, Inc. ("SN"), an internet
     service provider owned by a director of the Company, to provide internet
     dial-up and other services to its customers. SN has sold said services to
     the Company at below market rate prices from time to time. During the years
     ended September 30, 2003 and 2002, the Company paid SN approximately
     $419,000 and $55,000, respectively for said services. At September 30,
     2003, $80,000 due SN was accrued in accounts payable.

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

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

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

     For the years ended September 30, 2003 and 2002, the Company recorded
     revenues of approximately $618,611 and $300,901, respectively, from SN for
     these services.

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



13.  CONCENTRATION OF CREDIT RISK


<PAGE>
The Company maintains cash balances at banks in Arizona.  Accounts are insured
by the Federal Deposit Insurance Corporation up to $100,000.  At September 30,
2003, the Company had bank balances exceeding those insured limits of
$2,255,000.

Financial instruments that potentially subject the Company to concentrations of
credit risk are primarily trade accounts receivable.  The trade accounts
receivable are due primarily from business customers over widespread
geographical locations within the LEC billing areas across the United States.
The Company historically has experienced significant dilution and customer
credits due to billing difficulties and uncollectible trade accounts receivable.
The Company estimates and provides an allowance for uncollectible accounts
receivable.  The handling and processing of cash receipts pertaining to trade
accounts receivable is maintained primarily by two third party billing
companies.  The Company is dependent upon these billing companies for collection
of its accounts receivable.  As discussed in Note 3, the net receivable due from
a single billing services provider at September 30, 2003 was $6,457,998, net of
an allowance for doubtful accounts of $2,269,027.  The net receivable from that
billing services provider at September 30, 2003, represents approximately 76% of
the Company's total net accounts receivable at September 30, 2003.


14.  STOCK BASED COMPENSATION

     From time to time, the Company issues stock options to executives, key
     employees and members of the Board of Directors. The Company has adopted
     the disclosure-only provisions of Statement of Financial Accounting
     Standards No. 123, "Accounting for Stock-Based Compensation," and continues
     to account for stock based compensation using the intrinsic value method
     prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
     Stock Issued to Employees". Accordingly, no compensation cost has been
     recognized for stock options granted to employees. There were no options
     granted in the years ended September 30, 2003 and 2002 nor was there any
     additional vesting of options previously granted.

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

     During the year ended September 30, 2003, the Company's Board of Directors
     and a majority of it shareholders voted to terminate 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. Substantially all Company employees are
     eligible to participate in the 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. The value of the shares granted was $2.02 per share, the trading
     value of the shares on the grant date. The Company deferred the expense and
     is recognizing the expense over the vesting periods. During the year ended
     September 30, 2003, the Company expensed $154,482 under the 2003 Plan. Of
     the 2,048,000 granted in August 2003, 75,000 of those shares were forfeited
     unvested as of September 30, 2003.

     Under the Employee Incentive Stock Option Plan approved by the stockholders
     in 1998, the total number of shares of common stock that may be granted is
     1,500,000. The plan provides that shares granted come from the
     Corporation's


<PAGE>
     authorized but unissued common stock. The price of the options granted
     pursuant to this plan shall not be less than 100 percent of the fair market
     value of the shares on the date of grant. The options expire from five to
     ten years from date of grant. At September 30, 2002, the Company had
     granted an aggregate of 1,212,000 options under this plan, all of which had
     expired as of September 30, 2001.

     In addition to the Employee Incentive Stock Option Plan, the Company will
     occasionally grant options to consultants and members of the board of
     directors under specific stock option agreements. There were no such
     options granted in the years ended September 30, 2003 and 2002.

     At September 30, 2003, there were no options exercisable or outstanding. No
     options were granted in the years ended September 30, 2003 and 2002.

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

<TABLE>
<CAPTION>
                                               2003                2002
                                               ----                ----
                                                    Weighted            Weighted
                                                     Average             Average
                                                    Exercise            Exercise
                                                      Price               Price
                                                    ---------           ---------
<S>                                        <C>      <C>        <C>      <C>

     Warrants outstanding at beginning of
     year                                  500,000  $    2.12  500,000  $    2.12
     Granted                                   -0-                 -0-
     Expired                                   -0-                 -0-
     Exercised                                 -0-                 -0-
                                           --------------------------------------
        Outstanding at September 30,       500,000  $    2.12  500,000  $    2.12
                                           ======================================
</TABLE>

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

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

The 500,000 warrants outstanding at September 30, 2003, expire in September
2006.


15.  EMPLOYEE BENEFIT PLAN

     The Company maintains a 401(k) profit sharing plan for its employees.
     Employees are eligible to participate in the plan upon reaching age 21 and
     completion of three months of service. The Company made contributions of
     $5,427 and $3,400 to the plan for the years ended September 30, 2003 and
     2002, respectively.


16.  OTHER INCOME

     Other income for the years ended September 30, 2003 and 2002, includes
     gains of $473,884 and $267,000, respectively related to the rescission of a
     consulting contracts. Additionally, other income for the year ended
     September 30, 2003 includes $618,000 of income earned from an affiliate for
     technical services provided to that


<PAGE>
     affiliate. The total income is reduced by expenses incurred in other legal
     settlements. Also, in the year ended September 30, 2002, is a gain of
     $130,000, net of legal costs, resulting from the settlement of a dispute
     with one of the Company's former billing companies.


                                *  *  *  *  *  *





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

Not Applicable.

ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with an objective of
ensuring that information required to be disclosed in our periodic reports filed
with the Securities and Exchange Commission, such as this Annual Report on Form
10-KSB, is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission. Disclosure controls are
also designed with an objective of ensuring that such information is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, in order to allow timely consideration regarding
required disclosures.

The evaluation of our disclosure controls by our principal executive officer and
principal financial officer included a review of the controls' objectives and
design, the operation of the controls, and the effect of the controls on the
information presented in this Annual Report. Our management, including our chief
executive officer and chief financial officer, does not expect that disclosure
controls can or will prevent or detect all errors and all fraud, if any. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Also, projections of any evaluation of the disclosure controls and
procedures to future periods are subject to the risk that the disclosure
controls and procedures may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Based on their review and evaluation as of a date within 90 days of the filing
of this Form 10-KSB, and subject to the inherent limitations all as described
above, our principal executive officer and principal financial officer have
concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are
effective.  They are not aware of any significant changes in our disclosure
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

                                    PART III


Certain information required by Part III is omitted from this Annual Report on
Form 10-K in that the Registrant will file its definitive Proxy Statement for
its 2004 Annual Meeting of Shareholders to be held on April 2, 2004, pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended (the "2004
Proxy Statement"), not later than 120 days after the end of the fiscal year
covered by this Annual Report, and certain information included in the 2004
Proxy Statement is incorporated herein by reference.

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS

Information regarding directors and executive officers of the Company and the
disclosure required by Item 405 of Regulation S-B concerning Section 16(a)
Beneficial Ownership Reporting Compliance is set forth under the captions
"Election of Directors," "Executive Officers and Compensation" and "Section
16(a) Beneficial Ownership Reporting Compliance" in the 2004 Proxy Statement
incorporated by reference into this Form 10-KSB, which will be filed with the
Commission within 120 days after the end of the Company's fiscal year covered by
this Annual Report.


<PAGE>
Code Of Ethics

We have not yet adopted a corporate code of ethics. Our board of directors is
considering, over the next year, establishing a code of ethics to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code

ITEM 10.  EXECUTIVE COMPENSATION

Information regarding director and executive compensation is set forth under the
captions "Election of Directors" and "Executive Officers and Compensation" in
the 2004 Proxy Statement, which information is incorporated in this Form 10-KSB
by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners and
management is set forth under the caption "Security Ownership of Principal
Stockholders and Management" in the 2004 Proxy Statement, which information is
incorporated in this Form 10-KSB by reference.

Equity Compensation Plan Information

We maintain the 2003 Stock Plan (the "2003 Plan") pursuant to which we may grant
equity  awards to eligible persons.  The following table gives information about
equity  awards  under  the  Company's  2003  Plan.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                    (a)                    (b)                     (c)
- -------------------------  ---------------------  ---------------------  ------------------------
Plan category              Number of securities     Weighted-average       Number of securities
- -------------                to be issued upon      exercise price of    remaining available for
                                exercise of       outstanding options,    future issuance under
                           outstanding options,    warrants and rights     equity compensation
                            warrants and rights    -------------------       plans (excluding
                            -------------------                          securities reflected in
                                                                               column (a))
                                                                               -----------
- -------------------------  ---------------------  ---------------------  ------------------------
<S>                        <C>                    <C>                    <C>
Equity compensation plans          2,048,000 [2]  N/A                                     952,000
 approved by
 security holders [1]
- -------------------------  ---------------------  ---------------------  ------------------------
Equity compensation plans                  0      N/A                                           0
 not approved by
 security holders
- -------------------------  ---------------------  ---------------------  ------------------------
Total                              2,048,000      N/A                                     952,000
- -------------------------------------------------------------------------------------------------
<FN>

(1) The 2003 Stock Plan was approved by written consent of a majority of the Company's stockholders
on July 21, 2003.

(2)  This  number  represents  the number of shares of restricted stock granted to eligible persons
under  the  2003  Plan.
</TABLE>


<PAGE>
Our 2003 Stock Plan

During the year ended September 30, 2002, our 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 our common stock authorized under the 2002 Plan, which were to come
from our authorized but unissued common stock. On June 30, 2003 and July 21,
2003, respectively, our Board of Directors and a majority of our shareholders
terminated the 2002 Plan and approved our 2003 Stock Plan. The 3,000,000 shares
of common stock previously allocated to the 2002 Plan were re-allocated to the
2003 Plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions of
management is set forth under the caption "Certain Relationships and Related
Transactions" in the 2004 Proxy Statement, which information is incorporated in
this Form 10-KSB by reference.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are either attached hereto or incorporated herein by
     reference as indicated:

<TABLE>
<CAPTION>
Exhibit                 Description                    Previously Filed as Exhibit         File        Date
- -------  -----------------------------------------  ----------------------------------  ----------  ----------
Number                                                                                    Number    Previously
- -------                                                                                 ----------  ----------
                                                                                                      Filed
                                                                                                    ----------
<S>      <C>                                        <C>                                 <C>         <C>

3.1      Certificate of Restated Articles of        Exhibit 3.1 to the Registrant's      000-24217      5/6/98
         Incorporation of Renaissance               Registration Statement on Form
         International Group, Ltd.                  10SB12G

3.2      Certificate of Amendment to the            Exhibit 3.2 to the Registrant's      000-24217     9/19/00
         Articles of Incorporation of Renaissance   Annual Report on Form 10-KSB
         International Group, Ltd. changing the     for the fiscal year ended
         name of the corporation to RIGL            September 30, 1999
         Corporation and increasing the
         authorized shares of common stock, par
         value $.001 per share

3.3      Restated Articles of Incorporation of      Attached hereto
         RIGL Corporation creating Series B
         Convertible Preferred Stock

3.4      Certificate of Amendment to the            Attached hereto
         Articles of Incorporation of RIGL
         Corporation changing the name of the
         corporation to YP.Net, Inc.


<PAGE>
         Certificate of Amendment to the
         Articles of Incorporation of YP.Net, Inc.
3.5      increasing the authorized shares of        Exhibit 4.1(a) to the Registrant's  333-107721      8/7/03
         capital stock, par value $.001 per share   Registration Statement on Form
         and creating the Series C and Series D     S-8
         Preferred Stock

3.6      Certificate of Designation creating the    Exhibit 3.7 to Amendment No.         000-24217      7/8/03
         Series E Convertible Preferred Stock       2 to the Registrant's Annual
                                                    Report on Form 10-KSB/A for
                                                    the fiscal year ended September
                                                    30, 2002

3.7      By-laws of Renaissance International       Exhibit 3.2 to the Registrant's      000-24217      5/6/98
         Group, Ltd.                                Registration Statement on Form
                                                    10SB12G

3.8      Amended By-laws                            Exhibit 3.6 to the Registrant's      000-24217     9/19/00
                                                    Annual Report on Form 10-KSB
                                                    for the fiscal year ended
                                                    September 30, 1999

10.1     YP.Net, Inc. 2003 Stock Plan               Exhibit 99.1 to the Registrant's    333-107721      8/7/03
                                                    Registration Statement on Form
                                                    S-8

10.2     Standard Industrial/Commercial Multi-      Exhibit 10.5 to the Registrant's     000-24217     9/19/00
         Tenant Lease for Mesa facility between     Annual Report on Form 10-KSB
         the Registrant and Art Grandlich, d/b/a    for the fiscal year ended
         McKellips Corporate Square                 September 30, 1999

10.3     Amendment No. 1 to Standard                Exhibit 10.14 to Amendment           000-24217      7/8/03
         Industrial/Commercial Multi-Tenant         No. 2 to the Registrant's Annual
         Lease for Mesa facility between the        Report on Form 10-KSB/A for
         Registrant and Art Grandlich, d/b/a        the fiscal year ended September
         McKellips Corporate Square                 30, 2002

10.4     Standard Industrial Lease for Nevada       Attached hereto
         facility between the Registrant and
         Tomorrow 33 Convention, LP dated
         August 13, 2003

10.5     Credit Facility between the Registrant     Exhibit 10.27 to Amendment           000-24217      7/8/03
         and Bank of the Southwest                  No. 1 to the Registrant's
                                                    Quarterly Report on Form 10-
                                                    QSB/A for the fiscal quarter
                                                    ended March 31, 2003


<PAGE>
10.6     Trade Acceptance Draft Program             Exhibit 10.35 to Amendment           000-24217      7/8/03
         between the Registrant and Actrade         No. 1 to the Registrant's
         Capital, Inc., dated August 13, 2002       Quarterly Report on Form 10-
                                                    QSB/A for the fiscal quarter
                                                    ended March 31, 2003

10.7     Stock Purchase Agreement between the       Exhibit A to the Registrant's        000-24217   3/29/1999
         Registrant, Morris & Miller, Mathew        Current Report on Form 8-K
         and Markson and Telco Billing dated
         March 16, 1999.

10.8     Amendment No. 1 to Stock Purchase          Exhibit 10.16 to Amendment           000-24217      7/8/03
         Agreement between the Registrant,          No. 2 to the Registrant's Annual
         Morris & Miller, Mathew and Markson        Report on Form 10-KSB/A for
         and Telco Billing dated March 16, 1999.    the fiscal year ended September
                                                    30, 2002

10.9     Amendment No. 2 to Stock Purchase          Exhibit 10.17 to Amendment           000-24217      7/8/03
         Agreement between the Registrant,          No. 2 to the Registrant's Annual
         Morris & Miller, Mathew and Markson        Report on Form 10-KSB/A for
         and Telco Billing dated September 12,      the fiscal year ended September
         2000.                                      30, 2002

10.10    Amendment No. 3 to Stock Purchase          Attached hereto
         Agreement between the Registrant,
         Morris & Miller, Mathew and Markson
         and Telco Billing dated December 22,
         2003.

10.11    Exclusive Licensing Agreement              Attached hereto
         between the Registrant and Mathew and
         Markson, Ltd. Dated September 21,
         1998

10.12    Executive Consulting Agreement             Exhibit 10.19 to Amendment           000-24217      7/8/03
         between the Registrant and Sunbelt         No. 2 to the Registrant's Annual
         Financial Concepts, Inc. dated             Report on Form 10-KSB/A for
         September 20, 2002                         the fiscal year ended September
                                                    30, 2002

10.13    Executive Consulting Agreement             Exhibit 10.20 to Amendment           000-24217      7/8/03
         between the Registrant and Advertising     No. 2 to the Registrant's Annual
         Management & Consulting Services,          Report on Form 10-KSB/A for
         Inc. dated September 20, 2002              the fiscal year ended September
                                                    30, 2002


<PAGE>
10.14    Executive Consulting Agreement             Exhibit 10.21 to Amendment           000-24217      7/8/03
         between the Registrant and Advanced        No. 2 to the Registrant's Annual
         Internet Marketing, Inc. dated             Report on Form 10-KSB/A for
         September 20, 2002                         the fiscal year ended September
                                                    30, 2002

10.15    Executive Consulting Agreement             Exhibit 10.2 to the Registrant's     000-24217   8/13/2003
         between the Registrant and Mar &           Quarterly Report on Form 10-
         Associates, Inc. dated May 1, 2003         QSB for the quarter ended June
                                                    30, 2003

10.16    Exclusive Domain Name Licensing            Exhibit 10.1 to the Registrant's     000-24217   7/22/2003
         Agreement between the Registrant and       Current Report on Form 8-K
         Onramp Access, Inc. dated July 8, 2003

10.17    Basic Listing Reseller Agreement           Exhibit 10.1 to the Registrant's     000-24217  10/24/2003
         between the Registrant and UDS             Current Report on Form 8-K
         Directory Corp., d/b/a go2 Directory
         Systems dated September 1, 2003

10.18    Processing Agreement between the           Exhibit 10.2 to the Registrant's     000-24217  10/24/2003
         Registrant and Integrated Payment          Current Report on Form 8-K
         Systems Inc., d/b/a First Data dated
         August 26, 2003

10.19    Master Database and Services               Exhibit 10.11 to Amendment           000-24217      7/8/03
         Agreement between the Registrant and       No. 2 to the Registrant's Annual
         InfoUSA, Inc. dated July 31, 2002          Report on Form 10-KSB/A for
                                                    the fiscal year ended September
                                                    30, 2002

10.20    Database Extract License Agreement         Exhibit 10.12 to Amendment           000-24217      7/8/03
         between the Registrant and Experian        No. 2 to the Registrant's Annual
         Information Solutions, Inc. dated          Report on Form 10-KSB/A for
         February 1, 2003                           the fiscal year ended September
                                                    30, 2002

10.21    Mail Marketing Management                  Exhibit 10.22 to Amendment           000-24217      7/8/03
         Agreement between the Registrant and       No. 2 to the Registrant's Annual
         Business Executive Service, Inc. dated     Report on Form 10-KSB/A for
         November 1, 2001                           the fiscal year ended September
                                                    30, 2002

10.22    Master Services Agreement between the      Exhibit 10.24 to Amendment           000-24217      7/8/03
         Registrant and eBillit, Inc dated August   No. 1 to the Registrant's
         1, 2002                                    Quarterly Report on Form 10-
                                                    QSB/A for the fiscal quarter
                                                    ended March 31, 2003


<PAGE>
10.23    Co-branded Syndication Agreement           Exhibit 10.30 to Amendment           000-24217      7/8/03
         between the Registrant and Intelligenx,    No. 2 to the Registrant's Annual
         Inc dated November 1, 2000                 Report on Form 10-KSB/A for
                                                    the fiscal year ended September
                                                    30, 2002

10.24    Colocation Agreement between the           Exhibit 10.1 to the Registrant's     000-24217   8/13/2003
         Registrant and XO Communications, Inc.     Quarterly Report on Form 10-
         dated June 10, 2003                        QSB for the quarter ended June
                                                    30, 2002

10.25    Private Label Website and Cross            Exhibit 10.1 to the Registrant's     000-24217   8/13/2003
         Promotion Agreement between the            Quarterly Report on Form 10-
         Registrant and Community IQ, Inc., d/b/a   QSB for the quarter ended June
         Vista.com, dated September 18, 2001        30, 2003

10.26    Data Products License Agreement            Exhibit 10.10 to Amendment           000-24217      7/8/03
         between the Registrant and Acxiom          No. 2 to the Registrant's Annual
         Corporation dated March 30, 2001           Report on Form 10-KSB/A for
                                                    the fiscal year ended September
                                                    30, 2002

10.27    Billings and Related Services Agreement    Exhibit 10.33 to Amendment           000-24217      7/8/03
         between the Registrant and ACI             No. 2 to the Registrant's Annual
         Communications, Inc. dated September       Report on Form 10-KSB/A for
         1, 2001                                    the fiscal year ended September
                                                    30, 2002

10.28    License Agreement between the              Exhibit 10.25 to Amendment           000-24217      7/8/03
         Registrant and Palm, Inc. dated February   No. 1 to the Registrant's
         1, 2003                                    Quarterly Report on Form 10-
                                                    QSB/A for the fiscal quarter
                                                    ended March 31, 2003

10.29    Lease Agreement between the Registrant     Attached hereto
         and Inter-Tel Leasing dated May 17,
         2002

10.30    Private Label Website and Cross            Attached hereto
         Promotion Agreement between the
         Registrant and EZSitemaster, Inc., f/k/a
         ClientCare, Inc. dated February 20, 2002

10.31    Letter of Intent Agreement between the     Attached hereto
         Registrant and SurfNet, Inc. dated
         August 26, 2003

10.32    Solicitation Partnership Agreement         Attached hereto
         between the Registrant and CHG Allied,
         Inc. dated August 4, 2003,


<PAGE>
10.33    Service Agreement between the              Attached hereto
         Registrant and GlobalPOPs dated
         December 5, 2003

21       Company Subsidiaries                       Attached hereto

23       Consent of Epstein, Weber and Conover      Attached hereto
         P.L.C

31       Certification pursuant to SEC Release      Attached hereto
         No. 33-8238, as adopted pursuant to
         Section 302 of the Sarbanes-Oxley Act
         of 2002

32       Certification pursuant to 18 U.S.C.        Attached hereto
         Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act
         of 2002
</TABLE>

(b) The Registrant filed the following Current Reports on Form 8-K during the
final three-month period covered by this Annual Report:

     -    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.

     -    On August 14, 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 third fiscal quarter ended
          June 30, 2003.

     -    On October 14, 2003, the Company filed a Current Report on Form 8-K to
          disclose an Investor Fact Sheet under Regulation FD.

     -    On October 24, 2003, the Company filed a Current Report on Form 8-K to
          report the execution of an agreement with Integrated Payment Systems
          Inc. for additional third-party verification services and the
          execution of another agreement with UDS Directory Corp, d/b/a go2
          Directory Systems to allow for the prominent display of certain
          customers' advertisements on wireless and hand-held devices provided
          by leading manufacturers.


<PAGE>
                                   SIGNATURES

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

YP.NET, INC.


Dated:  December 30, 2003     /s/  Angelo Tullo
                              --------------------------
                              Angelo Tullo, Chairman of the Board and Chief
                              Executive Officer (Principal Executive Officer)

Dated:  December 30, 2003     /s/  David Iannini
                              --------------------------
                              Chief Financial Officer
                              (Principal Accounting Officer)

BOARD OF DIRECTORS



Dated: December 30, 2003      /s/  Angelo Tullo
                              --------------------------
                              Angelo Tullo

Dated: December 30, 2003      /s/  Gregory B. Crane
                              --------------------------
                              Gregory B. Crane


Dated: December 30, 2003      /s/  Daniel L. Coury, Sr.
                              --------------------------
                              Daniel L. Coury, Sr.

Dated: December 30, 2003      /s/  Peter Bergmann
                              --------------------------
                              Peter Bergmann

Dated: December 30, 2003      /s/  DeVal Johnson
                              --------------------------
                              DeVal Johnson



<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>3
<FILENAME>doc6.txt
<TEXT>
                                                                     Exhibit 3.3


            FILED
     IN THE OFFICE OF THE
   SECRETARY OF STATE OF THE
       STATE OF NEVADA

         JAN 11 1999

No. C6242-94
    ----------------------------
       /S/ DEAN HELLER
DEAN HELLER,  SECRETARY OF STATE


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                RIGL CORPORATION

     We the undersigned Kevin L. Jones, President and Peter DeKrey, Secretary of
RIGL Corporation do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
held  on  the  11th  day of December, 1998, adopted a resolution to  restate the
               ----
Articles  of  Incorporation,: this certificate correctly sets forth  the text of
the  Articles  of  Incorporation  as  amended to the date of the certificate, to
read  as  follows:

          1.   Name.  The  name  of  the  corporation  is  RIGL Corporation (the
               ----
"Corporation").

          2.   Resident  Agent.  The  name  and  address of the initial resident
               ---------------
agent of the corporation is William L. Dempsey, 5405 W, Flamingo Rd., Las Vegas,
Nevada  89103.

          3.   Authorized Capital. The Corporation shall have authority to issue
               ------------------
50,000,000  shares  of  Common  Stock,  par value $.001 per share and 15,000,000
shares  of  Preferred  Stock,  par  value  $.001  per  share.

          4.   Preferred Stock.

               4.1.  Series.  The  board  of directors is authorized, subject to
                     ------
limitations  prescribed  by  law and these Articles of Incorporation, to provide
for  the  issuance  of  the shares of preferred stock in series, and by filing a
certificate  pursuant to the applicable law of the State of Nevada, to establish
from  time  to time the number of shares to be included in each such series, and
to  fix  the designation, voting powers, preferences and rights of the shares of
each  such  series  and the qualifications, limitations or restrictions thereof.

               4.2.  Rights  and  Limitations.  The  authority  of  the board of
directors  with respect to each series of preferred stock shall include, without
limitation,  determination  of  the  following:

                    (a)  The  number  of shares constituting that series and the
distinctive  designation  of  that  series;

                    (b)  The  dividend  rate  on  the  shares  of  that series,,
whether dividends shall be cumulative, and, if so, from which date or dates, and
the  relative  rights  of priority, if any, of payment of dividends on shares of
that  series;

                    (c)  Whether  that  series  shall  have  voting  rights,  in
addition  to  the  voting  rights  provided by law, and if so, the terms of such
voting  rights;


<PAGE>
                    (d)  Whether  that  series shall have conversion privileges,
and  if so, the terms and conditions of such conversion including provisions for
adjustment of the conversion rate in such events as the board of directors shall
determine;

                    (e)  Whether  or  not  the  shares  of  that series shall be
redeemable,  and  if  so, the terms and conditions of such redemption, including
the  date  or dates upon or after which they shall be redeemable, and the amount
per  share  payable in case of redemption, which amount may vary under different
conditions  and  at  different  redemption  dates;

                    (f)  Whether that series shall have a sinking  fund  for the
redemption or purchase of shares of that series, and if so, the terms and amount
of  such  sinking  fund;

                    (g)  The rights of the shares of that series in the event of
voluntary  or  involuntary  liquidation,  dissolution  or  winding  up  of  the
Corporation,  and  the relative rights of priority, if any, of payment of shares
of  that  series;  and

                    (h)  Any  other relative rights, preferences and limitations
of  that  series.

               4.3.  Dividends.  Dividends  on  outstanding  shares of preferred
                     ---------
stock  shall  be paid or declared and set apart for payment before any dividends
shall  be  paid  or declared and set apart for payment on the common shares with
respect  to  the  same  dividend  period.

               4.4.  Liquidation.  If  upon  any  voluntary  or  involuntary
                     -----------
liquidation,  dissolution or winding up of the Corporation, the assets available
for  distribution to holders of shares of preferred stock of all series shall be
insufficient  to pay such holders the full preferential amount to which they are
entitled,  then such assets shall be distributed ratably among the shares of all
series of preferred stock in accordance with the respective preferential amounts
(including  unpaid  cumulative  dividends, if any) payable with respect thereto.

          5.   Designation  of  Series  A  Convertible  Preferred  Stock.   In
               ---------------------------------------------------------
accordance  with  the  foregoing  Article FOURTH, the corporation shall have the
authority  to  issue  a  class of Preferred Stock which shall have the following
preferences,  voting  powers,  qualifications,  special  or  relative rights and
privileges:

               5.1. Designation and Amount.  The class of Preferred Stock of the
                    ----------------------
Corporation  authorized  as part of the Preferred Stock by this paragraph 5.1 of
Article  FIFTH  shall be designated as Series A Convertible Preferred Stock (the
"Series  A  Preferred  Stock"), and the number of shares constituting such class
shall  be  3,000,000.

               5.2. Dividends.  No dividends shall be declared and set aside for
                    ---------
any  shares  of  the  Series  A  Preferred  Stock.

               5.3. Liquidation,  Dissolution  or  Winding  Up.
                    ------------------------------------------


                                        2
<PAGE>
                    5.3.1.  In  the  event  of  any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Company, the holders of shares of
Series  A  Preferred  Stock then outstanding shall be entitled to be paid out of
the  assets of the Company available for distribution to its stockholders, after
and  subject to the payment in full of all amounts required to be distributed to
the  holders  of  any  other  class or series of stock of the Company ranking on
liquidation  prior  and  in  preference  to  the  Series  A  Preferred  Stock
(collectively  referred  to as "Senior Preferred Stock"), but before any payment
shall  be  made  to  the  holders  of  Junior Stock by reason of their ownership
thereof,  an  amount  equal to S1.50 per share of Series A Preferred Stock.   If
upon  any  such  liquidation,  dissolution  or  winding  up  of  the Company the
remaining  assets  of the Company available for distribution to its stockholders
shall  be  insufficient to pay the holders of shares of Series A Preferred Stock
the full amount to which they shall be entitled, the holders of shares of Series
A  Preferred  Stock  and  any  class  or series of stock (the "Preferred Stock")
ranking  on  liquidation,  on  a  parity with the Series A Preferred Stock shall
share  ratably  in  any  distribution  of  the remaining assets and funds of the
Company in proportion to the respective amounts which would otherwise be payable
in  respect  of  the  shares  held by them upon such distribution if all amounts
payable  on  or  with  respect  to  such  shares  were  paid  in  full.

                    5.3.2.  After  the  payment  of  all  preferential  amounts
required  to  be  paid  to  the  holders  of  Senior  Preferred  Stock  upon the
dissolution,  liquidation,  or  winding  up of the Company, all of the remaining
assets  and  funds of the Company available for distribution to its stockholders
shall  be distributed ratably among the holders of the Series A Preferred Stock,
such  other  series  of  Preferred  Stock  as  are  considered  as  similarly
participating, and the Common Stock, with each share of Series A Preferred Stock
being  deemed,  for  such purpose, to be equal to the number of shares of Common
Stock,  including  fractions  of  a  share,  into  which  such share of Series A
Preferred Stock is convertible immediately prior to the close of business on the
business  day  fixed  for  such  distribution.

               5.4. Voting.
                    ------

                    5.4.1.  Each  holder  of  outstanding  shares  of  Series  A
Preferred  Stock shall be entitled to the number of votes equal to the number of
whole  shares  of Common Stock into which the shares of Series A Preferred Stock
held  by  such holder are convertible (as adjusted from time to time pursuant to
Section 5.6 hereof), at each meeting of Stockholders of the Company (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented  to the stockholders of the Company for their action or consideration.
Except  as  provided  by law, by the provisions of Subsection 5.4.2 below, or by
the  provisions  establishing  any  other  series of Preferred Stock, holders of
Series  A Preferred Stock and of any other outstanding series of Preferred stock
shall  vote  together  with  the  holders  of  Common  Stock  as a single class.

                    5.4.2.  The  Company  shall  not  amend,  alter  or  repeal
preferences, rights, powers or other terms of the Series A Preferred Stock so as
to affect adversely the Series A Preferred Stock, without the written consent or
affirmative  vote  of the holders of at least 66% of the then outstanding shares
of  Series  A  Preferred  Stock,  given  in  writing  or  by  vote at a meeting,
consenting  or  voting  (as  the  case  may  be) separately as a class. For this
purpose,  without limiting the generality of the foregoing, the authorization or
issuance  of  any  series  of  Preferred  stock  which  is  on  a  parity


                                        3
<PAGE>
with  or  has preference or priority over the Series A Preferred Stock as to the
right  to  receive  either  dividends or amounts distributable upon liquidation,
dissolution or winding up of the Company shall be deemed to affect adversely the
Series  A  Preferred  Stock.

               5.5  Option  Conversion.  The  holders  of the Series A Preferred
                    ------------------
Stock  shall  have  conversion  rights  as  follows  (the  "Conversion Rights"):

                    5.5.1.  Right  To Convert.  Each share of Series A Preferred
                            -----------------
Stock shall be convertible, at the option of the holder thereof, at any time and
from  time  to  time, into such number of fully paid and nonassessable shares of
Common  Stock  as  is  determined  by dividing $1.00 by the Conversion Price (as
defined  below)  in  effect  at  the time of conversion. The Conversion Price at
which  shares  of  Common Stock shall be deliverable upon conversion of Series A
Preferred  Stock  without  the payment of additional consideration by the holder
thereof  (the  "Conversion  Price")  shall  initially  be  $1.00.  Such  initial
Conversion  Price,  and the rate at which shares of Series A Preferred Stock may
be  converted  into  shares  of  Common Stock, shall be subject to adjustment as
provided  below,  In  the  event of a liquidation of the Company, the Conversion
Rights  shall terminate at the close of business on the first full day preceding
the  date  fixed  for the payment of any amounts distributable on liquidation to
the  holders  of  Series  A  Preferred  Stock.

                    5.5.2.  Fractional  Shares.  No  fractional shares of Common
                            ------------------
Stock  shall  be issued upon conversion of the Series A Preferred Stock. In lieu
of  fractional  shares,  the  Company  shall  pay  cash  equal  to such fraction
multiplied  by  the  then  effective  Conversion  Price.

                    5.5.3. Mechanics  of  Conversion.
                           -------------------------

                         5.5.3.1.  In  order  to  convert  shares  of  Series  A
Preferred  Stock  into  shares  of  Common Stock, the holder shall surrender the
certificate  or  certificates for such shares of Series A Preferred Stock at the
office  of  the transfer agent (or at the principal office of the Company if the
Company  serves  as  its  own transfer agent), together with written notice that
such  holder  elects  to  convert all or any number of the shares represented by
such  certificate or certificates. Such notice shall state such holder's name or
the  names  of  the  nominees  in  which  such  holder wishes the certificate or
certificates  for  shares  of  Common  Stock  to  be  issued. If required by the
Company,  certificates  surrendered  for  conversion  shall  be  endorsed  or
accompanied  by  a  written  instrument  or  instruments  of  transfer,  in form
satisfactory  to  the  Company, duly executed by the registered holder or his or
its  attorney  duly  authorized  in  writing.  The  date  or  receipt  of  such
certificates  and  notice  by  the  transfer  agent  or the Company shall be the
conversion  date  ("Conversion Date"),  The Company shall as soon as practicable
after  the  Conversion Date, issue and deliver at such office to such holder, or
to  his  nominees,  a  certificate  or  certificates for the number of shares of
Common  Stock  to which such holder shall be entitled together with cash in lieu
of  any  fraction  of  a  share.

                         5.5.3.2.  The  Company  shall at all times during which
the  Series  A  Preferred Stock shall be outstanding, reserve and keep available
out  of  its  authorized  but  unissued  stock, for the purpose of effecting the
conversion  of  the Series A Preferred Stock, such number of its duly authorized
shares  of  Common  Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Series A Preferred Stock. Before taking any action
which  could  cause


                                        4
<PAGE>
an  adjustment  reducing  the  Conversion  Price below the then par value of the
shares  of  Common  Stock  issuable  upon  conversion for the Series A Preferred
Stock,  the  Company will take any corporate action which may, in the opinion of
its  counsel,  be  necessary  in  order that the Company may validly and legally
issue  fully  paid  and  nonassessable  shares  of Common Stock at such adjusted
Conversion  Price.

                         5.5.3.3.  All shares of Series A Preferred Stock, which
shall have been surrendered for conversion as herein provided shall no longer be
deemed  to  be outstanding and all rights with respect to such shares, including
the  rights, if any, to receive notices and to vote, shall immediately cease and
terminate  on  the Conversion Date, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series A
Preferred  Stock  so  converted  shall  be retired and canceled and shall not be
reissued,  and the Company may from time to time take such appropriate action as
may be necessary to reduce the number of shares of authorized Series A Preferred
Stock  accordingly.

                         5.5.3.4.  If  the  conversion  is in connection with an
underwritten  offer  of  securities registered pursuant to the Securities Act of
1933,  as  amended,  the  conversion  may  at the option of any holder tendering
Series A Preferred Stock for conversion be conditioned upon the closing with the
underwriter  of the sale of securities pursuant to such offering, in which event
the person(s) entitled to receive the Common Stock issuable upon such conversion
of  the  Series  A  Preferred  Stock  shall not be deemed to have converted such
Series  A  Preferred Stock until immediately prior to the closing of the sale of
securities.

                    5.5.4. Adjustment  to Conversion Price for Diluting Issues.
                           ---------------------------------------------------

                         5.5.4.1. Special  Definitions.  For  purposes  of  this
                                  --------------------
Subsection  5.5.4,  the  following  definitions  shall  apply:

                              5.5.4.1.1. "Option"  shall mean rights, options or
warrants  to  subscribe  for,  purchase  or  otherwise  acquire  Common Stock or
Convertible  Securities,  excluding  rights  or  options  granted  to employees,
directors  or  consultants  of the Company pursuant to an option plan adopted by
the Board of Directors to acquire up to that number of shares of Common Stock as
is  equal to 15% of the Common Stock outstanding (provided that, for purposes of
this Subsection 5.5.4.1.1, all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion  of  shares of Preferred Stock, or (3) conversion of
Preferred  Stock  issuable  upon  conversion  or  exchange  of  any  Convertible
Security,  shall  be  deemed  to  be outstanding), minus the total number of Key
Employee  Shares  (as  defined  below).

                              5.5.4.1.2. "Original  Issue  Date"  shall mean the
date  on  which  the  first  share  of Series A Preferred Stock is first issued.

                              5.5.4.1.3. "Convertible Securities" shall mean any
evidences  of  indebtedness,  shares  or other securities directly or indirectly
convertible  into  or  exchangeable  for  Common  Stock.


                                        5
<PAGE>
                              5.5.4.1.4. "Additional  Shares  of  Common  Stock"
shall  mean  all  shares  of  Common  Stock  issued  (or, pursuant to subsection
5.5.4.3.  below,  deemed  to  be issued) by the Company after the Original Issue
Date, other than Key Employee Shares (as defined below) and other than shares of
Common  Stock  issued  or  issuable;

                                   5.5.4.1.4.1. as a dividend or distribution on
Series  A  Preferred  Stock;

                                   5.5.4.1.4.2  by  reason  of a dividend, stock
split,  Additional  Shares  of Common Stock by the foregoing clause 5.5.4.1.4.1;

                                   5.5.4.1.4.3.  upon  the  exercise  of options
excluded  from  the  definition  of  "Option"  in  Subsection  5.5.4.1.1;  or

                                   5.5.4.1.4.4.  upon  conversion  of  shares of
Series  A  preferred  Stock.

                              5.5.4.1.5. "Key Employee Shares" shall mean shares
of  Common  Stock  issued to directors or key employees of or consultants to the
Company  pursuant  to a restricted stock plan or agreement approved by the Board
of Directors, up to that number of shares of Common Stock as is equal to fifteen
(15%)  percent  of  the Common Stock outstanding (provided that, for purposes of
this Subsection 5.5.4.1.5. all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion of shares of Preferred Stock, or (3) upon conversion
of  Preferred  Stock  issuable  upon  conversion  or exchange of any Convertible
Security,  shall  be deemed to be outstanding), minus the total number of shares
subject  to  or  issued  pursuant  to  options  excluded  from the definition of
"Option" in paragraph (A) above (subject to appropriate adjustment for any stock
dividend,  stock  split,  combination or similar recapitalization affecting such
shares).

                              5.5.4.1.6. "Rights  to  Acquire  Common stock" (or
"Rights")  shall  mean  all rights issued by the Company to acquire common stock
whatever  by  exercise  of warrant,  option or similar call or conversion of any
existing  instruments,  in  either case for consideration fixed, in amount or by
formula,  as  of  the  date  of  issuance.

                         5.5.4.2.  No  Adjustment  of  Conversion  Price.  No
                                   -------------------------------------
adjustment  in  the  number  of  shares  of Common Stock into which the Series A
Preferred  Stock  is  convertible shall be made, by adjustment in the applicable
conversion  Price  thereof:  (a)  unless the consideration per share (determined
pursuant  to  Subsection  5.5.3.5) below for an Additional Share of Common Stock
issued  or  deemed  to  be  issued  by  the  Company is less than the applicable
Conversion  Price  in effect on the date of, and immediately prior to, the issue
of  such  additional  shares,  or  (b)  if  prior  to such issuance, the Company
receives  written notice from the holders of at least 66 2/3% of the outstanding
shares  of  Series  A  Preferred Stock agreeing that no such adjustment shall be
made  as  the  result  of  the  issuance  of  Additional Shares of Common Stock.


                                        6
<PAGE>
                         5.5.4.3. Issue of Securities Deemed Issue of Additional
                                  ----------------------------------------------
Shares  of  Common Stock.  If the Company at any time or from time to time after
- ------------------------
the  Original  Issue  Date  shall issue any Options or Convertible Securities or
other  Rights  to  Acquire  Common  Stock,  then the maximum number of shares of
Common  Stock (as set forth in the instrument relating thereto without regard to
any  provision  contained  therein  for  a subsequent adjustment of such number)
issuable  upon  the  exercise  of  such  Options,  Rights  or,  in  the  case of
Convertible  Securities,  the  conversion  or  exchange  of  such  Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the  time  of  such issue, provided that Additional Shares of Common Stock shall
not be deemed to have been issued unless the consideration per share (determined
pursuant to Subsection 5.5.4.5 hereof) of such Additional Shares of Common Stock
would  be less than the applicable Conversion Price in effect on the date of and
immediately  prior  to  such issue, or such record date, as the case may be, and
provided  further  that  in  any  such case in which Additional Shares of Common
Stock  are  deemed  to  be  issued:

                              5.5.4.3.1. No further adjustment in the Conversion
Price shall be made upon the subsequent issue of shares of Common Stock upon the
exercise  of  such  Rights  or  conversion  or  exchange  of  such  Convertible
Securities;

                              5.5.4.3.2.  Upon  the expiration or termination of
any  unexercised  Option or Right, the Conversion Price shall not be readjusted,
but  the  Additional  Shares  of Common Stock deemed issued as the result of the
original  issue  of  such  Option  or  Right  shall not be deemed issued for the
purposes  of  any  subsequent  adjustment  of  the  Conversion  Price;  and

                              5.5.4.3.3.  In  the  event  of  any  change in the
number  of  shares  of  Common  Stock  issuable upon the exercise, conversion or
exchange  of  any  Option,  Right  or  Convertible  Security, including, but not
limited  to,  a  change resulting from the anti-dilution provisions thereof, the
Conversion Price then in effect shall forthwith be readjusted to such Conversion
Price  as would have obtained had the adjustment that was made upon the issuance
of  such  Option, Right or Convertible Security not exercised or converted prior
to  such  change  been  made  upon  the  basis  of  such  change, but no further
adjustment  shall  be made for actual issuance of Common Stock upon the exercise
or  conversion  of  any  such  Option,  Right  or  Convertible  Security.

