Exhibit 3.7

                           CERTIFICATE OF DESIGNATION

     Angelo  Tullo  certifies  that he is the President and DeVal Johnson is the
Secretary  of YP.Net, Inc., a Nevada corporation (hereinafter referred to as the
"Corporation")  and  that  pursuant  to  the  Corporation's  Certificate  of
Incorporation, as amended, and Section 78.1955 of the Nevada General Corporation
Law, the Board of Directors of the Corporation adopted the following resolutions
effective  on  May 31, 2002, and that none of the shares of Series E Convertible
Preferred Stock referred to in this Certificate of Designation have been issued.

________________________________________________________________________________

          A.     Creation  of  Series  E  Convertible  Preferred  Stock
                 ------------------------------------------------------

     There  is  hereby created a series of preferred stock consisting of 200,000
shares,  par  value  $0.001 and designated as the Series E Convertible Preferred
Stock  ("Preferred  Stock"),  having  the  voting powers, preferences, relative,
participating,  limitations,  qualifications,  optional and other special rights
and  the qualifications, limitations and restrictions thereof that are set forth
below.

          B.     Dividends.
                 ---------

          (a)     The  holders  of  outstanding  shares  of Series E Convertible
Preferred  Stock  shall be equally entitled to receive preferential dividends in
cash  out  of  any  funds  of  the Corporation legally available at the time for
declaration  of dividends, at the dividend rates applicable to each such series,
as  set  forth herein, before any dividend or other distribution will be paid or
declared  and  set apart for payment on any shares of any Common Stock, or other
class  of  stock presently authorized or to be authorized (the Common Stock, and
such  other stock being hereinafter collectively the "Junior Stock") as follows:
Series  E  Convertible Preferred Stock shall receive dividends at the rate of 5%
per  annum  on the liquidation preference per share, payable each March 31, June
30,  September 30 and December 31, commencing with the first such date following
the  issuance  of  such  stock.    Dividends  shall  accumulate from the date of
issuance,  until the first payment date, at which time all accumulated dividends
and  dividends  from  the  date  of  issuance shall be paid if funds are legally
available  at  such  time.  If  funds  are  not  legally available at such time,
dividends  shall  continue  to  accumulate  until  they can be paid from legally
available  funds.

          (b)     The  dividends  on the Series E Convertible Preferred Stock at
the rate provided above shall be cumulative whether or not earned so that, if at
any  time  full  cumulative dividends at the rate aforesaid on all shares of the
Series  E  Convertible  Preferred  Stock then outstanding from the date from and
after  which  dividends  thereon  are  cumulative  to  the  end of the quarterly
dividend  period  next  preceding such time shall not have been paid or declared
and  set  apart  for  payment,  or  if the full dividend on all such outstanding
Series  E Convertible Preferred Stock for the then current dividend period shall
not  have  been  paid  or  declared and set apart for payment, the amount of the
deficiency  shall  be  paid  or  declared and set apart for payment (but without
interest  thereon)  before  any  sum  shall  be  set apart for or applied by the
Corporation  or  a  subsidiary of the Corporation to the purchase, redemption or
other  acquisition of any shares of any other class of stock ranking on a parity
with  the  Series  E Convertible Preferred Stock ("Parity Stock") and before any
dividend  or  other  distribution  shall  be


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paid  or  declared  and set apart for payment on any Junior Stock and before any
sum  shall  be  set  aside  for  or applied to the purchase, redemption or other
acquisition  of  Junior  Stock.

          (c)     Dividends  on all shares of the Series E Convertible Preferred
Stock  shall  begin  to  accrue  and  be  cumulative  from and after the date of
issuance  thereof.  A  dividend  period  shall  be deemed to commence on the day
following  a  quarterly dividend payment date herein specified and to end on the
next  succeeding  quarterly  dividend  payment  date  herein  specified.

