Exhibit 10.3


                       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>

                                                                       Exhibit A

[GRAPHIC OMITTED]                           3081 Holcomb Bridge Road   Suite C-2
COMPREHENSIVE                                       Norcross, Georgia 30071-1319
HEALTH GROUP                                   (800) 669-8682     (770) 448-4677
                                                              Fax (888) 774-0456
                                                     email: office@chgallied.com


Re; CHG Members receive nearly 30% Discount from YP.Com!

Dear Comprehensive Health Group Provider,

As  part  of  our  ongoing  effort  to  bring  you more business and improve the
efficiency  of  your  practice,  Comprehensive Health Group is proud to announce
that it has successfully negotiated a more than 30% discount for you on a unique
business  marketing  program  through  YP.Com.  Through the YP.Com program, your
practice's name, contact info and additional information regarding your practice
will  be positioned via the Internet in a Preferred Listing Position for maximum
exposure.

With  approximately  150 Million page views of distribution per month, YP.Com is
an  industry  leader  as national Internet Yellow Page Company. YP.Com's service
will  allow  your  practice to have maximum exposure to potential customers at a
very  affordable  rate.  This  is  further emphasized by the fact that more than
250,000  businesses  across  the  nation  have  already  chosen to become YP.Com
Preferred  Listing Customers. This Preferred Listing Customers status is what we
have  successfully  negotiated  to  be  offered to you at nearly a 30% discount.

YP.Com  services  are  also  found  through  the  most  popular  search  engines
including:

AltaVista    Excite     MSN            Netscape
Juno         Netzero    Web Crawler    Explorer
Yahoo        Lycos      Dogpile        ZNNet and more


For  only  $19.95 per month (regularly $29.95 per month) you as a CHG Member can
receive  a  Preferred  Listing  Customers  status  which  includes:

  -  Priority Listing Position
  -  Mini Web page
  -  40 Word Business Description
  -  E-Mail Link
  -  Website Link
  -  Distribution Network of approx. 150 Million Page Views per Month
  -  Additional Bonus Enhancements such as Call Button
  -  Mapping & Driving Directions

We  realize  that  the current economic climate requires monetary restraint. But
for  a  nominal  monthly fee your practice will now receive the benefit of being
able  to  be  found  and  viewed  by  over 40 million viewers. Please review the
enclosed  information. The YP.Com signup check is yours to keep as an additional
part of the discount that we negotiated for you. Just cash the check and you are
signed  up  for  the  service.

We  at  CHG hope you take advantage of this unique offer. CHG is also adding new
clients  every  month for our PPO Adjustment/Discount cards. Our staff is always
available  to  assist  you  if necessary. Please visit us online for updates and
news at www.chgallied.com and www.camhealthpartners.com.
        -----------------     --------------------------

If you have any questions concerning this offer, please feel free to call me at
800-669-8682.

Wishing you the very best in your practice,

Lee Gerber
Comprehensive Health Group, President


<PAGE>
[GRAPHIC OMITTED]                           3081 Holcomb Bridge Road   Suite C-2
COMPREHENSIVE                                       Norcross, Georgia 30071-1319
HEALTH GROUP                                   (800) 669-8682     (770) 448-4677
                                                              Fax (888) 774-0456
                                                     email: office@chgallied.com


RE: YP.Com service highly recommended.

Dear Comprehensive Health Group Provider,

     We  have  successfully  negotiated a huge discount of more than 30% off for
all  of  our  CHG  members from the nations most successful Internet Yellow Page
company,  YP.Com.

     We strongly advice that you accept this offer by cashing the enclosed check
as  we  believe that YP.Com's internet yellow pages service will greatly benefit
and  help  your  company's  growth.

     We  at CHG hope you take advantage of this unique offer. CHG is also adding
new  clients  every  month  for  our PPO Adjustment/Discount cards. Our staff is
always  available to assist you if necessary. Please visit us online for updates
and  news  at  www.chgallied.com and www.camhealthpartners.com.
               -----------------     -------------------------

If you have any questions concerning this offer, please feel free to call me at
800-669-8682.