                         5.5.4.4.  Adjustment  of Conversion Price upon Issuance
                                   ---------------------------------------------
of  Additional  Shares  of Common Stock.  If the Company shall at any time after
- ---------------------------------------
the  Original  Issue Date issue Additional Shares of Common Stock (other than in
the  acquisition  of  the  assets  of  capital  stock of another corporation but
including  Additional  Shares  of  Common  Stock deemed to be issued pursuant to
Subsection 5.5.4.3, but excluding shares issued as a dividend or distribution as
provided in Subsection 5.5.6 or upon a stock split or combination as provided in
Subsection  5.5.5),  without consideration or for a consideration per share less
than  the  applicable  Conversion Price in effect on the date of and immediately
prior  to  such  issue,  then  and in such event, such Conversion Price shall be
reduced,  concurrently  with  such  issue  to a price (calculated to the nearest
cent)  determined  by  multiplying  such  Conversion Price by a fraction (a) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately  prior  to  such issue plus (2) the number of shares of Common Stock
which  the  aggregate consideration received by the Company for the total number
of Additional Shares of Common Stock so issued would purchase at such Conversion
Price;


                                        7
<PAGE>
and  (b)  the  denominator  of which shall be (1) the number of shares of Common
Stock  outstanding  immediately  prior to such issue plus (2) the number of such
Additional  Shares of Common Stock so issued. Notwithstanding the foregoing, the
applicable Conversion Price shall not be reduced if the amount of such reduction
would  be an amount less than $.05, but any such amount shall be carried forward
and  reduction  with  respect  thereto made at the time of and together with any
subsequent  reduction  which,  together with such amount and any other amount or
amounts  so  carried  forward,  shall  aggregate  $.05  or  more.

                         5.5.4.5  Determination  of Consideration.  For purposes
                                  -------------------------------
of  this  Subsection  5.5.4,  the  consideration received by the Company for the
issue  of  any  Additional  Shares of Common Stock shall be computed as follows:

                              5.5.4.5.1.  Cash  and property: Such consideration
shall:

                                   5.5.4.5.1.1.  insofar as it consists of cash,
be  computed at the aggregate of cash received by the Company, excluding amounts
paid  or  payable  for  accrued  interest  or  accrued  dividends;

                                   5.5.4.5.1.2.  insofar  as  it  consists  of
property  other  than  cash, be computed at the fair market value thereof at the
time  of  such issue, as determined in good faith by the Board of Directors; and

                                   5.5.4.5.1.3.  in  the event Additional Shares
of  Common  Stock  are  issued together with other shares or securities or other
assets  of the Company for consideration which covers both, be the proportion of
such  consideration  so  received,  computed  as provided in clauses (1) and (2)
above,  as  determined  in  good  faith  by  the  Board  of  Directors.

                              5.5.4.5.2.  Options,  Rights  and  Convertible
                                          ----------------------------------
Securities.  The  consideration per share received by the Company for Additional
- ----------
Shares of Common Stock deemed to have been issued pursuant to Subsection 5.5.4,3
relating  to  Options, Rights and Convertible Securities, shall be determined by
dividing

     -    the  total  amount,  if  any, received or receivable by the company as
          consideration  for  the  issue  of such options, Rights or Convertible
          Securities,  plus  the  minimum  aggregate  amount  of  additional
          consideration  (as  set  forth  in  the  instruments relating thereto,
          without  regard  to  any  provision contained therein for a subsequent
          adjustment  of  such  consideration)  payable  to the Company upon the
          exercise of such Options, Rights or the conversion or exchange of such
          Convertible  Securities,  by

     -    the  maximum  number  of  shares  of Common Stock (as set forth in the
          instruments  relating  thereto,  without  regard  to  any  provision
          contained therein for a subsequent adjustment of such number) issuable
          upon  the  exercise  of  such options or the conversion or exchange of
          such  Convertible  Securities.


                                        8
<PAGE>
                    5.5.5. Adjustment for Stock Splits and Combinations.  If the
                           --------------------------------------------
Company  shall  at  any  time or from time to time after the Original Issue Date
effect  a subdivision of the outstanding Common Stock, the Conversion price then
in  effect  immediately  before  that  subdivision  shall  be  proportionately
decreased.  If  the  Company  shall  at  any time or from time to time after the
original  Issue  Date  combine  the  outstanding  shares  of  Common  Stock, the
Conversion  Price  then  in  effect  immediately before the combination shall be
proportionately  increased.  Any  adjustment  under  this paragraph shall become
effective  at  the close of business on that date the subdivision or combination
becomes  effective.

                    5.5.6.  Adjustment  for Certain Dividends and Distributions.
                            ---------------------------------------------------
In  the  event  the Company at any time, or from time to time after the Original
Issue  Date  shall  make  or  issue, a dividend or other distribution payable in
Additional  Shares  of  Common Stock, then and in each such event the Conversion
Price  shall  be  decreased  as of the time of such issuance, by multiplying the
Conversion  Price  by  a  fraction:

     -    the  numerator  of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance,  and

     -    the denominator of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance this the number of shares of Common Stock issuable in payment
          of  such  dividend  or  distribution.

                    5.5.7. Adjustments_for_0ther Dividends and Distributions. In
the  event the Company at any time or from time to time after the Original Issue
Date  shall make or issue a dividend or other distribution payable in securities
of  the  Company  other than shares of Common Stock, then and in each such event
provision  shall be made so that the holders of shares of the Series A Preferred
Stock  shall receive upon conversion thereof in addition to the number of shares
of  Common  Stock  receivable thereupon, the amount of securities of the Company
that  they would have received had their Series A Preferred Stock been converted
into  Common  Stock  on  the  date  of such event and had thereafter, during the
period  from  the  date  of  such  event  to  and including the conversion date,
retained  such  securities  receivable  by  them as aforesaid during such period
given  application  to all adjustments called for during such period, under this
paragraph  with  respect  to the rights of the holders of the Series A Preferred
Stock.

                    5.5.8.  Adjustment  for  Reclassification,  Exchange,  or
                            -------------------------------------------------
Substitution.  If  the Common Stock issuable upon the conversion of the Series A
- ------------
Preferred  Stock  shall be changed into the same or a different number of shares
of  any  class  or  classes  of  stock,  whether  by  capital  reorganization,
reclassification,  or  otherwise  (other  than  a  subdivision or combination of
shares  or  stock  dividend  provided  for  above,  or a reorganization, merger,
consolidation,  or  sale  of  assets for below), then and in each such event the
holder of each share of Series A Preferred Stock shall have the right thereafter
to  convert  such  share  into  the kind and amount of shares of stock and other
securities  and  property receivable upon such reorganization, reclassification,
or  other  change, by holders of the number of shares of Common Stock into which
such  shares  of  Series  A  Preferred


                                        9
<PAGE>
Stock  might  have  been  converted  immediately  prior  to such reorganization,
reclassification,  or  change,  all  subject  to  further adjustment as provided
herein.

                    5.5.9.  Adjustment  for  Merger  or Reorganization, etc.  In
                            -----------------------------------------------
case  of  any  consolidation  or  merger  of  the  Company  with or into another
corporation or the sale of all or substantially all of the assets of the Company
to  another  corporation.

                         5.5.9.1.  if  the  surviving  entity  shall  consent in
writing to the following provisions,-then each share of Series A Preferred Stock
shall  thereafter  be convertible into the kind and amount of shares of stock or
other  securities  or  party to which a holder of the number of shares of Common
Stock  of  the  Company  deliverable  upon conversion of such Series A Preferred
Stock  would have been entitled upon such consolidation, merger or sale; and, in
such  case,  appropriate adjustment (as determined in good faith by the Board of
Directors)  shall  be made in the application for the provisions in this Section
5.5  set forth with respect to the rights and interest thereafter of the holders
of  the  Series  A  Preferred Stock, to the end that the provisions set forth in
this  Section  5.5  (including  provisions  with respect to changes in and other
adjustments  of  the Conversion Price) shall thereafter be applicable, as nearly
as  reasonably  may  be,  in  relation  to any shares of stock or other property
thereafter  deliverable  upon the conversion of the Series A Preferred Stock; or

                         5.5.9.2.  if the surviving entity shall not so consent,
then  each  holder  of  Series  A  Preferred  stock may, after receipt of notice
specified  in Subsection 5.5.9.1, elect to convert such Stock into Common Shares
as  provided  in  this  Section 5.5 or to accept the distributions to which such
holder  shall  be  entitled  under  Section  5.3.

                    5.5.10.  No  Impairment.  The Company will not, by amendment
                             --------------
of  its  Articles  of  Incorporation  or through any reorganization, transfer of
assets,  consolidation,  merger, dissolution, issue or sale of securities or any
other  voluntary action, avoid or seek to avoid the observance or performance of
any  of the terms to be observed or performed hereunder by the Company, but will
at  all  times in good faith assist in the carrying out of all the provisions of
this  Section  5,5  and  in the taking of all such action as may be necessary or
appropriate  in  order  to  protect  the Conversion Rights of the holders of the
Series  A  Preferred  Stock  against  impairment,

                    5.5.11.  Certificate as to Adjustments.  Upon the occurrence
                             -----------------------------
of  each  adjustment  or  readjustment  of the Conversion Price pursuant to this
Section  5.5., the Company at its expense shall promptly compute such adjustment
or  readjustment in accordance with the terms hereof and furnish to each holder,
if  any, of Series A Preferred Stock a certificate setting forth such adjustment
or  readjustment  and  showing in detail the facts upon which such adjustment or
readjustment  is  based  and  shall  file  a  copy  of such certificate with its
corporate  records.  The  Company shall, upon the written request at any time of
any holder of Series A Preferred Stock, furnish or cause to be furnished to such
holder  a  similar  certificate  setting  forth  (1)  such  adjustments  and
readjustment,  (2)  the  Conversion  Price then in effect, and (3) the number of
shares  of  Common  Stock  and  the amount, if any, of other property which then
would  be received upon the conversion of Series A Preferred Stock. Despite such
adjustment  or  readjustment,  the  form of each or all Series A Preferred Stock
Certificates, If the same shall reflect the initial or any subsequent conversion
price,  need  not  be


                                       10
<PAGE>
changed in order for the adjustments or readjustments to be valued in accordance
with  the  provisions  of  this Certificate of Designation, which shall control.

                    5.5.12.  Notice  of  Record  Date.  In  the  event:

                         5.5.12.1.  that the Company declares a dividend (or any
other  distribution)  on  its  Common  Stock  payable  in  Common Stock or other
securities  of  the  Company;

                         5.5.12.2.  that  the Company subdivides or combines its
outstanding  shares  of  Common  Stock;

                         5.5.12.3.  of  any reclassification of the Common Stock
of  the  Company  (other  than  a  subdivision or combination of its outstanding
shares of Common Stock or a stock dividend or stock distribution thereon), or of
any  consolidation or merger of the Company into or with another corporation, or
of  the  sale  of  all  or  substantially  all  of the assets of the Company; or

                         5.5.12.4.  of the involuntary or voluntary dissolution,
liquidation  or  winding  up  of  the Company then the Company shall cause to be
filed  at  its  principal  office  or at the office of the transfer agent of the
Series  A  Preferred  Stock  and  shall cause to be mailed to the holders of the
Series  A Preferred Stock at their last addresses as shown on the records of the
Company  or  such  transfer  agent,  at  least ten days prior to the record date
specific  in  (A) below or twenty days before the date specified in (B) below, a
notice  stating

                         5.5.12.5.  the  record  date  of  such  dividend,
distribution,  subdivision  or  combination, or, if a record is not to be taken,
the  date  as  of  which the holders of Common Stock of record to be entitled to
such  dividend, distribution subdivision or combination are to be determined, or

                         5.5.12.6.  the  date  on  which  such reclassification,
consolidation,  merger, sale, dissolution, liquidation or winding up is expected
to  become  effective,  and  the date as of which it is expected that holders of
Common  Stock  of  record  shall  be entitled to exchange their shares of Common
Stock  for  securities or other property deliverable upon such reclassification,
consolidation,  merger,  sale,  dissolution  or  winding  up.

               5.6  Mandatory  Conversion.
                    ---------------------

                    5.6.1.  The  Company  shall  convert  all shares of Series A
Preferred  Stock  then  outstanding  into  shares  of  Common Stock, at the then
effective  conversion  rate  pursuant to Section 5.5, on (1,) the closing of the
sale  of shares of Common Stock in a fully underwritten public offering pursuant
to  an  effective  registration  statement  under the Securities Act of 1933, as
amended,  other  than a registration relating solely to a transaction under Rule
145  under such Act (or any successor thereto) or to an employee benefit plan of
the  Company,  underwritten  by  a  underwriter  of  national


                                       11
<PAGE>
reputation,  resulting  in at least 55,000,000 of gross proceeds to the Company,
or (2), the conversion into Common Stock of a majority of the outstanding shares
of  Series  A  Preferred  Stock.

                    5.6.2. All holders of record of shares of Series A Preferred
Stock  then  outstanding will be given at least 10 days' prior written notice of
the  date  fixed and the place designated for mandatory or special conversion of
all  such shares of Series A Preferred, Stock pursuant to this Section 5.6. Such
notice  will be sent by first-class or registered mail, postage prepaid, to each
record holder of Series A Preferred Stock at such holder's address last shown on
the  records  of  the  transfer  agent  for the Series A Preferred Stock (or the
records  of  the  Company,  if  it  serves  as  its  own  transfer  agent).

               5.7. Redemption  of  the  Series  A  Preferred  Stock.
                    ------------------------------------------------

                    5.7.1.  If,  on  August  31,  2006,  any  shares of Series A
Preferred  Stock  shall be then outstanding, the Company shall have the right to
redeem  (unless  otherwise  prevented  by  law) all (but not less than all) such
outstanding  shares  at  an  amount  per  share  equal  to $1.00 (the "Mandatory
Redemption  Price").

                    5.7.2.  Sixty  days  prior  notice  by  the  Company  of the
exercise  of  the  redemption  option  pursuant to Section 5.7J shall be sent by
first-class certified mail, postage prepaid and return receipt requested, by the
Company  to the holders of the shares of Series A Preferred Stock to be redeemed
at  their  respective  addresses  as  the  same shall appear on the books of the
Company.

                    5.7.3.  On  or  prior  to  each Redemption Date, the Company
shall  deposit  the  Redemption  Price of all shares of Series A Preferred Stock
designated  for  redemption  in the redemption notice and not yet redeemed, with
irrevocable  instructions  and authority to the bank or trust corporation to pay
the Redemption Price for such shares to their respective holders on or after the
Redemption  Date  upon  receipt  of such notification from the Company that such
holder  has surrendered his share certificate to the Company pursuant to Section
5.7.2  above.  As  of  the  Redemption  Date,  the deposit shall constitute full
payment  of  the shares to their holders, and from and after the Redemption Date
the  shares so called for redemption shall be redeemed and shall be deemed to be
no  longer  outstanding,  and the holders thereof shall cease to be stockholders
with respect to such shares and shall have no rights with respect thereto except
the  rights  to  receive  from  the  bank  or  trust  corporation payment of the
Redemption  Price  of  the  shares,  without  interest,  upon surrender of their
certificates  therefor.  Such  instructions  shall  also provide that any moneys
deposited  by  the  Company pursuant to this Section 5.7.3 for the redemption of
shares  thereafter  converted into shares of the Company's Common Stock pursuant
to  Section  5.7.5  hereof prior to the Redemption Date shall be returned to the
Company  forthwith  upon such conversion. The balance of any moneys deposited by
the Company pursuant to this Section 5.7.3 remaining unclaimed at the expiration
of  two  (2) years following the Redemption Date shall thereafter be returned to
the  Company  upon  its  request  expressed  in  a  resolution  of  its Board of
Directors.

                    5.7.4.  If  upon the Mandatory Redemption Date the assets of
the  Company  available  for  redemption  arc insufficient to pay the holders of
outstanding  shares  of  Series  A


                                       12
<PAGE>
Preferred  Stock  the  full  amounts to which they are entitled, such holders of
shares  of  Series  A  Preferred  Stock  shall  share  ratably  according to the
respective  amounts  which  would  be  payable  in  respect of such shares to be
redeemed  by  the  holders thereof, if all amounts payable on or with respect to
such  shares  were  paid  in  full.

                    5.7.5. Optional  Redemption.
                           --------------------

                         5.7.5.1.  Upon  the occurrence of any Option Redemption
Event  the  Company  will,  by notice given to each holder of Series A Preferred
Stock, offer to redeem all (but not fewer than all) shares of Series A Preferred
Stock  then  owned  by  such holder at the Mandatory Redemption Price, except as
otherwise  provided  in  Subsection  5.7.5.3.2  below,

                         5.7.5.2.  Upon  receipt  of  a notice given pursuant to
Section 5.7.5.1, each holder of Series A Preferred Stock shall have the right to
accept  such  offer  by  tendering  such  holder's  shares  to  the  Company for
redemption,  at  an address to be set forth in such notice, at any time prior to
5:00  p.m.  Phoenix,  Arizona  time  on the 15th day following the making of the
offer  to  redeem  by  notice  given  as  described  herein.

                         5.7.5.3.  The  following  shall  be Optional Redemption
Events:

                              5.7.5.3.1.  the failure, for any reason beyond the
reasonable  control  of  the  Company,  of  the Company to have received a total
consideration  of at least $1,000,000 in respect of the sale of shares of Series
A  Preferred  Stock before June 30, 1997; provided, however, that if, through no
fault  of  the  Company,  a  purchaser who has subscribed for shares of Series A
Preferred  Stock fails to purchase the number of Series A Preferred Stock it has
subscribed  for,  the  Company shall have 90 days from the date of notice to the
Company  of  such  failure or refusal to find a qualified replacement purchaser;

                              5.7.5.3.2.  the failure, for any reason beyond the
reasonable  control  of  the  Company, to have closed a sale of shares of Common
Stock  in  a  fully  underwritten  public  offering  pursuant  to  an  effective
registration  statement under the Securities Act of 1933, as amended, other than
a  registration  relating  solely to a transaction under Rule 145 under such Act
(or  any  successor  thereto)  or  to  an  employee benefit plan of the Company,
underwritten  by  a  underwriter  of  national reputation, resulting in at least
35,000,000  of  gross  proceeds  to  the  Company  (an "IPO Closing"); provided,
however, that the Company shall pay a multiple of the Mandatory Redemption Price
as  follows:

                                   5.7.5.3.2.1. 125% of the Mandatory Redemption
Price  if  an  IPO  Closing  shall not have occurred prior to February 28, 1997;

                                   5.7.5.3.2.2. 135% of the Mandatory Redemption
Price  if  an  IPO  Closing shall not have occurred prior to August 31,1997; and

                                   5.7.5.3.2.3. 150% of the Mandatory Redemption
Price  if  an  IPO  Closing  shall not have occurred prior to February 28, 1998.


                                       13
<PAGE>
                              5.7.5.3.3.  the occurrence of a Change of Control,
which  shall  be  deemed  to  have  occurred  if:

                                   5.7.5.3.3.1.  any  person or group of related
or affiliated persons shall have become the beneficial owner or owners of 40% or
more  of  the outstanding voting stock of the Company; provided, that beneficial
ownership  of Series A Preferred Stock shall not be given effect toward counting
a  person's  or  group  of  related or affiliated persons' beneficial ownership;

                                   5.7.5.3.3.2.  there  shall  have  occurred  a
merger  or  consolidation  in  which the Company is not the survivor or in which
holders  of  Common  Stock  of the Company shall have become entitled to receive
cash,  securities of the Company other than voting Common Stock or securities of
any  other  person;

                                   5.7.5.3.3.3.  at  any  time a majority of the
members  of  the  Board  of  Directors  of the Company shall be persons who were
elected  at  one or more meetings held, or by one or more consents given, by the
stockholders  of the Company during the preceding twelve months and who were not
members  of  the  Board  of  Directors  twelve  months  prior  to  that time; or

                                   5.7.5.3.3.4.  if  the  Company shall take any
action referred to in Section 5,3.1 without having obtained the required consent
of  the  holders  of  Series  A  Preferred  Stock.

                    5.7.6  Cancellation of Redeemed Stock.  Any shares of Series
                           ------------------------------
A Preferred Stock redeemed pursuant to this Section or otherwise acquired by the
Company  in  any  manner  whatsoever  shall  be canceled and shall not under any
circumstances  be  reissued;  the  Company  may  from  time  to  time  take such
appropriate  corporate  action  as  may  be  necessary to reduce accordingly the
number  of  authorized  shares  of  the  Company's  capital  stock.

                    5.7.7.  The  Company  will  not,  and  will  not  permit any
subsidiary  of  the  Company  to,  purchase  or  acquire  any shares of Series A
Preferred Stock otherwise than pursuant to (1) the terms of this Section, or (2)
an  offer  made  on the same terms to all holders of Series A Preferred Stock at
the  time  outstanding.

                    5.7.8.  Anything  contained  in  this  Section  5.7  to  the
contrary  notwithstanding,  the holders of shares of Series A Preferred Stock to
be redeemed in accordance with this Section shall have the right, exercisable at
any  time  up to the close of business on the applicable redemption date (unless
the  Company  is  legally prohibited from redeeming such shares on such date, in
which  event  such  right  shall  be exercisable until the removal of such legal
disability),  to convert all or any part of such shares to be redeemed as herein
provided  into  shares  of  Common  Stock  pursuant  to  Section  5,6  hereof.


                                       14
<PAGE>
          6. Designation of Series B Convertible Preferred Stock.  In accordance
             ---------------------------------------------------
with  the  foregoing Article FOURTH, the corporation shall have the authority to
issue  a  class  of  Preferred Stock which shall have the following preferences,
voting  powers,  qualifications,  special  or  relative  rights  and privileges:

               6.1. Designation and Amount.  The class of Preferred Stock of the
                    ----------------------
Corporation  authorized  as part of the Preferred Stock by this paragraph 6.1 of
Article SIXTH shall be designated as Series B Convertible Preferred Stock, $.001
par  value,  (the  "Series  B  Preferred  Stock"),  and  the  number  of  shares
constituting  such  class  shall  be  2,500,000.

               6.2. Dividends.  No dividends shall be declared and set aside for
                    ---------
any  shares  of  the  Series  B  Preferred  Stock.

               6.3. Liquidation,  Dissolution  or  Winding  Up.
                    ------------------------------------------

                    6.3.1.  In  the  event  of  any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Company, the holders of shares of
Series  B  Preferred  Stock then outstanding shall be entitled to be paid out of
the  assets of the Company available for distribution to its stockholders, after
and subject to the payment in full of all amounts required to be distributed, to
the  holders  of  any  other  class or series of stock of the Company ranking on
liquidation  prior  and  in  preference  to  the  Series  B  Preferred  Stock
(collectively  referred  to  as  "Senior  Preferred  Stock").

                    6.3.2.  After  the  payment  of  all  preferential  amounts
required  to  be  paid  to  the  holders  of  Senior  Preferred  Stock  upon the
dissolution,  liquidation,  or  winding  up of the Company, all of the remaining
assets  and  funds of the Company available for distribution to its stockholders
shall  be distributed ratably among the holders of the Series B Preferred Stock,
such  other  series  of  Preferred  Stock  as  are  considered  as  similarly
participating, and the Common Stock, with each share of Series B Preferred Stock
being  deemed,  for  such purpose, to be equal to the number of shares of Common
Stock,  including  fractions  of  a  share,  into  which  such share of Series B
Preferred Stock is convertible immediately prior to the close of business on the
business  day  Fixed  for  such  distribution.

               6.4. Voting.
                    ------

                    6.4.1.  Each  holder  of  outstanding  shares  of  Series  B
Preferred  Stock shall be entitled to the number of votes equal to the number of
whole  shares  of Common Stock into which the shares of Series B Preferred Stock
held  by  such holder are convertible (as adjusted from time to time pursuant to
Section 6.5 hereof), at each meeting of stockholders of the Company (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented  to the stockholders of the Company for their action or consideration.
Holders  of  Series  B  Preferred Stock shall vote separately as a single class;
provided, however, that at any time there are less than 400,000 shares of Series
B  Preferred  Stock  outstanding,  the holders of Series B Preferred Stock shall
vote  together  with  the holders of Common Stock, and such holders of any other
series of Preferred Stock as vote with such holders of Common Stock, as a single
class.


                                       15
<PAGE>
                    6.4.2.  The  Company  shall  not  amend,  alter  or  repeat
preferences, rights, powers or other terms of the Series B Preferred Stock so as
to affect adversely the Series B Preferred Stock, without the written consent or
affirmative  vote  of the holders of at least 66% of the then outstanding shares
of  Series  B  Preferred  Stock,  given  in  writing  or  by  vote at a meeting,
consenting  or  voting  (as  the  case  may  be) separately as a class. For this
purpose,  without limiting the generality of the foregoing, the authorization of
any new series of Preferred Stock which is on a parity with or has preference or
priority  over  the  Series  B Preferred Stock as to the right to receive either
dividends  or  amounts distributable upon liquidation, dissolution or winding up
of the Company shall be deemed to affect adversely the Series B Preferred Stock.

               6.5  Option  Conversion.  The  holders  of the Series B Preferred
                    ------------------
Stock  shall  have  conversion  rights  as  follows  (the  "Series  B Conversion
Rights"):

                    6.5.1.  Right  to  Convert.  Fifty-percent  of the shares of
                            ------------------
Series  R Stock of each holder of such stock shall be convertible, at the option
of the holder thereof, at any time up to the first anniversary of, and from time
to time after, the Primary Trigger Event (as defined below) shall have occurred,
into  such  number  of fully paid and nonassessable shares of Common Stock as is
determined by dividing $1.00 by the Series B Conversion Price (as defined below)
in  effect  at  the  time  of conversion. Each share of Series B Preferred Stock
shall be convertible, at the option of the holder thereof, at any time up to the
first  anniversary  of, and from time to time after, the Secondary Trigger Event
(as  defined  below)  shall  have  occurred,  into such number of fully paid and
nonassessable  shares  of Common Stock as is determined by dividing $1.00 by the
Series  B  Conversion  Price  in effect at the time of conversion. Each share of
Series  B  Preferred  Stock  outstanding  as  of  November  30,  2003  shall  be
convertible, at the option of the holder thereof, into such number of fully paid
and  nonassessable shares of Common Stock as is determined by dividing $10.00 by
the  Series  B  Conversion  Price  in  effect  at  the  time  of conversion. The
conversion  price  at  which  shares  of  Common Stock shall be deliverable upon
conversion  of  Series  B  Preferred  Stock  without  the  payment of additional
consideration  by  the  holder  thereof  (the "Series B Conversion Price") shall
initially  be  $1,00.  Such  initial  Series B Conversion Price, and the rate at
which  shares of Series B Preferred Stock may be converted into shares of Common
Stock,  shall  be  subject  to  adjustment  as provided below. In the event of a
liquidation  of  the  Company, the Series B Conversion Rights shall terminate at
the  close  of  business  on the first full day preceding the date fixed for the
payment  of  any amounts distributable on liquidation to the holders of Series B
Preferred  Stock.  For  purposes hereof, the "Primary Trigger Event" shall occur
when the Market Price (as defined below) per share of Common Stock reaches $5.00
or  higher. The "Secondary Trigger Event" shall occur when either the cumulative
after  tax  earnings  of  the  Corporation reaches 15,000,000 or when the Market
Price  per  share of Common Stock reaches $7.50 or higher, "Market Price" means,
with  respect  to  any  securities  on  a given date, the average of the Closing
Prices  for  30  consecutive  Trading Days ending on the Trading Day immediately
preceding  the  date in question. As used herein, "Closing Price" means the last
reported  sale  price  regular  way or, in case no such sale takes place on such
day,  the  average  of the reported closing bid and asked prices regular way, in
either  case  as  reported  on the New York Stock Exchange Composite Tape or, if
such  sale or sales, as applicable, are not so reported, the reported last sales
price  regular  way or, if no, such sale takes place on such day, the average of
the  reported  closing  bid  and asked prices regular way, in either case on the
principal  national  securities  exchange on which such securities are listed or
admitted  to


                                       16
<PAGE>
trading,  or  if  not  listed  or admitted to trading on any national securities
exchange, on the National Association of Securities Dealers Automated Quotations
National  Market  System (the "NMS") or, if not listed or admitted to trading on
any  national  securities  exchange  or  quoted  OB  the NMS, the average of the
closing  bid and asked prices in the over-the-counter market as furnished by any
New  York  Stock  Exchange member firm selected by the Company for that purpose.
"Trading  Day" means each Monday, Tuesday, Wednesday, Thursday and Friday, other
than  any  day  on  which  securities are not traded on such exchange or in such
market. If such securities are not listed or admitted to trading on any national
securities exchange, quoted on the NMS or traded in the over-the-counter market,
the  "Market  Price"  per share on any date will be deemed to be the fair market
value  thereof.

                    6.5.2.  Fractional  Shares.  No  fractional shares of Common
                            ------------------
Stock  shall  be issued upon conversion of the Series B Preferred Stock. In lieu
of  fractional  shares,  the  Company  shall  pay  cash  equal  to such fraction
multiplied  by  the  then  effective  Series  B  Conversion  Price.

                    6.5.3.  Mechanics  of  Conversion.
                            -------------------------

                         6.5.3.1.  In  order  to  convert  shares  of  Series  B
Preferred  Stock  into  shares  of  Common Stock, the holder shall surrender the
certificate  or  certificates for such shares of Series B Preferred Stock at the
office  of  the transfer agent (or at the principal office of the Company if the
Company  serves as its own transfer agent with respect to the Series B Preferred
Stock),  together  with written notice that such holder elects to convert all or
any  number  of the shares represented by such certificate or certificates. Such
notice shall state such holder's name or the names of the nominees in which such
holder  wishes  the certificate or certificates for shares of Common Stock to be
issued.  If  required  by  the  Company, certificates surrendered for conversion
shall  be  endorsed  or  accompanied  by a written instrument or installments of
transfer,  in  form satisfactory to the Company, duly executed by the registered
holder or his or its attorney duly authorized in writing. The date or receipt of
such  certificates  and notice by the transfer agent or the Company shall be the
conversion  date ("Conversion Date").   The Company shall as soon as practicable
after  the  Conversion Date, issue and deliver at such office to such holder, or
to  his  nominees,  a  certificate  or  certificates for the number of shares of
Common  Stock  to which such holder shall be entitled together with cash in lieu
of  any  fraction  of  n  share.

                         6.5.3.2.  The  Company  shall at all times during which
the  Series  B  Preferred Stock shall be outstanding, reserve and keep available
out  of  its  authorized  but  unissued  stock, for the purpose of effecting the
conversion  of  the Series B Preferred Stock, such number of its duly authorized
shares  of  Common  Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Series B Preferred Stock. Before taking any action
which could cause an adjustment reducing the Series B Conversion Price below the
then  par  value  of the shares of Common Stock issuable upon conversion for the
Series  B Preferred Stock, the Company will take any corporate action which may,
in  the  opinion  of  its  counsel,  be  necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock at
such  adjusted  Series  B  Conversion  Price.


                                       17
<PAGE>
                         6.5.3.3.  All shares of Series B Preferred Stock, which
shall have been surrendered for conversion as herein provided shall no longer be
deemed  to  be outstanding and all rights with respect to such shares, including
the  rights, if any, to receive notices and to vote, shall immediately cease and
terminate  on  the Conversion Date, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series B
Preferred  Stock  so  converted  shall  be retired and canceled and shall not be
reissued,  and the Company may from time to time take such appropriate action as
may be necessary to reduce the number of shares of authorized Series B Preferred
Stock  accordingly.

                         6.5.3.4.  If  the  conversion  is in connection with an
underwritten  offer  of  securities registered pursuant to the Securities Act of
1933,  as  amended,  the  conversion  may  at the option of any holder tendering
Series E Preferred Stock for conversion be conditioned upon the closing with the
underwriter  of the sale of securities pursuant to such offering, in which event
the person(s) entitled to receive the Common Stock issuable upon such conversion
of  the  Series  B  Preferred  Stock  shall not be deemed to have converted such
Series  B  Preferred Stock until immediately prior to the closing of the sale of
securities.

                    6.5.4.  Adjustment  to Conversion Price for Diluting Issues.
                            ---------------------------------------------------

                         6.5.4.1.  Special  Definitions.  For  purposes  of this
                                   --------------------
Subsection  6.5.4,  the  following  definitions  shall  apply:

                              6.5.4.1.1.  "Option" shall mean rights, options or
warrants  to  subscribe  for,  purchase  or  otherwise  acquire  Common Stock or
Convertible  Securities,  excluding  rights  or  options  granted  to employees,
directors  or  consultants  of the Company pursuant to an option plan adopted by
the Board of Directors to acquire up to that number of shares of Common Stock as
is  equal to 15% of the Common Stock outstanding (provided that, for purposes of
this Subsection 6.5.4.1.1, all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion  of  shares of Preferred Stock, or (3) conversion of
Preferred  Stock  issuable  upon  conversion  or  exchange  of  any  Convertible
Security,  shall  be  deemed  to  be outstanding), minus the total number of Key
Employee  Shares  (as  defined  below).

                              6.5.4.1.2. "Original  Issue  Date"  shall mean the
date  on  which  the  first  share  of Series B Preferred Stock is first issued.

                              6.5.4.1.3. "Convertible Securities" shall mean any
evidences  of  indebtedness,  shares  or other securities directly or indirectly
convertible  into  or  exchangeable  for  Common  Stock.

                              6.5.4.1.4. "Additional  Shares  of  Common  Stock"
shall  mean  all shares of Common Stock issued by the Company after the Original
Issue  Date,  other  than  Key Employee Shares (as defined below) and other than
shares  of  Common  Stock  issued  or  issuable;


                                       18
<PAGE>
                                   6.5.4.1.4.1. as a dividend or distribution on
Series  B  Preferred  Stock;

                                   6.5.4.1.4.2. by  reason  of a dividend, stock
split,  split-up  or  other distribution on shares of Common Stock excluded from
the  definition  of  Additional  Shares  of Common Stock by the foregoing clause
6.5.4.1.4.1;

                                   6.5.4.1.4.3.  upon  the  exercise  of options
excluded  from  the  definition  of  "Option"  in  Subsection  6.5  A  1.1;  or

                                   6.5.4.1.4.4.  upon  conversion  of  shares of
Series  B  Preferred  Stock.

                              6.5.4.1.5. "Key Employee Shares" shall mean shares
of  Common  Stock  issued to directors or key employees of or consultants to the
Company  pursuant  to a restricted stock plan or agreement approved by the Board
of Directors, up to that number of shares of Common Stock as is equal to fifteen
(15%)  percent  of  the Common Stock outstanding (provided that, for purposes of
this Subsection 6.5.4.1.5. all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion of shares of Preferred Stock, or (3) upon conversion
of  Preferred  Stock  issuable  upon  conversion  or exchange of any Convertible
Security,  shall  be deemed to be outstanding), minus the total number of shares
subject  to  or  issued  pursuant  to  options  excluded  from the definition of
"Option" in paragraph (A) above (subject to appropriate adjustment for any stock
dividend,  stock  split,  combination or similar recapitalization affecting such
shares),

                    6.5.5. Adjustment for Stock Splits and Combinations.  If the
                           --------------------------------------------
Company  shall  at  any  time or from time to time after the Original Issue Date
effect  a  subdivision  of the outstanding Common Stock, the Series B Conversion
Price  then  in  effect  immediately  before  that  subdivision  shall  be
proportionately decreased. If the Company shall at any time or from time to time
after  the  Original  Issue Date combine the outstanding shares of Common Stock,
the  Series B Conversion Price then in effect immediately before the combination
shall  be  proportionately  increased. Any adjustment under this paragraph shall
become  effective  at  the  close  of  business  on that date the subdivision or
combination  becomes  effective.

                    6.5.6.  Adjustment  for Certain Dividends and Distributions.
                            ---------------------------------------------------
In  the  event  the Company at any time, or from time to time after the Original
Issue  Date  shall  make  or  issue, a dividend or other distribution payable in
Additional  Shares  of  Common  Stock,  then and in each such event the Series B
Conversion  Price  shall  be  decreased  as  of  the  time  of such issuance, by
multiplying  the  Series  B  Conversion  Price  by  a  fraction:

     -    the  numerator  of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance,  and

     -    the denominator of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance  plus  the


                                       19
<PAGE>
          number  of shares of Common Stock issuable in payment of such dividend
          or  distribution.

                    6.5.7.  Adjustments  for  Other Dividends and Distributions.
                            ---------------------------------------------------
In  the  event  the  Company at any time or from time to time after the Original
Issue  Date  shall  make  or  issue  a dividend or other distribution payable in
securities  of  the  Company other than shares of Common Stock, then and in each
such event provision shall be made so that the holders of shares of the Series B
Preferred  Stock shall receive upon conversion thereof in addition to the number
of  shares of Common Stock receivable thereupon, the amount of securities of the
Company  that  they  would have received had their Series B Preferred Stock been
converted into Common Stock on the date of such event and had thereafter, during
the  period  from  the  date of such event to and including the conversion date,
retained  such  securities  receivable  by  them as aforesaid during such period
given,  application to all adjustments called for during such period, under this
paragraph  with  respect  to the rights of the holders of the Series B Preferred
Stock.

                    6.5.8.  Adjustment  for  Reclassification,  Exchange,  or
                            -------------------------------------------------
Substitution.  If  the Common Stock issuable upon the conversion of the Series B
- ------------
Preferred  Stock  shall be changed into the same or a different number of shares
of  any  class  or  classes  of  stock,  whether  by  capital  reorganization,
reclassification,  or  otherwise  (other  than  a  subdivision or combination of
shares  or  stock  dividend  provided  for  above,  or a reorganization, merger,
consolidation,  or  sale  of  assets  provided for below), then and in each such
event  the holder of each share of Series B Preferred Stock shall have the right
thereafter to convert such share into the kind and amount of shares of stock and
other  securities  and  property  receivable  upon  such  reorganization,
reclassification,  or other change, by holders of the number of shares of Common
Stock  into  which  such  shares  of  Series  B  Preferred Stock might have been
converted immediately prior to such reorganization, reclassification, or change,
all  subject  to  further  adjustment  as  provided  herein.

                    6.5.9.  Adjustment  for  Merger, or Reorganization, etc.  In
                            -----------------------------------------------
case  of  any  consolidation  or  merger  of  the  Company  with or into another
corporation or the sale of all or substantially all of the assets of the Company
to  another  corporation:

                         6.5.9.1.  if  the  surviving  entity  shall  consent in
writing to the following provisions, then each share of Series B Preferred Stock
shall  thereafter  be convertible into the kind and amount of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock  of  the  Company  deliverable  upon conversion of such Series B Preferred
Stock  would have been entitled upon such consolidation, merger or sale; and, in
such  case,  appropriate adjustment (as determined in good faith by the Board of
Directors)  shall  be made in the application for the provisions in this Section
6.5  set forth with respect to the rights and interest thereafter of the holders
of  the  Series  B  Preferred Stock, to the end that the provisions set forth in
this  Section  6.5  (including  provisions  with respect to changes in and other
adjustments of the Series B Conversion Price) shall thereafter be applicable, as
nearly  as  reasonably  may  be,  in  relation  to  any shares of stock or other
property  thereafter  deliverable  upon the conversion of the Series B Preferred
Stock;  or


                                       20
<PAGE>
                         6.5.9.2.  if the surviving entity shall not so consent,
then  each holder of Series B Preferred Stock may elect to convert such Series B
Preferred  Stock into Common Shares as provided in this Section 6.5 or to accept
the  distributions  to  which  such  holder shall be entitled under Section 6.3.

                    6.5.10.  No  Impairment.  The Company will not, by amendment
                             --------------
of  its  Articles  of  Incorporation, as amended, or through any reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities  or any other voluntary action, avoid or seek to avoid the observance
or  performance of any of the terms to be observed or performed hereunder by the
Company,  but  will at all times in good faith assist in the carrying out of all
the  provisions  of this Section 6.5 and in the taking of all such action as may
be  necessary  or appropriate in order to protect the Series B Conversion Rights
of  the  holders  of  the  Series  B  Preferred  Stock  against  impairment.

                    6.5.11.  Certificate as to Adjustments.  Upon the occurrence
                             -----------------------------
of  each adjustment or readjustment of the Series B Conversion Price pursuant to
this  Section  6.5.,  the  Company  at  its  expense shall promptly compute such
adjustment  or  readjustment  in accordance with the terms hereof and furnish to
each  holder,  if  any,  of Series B Preferred Stock a certificate setting forth
such  adjustment or readjustment and showing in detail the facts upon which such
adjustment  or  readjustment  is based and shall file a copy of such certificate
with  its corporate records.  The Company shall, upon the written request at any
time of any holder of Series B Preferred Stock, furnish or cause to be furnished
to  such  holder  a  similar  certificate setting forth (1) such adjustments and
readjustments,  (2)  the  Series  B Conversion Price then in effect, and (3) the
number of shares of Common Stock and the amount, if any, of other property which
then  would be received upon the conversion of Series B Preferred Stock. Despite
such  adjustment  or  readjustment,  the  form of each or all Series B Preferred
Stock  certificates,  if  the  same  shall reflect the initial or any subsequent
conversion  price,  need  not  be  changed  in  order  for  the  adjustments  or
readjustments to be valued in accordance with the provisions of this Certificate
of  Designation,  which  shall  control.

                    6.5.12.  Notice  of  Record  Date.  In  the  event:
                             ------------------------

                         6.5.12.1  that  the Company declares a dividend (or any
other  distribution)  on  its  Common  Stock  payable  in  Common Stock or other
securities  of  the  Company;

                         6.5.12.2  that  the  Company subdivides or combines its
outstanding  shares  of  Common  Stock;

                         6.5.12.3  of  any  rectification of the Common Stock of
the  Company  (other than a subdivision or combination of its outstanding shares
of  Common  Stock  or a stock dividend or stock distribution thereon), or of any
consolidation  or  merger of the Company into or with another corporation, or of
the  sale  of  all  or  substantially  all  of  the  assets  of  the Company; Or

                         6.5.12.4.  of the involuntary or voluntary dissolution,
liquidation  or  winding  up  of  the  Company


                                       21
<PAGE>
then  the  Company  shall  cause  to  be filed at its principal office or at the
office  of the transfer agent of the Series B Preferred Stock and shall cause to
be mailed to the holders of the Series B Preferred Stock at their last addresses
as shown on the records of the Company or such transfer agent, at least ten days
prior  to  the  record date specific in (A) below or twenty days before the date
specified  in  (B)  below,  a  notice  stating

                              6.5.12.4.1  the  record  date  of  such  dividend,
distribution,  subdivision  or  combination, or, if a record is not to be taken,
the  date  as  of  which the holders of Common Stock of record to be entitled to
such  dividend, distribution subdivision or combination are to be determined, or

                              6.5.12.4.2  the  date  on  which  such
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up  is  expected  to  become  effective, and the date as of which it is
expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares  of Common Stock for securities or other property deliverable upon
such  reclassification,  consolidation, merger, sale, dissolution or winding up.

               6.6. Forfeiture  of  the  Series  B Preferred Stock. Any Series B
                    ---------------------------------------------
Preferred Stock shall be canceled and forfeited forthwith, and all rights of any
holder  of  such  Series  B Preferred Stock and any accrued and unpaid dividends
thereon  shall  immediately  terminate,  if  such  Series  B  Preferred Stock is
outstanding  on  November  30,  2004.

          7.   Stock  Rights  and Options. The Corporation shall have authority,
               --------------------------
as  provided  under  the laws of the State of Nevada, to create and issue rights
and  options  entitling  the  holders thereof to purchase shares of stock of the
Corporation.  The  issuance  of  such  rights  and  options,  whether  or not to
directors,  officers or employees of the Corporation or of any affiliate thereof
and  not  to the stockholders generally, need not be approved or ratified by the
stockholders of the Corporation or be authorized by or be consistent with a plan
approved  or  ratified  by  the  stockholders  of  the  Corporation.