          C.     Liquidation  Rights.
                 -------------------

     Upon  the  sale  of  substantially  all  of  the  stock  or  assets  of the
Corporation  in a non-public transaction or dissolution, liquidation, or winding
up  of  the  Corporation,  whether  voluntary or involuntary, the holders of the
Series  E  Convertible  Preferred  Stock shall be entitled to receive out of the
assets  of  the Corporation, before any distribution or payment is made upon the
Common  Stock or any other series of Preferred Stock, an amount in cash equal to
$.30  per  share,  plus  any  accrued  but  unpaid dividends (or, if there be an
insufficient amount to pay all Series E Convertible Preferred Stockholders, then
ratably  among  such  holders).

          D.     Voting  Rights.
                 --------------

     The holders of shares of Series E Convertible Preferred Stock shall have no
voting  rights,  except  as  required  by  law.

          E.     Conversion  of  Series  E  Convertible  Preferred  Stock
                 --------------------------------------------------------

          (a)    HOLDER'S  RIGHT  TO  CONVERT.

                    (i)     Conversion.  The  record  Holder  of  the  Series  E
Convertible  Preferred Stock shall be entitled, after two years from the initial
issuance  of  the  Series  E  Convertible  Preferred Stock and from time to time
thereafter,  at the office of the Company or any transfer agent for the Series E
Convertible  Preferred  Stock,  to  convert  all  or  portions  of  the Series E
Convertible  Preferred  Stock  held  by such Holder, on a one for one basis into
shares  of  the  Common  Stock, together with payment by the holder of $0.45 per
converted  share.

                    (ii)     Mechanics of Conversion. In order to convert Series
E Convertible Preferred Stock into full shares of Common Stock, the Holder shall
(i)  transmit a facsimile copy of the fully executed notice of conversion in the
form attached hereto ("Notice of Conversion") to the Company, which notice shall
specify  the  number  of  shares  of  Series E Convertible Preferred Stock to be
converted,  prior  to  midnight,  New  York  City  time  (the "Conversion Notice
Deadline"), on the date of conversion specified on the Notice of Conversion, and
(ii) promptly surrender the original certificate or certificates therefore, duly
endorsed,  and  deliver  the  original  Notice of Conversion by either overnight
courier  or  2-day  courier,  to  the  office  of  the  Company


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or  of any transfer agent for the Series E Convertible Preferred Stock, together
with payment by certified or bank check for $0.45 per converted share; provided,
however,  that  the  Company  shall  not  be  obligated  to  issue  certificates
evidencing  the  shares  of  Common  Stock  issuable upon such conversion unless
either the certificates evidencing such Series E Convertible Preferred Stock are
delivered  to  the Company or its transfer agent as provided above or the Holder
notifies  the  Company  or  its  transfer agent that such certificates have been
lost,  stolen or destroyed. Upon receipt by the Company of evidence of the loss,
theft,  destruction  or  mutilation  of  the certificate or certificates ("Stock
Certificates")  representing  shares of Series E Convertible Preferred Stock and
(in  the case of loss, theft or destruction) of indemnity or security reasonably
satisfactory  to  the  Company, and upon surrender and cancellation of the Stock
Certificate(s),  if  mutilated,  the Company shall execute and deliver new Stock
Certificate(s)  of  like  tenor  and  date. No fractional shares of Common Stock
shall  be issued upon conversion of the Series E Convertible Preferred Stock. In
lieu  of  any  fractional share to which the Holder would otherwise be entitled,
the  Company  shall  pay cash to such Holder in an amount equal to such fraction
multiplied  by  the value of the Common Stock as determined in good faith by the
Company's  Board of Directors. In the case of a dispute as to the calculation of
the  Conversion  Price,  the  Company's  calculation  shall be deemed conclusive
absent  manifest  error.

