Exhibit 10.34

infoUSA

                -------------------------------------------------
                                  infoUSA, Inc.
                     Master Database and Services Agreement
                              & Terms & Conditions
                -------------------------------------------------

This agreement (the "Agreement") is entered into this 31st day of July, 2002

between InfoUSA, Inc., a Delaware Corporation, with its principal place of

business at 5711 South 86th Circle, Omaha, Nebraska SS127, and

(hereinafter known as "Customer")           YP.net, Inc., Yellow-Page.net,
                                            ------------------------------------
                                            Simple.net Group,
                                            ------------------------------------
                                            Telco Billing, Inc., BESI
                                            ------------------------------------

with its principal place of business at     4840 E. Jasmine Street, Suite 105.
                                            ----------------------------------
                                            Mesa. AZ 85205
                                            --------------

Phone:                                      480-325-4303
                                            ------------

The parties to this Agreement, in consideration of the mutual covenants set
forth herein, agree as follows.

                                  A. DURATION
                                  -----------
This Agreement, which includes the Terms and Conditions attached hereto and
incorporated by reference herein, is effective from the above date and shall
remain in force for a term of three year(s) (Initial Term), unless otherwise
terminated in accordance with the provisions contained herein. Following the
Initial Term, the Agreement may be renewed for subsequent terms of 1 year each.
As used herein, "Term" shall mean the Initial Term and any renewal term Renewal
shall be automatic unless either party notifies the other of its desire not to
renew at least ninety (90) days prior to the end of the then current Term;
provided, however, that either party may terminate the Agreement immediately in
the event the other party is in default hereunder and fails to cure such default
within forty-five (45) days of written notice from the other party specifying
the nature of such default.

                                   B. PURPOSE
                                   ----------
Customer shall have use of the Licensed Data for marketing to prospects. The
Licensed Data may be used for direct marketing activities, database marketing,
telemarketing, market analysis, or for any other permitted use as described
below. The Licensed Data is for: (check one)       single use/X multiple use. If
                                             -----            -
Customer has multiple subsidiaries and divisions, the use of the Licensed Data
will be limited to me entity or division executing this Agreement. Upon
completion of the authorized use of the Licensed Data, Customer shall delete all
Licensed Data from its database and files, and return all copies of the Licensed
Data to infoUSA and cease any and all use of the Licensed Data.
Other permitted use: None
                     ----

                                C. LICENSED DATA
                                ----------------
infoUSA shall provide to Customer the Licensed Data as specified in Appendix B
attached hereto and incorporated herein by reference.

                                    D. PRICE
                                    --------
For the use of infoUSA's Licensed Data, Customer agrees to pay infoUSA a license
fee as set forth below, plus state sales tax and shipping charges:

     First Year Fee           $65.000.00
                               ---------

     Each Subsequent Year     $65,000.00
                               ---------

Other fee arrangement


The fee shall be due upon receipt of infoUSA's invoice.
                                  E. OWNERSHIP
                                  ------------
infoUSA is the sole owner, copyright holder, or a licensed distributor of all
data covered in this Agreement. Customer acknowledges that ownership in and to
the data licensed under this Agreement remains with infoUSA and that Customer
has no rights of use, ownership, distribution, or transmittal outside the
purposes described in this Agreement. All displays of infoUSA data in print or
electronic media must carry infoUSA's copyright notice as follows: "Data
provided by infoUSA, Omaha, NE, Copyright (c)2001, All Rights Reserved,"

                      F. Affirmative Covenants of Licensee.
                      -------------------------------------
During the Term, Licensee agrees to each of the following (with the more
restrictive applying in the event of a conflict):

(i)      Store the Database in its original form at its primary place of
business, and, upon prior written notice to Licensor, such other places
consistent with this Agreement and not make or permit to be made any other
copies of the Database; provided, however, at each location where the Database
is properly stored, one copy of the Database may be made for back-up purposes;
and provided, further, that upon prior written notice to Licensor setting forth
in reasonable detail the reasons for additional copies, such additional copies
may be made;


InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 1 of 5
<PAGE>
InfoUSA


(ii)      Use the Database in compliance with (a) all federal, state and local
laws, statutes, rules, regulations and ordinances including, without limitation,
the FCRA, (b) all applicable privacy and data protection laws, rules and
regulations, (c) all regulations, rules and policies adopted by Licensor, and
(d) all regulations, rules and policies published by associations or groups in
which Licensor is or becomes a member and to which regulations, rules and
policies Licensor adheres; provided, however, that Licensor shall provide
Licensee with copies of any such regulations, rules and policies and such
regulations currently available and that are published in the future;

(iii)      Require that all marketing efforts, solicitations, advertising copy
and other communications derived either in whole or in part from the Database
(a) not contain any reference to any selection criteria or presumed knowledge
concerning the intended recipient of such solicitation or the source of such
recipient's name and address, (b) be designed such that the recipient of such
communication cannot determine that state title or registration information was
used as an information source; and (c) be in good taste in accordance with
generally recognized standards of high integrity;

(iv)      Restrict its Customers from using telephone numbers or vehicle
identification in any telemarketing script or in the address, envelope or body
of a letter, solicitation, advertisement or the like that is used in a direct
marketing program;

(v)      Use information derived either in whole or in part from the Database
solely for its own marketing programs, decision support purposes or information
services for the purposes set forth in Appendix B;

(vi)      Adhere to the restrictions regarding promotional mailings set forth in
Appendix C.

(vii)      Adhere to the Confidentiality Statement set forth in Appendix A.

                       G. Negative Covenants of Licensee.
                       ----------------------------------
During the Term, Licensee agrees not to:

(i)     make the Database or any portion thereof available in an on-line
environment except by an appropriately secured and encrypted
bulletin board service, tape-to-tape batch transmission, or remote job entry;

(ii)     Use the Database, either in whole or in part, as a factor in (a)
establishing an individual's eligibility for credit or insurance, (b)
connection with underwriting individual insurance; (c) evaluating an individual
for employment or promotions, reassignment or retention as an employee, (d) in
connection with a determination of an individual's eligibility for a license or
other benefit granted by a governmental authority; or (e) in any other manner in
which the usage of the Database or any information contained therein would cause
such information to the construed as a Consumer Report by any regulatory
authority having jurisdiction over Licensor, Licensee or the Database.

H. Notices
----------
Notices to either party to this Agreement shall be in writing and shall be
deemed to have been given when sent by certified mail to the below listed
addresses. Invoices shall oe sent to the Customer by first class mail.

infoUSA                                   Customer
Attn: Corporate Counsel                   Attention: Y.P. Net, Inc.
                                                     Don Reiss
S711 South 86th Circle                              ----------------------------
Omaha, NE 63127                           Address:   4840 E Jasmine #110
                                                  ------------------------------
                                                     Mesa, Arizona  85205
                                                  ------------------------------

Appendix es Attached;

Appendix A:     Confidentiality Statement (NDA)

Appendix B:     Business Data

Appendix C:     Services Agreement

Appendix D:     infoUSA Proposal




InfoUSA, inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 2 of 5
<PAGE>
InfoUSA


                              TERMS AND CONDITIONS
I. LICENSE
     infoUSA hereby grants and Customer hereby accepts a nontransferable and
non-exclusive License to use the Licensed Data and updates thereto as more
particularly described in the Agreement attached hereto. The Agreement and these
Terms and Conditions are collectively referred to herein as the "Agreement".

II. DATABASE
     1.      infoUSA shall provide to the Customer a tape or other medium, as
agreed, containing the Licensed Data for Customer's use during the term of the
Agreement.

     2.      infoUSA shall ship the Licensed Data to the Customer within ten
(10) days of receipt of this executed Agreement. Shipment shall be to Customer's
address as described in the Agreement or such other address as Customer may
provide in writing to infoUSA.