          8.   Directors  and  Officers.  The  number of persons to serve on the
               ------------------------
board  of  directors  thereafter shall be fixed by the Bylaws, but the number of
directors  fixed  by  the  Bylaws  shall  never  be  less  than  one.

          9.   Distributions  to  Stockholders.  The  hoard  of directors of the
               -------------------------------
corporation  may from time to time, distribute to its stockholders, a portion of
its  assets,  in cash or property, whether or not the distribution, after giving
it  effect would cause the Corporation's total assets to be less than the sum of
the  total liabilities plus the amount that would be needed, if dissolution were
to  occur  at  the time of distribution, to satisfy the preferential rights upon
dissolution  of  stockholders  whose  preferential  rights are superior to those
receiving the distribution. The Board of Directors may base a determination that
a  distribution  is  permitted hereunder on (i) financial statements prepared on
the  basis  of accounting practices that are reasonable under the circumstances;
(ii)  a  fair  valuation, including, but not limited to, unrealized appreciation
and  depreciation;  or  (iii)  any  other  method  that  is  reasonable  in  the
circumstances.


                                       22
<PAGE>
          10.  Director  and  Officer  Liability.  A director and officer of the
               ---------------------------------
Corporation  shall  not  be  personally  liable  to  the  Corporation  or  its
stockholders  for damages for breach of fiduciary duty as a director or officer,
except  for  liability  (i)  for  acts  or  omissions  which involve intentional
misconduct,  fraud  or  a  knowing violation of law, or (ii) for authorizing the
unlawful  distribution  in  violation  of  Section  78,300 of the Nevada General
Corporation Law. If the Nevada General Corporation Law is amended after approval
by  the  stockholders  of  this  Article  to  authorize corporate action further
eliminating  or  limiting  the personal liability of directors or officers, then
the liability of a director or officer of the Corporation shall be eliminated or
limited  to  the fullest extent permitted by the Nevada General Corporation Law,
as  so  amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director or
officer  of the Corporation existing at the time of such repeal or modification.
No  amendment  to  the  Nevada  Revised  Statutes  that further limits the acts,
omissions  or  transactions  for which elimination or limitation of liability is
permitted  shall  affect  the  liability  of  a director or officer for any act,
omission  or  transaction  which  occurs  prior  to  the  effective date of such
amendment.

Dated: December 11, 1998               RIGL Corporation
                --

                                       By:  /s/  Kevin  L.  Jones
                                          ----------------------------
                                          Kevin L. Jones, President


                                       By:  /s/  Peter  DeKrey
                                          ----------------------------
                                          Peter DeKrey, Secretary


                                       23
<PAGE>
            THIS FORM SHOULD ACCOMPANY AMENDED AND RESTATED ARTICLES
                    OF INCORPORATION FOR A NEVADA CORPORATION


1.   Name of corporation                RIGL Corporation
                         . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.   Date of adoption of Amended and Restated Articles    December 11, 1998
                                                       . . . . . . . . . . . . .

3.   If the articles were amended, please indicate what changes have been made:
     (a)  Was there a name change?  Yes [ ] No [X] If yes, what is the new name?

          Not Amended Restated only
           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (b)  Did you change the resident agent?  Yes [ ] No[X] If yes, please
          indicate the new resident agent and address.

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Please attach the resident agent acceptance certificate.
     (c)  Did you change the purposes? Yes [ ] No [X] Did you add banking? [ ]
          Gaming? [ ] Insurance? [ ] None of these? [ ]
     (d)  Did you change the capital stock? Yes [ ] No [X] If yes, what is the
          new capital stock?


           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (e)  Did you change the directors? Yes [ ] No [X] If yes, indicate the
          change:


           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (f)  Did you add the directors liability provision?     Yes [ ]     No [X]
     (g)  Did you change the period of existence?     Yes [ ]     No [X]
          If yes, what is the new existence?

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (h)  If none of the above apply, and you have amended or modified the
          articles, how did you change your articles?

              Not Amended - Restated only
           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


          Kevin L. Jones, President                               1/4/99
 . . . . . . . . . . . . . . . . . . . . . .             . . . . . . . . . . . .
          Name and Title of Officer                                Date


State of        Arizona
         . . . . . . . . . . . .
                                     ss.
County of       Maricopa
         . . . . . . . . . . . .

     On     January 4, 1999,   , personally appeared before me, a Notary Public,
         . . . . . . . . . . . .
   Kevin L. Jones,                                            , who acknowledged
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the he/she executed the above instrument.



- --------------------------------
        Official Seal
      DIANE N. LEONARD
Notary Public - State of Arizona                  Diane N. Leonard
       MARICOPA COUNTY                 . . . . . . . . . . . . . . . . . . . .
  My Comm. Expires May 15, 2002                    Notary Public
- --------------------------------
     (NOTARY STAMP OR SEAL)


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>4
<FILENAME>doc7.txt
<TEXT>
                                                                     EXHIBIT 3.4


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                     RIGL CORPORATION, a Nevada corporation


     Pursuant to the provisions of the Nevada Revised Statutes, Title 7, Chapter
78, the undersigned officers do hereby certify:

FIRST:              The name of the corporation is RIGL CORPORATION

SECOND:             The following sets forth the amendment to the following
                    article:

                    1.     Name.  The name of the corporation is
                           ----

                           YP.NET, INC. (the "Corporation")

THIRD:              The amendment was adopted and approved by the
                    shareholders on August 12, 1999.  The number of shares
                    outstanding at the time of such adoption was 38,524,603
                    and the number of shares entitled to vote thereon was
                    38,524,603.  The number of shares voted for the
                    amendment were 25,176,771.  The number of votes for the
                    amendment were sufficient for approval.



DATED September 13, 1999

                                        RIGL CORPORATION, a Nevada
                                        Corporation



                                        By:  /s/ Kevin L. Jones
                                           -------------------------
                                                 Kevin L. Jones, President


                                        By:  /s/ Peter de Krey
                                           -------------------------
                                                 Peter de Krey, Secretary


<PAGE>


STATE OF ARIZONA    )
                    )  ss.
COUNTY of Maricopa  )

On September 13, 1999, personally appeared before me, a Notary Public, for the
State and County aforesaid, KEVIN L JONES, as President of RIGL CORPORATION, who
acknowledged that he executed the above instrument.

                                           /s/  Diane N. Leonard
                                           --------------------------------
                                           Notary Public

                          Official Seal
                         DIANE N. LEONARD
[Notarial Seal]   Notary Public - State of Arizona
                         MARICOPA COUNTY
                   My Comm. Expires May 15, 2002
                  --------------------------------
                       (NOTARY STAMP OR SEAL)


STATE OF ARIZONA    )
                    )  ss.
COUNTY of Maricopa  )

On September 13, 1999, personally appeared before me, a Notary Public, for the
State and County aforesaid, PETER DE KREY, as President of RIGL CORPORATION, who
acknowledged that he executed the above instrument.

                                           /s/  Diane N. Leonard
                                           --------------------------------
                                           Notary Public

                          Official Seal
                         DIANE N. LEONARD
[Notarial Seal]   Notary Public - State of Arizona
                         MARICOPA COUNTY
                   My Comm. Expires May 15, 2002
                  --------------------------------
                       (NOTARY STAMP OR SEAL)


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>doc8.txt
<TEXT>
                                                                    Exhibit 10.4

                                    LEASE FOR


                           101 CONVENTION CENTER PLAZA



                                     BETWEEN




                           TOMORROW 33 CONVENTION, LP
                           --------------------------
                                    LANDLORD



                                      AND



                               TELCO BILLING, INC
                               ------------------
                                     TENANT



                                        1
<PAGE>
Lease  Form  6/17/03
- --------------------


<TABLE>
<CAPTION>
                    TABLE OF CONTENTS


Section                                                     Page
- -------                                                     ----
<S>                                                        <C>
     1.  THE PARTIES . . . . . . . . . . . . . . . . . . .     4

     2.  DEFINITIONS AND BASIC TERMS . . . . . . . . . . .     4

     3.  LEASE OF PREMISES . . . . . . . . . . . . . . . .     5

     4.  TERM. . . . . . . . . . . . . . . . . . . . . . .     5

     5.  PAYMENT OF RENT . . . . . . . . . . . . . . . . .     6

     6.  ADDITIONAL RENT . . . . . . . . . . . . . . . . .     7

     7.  SECURITY DEPOSIT. . . . . . . . . . . . . . . . .     9

     8.  USE . . . . . . . . . . . . . . . . . . . . . . .    10

     9.  TENANT IMPROVEMENTS . . . . . . . . . . . . . . .    10

     10.  ALTERATIONS. . . . . . . . . . . . . . . . . . .    10


                                        2
<PAGE>
     11.  LANDLORD'S SERVICES. . . . . . . . . . . . . . .    11

     12.  REPAIRS. . . . . . . . . . . . . . . . . . . . .    12

     13.  TRANSFERS. . . . . . . . . . . . . . . . . . . .    12

     14.  RISK ALLOCATION AND INSURANCE. . . . . . . . . .    13

     15.  INDEMNITY. . . . . . . . . . . . . . . . . . . .    16

     16.  CASUALTY . . . . . . . . . . . . . . . . . . . .    16

     17.  CONDEMNATION . . . . . . . . . . . . . . . . . .    17

     18.  RULES AND REGULATIONS. . . . . . . . . . . . . .    17

     19.  SUBORDINATION & MORTGAGEES . . . . . . . . . . .    17

     20.  TAXES. . . . . . . . . . . . . . . . . . . . . .    18

     21.  EVENTS OF DEFAULT. . . . . . . . . . . . . . . .    19

     22.  REMEDIES . . . . . . . . . . . . . . . . . . . .    20

     23.  LANDLORD'S LIEN. . . . . . . . . . . . . . . . .    22

     24.  NON-WAIVER . . . . . . . . . . . . . . . . . . .    22

     25.  SURRENDER OF PREMISES. . . . . . . . . . . . . .    22

     26.  HOLDING OVER . . . . . . . . . . . . . . . . . .    23

     27.  RIGHTS RESERVED BY LANDLORD. . . . . . . . . . .    23

     28.  LANDLORD'S DEFAULT . . . . . . . . . . . . . . .    24

     29.  RELOCATION . . . . . . . . . . . . . . . . . . .    24

     30.  PARKING. . . . . . . . . . . . . . . . . . . . .    25

     31.  MISCELLANEOUS. . . . . . . . . . . . . . . . . .    25

     32.  REPRESENTATIONS, WARRANTIES AND


                                        3
<PAGE>
               COVENANTS OF TENANT . . . . . . . . . . . .    27

     33.  ENVIRONMENTAL PROVISIONS . . . . . . . . . . . .    27
</TABLE>


                                        4
<PAGE>
                                 LEASE AGREEMENT



THIS LEASE AGREEMENT ("Lease") is entered into between Landlord and Tenant, each
as  defined  below  in  Section  1.


<TABLE>
<CAPTION>
<S>  <C>                            <C>
1.   THE  PARTIES

     Landlord's Name and             Tomorrow 33 Convention L.P.
     type of entity:                 a Delaware Limited Partnership


     Landlord's Addresses            330 Garfield Street, Suite 200
     for Notices:                    Santa Fe, NM 87501


     Landlord's Payment              101 Convention Center Drive, Suite 370
     Address:                        Las Vegas, NV 89109


     Tenant's Name; and              Telco Billing, Inc
     Type of entity; and             a Nevada Corporation
     State of organization

     Tenant's Address                4840 E Jasmine Street
     for Notices:                    Suite 105
                                     Mesa AZ 85205

     Tenant's Social Security or
     Federal ID Number               880391859


2.  DEFINITIONS  AND  BASIC  TERMS

The following definitions and basic terms shall have the indicated meanings when
used  in  this  Lease:

a.   Building:                      101 Convention Center Drive, Las Vegas, NV 89109

b.   Premises:                      Suites 1001/1002 in the Building.  The Premises are outlined on the
                                    plan attached to the Lease as Exhibit "B".


                                        5
<PAGE>
c.   Property:                      The Building, the parcel of land upon which the Building is situated
                                    and any other improvements located thereon.  The legal description
                                    of the Property is attached to the Lease as Exhibit "A".

d.   Tenant's Rentable
     Square Feet:                   3,591

e.   Total Rentable Square
     Feet in the Building:          304,849

f.   Tenant's Proportionate
     Share:                         1.18% which is the percentage obtained by dividing (i) Tenant's
                                    Rentable Square Feet by (ii) the total Rentable Square Feet in the
                                    Building. Tenant's Percentage shall be equitably adjusted in the
                                    event of a change in the number of rentable square feet of space in
                                    the Building.


g.   Scheduled Commencement Date:   September 1, 2003

h.   Commencement Date:             The Commencement Date is defined in Section 4.

i.   Term:                          Thirty-seven months, commencing on the Commencement Date
                                    and ending at 5:00 p.m., September 1, 2006 subject to adjustment
                                    and earlier termination as provided in the Lease.

j.   Base Rent

     Lease Years                    Monthly Base Rent   Annual Base Rent

     9/01/03-9/30/03                $0                          N/A
     10/01/03-9/30/04               $16,643.35          $199,720.20
     10/01/04-9/30/05               $16,842.65          $202,111.81
     10/01/05-9/30/06               $17,047.93          $204,575.15

k.   Additional Rent:               Additional Rent is defined in Section 6.

l.   Rent:                          Base Rent, Additional Rent and all other sums that Tenant may owe
                                    to Landlord under this Lease.

m.   Security Deposit:              $ 17,093.16


                                        6
<PAGE>
n.   Base Year:                     Base Year: 2004

o.   Permitted Use:                 General office use and no other

p.   Property Management
     Company/Address:               Kennedy Wilson Properties, Ltd.
                                    101 Convention Center Drive, Suite 370
                                    Las Vegas, NV 89109

q.   Guarantor(s)
     (name and address):            YP.NET

r.   Parking Spaces:                Landlord shall grant to Tenant the use of ten (10) covered parking
                                    spaces within the Buildings parking garage, at a rate of twenty
                                    ($20.00) dollars per space per month for the initial lease term and any
                                    Option to renew.

s.   Landlord's Mortgagee:          ING Investment Management LLC
                                    5780 Powers Ferry Road, NW, Suite 300
     and Address:                   Atlanta, Georgia 3032-4349
     or such other future mortgagee and address as Landlord shall advise Tenant.
</TABLE>


3.   PREMISES

     3.1  Premises.  Landlord,  in  consideration of the Rent to be paid and the
          --------
     covenants  and agreements to be performed by Tenant, does hereby lease unto
     Tenant  the Premises, together with the non-exclusive right and easement to
     use  the  parking,  if  any,  and  any other common facilities in or on the
     Building and the Property, to the extent the same may exist, which may from
     time  to  time  be  furnished  by Landlord, in common with Landlord and the
     tenants  and  occupants  of  the  Building,  and  their  respective agents,
     employees, licensees, customers and invitees; subject however to reasonable
     restrictions  by  Landlord  as  to  the  use  of  the  foregoing.


     3.2  Common  Areas.  Landlord  further  grants  to  Tenant the nonexclusive
          -------------
     right  to  use  in common with all of the tenants of the Property and their
     respective  clients,  employees,  agents, customers, invitees and licensees
     and  other  persons  those  areas or parts of the Building and the Property
     which are designed for use in common by all of the tenants of the Property,
     including  but  not  limited  to  entrances  and  exits, lobbies, hallways,
     corridors  and  stairwells,  elevators,  restrooms,  sidewalks,  driveways,
     parking  areas,  landscaped  areas,  and  such  other areas or parts of the
     Property  as  may be designated by the Landlord as part of the Common Areas
     (the  "Common Areas") subject to such rules and regulations as Landlord may
     adopt and modify from time to time relative to the use of the Common Areas.


                                        7
<PAGE>
     a.  Rules  and Regulations for Common Areas.  The Common Areas shall at all
         ---------------------------------------
     times  be  subject to the exclusive management and control of Landlord, and
     Landlord  shall have the right, from time to time, to establish, modify and
     enforce  reasonable  rules  and regulations with respect to all such Common
     Areas,  and the use of such Common Areas by Tenant shall be subject to such
     rules  and  regulations.

     b.  Changes  in Common Areas.  Landlord may do and perform such acts in and
         ------------------------
     to  said  Common  Areas  as, in Landlord's good business judgment, Landlord
     shall determine to be advisable. Landlord hereby reserves the right to make
     alterations,  additions, deletions or changes including, but not limited to
     changes  in  size  and configuration of said Common Areas provided that (i)
     Tenant  has  access  to  the Premises at all times and (ii) the exercise of
     such rights do not unreasonably interfere with Tenant's business operations
     in  the  Premises.


4.   TERM

     The Commencement Date shall be the later of:

     a.   the  Scheduled  Commencement  Date  or;

     b.   the  date  of  substantial  completion of the Premises by Landlord, as
     defined  below;  provided  the  Commencement Date shall not be extended for
     delays  which  are  due  to  (x)  special  changes or additions required by
     Tenant;  (y)  delays  of  Tenant  in  submitting  plans  or specifications,
     supplying  information,  giving  authorization,  or  otherwise;  or (z) any
     default  or  other  delay  of  Tenant  (collectively, "Tenant Delays"). The
     Tenant shall be bound by a written certification by Landlord as to the date
     that  the  Premises are ready for occupancy by the Tenant and, in the event
     that  there  are Tenant Delays, the Landlord's architect shall determine in
     its  reasonable discretion the date that the Premises would have been ready
     for  occupancy  but  for  such  Tenant  Delays.

     If the Commencement Date is not the first day of a calendar month, then the
     Term  shall  be  extended by the time between the Commencement Date and the
     first  day of the next month. If this Lease is executed before the Premises
     become  vacant or otherwise available and ready for occupancy by Tenant, or
     if  any  present  occupant  of  the Premises holds over and Landlord cannot
     acquire  possession  of the Premises before the Commencement Date, then (a)
     Landlord  shall  not  be  in  default  hereunder  or  be liable for damages
     therefore  and  (b)  Tenant  shall  accept  possession of the Premises when
     Landlord  tenders  possession  thereof  to  Tenant.  Notwithstanding  the
     foregoing,  by  occupying  the  Premises,  Tenant  shall  be deemed to have
     accepted  the  Premises  in its condition as of the date of such occupancy,
     and the Commencement Date shall be the date of such occupancy. Tenant shall
     execute  and  deliver  to  Landlord,  within  ten  days  after Landlord has
     requested  same,  a  letter confirming (i) the Commencement Date, (ii) that
     Tenant has accepted the Premises, and (iii) that Landlord has performed all
     of  its  obligations  with  respect  to the Premises (except for punch-list
     items  specified  in  such  letter).  The term "substantial completion" (or


                                        8
<PAGE>
     "substantially  complete")  as  used  in  the Lease means the date when the
     Premises  are ready for occupancy by Tenant, subject to completion of minor
     details  of  construction  or  minor  mechanical  adjustments  that  do not
     materially  interfere  with  Tenant's  occupancy.

5.   PAYMENT OF RENT

     a.   Payment.  Tenant  shall  timely  pay  to  Landlord,  without  demand,
           ------
     deduction,  abatement  or  offset  (except as otherwise expressly set forth
     herein),  the  Rent  at  Landlord's  Payment Address. Rent shall be payable
     monthly  in  advance  in  United  States  dollars.

     The  first  monthly  installment  of  Rent  shall  be  due  and  payable
     contemporaneously  with  the  execution  of this Lease; thereafter, monthly
     installments  of  Rent  shall  be  due  on the first day of the second full
     calendar  month  of  the Term and continuing thereafter on the first day of
     each  succeeding  calendar  month  during the Term. Rent for any fractional
     month  shall be prorated based on 1/365 of the current annual Rent for each
     day  of  the partial month this Lease is in effect, and shall be due on the
     Commencement  Date.

     b.   Late Payments.  Tenant hereby acknowledges that late payment by Tenant
          -------------
     to  Landlord  of  Rent  and other sums due hereunder will cause Landlord to
     incur  costs not contemplated by this Lease, the exact amount of which will
     be  extremely  difficult  to  ascertain.  Such  costs  include, but are not
     limited  to,  processing and accounting charges, and late charges which may
     be  imposed  on  Landlord  by  the  terms of any mortgage or Deed of Trust,
     covering the Premises. Accordingly, if any installment of Rent or any other
     sum  due  from  Tenant  shall  not  be  received  by Landlord or Landlord's
     designee  within five (5) days after such amount shall be due, Tenant shall
     pay  to  Landlord  a late charge equal to the lesser of 10% of such overdue
     amount  or  the  maximum allowed by law. The parties hereby agree that such
     late charge represents a fair and reasonable estimate of the costs Landlord
     will  incur  by  reason  of late payment by Tenant. Acceptance of such late
     charge  by  Landlord  shall  in  no  event  constitute a waiver of Tenant's
     default  with  respect  to  such  overdue amount, nor prevent Landlord from
     exercising  any  of  the  other  rights  and  remedies  granted  hereunder.

     c.  Tenant  shall  also pay to Landlord monthly as Additional Rent, without
     demand,  any rent tax, sales tax or other tax (other than Landlord's income
     tax)  which  may be levied by any authorized governmental authority against
     the  Base Rent or any Additional Rent payable to Landlord under this Lease.

     d.   Landlord  may  from time to time designate a lock box collection agent
     for  the  collection  of Rent or other charges due Landlord. In such event,
     the date of payment shall be the date of receipt by the lock box collection
     agent of such payment (or the date of collection of any such sum if payment
     is  made  in the form of a negotiable instrument thereafter dishonored upon
     presentment);  however,  for the purposes of this Lease, no such payment or
     collection  shall  be  deemed "accepted" by Landlord if an Event of Default
     shall  have  occurred, and if Landlord thereafter remits a check payable to
     Tenant  in  the  amount  received  by  the  lock  box  collection


                                        9
<PAGE>
     agent  within  twenty  one  (21)  days  after  the amount sent by Tenant is
     received  by  the lock box collection agent or, in the case of a dishonored
     instrument,  within  twenty  one  (21)  days  after collection. Neither the
     negotiation  of  Tenant's  negotiable instrument by the lock box collection
     agent,  nor  the  possession of the funds by Landlord during the twenty one
     (21)  day  period, nor the return of any such sum to Tenant shall be deemed
     to  be  inconsistent  with the rejection of Tenant's tender of such payment
     (or  collection),  nor shall any of such events be deemed to be a waiver of
     any breach by Tenant of any term, covenant or condition of this Lease nor a
     waiver  of  any  of  Landlord's  rights  or  remedies.

6.   ADDITIONAL RENT

     a.   Payment  of  Additional Rent.  Tenant shall pay as Additional Rent any
          ----------------------------
     increases in the amount equal to Tenant's Proportionate Share multiplied by
     the  difference  of  (a)  the  total  annual Operating Expenses, as defined
     below, for the calendar year in question and (b) the Operating Expenses for
     the  Base  Year. Landlord may collect such amount in a lump sum, due within
     30  days  after  Landlord  furnishes  to Tenant an annual Operating Expense
     Statement  as  defined below. Alternatively, Landlord may make a good faith
     estimate  of  the Additional Rent to be due by Tenant for any calendar year
     or  part thereof during the Term, and, unless Landlord delivers to Tenant a
     revision of the estimated Additional Rent, Tenant shall pay to Landlord, on
     the  Commencement  Date  and  on  the  first  day  of  each  calendar month
     thereafter,  an  amount  equal  to  the  estimated Additional Rent for such
     calendar  year  or  part  thereof  divided  by the number of months in such
     calendar  year during the Term. From time to time during any calendar year,
     Landlord  may  estimate  and  re-estimate  the Additional Rent to be due by
     Tenant  for  that  calendar  year  and  deliver  a  copy of the estimate or
     re-estimate  to  Tenant. Thereafter, the monthly installments of Additional
     Rent  payable  by Tenant shall be appropriately adjusted in accordance with
     the  estimations  so  that,  by  the  end of the calendar year in question,
     Tenant shall have paid all of the Additional Rent as estimated by Landlord.
     Any  amounts  paid based on such an estimate shall be subject to adjustment
     pursuant  to  Section 6c when actual "Operating Expenses" are available for
     each  calendar  year.

     b.  Operating  Expenses.  "Operating  Expenses" shall mean all expenses and
         -------------------    -------------------
     disbursements  of  every  kind (subject to the limitations set forth below)
     which  Landlord incurs, pays or becomes obligated to pay in connection with
     the  ownership,  operation,  and maintenance of the Property, including but
     not  limited  to  the  following:

          (i)  all  taxes  and  assessments  and  governmental  charges  whether
          federal,  state, county or municipal, and whether they be by taxing or
          management  districts  or  authorities  presently taxing or by others,
          subsequently created or otherwise, and any other taxes and assessments
          attributable  to  the  Property  (or  its operation), and the grounds,
          parking  areas,  driveways, and alleys around the Property, excluding,
          however,  federal  and  state taxes on income (collectively, "Property
                                                                        --------
          Taxes");  if the present method of taxation changes so that in lieu of
          -----
          the  whole  or  any  part  of  the  Property Taxes, there is levied on
          Landlord  a  capital  tax  directly  on  the  rents


                                       10
<PAGE>
          received  there  from or a franchise tax, assessment, or charge based,
          in  whole  or in part, upon such rents for the Property, then all such
          taxes, assessments, or charges, or the part thereof so based, shall be
          included  within  the  term  "Property  Taxes";

          (ii)  wages  and  salaries  of all employees engaged in the operation,
          repair,  replacement,  maintenance,  and  security  of  the  Property,
          including  taxes,  insurance  and  benefits  relating  thereto;

          (iii)  management  fees

          (iv)  all  supplies  and materials used in the operation, maintenance,
          repair,  replacement,  and  security  of  the  Property;

          (v)  annual  cost  of  all  capital  improvements made to the Property
          which  can reasonably be expected to reduce the normal operating costs
          of  the Property, as well as all capital improvements made in order to
          comply  with  any  law  hereafter  promulgated  by  any  governmental
          authority,  as  amortized  over  the  useful  economic  life  of  such
          improvements  as  determined  by Landlord in its reasonable discretion
          (without  regard  to  the  period  over which such improvements may be
          depreciated  or  amortized  for  federal  income  tax  purposes);

          (vi)  cost of all utilities, other than the cost of utilities actually
          reimbursed  to  Landlord  by  the  Building's  tenants;

          (vii) cost of any insurance or insurance related expense applicable to
          the  Property  and the personal property used in connection therewith;

          (viii)  cost  of repairs, replacements, and general maintenance of the
          Property;

          (ix)  cost  of  service  or  maintenance  contracts  with  independent
          contractors  for  the  operation, maintenance, repair, replacement, or
          security  of  the  Property  (including,  without  limitation,  alarm
          service,  window  cleaning,  and  elevator  maintenance);  and

          (x)  the amount of basic rent payable under and pursuant to any ground
          lease  pertaining  to  the  land  on  which  the  Building is located.

     There  are specifically excluded from the definition of the term "Operating
     Expenses"  the  following  costs:

          (1)  capital  improvements  made  to  the Property, other than capital
          improvements described in subparagraph (iv) above and except for items
          which, though capital for accounting purposes, are properly considered
          maintenance  and  repair  items,  such  as  painting  of common areas,
          replacement  of  carpet  in  elevator  lobbies,  and  the  like;


                                       11
<PAGE>
          (2)  repair,  replacements and general maintenance paid by proceeds of
          insurance  or  by  Tenant  or  other  third  parties,  and alterations
          attributable  solely  to  tenants  of  the Property other than Tenant;

          (3)  interest,  amortization  or  other payments on loans by Landlord;

          (4)  depreciation  of  the  Building;

          (5)  leasing  commissions;

          (6)  legal expenses, other than those incurred for the general benefit
          of  the  Property's  tenants  (e.g.,  tax  disputes);

          (7)  renovating  or otherwise improving tenant space for other tenants
          of the Property or vacant space in the Building (except common areas);


          (8)  correcting  structural  defects  in  the  construction  of  the
          Building;  and

          (9)  federal  income  taxes  imposed  on  or measured by the income of
          Landlord  from  the  operation  of  the  Property.

     c.   Operating  Expense  Statement.  Landlord  shall  provide  an  annual
          -----------------------------
     Operating  Expense  statement  including  a  statement of Landlord's actual
     Operating Expenses for the previous year adjusted as provided in subsection
     6d. If the annual Operating Expense Statement reveals that Tenant paid more
     for  Additional  Rent than the actual amount due in the year for which such
     statement  was prepared, then Landlord shall promptly credit (or reimburse,
     if  the  Lease has terminated and Tenant is not in default) Tenant for such
     excess.  Likewise,  if  Tenant  paid  less than the actual amount due, then
     Tenant  shall promptly pay Landlord such deficiency. This provision applies
     only to Tenant's Additional Rent and shall never require a refund or credit
     of  Base  Rent.

     d.   Building  Occupancy.  With  respect  to  any  calendar year or partial
          -------------------
     calendar  year  in  which  the Building is not occupied to the extent of at
     least  ninety-five  percent  (95%) of the Total Rentable Square Feet in the
     Building  thereof,  then  the  variable  cost  components  of the Operating
     Expenses  (not  including real estate taxes) which are based upon occupancy
     shall  be equitably adjusted so that the total amount of Operating Expenses
     for  such  period  shall  be  increased to the amount which would have been
     incurred  had  the  Building  been  occupied  to  the extent of ninety-five
     percent  (95%)  of  the Total Rentable Square Feet in the Building thereof.

7.   SECURITY DEPOSIT

     Contemporaneously  with  the  execution  of this Lease, Tenant shall pay to
     Landlord, in immediately available funds, the Security Deposit, which shall
     be  held by Landlord without liability for interest and as security for the
     performance  by  Tenant  of  its obligations under this Lease. The Security


                                       12
<PAGE>
     Deposit  is  not  an  advance  payment  of  Rent  or  a measure or limit of
     Landlord's  damages upon an Event of Default (defined below). Landlord may,
     from  time  to time and without prejudice to any other remedy, use all or a
     part  of  the  Security  Deposit to perform any obligation which Tenant was
     obligated, but failed, to perform hereunder. Following any such application
     of  the Security Deposit, Tenant shall pay to Landlord on demand the amount
     so applied in order to restore the Security Deposit to its original amount.
     Within a reasonable time after the Term ends, provided Tenant has performed
     all  of  its  obligations  hereunder,  Landlord  shall return to Tenant the
     balance  of  the  Security  Deposit  not  applied  to  satisfy  Tenant's
     obligations.  If  Landlord  transfers  its  interest  in the Premises, then
     Landlord  may  assign  the  Security Deposit to the transferee and Landlord
     thereafter  shall  have  no  further  liability  for return of the Security
     Deposit.


8.  USE

     Tenant  shall  continuously  occupy  and  use  the  Premises  only  for the
     Permitted  Use  and  shall  comply  with  all  laws,  orders,  rules,  and
     regulations  relating to the use, condition, and occupancy of the Premises.
     The  Premises  shall  not  be  used  for  any use, which is disreputable or
     creates  extraordinary  fire  hazards  or  results  in an increased rate of
     insurance  on the Building and its contents or the storage of any hazardous
     materials  or  substances.  If,  because  of  Tenant's  acts,  the  rate of
     insurance  on  the Building or its contents increases, then such acts shall
     be  an  Event  of  Default, Tenant shall pay to Landlord the amount of such
     increase  on  demand  and acceptance of such payment shall not constitute a
     waiver of any of Landlord's rights including, without limitation, the Event
     of  Default  caused  by  such  act.  Tenant  shall conduct its business and
     control  its  agents,  employees,  and  invitees in such a manner as not to
     create  any  nuisance  or  interfere  with other tenants or Landlord in its
     management  of  the  Building.

9.  TENANT  IMPROVEMENTS

     Improvements.  Any  tenant  finish  improvements to be provided by Landlord
     -------------
     for the Premises are described on Exhibit "E" attached hereto.

10.  ALTERATIONS

     All  improvements to the Premises made after the Commencement Date shall be
     installed  at  the  expense  of  Tenant  only  in accordance with plans and
     specifications,  which  have  been  previously submitted to and approved in
     writing  by  Landlord.  After  the initial Tenant improvements are made, no
     alterations or physical additions in or to the Premises may be made without
     Landlord's  prior written consent, which shall not be unreasonably withheld
     or delayed; however, Landlord may withhold its consent to any alteration or
     addition  that  would  affect  the  Building's structure, or the Building's
     HVAC,  plumbing,  electrical, or mechanical systems. Tenant shall not paint
     or  install  lighting  or  decorations, signs, window or door lettering, or
     advertising  media  of any type on or about the Premises without Landlord's
     prior  consent.  All  alterations,  additions,  or  improvements  (whether
     temporary  or  permanent  in  character, and including all air-conditioning


                                       13
<PAGE>
     equipment  and  all  other equipment that is in any manner connected to the
     Building's  plumbing  system)  made  in  or  upon  the  Premises, either by
     Landlord or Tenant, shall be Landlord's property at the end of the Term and
     shall  remain  on  the  Premises (unless Landlord requires removal of same)
     without  compensation to Tenant. Approval by Landlord of Tenant's plans and
     specifications prepared in connection with any improvements in the Premises
     shall  not  constitute  a  representation or warranty as to the adequacy or
     sufficiency  of such plans and specifications, or the improvements to which
     they  relate,  for  any use, purpose, or condition, but such approval shall
     merely  be  the  consent of Landlord as required hereunder. Tenant shall be
     responsible  for  the  cost  of  all  action  required  to  comply with the
     requirements  of  the  Americans with Disabilities Act of 1990 (the "ADA"),
     and  all rules, regulations, and guidelines promulgated there under, as the
     same  may  be amended from time to time, necessitated by any installations,
     additions,  or  alterations made in or to the Premises at the request of or
     by  Tenant  or  by  Tenant's use of the Premises (other than retrofit whose
     cost  has  been  particularly identified as being payable by Landlord in an
     instrument  signed  by Landlord and Tenant). If Landlord's prior consent is
     required,  such  consent  shall  not  be  unreasonably withheld or delayed;
     however,  Landlord  may  withhold  its  consent  to  any  such  painting or
     installation,  which  would  affect  the  appearance of the exterior of the
     Building  or  of  any  common  areas  of  the  Building.  Landlord shall be
     responsible for the cost of compliance with the ADA for all portions of the
     Property  not  part  of  the  Premises  or  other  leases  with  tenants.

11.  LANDLORD'S SERVICES

     a.   Services.  Provided  no  Event  of  Default  exists,  and  subject  to
          --------
     interruptions  beyond Landlord's control, Landlord shall use all reasonable
     efforts  to furnish to Tenant the services outlined on Exhibit "D" attached
     hereto.  Landlord  shall  maintain  the  common  areas  of  the Building in
     reasonably  good  order  and  condition,  except  for  damage occasioned by
     Tenant,  or  its  employees,  agents,  contractors  or  invitees.

     b.   Excess  Utility Use.  Landlord shall use reasonable efforts to furnish
          -------------------
     electrical  current  for  a reasonable number of computers, electronic data
     processing  equipment,  special lighting, and other equipment that requires
     more than 110 volts, or other equipment whose electrical energy consumption
     exceeds  normal  office  usage through the then-existing feeders and risers
     serving the Building and the Premises, and Tenant shall pay to Landlord the
     cost  of  such service within ten (10) days after Landlord has delivered to
     Tenant  an invoice therefore. The amount of such additional consumption and
     potential  consumption shall be paid by Tenant and shall be determined by a
     separate  meter  in  the  Premises which shall be installed by Landlord, at
     Tenant's  expense.  Tenant  shall  not  install  any  electrical  equipment
     requiring  special  wiring  or  requiring voltage in excess of 110 volts or
     otherwise  exceeding  Building  capacity  unless  approved  in  advance  by
     Landlord.  The  use  of  electricity  in  the Premises shall not exceed the
     capacity  of  existing feeders and risers to or wiring in the Premises. Any
     risers  or  wiring required to meet Tenant's excess electrical requirements
     shall, upon Tenant's written request, be installed by Landlord, at Tenant's
     cost,  if, in Landlord's sole and absolute judgment, the same are necessary
     and  shall  not  cause  permanent  damage  or injury to the Building or the
     Premises,  cause  or  create  a  dangerous  or  hazardous condition, entail
     excessive  or  unreasonable alterations, repairs, or expenses, or interfere


                                       14
<PAGE>
     with  or disturb other tenants of the Building.  If Tenant uses machines or
     equipment  (other  than  general  office  machines, excluding computers and
     electronic  data  processing  equipment)  in  the Premises which affect the
     temperature  otherwise  maintained  by  the  air  conditioning  system  or
     otherwise  overload  any  utility,  Landlord  may  install supplemental air
     conditioning units or other supplemental equipment in the Premises, and the
     cost  thereof,  including  the  cost  of  installation, operation, use, and
     maintenance, shall be paid by Tenant to Landlord within ten (10) days after
     Landlord  has  delivered  to  Tenant  an  invoice  therefore.

     c.   Change  or  Discontinuance.  Landlord's obligation to furnish services
          --------------------------
     under  subsection  11a shall be subject to the rules and regulations of the
     supplier  of such services and governmental rules and regulations. Landlord
     may  change  or discontinue services as needed to comply with such rules or
     regulations.

     d.   Restoration  of  Services;  Abatement.  Landlord  shall use reasonable
          -------------------------------------
     efforts to restore any service that becomes unavailable. Any unavailability
     shall  not render Landlord liable for any damages caused thereby, nor shall
     be  a  constructive  eviction of Tenant, constitute a breach of any implied
     warranty,  or,  except  as provided in the next sentence, entitle Tenant to
     any  abatement  of  Tenant's  obligations  hereunder. However, if Tenant is
     prevented  from  making  reasonable  use  of  the  Premises  for  more than
     forty-five  (45) consecutive days because of the unavailability of any such
     service,  Tenant shall, as its exclusive remedy therefore, be entitled to a
     reasonable  abatement  of  Base  Rent  for each consecutive day (after such
     forty  five  (45)  day  period)  that  Tenant  is  so prevented from making
     reasonable  use  of the Premises. Tenant agrees to promptly notify Landlord
     in  writing  of  any  interruption  of  services.

     e.   Additional  Services.  Should  Tenant  desire  any additional services
          --------------------
     beyond  those  described  here or service outside the normal times Landlord
     provides  such  services,  Landlord  may  (at  Landlord's  option),  upon
     reasonable  advance  notice  from  Tenant, furnish such services and Tenant
     shall  pay  Landlord  such charges as may be agreed on between Landlord and
     Tenant,  but  in no event at a charge less than Landlord's actual cost plus
     overhead  for  the additional services provided. By way of illustration and
     not  limitation,  special  equipment  requiring  abnormal  use  of water or
     electricity  used as a power source for data processing machines, including
     air  conditioning  costs  therefore,  large  business  machines and similar
     equipment  of  high  electrical  consumption  shall not be standard and the
     costs  thereof  shall be paid by Tenant within ten (10) days after Landlord
     delivers  to  Tenant an invoice therefore. Landlord shall, at Tenant's sole
     cost  and  expense,  install  separate  meters for measuring consumption of
     non-standard  services  within  the  Premises.

12.  REPAIRS

     a.   Landlord's  Repair  Obligations.  Within  a  reasonable time following
          -------------------------------
     receipt  of written notice from Tenant of the necessity therefore, Landlord
     shall  make necessary repairs to maintain the structure of the Premises and
     the  Building. "Structure" or "structural" for purposes of this Lease shall
     mean  only the following: foundation, roof framing and roof, weight bearing
     columns  and  weight  bearing  walls  (specifically  excluding  interior
     surfaces).  If  any  such  repair  is  required


                                       15
<PAGE>
     because  of  any  act,  neglect, or fault of Tenant, its agents, employees,
     licensees,  contractors  or  invitees,  then  Tenant  shall  pay  all costs
     therefore  within  ten (10) days after Landlord has delivered the Tenant an
     invoice  therefore.

     b.   Tenant's  Repairs.  Tenant  agrees  to  promptly  make  all  repairs
          -----------------
     (including  replacements and alterations where necessary) necessary to keep
     the  interior  of  the Premises in good order, repair and condition, except
     for  those necessitated by reasonable use and wear and to repair any damage
     caused by Tenant or Tenant's employees, agents, contractors, or invitees to
     any  portion  of  the  Property.  The  interior  shall  include:

          (i)  interior  faces  of  the  exterior  walls  of  the  building;

          (ii) interior  face  of  the  ceilings;

          (iii) floor  coverings;

          (iv) portion of the wiring, plumbing, pipes, conduits and other water,
          sewerage,  utility,  and  sprinkler  fixtures  and  equipment  in  the
          Premises  which  serve  the  Premises  exclusively.

     c.   Performance  of  Work.  All  work described in Sections 9 and 10 above
          ---------------------
     and  in  this  Section  12  shall  be  performed  only  by  Landlord  or by
     contractors  and subcontractors approved in writing which approval will not
                                                         -----------------------
     be  unreasonable  withheld by Landlord. Prior to beginning any work, Tenant
     --------------------------
     shall  cause  all  contractors  and  subcontractors to procure and maintain
     insurance  against  such risks, in such amounts, and with such companies as
     set  forth  in  subsection  14E and as Landlord may reasonably require, and
     shall  procure  payment  and  performance  bonds reasonably satisfactory to
     Landlord  covering the cost and completion of the work. All such work shall
     place  the Property in as good or better condition as that which existed at
     the time of such repair and shall be performed in accordance with all legal
     requirements  and  in a good and workmanlike manner so as not to damage any
     portion  of  the  Property.  Any  such  work  which  may  affect  the HVAC,
     electrical  system,  or  plumbing  of  the  Building must be approved by an
     engineer  acceptable  to  Landlord.

     d.   Mechanic's  Liens.  Tenant  shall  not  permit any mechanic's or other
          -----------------
     liens  to  be filed against the Premises or the Property for any obligation
     incurred  by  or  at  the  request of Tenant. If such a lien is filed, then
     Tenant  shall,  no  later  than  ten  (10) days after Landlord has notified
     Tenant,  pay either the amount of the lien or otherwise effect cancellation
     or  discharge  of  the  lien.  If  Tenant  fails to timely take either such
     action,  then  Landlord  may  pay  the lien claim without inquiry as to the
     validity thereof, and any amounts so paid, including expenses and interest,
     shall be paid by Tenant to Landlord within ten (10) days after Landlord has
     delivered  to  Tenant  an  invoice  therefore.

