<TABLE>
<CAPTION>
                                                                   Exhibit 10.33

                     BILLING AND RELATED SERVICES AGREEMENT

                                     between

                            ACI COMMUNICATIONS, INC.

                                       and

                                  YP.NET, INC.

                            ACI Communications, Inc.
                               9255 Corbin Avenue
                          Northridge, California 91324
TABLE  OF  CONTENTS

<S>                                                                  <C>
  ARTICLE 1. AGREEMENT AND TERM . . . . . . . . . . . . . . . . . .        1
  SECTION 1.01 AGREEMENT. . . . . . . . . . . . . . . . . . . . . .        1
  SECTION 1. 02 TERM AND RENEWAL. . . . . . . . . . . . . . . . . .        1
  ARTICLE 11. DEFINITIONS . . . . . . . . . . . . . . . . . . . . .        2
  SECTION 2.01 DEFINITIONS. . . . . . . . . . . . . . . . . . . . .        2
  ARTICLE 111. ACI'S OBLIGATIONS. . . . . . . . . . . . . . . . . .        5
  SECTION 3.01 BILLING SERVICES . . . . . . . . . . . . . . . . . .        5
  SECTION 3.02 SAFEGUARDING AND RETENTION OF CUSTOMER DATA. . . . .        5

  ARTICLE IV. PAYMENTS TO ACI . . . . . . . . . . . . . . . . . . .        5
  SECTION 4.01 COMPENSATION To ACI. . . . . . . . . . . . . . . . .        5
  SECTION 4.02 OTHER EXPENSES . . . . . . . . . . . . . . . . . . .        6
  SECTION 4.03 COST OF LIVING ADJUSTMENT. . . . . . . . . . . . . .        6
  SECTION 4.04 REIMBURSEMENT OF EXPENSES. . . . . . . . . . . . . .        6

  SECTION 4.05 PASS-THROUGH OF CERTAIN TAXES. . . . . . . . . . . .        6
  SECTION 4.06 INVOICE AND TIME OF PAYMENT. . . . . . . . . . . . .        6
  ARTICLE V. CUSTOMER OBLIGATIONS . . . . . . . . . . . . . . . . .        7
  SECTION 5.01 BILLING OBLIGATIONS. . . . . . . . . . . . . . . . .        7
  SECTION 5.02 VALIDATION OBLIGATIONS . . . . . . . . . . . . . . .        7
  SECTION 5.03 INSPECTION OF REPORTS AND REMITTANCES. . . . . . . .        7
  SECTION 5.04 COMPLIANCE WITH LAW AND B&C PROCESSOR POLICIES . . .        7
  SECTION 5.05 DATA TRANSMISSION FEES . . . . . . . . . . . . . . .        8
  SECTION 5.06 CUSTOMER REPRESENTATIVE. . . . . . . . . . . . . . .        8
  SECTION 5.07 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . .        8
  SECTION 5.08 PRIORITIES AND COOPERATION . . . . . . . . . . . . .        9
  ARTICLE VI. PROPRIETARY RIGHTS, SOFTWARE, AND DATA. . . . . . . .        9
  SECTION 6.01 ACI SOFTWARE . . . . . . . . . . . . . . . . . . . .        9
  SECTION 6.02 MAINTENANCE AND SECURITY OF CUSTOMER DATA. . . . . .        9
  SECTION 6.03 CONFIDENTIALITY. . . . . . . . . . . . . . . . . . .       10


                                       i
<PAGE>
  ARTICLE VII. CLAIM REVIEW AND ARBITRATION . . . . . . . . . . . .       10
  SECTION 7.01 CLAIM REVIEW . . . . . . . . . . . . . . . . . . . .       10
  SECTION 7.02 ARBITRATION. . . . . . . . . . . . . . . . . . . . .       11
  SECTION 7.03 EXCLUSIVE REMEDY . . . . . . . . . . . . . . . . . .       11
  SECTION 7.04 TAX DISPUTES . . . . . . . . . . . . . . . . . . . .       11
  ARTICLE VIII. TERMINATION                                               12
  SECTION 8.01 TERMINATION FOR CAUSE. . . . . . . . . . . . . . . .       12
  SECTION 8.02 SPECIAL TERMINATION RIGHTS . . . . . . . . . . . . .       12
  SECTION 8.03 TERMINATION FOR BANKRUPTCY AND RELATED EVENTS. . . .       12
  SECTION 8.04 TERMINATION FOR CERTAIN FORCE MAJEURE EVENTS . . . .       13
  SECTION 8.05 TERMINATION FOR REGULATORY EVENT AND/OR LEC POLICIES       13
  SECTION 8.06 RIGHTS UPON TERMINATION. . . . . . . . . . . . . . .       13
  SECTION 8.07 SUSPENSION OF SERVICE. . . . . . . . . . . . . . . .       13
  ARTICLE IX. INDEMNITIES AND LIABILITY . . . . . . . . . . . . . .       14
  SECTION 9.01 INDEMNITIES. . . . . . . . . . . . . . . . . . . . .       14
  SECTION 9.02 INDEMNITY PROCEDURES . . . . . . . . . . . . . . . .       14
  SECTION 9.03 LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES       14
  SECTION 9.04 ACKNOWLEDGMENT . . . . . . . . . . . . . . . . . . .       15
  ARTICLE X. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . .       15
  SECTION 10.01 FORCE MAJEURE . . . . . . . . . . . . . . . . . . .       15
  SECTION 10.02 COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . .       15
  SECTION 10.03 MEDIA RELEASES. . . . . . . . . . . . . . . . . . .       15
  SECTION 10.04 NOTICES . . . . . . . . . . . . . . . . . . . . . .       16
  SECTION 10.05 RIGHTS OF ACI TO PROVIDE SERVICES TO OTHERS . . . .       16
  SECTION 10.06 RELATIONSHIP OF PARTIES . . . . . . . . . . . . . .       16
  SECTION 10.07 AUTHORIZATION . . . . . . . . . . . . . . . . . . .       16
  SECTION 10.08 SEVERABILITY. . . . . . . . . . . . . . . . . . . .       17
  SECTION 10.09 WAIVERS . . . . . . . . . . . . . . . . . . . . . .       17
  SECTION 10. 10 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . .       17
  SECTION 10. 11 ASSIGNMENT . . . . . . . . . . . . . . . . . . . .       17
  SECTION 10. 12 No THIRD PARTY BENEFICIARY . . . . . . . . . . . .       18
  SECTION 10. 13 GOVERNING LAWNENUEJURISDICTION . . . . . . . . . .       18
  SECTION 10. 14 CONSTRUCTION . . . . . . . . . . . . . . . . . . .       18
  SECTION 10. 15 COUNTERPARTS . . . . . . . . . . . . . . . . . . .       18


                                       ii
<PAGE>
SCHEDULES:

  SCHEDULE 2.01 ACCEPTABLE CALL TYPES . . . . . . . . . . . . . . .       19
  SCHEDULE 3.01 BILLING SERVICES. . . . . . . . . . . . . . . . . .       20
  SCHEDULE 3.02 BILLING RELATED SERVICES. . . . . . . . . . . . . .       30
  SCHEDULE 3.03 ADDITIONAL SERVICES . . . . . . . . . . . . . . . .       32
  SCHEDULE 3.04 SAFEGUARDING AND RETENTION OF CUSTOMER DATA . . . .       33
  SCHEDULE 4.01 TERM AND COMPENSATION To ACI. . . . . . . . . . . .       34
  SCHEDULE5.01 CUSTOMER BILLING OBLIGATIONS . . . . . . . . . . . .       37
  SCHEDULE 5.07 REPRESENTATIONS AND WARRANTIES. . . . . . . . . . .       39
</TABLE>


                                       iii
<PAGE>
                     BILLING AND RELATED SERVICES AGREEMENT

     This  Billing and Related Services Agreement (the "Agreement"), dated as of
September 1, 2001 (the "Effective Date"), is between ACI Communications, Inc., a
Delaware  corporation  ("Aff'),  and  YP.Net,  Inc.,  a  Nevada  corporation
("Customer").

RECITALS:

WHEREAS,  ACI  is  a  party  to  various  B&C  Contracts  (as  defined  below);

     WHEREAS,  Customer provides various telecommunications services directly or
indirectly  to  End  Users  (as  defined  below)  and desires to utilize the B&C
Contracts  to  bill  End Users for certain of such services provided by Customer
and  such  other  services  as  may  be  offered  by  ACI;  and

     WHEREAS,  ACI  desires  to  assist  Customer,  through  the  use of its B&C
Contracts  and  other  information technology capabilities, in billing End Users
and  providing  other services, all upon the terms and subject to the conditions
set  forth  in  this  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing, and other good and
valuable  consideration,  the  receipt  and  adequacy  of  which  are  hereby
acknowledged,  the  parties  agree  as  follows:



                          ARTICLE 1. AGREEMENT AND TERM

Section  1.01     Agreement
During  the  Term (as defined below), ACI will provide to Customer, and Customer
will  purchase  from  ACI,  the  Services, all upon the terms and subject to the
conditions  set  forth  in  this  Agreement.

Section  1.02  Term  and  Renewal

(a)  The  term  of  this  Agreement shall be for thirty-six (36) calendar months
commencing  on  the  first  day  a  Message  is forwarded to ACI by Customer for
Services  (the  "Services  Commencement  Date")  (the "Terrrf'). On or after the
Effective  Date,  Customer  will  subrnit  its  Messages  (as defined below) and
related  data  to ACI for Services under this Agreement and ACI will, during the
Term,  be the provider of such Services to Customer. The last day of the Term as
so  determined  will  be referred to as the expiration date ("Expiration Date").

(b)  Notwithstanding  the  provisions  of  Section  1.02(a),  the  Term  will
automatically  be  extended for successive one-year periods after the Expiration
Date  unless  either of the parties notifies the other party in writing at least
ninety  (90)  days  prior  to  the Expiration Date, or at least ninety (90) days
prior to the end of any such one-year extension period, as the case may be, that
the  Term  will  not  be  so  extended.


                                        1
<PAGE>
                             ARTICLE 11. DEFINITIONS

Section  2.01  Definitions

As  used in this Agreement (including the Schedules attached to this Agreement),
the  terms  set forth below will have the following respective meanings and will
be  equally  applicable  to  both  the  singular  and  plural forms of the terms
defined:

"ACI"  has  the  meaning  set  forth  in  the  preamble  of  this  Agreement.

"ACI  Software"  means any Software that is owned by ACI (and not proprietary to
any other party), including but not limited to the ProAct software, and operated
by  ACI in connection with the providing of Services pursuant to Section 6.01 of
this  Agreement.

"Additional  Services"  has  the  meaning  set  forth  in  Section.3.01.

"Agreement"  has  the  meaning  set  forth  in  the  preamble  hereof.

"Approved  Message Format" has the meaning set forth in Section l(c) of Schedule
3.01.

"B&C  Contract" means any contract or agreement to which ACI is a party relating
to  billing  and  collection  services.

"B&C  Processor" means a LEC (as defined below) or other entities with which ACI
has  a  B&C  Contract.

"B&C  Processor-Calculated  Taxes"  has the meaning set forth in Section 3(a) of
Schedule  3.01.

"B&C  Processor  Fees"  means  any  fee  charged  by  a  B&C  Processor.

"B&C  Processor  Policies"  means those current and revised policies required by
the  B&C  Processors  on  ACI  and  required  of  ACI's  customers.

"Base  Index"  has  the  meaning  set  forth  in  Section  4.03.

"Billable Messages" means those Messages that: (i) consist of telephone calls to
be  billed to telephone numbers having NPA area code numbers and NXX code prefix
numbers  that  (a) are listed on ACI's then current On-Net File and (b) have not
been  rejected  by  ACI  and (c) are in an acceptable calltype, as identified in
Schedule  2.01  hereto; or (ii) any other service(s) provided to End Users which
are billed to an End User by the B&C Processors and which have been approved for
billing  by the applicable B&C Processor and ACI. Notwithstanding the foregoing,
Messages  that  do  not  otherwise  meet the tenns of this Agreement will not be
accepted  by  ACI  for  billing.

"Billing  Services"  has  the  meaning  set  forth  in  Section  3.01.

"Billing  Services  Charges"  has  the  meaning  set  forth  in  Section  4.01.

"Billing-Related  Services"  has  the  meaning  set  forth  in  Section  3.01.

"Billing-Related  Services  Charges"  has the meaning set forth in Section 4.01.


                                        2
<PAGE>
"Business  Day"  means  any day except a Saturday, Sunday, or other day on which
national  banking  associations  in  Los  Angeles,  California are authorized or
required  by  law  to  close.

"Certifications"  has  the  meaning  set  forth  in  Section  5.04.

"Complaint  Processing  Services"  has  the  meaning  set  forth in Section 2 of
Schedule  3.02.

"Confidential  Information"  has  the  meaning  set  forth  in  Section  6.03.

"CPI"  has  the  meaning  set  forth  in  Section  4.03.

"Current  Index"  has  the  meaning  set  forth  in  Section  4.03.

"Customer-Calculated  Taxes"  has  the  meaning  set  forth  in  Section 2(a) of
Schedule  5.01.

"Customer  Data"  means  the  data  specific to the business, customers, and End
Users  of  Customer with respect to which Services are to be provided under this
Agreement.

"Customer  Representative"  has  the  meaning  set  forth  in  Section  5.06.

"Data  Files"  has  the  meaning  set  forth  in  Section l(e) of Schedule 3.01.

"Deduction"  has  the  meaning  set  forth  in  Section  2(f)  of Schedule 3.0l

"Disbursements"  has  the  meaning  set  forth in Section 2(b) of Schedule 3.01.

"Effective  Date"  has  the meaning set forth in the preamble of this agreement.

"End  User" means the ultimate customer of the telephone or information services
provided  by  Customer.

"Equipment"  has  the meaning set forth in Section 4 of Attachment I to Schedule
3.0  1

"Expiration  Date"  has  the  meaning  set  forth  in  Section  1.02(a).

"FCC"  means  the  Federal  Communications  Commission.

"Foreign  Intrastate  Taxes"  means  all  local  and  state  intrastate  levies,
surcharges,  taxes,  or  tax-like  charges  applicable  to  each  Message  that
originates  and  terminates  within  the same state and that is billed to an End
User  residing  in  any  other  state.