     The  Company  shall  issue  and deliver at the address of the Holder on the
books  of the Company (i) a certificate or certificates for the number of shares
of  Common  Stock  equal  to  the  Conversion  Number for the shares of Series E
Convertible  Preferred  Stock  being  so  converted  and  (ii)  a  certificate
representing  the  balance of the shares of Series E Convertible Preferred Stock
not  so  converted,  if  any.  The date on which conversion occurs (the "Date of
Conversion")  shall  be  deemed  to  be  the  date  set  forth in such Notice of
Conversion,  provided  that the copy of the Notice of Conversion is faxed to the
Company  before midnight, New York City time, on the Date of Conversion.  Upon a
conversion  of  shares of Series E Convertible Preferred Stock, the Holder shall
promptly deliver original Stock Certificates representing the shares of Series E
Convertible  Preferred  Stock  to  be  converted  to  the  transfer agent or the
Company.  The  person  or persons entitled to receive the shares of Common Stock
issuable  upon  such  conversion shall be treated for all purposes as the record
holder  or  holders  of  such  shares  of  Common  Stock  on  such  date.

          (b)  Adjustment  to Conversion: (i) If, prior to the conversion of all
Series  E Convertible Preferred Stock, there shall be any merger, consolidation,
exchange  of shares, recapitalization, reorganization or other similar event, as
a  result  of  which shares of Common Stock of the Company shall be changed into
the same or a different number of shares of the same or another class or classes
of  stock  or  securities  of the Company or another entity, then the Holders of
Series E Convertible Preferred Stock shall thereafter have the right to purchase
and  receive  upon  conversion of Series E Convertible Preferred Stock, upon the
basis  and  upon  the  terms  and conditions specified herein and in lieu of the
shares  of  Common  Stock immediately theretofore issuable upon conversion, such
shares of stock and/or securities as may be issued or payable with respect to or
in  exchange  for  the  number of shares of Common Stock immediately theretofore


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purchasable and receivable upon the conversion of Series E Convertible Preferred
Stock  held  by such Holders had such merger, consolidation, exchange of shares,
recapitalization  or  reorganization  not  taken  place,  and  in any such case,
appropriate provisions shall be made with respect to the rights and interests of
the  Holders  of  the  Series  E Convertible Preferred Stock to the end that the
provisions  hereof  (including, without limitation, provisions for adjustment of
the  number  of  shares  issuable  upon  conversion  of the Series E Convertible
Preferred  Stock  otherwise  set  forth  in this Section E.) shall thereafter be
applicable,  as nearly as may be practicable, in relation to any shares of stock
or  securities  thereafter  deliverable  upon  the exercise hereof.  The Company
shall not effect any transaction described herein unless the resulting successor
or  acquiring  entity  (if  not  the  Company) assumes by written instrument the
obligation to deliver to the Holders of the Series E Convertible Preferred Stock
such  shares  of  stock  and/or  securities as, in accordance with the foregoing
provisions,  the  Holders  of  the  Series  E Convertible Preferred Stock may be
entitled  to  purchase.

     (ii)  If, any adjustment under this section would create a fractional share
of  Common  Stock or a right to acquire a fractional share of Common Stock, such
fractional  share shall be disregarded, and the number of shares of Common Stock
issuable  upon  conversion  shall  be  the  next  higher  number  of  shares.


IN  WITNESS  WHEREOF,  the Company has caused this Certificate of Designation of
Series  E  Convertible  Preferred Stock to be duly executed by its President and
attested  to by its Secretary this 25th day of June, 2002, who, by signing their
names hereto, acknowledge that this Certificate of Designation is the act of the
Company  and state to the best of their knowledge, information and belief, under
the  penalties  of  perjury,  that  the  above matters and facts are true in all
material  respects.


                                        YP.NET, INC.


                                        /s/ ANGELO TULLO
                                        ----------------
                                        Angelo Tullo,
                                        President


                                        /s/ DEVAL JOHNSON
                                        -----------------
                                        DeVal Johnson,
                                        Secretary


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