13.  TRANSFERS


                                       16
<PAGE>
     a.   Transfers;  Consent.  Tenant  shall  not,  without  the  prior written
          -------------------
     consent  of  Landlord  (which  shall  not  be  unreasonably  withheld); (a)
     advertise  that  any  portion  of  the Premises is available for lease; (b)
     assign,  transfer, or encumber this Lease or any estate or interest herein,
     whether  directly  or  by  operation of law; (c) permit any other entity to
     become  Tenant hereunder by merger, consolidation, or other reorganization;
     (d) if Tenant is an entity other than a corporation whose stock is publicly
     traded,  permit  the  transfer  of an ownership interest in Tenant so as to
     result in a change in the current control of Tenant; (e) sublet any portion
     of  the  Premises;  (f)  grant  any  license, concession, or other right of
     occupancy  of  any  portion  of  the Premises; or (g) permit the use of the
     Premises  by  any  parties  other  than Tenant (any of the events listed in
     clauses  (b) through (g) being a "Transfer"). If Tenant requests Landlord's
                                       --------
     consent  to  a  Transfer, then Tenant shall provide Landlord with a written
     description of all terms and conditions of the proposed Transfer, copies of
     the  proposed  documentation,  and  the  following  information  about  the
     proposed  transferee: name and address; reasonably satisfactory information
     about  its business and business history; its proposed use of the Premises;
     banking,  financial,  and  other credit information; and general references
     sufficient  to  enable  Landlord  to  determine  the  proposed transferee's
     experience  and  credit  worthiness  and  character. Tenant shall reimburse
     Landlord  for its attorneys' fees and other expenses incurred in connection
     with  considering  any  request  for its consent to a Transfer. In no event
     shall the proposed Transfer be an existing tenant currently in the Building
     or  at the Property and in no event shall the proposed Transfer be a person
     or  entity  with  whom  Landlord or its agent is negotiating and to or from
     whom  Landlord or its agent has given or received any written or oral lease
     proposal  within the past 6 months regarding leasing space in the Building.
     If  Landlord  consents to a proposed Transfer, then the proposed transferee
     shall  deliver to Landlord a written agreement whereby it expressly assumes
     Tenant's obligations hereunder; however, any transferee of less than all of
     the  space  in the Premises shall be liable only for obligations under this
     Lease that are properly allocable to the space subject to the Transfer, and
     only  to  the  extent  of  the  rent it has agreed to pay Tenant therefore.
     Landlord's  consent  to a Transfer shall not release Tenant from performing
     its  obligations  under  this  Lease,  but rather Tenant and its transferee
     shall  be  jointly  and severally liable therefore and Tenant shall execute
     any  documents  reasonably required by Landlord to confirm same. Landlord's
     consent  to  any  Transfer  shall  not  waive  Landlord's  rights as to any
     subsequent  Transfers.  If an Event of Default occurs while the Premises or
     any  part  thereof are subject to a Transfer, then Landlord, in addition to
     its  other  remedies,  may  collect directly from such transferee all rents
     becoming due to Tenant and apply such rents against Rent. Tenant authorizes
     its  transferees to make payments of Rent directly to Landlord upon receipt
     of  notice  from  Landlord  to  do  so.

     b.   Additional  Compensation.  Tenant  shall  pay to Landlord, immediately
          ------------------------
     upon  receipt thereof, one- half of all compensation received by Tenant for
     a  Transfer (whether permitted or not) that exceeds the Rent paid by Tenant
     to  Landlord  for  the  applicable portion of the Premises covered thereby.
     Landlord's  acceptance of such additional compensation shall not constitute
     Landlord's  approval  of  any Transfer that was not approved by Landlord or
     permitted  by  this  Lease.

     c.   Cancellation.  Landlord  may,  within  30  days  after  submission  of
          -------------
     Tenant's  written request for Landlord's consent to a Transfer, cancel this
     Lease  (or,  as  to a subletting or assignment, cancel as to the portion of
     the Premises proposed to be sublet or assigned) as of the date the proposed


                                       17
<PAGE>
     Transfer  was  to  be  effective.  If Landlord cancels this Lease as to any
     portion  of  the  Premises, then this Lease shall cease for such portion of
     the  Premises and Tenant shall pay to Landlord all Rent accrued through the
     cancellation  date  relating  to the portion of the Premises covered by the
     proposed Transfer and all unamortized brokerage commissions paid or payable
     by  Landlord  in  connection  with  this  Lease  that are allocable to such
     portion of the Premises. Thereafter, Landlord may lease such portion of the
     Premises  to  the  prospective  transferee (or to any other person) without
     liability  to  Tenant.

14.  RISK ALLOCATION AND INSURANCE

     a.   Allocation  of Risks.   The parties desire, to the extent permitted by
          --------------------
     law,  to  allocate  certain  risks  of  personal  injury,  bodily injury or
     property  damage,  and risks of loss of real or personal property by reason
     of fire, explosion or other casualty, and to provide for the responsibility
     for  insuring  those  risks.  It  is the intent of the parties that, to the
     extent  any  event is insured for or required herein to be insured for, any
     loss,  cost,  damage or expense arising from such event, including, without
     limitation,  the  expense of defense against claims or suits, be covered by
     insurance,  or  by the party required to obtain insurance in the event such
     party  defaults  in its obligation to do so, without regard to the fault of
     Tenant,  its  officers, employees, agents, contractors or invitees ("Tenant
     Protected  Parties"),  and  without  regard  to  the fault of Landlord, its
     agents,  their  respective  partners,  shareholders,  members,  agents,
     directors,  officers,  contractors  and  employees  ("Landlord  Protected
     Parties").  As  between  Landlord  Protected  Parties  and Tenant Protected
     Parties,  such  risks  are  allocated  as  follows:

          (i)  Tenant  shall  bear the risk of bodily injury, personal injury or
          death,  or  damage  to  the  property  of third persons, occasioned by
          events  occurring on or about the Premises, regardless of the party at
          fault. Said risks shall be insured as provided in subsection 14(b)(i).
                                                            -------------------

          (ii) Landlord shall bear the risk of bodily injury, personal injury or
          death,  or  damage  to  the  property  of third persons, occasioned by
          events  occurring on or about the Property (other than the Premises or
          premises  leased  to  other tenants) regardless of the party at fault.
          Said risk shall be insured against as provided in subsection 14(c)(i).
                                                            -------------------

          (iii) Tenant shall bear the risk of damage to Tenant's contents, trade
          fixtures,  machinery,  equipment,  furniture  and  furnishings  in the
          Premises  arising  out  of  loss  by the events required to be insured
          against  pursuant  to  subsection  14(b)(ii).
                                 ---------------------

          (iv) Landlord shall bear the risk of damage to the Building and common
          areas  arising  out  of  loss by events required to be insured against
          pursuant  to  subsection  14(c)(ii).
                        ---------------------

     Notwithstanding  the  foregoing,  provided  the  party  required  to  carry
     insurance  under  subsection  14 (b)(i) or subsection 14 (c)(i) hereof does
                       ---------------------    --------------------
     not  default in its obligation to do so, if and to the extent that any loss
     occasioned  by  any  event  of the type described in Subsection 14(a)(i) or
     Subsection  14  (a)(ii)  exceeds  the  coverage  or the amount of insurance
     required  to  be  carried


                                       18
<PAGE>
     under  said  Sections or such greater coverage or amount of insurance as is
     actually  carried  or  results  from  an  event  not required to be insured
     against  or  not actually insured against, the party at fault shall pay the
     amount  not  actually  covered.

     b.   Tenant's  Insurance.   Tenant  shall  procure and maintain policies of
          -------------------
     insurance, at its own cost and expense, insuring:

          (i)  The Landlord Protected Parties, and Landlord's mortgagee, if any,
          of  which Tenant is given written notice, and Tenant Protected Parties
          subject,  however,  to the subsections 14(a), from all claims, demands
          or  actions  made  by  or  on behalf of any person or persons, firm or
          corporation  and  arising  from,  related  to  or  connected  with the
          Premises,  for  bodily injury to or personal injury to or death of any
          person,  or  more than one (1) person, or for damage to property in an
          amount  of  not  less  than  $3,000,000.00  combined  single limit per
          occurrence/aggregate.  Said  insurance  shall  be  written  on  an
          "occurrence"  basis  and  not on a "claims made" basis. If at any time
          during  the  term  of  this  Lease, Tenant owns or rents more than one
          location,  the  policy shall contain an endorsement to the effect that
          the  aggregate  limit  in  the  policy  shall apply separately to each
          location  owned or rented by Tenant. Landlord shall have the right not
          more  than  once  every three (3) years, exercisable by giving written
          notice thereof to Tenant, to require Tenant to increase such limit if,
          in  Landlord's reasonable judgment, the amount thereof is insufficient
          to protect the Landlord Protected Parties and Tenant Protected Parties
          from  judgments  which  might  result  from  such  claims,  demands or
          actions.  Tenant  shall  cause  the  Landlord  Protected Parties to be
          insured  as  "additional  insureds"  such  that  Tenant  will protect,
          indemnify  and  save  harmless the Landlord Protected Parties from and
          against  any  and  all  liabilities,  obligations,  claims,  damages,
          penalties,  causes  of  action,  costs and expenses (including without
          limitation  reasonable  attorney's  fees and expenses) imposed upon or
          incurred by or asserted against the Landlord Protected Parties, or any
          of  them,  by  reason of any bodily injury to or personal injury to or
          death of any person or more than one person or for damage to property,
          occurring  on  or  about  the Premises, caused by any party including,
          without  limitation,  any  Landlord Protected Party provided, however,
          Tenant  shall  not be required to indemnify or insure against any loss
          resulting from the intentional wrongful acts of any Landlord Protected
          Party,  to  the  extent  of the amount of the insurance required to be
          carried  under  this  subsection  14(b)(i)  or  such greater amount of
          insurance  as  is  actually  carried. Tenant shall cause its liability
          insurance to include contractual liability coverage fully covering the
          indemnity  hereinabove  set  forth.

          (ii)  All  contents and Tenant's trade fixtures, machinery, equipment,
          furniture  and  furnishings  in the Premises to the extent of at least
          ninety percent (90%) of their replacement cost under Standard Fire and
          Extended  Coverage  Policy and all other risks of direct physical loss
          as  insured  against  under  Special  Form ("all risk") coverage. Said
          insurance  shall contain an endorsement waiving the insurer's right of
          subrogation  against  any  Landlord  Protected  Party.

     c.   Landlord's  Insurance.   Landlord  shall procure and maintain policies
          ---------------------
     of  insurance  insuring:


                                       19
<PAGE>
          (i)  All claims, demands or actions made by or on behalf of any person
          or  persons,  firm  or  corporation including, without limitation, any
          Tenant  Protected  Party  subject,  however,  to  subsection 14(a) and
          arising  from,  related  to or connected with the Property (other than
          the  Premises and premises leased to other tenants), for bodily injury
          to  or personal injury to or death of any person, or more than one (1)
          person,  or  for  damage  to  property  in  an amount of not less than
          $3,000,000.00 combined single limit per occurrence/aggregate provided,
          however, Landlord shall not be required to indemnify or insure against
          any  loss  resulting  from the intentional wrongful acts of any Tenant
          Protected  Party.  Said  insurance shall be written on an "occurrence"
          basis and not on a "claims made" basis. If at any time during the term
          of  this Lease, Landlord owns more than one location, the policy shall
          contain  an  endorsement to the effect that the aggregate limit in the
          policy  shall  apply  separately  to  each location owned by Landlord.

          (ii)  The  improvements  at any time situated upon the Property (other
          than  the  contents  of Premises and premises leased to other tenants)
          against  loss  or  damage  by fire, lightning, wind storm, hail storm,
          aircraft,  vehicles,  smoke,  explosion,  riot  or  civil commotion as
          provided  by  the  Standard  Fire and Extended Coverage Policy and all
          other  risks  of direct physical loss as insured against under Special
          Form  ("all  risk")  coverage. The insurance coverage shall be for not
          less  than  90% of the full replacement cost of such improvements with
          agreed  amount endorsement. Landlord shall be named as insured and all
          proceeds  of  insurance shall be payable to Landlord or its mortgagee.
          Said  insurance  shall  contain  an  endorsement waiving the insurer's
          right  of  subrogation  against  any  Tenant  Protected  Party.

          (iii)  Landlord's  business  income,  protecting Landlord from loss of
          rents  and  other  charges  during  the  period while the Premises are
          untenantable  due to fire or other casualty (for the period reasonable
          determined  by  Landlord).

          (iv)  Such  other  risks  as  reasonably  determined  by  Landlord.

     d.  Forms  of  Insurance.   All  of  the  aforesaid  insurance  shall be in
       ----------------------
     companies  with  an A.M. Best rating of at least (A-)(VIII) and licensed to
     do  business  in the State of Nevada. As to Tenant's insurance, the insurer
     and  the  form,  substance  and  amount  (where  not stated above) shall be
     reasonably  satisfactory from time to time to Landlord and any mortgagee of
     Landlord,  and  shall  unconditionally  provide  that  it is not subject to
     cancellation,  material  modification  or non-renewal except after at least
     thirty  (30)  days  prior  written  notice to Landlord and any mortgagee of
     Landlord.  Original  certificates of Tenant's insurance policies reasonably
     satisfactory to Landlord, together with reasonably satisfactory evidence of
     payment  of  the  premiums thereon, shall be deposited with Landlord at the
     Commencement Date and renewals thereof not less than thirty (30) days prior
     to  the  end  of  the  term  of  such  coverage.

     e.   Tenant's  Contractor's Insurance.  Tenant shall require any contractor
          --------------------------------
     of Tenant permitted to perform work in, on, or about the Premises to obtain
     and  maintain  the  following insurance coverage at no expense to Landlord:


                                       20
<PAGE>
          (i)  Commercial general liability insurance, including the traditional
          broad  form  general liability coverages, in the amount of One Million
          Dollars ($1,000,000), adding Landlord and Tenant as additional insured
          parties;  (ii)  Worker's  compensation  insurance for all contractor's
          employees  working in or about the Premises in an amount sufficient to
          comply  with  applicable  laws  or  regulations;

          (iii)  Employers  liability  insurance  in an amount not less than One
          Hundred  Thousand  Dollars  ($100,000);  and

          (iv)  Any  other  insurance  as  Tenant, Landlord or its mortgagee may
          reasonably  require  from time to time for contractors performing work
          in  the  Building.

     f.   Increase  of  Premiums.   Tenant  will  not  do anything or fail to do
          ----------------------
     anything  which  will cause the cost of Landlord's insurance to increase or
     which  will  prevent  Landlord  from  procuring policies (including but not
     limited  to  public  liability)  from  companies  and  in a form reasonably
     satisfactory  to Landlord. If any breach of this subsection 14(f) by Tenant
     shall  directly  cause the rate of fire or other insurance to be increased,
     Tenant  shall  pay  the amount of such increase as additional rent promptly
     upon  being  billed  therefore.

     g.   Tenant's Additional Insurance.   Landlord makes no representation that
          -----------------------------
     the  limits  of liability specified to be carried by Tenant under the terms
     of  this  Lease are adequate to protect Tenant against Tenant's undertaking
     under  this  Section  14  and  Section  15.


15.  INDEMNITY

     a.   Tenant  shall  indemnify,  defend and hold harmless Landlord Protected
     Parties  from and against any and all liability, claims, demands, causes of
     action,  judgments,  costs, expenses, and all losses and damages for bodily
     injury, death and property damage arising from any activity in the Premises
     even  if  resulting  from  the  negligent  act or omission (but not willful
     misconduct),  of any of the Landlord Protected Parties, and from all costs,
     reasonable  attorneys'  fees and disbursements, and liabilities incurred in
     the  defense  of  any  such  claim. Upon notice from Landlord, Tenant shall
     defend  any such claim, demand, cause of action or suit at Tenant's expense
     by  counsel  satisfactory  to  Landlord in its reasonable discretion, or as
     designated by Tenant's insurer. The provisions of this subsection (a) shall
     survive  the  expiration  or  earlier  termination  of  this  Lease.

     b.   Landlord  shall  indemnify,  defend and hold harmless Tenant Protected
     Parties  from and against any and all liability, claims, demands, causes of
     action,  judgments,  costs, expenses, and all losses and damages for bodily
     injury, death and property damage arising from any activity in or about the
     Building  or  common  areas (other than the Premises and premises leased to
     other  tenants)  even  if resulting from the negligent act or omission (but
     not  willful  misconduct)  of any of the Tenant Protected Parties, and from
     all  costs,  reasonable  attorneys' fees and disbursements, and liabilities
     incurred  in  the  defense  of  any  such  claim.  Upon notice from Tenant,
     Landlord  shall  defend  any such claim, demand, cause of action or suit at
     Landlord's  expense  by  counsel


                                       21
<PAGE>
     satisfactory  to  Tenant  in its reasonable discretion, or as designated by
     Landlord's insurer. The provisions of this subsection (b) shall survive the
     expiration  or  earlier  termination  of  this  Lease.

16.  CASUALTY

     a.   Repair  Estimate.  If the Premises or the Building are damaged by fire
          ----------------
     or  other  casualty (a "Casualty"), Landlord shall, within thirty (30) days
                             --------
     after  such  Casualty, deliver to Tenant a good faith estimate (the "Damage
                                                                          ------
     Notice")  of  the  time needed to repair the damage caused by the Casualty.
     ------

     b.   Landlord's  and Tenant's Rights.  If, because of a Casualty, Tenant is
          -------------------------------
     prevented  from  conducting  its  business  in  the  Premises  in  a manner
     reasonably  comparable  to  that conducted immediately before such Casualty
     and  Landlord  estimates  within  30  days  of  loss that the damage caused
                               ----------------
     thereby  cannot  be repaired within one hundred twenty (120) days after the
                                         ------------------------
     commencement  of repair ("Substantial Casualty"), then Landlord may, at its
                               --------------------
     expense,  relocate  Tenant  to  office  space  reasonably comparable to the
     Premises,  provided that Landlord notifies Tenant of its intention to do so
     in  the  Damage  Notice. If Landlord relocates Tenant, Rent shall be abated
     only  from  the  date  of  such  damage  until  the relocation premises are
     tendered to Tenant, and thereafter, Tenant shall pay to Landlord the lesser
     of  the  Rent  or  the fair market rental value of the replacement premises
     (including  all  additional  rent  and expenses associated therewith). Such
     relocation  may  be for a portion of or the entire remaining Term. Landlord
     shall  complete  any  such  relocation  within  forty-five  (45) days after
     Landlord  has  delivered  the Damage Notice to Tenant. If Landlord does not
     elect  to relocate Tenant following such Substantial Casualty, then, unless
     Tenant  caused  such  damage, Tenant may terminate this Lease by delivering
     written  notice to Landlord of its election to terminate within thirty (30)
     days  after  the  Damage  Notice  has been delivered to Tenant. Following a
     Substantial  Casualty, if Landlord does not relocate Tenant and Tenant does
     not  terminate  this  Lease, then Landlord shall repair the Building or the
     Premises,  as  the case may be, as provided below, and Rent for any portion
     of  the  Premises  necessary  for  Tenant's  business  that  was  rendered
     untenantable  shall be abated on a reasonable basis from the date of damage
     until  the  completion  of the repair, unless Tenant caused such damage, in
     which case, Tenant shall continue to pay Rent without abatement. Rent shall
     not  be  abated  or  reduced  for  a  Casualty,  which is not a Substantial
     Casualty.  Notwithstanding  the foregoing, if a Casualty damages a material
     portion of the Building, and Landlord makes a good faith determination that
     restoring the Premises or Building would be uneconomical, or if Landlord is
     required  to  pay  any  insurance  proceeds  arising out of the Casualty to
     Landlord's  Mortgagee  (defined  in  Section  2  above),  then Landlord may
     terminate  this Lease by giving written notice of its election to terminate
     within  thirty  (30)  days  after  the  Damage Notice has been delivered to
     Tenant,  and  Rent  shall  be  abated  as  of  the  date  of  the Casualty.

     c.   Repair Obligation.  If neither party so elects to terminate this Lease
          -----------------
     following  a  Casualty, then Landlord shall, within a reasonable time after
     such  Casualty, restore the Building and Premises to substantially the same
     or  better  condition  as  they  existed  immediately before such Casualty;
     however,  Landlord  shall  not be required to repair or replace any part of
     the  furniture,  equipment, fixtures, and other improvements which may have
     been  placed  by,  or  at  the  request  of,  Tenant  or


                                       22
<PAGE>
     other  occupants in the Building or the Premises, and Landlord's obligation
     to  repair  or  restore  shall  be  limited  to the extent of the insurance
     proceeds  actually  received  by  Landlord  for  the  Casualty in question.

17.  CONDEMNATION

     a.   Eminent  Domain.  If  any  part  of  the Property is taken by right of
          ---------------
     eminent  domain  or conveyed in lieu thereof (either event a "Taking"), and
     such Taking prevents Tenant from conducting its business in the Premises in
     a  manner  reasonably  comparable to that conducted immediately before such
     Taking  then  Landlord  may,  at  its  expense,  relocate  Tenant  to space
     reasonably  comparable  to  the  Premises,  provided that Landlord notifies
     Tenant  of its intention to do so within thirty (30) days after the Taking.
     Such  relocation  shall  be for the remaining Term. Landlord shall complete
     any such relocation within forty-five (45) days after Landlord has notified
     Tenant  of  its intention to relocate Tenant. If Landlord does not elect to
     relocate Tenant following such Taking, then Tenant may terminate this Lease
     as  of  the date of such Taking by giving written notice to Landlord within
     sixty  (60)  days after the Taking, and Rent shall be prorated on the later
     of  the  date  of  such  Taking  or  the  date  Tenant actually vacates the
     Premises.  After  a  Taking,  if  Landlord does not terminate this Lease or
     relocate  Tenant  and Tenant does not terminate this Lease, then Rent shall
     be  abated  on  a reasonable basis as to that portion of the Premises which
     was  necessary for Tenant's business and which was rendered untenantable by
     the  Taking. Rent shall not be reduced or abated for any condemnation which
     does  not  constitute  a  Taking.

     b.   Taking  -  Landlord's  Rights.  If  all or any material portion of the
          -----------------------------
     Building becomes subject to a Taking, or if Landlord is required to pay any
     of  the  proceeds  received for a Taking to Landlord's mortgagee, then this
     Lease,  at  the  option  of Landlord, exercised by written notice to Tenant
     within  thirty  (30) days after such Taking, shall terminate and Rent shall
     be  apportioned  as  of  the  date  of  such  Taking.

     c.   Award.  If  any  Taking occurs, then Landlord shall receive the entire
          -----
     award  or  other  compensation  for  the  Property  taken,  and  Tenant may
     separately  pursue  a  claim  against the condemning party for the value of
     Tenant's  moving  costs and other claims it may have, so long as such claim
     does  not in any way impair or adversely affect the award that the Landlord
     is  entitled  to  receive.

18.  RULES AND REGULATIONS

     Tenant  shall  comply  with the rules and regulations of the Building which
     are attached hereto as Exhibit "C". Landlord may, from time to time, change
     such  rules  and  regulations  for  the safety, care, or cleanliness of the
     Building  and related facilities, provided that such changes are reasonable
     and  are  applicable  to  all  tenants  of  the  Building.  Tenant shall be
     responsible  for  the  compliance  with  such  rules and regulations by its
     employees,  agents,  and  invitees.


                                       23
<PAGE>
19.  SUBORDINATION & MORTGAGEES

     a.   Subordination.  This  Lease is subject and subordinate to any deeds of
          -------------
     trust,  mortgages  or  other  security  instruments  which now or hereafter
     encumber  all  or  any  portion of the Property or any interest of Landlord
     therein.  No  further  instrument  shall  be  required  to  effect  such
     subordination,  but  upon  request  Tenant  shall execute, acknowledge, and
     deliver  to  Landlord  any  further instruments and certificates evidencing
     such  subordination  as  Landlord  or  any  mortgagee  of  Landlord  shall
     reasonably  require.

     b.   Attornment.  Notwithstanding subsection 19a, any mortgagee of Landlord
          ----------
     shall  have  the right at any time to subordinate any such deed of trust or
     mortgage  to  this  Lease, or to any of the provisions hereof on such terms
     and  subject  to such conditions as such mortgagee may consider appropriate
     in  its  discretion.  At  any  time, before or after the institution of any
     proceedings  for  the foreclosure of any such deed of trust or mortgage, or
     the  sale  of the Building under any such deed of trust or mortgage, Tenant
     shall,  upon  request  of  such  mortgagee,  any  person  succeeding to the
     interest  of  such  mortgagee,  or  the  purchaser  at any foreclosure sale
     ("Successor  Landlord"),  automatically  become the Tenant of the Successor
       -------------------
     Landlord,  without  change  in the terms or other provisions of this Lease;
     provided,  however,  that  the Successor Landlord shall not be bound by any
     modification  to  this  Lease  made  after  the  institution  of  any  such
     proceeding  without the consent of the Successor Landlord or by any payment
     of  Rent  more than one (1) month in advance, except for a security deposit
     previously  paid  to  Landlord  (and then only if such security deposit has
     been  deposited  with  and is under the control of the Successor Landlord).
     The agreement of Tenant to attorn to a Successor Landlord shall survive any
     such  foreclosure  sale,  trustee's  sale,  or  conveyance in lieu thereof.
     Tenant  shall,  upon  request,  before  or  after  any  such foreclosure or
     conveyance,  execute, acknowledge, and deliver to any mortgagee of Landlord
     or  to the Successor Landlord instruments evidencing such attornment as the
     mortgagee  or  Successor  Landlord  may  reasonably  require.

     c.  Estoppel  Certificates.  Tenant  shall,  from  time to time, within ten
         ----------------------
     (10)  business  days  after request from Landlord, or from any mortgagee of
     Landlord, execute, acknowledge and deliver in recordable form a certificate
     certifying, to the extent true, that this Lease is in full force and effect
     and  unmodified  (or, if there have been modifications, that the same is in
     full  force and effect as modified and stating the modifications); that the
     Term  has commenced and the full amount of the Rent then accruing hereunder
     and  the  dates  to  which the Rent has been paid; that Tenant has accepted
     possession  of the Premises and that any improvements required by the terms
     of  this  Lease  to  be  made  by  Landlord  have  been  completed  to  the
     satisfaction  of  Tenant;  the  amount,  if  any,  that  Tenant has paid to
     Landlord as a security deposit; that no Rent under this Lease has been paid
     more than thirty (30) days in advance of its due date; that the address for
     notices  to  be  sent  to Tenant is as set forth in this Lease (or has been
     changed  by notice duly given and is as set forth in the certificate); that
     Tenant,  as  of the date of such certificate, has no charge, lien, or claim
     of  offset  under  this  Lease  or  otherwise  against  Rent;  that, to the
     knowledge  of Tenant, Landlord is not then in default under this Lease; and
     such  other  matters  as  may  be  reasonably  requested by Landlord or any
     mortgagee of Landlord. Any such certificate may be relied upon by Landlord,
     any  successor


                                       24
<PAGE>
     of Landlord, any mortgagees of Landlord or any prospective purchaser of the
     Building  or  the  Property.

     d.  Notice  to Mortgagee.  No act or failure to act on the part of Landlord
         --------------------
     which  would entitle Tenant under the terms of this Lease, or by law, to be
     relieved  of  Tenant's  obligations  hereunder  or to terminate this Lease,
     shall  result  in  a release of Tenant's obligations or termination of this
     Lease unless (i) Tenant has given notice by certified mail to any mortgagee
     of  Landlord  whose  address  has been furnished to Tenant, and (ii) Tenant
     offers such mortgagee of Landlord a reasonable time to cure the default (in
     no  event  to  be  less  than  thirty  (30) days), including time to obtain
     possession of the Building if such should prove necessary to effect a cure.
     No  such  mortgagee  of  Landlord  shall be obligated to Tenant to cure any
     default  by Landlord hereunder, but if a mortgagee elects in its discretion
     to effect a cure Tenant shall accept same as though done by Landlord.

20.  TAXES

     Tenant  shall  be  liable for all taxes levied or assessed against personal
     property,  furniture,  or fixtures placed by Tenant in the Premises. If any
     taxes for which Tenant is liable are levied or assessed against Landlord or
     Landlord's property and Landlord elects to pay the same, or if the assessed
     value  of  Landlord's  property  is increased by inclusion of such personal
     property,  furniture or fixtures and Landlord elects to pay the taxes based
     on such increase, then Tenant shall pay to Landlord, upon demand, that part
     of  such  taxes  for  which  Tenant is primarily liable hereunder. Landlord
     shall not pay such amounts if Tenant notifies Landlord that it will contest
     the  validity  or  amount  of such taxes and thereafter diligently proceeds
     with such contest in accordance with applicable law and in a manner that is
     not  inconsistent  with  the rights of Landlord or any other tenants of the
     Building and the non-payment thereof does not; (a) pose a threat of loss or
     seizure  of  the Building or interest of Landlord therein; or (b) result in
     the  imposition  of  any  fines,  penalties  or  interest against Landlord.
     Notwithstanding  the  foregoing, Landlord may (but shall never be obligated
     to  do  so)  contest  the  amount  or  validity  of  any  such  taxes.

21.  EVENTS OF DEFAULT

     The  occurrence  of  any  one  of  the following events will be an Event of
     Default  by  Tenant  under  this  Lease:

     a.   Tenant  shall fail to pay Landlord any Rent or other sum of money when
     due  under this Lease or under any other agreement with Landlord concerning
     the  Premises  after  the  expiration  of  five  (5)  days  written notice.

     b.   Tenant  shall  fail to maintain any insurance that this Lease requires
     Tenant  to  maintain  or  shall  fail  to  deliver  any certificate of such
     insurance  when  required  by  this  Lease.

     c.   Tenant  shall  fail to provide an estoppel certificate within the time
     provided  in  subsection  19.  (c)


                                       25
<PAGE>
     d.   Tenant  shall  fail  to  perform  or  observe  any  term,  covenant or
     condition of this Lease or any other agreement with Landlord concerning the
     Premises  (other  than  a  failure  described  in the preceding subsections
     21.(a), 21.(b) and 21. (c) and Tenant shall not cure the failure within ten
     (10)  days  after  Landlord  notifies Tenant thereof in writing; but if the
     failure  is  of  a  nature that it cannot be cured within such ten (10) day
     period,  Tenant  shall  not  have  committed  an Event of Default if Tenant
     commences  the  curing  of  the failure within such ten (10) day period and
     thereafter  diligently  pursues  the  curing of same and completes the cure
     within thirty (30) days; provided, however, that if Tenant fails to perform
     or  observe  any  term,  condition,  covenant  or  provision  in this Lease
     including  the  timely  payment of Rent, more than twice in any Lease year,
     then  notwithstanding  that  such  defaults  have been cured by Tenant, any
     further  similar  failure shall, at Landlord's election, be deemed an Event
     of  Default  without  notice  or  opportunity  to  cure.

     e.   Tenant or any guarantor of Tenant's obligations under this Lease shall
     become  insolvent, or shall admit in writing its inability to pay its debts
     when  due, shall make a transfer in fraud of its creditors, or shall make a
     general  assignment  or arrangement for the benefit of creditors, or all or
     substantially  all  of  Tenant's  assets  or the assets of any guarantor of
     Tenant's  obligations  under  this Lease or Tenant's interest in this Lease
     are  levied  on  by  execution  or  other  legal  process.

     f.   A  petition  shall  be  filed  by  Tenant or any guarantor of Tenant's
     obligations  under  this  Lease to have Tenant or such guarantor adjudged a
     bankrupt,  or  a  petition  for reorganization or arrangement under any law
     relating  to  bankruptcy shall be filed by Tenant or such guarantor, or any
     such  petitions  shall  be filed against Tenant or such guarantor and shall
     not  be  dismissed  within  thirty  (30)  days.

     g.   A  receiver or trustee shall be appointed for all or substantially all
     the assets of Tenant or of any guarantor of Tenant's obligations under this
     Lease  or  for  Tenant's  interest  in  this  Lease.

     h.   Tenant shall abandon or vacate any substantial portion of the Premises
     or shall fail to occupy the Premises within thirty (30) days after the Term
     commences  and  the  Premises  are  ready  for  occupancy.

22.  REMEDIES

     a.   Upon  the  occurrence  of  any  uncured  Event  of  Default by Tenant,
     Landlord  shall  have  the  option, without any notice to Tenant (except as
     expressly  provided  above) and with or without judicial process, to pursue
     any  one  or  more  of  the  following  remedies:

          (i)  Landlord  may  terminate  this Lease, in which event Tenant shall
          immediately  surrender  the  Premises  to  Landlord.

          (ii)  Landlord  may  enter  upon  and take custodial possession of the
          Premises  by picking the locks if necessary, lock out or remove Tenant
          and  any  other  person  occupying  the  Premises  and


                                       26
<PAGE>
          alter  the  locks  and  other  security  devices  at the Premises, all
          without  Landlord  being  deemed guilty of trespass or becoming liable
          for  any resulting loss or damage and without causing a termination or
          forfeiture  of  this  Lease  or  of  Tenant's  obligation to pay rent.
          Landlord  shall  not,  in  the  event  of a lockout by the changing of
          locks,  be  required  to  provide  new  keys  to  Tenant.

          (iii)  Landlord  may  terminate Tenant's possession and not this Lease
          whereby  Landlord  may  enter  the Premises and take possession of and
          remove  any  and  all trade fixtures and personal property situated in
          the  Premises,  without  liability  for  trespass  or  conversion.  If
          Landlord  takes  possession  of and removes personal property from the
          Premises,  then  prior  to  any disposition of the property by sale or
          until  Tenant  reclaims  the  property if no public or private sale is
          contemplated,  Landlord  may store the property in a public or private
          warehouse  or  elsewhere  at the cost of and for the account of Tenant
          without  the  resort  to legal process and without becoming liable for
          any  resulting  loss  or  damage.

          (iv) Landlord may perform on behalf of Tenant any obligation of Tenant
          under  this  Lease which Tenant has failed to perform, and the cost of
          the  performance will be deemed Additional Rent and will be payable by
          Tenant  to  Landlord  upon  demand.

     b.   In  the  event  Landlord  enters  and takes possession of the Premises
     without  electing  to terminate this Lease, Landlord will have the right to
     relet  the Premises for Tenant's account, in the name of Tenant or Landlord
     or  otherwise, on such terms as Landlord deems advisable. But Landlord will
     not  be required to incur any expense to relet the Premises and the failure
     of  Landlord  to relet the Premises shall not reduce Tenant's liability for
     Rent  and  other charges due under this Lease or for damages. Landlord will
     not  be  obligated  to  relet  for  less  than the then market value of the
     Premises  or  to relet the Premises when other rental space in the Building
     is available for lease. Without causing a termination or forfeiture of this
     Lease  after  an  Event  of  Default by Tenant, Landlord may: (i) relet the
     Premises  for  a term or terms to expire at the same time as, earlier than,
     or  subsequent  to,  the expiration of the Term; (ii) remodel or change the
     use  and  character  of  the  Premises;  (iii)  grant  rent  concessions in
     reletting  the  Premises,  if  necessary  in  Landlord's  judgment, without
     reducing  Tenant's  obligation  for  Rent specified in this Lease; and (iv)
     relet  all  or  any  portion  of  the  Premises as a part of a larger area.
     Subject  to the next subsection, Landlord may retain the excess, if any, of
     the rent earned from reletting the Premises over the Rent specified in this
     Lease.

     c.   If  Landlord has relet the Premises or relets thereafter without first
     terminating  this  Lease,  Landlord  will  apply  any  future  rentals from
     reletting  (but  not  rental  allocable to any area outside the Premises or
     rental allocable to the period following the Term) in the following manner:
     first,  to  reduce  any  amounts  then  due  from Tenant, including but not
     limited  to  attorneys'  fees,  brokerage  commissions  and  other expenses
     Landlord  may  have incurred in connection with the collection of any Rent,
     recovery of possession, and redecorating, altering, dividing, consolidating
     with adjoining premises, or otherwise preparing the Premises for reletting;
     and,  the  balance,  if  any, of the future rentals from reletting shall be
     retained  by  Landlord  as  compensation  for  reletting  the  Premises.


                                       27
<PAGE>
     d.   No  re-entry  or reletting of the Premises or any filing or service of
     an  unlawful  detainer  action  or  similar  action will be construed as an
     election  by  Landlord to terminate or accept a forfeiture of this Lease or
     to  accept a surrender of the Premises after an Event of Default by Tenant,
     unless  a  written notice of such intention is given by Landlord to Tenant;
     but  notwithstanding  any  such action without such notice, Landlord may at
     any  time  thereafter  elect  to  terminate this Lease by notifying Tenant.

     e.   Upon  the  termination  of  this  Lease  or  termination  of  Tenant's
     possession,  Landlord  will  be  entitled  to recover, at its election, all
     unpaid  Rent  that  have  accrued  through the date of termination plus the
     costs  of performing any of Tenant's obligations (other than the payment of
     Rent)  that  should have been but were not satisfied as of the date of such
     termination. In addition, Landlord will be entitled to recover, not as rent
     or  a penalty but as compensation for Landlord's loss of the benefit of its
     bargain  with  Tenant,  the  difference  between (i) an amount equal to the
     present  value  of  the Rent and other sums that this Lease provides Tenant
     will  pay  for  the  remainder  of the Term and for the balance of any then
     effective  extension  of  the  Term,  and (ii) the present value of the net
     future  Rent  for such period that will be or with reasonable efforts could
     be  collected  by  Landlord  by  reletting  the  Premises.  For purposes of
     determining  what  could  be  collected  by Landlord by reletting under the
     preceding  sentence,  it  will  be assumed that Landlord is not required to
     relet  when  other  space  in  the Building is available for lease and that
     Landlord  will  not  be  required  to  incur  any cost to relet, other than
     customary  leasing  commissions.  If  relet.  Any monies obtained are to be
                                       -----------------------------------------
     offset  against  what  tenant  owes.
     -----------------------------------

     f.   After  an Event of Default by Tenant, Landlord may recover from Tenant
     from  time to time and Tenant shall pay to Landlord upon demand, whether or
     not  Landlord  has  relet  the  Premises or terminated this Lease, (i) such
     expenses  as  Landlord  may incur in recovering possession of the Premises,
     terminating  this  Lease,  placing the Premises in good order and condition
     and  altering or repairing the same for reletting; (ii) all other costs and
     expenses  (including brokerage commissions and legal fees) paid or incurred
     by Landlord in exercising any remedy or as a result of the Event of Default
     by  Tenant; and (iii) any other amount necessary to compensate Landlord for
     all  the  detriment  proximately  caused  by  Tenant's  failure  to perform
     Tenant's  obligations  under  this Lease or which in the ordinary course of
     things  would  be  likely  to  result  from  such  failure.

     g.   In the event that any future amount owing to Landlord or offsetting an
     amount  owing  to  Landlord is to be discounted to present value under this
     Lease,  the present value shall be determined by discounting at the rate of
     four  percent  (4%)  per  annum.

     h.   For  the  purposes  of  any  suit by Landlord brought or based on this
     Lease, this Lease may, at Landlord's option, be construed to be a divisible
     contract  to  the  end  that  successive  actions  may  be  maintained  and
     successive  periodic  sums  shall  mature and become due hereunder, and the
     failure to include in any suit or action any sum or sums then matured shall
     not  be  a bar to the maintenance of any suit or action for the recovery of
     the  sum  or  sums  so  omitted.

     i.   This  Section  22 shall be enforceable to the extent not prohibited by
     applicable  law,  and the unenforceability of any provision in this Section
     shall  not  render  any  other  provision


                                       28
<PAGE>
     unenforceable.  Tenant  will  be presumed to have abandoned the Premises if
     goods,  equipment,  or  other  property, in an amount substantial enough to
     indicate  a  probable  intent to abandon the Premises, is being or has been
     removed  from  the Premises and the removal is not within the normal course
     of  Tenant's  business.

     j.   The  failure  or  delay  by  Landlord, at any time after a default has
     occurred,  to  exercise  or  enforce  any  of  the  rights,  remedies  and
     obligations  provided for in this Lease shall not be deemed or construed to
     be  a  waiver  of  any  such default or remedy or to affect the validity or
     enforceability  of  any  part  of  this  Lease  or  the  right  of Landlord
     thereafter  to  exercise  or  enforce each and every such right, remedy and
     obligation.  No waiver of any default under this Lease by Landlord shall be
     deemed  or construed to be a waiver of any other or subsequent default, and
     the  consent  or approval by Landlord to or for any act by Tenant requiring
     Landlord's  consent  or  approval shall not be deemed to render unnecessary
     Landlord's  consent  or  approval  to  or for any subsequent similar act by
     Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than
     the  monthly  installments of Rent, Additional Rent or other charges herein
     stipulated  shall  be  deemed  to  be other than on account of the earliest
     stipulated  Rent,  Additional  Rent  or  other  charges,  nor  shall  any
     endorsement  or  statement  on any check or letter accompanying a check for
     payment  of Rent be deemed an accord and satisfaction, nor shall acceptance
     of  Rent  with  knowledge  of breach constitute a waiver of the breach, and
     Landlord  may  accept such check or payment without prejudice to Landlord's
     right  to  recover  the  balance  of such Rent, to terminate this Lease, to
     repossess  the  Premises  or  to  pursue  any other remedy provided in this
     Lease.  No  breach of a covenant or condition of this Lease shall be deemed
     to have been waived by Landlord, unless such waiver be in writing signed by
     Landlord.

23.  LANDLORD'S LIEN

     In addition to all statutory landlord's liens granted under applicable law,
     Tenant  grants  to  Landlord, to secure performance of Tenant's obligations
     hereunder,  a  security  interest  in  all  equipment, fixtures, furniture,
     improvements,  and  other  personal  property  of  Tenant  now or hereafter
     situated  on  the Premises, and all proceeds there from (the "Collateral"),
                                                                   ----------
     and  the  Collateral  shall  not  be  removed from the Premises without the
     consent  of  Landlord  until  all  obligations  of  Tenant  have been fully
     performed.  Upon  the  occurrence  of an Event of Default, Landlord may, in
     addition to all other remedies, without notice or demand except as provided
     below,  exercise  the  rights  afforded  a  secured party under the Uniform
     Commercial  Code of the State in which the Building is located (the "UCC").
                                                                          ---
     In connection with any public or private sale under the UCC, Landlord shall
     give Tenant five (5) days prior written notice of the time and place of any
     public  sale  of the Collateral or of the time after which any private sale
     or  other intended disposition thereof is to be made, which is agreed to be
     a  reasonable  notice  of  such sale or other disposition. Tenant grants to
     Landlord a power of attorney to execute and file any financing statement or
     other  instrument  necessary  to perfect Landlord's security interest which
     power is coupled with an interest and shall be irrevocable during the Term.
     Landlord  may  also  file  a copy of this Lease as a financing statement to
     perfect  its  security interest in the Collateral. Tenant further agrees to
     execute  any  financing  statements  requested  by  Landlord to evidence or
     perfect  the  liens  set  forth  in  this  section.


                                       29
<PAGE>
24.  NON-WAIVER

     Landlord's acceptance of Rent following an Event of Default shall not waive
     Landlord's rights regarding such Event of Default. No waiver by Landlord of
     any  violation  or  breach of any of the terms contained herein shall waive
     Landlord's  rights regarding any future violation of that term or any other
     term.  No custom or practice which may occur or develop between the parties
     in  connection  with the terms of this Lease shall be construed to waive or
     lessen  Landlord's  right to insist upon strict performance of the terms of
     this  Lease.

