FINOVA
                                                            FINANCIAL INNOVATORS
RONALD  S.  MONTGOMERY
VICE  PRESIDENT


                                                      FINOVA CAPITAL CORPORATION
                                                               CORPORATE FINANCE
                                                                 BUSINESS CREDIT
January  2,  2001
                                                          355 SOUTH GRAND AVENUE
                                                                      SUITE 2400
                                                           LOS ANGELES, CA 90071
Mr. Dan Madero
Director  Of  Operations                                      TEL   213 253 1606
TELCO  BILLING,  INC.                                         FAX   213 625 2468
4840 East Jasmine Street, Suite 105                               www.finova.com
Mesa,  Az  85205



Re:  Forbearance   Letter   Agreement  re  Events  of  Default  under  Loan  and
     Security Agreement dated August 31, 1999 (as amended from time to time, the
     "Loan  Agreement";  Capitalized  terms  used herein shall have the meanings
     given  in  the  Loan  Agreement  unless  otherwise  defined)  between Telco
     Billing, Inc. ("Borrower") and  FINOVA  Capital  Corporation  ("FINOVA") as
     successor by merger to Fremont  Financial  Corporation

Dear  Mr.  Madero,

This  Amendment  to  Forbearance  Letter  Agreement  (this "Agreement") is being
entered into by and between FINOVA and Borrower with reference to the following:

A     On  or  about  August  31,  1999,  Borrower  and  FIND  VA  entered into a
$3,000,000  credit  facility  (the  "Credit Facility"), as evidenced by the Loan
Agreement,  consisting  of  a  revolving  credit  line up to a maximum amount of
$3,000,000.  In  connection  with  the Credit Facility, YP.  Net, Inc., formerly
known  as  RIGL  Corporation,  ("Guarantor")  executed  a  Continuing  Guaranty
("Guaranty")  dated  August  31.  1999,  in  favor  of  FINOVA,  guarantying all
Obligations.

B.    The  Loan  Agreement,  the  Guaranty  and  all  other  Loan  Documents are
collectively  referred  to  herein  as  the  'Loan  Documents".

C.    Certain  Events  of  Default occurred  under the Loan Agreement and FINOVA
agreed  to  forbear  from  exercising  its  rights  and remedies in exchange for
certain concessions from Borrower as more fully described in that certain Letter
Agreement  dated  August  4,  2000  between  FIND  VA and Borrower ("Forbearance
Agreement").

D.    Pursuant  to  the  Forbearance  Agreement,  FINOVA agreed to forbear  from
exercising  its  rights and remedies, subject to the conditions set forth in the
Forbearance  Agreement,  until  October  3,  2000.  Such  forbearance period was
subsequently  amended  by  various  letter  amendments  until  January  4, 2001.

E.    Borrower  has  requested  FINOVA to  further extend the forbearance period
for  an  additional  period  of time to allow Borrower additional time to obtain
financing sufficient to fully repay the Obligations. FINOVA is willing to extend
the  forbearance  period  under  the  terms  of  this  Agreement.


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TELCO BILLING, INC.
1/2/01
Page  2


NOW  THEREFORE, for good and valuable consideration, the receipt and adequacy of
which  are  hereby  acknowledged,  FINOVA  and  Borrower  agree  as  follows:

1.   Acknowledgement  of  Factual Recitals. The parties  acknowledge  the truth,
     -------------------------------------
     accuracy and validity of the foregoing factual recitals and incorporate the
     same into this Agreement.

2.   Acknowledgment  of  Validity  and  Enforceability  of  Loan
     -----------------------------------------------------------
     Documents and Obligations.  Borrower  acknowledges and agrees that the Loan
     Agreement and other Loan Documents are valid and  enforceable  according to
     their  terms.  As of  January 2, 2001 the total  amount of the  outstanding
     principal balance of the Revolving Advances is approximately  $l.214.106.42
                                                                   -------------
     plus all  accrued but unpaid interest, fees and charges.

3.   Acknowledgment of Validity of Security interest. Borrower acknowledges  the
     -----------------------------------------------
     validity of FINOVA's security  interest in the Collateral and acknowledges
     that the Collateral continues to secure all of the Obligations.

4.   Acknowledgement of Defaults.  Borrower acknowledges  that Events of Default
     ---------------------------
     exist under the Loan  Documents and that, but for this  Agreement,  FIND VA
     could  exercise  all of its  rights  available  thereunder  or at law or in
     equity.

5.   No Defenses. Borrower  acknowledges  that it has no valid offset or defense
     -----------
     to the Obligations  now or hereafter  owing under the Loan  Agreement,  nor
     does Borrower have any valid claim against FIND VA and,  therefore,  admits
     and  confirms  that it does not have any legal  right or theory on which to
     invoke  or obtain  any legal or  equitable  relief  to abate,  postpone  or
     terminate  FINOVA's  enforcement of its rights to repayment of  obligations
     now or hereafter owing under the Loan Agreement and specifically waives and
     relinquishes  any such  right to legal or  equitable  relief  to cause  any
     abatement,  postponement  or  termination  of any  enforcement  proceedings
     commenced by FINOVA.