Wishing you the very best in your practice,


Lee Gerber
Comprehensive Health Group, President


<PAGE>

[GRAPHIC OMITTED]                  Yellow-Page.Net's Sign-Up Advantage

                                    Simply deposit the Sign-Up Check and receive
                                      priority placement on our site!*
       YP.net                           Could there be an easier way to sign-up?
                                         (You will be billed monthly.*)
www.yp.com & www.yellow-page.net
                                          Next, we call you to get information
                                          for your Mini-Webpage(TM).

                                           Then, we send a Confirmation Card to
AMERICA'S LOCAL YELLOW PAGES(TM)           your Marketing/ Accounting Department
Find what you need - when you need it.     as a reminder of your sign-up and
                                            that monthly billing is about to
                                            begin.

------------------------------------         As always, Yellow-Page.Net strives
                                              for 100% customer satisfaction.
  "We thought about calling you at            Try our service for 120 days and
 home during dinner but decided to             if you're not completely
    send you a check instead!"                 satisfied, we'll refund your
                                                money.  It's as simple as that!
      Thanks for taking time
     to consider our offer.*
------------------------------------

Not affiliated with any phone company.

     *See Terms of Offer.


<PAGE>
   YELLOW-PAGE.NET'S INTERNET ADVERTISING PACKAGE         "YP's customer service
                                                           is top-notch. I
                  IN A NUTSHELL                            called about my
                                                           service and was
Preferred Listing                                YP.NET    walked through the
                                                           process by a
Your  business  will be listed above the "All Listings"    knowledgeable and
section  in a priority position. Your Preferred Listing    courteous individual.
will  be  bigger,  bolder  and  include  links  to your    Great job YP!
Mini-Webpage(TM), Mapping & Driving Directions, as well
as  a  link to our Click2Call feature that enables your    Jen
customers  to contact you immediately from your Listing    El Cajon, CA
and  we  pay  for  the  call!

Mini-Webpage(TM)
Your  Mini-Webpage(TM)  is  what can set you apart from
your competitors. Not only are you able to include your   "It's great! I didn't
business hours, additional phone numbers, links to your    even have a computer
website  and  e-mail,  but you have the ability to tout    when I started
your  company's unique accomplishments and specialties.    advertising with
Let  your customers know exactly what you do and how it    Yellow-Page.Net. I
will benefit them. You may call our toll-free number at    really like my Mini-
any  time  to update your Listing and Mini-Webpage(TM).    Webpage. It's been a
                                                           great way for new
LISTING DISTRIBUTION                                       clients to find
Not  only  will  your  Preferred  Listing  be  viewable    me on the web."
through www.yellow-page.net and www.yp.com, but also at
dozens  of  other directory sites on the Internet at no    Jennifeur
additional  cost  to  you! Currently that represents 50    Queen Creek, AZ
Million  page  views  of  distribution  per  month  and
climbing!                                                  Results will vary.

     100% satisfaction guaranteed or your money back! (See Terms of Offer.)
                     Not affiliated with any phone company.


<PAGE>
[GRAPHIC YELLOW-PAGENET             MEMBER  MEMBER          CHECK US OUT AT
OMITTED] Solicitation Center        YELLOW    ADP     http://www.yellow-page.net
         806 Buchanan #115-250      PAGES   Since                 or
         Boulder City, NV 89005     I.M.A.   1898          http://www.yp.net
         1-800-300-3209          "Not affiliated with
                                  any local or long
                              distance telephone company."