"Governmental  Authority"  means  any  nation  or government, any state or other
political  subdivision  thereof  and  any entity exercising executive, judicial,
regulatory,  or  administrative  functions  of  or  pertaining  to  government
(including,  without  limitation,  the  FCC  and  any  PUC  (as defined below)).

"Inquiry  Services"  has  the  meaning  set forth in Section I of Schedule 3.02.


                                        3
<PAGE>
"Late  Payment Rate" means an annual rate of interest equal to the lesser of (a)
4% per annum more than the prime rate established from time to time by Citibank,
N.A.,  New  York,  New  York,  or  (b)  the  maximum rate of interest allowed by
applicable  law.

"Laws"  has  the  meaning  set  forth  in  Section  5.04.

"LEC"  means  any Bell Operating Company, independent local exchange company, or
provider  of  local telephone services that is a party to a B&C Contract through
which  ACI  is  able  to  provide  Billing  Services.

"License"  means the license granted during the Term by ACI to Customer pursuant
to  Section  I  of  Attachment  2  to  Schedule  3.01.

"Licensed  Program"  means  the  ProAct  program  licensed  to  Customer by ACI.

"Message"  means  a call record for direct dialed calls, operator-assisted third
party  calls,  collect  calls,  telephone  calling  card calls, person-to-person
calls,  and  such  other  legally  permitted telephone calls and services as the
parties  may mutually agree, each of which was originated by an End User through
Customer.

"Minimum  Message Requirement" means the obligation of Customer to submit to ACI
for  billing at least the number of Billable Messages each month during the Term
specified  in  Section  l(b)  of  Schedule  4.01.

"On-Net  File"  means the listing from time to time of (a) NPA area code numbers
and  NXX  prefix  numbers and (b) Special Calling Card Numbers applicable to the
LECs.

"Person"  means  any  individual,  corporation,  partnership,  joint  venture,
association,  trust,  or  any  other  entity  or  organization  of  any  kind or
character,  including  a  Governmental  Authority.

"PUC" means the public utility commission, public service commission, or similar
commission  or  agency of any state exercising authority over telecommunications
services.

"Refund"  has  the  meaning  set  forth  in  Section  2(f)  of  Schedule  3.01.

"Rejected  Messages" has the meaning set forth in Section l(d) of Schedule 3.01.

"Remittances"  has  the  meaning  set  forth  in  Section 2(a) of Schedule 3.01.

"Reserve"  means the reserve for bad debts established by ACI upon expiration or
termination  of  this  Agreement  pursuant  to  Section  2(c)  of Schedule 3.01.

"Reserve  Event"  has  the  meaning  set forth in Section 2(c) of Schedule 3.01.

"Returned  Messages" has the meaning set forth in Section l(f) of Schedule 3.01.

"Services"  means the services to be provided by ACI pursuant to this Agreement,
consisting  of  the  Billing  Services,  the  Billing-Related  Services, and the
Additional  Services.


                                        4
<PAGE>
"Services  Commencement  Date"  has  the  meaning  set forth in Section 1.02(a).

"Software"  means: (a) computer programs, including without limitation software,
application  programs,  operating  systems, files, and utilities; (b) supporting
documentation for such computer programs, including without limitation input and
output  formats,  program  listings,  narrative  descriptions,  and  operating
instructions;  and  (c)  the  tangible  media  upon  which  such  programs  and
documentation  are  recorded, including without limitation hard copy, tapes, and
disks.


                                        5
<PAGE>
"Special  Calling Card Numbers" means non-line number-based calling card numbers
applicable  to  the  LECs  from  time  to  time.

"Special  Service Message" has the meaning set forth in Section 1(h) of Schedule
3.01.

"Sub-CIC"  has  the  meaning  set  forth  in  Section  l(g)  of  Schedule  3.01.

"System"  has  the  meaning  set  forth  in  Section  4(a)  of  Schedule  3.01.

"Taxes"  means any taxes, however designed or levied, based upon amounts payable
to ACI pursuant to this Agreement, including state, local and federal taxes, and
any  taxes  or  amounts in lieu thereof paid or payable by ACI in respect of the
foregoing, exclusive, however, of franchise taxes, taxes based on the net income
of  ACI  and  taxes  on  any  property  owned  or  leased  by  ACL

"Tax  Returns"  means  returns,  declarations,  reports,  claims for refund, and
informational  returns  or statements relating to Taxes, including any schedules
or  attachments  thereto.

"Terin'  'has  the  meaning  set  forth  in  Section  1.02(a).

"True-Up  Reconciliation"  has the meaning set forth in Section 2(f) of Schedule
3.01.

"True-Up  Reserve"  has  the meaning set forth in Section 2(c) of Schedule 3.01.


                         ARTICLE 111. ACI'S OBLIGATIONS

Section  3.01     Billing  Services

With  respect  to  the  Billable  Messages  Customer  delivers to ACI, ACI, as a
limited  agent  for  Customer,  agrees  to  provide  the  billing and collection
services  described  in  Schedule  3.01  (the  "Billing  Services")  to Customer
pursuant  to  this  Agreement. ACI may provide the billing inquiry and complaint
processing  services described in Schedule 3.02 (the "Billing-Related Services")
and  any  other  services  mutually  agreed  upon  in writing becoming a part of
Schedule 3.03 ("Additional Services"). Customer acknowledges and agrees that ACI
is  not  deemed  a  fiduciary,  trustee,  employee,  or  joint  venturer  in its
performance  of  this  Agreement.

Section  3.02     Safe2uarding  and  Retention  of  Customer  Data

ACI will maintain safeguards against the destruction, loss, or alteration of the
Customer  Data  in  the  possession  of  ACL


                                        6
<PAGE>
                           ARTICLE IV. PAYMENTS TO ACI

Section  4.01     Compensation  to  ACT

In  consideration  for  the  Services,  Customer  shall  pay  to ACI the Billing
Services  Charges described in Section I of Schedule 4.01 (the "Billing Services
Charges"),  charges  for  any  Billing-Related  Services provided to Customer as
described  in  Sections  2 and 3 of Schedule 4.01 (the "Billing-Related Services
Charges")  and  any charges for Additional Services as set forth in any Schedule
3.03,  as  may  be  amended  by ACI from time to time, (the "Additional Services
Charges"). Customer acknowledges and agrees that ACI may deduct Billing Services
Charges,  Billing-Related  Services Charges and Additional Services Charges from
the  Remittances  it  receives  from  the B&C Processors prior to forwarding the
Disbursements  to  Customer. Any amounts owing to ACI pursuant to this Agreement
that  are not paid when due and payable will thereafter bear interest until paid
at  the  Late  Payment  Rate.

Section  4.02     Other  Expenses

Customer  will  pay  all  fees  and  expenses  of  ACI  for  reruns or otherwise
necessitated:  (a)  by  incorrect,  incomplete,  or  omitted  data  or erroneous
instructions  supplied  to ACI by or through Customer; (b) for the correction of
programming,  operator,  and  other processing errors caused by Customer, or its
respective  employees  or  agents; and/or (c) by incorrect reports that were not
rejected  by  Customer  within  the applicable time periods set forth in Section
5.03.

Section  4.03     Cost  of  Living  Adeustment

If  the  Consumer  Price  Index  for  All  Urban  Consumers, All Cities Average,
1982-84=100, as published by the Bureau of Labor Statistics of the Department of
Labor  (the  "CPI"),  is  on January I of any year during the Term (the "Current
Index")  higher  than  the highest CPI on January 1 of any prior year during the
Term  (the  "Base  Index"),  then,  effective  as of such January 1, all amounts
payable  to  ACI  pursuant to this Agreement, as previously adjusted pursuant to
this  Section  4.03,  may  be  increased  thereafter  by the percentage that the
Current  Index  will  have  increased  from  the Base I~dex, and such amounts as
increased  pursuant  to this Section 4.03 will be deemed incorporated herein. If
the Bureau of Labor Statistics stops publishing the CPI or substantially changes
the  content  or  format  thereof,  the parties will substitute therefor another
comparable  measure published by a mutually agreeable source; provided, however,
that if such change is merely to redefine the base year for the CPI from 1982-84
to  some  other  year(s),  the parties will continue to use the CPI but will, if
necessary,  convert either the Base Index or the Current Index to the same basis
as  the  other  by  multiplying such Index by the appropriate conversion factor.

Section  4.04     Reimbursement  of  Expenses

Any  addition  to  any other payments specified in this Agreement, Customer will
pay,  or  reimburse  ACI  for,  all  actual  out-of-pocket  costs  and expenses,
including without limitation travel and travel-related expenses, incurred by ACI
in  connection  with  the  performance  of  its obligations under this Agreement
provided such expenses are approved in advance by Customer which approval cannot
be  unreasonably  withheld  or  delayed.


                                        7
<PAGE>
Section  4.05     Pass-Throu2h  of  Certain  Taxes

There  will  be added to any amounts due under this Agreement, and Customer will
pay directly (or if ACI has for any reason made payment, promptly reimburse ACI)
for any Taxes, however designated or levied by any Governmental Authority solely
by reason of the performance, sales, license or use of any Service (or Software)
or  any  other  items  pursuant to this Agreement. To the extent ACI receives or
becomes  entitled  to any refund, rebate or abatement with respect to Taxes paid
directly  (or  reimbursed)  by  Customer, ACI shall promptly pay to Customer the
entire  refund,  rebate  or  abatement.

Section  4.06     Invoice  and  Time  of  Payment.

Any  amount  due  ACI pursuant to this Agreement for which a time for payment is
not  otherwise  specified will be due and payable thirty (30) days after receipt
by  Customer  of  the  invoice  from ACI therefore, all invoiced amounts due ACI
pursuant  to, and not paid in accordance with, this Agreement may be deducted by
ACI from the Remittances it receives from the B&C Processors prior to forwarding
the  Disbursements  to  Customer.  Any  amount  owing  to  ACI  pursuant to this
Agreement  that  is  not paid when due and payable will thereafter bear interest
until  paid  at  the  Late  Payment  Rate.

                         ARTICLE V. CUSTOMER OBLIGATIONS

Section  5.01     Billing  Obli2ations

In  connection with the Services to be provided by ACI and in addition to any of
Customer's  obligations described in Schedule 3.01, Customer will timely perform
those  obligations  described  in  Schedule  5.01  and  Schedule  5.07.

Section  5.02     Validation  Obli2ations

During  the  Term,  Customer will at all times perform, or cause to be performed
where appropriate, call validation and Customer will only submit Messages to ACI
that  have  received  a  positive  validation  as  provided  below:

During  the  Term,  Customer  will  validate, or cause to be validated, using an
ACI-approved  method,  or  will cause to be validated by an ACI-approved vendor,
the  following:  (a)  All  telephone calls for which validation is mandated by a
Governmental  Authority;  (b)  All  telephone  calls  for  which  validation  is
specifically  required  by  a  B&C Processor pursuant to a B&C Contract; (c) All
operator  assisted third party calls (whether automated or assisted by telephone
operator),  collect calls, telephone calling card calls, person-to-person calls;
and  (d)  All  telephone  calls,  the collection for which is deemed to be below
industry  standards  or  not  in  accordance  with  industry  practice.


                                        8
<PAGE>
Section  5.03     Inspection  of  Reports  and  Remittances

Customer  will  inspect  and  review  all  reports  and  Remittance  information
submitted  by ACI to Customer for review, which includes, but is not limited to,
reports  generated  through  the  Licensed  Program,  and will notify ACI of its
rejection of any incorrect reports and Remittance information within thirty (30)
days  after  receipt  thereof  provided  that  any such incorrect information is
identifiable  within  the  report  and/or  Remittance information. Failure to so
reject  any  such  report  or  information  will  constitute acceptance thereof.

Section  5.04     Compliance  with  Law  and  B&C  Processor  Policies

Customer  will:  (a)  obtain  and maintain all licenses, franchises, privileges,
permits,  consents,  exemptions,  certificates  (including  without  limitation
certificates  of  public  convenience  and  necessity),  registrations,  orders,
approvals,  authorizations  and similar documents and instruments (collectively,
the  "Certifications")  that  are  required by any Governmental Authority having
jurisdiction  over  the business and operations of Customer; (b) comply with all
laws  and  all  applicable  rules,  regulations  and  other  requirements of any
Governmental  Authority  (collectively  "Laws"); and (c) B&C Processor Policies.
Customer  will, upon the execution of this Agreement, provide ACI with a copy of
each  such  Certification  or  other  written  evidence  of compliance with such
requirements  by  Customer.  Customer will promptly notify ACI in writing of any
expiration,  amendment, or renewal of any such Certification. In connection with
the  provision  of  services  to End Users, Customer will comply in all respects
with  the  Certifications  and  Laws  related  thereto.  ACI  may terminate this
Agreement  pursuant  to  Section  8.01  upon  the  failure  of

YP.Net,  Inc.     7     ouk-

YP.  Net  B&C  092001     initials
Draft  Date:  10/1/2001

Initials

Customer  to obtain or maintain in full force and effect, or to comply with, any
such  Certification  and/or  Laws.

Customer  understands  and agrees that any program, service, and/or product that
it  desires  to bill via any B&C Processor must be first approved by ACI and the
applicable  B&C  Processor.  Customer  agrees  to submit any and all information
relating  to  any  and  all such programs, services, and/or products of Customer
requested  by  ACI. Customer understands and agrees that ACI may provide all the
information  set  forth in the previous section to any B&C Processor, which such
provision  is  not  a  breach  of  Section  6.03  of  this  Agreement.

Section  5.05     Data  Transmission  Fees

Customer  is  responsible for all charges attributed to the transmission of data
between  ACI  and  the  Customer  and  ACI  and  the B&C Processor. In addition,
Customer  is  responsible  for  the  acquisition  and provision of any equipment
including, without limitation, terminals, printers and modems (but excluding any
data  telecommunication  lines or equipment at or between any ACI data centers),
that  are  necessary  or appropriate for Customer to access Customer data at any
ACI  data  center. Customer is solely responsible for entering into arrangements
with  data  telecominunication  network  carriers for the provision of access to
such  networks  and  pay  any usage costs or charges relating thereto, as may be
necessary  or  appropriate  for Customer to access Customer data at any ACI data
center.


