Exhibit 10.17

                                  2nd AMENDMENT
                                       TO
                     STOCK PURCHASE AGREEMENT ("AGREEMENT")
                                      DATED
                                 MARCH 16, 1999
                                  BY AND AMONG
         RIGL CORPORATION, A NEVADA CORPORATION (NOW NAMED YP.NET, INC.)
          ("RIGL"), TELCO BILLING, INC., A NEVADA CORPORATION ("TBI"),
            MORRIS & MILLER, LTD. AND MATHEW AND MARKSON, LTD., BOTH
               ANTIGUA CORPORATIONS (COLLECTIVELY "SHAREHOLDERS")

This  Amendment  effective  September  12th,  2000  amends paragraph 1.4 of said
Agreement.  YP.Net,  Inc.  ("YP")  and  Shareholders  hereby agree to modify the
Agreement  by deleting the entirety of paragraph 1.4 of the Agreement. All other
revisions,  amendments  and  agreements  shall be deemed to be in full force and
effect.  This deletion irrevocably rescinds and revokes Shareholders' option and
ability  to  "Put" shares of YP common stock to YP and substitutes therefore the
following  language  in  a  new  paragraph  1.4  as  follows:

1.4  Shareholders' Option. Under this Agreement YP grants to each Shareholder, a
     --------------------
     Ten Million U.S. Dollar ($10,000,000) revolving line of credit ("Revolver")
     fully  secured by the shares of YP common stock owned by Shareholders equal
     to  the  amount  being  borrowed.  The  value  of the stock per share being
     pledged  as  security  shall  be valued at eighty percent (80%) of the last
     trade  prior  to the time of the loan request or a value of one dollar ($1)
     per  share  whichever is higher. The Revolver may be terminated at any time
     by  the  Shareholder  and  converted  into  ten  (10) year loan at the same
     interest rate as that of the Revolver and then no further advances shall be
     eligible.  The  interest  rate  on the Revolver, and/or possible subsequent
     term loan shall be 25 basis points (.25%) above YP's average borrowing rate
     from  institutional  lenders as determined by YP's Chief Financial Officer,
     but  in  no  case  lower  than eight percent (8%) and shall be set for each
     advance  at  the  time  of  the  advance request, if made. In addition, the
     average  borrowing  rate  shall  be  the average of the rate charged by the
     aggregate of YP's institutional lenders for the prior 30 day period: (i) no
     single advance shall exceed One Million U.S. Dollars ($1,000,000"); (ii) no
     advances  of  any  amount  shall  be  made unless after such advance, there
     remains  available  to  YP  an  amount equal to thirty (30) days' operating
     capital.  Operating  capital  is defined as the cash needed to maintain the
     business.  More  clearly  defined  as  those expenses needed to pay for the
     general operating expenses of the company exclusive of depreciation, taxes,
     amortization,  marketing,  expenses  or  acquisition expenses. More clearly
     defined as the expenses needed to maintain the business. The calculation of
     the  amount  of  capital  available to pay those expenses would include the
     parent  as  well  as all subsidiaries and affiliates; cash on hand, cash in
     reserve,  marketable  securities,  short  term  notes  and  certificates of
     deposit,  treasury  notes,  mutual  funds, availability on any credit lines
     plus  any  cash  reasonable expected during the 30 day period from the loan
     advance  forward.  This  line  shall  not  expire.

     Interest  charged  shall  be paid by the Shareholders quarterly in arrears.
     However,  the  shareholders  shall  have  the option of obtaining from YP a
     mandatory  advance  for the purpose of paying the interest so long as there
     is  availability  on  this  line  or  by  paying  the  interest


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     with  collateral stock whoso value is defined herein above, or by tendering
     payment  in  cash  or  cash  equivalent.  YP  shall  prepare  and provide a
     statement  to  the  shareholders  quarterly. The shareholders shall have 30
     days  from receipt of the statement to advise YP how they would like to pay
     the  interest.  In the event that no advice has been received by YP then YP
     shall  advance  the funds against this line to pay the interest in a timely
     manner.

     YP grants and conveys to Shareholders the right to transfer and assign any,
     part  and  all  Shareholder rights under the Agreement or this Amendment to
     any  of Shareholders' successors and assigns without the consent of YP. Any
     such  transfer and assignment shall, however be subject to all of the terms
     and  conditions  contained  in  the  Agreement  and  this  Amendment.

     The above constitutes the entirety of the Amendment.

The  parties  to  the  Agreement and to this Amendment agree and consent to this
Amendment  and  signify  such  by  signing  in  the  spaces  provided  below.

AGREED & ACCEPTED

YP.Net, Inc.                                    Morris & Miller, Ltd.

By:  /s/  Angelo  Tullo                         By:  /s/ Ilse Cooper
   ----------------------------------              -----------------------------
     Angelo  Tullo,                                  Ilse Cooper,
     Chairman                                        Antigua Management
                                                     & Trust Ltd.
                                                     Corporate Director

Mathew  and  Markson,  Ltd.

By:  /s/ Ilse Cooper
   ----------------------------------
     Ilse Cooper
     Antigua Management
     & Trust Ltd.
     Corporate Director



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