Dear Advertiser:
     The  enclosed  Bank  Check  is real, so be sure to cash it right away! It's
Yellow-Page.Net's  dramatic  way  of  celebrating  and  alerting companies, like
yours,  that this yellow page data is currently receiving a tremendous amount of
page views every day. That means that thousands of people across the country are
currently  using this user friendly resource. Your company could be getting some
of  this  exposure!
     When  you cash or deposit the enclosed check, your company signs up for and
will  receive  a  preferred  priority  placement  listing  subscription  in  the
Yellow-Page.Net  web  site. The $3.25 check is an incentive to you for accepting
this  Internet  yellow  page  listing  service offer with the No-Risk Guarantee.
Plus, when you list your company through this offer, your company will be placed
in  a priority position. This preferred priority placement listing entitles your
company  to  be listed in a premium section above all of the listings in the All
Listings  section.
     This  unique  priority  advertising  program,  available  around  the clock
worldwide  through  the  Internet,  also includes a Mini Web Page featuring your
business'  information.  Plus,  order  now by cashing the check and we will list
your  fax number, toll-free number, your e-mail and Web Site addresses, business
hours  and  up  to  40 words promoting your business in your Mini Web Page. Just
call  our  toll-free number shown above or on your Order Confirmation Card which
will  be  mailed  to  you  shortly  after you cash the check, and provide us the
additional  information.  For  your  convenience, we will also attempt to gather
this  information  by  calling  you  at  your phone number shown on the enclosed
check.  Don't  worry if your company doesn't have an e-mail address or Web Site,
Yellow-Page.Net  can  fulfill  all  of  your  company's  needs, just call us for
additional  pricing  and  other  information.
     Stop  and  think for a second! What would happen to your company's share of
the  market if your competitors order before you do, and gain a market advantage
over  your company? Or worse yet - what if your company doesn't order by cashing
this  check,  and  never  receives  the  Internet marketing advantages that your
competition  may  have!  Can  your  company afford to allow its competition this
advantage  when  it  costs  so  little  if  you  respond  now?
     It's  24-hour  priority  advertising you can't afford to be without. If you
only  get  one  additional customer - would this cover such a small cost? Simply
ask  yourself  if  your  customers would scroll through all of your competitors'
listings  in the All Listing section in order to find your company? Wouldn't you
and  your customers prefer for your company to be listed in a preferred priority
placement  position?
     Applying  for  immediate  preferred priority advertising placement is easy.
Simply  cash  or deposit the $3.25 check, an incentive for ordering this No-Risk
advertising service. Can your company afford to allow the competition to gain an
advantage  when it costs only $19.95 per month if you respond now? You will even
be conveniently billed either on your local phone bill, by direct debit from the
company  checking  account that you deposit this enclosed check into in order to
sign  up  for  this  service,  on  your  utility  bill  or  by  other  means.
     Furthermore, if you are not satisfied with the service that we provide, you
are  protected  by  our  No-Risk  Guarantee.  Just  call  the  Yellow-Page.Net's
toll-free  number  provided  above or on your Order Confirmation Card within 120
days  of cashing this check in order to cancel and receive a full refund for any
reason.


<PAGE>
     So, simply be sure to cash or deposit your check right away. Don't let your
competition  have  an  advertising  advantage!

                                              Sincerely,
                                              /s/ Brian Johnson
                                              Brian Johnson