                                        9
<PAGE>
Section  5.06     Customer  Representative

Upon the Effective Date, Customer will designate and furnish to ACI the name of,
and  will  at  all  times during the Term maintain, a representative of Customer
(the  "Customer  Representative") who will be an officer or employee of Customer
and  who  will  be  authorized to act as the primary point of contact for ACI in
dealing  with Customer with respect to the Services. Customer will notify ACI in
writing  of  any  change  in the person acting as the Customer Representative at
least  ten  (10)  days  prior  to the effectiveness of such change. The Customer
Representative  will  be responsible for directing, insofar as ACI is concerned,
all  activities  of Customer affecting the provision by ACI of the Services. ACI
will be entitled to rely upon any instructions or information provided to ACI by
the  Customer  Representative  or other representative of Customer, and ACI will
incur  no  liability  in  so  relying.  Customer hereby agrees and confirms that
Customer  is  fully  responsible financially and otherwise for all instructions,
data,  and/or  information  provided  to  ACI, whether or not such instructions,
data,  and/or  information  is  accurate,  complete,  truthful,  or  genuine.

Section  5.07     Representations  and  Warranties

Customer  hereby  represents  and  warrants  to  ACI  as  follows:

     (a)  Organization; Authority. Customer is duly organized, validly existing,
and  in  good  standing  under the laws of its state of organization and has the
power  and authority to enter into this Agreement and to perform its obligations
hereunder.

     (b)  Binding  Obligation.  This Agreement constitutes the legal, valid, and
binding  agreement  of Customer, enforceable against Customer in accordance with
its  terms,  except  as  the  same  may  be  limited  by bankruptcy, insolvency,
reorganization,  moratorium, or similar laws now or hereafter in effect relating
to  creditors'  rights  and  general  principles  of  equity.

     (c)     No  Conflicts. Neither the execution and delivery of this Agreement
by  Customer  nor  the performance by Customer of its obligations hereunder will
(i)  conflict  with  or  result  in  a  breach  of  any

provision  of  the organizational or other governing documents of Customer, (ii)
result  in  a  violation  of  or  default under any of the terms, conditions, or
provisions  of  any  material  license, agreement, lease, or other obligation to
which  Customer is a party or by which it is bound or (iii) violate any material
order,  writ,  injunction,  decree,  statute,  rule, or regulation applicable to
Customer  or  its  properties  or  assets.

     (d)  Governmental Consents. Customer has filed all tariffs and has obtained
all  governmental  and regulatory authorizations, approvals, and other consents,
all  of  which  are  in  full  force and effect, that are required by law or any
Governmental  Authority  for  the  provision  by  Customer of telecommunications
services  to  End  Users.

     (e)     Additional  Representations Warranties, Covenants and Agreements of
Customer.  Customer  represents,  warrants,  and  covenants as to those items in
Schedule  5.07.


                                       10
<PAGE>
     (f)     Continuing  Warranty.  Each  submission by Customer of a Message to
ACI  for  processing  is  a reaffirmation of each representation and warranty of
Customer  as  of  the  date  of  each  such  submission.

Section  5.08     Priorities  and  Cooperation.

     Customer  will  cooperate  with  ACI:  (a)  to establish the Services to be
provided to Customer; and (b) act in good faith in the performance of Customer's
activities  contemplated  by  this Agreement, Customer, among other things, will
make  available,  as  reasonably requested by ACI, such information, facilities,
management  decisions,  approvals,  authorizations and acceptances in order that
ACI's  provision  of  Services  under  this  Agreement  may be accomplished in a
proper,  timely  and  efficient  manner.



               ARTICLE VI. PROPRIETARY RIGHTS, SOFTWARE, AND DATA

Section  6.01     ACI  Software

The  ACI  Software, any developments, improvements, modifications, additions, or
enhancements  made  by  or  for  ACI  to  any  ACI Software and any new Software
developed  or  created by or for ACI pursuant to this Agreement will be and will
remain  solely  ACI's  property, as appropriate. Customer will have no ownership
rights  or  other  rights to any of such items, except as expressly set forth in
Attachment  2  of  Schedule  3.01  with  respect  to  the  License.

Section  6.02     Maintenance  and  Security  of  Customer  Data

Customer  will  establish  one year's backup of the Customer Data subn-fitted to
ACI  for  billing  and  will  keep backup data and data files in its possession;
provided,  however,  that  ACI will have such access to any such backup data and
data  files  as is reasonably required by ACI in connection with the performance
of the Services. ACI will require users of the Software operated by ACI to enter
a  valid password in order to gain access to certain applications, functions and
databases  that  contain  the  Customer  Data. ACI will secure the Customer Data
using  Software  that  restricts  access to the Customer Data and assists in the
administration  of the security of the Customer Data. ACI will have the right to
retain  copies  of any Customer Data that ACI deems necessary or appropriate for
the  purpose  of performing any services under this Agreement including, without
limitation,  with  respect  to  remittance  processing  services  performed  in
accordance  with  Section  2  of  Schedule  3.01  hereto.

Section  6.03     Confidentiality

Except  as  otherwise provided in this Agreement, each of the parties agree that
all  information  communicated to it by the other party, whether before or after
the  Effective  Date, will be designated confidential information ("Confidential
Information"),  and  will  be deemed to have been, received in strict confidence
and will be used only for the purposes of carrying out the obligations of, or as
otherwise  contemplated  by, this Agreement. Without obtaining the prior written
consent  of  the  other party, neither party will disclose any such Confidential
Information  received from the other party; provided, however, that this Section
6.03 will not prevent a party from disclosing any such information that: (a) was
already  in  the  possession  of  such  party  without  being  subject  to other
confidentiality obligations; (b) is or becomes generally available to the public
other  than  as  a  result,  directly  or  indirectly,  of  a disclosure of such
Confidential  Information  by  such party or by other persons to whom such party
disclosed  such  information;  (c)  is  or  becomes available to such party on a
nonconfidential  basis  from  a  source  other  than  the  other  party  or  its
representatives,  provided  that  such  source is not bound by a confidentiality
agreement  with  the  other  party; (d) is independently developed by such party
without  the  use of the other party's Confidential Information; (e) is required
to  be  disclosed  pursuant to an arbitration proceeding conducted in accordance
with  Article  VII, provided that such disclosure is made in accordance with the
approval and at the direction of the Arbitrator; (f) is required to be disclosed
pursuant to a requirement of any Governmental Authority or any statute, rule, or
regulation, provided that such party gives the other party prompt notice of such
requirement  prior  to any such disclosure; or (g) is reasonably necessary to be
disclosed  in  connection  with  a  billing  inquiry  by  an  End  User.


                                       11
<PAGE>
                    ARTICLE VII. CLAIM REVIEW AND ARBITRATION

Section  7.01     Claim  Review

In  the  event  of any dispute, controversy, or claim between the parties of any
kind  or  nature,  including  but  not  limited  to disputes arising under or in
connection with this Agreement (including disputes as to the creation, validity,
interpretation,  breach,  or termination of this Agreement) (the "Claim"), then,
upon  the  written  request  of either party, each of the parties will appoint a
senior manager designated to meet for the purpose of endeavoring to resolve such
Claim.  The  designated  representatives  will  meet  as  often  as  the parties
reasonably  deem  necessary  to  gather and furnish to the other all information
with  respect  to the matter in issue that the parties believe to be appropriate
and germane in connection with its resolution. Such representatives will discuss
the  Claim and negotiate in good faith in an effort to resolve the Claim. During
the course of such negotiation, all reasonable requests made by one party to the
other  party  for  information will be honored in order that each of the parties
may  be  fully  advised as to the facts and circumstances surrounding the Claim.
However,  the parties acknowledge and agree that it is costly and time consuming
to  retrieve  certain  historical  data.  Therefore, the parties acknowledge and
agree  that  only  data  routinely  provided  from one party to another during a
designated  Claim  period  shall  be  required.  The  specific  format  for such
discussions will be left to the discretion of the designated representatives but
may  include  the  preparation  of  agreed  upon  statements  of fact or written
statements  of  position furnished to the other party. No formal proceedings for
the resolution of such Claim may be commenced until the earlier to occur of: (a)
the  designated  representatives  conclude  in  good  faith  that  an  amicable
resolution  through continued negotiation of the matter in issue does not appear
likely;  or  (b)  the sixtieth (60'b) day after the initial request to negotiate
such  dispute,  controversy,  or claim. The Parties agree that no Claim(s) older
than  one (1) year from inception or discovery of such Claim(s) shall be pursued
in  any  manner.

Section  7.02     Arbitration

(a)  If  the  parties are unable to resolve any Claim in accordance with Section
7.01,  the parties agree to submit such Claim to binding arbitration by a single
arbitrator  pursuant  to  the  Commercial  Arbitration  rules  of  the  American
Arbitration  Association. A party may demand such arbitration in accordance with
the  procedures  set  out  in  those  rules.


                                       12
<PAGE>
(b) Discovery shall be controlled by the arbitrator and shall be governed by the
Federal  Rules  of  Civil  Procedure.  If  decided  by the Arbitrator, the party
seeking  discovery  shall  reimburse  the  responding  party for the cost of the
production  of  documents,  including  search  time  and reproduction costs. The
arbitration  shall  be  held  in  Los Angeles County, California. The arbitrator
shall  control  the  scheduling  so  as to process the matter expeditiously. The
parties  may  submit  written  briefs. The arbitrator shall rule on the Claim by
issuing  a  written  opinion within thirty (30) calendar days after the close of
the  hearings.  The  time  frames specified in this Section 7.02 may be extended
upon mutual agreement of the parties or by the arbitrator upon a showing of good
cause.

(c)  Except  as provided in (b) above, each party shall bear its own fees, costs
and  expenses  of  arbitration, including its own legal and expert witness fees.
The  parties shall equally split the fees of the arbitration and the arbitrator.
The  arbitrator  may  award reimbursement of costs and/or fees to the prevailing
party.

(d)  Any award rendered by the arbitrator will be final, conclusive, and binding
upon  the  parties,  and any judgment thereon may be entered and enforced in any
court  of  competent  jurisdiction.

Section  7.03     Exclusive  Remedy

Other  than  those matters involving injunctive relief as a remedy or any action
necessary  to  enforce  the  award of the Arbitrator, the parties agree that the
provisions  of  this  Article VII are a complete defense to any suit, action, or
other  proceeding  instituted in any court or before any administrative tribunal
with  respect  to  any  dispute,  controversy,  or  claim  arising  under  or in
connection  with  this Agreement or the provision of Services by ACI. Nothing in
this  Article  VII  will  prevent  the  parties  from exercising their rights to
tertninate  this  Agreement  in  accordance  with  Article  VIII.

Section  7.04     Tax  Disputes

Notwithstanding  the  provisions of this Article VII, if Customer disputes ACI's
determination  that any Taxes are payable by ACI on ACI's behalf or on behalf of
Customer,  disagrees with an assessment of any additional Taxes due by ACI or by
Customer as a result of ACI's performance of any obligation under this Agreement
or disagrees with a determination that any Taxes are applicable to ACI's billing
to  Customer  for  Services  under  this Agreement, Customer will, at Customer's
option  and expense (including without limitation payment for any Taxes prior to
final resolution of the issues), have the right to seek administrative relief, a
ruling,  judicial  review  (original  and appellate level), or other appropriate
review  as  to the applicability of any such Tax or to protest any such Tax, but
Customer  will  be liable for any Tax ultimately determined to be due. ACI will,
when  requested  by Customer and at Customer's expense, cooperate or participate
with  Customer  in  any  such  proceeding,  protest  or  legal challenge and may
participate,  at  ACI's  expense,  in  any  such  proceeding,  protest  or legal
challenge  if  Customer  does  not  so  request.


                                       13
<PAGE>
                            ARTICLE VIII. TERMINATION

Section  8.01     Termination  for  Cause

Subject  to  Section 10.01, if either party materially or repeatedly defaults in
the  performance of any of its duties or obligations under this Agreement, which
default  is  not  substantially  cured  within  twenty  (20) business days after
written notice is given to the defaulting party specifying the default, then the
nondefaulting  party  may,  by  giving  written notice thereof to the defaulting
party,  terminate  this  Agreement  as  of the date of receipt by the defaulting
party  of  such  notice  or  as  of  a  future  date specified in such notice of
termination.

Section  8.02     Special  Termination  Riehts

Without notice, ACI may stop processing all or some of the Messages of Customer,
or  terrifinate the Agreement (subject to Section 8.07 of the Agreement), if ACI
determines  in  its sole discretion that the processing of Messages on behalf of
Customer,  or  the  continuation  of  the processing of Messages, in whole or in
part,  has  or  shall:

(a)  Negatively  effect  the goodwill, reputation, profitability, or business of
ACI.

(b)Threaten  the  termination  of  or negatively impact any B&C Contract of ACI.

(c)  Negatively  impact  ACI's  relationship  with  any  B&C  Processor.

(d)  Result  in  or  has  already  resulted  in the scrutiny (informal or formal
investigation,  or  otherwise)  of  Customer,  ACI,  or  any  Person,  by  any
Governmental  Authority  (including  but  not limited to, the FCC, FTC, PUCs and
attorney  generals).

(e)  Has resulted in or may result in the violation of any rule, ordinance, Law,
order,  decision,  judgment,  or  policy  of  any  Government Authority, any B&C
Processor  and/or  ACI.

(f)  Has  resulted  in  or  may  result in a legal proceeding, including but not
limited  to  litigation,  arbitration or administrative proceeding involving ACI
either  as  a party or as a non-party (including, but not limited to, ACI having
to  provide  documents  and/or  deponents).

Section  8.03     Termination  for  Bankruptcy  and  Related  Events

If either party is declared bankrupt, is the subject of any proceedings relating
to  its liquidation, insolvency, or for the appointment of a receiver or similar
officer  for  such  party,  makes  an  assignment  for  the  benefit  of  all or
substantially  all  of  its  creditors,  or  enters  into  an  agreement for the
composition,  extension,  or  readjustment  of  all  or substantially all of its
obligations, the liquidator, trustee, receiver, conservator, new owner, manager,
or  other agent or representative of such party, subject to applicable law, will
have  sixty  (60) days from the date of any initial declaration, commencement of
proceedings,  or such assignment or agreement to notify the other party, subject
to  applicable  law,  that  it is terminating this Agreement as of a date within
such  sixty  (60)  day  period.  If  the  other  party  is not so notified, this
Agreement  will  not be terminated but will continue in full force and effect on
all  of  the  terms  and  conditions  stated  in  this  Agreement.

