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;
                                         ------------


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<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>