     3.      Customer shall have use of the Licensed Data for only the purpose
described in the Agreement.
     4.      Customer shall not use the Licensed Data to create, modify, and or
update lists, directories, or compilations of any kind in any medium, that will
be sold, exchanged, transmitted or provided, whether or not for value, to any
person not employed by the Customer except as specified in the Agreement.
Further, the Customer shall not assign, sublicense, transfer or otherwise
encumber or dispose of any interest in the Licensed Data or the Agreement.
     5.   Customer agrees that it shall take appropriate action with its
employees, by agreement or otherwise, to satisfy its obligations with respect to
the use of the Licensed Data, to protect infoUSA's copyrights and the
restrictions imposed by the Agreement. The restrictions contained within the
Agreement shall survive for a period of three years after the termination of
this Agreement.
III. PAYMENT
     1.   For the use of the Licensed Data, Customer agrees to pay infoUSA a fee
as detailed in the Agreement. Customer also shall pay any shipping or other
charges incurred by infoUSA on the Customer's behalf, including, but not limited
to. all taxes of any kind levied by any federal, state or municipal government
or governmental agency that infoUSA is required to pay as a result of this
Agreement. The Customer shall specifically exclude infoUSA's income taxes from
this liability.
     2.   infoUSA shall send Customer an invoice for payments and other charges
due and owing to infoUSA. Customer agrees to pay the invoice in full upon
receipt of the invoice. If payment is not received within thirty days Customer
shall be charged a one and one-half percent interest rate per month, for a total
of eighteen percent per annum, on the outstanding balance. Non-payment of fees
or other charges due infoUSA may at infoUSA's sole option be considered a breach
of this Agreement and shall excuse further performance by infoUSA.
IV. WARRANTY
     1.   The infoUSA database is licensed on an "AS IS" basis without
guarantee. infoUSA does not guarantee that the infoUSA database will meet the
Customer's requirements; that ii will operate in the combinations, or in the
equipment, selected by the Customer; or that its operation will be error-free or
without interruption.
     2.   EXCEPT AS STATED HEREIN, infoUSA MAKES NO EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
     3.   infoUSA shall not be liable for consequential or incidental damages,
or for any lost profits, or any claim or demand of a similar nature or kind,
whether asserted by Customer against InfoUSA or against infoUSA by any other
party, even if infoUSA has been .advised of the possibility of such damages. In
no event shall infoUSA's entire aggregate liability for damages exceed the
amount paid, to infoUSA by Customer under this Agreement
V. GOVERNING LAW
     This agreement is entered into in the State of Nebraska and its provisions
shall be construed in accordance with the laws of Nebraska without regard to
Nebraska's conflicts of laws principles. Further, in the event a dispute arises
between infoUSA and the Customer regarding the terms or performance of this
Agreement, the parties consent to the exclusive jurisdiction of the Nebraska
courts.
VI. SEVERABILITY
     1.   It is understood and agreed by infoUSA and the Customer that if any
part, term or provision of the Agreement is construed by a court of competent
jurisdiction to be invalid, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of InfoUSA and the
Customer shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision determined to be invalid.
VII. EXCUSE OF PERFORMANCE
This Agreement is subject to and contingent upon force majeure and other delays
outside the control of infoUSA. If delivery of the Licensed Data is prevented by
any cause of force majeure, infoUSA shall not be liable for damages,
consequential or otherwise, that the Customer may suffer.
VIII. MODIFICATION
     1.   This Agreement contains the entire Agreement between infoUSA and the
Customer. No statements, promises or inducements made by either infoUSA or
Customer shall be valid or binding upon either party.
     2    This Agreement may not be modified, altered or enlarged except in
writing and signed by infoUSA and the Customer.