Section  8.04     Termination  for  Certain  Force  Maieure  Events

If  either  party  is  excused from performance under this Agreement pursuant to
Section  10.01  for any period exceeding thirty (30) consecutive days, the other
party  may, by giving written notice thereof to the party whose performance will
have  been excused within ten (10) days after the expiration of such thirty (30)
consecutive  day  period,  terminate this Agreement as of the date of receipt of
such  notice or as of a future date specified in such notice of termination. The
parties expressly acknowledge and agree that any such nonperformance will not be
considered  a  default  under  this Agreement or impose any liability whatsoever
upon  either  of  the  parties.


                                       14
<PAGE>
Section  8.05     Termination  for  Regulatory  Event  and/or  LEC  Policies

ACI  may  terminate  this  Agreement  if  any  statute,  rule,  regulation,
interpretation,  Law,  LEC  Policy  violation, judgment, order, or injunction is
enacted,  enforced,  promulgated,  amended, issued, or deemed applicable: (a) to
ACI  or  any  of  its  affiliates;  or  (b)  to this Agreement, the transactions
contemplated  by this Agreement, or the provision of the Services by ACI, by any
Governmental  Authority  that  (i)  renders  illegal  the  consummation  of  the
transactions  contemplated by this Agreement, (ii) renders illegal or materially
inhibits  the  provision  of  the Services by ACI, or (iii) would, in ACI's sole
discretion,  have  a  material  adverse  effect  on  the  business,  operations,
reputation,  affairs, condition (financial or otherwise), results of operations,
properties,  assets,  liabilities,  or  prospects  of  ACI.  To  terminate  this
Agreement  pursuant to this Section 8.05 ' ACI will give Customer written notice
thereof  at  least  thirty  (30)  days prior to the date on which ACI desires to
terminate this Agreement, unless statutes, regulations or B&C Processor Policies
require  immediate  termination.

Section  8.06     Rh!hts  Upon  Termination

Billable  Messages  received  by  ACI  on  or  before the Expiration Date or the
effective  date  of  termination  of this Agreement will be processed by ACI and
included  on the next Outclearing Tapes prepared in accordance with Section l(e)
of  Schedule  3.01,  and the Disbursements relating to the Remittances collected
from the B&C Processors will be disbursed to Customer, less amounts representing
the  Reserve.  Upon  expiration or termination of this Agreement for any reason,
Customer  will  (a)  promptly return the Licensed Program (including the related
documentation)  to  ACI  and  destroy  all  copies,  whether  authorized  or
unauthorized,  in  Customer's  possession,  and  (b)  pay  ACI  for all Services
provided  and expenses incurred through the effective date of such expiration or
termination,  as  well  as  for  all  Services  provided  and  expenses incurred
thereafter in connection with the processing of Billable Messages received on or
before  the  effective date of such expiration or termination. The provisions of
this Section 8.06, Section 6.03, Articles VII and IX, Schedule 3.01 and Schedule
3.02  will  survive  the  expiration  or  termination  of this Agreement for any
reason.

Section  8.07     Suspension  of  Service

Notwithstanding  anything  to  the  contrary  in  this  Agreement,  in  lieu  of
tennination of this Agreement by ACI, ACI in its sole discretion may suspend its
Services,  in  whole  or in part, without prejudice to its right to subsequently
terminate  this Agreement for the same reason or different reason that gave rise
to  the  suspension.

                      ARTICLE IX. INDEMNITIES AND LIABILITY

Section  9.01     Indemnities

Customer  will  indemnify,  and  defend  ACI and will hold ACI harmless from and
against  any  and  all  claims,  actions,  acts  of  third parties, liabilities,
litigations,  losses,  expenses  (including  but  not limited to attorney's fees
whether  in-house  or  outside),  all  damages  (including  but  not  limited to
consequential  and/or  punitive,  and/or  damages for loss of profits and/or for
loss  of  revenue),  costs and expenses (including without limitation reasonable
attorney  fees),  and  liability  for  any equitable remedies (including but not
limited  to injunctive relief and/or specific performance), due to, relating to,
or arising out of: (i) the Messages processed on behalf of Customer, and/or (ii)
any  acts  or  omissions  of Customer, and/or (iii) the occurrence of any of the
items  set forth in Section 8.02 of this Agreement, and/or (iv) any violation of
any  representation,  covenant  or  warranty  of  Customer  set  forth  in  this
Agreement,  or  any  other  Agreement  between  Customer and ACI, and/or (v) any
breach  by  Customer  of  any provision of this Agreement or any other agreement
between ACI and Customer, and/or (vi) the incorrectness or incompleteness of any
data  or  information  supplied  to ACI by Customer under this Agreement, and/or
(vii)  ACI's  use,  in  accordance  with  this Agreement, of, and reliance upon,
information  provided  by  Customer.


                                       15
<PAGE>
Section  9.02     Indemnity  Procedures

Any  party entitled to indemnification under this Article Ix will give the party
from which it is seeking indemnification prompt written notice of any matters in
respect  of  which  the  indemnity  may  apply  and  of which the party claiming
indemnification  has  knowledge;  provided,  however,  that  if a party claiming
indemnification  fails to give the other party prompt written notice, such other
party  will  only be relieved of its obligations under this Article IX if and to
the  extent  that  such  party is prejudiced thereby. if ACI is named by a third
party  in  a legal proceeding resulting from Customer's Billed Messages, acts or
omissions  pursuant  to this Agreement, ACI shall, due to ACI's expertise in the
billing  industry,  solely  control its own defense and Customer shall be liable
for all costs and expenses including attorneys' fees. ACI shall provide Customer
with invoices of actual costs and expenses incurred on a monthly basis, prior to
deducting  such costs and expenses. Should deductions be insufficient, ACI shall
invoice  Customer  for  sums  due and such invoice shall be due and payable upon
receipt.

Section  9.03     Limitation  of  Liability  and  Disclaimer  of  Warranties

If  ACI  is  at  any time liable to Customer as a result of any breach, dispute,
controversy,  or claim of any kind or nature arising under or in connection with
this  Agreement,  the  amount of damages recoverable against ACI for any and all
events, acts, or omissions will not exceed, in the aggregate, an amount equal to
the  total  Billing  Services  Charges paid to ACI during the three-month period
immediately  preceding  the  initial occurrence of the first such event, act, or
omission to occur. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE
CONTRARY, AND REGARDLESS OF THE FORM OF CLAIM, WHETHER IN CONTRACT OR IN TORT OR
WHETHER  FROM  BREACH  OF  THIS  AGREEMENT, IRRESPECTIVE OF WHETHER ACI HAS BEEN
ADVISED  OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL
THE  MEASURE  OF DAMAGES RECOVERABLE BY CUSTOMER AGAINST ACI INCLUDE ANY AMOUNTS
FOR  INDIRECT,  CONSEQUENTIAL,  OR PUNITIVE DAMAGES OF ANY PERSON OR FOR LOSS OF
ANTICIPATED  PROFITS  OR  OTHER  ECONOMIC LOSS OF ANY PERSON OR FOR DAMAGES THAT
COULD  HAVE  BEEN AVOIDED, USING REASONABLE DILIGENCE, BY CUSTOMER. In addition,
Customer  may  not assert any cause of action against ACI that accrued more than
one  year  prior  to  the  filing  of  a suit alleging such cause of action. The
limitation  set  forth in this Section 9.03 will not apply to the duty of ACI to
deliver,  in  accordance  with this Agreement, to Customer any Disbursements due
Customer  that  are  being  held  by  AC1.


                                       16
<PAGE>
EXCEPT  AS  OTHERWISE  EXPRESSLY  PROVIDED  IN  THIS  AGREEMENT,  ACI  MAKES  NO
REPRESENTATIONS  OR  WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER
PERSON,  INCLUDING  WITHOUT LIMITIATION ANY WARRANTIES REGARDING TITLE TO OR THE
MERCHANTABILITY,  SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR PURPOSE, OR
OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALING BETWEEN THE PARTIES OR
CUSTOM OR USAGE OF TRADE) OF ANY SOFTWARE, SERVICES, OR MATERIALS PROVIDED UNDER
THIS  AGREEMENT.

Section  9.04     Acknowledgment

Customer and ACI expressly acknowledge that the limitations contained in Section
9.03  represent  the  express  agreement  of  the  parties  with  respect to the
allocation  of  risks  between  the  parties,  including the level of risk to be
associated  with  the provision of the Services as related to the payments to be
made  to  ACI  for  such  Services,  and  each  party  irrevocably  accepts such
limitations.


                            ARTICLE X. MISCELLANEOUS

Section  10.01  Force  Maieure

Each party will be excused from performance under this Agreement for any period,
and  the  time  of  any  performance  will be extended, to the extent reasonably
necessary  under the circumstances, any act of God or any Governmental Authority
or  any  outbreak  or  escalation  of hostilities, war, civil disturbance, court
order,  labor  dispute, third party nonperformance (including without limitation
the  acts  or  ornissions  of  common  carriers,  interexchange  carriers or B&C
Processors,  but excluding any employees of the party seeking to be excused from
performance  hereunder)  or  any  other  cause  beyond  its  reasonable control,
including without limitation failures or fluctuations in electrical power, heat,
light,  air  conditioning  or  telecommunications  equipment  or  lines or other
equipment.  Such  nonperformance  on  the  part  of  either  party  will  not be
considered  a  default  under this Agreement or, except as otherwise provided in
Section  8.04,  a  ground  for  termination of this Agreement, provided that the
party  whose performance has been excused performs such obligation as soon as is
reasonably  practicable  after  the  termination  or  cessation of such event or
circumstance.

Section  10.02  Compliance  with  Laws

In  performing its obligations under this Agreement, ACI will not be required to
undertake  any  activity that would conflict with LEC Policies, the requirements
of  any applicable statute, rule, regulation, interpretation, judgment, order or
injunction  of  any  Governmental  Authority  or  Law.

Section  10.03  Media  Releases

All  press  and  media  releases, public announcements and public disclosures by
either  of  the  parties  relating  to  this  Agreement  or  its subject matter,
including  without  limitation  promotional  or  marketing  material  (but  not
including  any announcement intended solely for internal distribution by a party
to  its  directors, officers and employees or any disclosures required by legal,
accounting,  regulatory  or  stock  exchange  requirements beyond the reasonable
control  of  such  party)  will be coordinated with and approved by both parties
prior  to  the  release  thereof.


                                       17
<PAGE>
Section  10.04  Notices

Except as otherwise expressly provided in this Agreement, all notices, requests,
claims,  demands,  designations,  approvals,  consents,  acceptances  and  other
communications  under  this  Agreement  will be in writing and will be deemed to
have  been duly given if delivered personally, telecopied or mailed by certified
or registered mail, return-receipt requested, postage prepaid, or overnight mail
to  the parties at the addresses specified below and will be deemed given on the
third  Business Day after the day it is deposited in a regular depository of the
United  States  mail.  If  delivered  personally,  it  will be deemed given upon
delivery,  if  delivered by telecopy with a copy subsequently mailed, it will be
deemed given when the mailed copy is postmarked and if delivered by mail, in the
manner  described  above.  All  notices  and  other  communications  under  this
Agreement  are  addressed  as  provided  below.

If  to  ACI,  address  to:                  With  copies  to:
     ACI  Communications,  Inc.             ACI  Communications,  Inc.
     9255  Corbin  Avenue                   9255  Corbin  Avenue
     Northridge, California  91324          Northridge,  California  91324
     Attention: President                   Attention:  General  Counsel
     Telecopy:  (818) 709-1825              Telecopy:  (818)  709-1940

If  to  Customer,  address  to:

YP.Net,  Inc.
4840  E.  Jasmine  Street,  Suite  105
Mesa,  AZ  85205
Attention:  Angelo  Tullo,  CEO
Telecopy:  (480)  654-9727

Section  10.05  Rights  of  ACI  to  Provide  Services  to  Others.

Customer  acknowledges  and  agrees  that ACI may provide billing and collection
services  and  other  information  technology  services  to  other  Persons.

Section  10.06  Relationship  of  Parties.

In  furnishing the Services to, or on behalf of, Customer, ACI is acting only as
an independent contractor. ACI does not undertake by this Agreement or otherwise
to  perform any obligation of Customer, whether regulatory or contractual, or to
assume any responsibility for Customer's business or operations. ACI will not be
considered  or  be deemed to be an agent, employee, joint venturer or partner of
Customer,  and  no  other relationship is intended or created by and between ACI
and  Customer.  ACI  has  the sole right to supervise, manage, contract, direct,
procure  and  provide,  or  cause  to  be  provided, all Services to be provided
pursuant  to  this  Agreement.


                                       18
<PAGE>
Section  10.07  Authorization.

Customer  hereby  authorizes  ACI  to  include  Customer's  name, address, phone
number,  and  any  other information required by any B&C Processor or Government
Authority,  and billing information in each Outclearing Tape or bill; to collect
and  hold  for  Customer  the  Disbursements,  if  any,  payable to Customer; to
disburse  to  Customer the Disbursements, if any, as provided in this Agreement;
and  to  take


                                       19
<PAGE>
all  other  actions  that ACI deems reasonably necessary to discharge its duties
and  responsibilities  under  this  Agreement,  as fully as Customer could do if
personally  present,  and  Customer  hereby  ratifies  and confirms all that ACI
lawfully  does  or  causes  to be done by virtue of the rights contained in this
Section  10.07. The authority granted to ACI under this Section 10.07 is coupled
with  an interest and is irrevocable except by expiration or termination of this
Agreement  and  subject  to  Section  8.07.

Section  10.08  Severability

(a)  Subject  to  the  provisions  of Section 10.08(b), if any provision of this
Agreement, or the application of any such provision is declared judicially to be
invalid,  unenforceable  or  void,  such  decision  will  not have the effect of
invalidating or voiding the remainder of this Agreement, it being the intent and
agreement of the parties that this Agreement will be deemed amended by modifying
such provision to the extent necessary to render it valid, legal and enforceable
while  preserving  its  intent  or,  if  such  modification  is not possible, by
substituting;  therefore,  another  provision  that is legal and enforceable and
that achieves the same objective. In addition, if such invalid, unenforceable or
void  provision  does not materially affect the payments to be made to ACI under
this  Agreement,  and if the remainder of this Agreement will not be affected by
such  declaration and is capable of substantial performance, then each provision
not  so  affected  will  be  enforced  to  the  maximum extent permitted by law.