25.  SURRENDER OF PREMISES

     No  act  by  Landlord  shall  be deemed an acceptance of a surrender of the
     Premises,  and  no agreement to accept a surrender of the Premises shall be
     valid  unless  the  same  is  in  writing  and  signed  by Landlord. At the
     expiration  or  termination of this Lease, Tenant shall immediately deliver
     to  Landlord  the  Premises  with  all improvements located thereon in good
     repair  and  condition, reasonable wear and tear excepted (and condemnation
     and  Casualty  damage  not caused by Tenant, as to which Sections 16 and 17
     shall  control), and shall deliver to Landlord all keys to the Premises and
     access cards to the Building. Provided that Tenant has performed all of its
     obligations  hereunder,  Tenant  may  remove all unattached trade fixtures,
     furniture,  and  personal  property  placed  in the Premises by Tenant (but
     Tenant  shall  not  remove any such item which was paid for, in whole or in
     part,  by  Landlord).  Additionally,  Tenant  shall  promptly  remove  such
     alterations,  additions,  improvements,  trade fixtures, equipment, wiring,
     and  furniture  as  Landlord  may  request;  however,  Tenant  shall not be
     required  to remove any addition or improvement to the Premises if Landlord
     has  specifically  agreed  in  writing  that the improvement or addition in
     question  shall  not  be  removed. Tenant shall repair all damage caused by
     such  removal.  All  items  not  so  removed  shall  be deemed to have been
     abandoned  by  Tenant  and may be appropriated, sold, stored, destroyed, or
     otherwise  disposed of by Landlord without notice to Tenant and without any
     obligation  to  account  for  such  items. If Tenant fails to surrender the
     Premises,  Landlord  shall  have  the  right,  without  notice  and without
     resorting  to  legal  process,  to  enter  upon  and take possession of the
     Premises  and  to expel or remove Tenant and its effects. The provisions of
     this  Section  shall  survive  the  end  of  the  Term.

26.  HOLDING OVER

     a.   If,  at  the expiration of the Term of this Lease, Tenant continues to
     occupy the Premises with the written consent of Landlord, then Tenant shall
     be  a  Tenant  from  month  to  month  at  a monthly rent as established by
     Landlord  and  subject  to  all  of  the other terms and conditions of this
     Lease.


                                       30
<PAGE>
     b.   If,  at  the expiration of the term of this Lease or other termination
     of  this  Lease, Tenant continues to occupy the Leased Premises without the
     written consent of Landlord, or if no new agreement shall have been entered
     into by the parties hereto, then Tenant shall be a Tenant at will only, and
     Tenant's  continued  occupancy  shall  not  defeat  Landlord's  right  to
     possession  of  the  Leased  Premises  at any time, with or without notice.
     Tenant  shall pay Rent equal to the greater of (a) 200% of the monthly Base
     Rent  and Additional Rent payable during the last month of the Term, or (b)
     the  prevailing  rental  rate  in  the  Building for similar space. In such
     event,  Tenant  shall pay Rent on a monthly basis and shall not be entitled
     to  a  daily  proration.  In  addition,  Tenant  shall  pay to Landlord all
     damages,  costs  and expenses incurred, directly or indirectly, by Landlord
     by  reason of Tenant's retention of possession of the Leased Premises after
     such expiration or termination. Tenant shall indemnify Landlord against all
     claims  made  by  any  other  tenant or prospective tenant against Landlord
     resulting  from  delay  by  Landlord in delivering possession of the Leased
     Premises  to  such  other  tenant or prospective tenant as a result of such
     holdover.

     No  payment  of  money  by Tenant to Landlord after the termination of this
     Lease  shall reinstate, continue, or extend the lease Term and no extension
     of this Lease after the termination thereof shall be valid unless and until
     the  same  shall  be  reduced  to  writing  and signed by both Landlord and
     Tenant.

27.  RIGHTS RESERVED BY LANDLORD

     Landlord has the following rights, exercisable without notice to Tenant and
     without  causing  an  eviction  (constructive  or actual) or disturbance of
     Tenant's  possession  of  the Premises and without giving rise to any claim
     for  setoff  or  abatement  of  rent:

          a.  to  change  the  Building's  name  or  street  address;

          b. to install signs on the exterior and interior of the Building or on
          the  Property;

          c.  to  designate  and  approve,  prior  to installation, all types of
          window  shades,  blinds, drapes, awnings, window ventilators and other
          similar  equipment,  and  to control all internal lighting that may be
          visible  from  the  exterior  of  the  Building;

          d. to enter upon the Premises at reasonable hours to inspect, clean or
          make repairs or alterations (without implying any obligation to do so)
          and  to  show  the  Premises  to  prospective  lenders, purchasers and
          tenants  and,  if  the  Premises  are  vacated,  to  prepare  them for
          reoccupancy;

          e.  to  retain and use in appropriate instances keys to all doors into
          and  within  the Premises (Tenant will not change or add locks without
          the  prior  written  consent  of  Landlord);


                                       31
<PAGE>
          f.  to  decorate  and  to  make  repairs,  alterations,  additions  or
          improvements  (whether  structural  or  otherwise)  to  and  about the
          Building  and  the  Property and, for such purposes, to enter upon the
          Premises,  to  temporarily  close  doors,  entryways, public space and
          corridors  in  the  Building  or  the Property, to temporarily suspend
          building  services  and  facilities  and to change the arrangement and
          location  of  entrances or passageways, doors and doorways, corridors,
          elevators,  stairs,  toilets,  or  other  Common  Areas,  all  without
          abatement  of  rent  or  impairing Tenant's obligations so long as the
          Premises  remain  reasonably  accessible and fit for the use expressly
          permitted  in  this  Lease;

          g.  to  grant to anyone the exclusive right to conduct any business or
          render  any  service  in or to the Building or the Property (including
          the  exclusive  right  to  sell  any food or beverages), provided such
          exclusive  right  does  not  exclude  Tenant  from  the  use expressly
          permitted  in  this  Lease;

          h.  to  approve the weight, size and location of safes and other heavy
          equipment  and  articles  in the Premises and to require that all such
          items  and  all  furniture  be  moved into and out of the Building and
          Premises  at  the  times  and  in  the  manner  directed  by  Landlord
          (movements of Tenant's property into or out of the Building and within
          the  Building  are entirely at the risk and responsibility of Tenant);
          and

          i.  to  take  any  measures (without implying any obligation to do so)
          Landlord  deems  advisable  for  the  security of the Building and its
          occupants, including the evacuation of the Building for drill purposes
          and  the closing of the Building after normal business hours, subject,
          however,  to  Tenant's right to admittance when the Building is closed
          under reasonable regulations prescribed by Landlord from time to time.

28.  LANDLORD'S DEFAULT

     a.   All  covenants  of Tenant in this Lease are independent covenants, not
     conditioned  upon  Landlord's  satisfaction  of  its obligations hereunder,
     except  to the extent otherwise specifically provided herein. Tenant waives
     any  statutory  lien  it  may have against the rent due under this Lease or
     against  Landlord's  property  in  Tenant's  possession.

     b.   If  Landlord  defaults  in  the  performance of any of its obligations
     under  this Lease, Landlord will have thirty (30) days to cure after Tenant
     notifies  Landlord  of  the  default;  or  if the default is of a nature to
     require  more  than thirty (30) days to remedy, Landlord will have the time
     reasonably  necessary  to  cure  it.

     c.   Whenever a period of time is prescribed in this Lease for action to be
     taken  by  Landlord,  Landlord  will  not be liable or responsible for, and
     there  shall  be excluded from the computation for any such period of time,
     any  delays  due  to  strikes,  riots,  acts  of God, shortages of labor or
     materials,  war, applicable laws or any other causes of any kind whatsoever
     which  are  beyond  the  control  of  Landlord.


                                       32
<PAGE>
     d.   Tenant  agrees  to  serve  a  notice  of  claimed default or breach by
     Landlord  upon the lender holding a first mortgage or deed of trust against
     the Premises (herein called "Landlord's Mortgagee") if Tenant has been made
     aware  of  the  name and address of such lender in writing. Notwithstanding
                                                     ----------
     anything  to  the  contrary  contained herein, Tenant will not exercise any
     right  to  terminate  this  Lease  because  of a default by Landlord before
     allowing  such  lender  the opportunity to cure such default as provided in
     subsection  19(d).  This  subsection will not be interpreted as creating or
     broadening any right of Tenant to terminate this Lease because of a default
     by  Landlord.


29.  RELOCATION

     Landlord may, at Landlord's expense, relocate Tenant within the Building or
     Property  in  space  which is reasonably comparable in size to the Premises
     and  is  reasonably  suited for Tenant's use. If Landlord relocates Tenant,
     Landlord  shall  reimburse  Tenant  for  Tenant's  reasonable out-of-pocket
     expenses  for  moving  Tenant's  furniture, equipment and supplies from the
     Premises  to the relocation space and for reprinting Tenant's stationery of
     the  same  quality  and  quantity  as  Tenant's  stationery  supply on hand
     immediately  before  Landlord's  notice  to  Tenant of the exercise of this
     relocation  right.  Upon  such  relocation,  the  relocation space shall be
     deemed  to be the Premises and the terms of this Lease shall remain in full
     force  and  shall  apply  to  the  relocation  space.

30.  PARKING

     If  there  is  a  parking lot and/or parking garage associated or connected
     with  the Building, Landlord grants to Tenant the nonexclusive right of its
     employees,  agents,  customers,  invitees and licensees to park vehicles in
     those  areas  of the Property designated by the Landlord as parking for the
     Building, subject to such terms, conditions and regulations as Landlord may
     adopt and modify from time to time relative to the parking areas. If Tenant
     sublets  any portion of the Premises or assigns any of its interest in this
     Lease,  then  the  parking  spaces  allocated  to Tenant hereunder shall be
     reduced  to  the  extent  the ratio between the rentable square feet of the
     Premises  and  the  parking  spaces granted to Tenant hereunder exceeds the
     Building  standard ratio of 3 parking spaces per 1,000 rentable square feet
     as  established  by  Landlord  from  time  to  time.

31.  MISCELLANEOUS

     a.   Landlord  Transfer.  Landlord  may  transfer, in whole or in part, the
          ------------------
     Building  and  any  of its rights under this Lease. If Landlord assigns its
     rights  under  this Lease, then Landlord shall thereby be released from any
     further obligations hereunder provided that the assignee assumes Landlord's
     obligations  under  this  Lease.


                                       33
<PAGE>
     b.   Landlord's  Liability.  The  liability  of  Landlord to Tenant for any
         ----------------------
     default  by  Landlord  under  the  terms  of this Lease shall be limited to
     Tenant's  actual  direct,  but  not  consequential,  damages  and  shall be
     recoverable  only  from  the interest of Landlord in the Property. Landlord
     and  its  directors,  officers,  partners, employees, agents, attorneys and
     representatives  shall  not  be  personally  liable  for any deficiency and
     Tenant  agrees  to  look  solely to Landlord's interest in the Property for
     recovery  of  any  judgment  from Landlord, it being intended that Landlord
     shall  not  be  personally  liable  for  any  judgment  or  deficiency.

     c.   Brokerage.  Landlord  and Tenant each warrant to the other that it has
          ---------
     not  dealt  with  any broker or agent in connection with the negotiation or
     execution  of  this Lease except Landlord's Broker (Colliers International)
     and  Tenant's  Broker  (Grubb  &  Ellis).  Tenant  and  Landlord shall each
     indemnify the other against all costs, expenses, attorneys' fees, and other
     liability  for  commissions  or other compensation claimed by any broker or
     agent  claiming  the  same  by,  through,  or under the indemnifying party.
     Commissions  payable to Tenant's Broker shall be paid by Landlord only if a
     written  commission agreement has been executed by and between Landlord and
     such  broker.  Landlord shall be responsible for payment of all commissions
     to  Landlord's  Broker.

     d.   Notices.  All  notices and other communications given pursuant to this
          -------
     Lease  shall  be  in writing and shall be (i) mailed by first class, United
     States Mail, postage prepaid, certified, with return receipt requested, and
     addressed  to  the  parties hereto at the address specified in Section 1 of
     the  Lease,  (ii)  hand  delivered  by  local courier or national overnight
     delivery  service  to  the  specified  address,  or (iii) sent by facsimile
     transmission  or  telex  followed  by a confirmatory letter. All notices to
     Landlord  shall be delivered to the addresses set forth in Section 1 and to
     Landlord's  property management company at the address set forth in Section
     2  and  all notices to Tenant shall be to Tenant's address(es) set forth in
     Section  1.  Notice  sent  by  certified  mail,  postage  prepaid, shall be
     effective  three  (3)  business  days  after  being deposited in the United
     States  Mail;  notices  sent by hand delivery or overnight courier shall be
     effective upon delivery to the address specified herein and notices sent by
     facsimile  or telex shall be effective when and if actually received by the
     individual  to  whom  the  notice is to be directed. The parties hereto may
     change  their  addresses  for notice or payment by giving notice thereof to
     the  other in conformity with this provision. In addition to the foregoing,
     any written notice to Tenant shall be deemed received when delivered to the
     Premises.

     e.   Severability.  It  is  the  parties  intention  that  this  Lease  be
          ------------
     enforceable  and  that it comply with all applicable laws. If any clause or
     provision of this Lease is illegal, invalid, or unenforceable under present
     or  future  laws,  then  the  remainder of this Lease shall not be affected
     thereby  and in lieu of such clause or provision, there shall be added as a
     part  of  this  Lease  a  clause  or  provision as similar in terms to such
     illegal,  invalid,  or unenforceable clause or provision as may be possible
     and  be  legal,  valid,  and  enforceable.

     f.   Amendments;  and Binding Effect.  This Lease may not be amended except
          -------------------------------
     by  instrument  in  writing  signed by Landlord and Tenant. No provision of
     this  Lease  shall  be  deemed  to have been waived by Landlord unless such
     waiver is in writing signed by Landlord. The terms and conditions contained
     in this Lease shall inure to the benefit of and be binding upon the parties


                                       34
<PAGE>
     hereto,  and  upon  their  respective  successors  in  interest  and  legal
     representatives,  except as otherwise herein expressly provided. This Lease
     is  for the sole benefit of Landlord and Tenant, and, other than Landlord's
     mortgagee, no third party shall be deemed a third party beneficiary hereof.

     g.   Tenant's  Right  of  Possession.  Provided Tenant has timely performed
          -------------------------------
     all  of  the  terms and conditions of this Lease to be performed by Tenant,
     Tenant  shall  peaceably  and  quietly  hold and enjoy the Premises for the
     Term, without hindrance from Landlord or any party claiming by, through, or
     under  Landlord,  subject  to  the  terms  and  conditions  of  this Lease.

     h.   Joint  and  Several Liability.  If there is more than one Tenant, then
          -----------------------------
     the  obligations  hereunder imposed upon Tenant shall be joint and several.
     If  there  is  a  guarantor  of  Tenant's  obligations  hereunder, then the
     obligations  hereunder  imposed  upon Tenant shall be the joint and several
     obligations  of  Tenant  and  such  guarantor,  and Landlord need not first
     proceed  against  Tenant before proceeding against such guarantor nor shall
     any such guarantor be released from its guaranty for any reason whatsoever.

     I.   Captions.  The captions contained in this Lease are for convenience of
          --------
     reference  only,  and  do  not limit or enlarge the terms and conditions of
     this  Lease.

     j.   No  Merger.  There  shall  be no merger of the leasehold estate hereby
          ----------
     created with the fee estate in the Premises or any part thereof if the same
     person  or  entity acquires or holds, directly or indirectly, this Lease or
     any interest in this Lease and the corresponding fee estate or any interest
     in  such  fee  estate.

     k.   No  Offer.  The  submission  of  this  Lease  to  Tenant  shall not be
          ---------
     construed  as  an  offer, nor shall Tenant have any rights under this Lease
     unless  Landlord  executes  a copy of this Lease and delivers it to Tenant.

     l.   Exhibits.  All  exhibits  added  and  attachments  attached hereto are
          --------
     incorporated  herein  by  this  reference.

                      Exhibit A - Legal  Description
                      Exhibit B - Outline  of  Premises
                      Exhibit C - Building  Rules  and  Regulations
                      Exhibit D - Landlord  Services
                      Exhibit E - Tenant  Improvements

     m.   Entire Agreement.  This Lease constitutes the entire agreement between
          ----------------
     Landlord  and Tenant regarding the subject matter hereof and supersedes all
     oral  statements  and prior writings relating thereto. Except for those set
     forth  in  this  Lease,  no representations, warranties, or agreements have
     been  made by Landlord or Tenant to the other with respect to this Lease or
     the  obligations  of  Landlord  or  Tenant  in  connection  therewith.


                                       35
<PAGE>
     n.   Property  Management.  Landlord's  Property  Management  Company  is
          --------------------
     identified  in  Section  2  of  the  Lease.  Landlord's Property Management
     Company  may  be changed without notice to Tenant from time to time. Tenant
     acknowledges  that  the  Property  Management  Company  is  an  independent
     contractor  hired  by  Landlord  to  operate  the  Property.

     o.   Choice  of Law.  This Lease shall be governed by the laws of the state
          --------------
     in  which  the Property is located and by the applicable laws of the United
     States  of  America.

     p.   Construction and Interpretation.  This Lease shall not be construed in
          -------------------------------
     favor  of  either  Landlord  or Tenant regardless of who prepared the same.
     Whenever the terms "hereof," "hereby," "herein," or words of similar import
     are  used  herein they shall be construed as referring to this Lease in its
     entirety  rather  than  to a particular section or provision. References to
     Sections  and  Exhibits  refer  to  the  sections of, and exhibits to, this
     Lease.  Whenever  the  term  "including"  is  used  herein,  it  shall  be
     interpreted  as  meaning  "including,  but  not  limited  to."

     q.   Waiver  of Jury Trial. Landlord and Tenant waive the right to trial by
          ---------------------
     jury  in  any  action,  proceeding  or  counterclaim  involving  any matter
     whatsoever  arising  out  of  or  in any way connected with this Lease, the
     relationship  of  Landlord  and  Tenant,  Tenant's  use or occupancy of the
     Premises  or  involving  the  right  to  any  statutory  relief  or remedy.

     Tenant  hereby waives the right to interpose any counterclaim of any nature
     in  any  summary  proceeding  or  other  action or proceeding instituted by
     Landlord against Tenant, or in any action instituted by Landlord for unpaid
     Rent,  Additional  Rent  or  other  amounts  due  under  this  Lease.

     r.   Use  of Term "Tenant".   The term "Tenant" wherever used in this Lease
          ---------------------
     shall  include  its  employees,  agents,  invitees, contractors, licensees,
     partners,  officers  and  shareholders.


32.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENANT

     Tenant  represents,  warrants  and  covenants  that  it is now in a solvent
     condition;  that  no  bankruptcy  or  insolvency proceedings are pending or
     contemplated  by or against Tenant or any guarantor of Tenant's obligations
     under  this Lease; that all reports, statements and other data furnished by
     Tenant  to  Landlord  in connection with this Lease are true and correct in
     all  material  respects;  that  the execution and delivery of this Lease by
     Tenant  does not contravene, result in a breach of, or constitute a default
     under  any  contract  or  agreement  to which Tenant is a party or by which
     Tenant  may  be  bound  and  does not violate or contravene any law, order,
     decree,  rule  or regulation to which Tenant is subject; and that there are
     no  judicial  or  administrative  actions, suits, or proceedings pending or
     threatened  against  or  affecting  Tenant  or  any  guarantor  of Tenant's
     obligations under this Lease. If Tenant is a corporation, limited liability
     company  or partnership, each of the persons executing this Lease on behalf
     of  Tenant  represents  and  warrants  that  Tenant  is  duly organized and
     existing,  is  qualified  to do business in the state in which the Premises
     are  located,  has  full right and authority to enter into this Lease, that
     the  persons  signing  on  behalf  of


                                       36
<PAGE>
     Tenant  are  authorized  to  do  so  by  appropriate  corporate, company or
     partnership  action  and  that  the terms, conditions and covenants in this
     Lease are enforceable against Tenant. If Tenant is a corporation or limited
     liability  company, Tenant shall deliver certified resolutions to Landlord,
     upon  request, evidencing that the execution and delivery of this Lease has
     been  duly  authorized  and  properly executed, and will deliver such other
     evidence  of  existence,  authority  and  good  standing  as Landlord shall
     require.


33. ENVIRONMENTAL PROVISIONS

     a.   Terms defined below in this Section shall have the following meanings:

          (i)  "Applicable  Environmental  Laws"  means  all applicable federal,
          state  and  other  laws,  ordinances,  rules  and  regulations  of any
          governmental  entity  pertaining  to  health  or  the  environment,
          including,  without  limitation,  the  Comprehensive  Environmental
          Response,  Compensation,  and Liability Act of 1980, as amended by the
          Superfund  Amendments  and  Reauthorization  Act  of 1986 (as amended,
          hereinafter  called  "CERCLA"), the Resource Conservation and Recovery
          Act  of  1976,  as  amended by the Used Oil Recycling act of 1980, the
          Solid  Waste  Disposal  Act  Amendments of 1980, and the Hazardous and
          Solid  Waste  Amendments  of  1984  (as  amended,  hereinafter  called
          "RCRA").

          (ii)  "Expenses"  means all liabilities, obligations, losses, damages,
          penalties,  claims,  actions,  suits,  proceedings,  costs,  expenses
          (including  reasonable  attorneys'  fees),  costs  of  settlement  and
          disbursements  of  any  kind  and  nature  whatsoever.

          (iii)  "Hazardous  substance"  and  "release"  shall have the meanings
          specified  in  CERCLA,  and the terms "solid waste" and "disposal" (or
          "disposed")  shall  have  the meanings specified in RCRA; provided, in
          the  event  either  CERCLA  or  RCRA  is  amended so as to broaden the
          meaning  of any term defined thereby, such broader meaning shall apply
          subsequent  to  the  effective  date  of  such  amendment and provided
          further,  to the extent that the laws of the State of Nevada establish
          a  meaning  for  "hazardous  substance",  "release," "solid waste," or
          "disposal"  which  is  broader than that specified in either CERCLA or
          RCRA,  such  broader  meaning  shall  apply.

          (iv) "Indemnified Party" means each of Landlord and any successors and
          assigns  as  to  all  or  any  portion of the Property or any interest
          therein,  and  any  affiliate,  officer,  agent, director, employee or
          servant  of  any  of  them.

     b.   Tenant  warrants  and  represents  that to Tenant's knowledge Tenant's
     intended  use  of  the  Premises  will not violate Applicable Environmental
     Laws. Tenant shall not cause or permit the Property, the Premises or Tenant
     to  be  in violation of, or do anything or permit anything to be done which
     will  subject  the Landlord or the Premises or the Property to any remedial
     obligations under any Applicable Environmental Laws, assuming disclosure to
     the  applicable  governmental authorities of all relevant facts, conditions
     and  circumstances,  if  any,  pertaining to the Premises, the Property and
     Tenant.  Tenant  shall promptly notify Landlord in writing of any existing,
     pending or, to the knowledge of Tenant, threatened investigation or inquiry
     by  any  governmental


                                       37
<PAGE>
     authority in connection with any violation of Applicable Environmental Laws
     by  Tenant or any person or entity acting through or on behalf of Tenant or
     the Premises. Tenant shall take all steps necessary to determine during the
     Term  of  this Lease that no hazardous substances or solid wastes are being
     disposed  of  or  otherwise  released  on or to or from the Property or the
     Premises.  Landlord  may  enter  upon  the Premises at any time and without
     notice  to verify compliance with this Section if Landlord believes in good
     faith  that a violation of this Section may have occurred or be threatened.
     Any  violation  of  this  Section  by  Tenant  shall constitute an Event of
     Default  under  this  Lease,  which  cannot  be  cured.

     c.   Tenant  hereby  agrees  to assume liability for and to pay, indemnify,
     protect and hold harmless every Indemnified Party from any and all Expenses
     imposed,  incurred or asserted (regardless of whether the Indemnified Party
     shall  be indemnified by any other person or entity) in any way relating to
     or  arising  out  of  (a)  a  violation of Applicable Environmental Laws by
     Tenant  during  the  term of this Lease or during any period of holdover by
     Tenant  after  the Term of the Lease, or (b) a disposal or other release of
     any  hazardous  substance or solid waste on, to or from the Premises or the
     Property  by  the  Tenant  during  the term of the Lease or during any such
     period  of  holdover.  The Tenant acknowledges that it has been given ample
     time to consult with counsel in agreeing to the indemnity set forth in this
     Lease  and  fully  understands  it.  This  indemnity  shall  survive  the
     termination  or expiration of this Lease. The foregoing indemnity shall not
     render  Tenant  liable  to  any  Indemnified  Party for any Expenses to the
     extent  that  such Indemnified Party may incur such Expenses as a result of
     its  own  willful  misconduct  or  negligence.

     d.   If  an Indemnified Party notifies Tenant of any claim or notice of the
     commencement  of  any  action,  administrative  or  legal  proceeding,  or
     investigation  as  to which the indemnity may apply, Tenant shall assume on
     behalf  of the Indemnified Party and conduct with due diligence and in good
     faith  the  defense  thereof  with  counsel  reasonably satisfactory to the
     Indemnified  Party;  provided,  that  the  Indemnified party shall have the
     right  to  be  represented therein by advisory counsel of its own selection
     and  at  its  own  expense;  and  provided further, that if any such claim,
     action,  proceeding  or  investigation  involves  both  Tenant  and  the
     Indemnified Party and the Indemnified Party shall have reasonably concluded
     that  there may be legal defenses available to it which are different from,
     additional  to,  or  inconsistent  with those available to Tenant, then the
     Indemnified  Party  shall  have  the  right  to  select separate counsel to
     participate  in  the  defense  of  such  claim,  action,  proceeding  or
     investigation  on  its  own  behalf  at  Tenant's  expense.

     e.   If  any  claim, action, proceeding or investigation arises as to which
     the  indemnity  provided for may apply, and Tenant fails to assume promptly
     (and  in  any event within ten (10) days after being notified of the claim,
     action,  proceeding or investigation) the defense of the Indemnified Party,
     then  the Indemnified Party may contest (or, with the prior written consent
     of  Tenant,  settle)  the  claim,  action,  proceeding  or investigation at
     Tenant's expense using counsel selected by the Indemnified Party; provided,
     that  no  such contest need be made by the Indemnified Party and settlement
     or  full  payment of any claim may be made by the Indemnified Party without


                                       38
<PAGE>
     Tenant's  consent  and without releasing Tenant from any obligations to the
     Indemnified  Party  if,  in  the written opinion of the Indemnified Party's
     counsel,  the  settlement  or  payment  in full is advisable. All costs and
     expenses  incurred  by  the  Indemnified  Party in connection with any such
     contest,  settlement  or  payment  shall  be  payable  upon  demand.

     f.   To  the Landlord's best knowledge no hazardous substance exists in the
     Premises  that  are  in  violation  of  Applicable  Environmental  Laws.





TO  THE  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  LANDLORD  AND TENANT EXPRESSLY
DISCLAIM  ANY  IMPLIED  WARRANTY  THAT  THE  PREMISES  ARE SUITABLE FOR TENANT'S
INTENDED  COMMERCIAL  PURPOSE.

EXECUTED  as  indicated below and effective on the latter of the dates indicated
below.


LANDLORD: Tomorrow 33 Convention, LP
          a Delaware limited partnership

By:  TFMGP 33 L.P., It's general partner
     a Delaware limited partnership
     its sole general partner

By:  TFMGP 33 Corp., It's general partner
     its general partner

By:  _/s/  Cheryl  S.  Willoughby________
     Cheryl S. Willoughby
     Vice President

Date: 9/3/03



TENANT: Telco Billing, Inc


     A  Nevada  Corporation
- --------------------------------------------------------------------------------


                                       39
<PAGE>
By:  /s/ Angelo Tullo, pres
                           -----------------------------------------------------

Name:  Angelo  Tullo
     ---------------------------------------------------------------------------


Title:  President
      --------------------------------------------------------------------------


Date: 8/29/03
             -----


                                       40
<PAGE>
                                   EXHIBIT "A"


                                LEGAL DESCRIPTION
                                -----------------


Parcel  One  (1):

That  portion of the Southeast Quarter (SE 1/4) of Section 9, Township 21 South,
Range  61  East,  M.D.B.  &  M.,  Clark  County, Nevada, being more particularly
described  as  follows:

Parcels  One  (1), Two (2) and Three (3) as shown on Parcel Map recorded October
14,  1980,  at  Page  69,  File  32  of Parcel Maps, in the Office of the County
Recorder,  Clark  County,  Nevada.

Excepting therefrom that certain spandrel area lying within the Northwest Corner
thereof  as  conveyed  to the County of Clark, by Deed recorded March 6, 1981 as
Instrument/File  No.  1324003  in  Book  1365  of  Official  Records.

Parcel  Two  (2):

The  West  100.00  feet  of  that  portion  of the Southeast Quarter (SE 1/4) of
Section  9,  Township  21  South,  Range  61 East, M.D.M., Clark County, Nevada,
described  as  follows:

Commencing  at  the  Southeast  Corner  of  said  Section  9;
Thence  North  4  39' 07" West along the East line thereof, a distance of 702.78
feet  to  a  point;
Thence  North  89  02'  13"  West,  a  distance  of  258.90  feet  to  a  point;
Thence  North  0  11'  20"  East,  East  235.02  feet  to  a  point;

Thence  North  89  21'  40"  West,  a  distance of 1337.25 feet to the Northwest
Corner  of that certain parcel of land conveyed by Vegas Valley Development Co.,
Ltd., to Clifford A. Jones and C. D. Baker, by Deed recorded December 4, 1951 as
Instrument/File  No.  378222,Clark  County,  Nevada,  being  the  True  Point of
Beginning;

Thence  South  2  51' East, a distance of 277.06 feet to the Southwest Corner of
the  said  conveyed  parcel;
Thence  South  88  56'  East along the South line of the said conveyed parcel, a
distance  of  337.30  feet  to  a  point;
Thence  Northerly,  a  distance  of 279.70 feet, more or less, to a point on the
North  line  of  said  conveyed  parcel, distant thereon South 89  21' 40" East,
340.00  feet  from  the  Northwest  Corner  thereof;

Thence  North  89  21'  40" West, a distance of 340.00 feet to the True Point of
Beginning.

Assessor's  Parcel  No:  162-09-805-001,002,004  &  007


                                       41
<PAGE>
                                   EXHIBIT "B"

                               OUTLINE OF PREMISES
                               -------------------


                                [GRAPHIC OMITED]



                           101 CONVETION CENTER PLAZA
                           --------------------------
                                L E V E L  T E N


                                       42
<PAGE>
                                   EXHIBIT "C"

                         BUILDING RULES AND REGULATIONS
                         ------------------------------



1.   Sidewalks,  doorways,  vestibules, halls, stairways and similar areas shall
not  be  obstructed by tenants or their officers, agents, contractors, invitees,
servants,  and  employees, or used for any purpose other than ingress and egress
to  and from their respective leased premises and for going from one part of the
Building  or  Property  to  another  part  of  the  Building  or  Property.

2.   Plumbing  fixtures  and  appliances shall be used only for the purposes for
which  constructed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or placed therein.  Any stoppage or damage resulting to any such
fixtures  or  appliances  from  misuse  on the part of a tenant or such tenant's
officers,  agents,  contractors, invitees, servants, and employees shall be paid
by  such  tenant.

3.   No  signs,  posters, advertisements, or notices shall be painted or affixed
by  or  on behalf of any tenant on any of the windows or doors, or other part of
the  Building or Property, except lettering of such color, size and style and in
such  places,  as  shall be first approved in writing by the Landlord's Property
Manager.  No nails, hooks or screws shall be driven into or inserted in any part
of  the  Building,  except  by  building  maintenance  personnel.

4.   Directories  may  be  placed by the Landlord, at Landlord's own expense, in
conspicuous  places  in  the  Building or on the Property.  No other directories
shall  be  permitted.

5.   Tenants  shall  not do anything, or permit anything to be done, in or about
the Property, or bring or keep anything therein or thereon, that will in any way
increase the possibility of fire or other casualty or obstruct or interfere with
the  rights  of,  or otherwise injure or annoy, other tenants, or do anything in
conflict with the valid pertinent laws, rules or regulations of any governmental
authority.

6.   Corridor  doors,  when  not  in  use,  shall  be  kept  closed.

7.   All  deliveries  of furniture, freight, office-equipment or other materials
for dispatch or receipt by Tenant must be made by licensed commercial movers via
the  service  entrance  of  the  Building  in  a  manner and during hours set by
Landlord from time to time.  Prior approval must be obtained from the Landlord's
Property  Manager for any deliveries that might interfere with the free movement
of  others  through the public corridors of the Building.  All hand trucks shall
be  equipped  with  rubber  tires  and  rubber  side  guards.

8.   Each  tenant  shall  cooperate  with  Building  employees  in  keeping  the
Property,  Building  and  their  respective  Premises  neat  and  clean.


                                       43
<PAGE>
9.   Nothing shall be swept or thrown into the corridors, halls, elevator shafts
or stairways.  No birds or animals shall be brought into or kept in or about the
Property  or  Building.

10.  Should  a  tenant require telegraphic, telephonic, annunciator or any other
communication  service, the Landlord will direct the electricians and installers
where  and  how  the  wires  are  to be introduced and placed, and none shall be
introduced  or  placed  except  as  the  Landlord  shall  direct.

11.  Tenants  shall  not  make  or  permit  any unseemly, disturbing or improper
noises in the Property or Building, or otherwise interfere in any way with other
tenants,  or  persons  having  business  with  them.

12.  No  equipment of any kind shall be operated in any tenant's leased premises
that  could  in any way annoy any other tenant in the Building without the prior
written  consent  of  the  Landlord.

13.  Tenants  shall  not  use  or  keep  on  the Property or in the Building any
inflammable  or  explosive  fluid  or  substance,  or any illuminating material,
unless  it  is  battery  powered,  UL  approved.

14.  Tenant  and  Tenant's  employees,  or agents, or anyone else who desires to
enter  the  Building  after normal working hours will be required to close doors
into  the  Building behind them.  Locks to such doors will not be tampered with.

15.  All  electrical  fixtures  hung  in the Premises must be fluorescent or can
                                                                          ------
lighting and of a quality, type, design, bulb color, size and general appearance
- --------
approved  by  Landlord.

16.  No  water  (swamp) cooler, air conditioning unit, space heater or system or
         ---------------------
other apparatus shall be installed or used by a tenant without the prior written
consent  of  Landlord.

17.  Normal business hours for the Building shall be 7:00 a.m. through 6:00 p.m.
on  weekdays,  excluding  legal  holidays.

18.  References  to  "holidays" and "legal holidays" in the leases to tenants in
the  Building  shall  include  the  following:

          January 1st. . . . . . . . . . . . . New Year's Day

          Last Monday in May  . . . . . . . . .  Memorial Day

          July 4th  . . . . . . . . . . . .  Independence Day

          First Monday in September . . . . . . . . Labor Day

          Fourth Thursday in November . . . . .  Thanksgiving


                                       44
<PAGE>
          December 25th . . . . . . . . . . . . . . Christmas


19.  The  Landlord  reserves  the right to rescind any of these rules (as to any
particular  tenant  or  as  to all tenants generally) and to make such other and
further  rules and regulations as in the judgment of Landlord shall from time to
time  be needed for the safety, protection, care and cleanliness of the Property
and Building, the operation thereof, the preservation of good order therein, and
the protection and comfort of its tenants, their agents, employees and invitees,
which rules when made and notice thereof given to a tenant shall be binding upon
such  tenant in like manner as if originally herein prescribed.  In the event of
any  conflict,  inconsistency,  or  other  difference  between  the  terms  and
provisions  of  these  Rules and Regulations (as now or hereafter in effect) and
the  terms  and  provisions  of  any  lease  now  or hereafter in effect between
Landlord  and  any tenant in the Building, Landlord shall have the right to rely
on  the  term  or  provision  in either such lease or such Rules and Regulations
which  is  most  restrictive  on  such  tenant.


                                       45
<PAGE>
                                   EXHIBIT "D"

                               LANDLORD'S SERVICES
                               -------------------



The  following  services  will  be  provided  by  Landlord:

1.   water  (hot and cold) at those points of supply provided for general use of
tenants  of  the  Building;

2.   heated  and  refrigerated  air  conditioning  as  appropriate,  at  such
temperatures  and in such amounts as are reasonably considered by Landlord to be
standard office conditions for the Building, from 7:00 a.m. to 6:00 p.m., Monday
through  Friday,  and  from  8:00  a.m.  to  1:00  p.m.  on  Saturdays;

3.   janitorial  service  to  the  Premises  on weekdays other than holidays for
Building-standard  installations  (Landlord  reserves  the  right to bill Tenant
separately for extra janitorial service required for non-standard installations)
and  such  window  washing  as  may  from time to time in Landlord's judgment be
reasonably  required;

4.   elevators  for  ingress  and  egress to the floor on which the Premises are
located,  in  common  with  other tenants, provided that Landlord may reasonably
limit  the  number  of  elevators  to be in operation at times other than during
customary  business  hours  and  on  holidays;

5.   replacement  of ballasts and fluorescent tubes in building-standard ceiling
mounted  fixtures installed by Landlord and incandescent bulb replacement in all
public  areas  of  the  Building;

6.   electrical  current  during normal business hours other than for computers,
electronic  data  processing  equipment,  special  lighting  and  equipment that
requires  more  than  110  volts,  or  other  equipment  whose electrical energy
consumption  exceeds  normal  office  usage;

7.   landscaping;  and

8.   snow  and  ice  removal  from  primary  ingress,  egress  and parking areas


                                       46
<PAGE>
                                   EXHIBIT "E"

                            TENANT FINISH: ALLOWANCE
                            ------------------------



1.   Except as set forth in this Exhibit, Tenant accepts the Premises in its "as
is"  condition  on  the  date  that  this  Lease  is  entered  into.

2.   Landlord  agrees  to  clean  the  premises  of all debris, have the carpets
professionally cleaned, and repair minor defects in all walls, and touch-up said
defects with paint.  Landlord will use its best efforts to match the paint color
as  close  as  possible.

3.   Landlord  shall  provide  to Tenant a construction allowance ("Construction
Allowance")  equal to the lesser of (a)  $3,591.00 ($1.00 /rentable square foot)
                                        ----------------------------------------
or (b) the Total Construction Costs, as adjusted for any approved changes to the
Drawings;  however,  if  Tenant  or its agent is managing the performance of the
work,  then Tenant shall not become entitled to full credit for the Construction
Allowance  until  Tenant has caused to be delivered to Landlord (i) all invoices
from  contractors,  subcontractors,  and  suppliers  evidencing  the  cost  of
performing the work, together with lien waivers from such parties, and a consent
of  the  surety  to  the  finished  Improvements  (if  applicable)  and  (ii)  a
certificate  of  occupancy  from  the  appropriate  governmental  authority,  if
applicable,  and  evidence  of  governmental  inspection  and  approval  of  the
Improvements,  if  applicable.


                                       47
<PAGE>
                                    GUARANTY
                                    --------

     For  good  and valuable consideration, the receipt and sufficiency of which
     are  hereby acknowledged, and in consideration for, and as an inducement to
     Landlord  to make the attached Lease with Tenant dated September _3__, 2003
     by  and  between  Tomorrow  33  Convention,  LP and Telco Billing, Inc, the
     undersigned  does  hereby  guarantee  to  Landlord,  without  condition  or
     limitations  except  as  hereinafter  provided,  the  payment  of  Rent and
     Additional  Rent  to  be  paid  by  the Tenant and the full performance and
     observance  of  all the terms, covenants and conditions therein provided to
     be  performed, observed or complied with by Tenant, including the Rules and
     Regulations  as  therein  provided,  without  requiring  any  notice  of
     non-payment,  non-performance  or  non-observance,  or proof, or notice, or
     demand,  whereby  to  charge  the  undersigned  therefor,  all of which the
     undersigned  hereby expressly waives and expressly agrees that the validity
     of this guaranty and the obligations of the guarantor hereunder shall in no
     way  be  terminated,  affected  or  impaired  by reason of the assertion by
     Landlord  against  Tenant  of  any  of  the  rights or remedies reserved to
     Landlord  pursuant  to  the  provisions of the attached Lease. Landlord may
     grant  extensions  of  time  and other indulgences and may modify, amend or
     waive  any of the terms, covenants or conditions of the attached lease, and
     discharge  or  release  any party or parties thereto, all without notice to
     the  undersigned  and  without in any way impairing, releasing or affecting
     the  liability  or  obligation  of the undersigned. Each of the undersigned
     agrees  that  Landlord may proceed directly against the undersigned without
     taking  any action under the attached Lease and without exhausting Landlord
     remedies against Tenant; and no discharge of Tenant in bankruptcy or in any
     other insolvency proceedings shall in any way or to any extent discharge or
     release  the  undersigned  from  any liability or obligation hereunder. The
     undersigned  further  covenants  and agrees that this guaranty shall remain
     and  continue  in  full force and effect as to any renewal, modification or
     extension  of  the attached Lease, and that no subletting and no assignment
     of  the  within  Lease,  with  or without Landlord's consent thereto, shall
     release  or  discharge the undersigned. As a further inducement to Landlord
     to  make  the  within  Lease and in consideration therefor, the undersigned
     agrees  that  in any action or proceeding brought by either Landlord or the
     undersigned  against  the  other  on  any matter whatsoever arising out of,
     under,  or  by  virtue  of any of the terms, covenants or conditions of the
     attached  Lease or of this guaranty, the undersigned shall pay, in addition
     to  any  damages  which  a  court of competent jurisdiction may award, such
     amount  or  amounts  as the court may determine to be reasonable attorneys'
     fees  incurred  by Landlord or its successors or assigns in the enforcement
     of this guaranty. All rights under this guaranty shall inure to the benefit
     of  any  successors  or  assigns  of  Landlord.

This Guaranty relates to that certain Lease, dated _Sept 3__, 2003, covering
Premises located at 101 Convention Center, Suite 1001/1002, Las Vegas, Nevada
89109.

IN WITNESS WHEREOF, the undersigned has signed this Guaranty as of the ___ of
____________, 200__.


                                       48
<PAGE>
                              Guarantor:  YP.NET,  Inc,
                              a  __Nevada______  corporation

                              By:__/s/ Angelo Tullo, pres

                              its:_President, Chairman
                                     (Title)


                              Date:___8/29/03__________

                              ____88-0391858___________
                              Employer Identification Number




                      ACKNOWLEDGEMENT OF LEASE COMMENCEMENT
                      -------------------------------------


The undersigned parties acknowledge that the following described Lease Agreement
is in full force and effect and that Tenant has taken possession of the demised
Premises.

Date of Lease:
                  ----------------------------

Landlord:
                  ----------------------------

Tenant:
                  ----------------------------

Building Name:
                  ----------------------------

Suite Number:
                  ----------------------------


The undersigned parties acknowledge that the Commencement Date and the
expiration date of the initial Lease term as defined in Paragraph ____ of the
above referenced Lease Agreement is as follows:


                                       49
<PAGE>
Commencement:     ___9/1/03___________________

Expiration:       ___9/30/06__________________


The undersigned parties further acknowledge that the above referenced Lease
Agreement has not been amended or modified and all terms and provisions remain
in full force and effect.