                                 TERMS OF OFFER
                                 --------------
1.   The  enclosed  check  is  a  real check. By cashing or depositing the check
     Advertiser  requests  a  priority  placement  web  site  advertisement  and
     authorizes  billing  in  accordance  with  the  following  Terms.  An Order
     Confirmation  Card  confirming  your order will be mailed within 80 days of
     cashing  the  check.
2.   This  Internet  advertisement  directory  publication  through  the
     Yellow-Page.Net  website  is  offered  by  Telco  Billing,  Inc.  of NV, an
     independent publisher utilizing the licenced trade name of Yellow-Page.Net,
     and is not affiliated with AT&T, G.T.E., SWBell, Qwest, Ameritech, Inc., or
     any  local or long distance telephone company and is published and globally
     accessible  only on the Internet through YP.Net & Yellow-Page.Net nearly 24
     hours  a  day  365  days  a  year.
3.   Publisher's,  its  respective  agents',  resellers',  billers',  partners',
     associates',  joint ventures' and employees' liability under this agreement
     shall  at  most  be limited to the charges paid for that advertisement item
     offered  on  the  face  of  this agreement. Advertiser waives any claims of
     misrepresentation  concerning  the  subject  matter  addressed  herein.
     Advertiser  grants  Publisher the right to modify classification to conform
     to  our  standard  classifications.
4.   Publisher, its respective agents, resellers, billers, partners, associates,
     joint  ventures  and  employees  shall  be indemnified and held harmless by
     Advertiser  with respect to any claims of infringement or similar claims in
     connection  with  any  material,  including  trademarks,  service  marks,
     copyrighted  material  etc., supplied  by  Advertiser,  including  addition
     information  gathered by Publisher via telephone after the initial order is
     placed  by  cashing  the  check.
5.   Publisher  warrants  only  that the advertisement will be published through
     its  Internet  Yellow Page directory accessible through www.Yellow-Page.Net
     and  no verbal statement, other warranty or guarantee expressed or implied,
     including  that  of  merchantability,  benefits,  results,  fitness for any
     particular purpose, is being made herein or shall be considered made though
     intended  subsequent  information gathering telephone calls or Confirmation
     Cards.
6.   This  agreement shall be governed by and interpreted in accordance with the
     laws  of  the  state  of  Nevada  with any disputes settled by arbitration.
7.   This  agreement  shall not without the express written prior consent of the
     publisher  be  transferred  or  assigned.  Termination  or  suspension  of
     advertiser's  telephone  service,  modification  of  address, relocation or
     moving  shall  not  warrant  an  adjustment  in  charges.
8.   The  advertising  fee  is  only  $19.95  per  month,  per  listing,  per
                                ------------------------
     classification,  and  will  be billed by Telco Billing Inc. of NV ("Yellow-
     Page.Net"),  preferably  on your local phone bill through ESBI, Integretel,
     ACI  or  other.  Alternatively, the fee may be billed by direct invoice, on
     your  utility bill, credit card or by other methods. You also agree that we
     may  bill the fee by ACH debit from the account that the enclosed check has
     been deposited into in accordance with the rules governing the ACH network.
     User may revoke its ACH debit authorization or change billing method at any
     time  by  calling  customer  service.
9.   Directory  Advertising  shall  continue  on  a  month  by month basis until
     cancelled  by  Advertiser  at  the then current rate, terms and conditions.
     Advertiser has 120 days from depositing this check to request and receive a
     full  refund  for  any  reason.  Rates  are  subject to change upon 30 days
     written notice. For all customer service questions including cancellations,
     changes  in  billing  methods  or  modifications  or  additions  to  your
     advertisement,  please  call  1-800-300-3209.
                                     (C) 1998 T.B.I. 030603 All rights Reserved.
                                     "Walking Fingers" logo is a Registered Mark
                                     in NV. of M&M. Used with permission.


<PAGE>
--------------------------------------------------------------------------------
        YELLOW-PAGE.NET                   FIRST STATE BANK
     806 BUCHANAN #115-250              LAKE LILLIAN, MN 56253
     BOULDER CITY, NV 89005                 75-1131/919
        1-800-300-3209


PAY TO THE
BEARER OR                                                              $ **3.25
         --------------------------------------------------------------

 Three and 25/100****************************************************  DOLLARS
---------------------------------------------------------------------- Security
                                                                       features
                                                                       included.
                                                                       Details
                                                                       on back
                                                                       1754103


MEMO                                                     /s/ Sara Davis
---------------------------                             ------------------------

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


Record No.                                           Check Date:       Check No.
--------------------------------------------------------------------
      ITEM                   DESCRIPTION                    AMOUNT
--------------------------------------------------------------------
Yellow Pages Advertisement   Discount Incentive             $3.25
Solicitation                                             -----------
                                             Check Total    $3.25



Advertiser:




First State Bank        See Terms of Offer and back of Sign-Up Check.       3.25


<PAGE>
Please  list  my company's information as shown on this
check  on  the  Yellow-Page.Net  Internet website. I am
over  18, and authorized to place this advertisement by
depositing  this  check  and by doing so I agree to pay
$19.95 per month for this advertisement. I agree to the
Terms  of Offer which were enclosed with this check and
authorize  Telco  Billing,  Inc.  to  bill such fees in
advance, on the company's phone bill or by debiting the
fee  from  the  company's  bank account into which this
check  is  deposited  or by other methods, according to
the Terms. I understand that I can cancel and receive a
full refund by simply calling 1-800-300-3209 within 120
days.


X


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DO  NOT WRITE,  STAMP  OR  SIGN  BELOW  THIS  LINE
RESERVED  FOR  FINANCIAL  INSTITUTION  USE*
-------------------------------------------------------




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Billing  Ph.  #<<phone>>

*FEDERAL  RESERVE  BOARD  OF  GOVERNORS  REG.  CC

-------------------------------------------------------
[GRAPHIC   Security Items. Micro Print Signature Line &
OMITTED]   Endorsement Line, Padlock Icon on the front
           and Original Document, Security Screen on
           the back.
-------------------------------------------------------


<PAGE>