(b)  If  any provision referred to in Section 10.08(a) is declared judicially to
be  invalid,  unenforceable  or  void, and the fact thereof, or any amendment or
modification  thereto  as  set forth in Section 10.08(a), materially affects the
payments  to  be  made  to  ACI  under this Agreement, then ACI may, at its sole
discretion,  terminate  this  Agreement  in  its  entirety.

Section  10.09  Waivers

The  observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) by the party
entitled  to  enforce such term, but such waiver will be effective only if it is
in  a  writing  signed by the party against which such waiver is to be asserted.
Unless  otherwise  expressly provided in this Agreement, no delay or omission on
the  part of any party in exercising any right or privilege under this Agreement
will  operate  as a waiver thereof, nor will any waiver on the part of any party
of  any right or privilege under this Agreement operate as a waiver of any other
right  or privilege under this Agreement nor will any single or partial exercise
of  any right or privilege preclude any other or further exercise thereof or the
exercise  of  any  other  right  or  privilege  under  this  Agreement.

Section  10.10  Entire  Amement

This  Agreement (including the Schedules attached hereto) constitutes the entire
agreement  between  the  parties  with  respect to the subject matter hereof and
supersedes  all prior and contemporaneous agreements and understandings, whether
written  or oral, between the parties with respect to the subject matter of this
Agreement,  and  there  are  no  representations,  understandings  or agreements
relating  to  this Agreement that are not fully expressed herein. This Agreement
may  not be modified or amended except by a written instrument executed by or on
behalf  of each of the parties to this Agreement. All Schedules attached to this
Agreement are expressly made a part of, and incorporated by reference into, this
Agreement.


                                       20
<PAGE>
Section  10.11  Asshmment

No  party  may assign this Agreement without obtaining the prior written consent
of  the  other  party;  provided,  however,  that  such  consent  will  not  be
unreasonably  withheld  or  delayed;  and  provided


                                       21
<PAGE>
further, that a party will notify the other party regarding whether such consent
will  be  withheld  or delayed within thirty (30) days after the other party has
requested  such  consent.  Notwithstanding  the  foregoing,  ACI may assign this
Agreement,  and  its rights and obligations hereunder, to any of its affiliates.

Section  10.12  No  Third  Party  Beneficiary

This  Agreement  will be binding upon and inure to the benefit of the parties to
this  Agreement  and  their respective successors and assigns. This Agreement is
not intended, nor will it be construed, to create or convey any right in or upon
any person or entity not a party to this Agreement. ACI will not be responsible,
financially or otherwise, for the Services provided hereunder to any party other
than  Customer.

Section  10.13  Governing  LawNentiedurisdiction

This  Agreement  will  be  construed  in  accordance with, and the rights of the
parties  will  be  governed by, the substantive laws of the State of California,
without  giving  effect  to  any  choice-of-law  rules  that  may  require  the
application of the laws of another jurisdiction. Any permitted action brought in
connection  with  this  Agreement  shall  be  brought  in  Los  Angeles  County,
California,  and  the  parties  hereby  waive  any  objection  to  venue.

Section  10.14  Construction

The  Article  and  Section  headings  and  the  table  of  contents used in this
Agreement  are  for  convenience  of reference only and in no way define, limit,
extend  or  describe the scope or intent of any provisions of this Agreement. In
addition,  as  used  in this Agreement, unless otherwise expressly stated to the
contrary; (a) all references to days, months or years are references to calendar
days,  months  or  years;  and  (b)  any  reference  to  a "Section Article" or
"Schedule"  is  a  reference  to  a  Section  or  Article of this Agreement or a
Schedule  attached  to  this  Agreement.  The  provisions  of this Agreement are
qualified  in  their  entirety by reference to the information and the terms set
forth  in the Schedules. To the extent that the provisions of this Agreement and
the  Schedules  to  this  Agreement  are  inconsistent,  the  provisions  of the
Schedules  to  this  Agreement  will  govern  and  control.


                                       22
<PAGE>
Section  10.15  Counterparts

This  Agreement  may be executed in multiple counterparts, each of which will be
deemed  an  original  and  all  of  which  taken  together  will  constitute one
instrument.

     IN  WITNESS  WBEREOF,  the  parties  have  duly executed and delivered this
Agreement  as  of  the  date  first  set  forth  above.

ACI  COMMUNICATION  INC.                     YP  NET


By:   /s/  Michael Labedz                    By:   /s/  Don M. Reese
      -------------------------                    -------------------------
Name:  Michael Labedz                        Name:  Don M. Reese
      -------------------------                    -------------------------
Title: President                             Title: Director of Operations
      -------------------------                    -------------------------
Date:  10/19/01                              Date: 10-08-01
      -------------------------                    -------------------------


                                  SCHEDULE2.01
                                       of
                     Billing and Related Services Agreement

ACCEPTABLE  CALL  TYPES

Schedule  2.01  Acceptable  Call  Types

The  following  EMI  billing  formats  are  acceptable  for immediate processing
according  to  the  terms  and  conditions  of  this  Agreement:

Record  ID   Description
01-01-01     North  American  Originated,  Terminated  and  Billable  Message
             Telephone Service  Charge

01-01-32     North  American  Originated,  Terminated  and  Billable  Directory
             Assistance Charge

01-02-01     North American Originated and Billable, Overseas Terminated Message
             Telephone  Service  Charge

01-05-01     Overseas  Originated  and  North  American  Terminated and Billable
             Message Telephone  Service

01-07-01     Overseas Originated and Terminated, North American Billable Message
             Telephone  Service

     The  following  EMI  billing  formats  are  available  for billing, but are
subject to the approval of ACI prior to processing. There also may be additional
ACI  and/or  LEC  charges associated with the processing of the following record
types:

01-01-18     North  American  Originated,  Terminated  and  Billable Specialized
             Service/Service  Provider  Charge


                                       23
<PAGE>
41-50-01     Customer  Credit  Line  Summary  Non  Detail  Credit

42-50-01     Miscellaneous  Charge  Record  Line  Summary  Non-Detail  Charge



                                  SCHEDULE3.01
                                       of
                     Billing and Related Services Agreement

BILLING  SERVICES

Schedule  3.01  Billina  Services

1.   Billin2  Services

     (a)  B&C  Contracts.  ACI will provide Billing Services relating to the B&C
Processors. Customer hereby acknowledges that ACI has provided it with a listing
of  the  current  B&C  Processors. ACI may amend or supplement from time to time
such  listing  and  will  provide  Customer  with  a  copy  of  the  amended  or
supplemented  listing  as  soon  as  reasonably  practicable.

     (b)  On-Net  File.  Customer  hereby  acknowledges  that  ACI  will provide
Customer  with  a  copy  of the On-Net File. ACI may revise the On-Net File from
time to time and will provide Customer with a copy of the revised On-Net File as
soon  as  reasonably  practicable.

     (c)  Approved Message Format. Upon receipt of a Message tape from Customer,
ACI will determine whether the Message data contained thereon is in the standard
exchange  message interface format or another format that has been chosen by ACI
(the  "Approved  Message  Format").  Customer  hereby  acknowledges that ACI has
provided  it with the current Approved Message Format. ACI may from time to time
revise  the  Approved  Message  Format  based  on  reasonable business needs (as
determined  in  good faith by ACI), the requirements of any B&C Contract, or the
requirements of any Governmental Authority and will provide Customer with a copy
of  the  revised  Approved  Message  Format.  Customer will comply with such new
format within ninety (90) days after receipt of a copy of the updated or revised
Approved Message Fon-nat; provided, however, that Customer will comply with such
new  format  within  thirty  (30) days after receipt of a copy of the updated or
revised  Approved  Message  Format if ACI notifies Customer that such new format
was  revised  to  comply  with  industrystandard  formats.

     (d)  Editin2,  Balancing, and Formatting. If Customer's Messages are in the
Approved  Message  Format,  ACI  will edit, balance, and format such Messages in
accordance  with  the  requirements of the appropriate B&C Processors. If any of
Customer's  Messages  are not in the Approved Message Format or if such Messages
are  rejected  by  ACI  or  ACI discovers other errors as the result of editing,
balancing,  or  reviewing the format (such Messages are referred to as "Rejected
Messages"),  ACI  will send such Rejected Messages (in standard machine readable
form)  to  the  Customer Representative within seven (7) Business Days after the
receipt  of  the  Messages from Customer. Customer shall use its best efforts to
reformat and resubmit such Rejected Messages to ACI following Customer's receipt
of  the  Messages  from  ACI.


                                       24
<PAGE>
     (e)  Data  Files.  After  editing,  balancing, and formatting, the Billable
Messages  shall  be  forwarded  to the appropriate B&C Processor within five (5)
business days of receipt (the "Data Files") for billing to, and collection from,
End  Users  in  accordance  with  the  applicable  B&C  Contract.

     (f)  Returned Messages. If any of Customer's Billable Messages are returned
as  unbillable  by  a  B&C Processor that is providing ACI with automated return
item  processing  in  the  appropriate format such Messages will be deemed to be
"Returned  Messages".  In  the event ACI is unable to provide for the billing of
any  Returned  Messages (after Customer has made changes to the Messages if such

changes are possible) ACI will return such Message data to Customer and Customer
may  direct  bill  such  Returned  Messages.

     (g)  Sub-Carrier  Identification  Codes.  A sub-carrier identification code
("Sub-CIC")  for  the  purpose  of  identifying  the  Customer's name on the B&C
Processors' bills and tracking Billable Messages arising from End Users shall be
assigned to Customer. At Customer's request, additional Sub-CICs may be assigned
for  Customer  for  reasonable  business  needs  and  shall  herein  constitute
Additional  Services  hereunder.

     (h)  Special  Service  Message Processing, ACI will provide Special Service
Message  ("SSM")  processing  in LEC jurisdictions that allow for such messages.
For  purposes hereof, SSM means charges for telecommunications related services,
other  than  telephone  calls,  which are to be billed to an End-User by the B&C
Processor  and  which  have been approved for such billing by the applicable B&C
Processor  and  ACI.  The implementation of any SSM processing is subject to the
written  approval of ACI and the respective LEC. Customer agrees to subrifit all
information  required  by  ACI and the respective LEC prior to initiation of the
approval  and  implementation process. Such information will include, but not be
limited  to,  the  intended  use  of  the  SSM  service, copies of all marketing
materials  with  respect  to such service, and any other information required by
either  ACI  or  the  LEC in order initiate the approval implementation process.

          Charges  for  SSM  processing  ("SSM  Fees")  will  appear  on the B&C
Processor's  End  User  bill.

          In  connection  with  the  Services  to  be provided by ACI hereunder,
Customer  agrees  to  fulfill  the  obligation  set  forth  below:

          Oblijization  To  Provide Code Assi2nment. The Approved Message Format
used  for  most common types of calls (i.e., collect, billed to third party, and
most  line  number  format  calling  card calls) is referred to as the "01-01-01
format".  This  record  will  also  be used as the base record for billing SSMs.
Customer  will  receive a five-digit code (3NNNN) for each approved phrase. This
code  will be placed in positions 123 - 134 and 135 - 146 of the EMI record. ACI
will  translate to the proposed Special Service Message code phrase and reformat
the  record  for  output  to  the  appropriate  B&C  Processor.

Customer  Testing.  Customer  testing  is required for the first set-up on SSMs.

2.     Remittance  Processing


                                       25
<PAGE>
     (a)  Remittance  by  B&C  Processor.  The B&C Processors shall remit to ACI
pursuant  to the B&C Contracts less fees, charges, adjustments and those amounts
held  as bad debt reserves. The actual net amount so remitted to ACI by each B&C
Processor  is  referred  to  as  the  "Remittances."

(b)     Disbursement  by  ACI.

          Calculation  of  Disbursement.  Upon  the  receipt  by  ACI  of  the
Remittances  from  the B&C Processors, ACI: (i) will deduct from the Remittances
the  Billing  Services Charges, the Billing-Related Services Charges, Additional
Services  Charges  and any other charges specified in or as necessitated by this
Agreement,  including  without  limitation any amounts due ACI from time to time
pursuant  to  Sections  4.04 and 4.05 and Article IX; (ii) will add to or deduct
from the Remittances any adjustment resulting from the reconciliation of the bad
debt  withholdings  effected  by B&C Processors (as described in Section 2(f) of
this  Schedule  3.01);  (iii)  will  deduct from the Remittances any adjustments
effected  by ACI in connection with the Inquiry Services; (iv) will deduct ACI's
charges  or  for  processing call records on behalf of Customer; (v) will deduct
any amount ACI, in its sole discretion, withholds as an allowance for bad debts;
(vi)  will  deduct  the  B&C  Processor-Calculated  Taxes  collected  by the B&C
Processors  that  will  be  paid  to the appropriate taxing authorities from the
Remittances;  (vii)  will  deduct the B&C Processor's fees and other charges, as
well as any adjustments that may be effected by a B&C processor or ACI, from the
amounts  collected  from  End Users for Billable Messages; and (viii) will, upon
completion  of the deductions or additions described in (i) through (vii) above,
disburse  the  remainder  of  the Remittances to Customer (such disbursements to
Customer,  are  referred  to  herein  as  the  "Disbursements"). If requested in
writing  by  Customer,  ACI  will  make  Disbursements  to  Customer  by wire or
electronic  funds transfer to the bank or other depository designated in writing
by  Customer.  Customer  shall  be responsible for all wire and related charges.

(c)     Reserve.

          W  Pursuant to notice, if ACI reasonably determines that the aggregate
amount  of Remittances due from B&C Processors in respect of Customer's Billable
Messages  at  any  time  during  the  Term  is less than the aggregate amount of
Deductions  effected  by,  or  anticipated  by  ACI  to be effected by, such B&C
Processors,  or  effected  by adjustments or credits to be provided to End Users
(each  of  the  events referred to as a "Reserve Event"), then ACI will have the
right to withhold amounts from any Disbursements that would otherwise be payable
to  Customer  on and after the occurrence for the purpose of reimbursing ACI for
the  anticipated amounts to be charged and withheld by any B&C Processor, or for
adjustments or credits (the "Reserve"). An example of such a Reserve Event would
be  Billable Messages by Customer dropping by seventy-five percent (75%), or the
termination  or  anticipated  termination  of  this  Agreement. In the event any
invoice,  as  provided for in this Agreement, is not timely paid by Customer and
the entire amount of such invoice cannot be paid out of Disbursements, then such
amount  shall  be  added  to  the  Reserve  as  set  forth  herein.