LANDLORD:
                  -------------------------------------
                  By _________________, General Partner

                  By:  ________________________
                         Cheryl S. Willoughby
                         Vice President

                  Date:________________________

TENANT:
                  _/s/ Angelo Tullo____________
                  By:__President_______________
                        (Title)

                  Date:__8/29/03_______________


                                       50
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>doc9.txt
<TEXT>
                                                                   EXHIBIT 10.10


                   AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT


     THIS  AMENDMENT  NO.  3  TO  STOCK  PURCHASE  AGREEMENT  (the "AMENDMENT"),
effective  as of October 31st, 2003 (the "EFFECTIVE DATE"), is made by and among
YP.NET, INC., a Nevada corporation, f/k/a RIGL Corporation ("COMPANY"), MORRIS &
MILLER, LTD., an Antigua corporation ("MORRIS & MILLER") and MATHEW AND MARKSON,
LTD.,  an  Antigua corporation ("MATHEW AND MARKSON" and, together with Morris &
Miller, the "SHAREHOLDERS").  Collectively, all of the parties to this Amendment
will  be  referred  to  as  the  "PARTIES."


                                   BACKGROUND

     The Parties executed that certain Stock Purchase Agreement, dated March 16,
1999  ("PURCHASE  AGREEMENT"),  whereby  Company  agreed  to  acquire all of the
outstanding shares of Telco, Inc., including those shares owned by Shareholders.
The  Purchase Agreement provided the Shareholders with the right to "put" shares
of  the  Company  owned by them back to the Company under certain circumstances.
In connection with the execution of the Purchase Agreement, the Parties executed
that  certain  Amendment  to the Stock Purchase Agreement, dated March 16, 1999,
which  cured  a  technical  default  under  the  Purchase  Agreement.

     Subsequently,  the  Parties  executed  that  certain 2nd Amendment to Stock
Purchase  Agreement,  effective  September 12, 2000 ("SECOND AMENDMENT") whereby
the  "put"  rights  of  the  Shareholders  were  terminated  in exchange for the
creation  of  revolving  lines  of  credit  for the benefit of the Shareholders.
Under  the lines of credit, the Company agreed to lend up to $10,000,000 to each
Shareholder,  subject  to  certain  limitations  (the  "REVOLVERS").

     The  parties  now  desire  to  further amend the Purchase Agreement and the
Second  Amendment by terminating the revolving lines of credit established under
the  Second  Amendment  in  exchange  for  the Company's agreement to:  (a) make
final,  predetermined  advances  to  the  Shareholders  and  (b)  pay  quarterly
dividends  to  all  of the Company's shareholders, subject to applicable law and
the  terms  and  conditions  of  this  Amendment.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants, conditions,
representations  and  warranties  herein  contained,  and  for  other  valuable
considerations,  the  receipt  and sufficiency of which are hereby acknowledged,
the  Parties  agree  that Paragraph 1.4 of the Purchase Agreement, as amended by
the  Second Amendment, is hereby further amended by replacing the provisions set
forth in the Second Amendment with the terms of this Amendment.  All other terms
of the Purchase Agreement as previously amended remain in full force and effect.


                                        1
<PAGE>
                                    ARTICLE 1
                                    ---------

                   FINAL ADVANCES AND TERMINATION OF REVOLVERS
                   -------------------------------------------

          1.1  ADVANCES.  Subject to the terms and conditions of this Amendment,
the  Company  have loaned or will lend to the Shareholders the following amounts
(each, a "FINAL ADVANCE AMOUNT") as allocated and on the dates specified (each a
"FINAL  ADVANCE" and, collectively, with all preexisting outstanding advances or
loans  made  to  the  Shareholders  under  the  Revolvers  or  otherwise,  the
"ADVANCES"):

<TABLE>
<CAPTION>
FINAL ADVANCE AMOUNT               ADVANCE DATE       ALLOCATION
- --------------------               ------------       ----------
<S>                                <C>                <C>

$250,000.00                       October 31, 2003    100,000.00 to Mathew &
                                                      Markson and $150,000.00 to
                                                      Morris & Miller

$250,000.00                       November 15, 2003   100,000.00 to Mathew &
                                                      Markson and $150,000.00 to
                                                      Morris & Miller

$1,500,000.00                     December 8, 2003    1,500,000.00 to Morris &
                                                      Miller

$325,000.00                      January 30, 2004    275,000.00 to Morris &
                                                      Miller & $50,000.00 to
                                                      Mathew & Markson

$400,000.00                       February 27, 2004   300,000.00 to Morris &
                                                      Miller and $100,000.00 to
                                                      Mathew & Markson

$575,000.00                       March 31, 2004      500,000.00 to Morris &
                                                      Miller and $75,000.00 to
                                                      Mathew & Markson

$________  (an           amount   April 9, 2004       ________ to Mathew &
sufficient     to    pay    the                       Markson and $________ to
Shareholders'        collective                       Morris & Miller
interest on all Advances by the
Company,       which      total
_________    the   "PREEXISTING
DEBT"),  for  three  years (the
"INTEREST ADVANCE"))
</TABLE>


                                        2
<PAGE>
               1.1.1  GUARANTEE  OF  ADVANCES.  As  a material inducement by the
Company  to  effectuate  this  Amendment  with  the  Shareholders,  the  Company
unconditionally  guarantees  to  make  the  Advances  listed  in 1.1 above. Such
Guarantee(s)  of payment will be separately evidenced by individual Certificates
of  Guarantee  for  Payment  (the "Certificates") in the form attached hereto as
Exhibit  A  [WE NEED A COPY OF IT!?].  The Certificates are freely assignable by
- ----------
the  Shareholders without notice to or consent by the Company. The assignment of
the  Certificates  does not relieve the Shareholders of any of their obligations
under  this  Amendment.

               1.1.2  PAYMENTS  TO THIRD PARTIES.  The Company will not make any
of the Advances to any third party except to a law firm designated in writing by
the  Shareholder(s)  to  manage  certain affairs of the Shareholder(s) or to the
assignees,  if  any,  of  the Certificates. As of the signing of this Amendment,
Morris  &  Miller  designates  the  law  firm  Fennemore Craig, P.C. of Phoenix,
Arizona  to  receive  the  Advances  listed  above  on  its behalf in trust from
December  8,  2003,  forward.

               1.1.3 METHOD OF PAYMENT.  The Advances shall be made by certified
check  or wire transfer at the election of the Shareholders or the assignees, if
any,  of  the  Certificates.

          1.2  TERMINATION  OF REVOLVERS.  Upon payment of the Interest Advance,
the  Revolvers  will  terminate  and  expire  and will be of no further force or
effect.  The  Company  will  no  longer  be  obligated  to  advance any funds to
Shareholders  or  any  assignee  of the Certificates, except as provided in this
Amendment  and  the  Certificates.  Notwithstanding  the foregoing, however, the
Advances,  including  the  outstanding  advance amounts made to the Shareholders
under  the  Revolvers  prior  to this Amendment, will be subject to the terms of
this  Amendment.

          1.3  SECURITY.

               1.3.1  The  Shareholders'  repayment  and  other obligations with
respect  to  the Advances will be secured by a lien on shares of common stock of
the  Company,  $.001  par  value  per  share, held by the Shareholders ("PLEDGED
SHARES")  on  the  terms  and  conditions for the pledge of shares as collateral
provided  for  under  the  Revolvers,  as  set  forth  in  the Second Amendment.
Notwithstanding  the foregoing, the Shareholders will pledge to the Company that
number of Pledged Shares sufficient to fully collateralize the Advances based on
the  following  per  share  valuation  criteria  ("VALUE CRITERIA"):  a share of
Company  common  stock will be valued at the greater of:  (i) 90% of the highest
closing  price  of  one  share  of  the Company's common stock during the 90-day
period  immediately  preceding  the  valuation  date  as quoted or listed on the
Over-the-Counter  Bulletin  Board or a national exchange or quotation system; or
(ii)  a  minimum  of $1.00 per share.  The aggregate value of the Pledged Shares
based  on  the  Value  Criteria  as  of  the  date of this Amendment will be the
"ORIGINAL  COLLATERAL  VALUE."  At  the  end of each Company fiscal quarter, the
Company  will  reassess  the value of the Pledged Shares.  If the Value Criteria
produce  an  aggregate value that is in excess of the Original Collateral Value,
the  Company  will release that number of Pledged Shares necessary to reduce the
reassessed  value  to  an  amount  equal  to the Original Collateral Value.  The
Shareholders  will  not  be obligated to pledge any additional shares of Company
common  stock if the Value Criteria produce an aggregate value that is less than
the  Original  Collateral  Value  in  any  future  measurement  period.


                                        3
<PAGE>
               1.3.2  All certificates or instruments representing or evidencing
the  Pledged  Shares  will be held by the Shareholders for which a stop transfer
order  will  be enforced at the Company's transfer agent, and upon demand, after
an  uncured  Event  of Shareholder Default (as defined below), shall be promptly
delivered to the Company, and will be in suitable form for transfer by delivery,
and  will  be  accompanied  by  stock  powers  in the form of Exhibit B attached
                                                              ---------
hereto,  duly  executed  in blank by Shareholder, to be held by Company upon the
terms  and  conditions  set  forth in this Amendment.  The Company will have the
right,  at  any time in its discretion and upon notice to Shareholders following
the  occurrence  of  an  Event  of  Shareholder  Default  (as defined below), to
transfer  to or to register in the name of Company or any of its nominees any or
all  of  the  Pledged  Shares  then  remaining  in the Shareholders' possession.

               1.3.3  The Shareholders will, from time to time, promptly execute
and  deliver  all  further instruments and documents and take all further action
that  may be necessary or desirable, or that the Company may reasonably request,
in  order  to  protect  any security interest granted or purported to be granted
hereby, to enable the Company to exercise and enforce the rights and remedies of
the  Company  hereunder  with  respect to any Pledged Shares or to carry out the
provisions  and  purposes  hereof.

               1.3.4  So long as any Advance remains unpaid, neither Shareholder
will,  without  the  consent  of  company:

                    (a)  sell,  transfer, assign or dispose of or create, incur,
assume  or  suffer  to exist any security interest, lien or other encumbrance on
any of the Pledged Shares now owned or hereafter acquired other than pursuant to
this  Amendment;  or

                    (b)  convert  any  of the Pledged Shares into other stock or
securities  (including any warrants, options, subscriptions or other contractual
arrangements  for  the  purchase of stock or securities convertible into stock).

               1.3.5  Effective  upon  the occurrence of an Event of Shareholder
Default,  the  Shareholders  hereby  irrevocably  appoint  Company  as  their
attorney-in-fact  with full authority in the place and stead of Shareholders and
in  the  name  of  Shareholders,  Company  or  otherwise,  from  time to time in
Company's  discretion  to  take  any  action  and to execute any instrument that
Company  may  deem  necessary  or  advisable  to accomplish the purposes of this
Amendment,  including  an  irrevocable  proxy  to vote the Pledged Shares.  This
power of attorney is coupled with an interest and shall be irrevocable until all
obligations of Shareholders on the Advances and hereunder have been indefeasibly
paid  and  satisfied  in  full.

               1.3.6.  Effective  upon  the  occurrence  of  an Event of Company
Default  (as defined below) that remains uncured for 10 days, all of the Pledged
Shares  shall  be automatically released from any claims or liens by the Company
until  such  time  as  Company  has  cured  the  Event  of  Company  Default.


                                        4
<PAGE>
               1.3.7.  Effective upon the occurrence of the Loan Forgiveness (as
defined  below),  the  Pledged  Shares  shall  be  automatically and permanently
released  from  any  claims  or  lien  by  the  Company.

          1.4  INTEREST.

               1.4.1 Each Shareholder acknowledges and agrees that the amount of
each  Advance  does  not include a reserve or allocation for payment of interest
and  that  interest will be payable from the separate funds of each Shareholder.

               1.4.2  Annual  interest  at eight percent (8%) will accrue on the
unpaid balance of each Advance, commencing on the date that the Advance was made
to  the  Shareholders.  Subject  to  the  provisions  of  Section 1.7 below, the
                                                          -----------
interest  on  each Advance will be due and payable by the Shareholders quarterly
in  arrears  and, in any event, all such interest will become due and payable on
the  "Maturity  Date,"  as defined below.  Interest on pre-existing advances for
periods  prior  to this Amendment, has been paid with advances by the Company to
the  Shareholders  and the principal amount of such advances has been aggregated
with  the  pre-existing  Advances  that the Parties have agreed are to be repaid
hereunder.

               1.4.3  All payments of principal or interest on each Advance will
be  made  without offset or deduction of any sort including, but not limited to,
any  present  or  future  taxes,  levies,  imposts,  deductions,  charges  or
withholdings,  now or hereafter imposed or claimed, all of which amounts will be
paid  by  the  Shareholder.  Each Shareholder will pay all the amounts necessary
with  respect  to  any Advance on which such Shareholder is the debtor such that
the  gross  amount of the principal and interest received by Company is not less
than  that  required by such Advance.  All stamp and documentary transfer taxes,
if  any,  now  or  hereafter  imposed  on  any of the Loans will be paid by each
Shareholder  that  is  a debtor on such Advances.  The foregoing to the contrary
notwithstanding,  if  Company,  in Company's sole discretion, pays such taxes on
any  of  the  Advances,  each Shareholder that is a debtor on such Advances will
immediately  reimburse  Company  for  the  amount  paid.  Each  Shareholder will
furnish  to  Company,  upon  written  request  therefor by Company, official tax
receipts or other evidence of payment of all such stamp and documentary transfer
taxes,  if  any.

          1.5  MATURITY  DATE.

               1.5.1 The unpaid principal balance of each Advance, including all
prior  advances  made  under  the  Revolvers,  together with all unpaid interest
accrued thereon and all other amounts payable by any Shareholder under the terms
of this Amendment will be due and payable on May 7, 2007 ("MATURITY DATE").  All
payments  will  be  made in lawful money of the United States of America in same
day funds and received by Company not later than the close of Company's business
on  the  Maturity  Date.  Any  payment  received  after  the  close of Company's
business  on  the  Maturity  Date will be deemed received by Company on the next
business  day.

               1.5.2  If  the  Maturity  Date should fall on a day that is not a
business  day,  payment  of the outstanding principal balance due and payable on
such  Maturity  Date  will  be  made


                                        5
<PAGE>
on  the next succeeding business day and such extension of time will be included
in  computing  any  interest  in  respect  of  such  payment.

          1.6  PREPAYMENT.  The  Advances  may  be prepaid, in whole or in part,
without  any  penalty  whatsoever.

          1.7  PREPAYMENT  OF  INTEREST.  Shareholders  will  pay  to Company an
amount  at  least  equal to the Interest Advance (the "INTEREST PAYMENT") within
ten  days  of the receipt by Shareholders of the Interest Advance.  The Interest
Payment  will  satisfy  the  Shareholders'  interest obligations on the Advances
through  the  Maturity  Date.

          1.8  EVENT  OF  SHAREHOLDER  DEFAULT.  The  occurrence  of  any of the
following  will  be  deemed  to  be  an  event of Shareholder default ("EVENT OF
SHAREHOLDER  DEFAULT"):

               (a)  default  in  the  payment  of  all  outstanding  amounts  of
principal  or  interest  on  the  Maturity  Date;

               (b)  the  entry  of  an  order  for  relief  under  the  Federal
Bankruptcy  Code or similar laws in Antigua or otherwise governing a Shareholder
as  to  a Shareholder or approving a petition in reorganization or other similar
relief under bankruptcy or similar laws in the United States of America, Antigua
or  any  other competent jurisdiction, and if such order, if involuntary, is not
satisfied  or  withdrawn  within 60 days after entry thereof; or the filing of a
petition  by  a Shareholder seeking any of the foregoing, or consent thereto; or
the filing of a petition to take advantage of any Shareholder's act; or making a
general  assignment  for  the  benefit  of  the Company; or admitting in writing
inability  to  pay  debts  as  they  mature;

               (c)  if  a  court  of  competent  jurisdiction enters an order or
decree under any bankruptcy law that (i) appoints a trustee, receiver, assignee,
liquidator  or  similar  official  for  a  Shareholder or substantially all of a
Shareholder's  properties;  or (ii) orders the liquidation of a Shareholder, and
in  each  case  the  order  or  decree  is  not  dismissed  within  60  days;

               (d)  the  liquidation,  termination,  or  winding  up  of  a
Shareholder;  or

               (e)  if  a  Shareholder  or  any  affiliated  party  or entity of
Shareholder  breaches  any  term  or  is  in default under any provision of this
Amendment.

So  long  as  any amount under an Advance shall remain unpaid, Shareholder will,
unless  the  Company otherwise consents in writing, promptly give written notice
to  the  Company  in  reasonable  detail  of  the  occurrence  of  any  Event of
Shareholder Default or of any condition, event or act, which, with the giving of
notice  or  the  passage  of time or both, would or might constitute an Event of
Shareholder  Default.

          1.9  EVENT OF COMPANY DEFAULT.  The occurrence of any of the following
will  be  deemed to be an event of Company default ("EVENT OF COMPANY DEFAULT"):

               (a)  the  Company's  failure  to pay a Final Advance Amount on or
before  the  Advance  Dates  listed  in  Section  1.1;
                                         ------------


                                        6
<PAGE>
               (b)  the  Company's  failure  to  pay a permissible Dividend or a
Dividend  Default  Payment  in  accordance  with  the  provisions  in Article 2;
                                                                      ---------

               (c)  the  entry  of  an  order  for  relief  under  the  Federal
Bankruptcy  Code  or  similar  laws  otherwise  governing  the Company as to the
Company  or approving a petition in reorganization or other similar relief under
bankruptcy or similar laws in the United States of America and if such order, if
involuntary,  is  not satisfied or withdrawn within 60 days after entry thereof;
or  the  filing  of  a  petition by the Company seeking any of the foregoing, or
consent  thereto; or the filing of a petition to take advantage of the Company's
act; or making a general assignment for the benefit of the Company; or admitting
in  writing  inability  to  pay  debts  as  they  mature;

               (d)  if  a  court  of  competent  jurisdiction enters an order or
decree under any bankruptcy law that (i) appoints a trustee, receiver, assignee,
liquidator  or  similar  official  for  the  Company or substantially all of the
Company's properties; or (ii) orders the liquidation of the Company, and in each
case  the  order  or  decree  is  not  dismissed  within  60  days;

               (e)  the  liquidation, termination, or winding up of the Company;
or

               (f)  if  the  Company  or  any  affiliated party or entity of the
Company  breaches  any  term  or  is  in  default  under  any  provision of this
Amendment.

So  long  as  Company is obligated to pay any Advances or declare any dividends,
pursuant  to  this  Amendment,  Company  will, unless the Shareholders otherwise
consent  in  writing,  promptly  give  written  notice  to  the  Shareholders in
reasonable  detail  of  the occurrence of any Event of Company Default or of any
condition, event or act, which, with the giving of notice or the passage of time
or  both,  would  or  might  constitute  an  Event  of  Company  Default.


                                    ARTICLE 2
                                    ---------

                                    DIVIDENDS
                                    ---------

          2.1  AGREEMENT  TO  ISSUE  QUARTERLY  DIVIDEND.

               2.1.1  Subject  to  applicable  laws  under  the  Nevada  Revised
Statutes  and the Federal and State securities laws in effect from time to time,
the  Company  agrees,  to  the extent the Company and the Board of Directors are
permitted  under  the  applicable laws, to declare and pay a cash dividend of at
least  $.01  per share to all of its common stock shareholders within 60 days of
                                                                      --
the  end of each fiscal quarter ("DIVIDEND DATE") commencing no later than April
30th,  2004  for the Company's fiscal quarter ended March 31, 2004, and for each
fiscal  quarter  thereafter  based  on the record date announced by the Board of
Directors  (a  "PERMISSIBLE  DIVIDEND").

               2.1.2  Shareholders  acknowledge  and understand that the Company
will  be  under  no obligation to pay a dividend or make any distribution to its
shareholders  under  this  Amendment  or  otherwise  unless  the declaration and
payment  of such dividends or distributions is permitted under the provisions of
Nevada  Revised  Statutes  Sec.78.288,  or  any  successor  statute,  in


                                        7
<PAGE>
effect  as  of  a  Dividend  Date ("PERMITTED COMPANY DEFAULT").  A copy of Sec.
78.288 in existence as of the date of this Amendment is attached here as Exhibit
                                                                         -------
C.  Shareholders  further acknowledge and agree that a Permitted Company Default
will  not constitute an Event of Company Default or a breach of or default under
      ---
any terms, conditions or provisions of this Amendment, the Purchase Agreement or
Revolvers.

          2.2  FAILURE  TO  PAY  A  PERMISSIBLE  DIVIDEND.

               2.2.1  Except  in circumstances where a Permitted Company Default
exists,  the  Shareholders  will  be  entitled to the immediate payment from the
Company  of  $1,000,000.00  ("DIVIDEND  DEFAULT PAYMENT") in the event:  (a) the
Company  fails  to  cause  a Permissible Dividend to be declared and paid to its
shareholders  by  an  applicable Dividend Date and (b) if such failure continues
                                               ---
uncured  for  25  days after the Company's receipt of a written notice by either
Shareholder  ("DIVIDEND  DEFAULT  NOTICE").

               2.2.2  Except  in circumstances where a Permitted Company Default
exists,  in  addition  to the Dividend Default Payment, the Shareholders will be
entitled  to  have the Advances currently outstanding, and all accrued interest,
if  any,  forgiven  by  the  Company ("LOAN FORGIVENESS") in the event:  (a) the
Company  fails  to  cause  a Permissible Dividend to be declared and paid to its
shareholders  for  two consecutive Dividend Dates and (b) such default continues
                   ---                            ---
uncured  for  25  days  after the Company's receipt of a second Dividend Default
Notice.

          2.3  TERMINATION  OF  REQUIRED DIVIDENDS.  Neither the Company nor its
officers,  directors  or  shareholders  will have any further obligations to the
Shareholders or any shareholders, either to pay Permissible Dividends or to make
Advances  upon  the  earlier  to  occur  of:  (i) a Loan Forgiveness or (ii) the
Maturity  Date.

                                    ARTICLE 3
                                    ---------

SHAREHOLDERS  ANNOUNCE  THEIR  INTENTION TO PURCHASE ADDITIONAL COMMON SHARES OF
- --------------------------------------------------------------------------------
THE  COMPANY.
- -------------

     Each  of  the  Shareholders  currently  intend  to purchase up to 1 million
additional  common  shares  of  the  Company  on  the open market subject to all
applicable  laws and regulations and their discretion within the next 24 months.
The  Shareholders  will do this as part of an organized plan of buying that will
allow  the  shareholders  to  buy whenever there is a softening of prices in the
market.  Nevertheless,  the Shareholders are under no obligation to purchase any
additional  shares  or  to  purchase  shares  at  any  specific  time.

                                    ARTICLE 4
                                    ---------

     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  EACH  SHAREHOLDER
     -------------------------------------------------------------------

     Knowing  that the Company will be relying on the following representations,
warranties  and  covenants  of the Shareholders as an inducement to execute this
Amendment,  each Shareholder, jointly and severally, hereby represents, warrants
and  covenants  to  Company  as  follows:


                                        8
<PAGE>
          4.1  There  are  no  actions, suits, or proceedings pending or, to the
best  of  each  Shareholders'  knowledge  after due diligence, threatened in any
court  or  before or by any governmental authority that materially and adversely
affects  each  Shareholders'  ability  to  pay  and  perform  each Shareholder's
obligations  on  the  Advances  or  under  this  Amendment  or  that involve the
validity,  enforceability,  or  priority  of  this  Amendment.

          4.2  This  Amendment,  and  all  other documents referred to herein to
which  each  Shareholder is a party, constitute valid and binding obligations of
each  Shareholder  enforceable in accordance with their terms.  The consummation
of  the transactions contemplated hereby and the performance of any of the terms
and  conditions  hereof  will  not result in a breach of or constitute a default
under  any  mortgage,  deed  of  trust,  promissory note, loan agreement, credit
agreement,  or  any other agreement to which either Shareholder is a party or by
which  either  Shareholder  may  be  bound.

          4.3  Each  Shareholder  has  the  full power and authority to execute,
deliver  and  perform  its  respective  obligations under this Amendment and all
other  documents  referred  to  herein  to  which  they  are  parties.

          4.4  Each  Shareholder is a corporation, duly formed, validly existing
and  in  good standing under the laws of Antigua and each has the full power and
authority  to  enter  into  this  Amendment  and  to  carry out the transactions
contemplated  to  be  carried  out  by  each Shareholder hereunder.  The parties
signing  this  Amendment  on  behalf  of  each  Shareholder  have full power and
authority  to  do  so.  All necessary consents, approvals, resolutions and other
actions  have  been  taken  to duly authorize the execution and delivery of this
Amendment  and  the  performance  by  each  Shareholder  of  the  covenants  and
obligations  to  be  performed  and  carried  out by each Shareholder hereunder.

          4.5  Each  Shareholder  is the legal, record, and beneficial owner of,
and  has good and marketable title to, their respective Pledged Shares, free and
clear  of all security interests, liens, claims, charges, or other encumbrances,
except  the  security  interest contemplated by this Amendment, and no financing
statement covering the Pledged Shares is filed or recorded in any public office.

          4.6  The  security  interest  in  the  Pledged  Shares  granted to the
Company constitutes, and hereafter will constitute, a security interest of first
priority  in  favor  of  the  Company.

          4.7  There are no attachments, levies, executions, assignments for the
benefit  of  creditors,  receiverships,  conservatorships  or  voluntary  or
involuntary  proceedings  in  bankruptcy or pursuant to any other debt or relief
laws  contemplated  by  either  Shareholder or any of the officers, directors or
shareholders  of  either  Shareholder,  as  applicable, or to the best of either
Shareholder's  knowledge after due inquiry, currently pending in any judicial or
administrative  proceeding  against either Shareholder or any one or more of the
officers,  directors  or  shareholders  of  either  Shareholder,  as applicable.


                                        9
<PAGE>
          4.8  Each  Shareholder  has  full  power  and  authority  to  own  its
properties  and  to  carry  on  its  business  as  now  being  conducted.

          4.9  The  liens,  security  interests  and assignments created by this
Amendment  and  the  Second  Amendment  will  be  or  are, as applicable, valid,
effective,  properly  perfected  and  enforceable  liens, security interests and
assignments.

          4.10 Each Shareholder will make all payments of interest and principal
on  the  Advances and will keep and comply with all terms, covenants, conditions
and  provisions  of  this  Amendment.

          4.11  Each  Shareholder  will  execute  and  deliver  such  additional
documents and do such other acts as Company may reasonably require in connection
with  this  Amendment.

          4.12  Each  Shareholder will execute and deliver to Company, from time
to  time  as  requested by Company, such other documents as will be necessary to
provide  the  rights  and  remedies  to  Company granted or provided for in this
Amendment.

          4.13  Each  Shareholder will notify Company of the commencement of any
action, suit or proceeding: (i) against either Shareholder or (ii) involving the
validity  or  enforceability  of  this  Amendment  or  the  other  documents  or
agreements  referred  to  herein  or  the  priority of the liens and/or security
interests  created  hereby, within 24 hours following each Shareholder's receipt
of  notice  of  any  of  the  foregoing.

          4.14  The  Company may, but will not be obligated to, commence, appear
in,  or  defend  any action or proceeding purporting to affect an Advance or the
respective  rights  and  obligations  of Company and each Shareholder under this
Amendment.  The  Company  may,  but  will not be obligated to, pay all necessary
expenses,  including  reasonable  attorney's  fees  and  expenses  incurred  in
connection  with  such  proceedings or actions, which each Shareholder agrees to
repay  to  Company  upon demand, together with interest from the date such funds
are  advanced  until  full  repayment  thereof.

          4.15  Neither  Shareholder  will assign or transfer any interest under
this  Amendment  without  the  prior  written  consent  of Company, and any such
purported  assignment will be an Event of Shareholder Default hereunder and will
be void, except that each of the Shareholders may assign any of the Certificates
in  accordance  with  Section  1.1.2.
                      --------------

                                    ARTICLE 5
                                    ---------

              REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY
              ----------------------------------------------------

     Knowing  that  the  Shareholders  will  be  relying  on  the  following
representations,  warranties  and  covenants  of the Company as an inducement to
execute this Amendment, the Company hereby represents, warrants and covenants to
the  Shareholders  as  follows:


                                       10
<PAGE>
          5.1  There  are  no  actions, suits, or proceedings pending or, to the
best  of the Company's knowledge after due diligence, threatened in any court or
before  or  by  any governmental authority that materially and adversely affects
the  Company's  ability  to pay and perform the Company's obligations under this
Amendment  or  that  involve  the  validity, enforceability, or priority of this
Amendment.

          5.2  This  Amendment,  and  all  other documents referred to herein to
which  the  Company  is a party, constitute valid and binding obligations of the
Company  enforceable  in  accordance  with their terms.  The consummation of the
transactions  contemplated  hereby  and  the performance of any of the terms and
conditions  hereof  will not result in a breach of or constitute a default under
any  mortgage, deed of trust, promissory note, loan agreement, credit agreement,
or  any  other agreement to which the Company is a party or by which the Company
may  be  bound.

          5.3  The  Company has the full power and authority to execute, deliver
and  perform  its  obligations  under  this  Amendment  and  all other documents
referred  to  herein  to  which  it  is  a  party.

          5.4  The  Company  is a corporation, duly formed, validly existing and
in  good  standing  under  the  laws  of  Nevada  and  it has the full power and
authority  to  enter  into  this  Amendment  and  to  carry out the transactions
contemplated  to  be  carried  out by the Company hereunder.  The person signing
this  Amendment  on behalf of the Company has full power and authority to do so.
All necessary consents, approvals, resolutions and other actions have been taken
to  duly  authorize  the  execution  and  delivery  of  this  Amendment  and the
performance  by the Company of the covenants and obligations to be performed and
carried  out  by  the  Company  hereunder.

          5.5  There are no attachments, levies, executions, assignments for the
benefit  of  creditors,  receiverships,  conservatorships  or  voluntary  or
involuntary  proceedings  in  bankruptcy or pursuant to any other debt or relief
laws  contemplated  by  the  Company  or any of the officers or directors of the
Company,  as  applicable,  or  to  the best of the Company's knowledge after due
inquiry,  currently pending in any judicial or administrative proceeding against
Company  or  any  one  or  more  of the officers or directors of the Company, as
applicable.

          5.6  The  Company  has  full power and authority to own its properties
and  to  carry  on  its  business  as  now  being  conducted.

          5.7  The  Company  will  make  all  Advances  and Permissible Dividend
payments and will comply with all terms, covenants, conditions and provisions of
this  Amendment.

          5.8  The  Company  will  execute and deliver such additional documents
and  do such other acts as the Shareholders may reasonably require in connection
with  this  Amendment.

          5.9  The  Company  will  execute and deliver to the Shareholders, from
time  to  time as requested by the Shareholders, such other documents as will be
necessary  to  provide  the  rights  and remedies to the Shareholders granted or
provided  for  in  this  Amendment.


                                       11
<PAGE>
          5.10  The  Company will notify Shareholders of the commencement of any
action,  suit  or  proceeding:  (i)  against  the  Company or (ii) involving the
validity  or  enforceability  of  this  Amendment  or  the  other  documents  or
agreements referred to herein within 24 hours following the Company's receipt of
notice  of  any  of  the  foregoing.

          5.11  The  Shareholders  may,  but will not be obligated to, commence,
appear  in,  or  defend  any  action  or  proceeding  purporting  to  affect the
respective  rights  and  obligations  of Company and each Shareholder under this
Amendment.  The  Shareholders  may,  but  will  not  be  obligated  to,  pay all
necessary  expenses,  including reasonable attorney's fees and expenses incurred
in  connection  with  such  proceedings  or actions, which the Company agrees to
repay to the Shareholders upon demand, together with interest from the date such
funds  are  advanced  until  full  repayment  thereof.

          5.13  The  Company will not assign or transfer any interest under this
Amendment,  other  than  to a wholly-owned subsidiary, without the prior written
consent  of the Shareholders, and any such purported assignment will be an Event
of  Company  Default  hereunder  and  will  be  void.

                                    ARTICLE 6
                                    ---------

                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

          6.1  ENTIRE  AGREEMENT.  This  Amendment,  together  with the exhibits
attached  hereto  and  the  Certificates executed pursuant to this Amendment, is
intended by the Parties as a final expression of their agreement with respect to
the matters covered hereby and is intended as a complete and exclusive statement
of  the  terms  and conditions thereof and supersedes all prior representations,
warranties,  agreements,  arrangements,  understandings  and  negotiations  with
respect  to  the  subject  matter  hereof.

          6.2  NOTICES.  All  notices,  demands,  requests,  and  other
communications  required  or  permitted hereunder will be in writing and will be
delivered  by  hand,  telegram,  facsimile  or  deposited with the United States
Postal  Service  postage  prepaid,  registered or certified mail, return receipt
requested,  or  delivered  by courier or personal delivery addressed as follows:

               If  to  Company:

               YP.Net,  Inc.
               4840  East  Jasmine  Street,  Suite  105
               Mesa,  Arizona  85205-3321
               Facsimile:  480-860-0800
               Telephone:  480-654-9646


                                       12
<PAGE>
               with  a  copy  to:

               Daniel  M.  Mahoney,  Esq.
               Rogers  &  Theobald  L.L.P.
               2425  East  Camelback  Road,  Suite  850
               Phoenix,  Arizona  85016
               Facsimile:  602-852-5570
               Telephone:  602-852-5567


               If  to  Shareholders:

               Morris  &  Miller,  Ltd.
               Woods  Centre
               St.  John's,  Antigua,  W.I.

               And:

               Mathew  and  Markson,  Ltd.
               Woods  Centre
               St.  John's,  Antigua,  W.I.

               with  a  copy  to:

               James  J.  Trimble,  Esq.
               Fennemore  Craig
               3003  North  Central  Avenue
               Suite  2600
               Phoenix,  Arizona  85012-2391
               Facsimile:  (602)  916-5305
               Telephone:  (602)  916-5305

All notices sent within the United States shall be deemed delivered two business
days  after  deposit  with  the United States Postal Service, or if delivered by
facsimile,  telegram,  courier  or  by  personal delivery, then notice is deemed
delivered upon the date and time of actual receipt or refusal of delivery by the
representative's agents and employees of the each Shareholder.  All notices sent
outside  of  the  United States shall be deemed delivered 15 business days after
deposit  with  the  United  States Postal Service, or if delivered by facsimile,
telegram,  courier or by personal delivery, then notice is deemed delivered upon
the  date  and  time  of  actual  receipt  or  refusal  of  delivery  by  the
representative's  agents  and  employees of the each Shareholder.  Any party may
designate  a  different address or person to whom such notices should be sent by
giving  notice  thereof  as  provided  herein,  which  change of address will be
effective  upon  receipt.

          6.3  SURVIVAL  OF REPRESENTATIONS AND WARRANTIES.  The representations
and  warranties of each Shareholder contained in this Amendment will survive the
execution  and

                                       13
<PAGE>
delivery  of  this  Amendment,  and  will continue until the obligations of each
Shareholder  on  the  Advances under this Amendment have been satisfied in full.
The  representations  and  warranties of the Company contained in this Amendment
will  survive  the  execution  and delivery of this Amendment, and will continue
until the obligations of the Company under this Amendment have been satisfied in
full.

          6.4  AMENDMENTS; MODIFICATIONS.  No provision of this Amendment may be
amended  or  modified,  except  by  instrument  in writing executed by the party
against  whom  such  amendment  or  modification  is  sought  to  be  enforced.

          6.5  NO  WAIVER  AND  STANDARD  FOR  CONSENTS.

               6.5.1 No waiver by Company of any of Company's rights or remedies
under  this  Amendment  or otherwise will be considered a waiver of any other or
subsequent  right  or remedy of Company; no delay or omission in the exercise or
enforcement  by  Company of any rights or remedies will be construed as a waiver
of  any  other  right  or  remedy  of  Company;  and, to the extent permitted by
applicable  law,  no exercise or enforcement of any such rights or remedies will
be  held  to  exhaust  any  right  or  remedy  of  Company.

               6.5.2  No  waiver  by  a  Shareholder of any of the Shareholder's
rights or remedies under this Amendment or otherwise will be considered a waiver
of  any  other  or  subsequent  right  or remedy of the Shareholder; no delay or
omission  in  the  exercise  or  enforcement  by  a Shareholder of any rights or
remedies  will  be  construed  as  a  waiver of any other right or remedy of the
Shareholder;  and,  to  the  extent  permitted by applicable law, no exercise or
enforcement  of any such rights or remedies will be held to exhaust any right or
remedy  of  a  Shareholder.

               6.5.3  Any  provision  of  this  Amendment  to  the  contrary
notwithstanding,  if  Company's  consent  or  approval  is required or sought by
either  Shareholder,  Company  will  be  entitled  to give or withhold Company's
consent  or  approval  as  Company, in Company's sole discretion, may determine.

               6.5.4  Any  provision  of  this  Amendment  to  the  contrary
notwithstanding, if a Shareholder's consent or approval is required or sought by
the  Company,  the  Shareholder  will  be  entitled  to  give  or  withhold  the
Shareholder's  consent or approval as the Shareholder, in the Shareholder's sole
discretion,  may  determine.

          6.6  CONTROLLING AGREEMENT.  In the event of any conflict between this
Amendment  and  any  other agreement or document, this Amendment will govern and
control.

          6.7  NO  THIRD  PARTY  BENEFICIARY.  This  Amendment  is  for the sole
benefit  of Company and each Shareholder and is not for the benefit of any third
party,  except that the assignee of any Certificate may enforce its rights under
the  Certificate  directly  against  the  Company.


                                       14
<PAGE>
          6.8  NUMBER  AND  GENDER.  Whenever  used  herein, the singular number
will  include  the  plural  and  the singular, and the use of any gender will be
applicable  to  all  genders,  unless  the  context  requires  otherwise.

          6.9  CAPTIONS.  The  captions  and headings used in this Amendment are
for convenience only and do not in any way affect, limit, amplify, or modify the
terms  and  provisions  hereof  or  thereof.

          6.10  GOVERNING  LAW/JURISDICTION/VENUE/WAIVER  OF  JURY  TRIAL.  This
Amendment  and the Advances will be governed by and construed in accordance with
the  laws  of  the  State  of Arizona, without giving effect to conflict of laws
principles.  In  regard  to  any  litigation  that  may  arise in regard to this
Amendment,  the Parties will and do hereby submit to the jurisdiction of and the
Parties hereby agree that the proper venue will be in the United States District
Court for the District of Arizona in Phoenix or in the Superior Court of Arizona
in  Maricopa  County,  Arizona.  To  the  extent  permitted  by law, each of the
Parties  hereby  waives  the  right  to  a  jury  trial.

          6.11 TIME OF THE ESSENCE.  Time is of the essence with respect to each
and  every  term  and  condition  of  this  Amendment.

          6.12  ATTORNEYS'  FEES.  If  any party breaches its representations or
warranties  under  this  Amendment  or  fails  to  fulfill or perform any of its
covenants  or  obligations  in  this  Amendment,  that party will pay all costs,
including  without  limitation,  reasonable  attorneys'  fees and expert witness
fees,  that  may  be  incurred by other parties to enforce the terms, covenants,
conditions and provisions of this Amendment, or that may be incurred as a result
of the default under or breach of this Amendment, whether or not legal action is
commenced.

          6.13 COUNTERPARTS.  This Amendment may be executed in counterparts and
by  facsimile,  each  of  which  will  be  deemed  an original, and all of which
together  will  be  deemed  one  and  the  same  document.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       15
<PAGE>
          IN WITNESS WHEREOF, this Amendment is executed and delivered as of the
Effective  Date  by  the  Parties.

                              YP.NET,  INC.


                              By:/S/ DeVal Johnson
                                 -------------------------
                              DeVal  Johnson
                              Secretary,  Director


                              MORRIS  &  MILLER,  LTD.


                              By:/S/ Ilse Cooper
                                 -------------------------
                                     AMT,  Director


                              MATHEW  AND  MARKSON,  LTD.


                              By:/S/ Ilse Cooper
                                 -------------------------
                                     AMT,  Director




                       [SIGNATURE PAGE TO AMENDMENT NO. 3]


                                       16
<PAGE>
                                                                         EXHIBIT

                             CERTIFICATE OF GUARANTY


                                                                       EXHIBIT B

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
__________ shares of the common stock of YP.NET, INC., a Nevada corporation (the
"Company"),  to  YP.NET,  INC.,  which shares are represented by Certificate No.
_____, standing in the name of the undersigned on the books of the Company.  The
undersigned  hereby  irrevocably  constitutes  and  appoints
_________________________________________ as its attorney to transfer said stock
on  the  books  of  the Company with full power of substitution in the premises.

     Dated:  ___________________

                                        [MORRIS & MILLER/MATHEW AND
                                        MARKSON], LTD., an Antiguan corporation




                                        By: ____________________________________
                                        Its:____________________________________


<PAGE>
                                                                       EXHIBIT C

                       NEVADA REVISED STATUTES SEC.78.288

NRS  78.288  DISTRIBUTIONS  TO  STOCKHOLDERS.
     1.   Except  as  otherwise  provided  in  subsection  2 and the articles of
incorporation,  a  board of directors may authorize and the corporation may make
distributions  to  its  stockholders, including distributions on shares that are
partially  paid.
     2.   No  distribution  may  be  made  if,  after  giving  it  effect:
     (a)  The  corporation would not be able to pay its debts as they become due
in  the  usual  course  of  business;  or
     (b)  Except  as  otherwise  specifically  allowed  by  the  articles  of
incorporation,  the corporation's total assets would be less than the sum of its
total  liabilities plus the amount that would be needed, if the corporation were
to  be dissolved at the time of distribution, to satisfy the preferential rights
upon dissolution of stockholders whose preferential rights are superior to those
receiving  the  distribution.
     3.   The board of directors may base a determination that a distribution is
not  prohibited  pursuant  to  subsection  2  on:
     (a)  Financial  statements  prepared  on  the basis of accounting practices
that  are  reasonable  in  the  circumstances;
     (b)  A  fair  valuation,  including,  but  not  limited  to,  unrealized
appreciation  and  depreciation;  or
     (c)  Any  other  method  that  is  reasonable  in  the  circumstances.
     4.   The  effect  of  a  distribution  pursuant  to  subsection  2  must be
measured:
     (a)  In  the  case  of  a  distribution  by  purchase,  redemption or other
acquisition  of  the  corporation's  shares,  as  of  the  earlier  of:
          (1)  The  date money or other property is transferred or debt incurred
by  the  corporation;  or
          (2)  The  date  upon  which the stockholder ceases to be a stockholder
with  respect  to  the  acquired  shares.
     (b)  In  the case of any other distribution of indebtedness, as of the date
the  indebtedness  is  distributed.
     (c)  In  all  other  cases,  as  of:
          (1)  The  date  the  distribution  is authorized if the payment occurs
within  120  days  after  the  date  of  authorization;  or
          (2)  The  date  the  payment  is  made if it occurs more than 120 days
after  the  date  of  authorization.
     5.  A  corporation's  indebtedness to a stockholder incurred by reason of a
distribution  made  in  accordance  with  this  section  is  at  parity with the
corporation's  indebtedness  to  its  general  unsecured creditors except to the
extent  subordinated  by  agreement.
     6.  Indebtedness  of  a  corporation,  including  indebtedness  issued as a
distribution,  is  not  considered  a  liability  for purposes of determinations
pursuant  to  subsection  2  if  its terms provide that payment of principal and
interest  are  made  only if and to the extent that payment of a distribution to
stockholders could then be made pursuant to this section. If the indebtedness is
issued  as a distribution, each payment of principal or interest must be treated
as  a distribution, the effect of which must be measured on the date the payment
is  actually  made.
      (Added  to  NRS  by  1991,  1187;  A  2001,  1369,  3199)
                                                   ----   ----

     NRS  78.300  LIABILITY  OF  DIRECTORS  FOR  UNLAWFUL  DISTRIBUTIONS.
     1.   The  directors  of  a  corporation  shall  not  make  distributions to
stockholders  except  as  provided  by  this  chapter.
     2.   Except  as  otherwise provided in subsection 3 and NRS 78.138, in case
                                                             ----------
of  any  violation  of the provisions of this section, the directors under whose
administration  the  violation occurred are jointly and severally liable, at any
time  within 3 years after each violation, to the corporation, and, in the event
of its dissolution or insolvency, to its creditors at the time of the violation,
or  any of them, to the lesser of the full amount of the distribution made or of
any  loss  sustained  by  the  corporation  by  reason  of  the  distribution to
stockholders.
     3.   The  liability  imposed  pursuant  to subsection 2 does not apply to a
director who caused his dissent to be entered upon the minutes of the meeting of
the  directors  at  the  time the action was taken or who was not present at the
meeting  and  caused  his  dissent  to  be  entered  on  learning of the action.
     [75:177:1925;  A 1931, 415; 1949, 158; 1943 NCL Sec. 1674]-(NRS A 1987, 83;
1991,  1229;  2001,  3174)
                     ----


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>7
<FILENAME>doc10.txt
<TEXT>
                                                                   Exhibit 10.11


                          EXCLUSIVE LICENSING AGREEMENT

     This EXCLUSIVE LICENSING AGREEMENT ("License") is entered into on this 21st
day  of September, 1998 by and between MATHEW & MARKSON, LTD., ("M&M") and TELCO
BILLING,  INC  ("TBF"),  a  Nevada  corporation.