IX. BREACH
     1.   In the event the Customer shall fail to make any payment to infoUSA
within sixty days of its due date, or shall breach any of the terms or
conditions or provisions of this Agreement. InfoUSA. at its sole discretion and
in addition to any of its other rights at law or equity, may either terminate
this Agreement or may seek specific performance.
     2.   If infoUSA initiates a lawsuit to enforce its rights under this
Agreement, the Customer agrees to pay infoUSA's attorney's fees and costs, if
infoUSA prevails.
X. PROCESSOR AGREEMENT
The infoUSA database may be furnished to an outside or other third-party
processor, only after (i) InfoUSA. has received infoUSA's Third Party
Information Processor Agreement, duly executed by the third party processor; and
(ii) infoUSA has given written authorization to Customer to allow processor
access to the infoUSA database for Customer's processing, subject to all terms,
conditions, limitations and restrictions in the Agreement.
XI. DISTRIBUTION APPROVAL
infoUSA reserves the right to require Customer to secure InfoUSA's advance
approval of any materials that Customer proposes to mail or otherwise distribute
to any names or addresses provided by infoUSA.
XII. CUSTOMER RESPONSIBILITIES
     1.   infoUSA Inc./InfoUSA Marketing, Inc. and all of their affiliated
companies (hereinafter the "Company") will provide the product/services as
requested by Customer as shown below. Customer will have 4 days after receipt of
the product/services provided by the Company to inspect the product/services and
notify the Company of any problems or mistakes. If the Company has made a
mistake, then the Company will correct the mistake at no additional charge. In
any case, the Company's liability shall be limited to the amount paid to the
Company by Customer. If Customer does not inform the Company within 14 days of
receipt of product/services that there is a problem or mistake, both parties
agree that the product/services are accepted. After the 14-day period has
elapsed. the Company will not have any liability whatsoever to Customer.
     2.   Customer will provide testimonials and Company may reference Customer
directly or indirectly in any of its publicity or marketing materials XIII.
NON-SOLICITATION The parties agree that during the term of the agreement,
neither will directly or indirectly initiate communications with an employee of
the other relating to possible employment with such party. This paragraph shall
not prohibit either party from hiring employees of the other who themselves
initiate communications relating to possible employment.
3.   XII. NON-SOLICITATION
     The parties agree that during the term of the agreement, neither will
directly or indirectly initiate communications with an employee of the other
relating to possible employment with such party. This paragraph shall not
prohibit either party from hiring employees of the other who themselves initiate
communications relating to possible employment.

AUTHORIZED SIGNATURES
Each signatory to this Agreement represents and warrants that he or she has the
authority to execute this Agreement on behalf of his or her party

infoUSA  (must be Level 9 or higher)

Authorized Signature  /s/ Drew Lundgren
                    ------------------------------

Printed Name Title  Drew Lundgren, VP. MID MARKETS
                    ------------------------------

Dated:      8/12/02
       -------------------------------------------

CUSTOMER:

Authorized Signature  /s/ Angelo Tullo
                    ------------------------------

Printed Name Title  Angelo Tullo, President
                    ------------------------------

Dated:      7/31/02
       -------------------------------------------




InfoUSA, inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 3 of 5
<PAGE>
                                    APPENDIX A
                                    ----------
                        CONFIDENTIALITY STATEMENT (NDA)

CONFIDENTIALITY. During die Term, and for a period of two years thereafter, each
----------------
party shall:

(i)  limit access to any Confidential Information of the other party received by
it to its employees who have a need-to-know in connection with the performance
of such party's duties and obligations under this Agreement;

(ii) advise its employees having access 1o the Con fi dim hi I Information of
the other party of the proprietary nature thereof and of ili; obligations set
forth in this Agreement;

(iii) safeguard all Confidential Information of the other party received by it
using a reasonable degree of cane, but not less than that degree of core used by
it in safeguarding its own similar information or material

(iv) Not disclose any Confidential Information of the other party received by it
to third parties otherwise than in conformity with the provisions of this
Agreement;

(v)  not disclose the terms and conditions of this Agreement to any third party;
and

(vi) be responsible for any breath of the terms hereunder by the party or any
person who receives any Confidential Information from such party. Nothing in the
foregoing shall limit Licensor or Licensee use of the Database consistent with
this Agreement. As used in this Agreement, the term "Confidential Information"
means

(a)  any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited Iii, products,
planning information, marketing strategies, plans, finance, operations, customer
relationships, customer profiles, sales estimates, business plans, the Database,
the data elements contained in the database or (lie configuration thereof and
internal performance results relating to the past, present or future business
activities of the parties, their respective parent corporations, their
respective subsidiaries and affiliated companies and the customers, clients and
supplier of any of die foregoing;

(b)  any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords either party a competitive advantage over its
competitors; and

(c)  all confidential or proprietary concepts, documentation, reports, data,
specifications, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and models,
computer software, source code, object code, flow charts, databases, inventions,
information, know-how, show-how and trade secrets, whether or not patentable or
copyrightable.