          (ii)  In addition, ACI shall establish a reserve for reconciliation of
bad  debt  charges  effected  by  such  B&C  Processors pertaining to Customer's
Billable  Messages (the "Frue-Up Reserve"). The initial True-Up Reserve, as soon
as  LEC  Billing  Services are commenced, shall be five percent (5%). ACI may at
any  time  increase  or  decrease  the  True-Up Reserve based on actual bad debt
withheld  by  the  B&C  Processors  and/or  based  upon  Customer's  actual  or
anticipated  bad  debt related to its Billable Messages to offset any shortfalls
that  may  be  incurred  by  ACI.


                                       26
<PAGE>
          (iii)  If  at  any  time  the  Reserves  and/or  True-Up  Reserve  are
insufficient,  ACI  will  invoice  Customer for the amount of the shortfall, and
Customer  shall  remit  full payment to ACI within ten (10) business days of the
date  of  the  invoice.  Any excess of Reserves and/or True-Up Reserves shall be
remitted to Customer by ACI upon ACI's reasonable determination that there is no
longer  a  need  for  a  Reserve  and/or  True-Up  Reserve.

     (d)  Reports. ACI will provide reports to Customer that reflect the amounts
due from the B&C Processors, the results of Rejected Messages, Returned Messages
and  other  adjustments, the amounts remitted by the B&C Processors, the amounts
withheld by the B&C Processors for bad debts, and the actual bad debts incurred.
ACI  will  transmit  Call  Acceptance Transmittal (CAT) reports within seven (7)
Business  Days  after  the  receipt of Message data from Customer, will transmit
Remittance reports at the time that ACI makes the Disbursements to Customer, and
will  transmit  bad  debt  true-up  reports  to  Customer in the month following
receipt  of  LEC  bad  debt  true-up  data  by  ACI.

     (e) Adjustments and Unbillables. Customer acknowledges that deductions from
amounts  remitted to ACI from B&C Processors in respect of Returned Messages and
adjustments  will  be charged to Customer through an allocation: (i) to Customer
to  the extent that such deduction can be solely attributed to Customer based on
data  provided  to  ACI  by the applicable B&C Processor; or (ii) pro rata among
Customer  and  other  customers of ACI if such deduction cannot be attributed to
specific  customers.  Pro  rata  allocations of any such deduction in accordance
with  the  foregoing  will  be  calculated  based  on  the  amount of Customer's
deductions  solely  attributed to Customer (as defined above) as a percentage of
all deductions solely attributed to all ACI Customers during the period to which
such  deduction  relates  or  such  other  method  as ACI determines in its sole
discretion  is  appropriate  based  on  empirical  data  available  to  ACI.

(f)     Bad  Debt  Reconciliation  and  Allocation.

          (i)  Reconciliation.  ACI  will,  as  provided  in  the B&C Contracts,
periodically  reconcile  the amount withheld by each B&C Processor for bad debts
with  the  actual amount of bad debts incurred by such B&C Processor (a "True-Up
Reconciliation"). The determination of whether a bill has become a bad debt will
be  made  by each B&C Processor. ACI will advise Customer of the results of such
Reconciliation.

          (ii)  Pro  Rata Allocations. If any Reconciliation results in a refund
to  ACI  of amounts previously deducted by such B&C Processor (a "Refund"), and,
based  on data provided to ACI by the applicable B&C Processor, ACI is unable to
detennine  the  amount  of such Reconciliation directly attributable to specific
customers,  then  the  Refund will be remitted pro rata among Customer and other
customers  of  ACI.  Customer's  share of any such Refund will be applied in the
following  order:  (i)  as an offset against any amounts owed by Customer to ACI
pursuant to this Agreement; and (ii) as a cash payment to Customer within thirty
(30)  days  after  the  receipt  of  the  Refund  by  ACI.

          Likewise,  if  any  Reconciliation  results  in  a  deduction  in  the
Remittance  paid  to  ACI in addition to amounts previously deducted by such B&C
Processor  (a "Deduction"), and, based on data provided to ACI by the applicable
B&C  Processor,  ACI  is  unable  to determine the amount of such Reconciliation
directly  attributable  to  specific customers, the amount of any such Deduction
will  be  charged  to  Customer through a pro rata allocation among Customer and
other  customers  of  ACI.


                                       27
<PAGE>
          Pro rata allocations of any Refund or Deduction in accordance with the
foregoing  will  be  calculated  based  on  either:  (x)  the  amount of revenue
represented  by  the  call records submitted by ACI on behalf of Customer to the
applicable  B&C  Processor  during  the period to which such Refund or Deduction
relates  compared to the total revenue represented by all call records submitted
by  ACI  on  behalf  of  all  of its customers to such B&C Processor during such
period;  or  (y)  such  other method as ACI determines in its sole discretion is
appropriate  based  on  empirical  data  available  to  ACI.

          Customer-Specific  Allocations.  Notwithstanding  the  foregoing,  if,
based  on  data  provided to ACI by the applicable B&C Processor, ACI is able to
directly  attribute  the amount of any such Reconciliation to its customers on a
customer-by-customer  basis,  then  ACI  will  charge  to Customer, or refund to
Customer,  the  applicable  amount  attributable to Customer as a result of such
Reconciliation.  The  amount of any such refund will be applied in the following
order:  (i) as an offset against any amounts owed by Customer to ACI pursuant to
this  Agreement  and  (ii) as a cash payment to Customer within thirty (30) days
after  the  receipt  of  such  refund  by  ACI.

3.     Taxes

     (a)  Federal,  State,  and  Local Taxes. ACI will use reasonable efforts to
cause the B&C Processors, to the extent that the following services with respect
to  the calculation of certain taxes are available from such B&C Processors, (i)
to calculate all taxes applicable to each Message (the "B&C Processor-Calculated
Taxes"),  (ii)  to  furnish  the  information  relating  to  such  B&C
Processor-Calculated  Taxes  to ACI, and (iii) to bill the End Users for all B&C
Processor-Calculated  Taxes and to the extent that such services with respect to
the  calculation  of  Foreign  Intrastate  Taxes  are  available  from  such B&C
Processor, Foreign Intrastate Taxes. ACI will calculate Foreign Intrastate Taxes
for  those  B&C  Processors that are capable of receiving Foreign Intrastate Tax
calculations  from ACI. Customer acknowledges and agrees that ACI is acting only
as  Customer's agent with respect to arranging for the billing and collection of
taxes.  To  the extent that any B&C Processor: (A) does not provide services, or
that  ACI does not provide such services, with respect to the calculation of the
B&C  Processor-Calculated  Taxes;  or  (B)  is  not capable of receiving Foreign
Intrastate  Tax  calculations  from  ACI,  Customer  will be responsible for the
calculation  of  such  taxes  hereunder.

     (b)  B&C Processor Responsibilities. ACI will have the authority, on behalf
of  Customer,  to  authorize  the  B&C  Processors:  (i)  to  calculate  the B&C
Processor-Calculated  Taxes  in  the same manner as the B&C Processors calculate
taxes  for their end users; (ii) to bill and collect Foreign Intrastate Taxes as
calculated and processed by ACI; and (iii) to establish the tax exempt status of
End  Users  in  the  same manner as the B&C Processors establish such status for
their  end  users.


                                       28
<PAGE>
     (c)  Payment  of Taxes. Based solely upon the information received from the
B&C  Processors  with  respect  to the B&C Processor-Calculated Taxes billed and
collected  by  the  B&C  Processors,  ACI  will, on behalf of Customer and other
subscribers  of  ACI,  prepare  and  file in a timely manner with the applicable
taxing  authorities  all returns covering the B&C Processor-Calculated Taxes and
ACIcalculated Foreign Intrastate Taxes and will, on behalf of Customer and other
subscribers of ACI, pay promptly and in full all of the B&C Processor-Calculated
Taxes  and  ACI-calculated  Foreign  Intrastate  Taxes  collected  by  the  B&C
Processors  from  End  Users  to  the  appropriate  taxing  authorities.

     (d)  Liability.  Customer  acknowledges  and  agrees  that ACI will have no
liability  whatsoever  to Customer if. (i) the B&C Processors fail to calculate,
or  incorrectly  calculate,  the  B&C  Processor-Calculated  Taxes; (ii) the B&C
Processors  fail  to  furnish  the  information  relating  to  the  B&C
Processor-Calculated  Taxes  to  ACI;  (iii) the B&C Processors fail to bill, or
incorrectly  bill,  the End Users, (iv) the B&C Processors fail to establish the
tax  exempt  status  of  End  Users  in  the  same  manner as the B&C Processors
calculate  taxes  or establish the tax exempt status for their End Users; or (v)
ACI  miscalculates any End User's Taxes whether resulting from the use by ACI of
inaccurate  or  incomplete  tax  or  End  User information supplied to ACI by or
through  Customer, or a third party or otherwise, including, but not limited to,
the  tax  status  of  an  End  User  or  the applicable tax rates. Customer will
indemnify and defend ACI and will hold ACI harmless from and against any and all
claims,  actions,  damages,  liabilities,  costs and expenses, including without
limitation reasonable attorneys' fees and expenses, that are asserted against or
incurred by ACI as a result of or in connection with any of the matters referred
to  above.

4.     Bulletin  Board

     (a)  Bulletin Board Syste . In connection with the provision of services by
ACI  pursuant to this Agreement, ACI shall provide Customer with access to ACI's
proprietary  Bulletin  Board  System  (the  "Systern")  for  the  purpose  of
electronically  transmitting  certain  data  to  ACI and otherwise communicating
electronically  with  ACI, and Customer is required to use such System. ACI will
provide  Customer  with  access to the System, and Customer will comply with the
terms  and  conditions  relating to such access, as described in Attachment 1 to
this Schedule 3.01 and in accordance with the other terms and provisions of this
Agreement.

     (b)  Confidential  Information.  Customer  agrees and acknowledges that, as
between Customer and ACI, information available through use of the System, other
than  Customer Data, constitutes confidential and proprietary information of ACI
subject  to  the restrictions on disclosure thereof set forth in Section 6.03 of
this  Agreement.  In  addition  to such obligations, Customer agrees to hold any
user  identification codes and/or passwords provided to Customer for the purpose
of utilizing the System in strict confidence and Customer will not disclose such
codes and/or passwords to any other Person except employees of Customer who have
a  need to know such codes and/or passwords. Customer hereby agrees to indemnify
and  hold  harmless  ACI, its employees, agents, representatives, directors, and
officers  from  any and all losses, liabilities, costs, and expenses (including,
without  limitation,  reasonable  attorneys' fees and expenses) arising from, or
relating  to,  Customer's  failure to comply with the provisions of this Section
4(b)  of  Schedule  3.01.


                                       29
<PAGE>
                          ATTACHMENT 1 to SCHEDULE 3.01
                                       of
                     Billing and Related Services Agreement

BULLETIN  BOARD  SYSTEM:  TERMS  AND  CONDITIONS

Attachment  1  to  Schedule  3.01  Bulletin  Board  System: Terms and Conditions

1.  General.  In  general,  the  System  will  permit  Customer  to  either: (a)
electronically  transmit  data  to  or  from ACI; or (b) electronically transmit
E-Mail  messages  to or from ACI or other designated customers of ACI by dialing
into  the  ACI  network  from  remote  stations.

2.  Customer  Use of System; Data. Customer will be solely responsible for being
proficient  in  the  use  of  the System and following such procedures as may be
required  by  ACI  from  time  to  time  for use of the System. Customer will be
responsible  for  its  data  and  material  while  such data and material are in
transit  to  or  from ACL ACI may refuse to process, and may return to Customer,
any  materials  or  data  that  in  Affs  opinion:  (a)  are not of a quality or
condition  suitable  for  processing;  (b)  do  not  comply with Affs applicable
standards  and  procedures;  or  (c) are otherwise not in machine-readable form.
Customer  will  be  responsible  for correcting rejected data and submitting the
same  for  reentry.

3.  Dial-Up  Lines;  User  Identification  and  Password. ACI will establish and
maintain  telephone  number(s) to be utilized by Customer in connection with use
of  the  System.  ACI will also provide to Customer a unique user identification
code  and  password  to  be  used  by  Customer  when  accessing  the  System.

4.  Equipment.  Customer  will  be  solely  responsible  for the acquisition and
maintenance  of  any  hardware,  software,  or  other  materials  (collectively,
"Equipment")  required  by Customer for the purpose of utilizing the System. Set
forth  below  is a list of hardware and software recommended by ACI for use with
the  System:

-  IBM  or  EBM  Compatible  233  MHz  Pentiume  (minimum)

-  32MB  of  RAM  or  higher

-  Hard  disk  drive  with  a  minimum  of  I  GB  of  spare  storage  space

-  VGA  or  Super  VGA  color  monitor

-  Mouse

-  Modem  with  at  least  28.8Kb  speed  (33.6  recommended)

-  LaserJeta  Printer  or  equivalent

-  DOS  Version  5.0  or  above

-  Microsoft  Windowse  Version  3.1  or  above,  Windows  950  or  Windows  NTO

-  ProComin  Pluse  (Windows  version  recommended)

-  Infornakere,  Version  6.5  (Required  for  optional  custom  reports)


                                       30
<PAGE>
     Customer represents and warrants to ACI that any Equipment used by Customer
in  connection  with the System will not impair the System or interfere with the
performance  thereof.  Upon  notice from ACI that any Equipment is causing or is
likely to cause such interference, Customer will promptly remove or replace such
Equipment  so  that  such interference will not occur. ACI reserves the right to
require  that  all Equipment be approved in writing by ACI prior to use with the
System.

5.  Availability  of  System. The System may be accessed by Customer during such
time  periods as ACI may designate from time to time. Customer acknowledges that
the  System  may  not  be available for access on occasion due to performance of
maintenance  on  the  System.

6.  Functionality  of  System. Customer acknowledges that the performance of the
System is subject to the functionality of the System from time to time and that,
while ACI may in its sole discretion determine to upgrade or enhance the System,
ACI  is  under  no  obligation  to  do  so.