6.   Reaffirmation  of  Loan  Documents.   Borrower   and,   where   applicable,
     ----------------------------------
     Guarantor,  each  reaffirms and ratifies the terms of the Loan Documents in
     all respects. Except as specifically provided herein, Borrower acknowledges
     that nothing in this Agreement  shall (a) be construct to limit or restrict
     FIND VA from  exercising  its rights and remedies  under the Loan Documents
     with  respect  to any other  defaults  thereunder  or with  respect  to any
     default by Borrower in the performance of its obligations hereunder, or (b)
     relieve or  release  Borrower  from any of the  obligations,  covenants  or
     provisions required to be performed or observed under the Loan Documents or
     hereunder.

7.   Forbearance.
     -----------

     (a)  Forbearance   Period.   Provided  Borrower  performs  all  terms  arid
          --------------------
          conditions  in this  Agreement,  and no Events of  Default  other than
          those referenced in the Default Letters (as defined in the Forbearance
          Agreement) shall have occurred under the Loan Agreement.  FINOVA shall
          forbear  from  exercising  its  rights  and  remedies  under  the Loan
          Documents until February 7, 2001 (the "Forbearance Termination Date").
          Upon the earliest to occur of (i) the  Forbearance  Termination  Date,
          (ii)  the  occurrence  of an  Event of  Default  or (iii) a breach  by
          Borrower  of  the  terms  and  conditions  of  this   Agreement,   all
          Obligations shall be  immediately  due and  payable  and  FIND  VA may


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TELCO  BILLING,  INC.
1/2101
Page  3


          resort to all rights and remedies available under the Loan  Documents,
          at  law  and/or  in  equity.

     (b)  Forbearance Terms.  During the period this Agreement is in effect, the
          -----------------
          following terms shall apply:

               (i) Section 2. 1A of the Loan  Agreement  shall he deleted in its
          entirety and replaced with the following:

                        A.    REVOLVING ADVANCES. Upon request of' Borrower made
                    at any time  during the term  hereof and so long as no Event
                    of Default exists,  FIND VA shall,  at its sole  discretion,
                    make advances (Revolving  Advances) to Borrower in an amount
                    equal  to  (a)  fifty   percent   (50%)  of  the   aggregate
                    outstanding amount of Eligible Accounts;  provided, however,
                    that  in  no  event  shall  the  aggregate   amount  of  the
                    outstanding  Revolving  Advances be greater  than the sum of
                    One Million  Dollars  ($1,000,000)  (the  Revolving  Advance
                    Limit).  FINOVA  may reduce its  advance  rates on  Eligible
                    Accounts,  reduce the Revolving  Advance Limit, or establish
                    reserves  with respect to borrowing  availability  if FINOVA
                    determines, in its sole discretion, that there has occurred,
                    or is likely to occur,  an  impairment  of the  prospect  of
                    repayment  of all or any  portion  of the  Obligations,  the
                    value of the  Collateral  or the  validity  or  priority  of
                    FINOVA's security interests in the Collateral.

               (ii) No less than one week  before the  beginning  of each month,
          Borrower shall provide FINOVA with a monthly budget for the next month
          setting forth in detail,  on a week by week basis, all of the expenses
          to  be  paid  by  Borrower  during  the  next  month  and  such  other
          information as FIND VA shall request  Revolving  Advances will only he
          made by FINOVA to Borrower to the extent  necessary  to fund the items
          on such budgets  which are  permitted to be paid  pursuant to the Loan
          Agreement  and which FINOVA is satisfied are necessary for Borrower to
          conduct its daily operations.

               (iii) Interest on the outstanding  Obligations  shall continue to
          accrue at the default  rate as  provided  in Section  2.5A of the Loan
          Agreement.

8.   Conditions Precedent. FINOVA's agreement to enter into this  Agreement  and
     --------------------
     grant the forbearance provided herein is expressly  conditioned on Borrower
     executing and delivering this Agreement to FIND VA and causing Guarantor to
     execute and deliver an acknowledgment and reaffirmation of the Guaranty and
     the release  provided  herein,  on or before 5:00 p.m.  California  time on
     January 5,2001.

9.   Default.  Failure  by  Borrower  to comply with all terms and conditions of
     -------
     this Agreement shall constitute a default hereunder, following which FINOVA
     may,  without  notice  to  Borrower,  resort  to all  rights  and  remedies
     available  under the Loan  Documents,  at law and/or in  equity,  including
     without limitation the liquidation of all Collateral. Borrower agrees that,
     upon such event of default, Borrower shall cooperate with FINOVA in orderly
     liquidating the Collateral and in the exercise of all of FINOVA's rights as
     a secured lender.