                                    RECITALS

A.             M&M is the sole and exclusive  owner of the intellectual property
          rights  to  the  name  "YELLOW-PAGE.NET" including the name, the trade
          name,  trademark, and  the URL www.yellow-page.net (hereafter, "Name")
          and  wishes  to establish a royalty agreement to permit utilization of
          the  Name.

A.             TBI has the contacts, connections and contractual arrangements to
          place  information  on  the  internet,  and  seeks  to  utilize  the
          intellectual  property  rights  owned by M&M as its exclusive licensee
          under  the  terms  and  conditions  of this License, granting such sub
          licenses  as  may  be  necessary  to achieve the business goals of the
          parties,  and  agrees  to  the  terms  and  conditions  stated herein.

                                    AGREEMENT

     NOW  THEREFORE,  in  consideration  of  the  mutual  covenants  between the
parties,  the  sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.     GRANT  OF  EXCLUSIVE  LICENSE.
       ------------------------------

     M&M hereby grants an exclusive and worldwide license to TBI to use, market,
and  sublicense  the  Name  both  as  the  means of identifying a product and/or
service  as  well  as  a  means of soliciting business. In such utilization, TBI
discloses, and M&M specifically consents to marketing same by means of sales and
marketing  agreements  to  sub  licensees as TBI may in its sole discretion deem
necessary  for  the  generation  of  royalties.

2.     COMPENSATION.
       -------------

     TBI  agrees to pay M&M the sum of $400,000 on each anniversary date of this
License  for  the  following  twenty  (20)  years.  In the event that TBI should
undergo  a  change  of  control  or ownership in excess of 50% of the issued and
outstanding  common  stock of TBI, all outstanding royalty payments shall become
immediately  due  and  payable.  All payments are net M&M's Antigua or other M&M
appointed  bank account(s). Any and all taxes that may be or become due shall be
solely  paid  by  TBI  and  not  deducted  from  the  amount  due  M&M.

3.     TERM  OF  LICENSE.
       ------------------

     The  term  of  this  License  (the  "Term") shall be for twenty (20) years,
except  that  this


<PAGE>
License  may  be terminated for cause if TBI or any of its agents or independent
contractors  engages  in  any  activities  which  causes  any  civil or criminal
investigation,  allegation  or  action  for  fraud,  misrepresentation,  or  the
violation  of  any  rule,  statute,  or  procedure.

4.     DEFINED  SCOPE  OF  AGREEMENT.
       ------------------------------

     This  License is not for a joint venture, partnership, or any combined work
effort  or  benefit.  This is strictly an agreement for payment of royalties for
generation  of  income,  and  TBI shall not be an employee, agent or independent
contractor  for  or  on  behalf  of  M&M.

5.     WARRANTIES  AND  COVENANTS.
       ---------------------------

     TBI  is  solely  responsible  for  its  means,  methods,  and  mechanisms
(hereafter,  "Techniques") for marketing; as such, TBI assumes all liability for
its  sales  efforts,  techniques,  tools,  marketing  strategies,  scripts  for
solicitations,  and  any  other  means  utilized.  TBI covenants, warranties and
agrees  to  hold  M&M  and  its  successors and assigns harmless, indemnify, and
defend  against  any  complaints  by  any  individual or entity that arises. TBI
assures  M&M that all Techniques shall be reviewed and signed off by a attorney,
thereby  issuing  an  opinion  that  said  Techniques  are  lawful.

6.     INDEMNIFICATION.  HOLD  HARMLESS.  AND  DEFENSE.
       ------------------------------------------------

     TBI  hereby  indemnifies  and  agrees  to  hold  harmless  M&M,  and  its
beneficiaries,  officers,  directors,  shareholders,  employees,  attorneys,
representatives,  agents  and affiliates (each an "Indemnified Person") from and
against  any and all liabilities, obligations, claims, demands, losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind  or  nature  (collectively, the "Claims") which may be imposed on; incurred
by,  or  asserted against, any Indemnified Person arising in connection with the
name  or  marketing  thereof.  In  addition,  TBI  agrees  to defend M&M and its
successors  and  assigns  against  any  such  claims  that  may  arise.  Without
limitation,  the  foregoing  indemnities  shall apply to each Indemnified Person
with  respect to any claims which in whole or in part are caused by or arise out
of  the  negligence of such Indemnified Person, except to the limited extent the
Claims  against an Indemnified Person are proximately caused by such Indemnified
Person's  gross negligence or willful misconduct. If TBI or any third party ever
alleges  such  gross negligence or willful misconduct by any Indemnified Person,
the  indemnification provided for in this Section shall nonetheless be paid upon
demand, subject to later adjustment or reimbursement, until such time as a court
of competent jurisdiction enters a final judgment as to the extent and effect of
the alleged gross negligence or willful misconduct. The indemnification provided
for  in  this  Section  shall  survive the termination of this License and shall
extend  and  continue  to benefit each individual or entity who is or has at any
time  been  an  Indemnified  Person  hereunder.

7.     ASSIGNABILITY.
       --------------

     M&M  may  assign its rights to receive royalties under this License without
consent  of


<PAGE>
TBI.  TBI  agrees  to  place all sublicense's on notice of M&M's rights, royalty
claims,  and  legal requirements. TBI may upon payment of assignment fee, assign
this  License  with  the written consent of M&M, which shall not be unreasonably
withheld. Assignment fee shall be 20% of the gross amount already paid to M&M by
assignor.

8.     COUNTERPARTS  AND  FAX  COPY.
       -----------------------------

     This License may be signed or executed in one or more counterparts, each of
which  shall  be an original, but all of which collectively shall constitute one
entire  agreement.  A  facsimile  (FAX) copy of this License shall have the same
force and effect as the original, and may be signed and faxed to the other party
for  confirmation.  Delivery  of  an executed counterpart of this License by fax
shall  be  equally  effective  as  delivery  of a manually executed counterpart.

9.     MISCELLANEOUS.
       --------------

     A.        The  parties  agree that this License shall be governed under the
          laws  of  the  Antigua  and  Barbuda,  and in the event of any dispute
          arising  hereunder,  jurisdiction  and  venue  shall  be  Antigua, W.I

     A.        In  the  event  of  any  dispute  under this License wherein this
          matter  is brought to court, the prevailing party shall be entitled to
          their  costs and attorney's fees as reasonably incurred by them in the
          enforcement  of  this  License.

     A.        The  provisions of this License shall inure to the benefit of and
          shall be binding upon the respective heirs, personal, representatives,
          successors  and  assigns  of  the  parties.

     A.        The  provisions of this License are severable, and if court finds
          one provision unenforceable, the remaining provisions of the agreement
          shall  remain  in  full  force  and  effect.

10.     NOTICE.
        -------

     All  notices,  requests,  demands,  or  other  communications  required  or
permitted  to  be  given under this License ("Notice") shall be addressed to the
parties  at  the  following  addresses:

     TBI:
               Telco Billing, Inc.
               9420 E. Doubletree, C-102
               Scottsdale, AZ 85258

     M&M:
               Mathew and Markson, LTD.
               Woods Centre, Friars Hill Road, #1407


<PAGE>
               St. John's, Antigua, W.L

FAX  numbers  arid  e-mail  addresses  may  be  provided  as  a  means  of rapid
communication,  and  the  parties  are encouraged to utilize the entire realm of
communications  available  as  technology  advances. However, for the purpose of
legal  notice  under  this  document.  Notice  shall  be  sent  by  Certified or
Registered  Mail,  Return Receipt Requested, or by commercial messenger service,
or by physical placement of item in the parties mail box and/or on their desk or
chair,  all .fees paid by send. Notice shall be deemed complete once the item is
delivered  or  out  of the senders immediate control. The parties shall have the
right  to  change  its address for notice hereunder to any other location within
the  continental  United States by Notice to the other party of such new address
at  least  thirty  (30)  days  before  the  effective  date of such new address.

11.     ENTIRE  AGREEMENT.
        ------------------

     This  License  constitutes  the  entire  agreement  between  the  parties
pertaining  to  the  subject  matter  contained  in  this License. All prior and
contemporaneous  agreements,  representations,  and  understandings,  written or
oral, are superseded by and merged in this License. No modification or amendment
of this License shall be binding unless in writing and executed by both parties.

     IN  WITNESS  WHEREOF,  the  parties  have  signed on the date first-written
above.

TELCO BILLING, INC.


/s/ Joseph Carlson  9-21-98
- -----------------------------
By: Joseph Carlson, President




Mathew and Markson. LTD.


/s/ William W. Cooper 9-21-98
- -----------------------------
By: William W. Cooper


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>8
<FILENAME>doc11.txt
<TEXT>
                                                                   Exhibit 10.29


                                    INTER-TEL
                                  LEASING, INC.

                               Total Lease Program
                                 Lease Agreement

================================================================================
          LEASE NUMBER                             INTER-TEL ACCOUNT NO.
            118440
- --------------------------------------  ----------------------------------------

                        RENT COMMENCEMENT DATE: 05/01/02
                                                --------

                              SCHEDULE OF PAYMENTS

        36    MONTHLY PAYMENTS OF $3,040.58
        -----                      -------------------------------------------
                                   (applicable taxes to be billed)

EXCEPT AS OTHERWISE INDICATED BELOW:

[_]  QUARTERLY

[_]  OTHER ___________________________________________________________________

           _____ PAYMENTS OF $ _______________________________________________
                                       (applicable taxes to be billed)

PAYABLE AT SIGNING OF THE LEASE (check one)

[_]  SECURITY DEPOSIT PER PARAGRAPH 5 $ ______________________________________
[_]  FIRST _____ TOTAL PAYMENT $ _____________________________________________
[_]  OTHER ___________________________________________________________________
================================================================================
BRANCH OFFICE ADDRESS:
     4909 E. McDowell Rd. Ste 106
- --------------------------------------------------------------------------------
CITY                                            COUNTY
     Phoenix                                    Maricopa
- --------------------------------------------------------------------------------
STATE                                           ZIP
     Arizona                                    85008
- --------------------------------------------------------------------------------
LOCATION OF EQUIPMENT IF OTHER THAN BELOW:

- --------------------------------------------------------------------------------
CITY                                            COUNTY

- --------------------------------------------------------------------------------
STATE                                           ZIP

- --------------------------------------------------------------------------------
EQUIPMENT DESCRIPTION:
                          STATED ON ATTACHED SCHEDULE 1
================================================================================
Dear Lessee: We have written this lease in plain language because we want you to
fully  understand  its terms.  Please read your copy of this lease carefully and
feel  free to ask us any questions you may have about it.  We use the worlds you
                                                                             ---
and  your to mean the lessee indicated below.  The words we, us and our refer to
     ----                                                --  --     ---
the  lessor indicated below.  The words the Branch refer to the branch office of
                                        --- ------
Inter-Tel  Communications,  Inc.  or  Inter-Tel  DataCom,  Inc.  or  InterTel
Technologies,  Inc.  with  which  you  have entered into a separate agreement to
install  and maintain the equipment you are leasing.  The words branch agreement
                                                                ------ ---------
refer  to  the  agreement  between  you  and  the  Branch  for the installation,
maintenance  and  warranty  of  the  equipment.

     1.   LEASE  AGREEMENT:  You agree to lease from us and we agree to lease to
you  the  equipment  listed  above,  which  you  agree will be used for business
purposes  only.  You  promise  to  pay  us the sum of all of the rental payments
indicated  on the schedule above and/or attached, which sun can be calculated by
multiplying  the  number  of  payments times the payment amount indicated on the
schedule(s).  You  may  request,  from  time  to time, that additional equipment
added  will become a part of this agreement and also agree to pay the additional
rental  payments  due.

     2.   ORDERING  EQUIPMENT:  You  request  that  we  arrange  delivery of the
equipment  to  you  by  the  Branch.  If  the  equipment has not been delivered,
installed,  and  accepted  by you within forty-five (45) days from the date that
we  ordered  the  equipment,  we  may  on  ten  (10)  days written notice to you
terminate  the  lease  and  our  obligations  to you.  In the event that we have
issued  a  purchase  contract  or  order  for  the equipment, you agree that the
purchase  order  or  contract  is acceptable to you.  If you have entered into a
purchase  contract  for  the  equipment, you agree to assign it to us, effective
when  we  pay  for  the  equipment.

     3.   NO  WARRANTIES:  WE  ARE LEASING THE EQUIPMENT TO US "AS IS".  WE MAKE
NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  WARRANTIES  OF  FITNESS FOR A
PARTICULAR PURPOSE OR ORDINARY USE IN CONNECTION WITH THIS LEASE.  If the branch
or  anyone else has made a representation or warranty to you as to the equipment
or  any  other  matter, you agree that any such representation or warranty shall
not be binding on us, nor shall the breach of such relieve you of, or in any way
affect, any of your obligations to us under this lease.  If the equipment is not
satisfactory  for  any reason, you shall make your claim only against the Branch
and you shall nevertheless pay us all rent payable under this lease.  So long as
you  are not in default under any of the terms of this lease, we transfer to you
any  warranties  made  to  us  by  the  Branch,  manufacturer  or supplier.  You
understand  and agree that only an authorized officer of Inter-Tel Leasing, Inc.
is  authorized  to  waive  or  change any term or condition of this lease and no
change  is  valid  until  and unless it is reduced to writing and signed by both
parties.  YOU  AGREE  THAT,  REGARDLESS  OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM
WHATSOEVER  AGAINST  US  FOR  LOSS  OF PROFITS YOU EXPECTED TO MAKE OR ANY OTHER
DIRECT,  SPECIAL  OR  INDIRECT  DAMAGES.  You  acknowledge  that we shall not be
responsible  for any service, repairs, or maintenance or service provided by the
Branch.  We  are  not  a  party  to the Branch Agreement or any other agreements
between  you  and  the  Branch,  and  even  if  you have a dispute regarding any
maintenance  or  service provided by the Branch, you will continue to pay us all
payments  due under this lease and all schedules to this lease.  We agree to use
our best efforts, on your behalf, to cause the Branch to perform its obligations
under  the  Branch  Agreement.

     4.   NON-CANCELLABLE  LEASE:  Except  as  provided by the upgrade provision
contained  in  the  Branch  Agreement,  this  lease  cannot  be  cancelled.

  SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS
                                      LEASE
================================================================================
ACCEPTED:  INTER-TEL LEASING, INC. LESSOR
     1140  WEST  LOOP  NORTH,  HOUSTON,  TEXAS  77055-7218

BY:  /s/ Susan Otto, VP                                        DATE:  5-17-02
     ---------------------------------------------------------       ---------
- --------------------------------------------------------------------------------
DELIVERY  AND  ACCEPTANCE  OF  EQUIPMENT

I  HEREBY CERTIFY ON BEHALF OF THE LESSEE THAT ALL OF THE EQUIPMENT TO BE LEASED
HAS BEEN DELIVERED AND INSTALLED.  THE INSTALLATION AND ALL OTHER WORK NECESSARY
FOR THE EQUIPMENT'S USE HAS BEEN SATISFACTORILY COMPLETED.  THE DELIVERY DATE IS
THE  DATE  THIS  ACCEPTANCE  IS  SIGNED.

Signature  X  /s/  Carl Puerschner                              Date:  4-19-02
              ------------------------------------------------       ---------
Print Name:  Carl Puerschner                                    Time: DOT.
             -------------------------------------------------       ---------
================================================================================
LESSEE (FULL LEGAL NAME)
YP. NET, INC
- ------------------------------------------------------------------------------
4840 E. Jasmine St. Suite 105  Attn: Acctng
- ------------------------------------------------------------------------------
BILLING  ADDRESS

Mesa                         Maricopa          AZ                      85205
- ------------------------------------------------------------------------------
CITY                         COUNTY          STATE                      ZIP

PHONE  NO.  (480) 860-0011                                     DATED  02/12/02
                  -------------------------------------------       ----------

- --------------------------------------------------------------------------------
(THE  UNDERSIGNED  CERTIFIES  THAT  THE  EQUIPMENT  SHALL  BE  USED FOR BUSINESS
PURPOSES  AND  AGREES  THAT NO MODIFACTION TO THE LEASE WILL BE EFFECTIVE UNLESS
MADE  IN  WRITING  AND  SIGNED  BY  BOTH  PARTIES.

BY  X /s/ Pamela Thompson
     -------------------------------------------------------------------------
Print Name  Pamela Thompson, CFO, Sec CFO
          --------------------------------------------------------------------
================================================================================
                                PERSONAL GUARANTY

     I  guarantee  that  the lessee will make all payments and pay all the other
charges  required  under this lease when they are due and will perform all other
obligations under this lease fully and promptly.  I also agree that you may make
other  arrangements  with  the  lessee and I will still be responsible for those
payments  and  other  obligations.  You  do  not have to notify me if the lessee
fails  to  meet all of the obligations under the lease.  If lessee fails to meet
all  of  its  obligations, I will immediately pay in accordance with the default
provisions  of  the lease all sums due under the original terms of the lease and
will  perform all other obligations of lessee under the lease.  I will reimburse
you  for  all the expenses you incur in enforcing any of your rights against the
lessee  or  me,  including  attorney  fees.  If this a corporate guaranty, it is
authorized  by  the Board of Directors of the guaranteeing corporation.  If this
is  a  partnership  guaranty,  it is authorized under the partnership agreement.
THIS  GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.  I AGREE AND
CONSENT  THAT  THE  COURT  OF  THE  STATE OF TEXAS, HARRIS COUNTY OR ANY FEDERAL
DISTRICT  COURT  HAVING  JURISDICTION IN THAT COUNTY SHALL HAVE JURISDICTION AND
SHALL  BE  PROPER  LOCATION FOR THE DETERMINATION OF DISPUTES ARISING UNDER THIS
LEASE.  I  agree  and  consent  that you may serve me by registered or certified
mail, which will be sufficient to obtain jurisdiction.  I waive trial by jury in
any  action  between  us.

X
- --------------------------------------------------------------------------------
PERSONAL GUARANTOR SIGNATURE     PRINT NAME     SOCIAL SECURITY NUMBER    DATED

X
- --------------------------------------------------------------------------------
PERSONAL GUARANTOR SIGNATURE     PRINT NAME     SOCIAL SECURITY NUMBER    DATED
================================================================================


<PAGE>
                                                                       INTER-CEL
                                                               TECHOLOGIES, INC.

                                   SCHEDULE 1
                  EQUIPMENT ITEMIZATION and SYSTEM FEATURES FOR
                                     YP.net
                                     ------

PBX EQUIPMENT CABINET SYSTEM
     1    AXXESS 256 NT-CPU Desktop PBX
     1    AXXESS Expansion Cabinet
     1    Voice Mail 8 Ports - NT Platform (150 Hours Storage)
     1    OPC  Card
     1    DSP  PAL

TERMINALS:
     10   Executive Digital Telephone with 6 lines x 16 character Display
     10   Standard Digital Telephone with 2 lines x 16 character Display
     40   Basic Digital Keysets
     2    Busy Lamp Field/DSS
     2    PCDPM (for DSS/BLF)
     3    INT2000 Cordless Phones

STATION CARDS:
     4    DKSC- 16 Port Digital Station Card (equipped for 64 digital phones)
     1    SLC- 16 Ports, AC Ring (for Oaisys application)
     1    Power Supply for SLC-16

TRUNK/LINE CARDS:
     3    AXXESS T1/PRI Card with CSU, 2 DTMP Senders & Cable
     2    AXXESS T1 Card with CSU, 2 DTMF Senders and Cable
     1    AXXESS 4 Port Loop Start CO Card
     1    AXXESS 4 Port Daughter CO Card

SOFTWARE:
     1    AXXESS 5.3 100-Unit Standalone Software Key

TASKE ACD CAL REPORTING:
     1    TASKE Mitel to Inter-Tel Path**
     1    Additional Supervisor Client


<PAGE>
                                                                       INTER-CEL
                                                               TECHOLOGIES, INC.

SCREEN  POP  APPLICATIONS  (OASYS):
     1    OAISYS Net  Server Software
     25   NetPhone
     1    Auto Call Record
     1    Call-Router, System Level
     1    Database Assistant
     12   Voice Assistant Software
     3    4 Port Analog Voice Card
     1    OAISYS 2000 Server (Base server - all options extra)

OTHER:
     1    Music-On-Hold Hook-up
     1    Desktop OAIC Developers Toolkit
     1    Reader Board for ACD 2 lines x 54  characters
     1    150 foot/50 pair feeder cable
     1    Prewire for reader board
     Lot  Installation & Training
     1    Yr Parts & Labor Warranty


TOTAL SYSTEM PRICE:   $109,890.55

TOTAL SALE PRICE:     $ 83,500.00**


*  Price  include  Qwest  Local  Service  w/2  Free  Rental  T1  cards
**  Upgrading  existing  Mitel  TASKE  to  Inter-Tel  version


Inter-Tel  Technologies,  Inc               YP.net

/s/  Suzette  Chezman                       /s/  Angelo  Tullo
- -----------------------------               -----------------------------
Signature                                   Signature

2/4/02                                      2/4/02
- -----------------------------               -----------------------------
Date                                        Date


<PAGE>
                                   SCHEDULE II
                             To Branch Agreement for
               Installation, maintenance and warranty of equipment

                               AXXESS (36 MONTHS)
This  Schedule 2 more particularly identifies the Customer's options relating to
Add-On  Equipment  Rates, Renewal Options, Upgrade Capability, and Transfer Cost
for  System  Relocation  once  signed  by  the  Customer  becomes  a part of the
Agreement  between  YP.net  Inc  and  the  branch.
                    -----------

     1.   Add-On  Equipment  Rates

          A.   The  following  listed  equipment can be added at any time during
               the  term  of the Agreement at the following rates and as long as
               such  additions  are  within  the  system's  capabilities.

<TABLE>
<CAPTION>
               EQUIPMENT                             DESCRIPTION                         MONTHLY RATES
               ---------                             -----------                         -------------
<S>                                                  <C>                                 <C>

               550.2200                              DKSC - 8                                27.40
               550.2250                              DKSC -16                                57.51
               550.2300                              LSC                                     26.98
               550.2301                              LSC Daughter Card                       21.52
               550.3018                              Inter-Tel PCDPM Card                    14,44
               550.3015                              Axxess MDPM Card                        15.85
               550.4400                              Std. Digital Green/Red LED              26.93
               550.4500                              Executive Digital Gr/Red LED            33.66
               550.4200                              DBS                                     28.66
               520.4300                              Basic Digital Green/Red LED             22.00
               550.2208                              Analog Keyset Card                      60.62
               550.2101                              Single-Line Cart (SLC8)                 60.62
               550.2116                              Single-Line Card (SLC16)               104.67
               550.2309                              LGC Card                                42.52
               550.2310                              LGC Daughter Card                       35.03
               770.4500                              IP Phone                                44.21
               770.2260                              IPC Card                                90.12
               550.2220                              ISDN Basic Rate Station Interface       83.35
               550.2230                              ISDN Basic Rate U Interface Card       126.84
               550.2740                              ISDN T-1/ E-1 PRI                      122 01
               827.8877                              ISDN PRI PAL                            59.19

                                                     CPU MIGRATION PRICING FOR CPU
                                                     -----------------------------
                                                     EXPANSIONS
                                                     ----------
               550.2015                              64 to 128 CPU**                         75.59
               650.9037                              123 to 256 CPU**                       133 81
               BOTH PARTS BELOW REQUIRED             256 to 512"-includes both parts        236.92
               >>550.2026                            >>PCM-F Card for 256 to 512
               >>550.9036                            >>CPU Slave
               **Hardware only: Software, memory
               or new Pal (if needed) not included.
                                                     SOFTWARE UPGRADE
                                                     ----------------
                                                     Fixed Software Upgrade                  15.00
</TABLE>


          B.   There  will  be  no  additional  charges  for installation if the
               equipment  is  added to the present office location. Any detached
               locations  will  be  priced  with  additional  labor and material
               charges  in  effect  at  the  time  of  such  installation.
          C.   The  Customer  agrees that Add-On Equipment orders are subject to
               credit  approval,  and  the Customer cannot be in default of this
               Agreement  or  the  Lease  Agreement.


<PAGE>
     II.  Renewal  Options

          A.   The  Customer  has  the  option  to  renew  this Agreement for an
               additional  term of three (3) years which period of time shall be
               defined  as  the  Renewal  Option  Term.
          B.   The  monthly  rental  price  for the Renewal Option Term shall be
               equal  to fifty percent (50%) of the rental rate in effect at the
               time  of  the  renewal  including  supplements.
          C.   The  Maintenance  and  Warranty  provisions  contained  in  this
               Agreement  shall  continue  in  full  force and effect during the
               Renewal  Option  Term.
          D.   The Add-On Equipment Rates as specified in Article I hereof shall
               be  applicable  for  the  duration  of  the  Renewal Option Term.


     III.  Upgrade  Capability

          The  Customer  is hereby granted the option to upgrade its system with
          Inter-Tel  with  no  financial  penalties  or  cancellation  charges.
          Inter-Tel  guarantees  that the upgraded system rates will be the same
          as  offered  to  other  customers  with  the  same system. In order to
          qualify,  the  Customer  hereby  agrees  to  the following provisions:

          A.   At  least  twenty-four  (24) payments shall have been received by
               Inter-Tel  on  this  Agreement.
          B.   The  central  operating unit and substantially all of the station
               equipment  of the current system must be replaced and/or upgraded
               with  either  (1)  a  larger  capacity  unit, or (2) and equal or
               larger  capacity  unit  relative  to a newer technology providing
               additional features and capabilities. In either event, the number
               of  installed  telephones or phone lines must be equal or greater
               than  the  current  system.
          C.   The  Customer  cannot  be  in  default on this Agreement, and the
               upgrade  is  subject  to  credit  approval.


     IV.  Transfer  Cost  for  System  Relocation

          The Customer is hereby granted the right to have Inter-Tel perform the
          labor  of  relocating the system at a thirty percent (30%) discount of
          the  standard  published  rate  of  Inter-Tel in effect at the time of
          relocation  of  the  system.




     /s/  Pamela  Thompson
     --------------------------------------------
     Signature by Customer for Identification
     Pamela Thompson CFO


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>9
<FILENAME>doc12.txt
<TEXT>
                                                                   EXHIBIT 10.30


              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  4840  East  Jasmine  Street,  STE  105,  Mesa,  AZ  85205
("YP.NET"), and ClientCare Inc., a Arizona corporation with a principal place of
business  located  at  3546 E, Caballero Street Mesa, Arizona 65213 ("CLIENTCARE
INC"),  is  effective  as  of  _2-20_,  2002  (the  "EFFECTIVE  DATE").

                                    RECITALS

     WHEREAS,  YP.Net  owns and operates an Internet-based Web Site creation and
hosting  service  currently  known  as "Ypsites.net," with a Home Page currently
located  at  http://www.ypsites.net,  which  develops and hosts personalized web
sites  for  small  business  owners  ("YP.Net's  Web  Site").

     WHEREAS,  ClientCare  Inc  owns  and operates a Web Site currently known as
"ClientCare  Inc."  with a Home Page currently located at http://www.ezwsite.com
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  YP.Net  develop, host, and maintain a
private  label  service  to  allow ClientCare Inc to resell YP.Net'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 YP.Net and ClientCare Inc through the YP.Net 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,  ClientCare Inc 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
farm  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.

     "CLIENTCARE INC BRAND FEATURES" means any trademarks, service marks, logos,
trade  names  or  other  identifying  names  or  marks, which are proprietary to
ClientCare  Inc  end  which  are  used to identify its business, products and/or
services.


                                        1
<PAGE>
     "CLIENTCARE INC. MATERIALS" means any Information and materials provided by
ClientCare  Enc  to  YP.NET under  this  Agreement

     "CLIENTCARE  INC  PRIVATE  LABEL  SERVICE"  means  a  Private Label Service
offered  by  ClientCare Inc to SBOs and to ClientCare Inc Tier 2 Associates (for
resale  to  their  SBOs), which allows SBOs to create and maintain their own web
sites.

     "CLIENTCARE INC SBO" means a small business owner or other end user to whom
ClientCare  Inc  sells the ClientCare Inc Private Label Service pursuant to this
Agreement.

     "CLIENTCARE  INC  TIER  2  ASSOCIATE"  means  a  Tier  2  Associate to whom
ClientCare  Inc sells Private Label Services for resale to the Associate's SBOs.

     "GROSS  REVENUES" means the fees or other sums collected by YP.Net from the
sale  of  ClientCare  Inc  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 YP.Net from the sale of
ClientCare Inc Private Label Services pursuant to this Agreement

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

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

     "PRIVATE  LABEL  SERVICE" means the web services offered by any Partners to
SBOs  through  the  YP.Net  Network, which allow the SBOs to create and maintain
their own web sites and which consist of (i) YP.Net Basic Services.

     "SBOS" means those small business owners or other end users of any Private
Label Service.

     "Services" means the YP.Net Basic Services.

     "SPECIFICATIONS"  means  the  content  and technical specifications for the
ClientCare  Inc  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 YP.Net has
granted  the right to offer a Private Label Service directly to SBOs and to Tier
2 Associates. ClientCare Inc 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  YP.Net  at  the  time of processing of any order placed through the
YP.Net  Network.

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


                                        2
<PAGE>
     "USER  INFORMATION"  means  both  Aggregate  Information  and  Personal
Information  pertaining lean 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 SBO 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.

     "YP.NET BASIC SERVICES" means the web site development and hosting services
as  changed from time to time and offered on the YP.Net Web Site, which includes
all  services  listed  in  Exhibit  B.

     "YP.NET  CONTENT" means any articles or other editorial content provided by
YP.Net under this Agreement and taken from the YP.Net Network.

     "YP.NET NETWORK" means YP. Net's Web Site, private label Web Sites, and any
other  Web  Sites  that  provide  Services  to  SBOs.

     "YP.NET  SERVICES" means those services offered by YP.Net and consisting of
the  YP.Net  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.   CLIENTCARE INC PRIVATE LABEL SERVICE.

     2.1  DEVELOPMENT  AND  MAINTENANCE. YP.Net will develop, operate, maintain,
and  host  the  ClientCare  Inc  Private  Label  Service in accordance with this
Section  2 and the Specifications, The ClientCare Inc Private Label Service will
provide  ClientCare  he's  Tier  2  Associates and SBOs access to (i) the YP.Net
Basic  Services.

     2.2 LAUNCH. The parties will cooperate in good faith to make the ClientCare
Inc  Private  Label  Service  available  to ClientCare Inc SBOs according to the
schedule  as  set  forth  in  the  Specifications  (the  "Launch  Date").

     2.3  YP.NET  BRANDING.  The  ClientCare  Inc  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  YP.Net  to  ClientCare  Inc, and written approval by ClientCare Inc.

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

     2.5  CLIENTCARE INC BRAND FEATURES. ClientCare Inc will provide YP.Net with
such  ClientCare  Inc Brand Features as it determines in its sole discretion and
any navigational elements associated with each, as necessary to permit YP.Net to
create  the  ClientCare  Inc  Private  Label  Service  and  to  comply  with its
obligations  under  this  Agreement. ClientCare Inc will provide YP.Net with the


                                        3
<PAGE>
ClientCare Inc Brand Features in an electronic format as reasonable requested by
YP.Net  YP.Net  will provide the content necessary to integrate the YP.Net Basic
Services  into  the  ClientCare  Inc  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 ClientCare Inc 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 CLIENTCARE INC PRIVATE LABEL SERVICE. As between
YP.Net  and  ClientCare  Inc, and except as expressly provided otherwise in this
Agreement  or  in  any  related support services agreement, YP.Net will develop,
operate,  maintain  and  host  the  ClientCare Inc Private Label Service and all
content contained therein, excluding user registration as provided under Section
2.7. The ClientCare Inc Private Label Service will be maintained and operated by
YP.Net  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 YP.Net Web
Site. ClientCare Inc may modify these terms at their sole discretion.

     2.7  USER  REGISTRATION.  During  the Term commencing with the Launch Date,
ClientCare  Inc  will be responsible for registering users of the ClientCare Inc
Private  Label  Service  on ClientCare Inc's Web Site. Such registration process
will require users to consent to the Membership Terms of Service, and ClientCare
Inc  will  ensure  that any user who does not consent to the Membership Terms of
Service  may  not  create  a  personalized  web  site through the ClientCare Inc
Private  Label  Service. In addition, ClientCare Inc will make efforts to ensure
that  the  registration  process  for  the  ClientCare Inc 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.  YP.Net will support ClientCare Inc, as set forth in
Exhibit  E.

     2.9  USER  INFORMATION.  YP.Net and ClientCare Inc will jointly own any and
all  User  Information  collected  by  either  party  from  ClientCare  Inc SBOs
("CLIENTCARE  INC  PRIVATE  LABEL  SERVICE  USER  INFORMATION").  ClientCare Inc
Private  Label Service User Information will be collected, disclosed, or used by
the  parties  only  in accordance with the privacy policy for the ClientCare Inc
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, YP.Net will provide ClientCare Inc Private Label
Service  User  Information  to  ClientCare  Inc on a monthly basis via an online
reporting  service.  ClientCare  Inc  may  modify  this  policy  at  their  sole
discretion.

3.   YP.NET NETWORK OFFERINGS.

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

     3.2  TIER  2  ASSOCIATES SIGN-UP. ClientCare Inc may sell the Private Label
Services  to  Tier  2 Associates. Tier-2 Associates may sell to its own SBOs the
YP.Net Basic Services. The Private Label Service that ClientCare Inc 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 YP.Net at a URL owned by such Tier 2
Associate.  ClientCare  Inc  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.

4.   MARKETING. During the Term, ClientCare Inc will use commercially reasonable
efforts  to  promote  and  market  the  ClientCare  Inc  Private  Label Service.
Throughout  the  Term,  the  parties will use commercially reasonable efforts to
meet  periodically  and  create collaborative business development strategies to
market  and  promote  the ClientCare Inc Private Label Service and the Services.
Those marketing efforts that have bean identified and agreed upon by the parties
are  set  forth  in  Exhibit  E.


                                        4
<PAGE>
5.   BILLING, COLLECTIONS, PAYMENTS AND ACCOUNTING

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

          5.1.1  YP.NET  BASIC SERVICES FORMULA. In connection with YP.Net Basic
Services  created  each  month  during  the Term by ClientCare Inc or ClientCare
Inc's  Tier  2  Associates,  ClientCare  Inc will be obligated to pay YP.Net the
Monthly  Service  Fee  (as  set  forth  in  Exhibit F) per ClientCare Inc SBO or
ClientCare  Inc  Tier  2  Associate  SBO,  who  are  registered to receive those
Services  each  month.

          5.1.2  PAYMENT.  In  the  event YP.Net does not collect sufficient Net
Revenues,  Transaction  Fees,  or  applicable taxes from ClientCare Inc SBOs and
ClientCare  Inc  Tier  2 Associate SBOs, to cover the amounts owed by ClientCare
Inc  to  YP.Net  as  calculated  in  this Section 5.1, then  YP.Net will invoice
ClientCare  Inc for the difference. ClientCare Inc will pay YP.Net 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.  YP.Net  owes  money  to  ClientCare  Inc  irrespective  to the
provisions  of  5.3.  ClientCare  Inc can invoice YP.Net for that money & YP.Net
must  pay  within  30  days  from  date of said invoice in like manner & kind to
YP.Net's  rights  under  this  clause

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

     5.3  REMITTANCE.  YP.Net will retain an amount equal to the payment owed by
ClientCare  Inc  to  YP.Net  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
ClientCare  Inc  ClientCare Inc'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 ClientCare Inc
owes  YP.Net  any amount based upon a reconciliation of a prior month's billing,
then YP.Net may retain an additional amount equal to the underpayment. Likewise,
if  after  a reconciliation YP.Net owes ClientCare Inc, YP.Net 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,  YP.Net  will  furnish ClientCare Inc with a statement itemizing the total
amount  of  Gross  and  Net  Revenues collected that month from all services for
which  ClientCare  Inc  is  entitled  to  a share of the resulting Net Revenues.
ClientCare  Inc  will  be  solely  responsible for remitting any amounts due and
owing to ClientCare Inc's Tier 2 Associates as agreed between ClientCare Inc 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 ClientCare Inc Private Label
Service,  then  YP.Net may recoup any Net Revenues and applicable taxes remitted
to ClientCare Inc 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 prepaid
for  1 year of service and requests a refund after six months), then YP.Net will
provide  a  pro-rated  refund and YP.Net may recoup that portion of Net Revenues
remitted  to  ClientCare  Inc 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 YP.Net agrees that it failed to provide such Services, then YP.Net
will  refund  SBO's


                                        5
<PAGE>
payment  and  YP.Net  may  recoup  that  portion  of  Net  Revenues  remitted to
ClientCare  Inc  for  those Services.  In the event an SBO requests a refund for
Services  that were provided, then YP.Net may, in its discretion, decide whether
to  provide  a  refund to that SBO and if YP.Net decides to provide such refund,
then  YP.Net  may recoup that portion of Net Revenues remitted to ClientCare Inc
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 8.5, ClientCare Inc
hereby  grants  YP.Net  a  worldwide, nonexclusive, royalty-free, fully paid-up,
and.  subject  to  Section  13.3,  nontransferable  license  to  use, reproduce,
digitize,  distribute,  transmit,  and publicly display ClientCare Inc Materials
and  ClientCare Inc Brand Features, as necessary for the development, operation,
maintenance,  and  support  of  the  ClientCare  Inc  Private  Label Service and
ClientCare  Inc upon review and prior written approval of use by ClientCare Inc.

     6.2  During the Term and thereafter pursuant to Section 8.5, ClientCare Inc
hereby grants YP.Net 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 sublicense ClientCare Inc Materials over the
YP.Net  Network,  including without limitation, on YP.Net's Web Site and all SBO
Web  Sites,  Partner  Private Label Web Sites, and their SBO Web Sites, provided
that  ClientCare  Inc  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 ClientCare Inc
by  this  Agreement  or  by a separate license agreement as between the parties,
YP.Net  will retain all right, title, and interest in the ClientCare Inc Private
Label Service, the YP.Net Network, YP.Net Basic Services, and all data, content,
technologies and other property furnished by YP.Net to ClientCare Inc hereunder.
Notwithstanding  the  foregoing,  the  parties  agree  that  except as expressly
licensed to YP.Net in this Agreement or a separate license agreement, ClientCare
Inc  will  retain all right, title, and interest in the ClientCare Inc Web Site,
ClientCare Inc Materials, ClientCare Inc Brand Features, ClientCare Inc Services
and  the ClientCare Inc Private Label Service domain name and all data, content,
technologies and other property furnished by ClientCare Inc to YP.Net 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, 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.


                                        6
<PAGE>
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 (2) years from the Effective
Date subject to automatic, successive renewal terms of one (1) year each, unless
either  YP.Net  or  ClientCare  Inc  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").  If  YP.Net
agreement  with  Vista is  terminated,  then  this  agreement is also terminated
without penalty.

     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 all 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  YP.Net  Network;  and (E) YP.Net will remove all ClientCare Inc
Materials,  including  ClientCare  Inc Editorial Content from the YP.Net Website
and  YP.Net Network, except that YP.Net is not required to remove ClientCare Inc
Materials  from  any  SBO's  Website  out  of control of YP.Net. 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 YP.NET DEFAULT. Upon termination of this Agreement by ClientCare
Inc  pursuant  to  Section  8.2  or 8.3, YP.Net will use commercially reasonable
efforts  to  assist  ClientCare Inc in transitioning the ClientCare Inc SBOs off
the  YP.Net  Network  to  a third-party web-hosting site or ClientCare Inc's own
site  as  designated  by  ClientCare  Inc.  For  the  purpose  of  this  section
Commercially Reasonable Efforts shall mean "documentation relating to ClientCare
Inc  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 ClientCare Inc in the form of a
data  snapshot  on  CD-ROM. An Oracle export file will be provided on CD-ROM for
each  database.  The  Oracle  export  file  contains the database schema and all
database  date  related  to ClientCare Inc SBO Websites". If YP.Net Services are
still maintained on the YP.Net Network, then ClientCare Inc's obligation to pay,
and  YP.Net's  obligation  to  provide  the services and billing and collection,
shall  continue  as  necessary  for  such  transition.

          8.5.2  CLIENTCARE  INC  DEFAULT. Upon termination of this Agreement by
Vista  or  YP.Net  pursuant  to  Section  8.2  or  8.3,  ClientCare Inc will use
commercially reasonable efforts to assist YP.Net in transitioning the ClientCare
Inc  SBOs  from  the URL designated for the ClientCare Inc Private Label Service
pursuant  to Section 2.4 to a URL maintained by YP.Net. Specifically, ClientCare
Inc  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 YP.Net and
ClientCare  Inc.