                          ATTACHMENT 2 to SCHEDULE 3.01
                                       of
                     Billing and Related Services Agreement

LICENSED  PROGRAM:  CONDITIONS  AND  RESTRICTIONS

Attachment  2  to  Schedule  3.01  Licensed Pro2ram: Conditions and Restrictions

1.     Grant  of  License  to  ProAct

     (a)  Licensed  Projzra . During the Term, ACI hereby grants to Customer and
Customer  hereby  accepts from ACI, a non-exclusive, non-transferable license to
use  one  copy, in object code form, of the management reporting system software
known  as  ProAct  and  related  user  documentation  (the  "Licensed Program").
Customer  agrees to comply with the obligations and restrictions relating to the
Licensed Program as described herein, and in accordance with the other terms and
conditions  of  this  Agreement.

     (b)  Ownership  of  Licensed  Progra  .  The  Licensed  Program consists of
valuable  trade  secrets of ACI and is and will remain ACI's exclusive property.
Customer  agrees  to  notify  ACI  promptly  of  any  unauthorized  disclosure,
possession  or use of the Licensed Program. If the Licensed Program, in whole or
in  part,  comes into the possession of any unauthorized third party as a result
of  a  breach  by  Customer of any provision of this Agreement, Customer will be
responsible  for  retrieving  the Licensed Program at Customer's own expense and
will  reimburse  ACI  for whatever reasonable expenses ACI incurs if ACI assists
Customer  in  such  efforts.

2.     Restrictions.

     A license to the Licensed Program is granted to Customer only in accordance
with  the  terms  and  conditions contained in this Agreement and subject to the
following  restrictions:

     (a)     Customer will be permitted to copy the Licensed Program for its use
in  accordance  with  this  Agreement  and  for  backup  purposes.


                                       31
<PAGE>
     (b)  Customer acknowledges and agrees that the Licensed Program constitutes
confidential  and proprietary information of ACI, and Customer will maintain the
Licensed Program in strictest confidence and will provide access to the Licensed
Program  solely  to  its employees requiring such access. Customer will instruct
those  employees  that  the  Licensed  Program,  and all components thereof, are
proprietary to, and the trade secrets of, ACI and are subject to Section 6.03 of
this  Agreement.

     (c) Customer will not, and will not permit its employees or agents to sell,
assign,  lease,  license,  sublicense,  or  otherwise  transfer  or  provide the
Licensed  Program,  or any component thereof, rights therein, or access thereto,
to  any  other  party  for  any  purpose.

     (d)     Customer  will not remove, alter, or deface any copyright notice or
proprietary  marking  contained  on  or  in  the  Licensed  Program or any copy.

     (e) Customer will not modify the Licensed Program or combine it or merge it
into  any  other  program.  All  modifications  and  derivative  versions of the
Licensed  Program,  even  though unauthorized, will be the exclusive property of
ACI.
      (f)     Customer  will not de-compile, disassemble or reverse engineer the
Licensed Program or create, recreate or attempt to create or recreate the source
code  or  other  aspects  of  the  Licensed  Program.

3.     Customer's  Responsibilities  Related  to  the  Licensed  Program.

     Customer  will be solely responsible for the acquisition and maintenance of
all  hardware,  software  or  other  materials  required to utilize the Licensed
Program.  Customer accepts responsibility for: (i) the selection of the Licensed
Program;  (ii)  the  installation  of the Licensed Program; (iii) the use of the
Licensed  Program;  and (iv) the results obtained from the Licensed Program. ACI
does  not  warrant  that  the  operation  of  the  Licensed  Program  will  be
uninterrupted  or effor-free. Customer acknowledges and agrees that the Licensed
Program  is  provided  by  ACI  hereunder  "as  is"  and  without  warranty.

4.     Licensed  Program  Support.

     During  the Term, ACI will provide the following support in connection with
the  Licensed  Program:

     (a)  Telephone  Sgpport. ACI will provide telephone support to Customer for
requesting operational assistance as it relates specifically to installation and
operation  of the Licensed Program application (excluding any hardware or system
environment  problems  or  operation  problems  related  to  Customer's business
processes)  during regular business hours (8:00 a.m. to 5:00 p.m. Pacific Time),
Monday  through  Friday  (excluding  Affs  holidays).

     (b)  Routine  Maintenance. ACI will provide to Customer maintenance support
which will consist of the repair or replacement of the Licensed Program so as to
correct  any  replicable  defect  or  error  in its functioning which causes the
Licensed  Program  to  fail  to conform in all material respects to the Licensed
Program  documentation.  Any other modifications to the Licensed Program will be
provided  by  ACI  as  an  Additional  Service  pursuant  to  Section 3.03. As a
condition  to  ACI's  maintenance  obligation,  Customer  must notify ACI of the
defect  or  error in sufficient detail to permit the identification, replication
and  correction  thereof.


                                       32
<PAGE>
     From  time  to  time,  ACI  may,  in  its  sole  discretion,  make updates,
improvements  or  changes to the Licensed Program which may be made available to
Customer  in  separate  releases to the Licensed Programs; provided however, ACI
has  no  obligation  to  make  any  such  updates,  improvements  or  changes.


                                  SCHEDULE 3.02
                                       of
                     Billing and Related Services Agreement

BILLING  RELATED  SERVICES

Schedule  3.02  Billing  Related  Services

1.     Inquiry  Services.

     (a)  During the Term, ACI may determine, in its sole discretion and in lieu
of  inquiry  services  provided  by  one or more B&C Processor, to (a) establish
toll-free  telephone  numbers  to be used by End Users for the purpose of making
inquiries  regarding  charges for Billable Messages reflected on bills issued by
such  B&C Processors and (b) provide operators to assist End Users in connection
with  such  inquiries  (collectively,  the "Primary Inquiry Services"). Customer
acknowledges  that  ACI's  election  to provide Primary Inquiry Services will be
made  on  a  B&C  Processor-by-B&C Processor basis and will include all Billable
Messages  sent  to that B&C Processor by or through Customer and other customers
of  ACI.  To  the  extent  that  ACI  determines to provide such Primary Inquiry
Services,  ACI  will make available such quantity of toll-free telephone numbers
as  ACI  deems  necessary  for  use  by  End  Users in connection with inquiries
regarding charges for services that were rendered by Customer and transmitted by
ACI  to  a  B&C  Processor  and  will  instruct  each B&C Processor to refer all
inquiries  from  End  Users  to  such  toll-free  telephone  numbers.

          In  connection with any Primary Inquiry Services that ACI may provide,
ACI  will  establish and maintain written guidelines that describe the manner in
which  ACI  will respond to End User inquiries, including without limitation the
manner  in  which  credits or other appropriate adjustments are to be made, with
such  supplements and amendments as may be necessary from time to time. ACI will
provide  Customer  with a copy of such written guidelines and any supplements or
amendments  thereto  upon  Customer's  request.  ACI  will  be  responsible  for
responding  to  all End User questions and problems related to Billable Messages
and will provide appropriate credits and adjustments, all in accordance with the
procedures that it establishes. ACI will promptly notify Customer of all credits
and  adjustments  issued by ACI on behalf of Customer. Customer will designate a
service  representative  who  will  cooperate  with  ACI  to  the fullest extent
possible  in  resolving  any  questions  or  problems.

     (b)  Upon  the  written  request of Customer in connection with any Primary
Inquiry  Services  that  ACI  provides,  ACI,  in  its  sole  discretion,  may
automatically transfer End User inquiries to Customer's call center for handling
by  Customer,  provided Customer complies with the following with respect to the
handling  of  all  such  End  User  inquiries:


                                       33
<PAGE>
          G)  Customer  must  maintain  a  toll-free  customer service telephone
number  to  handle all End User inquiries which are automatically transferred to
Customer's  call  center;

          (ii) All End User inquiries must be handled only by live operators and
not  by  message  machine  or  other  devices,  at a service level that meets or
exceeds  parameters  set  from  time  to  time  by  ACI;

          (iii)  ACI  has the right at any time and from time to time to monitor
calls  to  verify  that  End  User  inquiries are being handled appropriately by
Customer's  call  center;

          (iv)  ACI  will  handle  all End User credits or other adjustments and
Customer  will,  within  three Business Days of the End User inquiry, provide to
ACI  all  information  necessary  for  ACI  to  provide such End User credits or
adjustments  in  accordance with its established procedures. All such credit and
adjustment  information  will  be  provided  to ACI in a format approved by ACI.
Customer  agrees  that  it will not issue End User credits or adjustments of any
type  in a manner other than stated above in this Schedule 3.02, Section(b)(iv);

          (v)  Customer  will  be  responsible  for  providing  to  ACI  updated
subscriber  account  information (name, address, service type, etc.) in a format
approved  by  ACI, on a regular basis as determined by ACI; but in no event less
than  monthly;  and

          (vi)  Customer  acknowledges that the determination of ACI to transfer
End  User  inquiries  to  customer  will  be  made  on a customer identification
number-by-custorner  identification  number basis and will include all inquiries
related  to  any  such  customer  identification  number.

     Notwithstanding anything above in this section to the contrary, ACI may, in
its  sole  discretion  and at any time, discontinue the transferring of End User
inquiries  to  Customer's call center if Customer fails to satisfactorily handle
any  End  User  inquiry. The transfer of End User inquiries to Customer does not
abridge  Affs  right to issue End User adjustments or credits in accordance with
its  established  procedures.

2.     Complaint  Processing  Services.

     ACI will process regulatory and legislative complaints relating to Customer
(the "Complaint Processing Services") as described in this Section 2 of Schedule
3.02.  The  Complaint  Processing  Services  consist  of  the  following:

     (a)     Logging  and  tracking  complaints  by  type  for  the  purpose  of
identifying  and  alerting  customers  regarding existing or potential problems;

(b)     Retrieving  call  details  and  adjustment  histories  for  carrier
identification;

     (c)     Generating  letters  to  consumers  or  inquiring  federal or state
agencies  acknowledging  receipt  of  complaints  and identifying carriers, with
copies  to  all  relevant  parties;  and

(d)     Providing carriers with all of the foregoing information for resolution.

     (e) Upon complaint resolution by carriers, generating letters acknowledging
responses  from  carriers to consumers and/or inquiring agencies, commissions or
legislative  bodies,  with  copies  to  all  relevant  parties.


                                       34
<PAGE>
                                  SCHEDULE 3.03
                                       of
                     Billing and Related Services Agreement

ADDITIONAL  SERVICES

Schedule  3.03  Additional  Services

Service     Charge
LOCATION  LOOKUP  FEATURE                        No  Charge
ACCOUNT  LOOKUP  FEATURE                         No  Charge
SUB-CARRIER  IDENTIFICATION  CODE  (Sub-CIC)     $3,500  Each
Set
     UP
CUSTOMER  IDENTIFICATION  NUMBER                 $  100  Each  Set Up
ON-SITE  CUSTOMER  TRAINING                      Actual  travel and
                                                 actual  out-of-pocket expenses.

PROFESSIONAL  SERVICES  [I  Hour  Minimum]     $  1501Ho


                                  SCHEDULE 3.04
                                       of
                     Billing and Related Services Agreement

SAFEGUARDING  AND  RETENTION  OF  CUSTOMER  DATA

Schedule  3.04  Safe2uarding  and  Retention  of  Customer  Data

1.     Retention  Schedule.

     ACI  will  store  any  Customer  Data  that  is  sent off-site for disaster
recovery  purposes  in  a  protected  vault  for  up  to  one  year.

2.     Off-Site  Data  Storage.

     The  off-site  storage  facility  will  employ  security  and environmental
protection  systems  that guard against theft and fire and that control humidity
and  temperature.


                                       35
<PAGE>
3.     Facility  Security.

     ACI  will  perform the Billing Services at locations that employ controlled
access systems and alarm systems that guard against theft, fire, heat and water.

4.     Contin2ency  Plan.

     ACI  will  maintain  an up-to-date contingency plan to facilitate continued
processing  of Billable Messages in the event of a catastrophe or other event of
natural  force majeure or in the event of single processor failure within an ACI
data  center  or  the  failure  of  the  entire  ACI  data  center.


                                       36
<PAGE>
                                  SCHEDULE 4.01
                                       of
                     Billing and Related Services Agreement

TERM  AND  COMPENSATION  TO  ACI

Schedule  4.01  Term  and  Compensation  to  ACI

1.     Billine  Services  Charges.

     (a)     Svecial  Service Message Fee. The Special Service Message (SSM) fee
will  apply  to  all  billable  SSMs.  This  fee will be calculated based on the
average  revenue  per  transaction  of  all

SSMs  processed  within  a  calendar  month.

     Average End-User Charge Per Message              Per  Message  Fee
     $00.01  -  10.00                                       1.5%
     $10.01  -  20.00                                       1.7%
     $20.01  -  30.00                                       2.0%
     $30.01  -  40.00                                       2.4%
     $40.01  -  50.00                                       2.8%
     $50.01-                                  Fee to be established by ACI on an
                                              individual case basis



Special  Service  Message  Approval  Process  and          $1,000
Irnplementation.  (First  Charge  Phrase).
Implementation  fee  for  each  charge  phrase               $500

By way of example, and for informational purposes only, if the average amount of

',,rocess  "and




each  charge  to  the End-User is $10.00, the charge as calculated in accordance
with  the  above  table  would  be  as  follows:

SSM  Processing  Fee/message:                 $00.15
Billing  and  Collection  Fee:                  IQQM

Total  Billing  Services  Charge/message:     $00.15

     (b)  Minimum  Message  Reguirement.  Notwithstanding  Section  l(a) of this
Schedule  4.0  1,  Customer will submit to ACI for processing hereunder not less
than  the  amount  reflected in the table below for the applicable period of the
Term  (the  "Minimum  Requirement"):

YP.Net,  Inc.                                     34

Period  Following  Services  Commencement  Date     Minimum  Requirement

Months  I  -  36                                   $1,000     Per  Month

Each  Month  Thereafter                            $1,000     Per  Month

     (c)  Excess  Rejected  Messages.  The  service  charges reflected above are
applicable  only to Billable Messages; if, however, more than two percent of the
Messages  submitted  by  Customer  and  its Clients to ACI during any particular
month  are  Rejected Messages, and such Rejected Messages are deemed as such due
to errors or ornissions of Customer and/or its Clients, Customer will pay to ACI
for  each  such  Rejected  Message  an amount equal to the charge for a Billable
Message  set  forth  in  Section  1  (a)  of  this  Schedule  4.0  1.

2.     Inouiry  Services  Charges.

     Customer  will  pay  ACI  $4.25  (plus  any  applicable  charge  of the B&C
Processor)  for  each  inquiry  handled  by  ACI  in  respect of Special Service
Messages.  Such  charges are subject to adjustment from time to time by ACI upon
60  days'prior  notice  to  Customer.