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TELCO  BILLING,  INC.
1/2/02
Page  4


10.   No Further Forbearance  Borrower acknowledges FINOVA is not  obligated  to
      ----------------------
     grant further  extensions beyond the Forbearance  Termination Date and that
     no such commitment has been communicated.

11.  RELEASE.  BORROWER  AND  GUARANTOR,  AND  THEIR  RESPECTIVE  OFFICERS,
     -------
     DIRECTORS, REPRESENTATIVES, EMPLOYEES, PREDECESSORS, SUCCESSORS, AGENTS AND
     ASSIGNS (COLLECTIVELY, "RELEASING PARTIES") EACH HEREBY RELEASE, REMISE AND
     FOREVER  DISCHARGE  FINOVA,   AND  ITS  OFFICERS,   DIRECTORS,   EMPLOYEES,
     PREDECESSORS,   SUCCESSORS,  AGENTS  AND  ASSIGNS  (COLLECTIVELY  "RELEASED
     PARTIES"),  FROM ANY AND ALL CLAIMS,  DEMANDS,  ACTIONS, CAUSE OR CAUSES OF
     ACTION  HERETOFORE  ARISING OUT OF, OR CONNECTED  WITH OR INCIDENTAL TO THE
     LOAN AGREEMENT OR ANY LOAN  DOCUMENTS.  THIS GENERAL RELEASE IS INTENDED TO
     BE A FULL AND COMPLETE RELEASE OF ANY SUCH CLAIMS, DEMANDS,  ACTIONS, CAUSE
     OR CAUSES OF ACTION  CONNECTED IN ANY WAY TO THE LOAN  AGREEMENT  AND WHICH
     HAVE HERETOFORE ARISEN.

     RELEASING  PARTIES EACH ACKNOWLEDGE AND AGREE THAT THEY ARE AWARE THAT THEY
     MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN
     ADDITION  TO OR  DIFFERENT  FROM THOSE WHICH THEY NOW KNOW OR BELIEVE TO BE
     TRUE. NEVERTHELESS,  IT IS THE INTENTION OF THE RELEASING PARTIES, AND EACH
     OF THEM, THROUGH THIS AGREEMENT,  TO FULLY, FINALLY AND FOREVER RELEASE ALL
     SUCH MATTERS AND CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR
     HERETOFORE HAVE EXISTED.  IN THIS REGARD,  RELEASING  PARTIES  SPECIFICALLY
     WAIVE THE BENEFIT OF THE  PROVISIONS  OF SECTION  1542 OF THE CIVIL CODE OF
     THE STATE OF CALIFORNIA, WHICH PROVIDES:

          "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR  DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE,  WHICH IF KNOWN BY HIM MUST HAVE  UNILATERALLY  AFFECTED  HIS
          SETTLEMENT WITH THE DEBTOR.",

     /s/  DM, DOO                                       /s/  AK, Chairman
     --------------------                               ---------------------
     Borrower's  Initials                               Guarantor's  Initials


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TELCO  BILLING,  INC.
1/2101
Page  5


12.  Fee. In consideration of the extension to the forbearance  period  granted
     ---
     hereby,  Borrower  shall  pay  to  FINOVA  a fee of  Ten  Thousand  Dollars
     ($10,000),  which  shall be fully  earned  and due and  payable on the date
     hereof.

13.  Representations  and  Warranties  of  Borrower  and Guarantor.  To  induce
     -------------------------------------------------------------
     FINOVA  to  execute  and  deliver  this  Agreement,  each of  Borrower  and
     Guarantor represent and warrant that:

     (a)  The execution,  delivery and performance by Borrower and Guarantor, as
          the case may be, of this Agreement,  and all documents and instruments
          delivered  in  connection   herewith  and  therewith  have  been  duly
          authorized; and

     (b)  Neither the  execution,  delivery or  performance of this Agreement or
          any of the documents or instruments  delivered in connection  herewith
          or therewith nor the  consummation  of the  transactions  contemplated
          hereby or thereby does or shall contravene,  result in a breach of, or
          violate (i) any  provision  of  Borrower's  or  Guarantor's  corporate
          charter  or  bylaws  or  other  governing  documents,  (ii) any law or
          regulation  or any order or  decree  of any court or any  governmental
          instrumentality or (iii) any indenture, mortgage, deed of trust, lease
          agreement  or other  instrument  to which  Borrower or  Guarantor is a
          party or by which any of their property is bound.

14.  Miscellaneous.
     -------------

     (a)  This  Agreement,  the  Forbearance  Agreement  and the Loan  Documents
          constitute the entire  agreement of the parties hereto with respect to
          the subject  matter  hereof and  supercedes  any prior oral or written
          agreements  concerning the same.  Except as expressly  amended hereby,
          and of the terms of the Loan Agreement,  the Forbearance Agreement and
          other Loan Documents remain in full force and effect.