          8.5.3  EXPIRATION. Upon expiration pursuant to Section 8.1, ClientCare
Inc  and  ClientCare  Inc's Tier 2 Associates will no longer be entitled to sell
Services  to  SBOs,  YP.Net  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 ClientCare Inc 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, 2.6, 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 YP.NET

          9.1.1 YP.Net shall  indemnify, hold harmless and, at its sole expense,
defend  ClientCare  Inc  and  any  of ClientCare Inc'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.  law  by  YP.Net;

               (ii) Any  YP.Net  Content or YP.Net Brand Features, regardless of
                    where  located;  or

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

          9.1.2 YP.Net's obligations under Section 9.1.1 shall be contingent on
ClientCare Inc:

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


                                        8
<PAGE>
                    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 9.1.2{iii) above, ClientCare Inc shall have the right to
approve  the settlement of any Third-Party Claim, which involves an admission or
commitment by or on behalf of ClientCare Inc, other than the payment of money to
be  fully  indemnified  hereunder  by  YP.Net.  Such  approval  shall  not  be
unreasonably  withheld  or  delayed.

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

     9.2  By ClientCare Inc

          9.2.1  ClientCare Inc 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 (as defined in Section 9.1.1 above), arising out of, or
in  any  way  related  to:

               (i)  Any actual or alleged breach of this Agreement by ClientCare
                    Inc;

               (ii) Any  ClientCare  Inc  Materials  or  ClientCare  Inc  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 YP.Net
                    policy  by  ClientCare  Inc,  by  any  ClientCare Inc Tier 2
                    Associate,  or  by  the  SBOs  of  either  said  party.

          9.2.2 ClientCare  Inc's  obligations  under  Section  9.2.1  shall  be
contingent on YP.Net:

               (i)  Providing  ClientCare  Inc  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, ClientCare Inc upon request and at ClientCare
                    Inc's  expense;  and

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

Notwithstanding Section 9.2.2(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  ClientCare  Inc.  Such  approval shall not be
unreasonably  withheld  or  delayed.

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


                                        9
<PAGE>
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 ClientCare
Inc  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  B 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 1NJUNCTIVE OR OTHER EQUITABLE RELIEF.

12.  TAXES.

     12.1  The  amounts  to  be  paid  by ClientCare Inc to YP.Net 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 end
services to ClientCare Inc by YP.Net under this Agreement, regardless of whether
the  same  are  separately  stated by YP.Net. All such taxes (and any penalties,
interest,  or  other  additions  to any such taxes), with the exception of taxes
imposed on YP.Net's income or with respect to YP.Net's property ownership, shall
be  the  financial  responsibility  of  ClientCare Inc. ClientCare Inc agrees to
indemnify, defend and hold YP.Net 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  ClientCare  Inc  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 of 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  ClientCare  Inc,  (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 ClientCare Inc by YP.Net under applicable law, and (iii)
are based upon the amounts payable under this Agreement (such taxes described in
(i),  (ii),  and  (iii)  above  the  "Collected  Taxes"),  shall  be remitted by
ClientCare  Inc  to  YP.Net,  whereupon,  upon  request, YP.Net shall provide to
ClientCare  Inc  tax  receipts  or other evidence indicating that such Collected
Taxes  have  been  collected  by  YP.Net  and remitted to the appropriate taxing
authority.  ClientCare  Inc  may  provide  to  YP.Net  an  exemption certificate
acceptable  to  YP.Net  and  to the relevant taxing authority (including without
limitation  a  resale


                                       10
<PAGE>
certificate(s)  in  which  case,  after  the date upon which such certificate is
received  in  proper  form,  YP.Net  shall not collect the taxes covered by such
certificate.

     12.3  If,  after  a determination by foreign tax authorities, any taxes are
required  to  be  withheld,  on  payments  made  by  ClientCare  Inc  to YP.Net.
ClientCare Inc may deduct such taxes from the amount owed YP.Net and pay them to
the  appropriate  taxing  authority; provided however, that ClientCare Inc shall
promptly  secure  and  deliver  to YP.Net an official receipt for any such taxes
withheld  or  other documents necessary to enable YP.Net to claim a U.S. Foreign
Tax  Credit.  ClientCare  Inc  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  YP.Net.

     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.

     13.6  NOTICES.  All  notices and 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


                                       11
<PAGE>
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 YP.Net:                    To ClientCare Inc:

               YP.Net                        ClientCare Inc, Inc.
               4840 E. Jasmine St., Ste 105  3546 E. Caballero Street
               Mesa,  AZ. 85205              Mesa,  AZ 85213

               Attention:                    Attention: Ron Howard

               Phone  480-654-9646           Phone: 480-832-1235
               Fax:   480-654-9727           Fax:   480-832-5511



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
YP.Net  and  ClientCare Inc 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.

YP.NET                             CLIENTCARE INC, INC.


By: /s/ Greg Crane                By: /s/ Ron Howard
   ------------------------           -----------------------

Name (Print) Greg Crane           Name (Print) Ron Howard
            ---------------

Title E.V.P.                       Title Pres.
      ---------------------

Date 5-10-02                       Date 2-20-02
    -----------------------            ----------------------


                                       13
<PAGE>
                                    EXHIBIT A

                                 SPECIFICATIONS

I. DESIGN SPECIFICATIONS

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

II. TECHNICAL SPECIFICATIONS

     -    Basic Service: YP. Net's Basic Service allows for the automatic
          generation of industry specific e-businesses for SBOs. YP.Net 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 ClientCare Inc to send specific SBO
          information to YP.Net in a format that allows YP.Net to create sites
          for ClientCare Inc 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 ClientCare Inc web site.

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

     -    PARTNER DASHBOARD: This capability allows ClientCare Inc to manage the
          relationship with their SBOs, The Partner Dashboard is a key element
          of the easy to use functionality that allows ClientCare Inc to manage
          these relationships using the very same YP.Net technology that
          ClientCare Inc SBOs will be using. The Partner Dashboard will only be
          available to Partners, like ClientCare Inc 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 ClientCare Inc to manage their SBO's.
          All of these capabilities are accessible via the ClientCare Inc
          Partner Dashboard.


III. CLIENTCARE INC PRIVATE LABEL SERVICE MOCK-UP


                                       14
<PAGE>
                                [GRAPHIC OMITTED]


II. BRANDING GUIDELINES

Every Management Console of the ClientCare Inc Private Label Service will
contain the following "Fueled by vista" logo or other vista.com as may be
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 by February 20, 2002


                                       15
<PAGE>
                                    EXHIBIT B

                              YP.NET BASIC SERVICES

YP.Net reserves the right to change the Vista Basic Service, and/or replace
services upon reasonable notice to Customers. The YP.Net 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
               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.ezwsite.com  ClientCare Inc, Inc., ("ClientCare Inc"), a Arizona
Corporation,  provides  the  web  site  ClientCare  Inc 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 "ClientCare Inc" "We,"
"Us,"  or  "Our  refers to ClientCare Inc, 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.   CLIENTCARE INC'S PRIVACY POLICY  15.  THIRD PARTY
                                                BENEFICIARY

     6.   CONDUCT ON THE SITE              16.  EXPORT CONTROLS

     7.   CONTENT SUBMITTED TO             17.  AMENDING THIS
          THE SITE                              AGREEMENT

     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,
ClientCare  Inc  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
ClientCare  Inc  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 SERVICE
     ----------------------

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

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

ClientCare  Inc  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, ClientCare Inc
retains all right, title, and interest in and to the Site. Subject to applicable
law,  ClientCare  Inc  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  from  ClientCare  Inc.  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  ClientCare  Inc  and  its  licensors.

4.   PROTECT YOUR PASSWORD: YOU AUTHORISE 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 your Site" feature. This means that you should
not  supply  your  password  to anyone who is not authorized to take actions for
you.

5.   CLIENTCARE INC 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 ClientCare Inc, are entirely responsible for all content that you
or  users  of  your  web  site  upload, post or otherwise transmit via the Site,
ClientCare  Inc 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  ClientCare  Inc  in  its  sole  discretion;

(b)  impersonate  any  person  or  entity,  including,  but  not  limited  to, a
ClientCare  Inc  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;

(l)  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 ClientCare Inc's sole
discretion  is  unacceptable.

ClientCare  Inc  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  ClientCare  Inc  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  known  or later developed for the purpose of
providing you services under this Agreement. You acknowledge that ClientCare Inc
does not pre-screen content, but that ClientCare Inc and its assignees 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  ClientCare Inc, 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.
ClientCare  Inc  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 ClientCare Inc if the settlement would
affect  ClientCare  Inc's  ability  to  provide  the  Site.

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

ClientCare  Inc  may  terminate  this Agreement and your access to the Site upon
thirty (30) days notice with or without cause, ClientCare Inc may terminate this
Agreement  and your access to the Site immediately if you breach this Agreement.
In the event that ClientCare Inc 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.  ClientCare  Inc  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 ClientCare Inc and ClientCare Inc'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 ClientCare Inc'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, ClientCare
Inc  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-QR 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, ClientCare Inc DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE,
OR  QUIET ENJOYMENT IN CONNECTION WITH THE SITE AND INFORMATION AVAILABLE ON IT.

13.  LIMITATION OF LIABLLITY
     -----------------------


                                       20
<PAGE>
IN  NO  EVENT  WILL  ClientCare  Inc  BE  LIABLE  FOR  ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL,  SPECIAL,  PUNITIVE,  EXEMPLARY  DAMAGES, OR  AMY  OTHER  DAMAGES
(INCLUDING,  WITHOUT  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 OF
ClientCare  Inc  AND EVEN IF ClientCare Inc 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 WILL ClientCare Inc 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
     -----------------------

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 by
ClientCare  Inc  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 ClientCare Inc
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  ClientCare Inc 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  ClientCare  Inc 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  supersede  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 ClientCare Inc
sets  from  time  to  time.  Click  here to see the current fee schedule for the
                                    ----
services  offered  at  the Site. ClientCare Inc 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
ClientCare  Inc for all fees, duties, taxes, and assessments arising out of your
use  of  this  Site  and  your  Account.  Current  applicable  charges


                                       21
<PAGE>
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 valid credit cards
acceptable  to ClientCare Inc 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 ClientCare Inc'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
ClientCare  Inc.  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 ClientCare
Inc.

This  Agreement  and the relationship between you and ClientCare Inc is governed
by  the  laws  of  the  State  of  Arizona without regard to its conflict of law
provisions. You and ClientCare Inc agree to submit to the personal and exclusive
jurisdiction  of  the courts located within the county of Maricopa, Arizona. The
failure  of ClientCare Inc 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

                       CLIENTCARE INC USER PRIVACY POLICY

This  Privacy  Statement describes how ClientCare Inc, Inc. may collect and uses
information  through  www.ezwsite.com  ("Site").

WHAT INFORMATION MIGHT CLFENTCARE TNC COLLECT FROM USERS OF THE SITE?

ClientCare  Inc and ClientCare Inc'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"). ClientCare Inc 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 ClientCare Inc 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 our ClientCare Inc services.

(2) Estimate our audience size. Each browser accessing ClientCare Inc 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 ClientCare Inc 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 ClientCare Inc 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)  ClientCare  Inc might also collects IP addressers system administration and
to  report  aggregate information  to  our  advertisers.

HOW MIGHT CLIENTCARE INC USE AND SHARE MY PERSONAL INFORMATION?

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

ClientCare  Inc  and  ClientCare  he'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


                                       23
<PAGE>
Service  regarding  it. We also collect and store Personal Information regarding
users  that  your  personalized  web  pages  (your  Account).



                                       24
<PAGE>
For General Users Visiting Small Business Owner
- -----------------------------------------------

ClientCare  inc  and  ClientCare  he'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  ClientCare  Inc  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 CLIENTCARE INC AND FROM THIRD PARTIES

We may send you information from time to time about ClientCare Inc'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 promotional information from ClientCare Inc please send e-mail
to  Ron@djronhoward.ocm.  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 ClientCare Inc's discretion. This means that we
may  make  disclosures  that  am  necessary or advisable to conform to legal and
regulatory  requirements  or  processes  and  to  protect the rights, safety and
property  of  ClientCare  Inc,  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:  ClientCare  Inc  and ClientCare Inc's service providers
reserve  the  right  to  freely  use  and  distribute  all Aggregate Information
collected  at  this  Site.

WHAT IS CLIENTCARE INC'S 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  Ron@djronhoward.ocm.
                                   -------------------

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 ClientCare Inc
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 Ron@djronhoward.ocm--
                                  -------------------


                                       25
<PAGE>
                                    EXHIBIT E

                                    MARKETING

YP.NET OBLIGATIONS:

1.   Provide position statements, marketing data, and branding requirements to
     ClientCare Inc 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


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT F
                              MONTHLY SERVICE FEE


         ------------------------------------
         Maximum Number     Monthly Per Site
         --------------     -----------------
         of Pages Per Site       Charge
         ------------------------------------
<S>                         <C>
         56                 $         12.50 *
         ------------------------------------
<FN>
* ClientCare to pay YP.Net Per Site, Per Month
</TABLE>


                                       27
<PAGE>
                                    EXHIBIT G
                           PARTNER ESCALATION SUPPORT

Technical Support: Technical Support is provided by a designated specialist in
the vista.com Customer Service Center ("CSC") in response to a request from the
Partners designated Technical Contacts. The CSC is the focal point of service
delivery and service interaction with partner. Both telephone support and
electronic services are offered from the CSC. Only Partner's Contact(s) will
communicate with the designated CSC specialists.

SUBMITTING A SERVICE REQUEST: TO SUBMIT A REQUEST FOR SERVICE, PARTNER HAS THREE
SERVICE OPTIONS:

     (a)  over the phone, Contact will dial vista.com service number as supplied
          to  the Partner by vista.com. When a CSC specialist answers the phone,
          Partner  contact  will  be  prepared  to  discuss the problem with the
          specialist.

     (b)  via electronic chat, contact will connect to support chat via the
          vista.com  website  (www.vista.com)

     (c)  via email, Contact will enter the service request and send it to
          support@vista.com.

     In  order  to  submit  a  service  request,  either  telephonically  or
     electronically,  Partner  will  employ  the  following  procedures:

     (a)  provide a clear description that fully explains what the problem is,
          and  when  the  problem  occurs;  and

     (b)  describe the steps taken to attempt to resolve the problem.

DEFINITIONS OF SUPPORT PRIORITIES:

     PRIORITY 1: (P1) status is reserved for critical and severe problems. These
     problems  occur  when  the  YP.Net  service  is  down,  thereby  halting
     transactions  throughout  the  site,  and  there  is  no  workaround.

     PRIORITY 2: (P2) Serious problem: a major function is experiencing a
     reproducible  problem  which  causes major inconvenience; common operations
     fail  consistently;  service  exhibits  system-wide  security  holes

     PRIORITY 3: (P3) Problem: a fundamental function is experiencing an
     intermittent  problem, or a common operation sometimes fails; a less common
     operation  fails  consistently

     PRIORITY 4: (P4) Minor problems: a less common operation fails
     occasionally; all other errors

     Priority 5: (P5) Request for enhancements


SUPPORT RESPONSE TIME: Upon receipt of a service request, the designated CSC
specialist will reply to Contact to discuss the problem within one (1) business
hour on a P-1 request, within four (4) business hours on a P-2 request, within
eight (8) hours on a P-3 request, and within twenty four (24) hours on a P-4 or
P-5 request from the time of receipt of the service request. Business hours are
standard operation hours of vista.com


                                       28
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>10
<FILENAME>doc13.txt
<TEXT>
                                                                   EXHIBIT 10.31


                                surfnet (R)
                                    Media Group, Inc.

          2235 W. UNIVERSITY DR - SUITE 9 - TEMPE, ARIZONA 85281-7246
                      VOICE: 877.311.9474 - FAX: 480.557.0627
                               www.surfnetmedia.com


September  24,  2003


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

Re:     Letter  of  Intent

Gentlemen:

Over the last several months, SurfNet Media Group, Inc., a Delaware corporation,
and  YP  Net,  Inc.,  a Nevada corporation, have been in dialogue over strategic
implementation  of  SurfNet's  Metaphor  TM  Technology and services in YP.net's
Business.  YP.net  and  SurfNet  desire to form a long-term cooperative business
relationship.  This Letter of Intent is entered into by YP.net and SurfNet as of
the  Effective  Date  and  confirms  YP.net's  and  SurfNet's understanding with
respect  to  our  preliminary  discussions  and summarize the intent and initial
scope  of  our  relationship.

1.   CERTAIN DEFINITIONS. For purposes of this letter, the following terms have
     the following meaning:

     a.   "Effective Date" means the date YP.net signs this Letter of Intent.

     b.   "Parties" means YP.net and SurfNet, and "Party" means YP.net or
          SurfNet as the context requires.

     c.   "Protected Information" mean, information from which SurfNet or YP.net
          derives economic value, actual or potential, from such information not
          being generally known to, and not being readily ascertainable by
          proper means by, other persons who can obtain economic value from its
          disclosure or use, and which is the subject of efforts that are
          reasonable under the circumstances to maintain its secrecy. Protected
          information includes, without limitation, confidential information
          pertaining to matters such as technology, financing and business
          operations, development and integration strategies.

     d.   "SurfNet's Metaphor TM Technology" means the method and system for
          adding functionality to a Web page described in US Patent 6,594,691
          issued to SurfNet on July 15, 2003.

     e.   "YP.net's Business" means the business of providing internet-based
          yellow page advertising space on or through www.Yellow-Page.Net, www.
          YP.net and www.YP.com.

2.   INTENTION. This will confirm the mutual intentions of the Parties to enter
     into a licensing agreement or other business arrangement to exploit the
     synergies between YP.net's Business and SurfNet's Metaphor(TM) Technology.
     The Parties will endeavor to execute all definitive agreements by December
     1, 2003. Except as provided in Section 7, the Parties agree that neither
     company will disclose the fact or content of their discussions to others
     unless required by law or if both parties agree to do so.


<PAGE>
3.   EXCLUSIVITY; JOINT DEVELOPMENT EFFORTS; STOCK SWAP. The definitive
     agreements referred to in Section 2 above will include provisions stating
     the following:
     a.   SurfNet will not enter into a licensing agreement or other business
          arrangement relating to SurfNet's Metaphor(TM) Technology with any
          third party engaged in the business of providing Internet-based yellow
          page advertising space, and (II) YP.net will not enter into a
          licensing agreement or other business arrangement with any third party
          having technology providing the same or similar functionality as
          SurfNet's MetaphorTM Technology.

     b.   Derivative works (as defined in the United States Copyright Act) and
          other modifications, improvements, fixes, enhancements, and upgrades
          with respect to SurfNet's MetaphorTM Technology that are jointly
          developed by the Parties shall be jointly owned by the Parties, and
          that, with respect to such jointly developed derivative works, each
          shall grant to the other a worldwide, non-exclusive, fully-paid,
          royalty-free, irrevocable, sublicensable license to make, have made,
          use, sell, offer for sale, import and otherwise exploit such
          derivative works, including products or services that include or rely
          on or use such derivative works.

     c.   The Parties will exchange shares of stock in an amount and on the
          basis of an exchange ratio to be agreed upon.

4.   CONFIDENTIALITY. During the course of SurfNet's and YP.net's discussions,
     the parties will disclose Protected Information. As a condition to sharing,
     whether in writing or orally, Protected Information, each Party hereby
     acknowledges and agrees as follows:

     a.   The Protected Information, whether now or hereafter shared, in whole
          or in part, is confidential.

     b.   The business and prospects of a Party could be damaged if the other
          Party discloses Protected Information to any person without such
          Party's consent.

     c.   Each Party will each keep confidential and refrain from disclosing or
          divulging to any person the other's Protected Information without the
          other's prior written consent (other than disclosures by a Party to
          its agents, representatives or employees who will be bound by the
          terms of this Agreement and advised that the other's Protected
          Information must be treated as confidential).

     d.   Each Party will not use the other's Protected Information (nor permit
          the use thereof) in a manner or for a purpose detrimental to the
          other's business.

     e.   Obligations of confidentiality with respect to Protected Information
          which constitutes trade secrets under the Uniform Trade Secrets Act
          (or other similar applicable law) will extend for so long as such
          information remains a trade secret.

     f.   Obligations of confidentiality with respect to Protected Information
          that is not covered under the Uniform Trade Secrets Act (or other
          similar applicable law), will (i) be defined in a subsequent agreement
          entered into between the Parties, or, (ii) if no such subsequent
          agreement is executed, extend for three (3) years from the date the
          Parties mutually agree, or one Party notifies the other, that a
          licensing agreement or other business arrangements between them
          relating to the subject matter hereof will not be consummated.

     g.   Wrongful disclosure or use of Protected Information in contravention
          of the provisions of this agreement will give rise to irreparable
          injuries not adequately compensable in damages. In the event that
          preliminary injunctive relief to maintain the status quo is required,
          such relief may be


                                       2
<PAGE>
     sought by a Party from any court of competent jurisdiction, and each Party
     agree to be bound by any and all orders rendered by such court. No failure
     or delay in exercising any right, power or privilege hereunder will operate
     as a waiver thereof nor will any single or partial exercise thereof
     preclude any other or further exercise thereof or the exercise of any
     right, power or privilege. No Party can waive or amend any provision hereof
     except with the other Party's written consent, which consent will
     specifically refer to any such provision and explicitly make such waiver or
     amendment.

5.   NONBINDING. Although SurfNet and YP.net may exchange proposals (written or
     oral), term sheets, draft agreements or other materials, neither party will
     have any obligations or liability to the other party unless and until
     SurfNet's and YP.net's authorized representatives sign definitive written
     agreements. Either party can end these discussions at any time, for any
     reason, and without liability to the other. Each party remains free to
     negotiate or enter into similar relationships with others. Any business
     decision either party makes in anticipation of definitive agreements is at
     the sole risk of the party making the decision, even if the other party is
     aware of, or has indicated approval of, such decision.

6.   PUBLICITY. Neither party shall identify, either expressly or by
     implication, this relationship, the other party or use any of the other
     party's names, trademarks, trade names, services marks, or other
     proprietary marks in any marketing material, advertising, press releases,
     publicity matters or other promotional materials without the other party's
     prior written approval. The Parties will issue a mutually agreed upon joint
     press release within five business days following the execution of this
     Letter of Intent announcing the execution hereof. Except as required by law
     or applicable listing agreement, no other press release shall be issued
     regarding the execution of this Letter of Intent by either Party without
     the prior written consent of the other. Notwithstanding the foregoing, the
     Parties will be permitted to make reference to the matters addressed in the
     Letter of Intent in other press releases, provided that such references are
     consistent in substance with the initial press release.

7.   STOCK PURCHASE. SurfNet shall sell to YP.net, and YP. Net shall purchase
     from SurfNet 11,667 shares of Common Stock (collectively, the "Shares"),
     for an aggregate price of $35,000.00 (the "Purchase Price"), based upon the
     closing sale price of the Common St6ock as quoted on Yahoo Finance on
     September 24, 2003, payable in immediately available funds upon execution
     of this Agreement and a Subscription Agreement mutually agreeable to the
     Parties. Thereupon, SurfNet shall issue to YP.net certificates representing
     the Shares registered on SurfNet's stock ledger in the name of YP.net
     equaling the aggregate number of Shares being purchased by UP.net under
     this Agreement. YP.net agrees that the certificates representing the Shares
     shall bear a legend in substantially the following form:

     "The shares represented by this certificate are "restricted securities" as
     that term is defined in Rule 144 promulgated under the Securities Act of
     1933, as amended (the "Securities Act"), and may not be offered, sold or
     otherwise transferred, pledged or hypothecated except in a transaction
     registered under the Securities Act or in a transaction exempt from such
     registration."

8.   EXPENSES. Each party will re responsible for its own expenses and costs
     related to these discussions. Neither party is authorized to make any
     commitments or statements on behalf of the other party.

9.   GOVERNING LAW. The substantive laws of the State of Arizona govern this
     Letter of Intent.

10.  COMPLETE AGREEMENT. This Letter of Intent represents the complete and
     exclusive understanding of the Parties on this subject and supersedes all
     proposals or other prior agreements, oral or written, and all other
     communications between the Parties relating to this subject. This letter of
     Intent can only be


                                       3
<PAGE>
     modified by a writing signed by each Party that states it amends this
     Letter of Intent. The parties indicate their agreement to the terms of this
     Letter of Intent by signing below.

Very  truly  yours,

SURFNET  MEDIA  GROUP,  INC.


By:  /s/  Robert  D.  Arkin
     -------------------------------------
     Robert  D.  Arkin
     Chief  Executive  Officer


ACKNOWLEDGED  AND  AGREED:

YP.NET,  INC.

By:  /s/  Angleo  Tullo
     -------------------------------------
     Angleo  Tullo
     Chief  Executive  Officer

Effective  Date:  Aug  26th  2003
                --------------------------

                                       4
<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>11
<FILENAME>doc14.txt
<TEXT>
                                                                   Exhibit 10.32


                       Solicitation Partnership Agreement

     This  Solicitation  Partnership  Agreement,  effectively  dated  August 4,
2003,  is  entered into by and between CHG Allied, Inc., a Delaware corporation
(CHGA,  or  the  "Solicitation  Partner" or "SP"), whose address is 3081 Holcomb
Bridge  Road,  C-2,  Norcross,  GA  30071,  and  EBG  Consulting, Inc., a Nevada
Corporation,  (the  EBG"),  who  address  is 5080 N. 40th Street, #105, Phoenix,
Arizona  85018,  and  Telco  Billing, Inc., a wholly owned subsidiary of YP Net,
Inc.,  both  Nevada  corporations (the "YPNET") whose address is 4840 E. Jasmine
#110,  Mesa,  AZ  85205  with  reference  to  the  following:

     1.  YPNT  is  engaged in the provision of internet yellow pages and access,
pursuant  to which YPNT mails to potential clients a solicitation in the form of
a  solicitation  check,  which, if cashed or deposited, signs that entity up for
Internet  Yellow Page / internet services / telephony services provided by YPNT.

     2.  SP  is  engaged in business as a marketer of access to various types of
medical  practioners,  and  as such maintains accurate lists of its [associates,
member/shareholders/clients, etc. (the "Recipients") which SP regularly mails to
and  believes  would  be  interested  in  and  would benefit from YPNT services.

     3.  EBG  is  engaged in the non-exclusive business of procuring clients for
such services. EBG has introduced the SP to YPNT, and YPNT and SP have agreed as
provided  pursuant  to  the terms of this Solicitation Partnership Agreement, to
include  with  SP's  regular  mailings and or to mail YPNT's client solicitation
material  to  Recipients,  substantially  in the form of "Exhibit A" hereto (the
"Solicitation  Material"),  which  material  included  a solicitation check (the
"Solicitation  Check"),  (collectively  the  Co-Mailing")  which, once cashed or
deposited converts a Recipient to a "Subscriber" by documenting that Recipient's
agreement  to  as  well  as  subscription  for  Internet  Yellow  Page/internet
services/telephony services provided by YPNT, all as more fully set forth in the
Solicitation  Material.

     In consideration of the mutual premises and covenants herein contained, the
parties  hereto  agree  as  follows:

I.  Obligations  of  SP:
    -------------------

     a. the SP agrees to provide YPNT with a database of the intended Recipients
of  the  Co-Mailing,  including  relevant  contact  information so that YPNT can
print,  clear and reconcile cashed solicitations checks in order to identify and
sign up new customers for YPNT services. YPNT will not otherwise use or disclose
such  database  to  third  parties  except  as  required  to  perform its duties
according  to  this  agreement  or as otherwise authorized by the SP in writing.

     b.  SP  may  provide  endorsements  for  the YPNT and or YPNT's service, as
reasonable requested by YPNT, which may or may not be included in any Co-Mailing
at  YPNT's  sole  discretion.


<PAGE>
     c.  SP may include the Solicitation Material and endorsement if any in SP's
regular  mailings to Recipients or as a separate mailer as mutually agreed to in
writing.

     d. The SP shall bear all costs of mailings ("COM") for Co-Mailing except as
noted  in  section  II  (a)  below.

II.  Obligations  of  YPNT:
     ---------------------

     a.  YPNT  shall only be responsible for (i) the payment of all the printing
of Solicitation Material, (ii) the payment of all amounts necessary to clear the
Solicitation  Checks  as  they  are presented, and (iii) any increase in postage
caused by the additional weight of the inclusion of Solicitation Material in the
Co-Mailing.

     b.  YPNT  agrees to provide to the SP, on a monthly basis no later than the
15th  day  of  each month, a written statement (the "Monthly Report") indicating
all Recipients who have cashed and/or presented such YPNT checks for payment and
who  have become subscribers for services of YPNT (hereinafter, a "Subscriber"),
canceled service, received refunds or adjustments from YPNT as well as the funds
collected  by  YPNT  from  Subscribers  during  the  previous  month.

c.     YPNT  agrees  to  pay  the SP on a monthly basis, a total of seventy-five
cents  ($0.75)_____  (the  "Override Fee") per each individual paying Subscriber
who  from which YPNT has collected funds as set forth in the Monthly Report. Any
payments  required  to be made to EBG shall be borne by YPNT and is subject to a
separate  agreement.

d.     YPNT  has  the  right  to  reject  any  database  or  portion  thereof of
Recipients,  as  well  as t6o terminate any relationship with any Subscriber, as
well  as  to  refund  any  amount  to any Subscriber at YPNT's sole and absolute
discretion,  and shall deduct such Override Fees already paid pertaining to such
refund  from the Override Fees then due or that may become due to SP and or EBG.

e.     YPNT shall be required to pay an Override Fee on any funds collected from
a  Subscriber  for  up  to  a  maximum  of  36  months  per  subscriber.

III.  Miscellaneous:
      -------------

     a.  As between YPNT and the SP, this Solicitation Partnership Agreement may
be  terminated  at  any time by YPNT or the SP, it being acknowledged and agreed
however,  that  such  termination shall not alter or amend the obligation to pay
the  Override  Fee  as  provided  for  in  herein.

     b.  This  agreement  terminates in its entirety sixty (60) months after its
effective  date,  except  as  described  in  number  2.e  above.

     c.  Each  party  hereto  warrants  and  represents  that:

          (i)  They  are  authorized, empowered and able to enter into and fully
perform  the  obligations  hereunder;  and

          (ii) Neither this Agreement nor the fulfillment thereof shall infringe
upon  the  personal  or property rights of any person, firm or corporation;

          (iii)  The services to be rendered hereunder shall not be in violation
of  any  law,  regulation  or  third  party  agreement

     d.  The  following  additional  provisions  shall  apply:

          (i)  This  Agreement  shall be governed by and construed in accordance
with  the laws in force in Arizona and the parties hereby agree to submit to the
courts  located  in  the  County  of  Phoenix,  Arizona.

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

For  YPNT:

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

And  to

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

For  EBG:

                    EBG  Consulting,  Inc.
                    5080  N.  40th  Street,  #105
                    -------------------------------------------
                    Phoenix,  Arizona  85018
                    -------------------------------------------
                         Attn:    Brad  Edson
                               ------------------------


<PAGE>
And  to

                    Kelly  Lytton  &  Varm
                    1900  AVE  OF  THE  STARS,  Suite  1450
                    Los  Angeles,  CA  90067

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

                    -------------------------------------------
                         Attn:  Bruce  Varm,  Esq.
                               ------------------------

For  the  SP:

                    CHG  Allied,  Inc.
                    3081  Holcomb  Bridge  Road,  C-2
                    -------------------------------------------
                    Norcross,  GA  30071
                    -------------------------------------------
                         Attn:  G  E  Spalding
                               ------------------------


     (iii) This Agreement contains the entire understanding of the parties. This
Agreement  may  not be changed orally but only by an agreement in writing signed
by  the  party  against  whom  enforcement  of any waiver, change, modification,
amendment,  extension  or  discharge  is  sought.

     (iv)  All parties shall defend, indemnify and hold the other parties, their
licenses  and  assigns  and the directors, officers, employees and agents of the
foregoing,  harmless  from all claims, liabilities, damages and costs (including
reasonable  legal  feels  and  court  costs)  arising form any breach or alleged
breach  by  such party of any representation, warranty or agreement made by such
party  hereunder  or  from  any  use  of  the  materials  supplied by such party
hereunder.

     (v)  All parties warrant to the other that they will not be responsible for
representations, warranties or statements made to other third parties whether as
part  of  this  agreement  or  in  reference  to  the  other  in  any  matter.

     (vi)  Nothing  in  this  agreement  shall be construed as to make any other
party  an  agent  of any other party. The SP acknowledges and agrees that EBG is
not  responsible for, and has no obligation, whether express or implied, for the
performance  of  YPNT  under  this  agreement, including but not limited to, the
payment  by YPNT of the Solicitation Checks, or the payment of the Override Fee.
YPNT  agrees  to indemnify and hold harmless both the SP and EBG from any claims
from any third parties, including any Recipients, relative to any of the matters
covered  by  this Sponsorship Partnership Agreement caused by a direct result of
YPNT's  negligence.


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

     (vii) Any party may terminate this Agreement immediately upon notice in the
event  that  another  party  (a)  makes  a general assignment for the benefit of
creditors, (b) files  a voluntary petition of bankruptcy, suffers or permits the
appointment  of  a  bankruptcy  receiver for its business or assets, (c) becomes
subject  to  any  proceedings  under any bankruptcy or insolvency law where such
proceeding  has not been dismissed within sixty (60) days or (d) has wound up or
liquidated,  voluntarily  or  otherwise.

     (viii)  The parties acknowledge that it will be necessary to provide access
to  confidential  and/or  proprietary information ("Proprietary Information") to
each  other  in connection with this Agreement. Proprietary Information shall be
clearly  identified  or  labeled  as such by the disclosing party at the time of
disclosure.  Each  party  shall  protect  the confidentiality of the Proprietary
Information  of  the  other  party  in  the  same  manner as it protects its own
proprietary  information  of like kind. The parties shall return all Proprietary
Information  of  the other upon the earlier of a request by the disclosing party
or upon termination of the Agreement. Neither party shall reproduce, disclose or
use  the  Proprietary  Information of the other without written authorization of
the  other  except  in  performing  its  obligations  under this Agreement or as
required  by law. The terms and conditions of this Agreement shall be considered
Proprietary  Information and shall not be disclosed by either party to any third
party.  The  limitations  on  reproduction,  disclosure,  or  use of Proprietary
Information  shall not apply to Proprietary Information which (a) was develop3ed
independently  by  the  party receiving it; (b) was lawfully received from other
sources  without  an  obligation  of  confidence;  (c) is published or otherwise
disclosed  to  others  by the disclosing party without restriction, or otherwise
comes  within  the  public  knowledge  or  becomes generally known to the public
without  breach  of  this  Agreement. CHGA's networks of providers, comprising a
part  of CHGA's Proprietary Information, as disclosed to YPNET and EGB from time
to  time  includes,  for EGB and YPNET's befit and use, providers in each of the
States  of the United States and in Puerto Rico. They are national networks, and
thus  the  scope of the restrictions contained in this paragraph are national in
scope,  including  Puerto  Rico. YPNET and EGB agree that these restrictions are
reasonable  as  to  territory  and subject matter addressed give the networks of
providers  and  pricing structure it and its Members will receive as a result of
this  agreement.

     (ix)  All  parties hereto acknowledge that, in the event of a breach of the
provisions  contained  in  either of the two preceding paragraph, the amount and
extent  of  any  resulting  damage to the other party would be difficult, if not
impossible,  to  ascertain.  Accordingly,  the  offended  party  may enforce its
rights  under such paragraph by seeking from any court of competent jurisdiction
an injunction that prohibits the alleged offending party from engaging in any of
the  activities  or  practices which are deemed a breach of such provisions. The
parties  agree  that,  in  any  such proceeding, the offended party shall not be
required  to  establish  any  irreparable  harm  in  order  to  be  entitled  to


<PAGE>
injunctive  relief. Upon finding that a party has breached the applicable of the
foregoing two paragraphs of this Agreement, the court shall conclusively presume
that  the  other party has suffered irreparable harm sufficient for the entry of
an  injunction,  and  subsequent  to  such injunction either party may audit the
books  and records of the other party if necessary as part of a determination of
monetary  damages. In the event that an unsupported action is brought hereunder,
the  party  bringing  the  action  is  liable  for payment of the legal costs of
defense  incurred  by  the party improperly charged. The terms of this paragraph
shall  survive  the  termination of this Agreement, regardless of the reason for
such  termination.

     (x)  It  is expressly understood and agreed that, notwithstanding the title
of  this  agreement,  the relationship of each party to each other is that of an
independent  contractor  and  that neither this Agreement nor the services to be
rendered  hereunder  shall  for  any  purpose whatsoever or in any way or manner
create,  expressly  or  by  implication,  any  employer-employee  relationship,
partnership,  joint venture or other relationship other than that of independent
parties  contracting  with each other solely for the purpose of carrying out the
provisions  of  the  Agreement.  Accordingly, each party hereto acknowledges and
agrees that he shall not be entitled to any benefits provided by any other party
to their respective employees or affiliates (including, without limitation, such
items  as  health and disability benefits). In addition, each party hereto shall
have sole and exclusive responsibility for the payment of all federal, state and
local  income  taxes, for all employment and disability insurance and for Social
Security  and  other  similar taxes with respect to any compensation provided by
hereunder.  Each  party further agrees that if such party pays or becomes liable
for  such  taxes or related civil penalties or interest as a result of a failure
another  party  to pay taxes or report same, the party failing to pay such taxes
shall indemnify and hold the party or parties paying such taxes harmless for any
such  liability.  Each  party  hereto  expressly  assumes  and  accepts  all
responsibilities  that  are  imposed  on independent contractors by any statute,
regulation,  rule of law or otherwise. No party hereto is authorized to bind any
other  party  hereto,  or  to incur any obligation or liability on behalf of any
other  party,  except  as  expressly  set  forth  in  writing.

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

                                                               9/22/03

YP Net, Inc., By                              /s/  DeVal  Johnson,  Director
                                              --------------------------------
EBG Consulting Inc., By                       /s/  Stuart  Benson,  President
                                              --------------------------------
CHG Allied, Inc., By                          /s/  G  E  Spalding,  CEO
                                              --------------------------------

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>12
<FILENAME>doc15.txt
<TEXT>
                                                                   Exhibit 10.33

                          GlobalPOPS New Customer Order

<TABLE>
<CAPTION>
<S>                                       <C>
- --------------------------------------------------------------
Company Name :                            Yp.Net, Inc.
- --------------------------------------------------------------
Address :                                 4840 E Jasmine #105
- --------------------------------------------------------------
City, State ZIP :                         Mesa, AZ  85205
- --------------------------------------------------------------
Administrative Contact's Primary Phone :  4806549646
- --------------------------------------------------------------
Administrative Contact's Email Address :  sales@yp.com
- --------------------------------------------------------------
Technical Contact's Name :                Mike McAllister
- --------------------------------------------------------------
Technical Contact's Title :               IT
- --------------------------------------------------------------
Technical Contact's Primary Phone :       4806549646
- --------------------------------------------------------------
Technical Contact's Email Address :       support@yp.com
- --------------------------------------------------------------
Billing Contact's Name :                  Gail Kyser
- --------------------------------------------------------------
Billing Contact's Title :                 Book Keeper
- --------------------------------------------------------------
[Billing Contact's Primary Phone :        4806549646
- --------------------------------------------------------------
[Billing Contact's Email Address :        gailk@ypcorp.com
- --------------------------------------------------------------

Services Information :

                        Request to Start Service : Immediately
- --------------------------------------------------------------
Pricing Requested :                       Per Hour Services
- --------------------------------------------------------------
Minimum Hours :                           3000
- --------------------------------------------------------------
(pricing Per Hour :                       $0.15
- --------------------------------------------------------------
|Monthly Minimum :                        $450
- --------------------------------------------------------------
</TABLE>

Yp.Net, Inc. hereby requests the above services to be activated In conjunction
with the company, RADIUS, and payment Information submitted with this order.   I
understand that GlobalPOPs will Invoice Yp.Net, Inc. on the first day of each
billing cycle for a minimum of 3000 hours plus the amount of hours exceeding
this minimum that authenticated through the RADIUS process for Yp.Net, Inc. for
the billing cycle that ended the previous night.   I also understand that If
Yp.Net, Inc. requests a change of billing date, change of service, or close of
account, GlobalPOPs will calculate the hours used during the billing cycle to be
changed.   Yp.Net, Inc. Is also responsible at all times to have on deposit with
GlobalPOPs a dollar amount matching the price of current usage during the length
of a billing cycle.   In addition, I understand that once activated, the
services used by Yp.Net, Inc. may be disconnected at any time If payment has not
been received on an Invoice that is due.   If Yp.Net, Inc. chooses to change
services (Including cancellation), all changes will be made through GlobalPOP's
back office located at http://login2.us.

Administrative Contact's Name : Angelo Tullo
                                ------------

Signature : /s/ Angelo Tullo                    Date: 10/5/2003
            --------------------------------          --------------------------


                Please sign and fax this order to (206) 495-1720


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>13
<FILENAME>doc2.txt
<TEXT>
                                                                      Exhibit 21

                              List of Subsidiaries

                  -----------------------------------------------------
                  Name                 Place of Incorporation
                  -------------------  --------------------------------

                  -------------------  --------------------------------
                  Telco Billing, Inc.  Nevada
                  -----------------------------------------------------





<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>14
<FILENAME>doc3.txt
<TEXT>
                                                                      Exhibit 23


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
YP.Net, Inc.:

We consent to the incorporation by reference in the registration statements of
YP.Net, Inc. on Form S-8 (File No. 333-107721) filed as of August 7, 2003, of
our report dated December 5, 2003, on the consolidated balance sheets of YP.Net,
Inc. as of September 30, 2003 and 2002 and the related consolidated statements
of operations, stockholders' equity and comprehensive income (loss) and cash
flows for each of the years in the three-year period ended September 30, 2003,
which report appears in the September 30, 2003 annual report on Form 10-KSB of
YP.Net, Inc.

/s/ Epstein, Weber & Conover P.L.C.

Scottsdale, Arizona
December 30, 2003




<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>15
<FILENAME>doc4.txt
<TEXT>
                                                                      Exhibit 31

            CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY

I, Angelo Tullo, Chairman and Chief Executive Officer of YP.Net, Inc., certify
that:

1.   I have reviewed this Annual Report on Form 10-KSB 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 registrant 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-15(e) and 15d-15(e)) for the small business issuer 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 over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
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 over 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.

Date: December 30, 2003       /s/ Angelo Tullo
                              ----------------
                              Angelo Tullo
                              Chairman and Chief Executive Officer
                              (Principal Executive Officer)


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

1.   I have reviewed this Annual Report on Form 10-KSB 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 registrant 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-15(e) and 15d-15(e)) for the small business issuer 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 over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
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 over 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.

Date: December 30, 2003       /s/ David Iannini
                              -----------------
                              David Iannini
                              Chief Financial Officer
                              (Principal Financial Officer)


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>16
<FILENAME>doc5.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 Annual Report of YP.Net, Inc. on Form 10-KSB for the fiscal year
ended September 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 Annual Report on Form 10-KSB fairly presents in all material respects
the financial condition and results of operations of YP.Net, Inc.

Date: December 30, 2003        /s/ Angelo Tullo
                              -----------------------
                               Angelo Tullo
                               Chairman and Chief Executive Officer


     I, David Iannini, 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 Annual Report of YP.Net, Inc. on Form 10-KSB for the fiscal year
ended September 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 Annual Report on Form 10-KSB fairly presents in all material respects
the financial condition and results of operations of YP.Net, Inc.

Date: December 30, 2003       /s/ David Iannini
                              -----------------------
                              David Iannini
                              Chief Financial Officer



<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