     With  respect  to each End User inquiry that ACI automatically transfers to
Customer's  call  center  for  handling by Customer pursuant to Section I (b) of
Schedule 3.02, Customer will pay ACI a fee of $50. With respect to each End User
Inquiry  that  ACI  manually transfers to Customer's call center for handling by
Customer,  Customer  will  pay ACI a fee of $1.50. With respect to each End User
inquiry  that  ACI refers (by giving the End-User Customer's toll-free telephone
number)  to  Customer's  call center for handling by Customer, Customer will pay
ACI  a fee of $ 1.00. In addition, Customer will pay ACI a fee of $0.35 for each
credit  or  adjustment  request submitted to ACI by Customer in ACI's prescribed
electronic format. A one-time set-up fee of $200 will be charged upon initiation
of  service  and  again  anytime  a  change  or  addition  is  requested.


                                       37
<PAGE>
3.     Complaint  Processina  Charges.

     With  respect  to  each  legislative  or regulatory complaint for which ACI
provides  Complaint  Processing  Services,  Customer  will pay ACI the amount of
fifty  dollars  ($50.00)  plus  any  out-ofpocket  expenses  incurred  by ACI in
connection with providing the Complaint Processing Services. Charges due ACI for
Complaint Processing Services are subject to adjustment from time to time by ACI
upon  sixty  (60)  days'  prior  notice  to  Customer.

4.     Calculation  of  B&C  Processor  Fees.

     Special  Service  Messaaes. During the Term of the Agreement, provided that
the  number  of  Customer's Billable SSMs per month is equal to or more than 1.5
per LEC per End User telephone bill, each B&C Processor's charges for processing
Billable  SSMs  will  be  calculated  to reflect the Customer's actual number of
Billable  SSMs  per  bill  per  B&C  Processor.

     By way of example, if the Ameritech number of Billable Messages per bill is
1.4,  then  the  B&C  Processor  charge  will  be  calculated  as  follows:

@  1.4  Billable  Messages  per  bill     =  $0.400  Render  fee
1.4  Messages  x  .  10  Processing  Fee  =  $0.140  Message  Processing  Fee

                                          =  $0.540  Total  Fee  therefore;

B&C  Processor  Fee                       =  $0.3857  per  Message
Data  Transmission  Fee                   =  $0.0045  ver  Messaae
                                          =  $0.3902  Total  Fee  per  Message

     If  the actual number of Billable SSMs per bill is less than 1.5, or if the
B&C  Processor  does  not provide a discount calculated in the foregoing manner,
each  B&C  Processor's  charges  passed through to Customer will be equal to the
average  charge  for  all  similar  customers  processing  0+ Billable Messages.

     Notwithstanding  anything  in  this  Section 4 to the contrary, in no event
will the B&C Processor's charges passed through to Customer be less than the fee
paid  by  ACI  to  such  B&C  Processors.




                                       38
<PAGE>
                                  SCHEDULE5.01
                                       of
                     Billing and Related Services Agreement

CUSTOMER  BILLING  OBLIGATIONS

Schedule  5.01  Customer  Billing  Obligations

1.     Billing  Obligations.

     (a)  Preliminary Processing and Delivery of Messages. Customer will acquire
Message data and will perform all of the preliminary processing of the Messages,
which  will include ensuring that the charge for each Message has been computed,
arranging  Message  data  in  the  Approved  Message  Format  and  providing the
applicable  batch control totals, including the total number of Messages and the
total  dollar  amount  of  the  charges  per  submission. After such preliminary
processing  has been completed, Customer will, at Customer's expense, deliver to
ACI  the  Message  data  in a form or manner that is determined by ACI Software.
Customer  acknowledges that ACI will have no obligation to accept for processing
any  Message  data  that  does  not  conform  to  the  Approved  Message Format.

(b)     Singular  Billing.  With  respect  to  the  Message  data  submitted  by
Customer,  ACI  will  be  the  sole, exclusive billing service provider for such
Message  data,  and  no  Message data submitte will be for-wa+ded to, billed by,
Qistempr-  Ar-  any  other  billing  agent  or  clearinghouse.

     (c) Tariff Information and Rate Tables. Upon request, Customer will provide
ACI  with  copies:  (i)  of  all  effective  tariffs  filed  by  Customer  with
Governmental Authorities; and (ii) of its current rate tables, in each case with
such  supplements  and  amendments  as  may  be  necessary  from  time  to time.

     (d)  Charges and Assessments. Customer will be responsible for, and will be
obligated  to  pay:  (i)  any  charges  or assessments by any B&C Processor as a
result  of uncollectible charges for Messages billed, including any amounts owed
if  the  amount  of  uncollectible  charges  exceeds  the amount of the bad debt
withholding;  (ii)  any  charges  or  assessments  by  any  taxing  authority or
Governmental Authority as a result of the nonpayment of Taxes by Customer; (iii)
all costs and expenses related to each item that is to be provided by or through
Customer  pursuant  to this Agreement and for which the financial responsibility
has  not  been  expressly  assigned  to  ACI;  and  (iv)  any  other  charges or
assessments owing by ACI for which Customer has agreed to indemnify ACI pursuant
to  this  Agreement.

2.     Taxes.

     (a)  Customer  Calculated  Taxes.  Customer  will be solely responsible for
calculating,  and advising ACI with respect to any Taxes that are not calculated
by  ACI  as  described  herein  ("CustomerCalculated  Taxes").

     (b)  Tax  Returns.  Customer  will  be solely responsible for preparing and
filing  in  a  timely  manner  with  the  applicable  taxing  authorities  and
Governmental  Authorities all returns covering Customer-Calculated Taxes and for
promptly  paying  in  full  and  remitting  to  such  taxing  authorities  and
Governmental  Authorities  all Customer-Calculated Taxes owed. At the request of
ACI  from time to time, Customer will provide ACI with copies of any and all tax
returns  that  Customer  has prepared and filed and other applicable information
relating  to  the  payment  of  the  Customer-Calculated  Taxes;  provided,


                                       39
<PAGE>
YP.Net  B&C  092001     1  ,
lals
Draft  Date:  10/1/2001


Initials

however,  that Customer will not be required to provide ACI with any information
regarding  Customer's  federal, state or local income taxes. Notwithstanding the
foregoing,  Customer  will not be deemed to be in breach of this Section 2(b) if
it  is  contesting in good faith the imposition of any unpaid CustomerCalculated
Taxes  in  appropriate  administrative  or  judicial  proceedings.



                                  SCHEDULE 5.07
                                       of
                     Billing and Related Services Agreement

REPRESENTATIONS  AND  WARRANTIES

Schedule  5.07  Representations  and  Warranties

Customer  represents  warrants,  covenants  and  agrees:

1.     Customer  does  not  and will not engage in unfair and/or deceptive trade
practices.

     2.     Customer  does  not  and  will  not  make  false  or  misleading
representations  about  its  products  and/or  services.

     3.  Customer will submit to ACI for billing only those products or services
that  directly pertain to a properly consenting End User's own telephone line or
number.  Without  limiting  the  foregoing,  Customer will not submit to ACI for
billing  any  services  or  products  relating  to  each  of  the  following, or
combination  thereof:

a)     Box,  sweepstakes  or  contest-type  entry  forms.

b)     Negative  option  sales  offers,  including  negative option "free trial"
periods.

C)     800  number  pay  per  call.

d)     Collect  call  back.

e)     Phantom  billing  -  or  billing  for  calls  or services never provided.

          f)  Club  or  membership  fees (including, but not limited to psychic,
sports,  prescription  and/or  travel  card  clubs).

     4.  For each new End User after the Effective date, prior to submitting for
billing  any  records  in compliance with the above, each order or request for a
program,  product  or  service so billed will be authorized by the End User, and
confirmed,  by  one  of  the  following  methods,  subject  to  applicable  law:


                                       40
<PAGE>
     a)  hidependent  Third  Party Verification provided by an entity completely
separate  and  not  affiliated  with Customer or any of its owners, officers, or
employees;  compensation  to  the  independent  entity  will not be based on the
number  of  positive  authorizations  or  sales.

b)     Letter  of  Authorization  or  sales  order.

C)     Voice  recording  of  telephone  sales  authorization.

5.     Any  authorization  and  confirmation noted in Section 4 above will, at a
minimum,  contain

the  following:

a)     The  date.

b)     The  name,  address  and  telephone  number  of  the  End  User.

C)     Assurance  that  the  End  User  is  qualified  to  authorize  billing.

d)     A  description  of  the  product  or  service.

e)     A  description  of  the  applicable  charges.

          f)  An  explicit  End  User  acknowledgement  that the charges for the
product  or  services  will  appear  on  their  next  telephone  bill.

g)     The  acceptance  by  the  End  User  of  the  offer.

6.     In  addition,  authorization  verified by an independent third party must
include:

          a)  An  initial  statement that the purpose of the verifications is to
confirm  the  consumer's  intention  to  accept  the  sales  offer.

          b) A statement that the service provider is not affiliated with a LEC,
where  there  is  no  affiliation.

C)     A  unique  consumer  identifier.

d)     A  review  by  third party personnel of the entire verification where the
verification

is  automated.

e)     An  independent  third  party  verifier must meet the following criteria:

(i)     It  must  be  completely  independent  of  the  service provider and the

telemarketer.

(ii)     It  must  not  be owned, managed, controlled or directed by the service
provider  or  the  telemarketer.


                                       41
<PAGE>
(iii)     It  must  not  have  any  financial incentive in the completion of the
sale.

(iv)     It  must  operate  in  a  location physically separate from the service

provider  and  the  telemarketer.

7.     If  requested,  Customer  shall  supply  to  ACI:

a)     Names  of  officers  and  principals  of  Customer.

b)     Proof  of  corporate  or  partnership  status  of  Customer.

C)     Copies  of  certifications  as  required.

d)     Foreign  corporation  filings  as  required.

          e) Any information regarding whether Customer or its affiliates and/or
its  officers  or  principals have been subject to prior conviction for fraud or
have  had  billing  services  terminated.

          f)  That  any  tariffs  of  Customer  be  made  available  on request.

          g)  The names, addresses, officers and principals of any telemarketing
companies  to  be  used  by  the  service  provider.

          h)  The  names,  addresses, officers and principals of any third party
verification  companies  to  be  used  by  the  service  provider.

     8.     If requested Customer shall provide to ACI for each of its products,
and/or  services  or  programs  for  which  services  are  billed:

a)     Marketing  materials.

b)     Advertisements  (print  or  other  media).

     C)     Applicable  fulfillment  package  (which  must  include cancellation
information if not included elsewhere and a toll free customer service telephone
number).

d)     Scripts  for  both  sales  and  verification.

e)     Honest,  clear,  and  understandable  text  phrase  for  telephone  bill.

f)     Prior  notification  of  any  material  change  in the above information.

9.     Messages  submitted  to  ACI  for  billing:


                                       42
<PAGE>
     a)  Strictly  meet and/or adhere to the requirements of all federal, state,
and  local  laws,  rules  regulations,  ordinances,  orders,  and/or  judgments,
including but not limited to those of the Federal Communications Commission, the
Federal  Trade  Commission,  and  any state Public Service[Utility Commission or
attorney  general;

          b)  Strictly meet and adhere to the requirements of any policy of ACI,
B&C  Processor  or  Laws;

          C)  Is  the valid, legally enforceable and unconditional obligation of
the  Person  who  is indicated by Customer to be obligated on such a Message for
products  and/or  services  previously  rendered;

          d)  Is  genuine and in all respects what it purports to be, and is not
evidenced  by  a  judgment;

          e) Arises out of the completed delivery of telecommunications services
in  the  ordinary course of Customer's business and in accordance with the terms
and  conditions  of  any  contracts  or  other  documents  related  thereto;

          f)  Is  for  a  specific  amount due and owing so reflected and is not
evidenced  by  a  chattel  paper,  promissory  note  or  other  instrument;

          g) Is not subject to any offset, deduction, or agreement for offset or
deduction, or any defense, dispute, counterclaim, or any other claim, defense or
adverse condition, and is absolutely owing to Customer, and is not contingent in
any respect or for any reason except for matters for which discounts, credits or
allowances are granted by Customer in the ordinary course of business consistent
with  past  practices  which have been reflected on the information submitted to
ACI  for  processing;

          h)  There  are  no facts, events or occurrences that in any way impair
the  validity  or  enforceability  thereof, or tend to reduce the amount payable
reflected  in  a  Message;

          i)  Without  limiting  any  other provisions of the Agreement, the End
User:  (i)  had  the  capacity  to  enter into at the time any contract or other
document  relating  to  such  Message;  and  (ii)  such  End  User  is  solvent;

          j) There is no fact or circumstance which would impair the validity or
collectability  of,  or  the  charges  on,  the  Message, by Customer and/or its
permitted  assignee  or  designee, and there are no proceedings or actions which
are  threatened  or  pending  against  or  on behalf of the End User which might
result  in any material adverse change in the collectability of the charges on a
Message;

          k)  All  supporting documents and other evidence of Messages delivered
to  ACI  are  complete  and correct and valid and enforceable in accordance with
their  terms,  and  all  signatures  and  endorsements  that  appear thereon are
genuine;

          1)  Customer  has the full and unqualified right to submit Messages to
ACI  for  processing;

          in)  Each  message: (i) has not been previously billed or submitted to
any Person other than ACI for billing and collection; (ii) is not subject to any
Liens  or factoring arrangements, except exclusively through ACI; and (iii) does
not  relate  to  services performed more than ninety (90) days prior to the date
said  message  was  received  by  ACI  for  processing;  and


                                       43
<PAGE>
          n)  Such  message  does  not  arise out of services performed for: (i)
Customer;  (ii)  any  subsidiary  or  Affiliate  of Customer; (iii) any End User
located  outside  the  United  States  of  America;  or  (iv)  any  Governmental
Authority,  domestic  or  foreign.

     10.  Customer  nor  its  affiliates,  parents,  subsidiaries,  officers,
directors,  members,  owners,  partners, shareholders (excluding non-controlling
shareholders  for  public  companies), employees, agents, representatives, joint
venturers,  successors  and  permitted  assigns have been convicted of fraud, or
have  had  billing  services  terminated.


                                       44
<PAGE>