     (b)  In the event any Legal action is commenced to enforce or interpret any
          provision  of this  Agreement,  the  prevailing  party  in such  legal
          action, as determined by a court of competent  jurisdiction,  shall be
          entitled  to  receive  from the  other  party the  prevailing  party's
          reasonable attorneys' fees and court costs.

     (c)  This Agreement may be executed in counterparts, each of which shall be
          deemed an  original,  but all of which,  when  taken  together,  shall
          constitute one and the same document.

     (d)  The parties  have  retained,  or have had the  opportunity  to retain,
          counsel to represent  them in the  transactions  contemplated  in this
          Agreement, have read and understand this Agreement and, therefore, the
          principle of construction  against draftsmen shall have no application
          in the interpretation of this Agreement.

     (e)  GOVERNING LAW WAIVERS.  THIS  AGREEMENT, INCLUDING WITHOUT LIMITATION
          ----------------------
          ENFORCEMENT OF THE OBLIGATIONS, SHALL  BE  INTERPRETED  IN  ACCORDANCE
          WITH  THE INTERNAL  LAWS  (AND  NOT THE  CONFLICT  OF LAWS  RULES)  OF
          THE  STATE OF CALIFORNIA GOVERNING CONTRACTS TO BE. PERFORMED ENTIRELY
          WITHIN   SUCH  STATE.   BORROWER   HEREBY  CONSENTS  TO THE  EXCLUSIVE
          JURISDICTION  OF ANY STATE OR FEDERAL COURT


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TELCO  BILLING.  INC
1/2/01
Page  6


          LOCATED  WITHIN THE COUNTY OF LOS  ANGELES IN The STATE OF  CALIFORNIA
          OR, AT THE SOLE OPTION OF FINOVA,  IN ANY OTHER COURT IN Which  FINOVA
          SHALL  INITIATE LEGAL OR EQUITABLE  PROCEEDINGS  AND WHICH HAS SUBJECT
          MATTER  JURISDICTION  OVER THE MATTER IN CONTROVERSY.  BORROWER WAIVES
          ANY OBJECTION OF FORUM NON CONVENES AND VENUE. BORROWER FURTHER WAIVES
          ANY RIGHT IT MAY OTHERWISE  HAVE TO  COLLATERALLY  ATTACK ANY JUDGMENT
          ENTERED AGAINST IT.

    (f)   MUTUAL  WAIVER  OF  RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH
          ---------------------------------------
          HEREBY  WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR  PROCEEDING
          BASED  UPON,  ARISING  OUT OF,  OR IN ANY WAY  RELATING  TO:  (I) THIS
          AGREEMENT;  (II) ANY OTHER  PRESENT OR FUTURE  INSTRUMENT OR AGREEMENT
          BETWEEN FINOVA AND BORROWER;  OR (III) ANY CONDUCT,  ACTS OR OMISSIONS
          OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS,  OFFICERS, EMPLOYEES,
          AGENTS,  ATTORNEYS  OR ANY OTHER  PERSONS  AFFILIATED  WITH  FINOVA OR
          BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT
          OR TORT OR OTHERWISE.

     (g)  The invalidity, illegality, or unenforceability of any provision in or
          obligation under this Agreement in any  jurisdiction  shall not affect
          or impair the validity,  legality,  or enforceability of the remaining
          provisions or obligations under this Agreement or of such provision or
          obligation in any other jurisdiction.

     (h)  Each of the Borrower and Guarantor  agrees to take all further actions
          and  execute  all  further  documents  as FINOVA may from time to time
          reasonably request to carry out the transactions  contemplated by this
          Agreement.

     WHEREFORE,  the parties have entered into this  Agreement on the date first
     written above.


          TELCO  Billing,  INC.


          By:  /s/  Daniel Madero DOO
             ------------------------

          Name:  Daniel Madero

          Title:, Director of Operations

          FINOVA  CAPITAL  CORPORATION


          By:  ______________________________

          Name:

          Title:


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TELCO  BILLING,  INC.
1/2/01
Page  7


                           Guarantor's Acknowledgment
                           --------------------------

The undersigned Guarantor consents and agrees to the terms of this Agreement and
reaffirms  and  restates  in  all  respects  the Continuing Guaranty executed in
connection  with  the  Loan Agreement and agrees that it remains unconditionally
liable  for  the  prompt  payment  and performance of all of the Liabilities (as
defined  in  such  Continuing Guaranty), without defense, claim, counterclaim or
setoff  of  any  nature.

YP.NET  INC.

By:  /s/  Angello Tullo Chairman
   -----------------------------
Name:  Angello Tullo
Title: Chairman



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