The term "Confidential Information" shall not include information that:

(I)  was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of the party receiving
such Confidential Information;

(II) was lawfully received by the recipient party from a third party free of any
contractual or fiduciary obligation of confidence to the non-disclosing party in
connection with such Confidential Information;

(III) was already known or in Ihe possession of the recipient party prior to
receipt thereof from the disclosing party, as evidenced by such party's written
records;

(IV) is required to be publicly disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such information
in confidence have been exhausted including, without limitation, giving the
disclosing party as much advance notice of the possibility of such disclosure as
practical so that such disclosing parly may attempt to stop such disclosure or
obtain a protective order concerning such disclosure;

(V)  is filed with any governmental or regulatory authority and available to the
public; or

(VI) is subsequently and independently developed by employees, consultants or
agents of the recipient party without reference to the Confidential Information
disclosed under this Agreement,

The parties agree that money damages would not be a sufficient remedy for breach
of the obligations of confidentiality set forth in this Section 12. Accordingly,
in addition to all other remedies that either party may have in law or in
equity, each such party shall be entitled to specific performance and injunctive
or other equitable relief as a remedy for any breach of the confidentiality by
the other party.

                                                Customer initials ______________
                                                infoUSA initials _______________


Donnelley Marketing Inc. Master Database and Services Agreement To be used for
all data orders oft 10,000 or more
Revised 2/8/02                    Page 5 of5
<PAGE>
                                   APPENDIX B
                                   ----------
                  BUSINESS DATABASE SELECTION & OUTPUT Format

1.     Database SELECTION CRITERIA:     Full US Business Database, one record
                                        -------------------------------------
                                        per location
                                        ------------


2.     GEOGRAPHY: X Total USA           Total      Other
                  -                           ----

3.     Update Frequency: Quarterly
                         ---------

4.     OUTPUT:    Tape     Cartridge    X CD-ROM     Diskette     Other
               ---     ---              -        ---          ---       ---

               X ASCII     EBCDIC     FTP     E-Mail      DLT     Format
               -       ---        --------------------------- ---
5.   DATA ELEMENTS - The Licensed Data shall include the following data
     elements, where available (cheek one):

<TABLE>
<CAPTION>

     278  LAYOUT  (PARTIAL  DATABASE)
----
<S>                         <C>                           <C>
ABI Number                  Headquarters/Branch Code      Secondary SIC Code #3
Ad Size Code                Individual/Firm Code          Secondary SIC Code #4
Address                     Industry Specific Code        Selected SIC Code
Area Code & Phone Number    Key Code                      Slate Abbreviation
Business Name               Last Name                     State Numeric Code
Carrier Route Code          Location Employee Size Code   Subsidiary Parent Number
City                        Location Output/Sales Code    Telephone Number(excluding SIC
Contact Name/Title Address  Office Size Code              80)
County Numeric Code         Population Code               Title Code
Date Added to Database      Primary SIC Code              Ultimate Parent Number
Fax Number                  Production Date (MMDDYY)      Year of First Appearance
First Name                  Professional Title            Zip Code
Franchise/Specialty         Secondary SIC Code #1         Zip+4 Code
Gender Code                 Secondary SIC Code #2
</TABLE>

<TABLE>
<CAPTION>

     .  378  LAYOUT  (THE  278  DATA  ELEMENTS,  PLUS  THE  FOLLOWING)
-----
<S>                           <C>                  <C>
Credit Code                   Secondary City       Total Employee Size Code
Delivery Point Bar Code       Secondary State      Total No. Employees (Actual)
Number of Employees (Actual)  Secondary Zip Code   Total Output/Sales Code
Public Co. Indicator          Slock Exchange Code
Secondary Address             Slock Ticker Symbol
</TABLE>


ADDITIONAL DATA ELEMENTS: (LIST)

OUTPUT SHALL INCLUDE: COMPANY NAME, FULL ADDRESS. PHONE NUMBER, FAX NUMBER. SIC
-------------------------------------------------------------------------------
CODES WITH FULL DESCRIPTIONS FUN TO 4 PER RECORD), GEO CODES AND ABI NUMBER.
---------------------------------------------------------------------------

                                                         Customer initials
                                                                           -----
                                                         (infoUSA initials
                                                                           -----




Donnelley Marketing Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                    Page 5 of 5
<PAGE>