EXHIBIT 10.31


                                surfnet (R)
                                    Media Group, Inc.

          2235 W. UNIVERSITY DR - SUITE 9 - TEMPE, ARIZONA 85281-7246
                      VOICE: 877.311.9474 - FAX: 480.557.0627
                               www.surfnetmedia.com


September  24,  2003


YP  Net,  Inc.
4840  E.  Jasmine  Street
Suite  105
Mesa,  Arizona  85205

Re:     Letter  of  Intent

Gentlemen:

Over the last several months, SurfNet Media Group, Inc., a Delaware corporation,
and  YP  Net,  Inc.,  a Nevada corporation, have been in dialogue over strategic
implementation  of  SurfNet's  Metaphor  TM  Technology and services in YP.net's
Business.  YP.net  and  SurfNet  desire to form a long-term cooperative business
relationship.  This Letter of Intent is entered into by YP.net and SurfNet as of
the  Effective  Date  and  confirms  YP.net's  and  SurfNet's understanding with
respect  to  our  preliminary  discussions  and summarize the intent and initial
scope  of  our  relationship.

1.   CERTAIN DEFINITIONS. For purposes of this letter, the following terms have
     the following meaning:

     a.   "Effective Date" means the date YP.net signs this Letter of Intent.

     b.   "Parties" means YP.net and SurfNet, and "Party" means YP.net or
          SurfNet as the context requires.

     c.   "Protected Information" mean, information from which SurfNet or YP.net
          derives economic value, actual or potential, from such information not
          being generally known to, and not being readily ascertainable by
          proper means by, other persons who can obtain economic value from its
          disclosure or use, and which is the subject of efforts that are
          reasonable under the circumstances to maintain its secrecy. Protected
          information includes, without limitation, confidential information
          pertaining to matters such as technology, financing and business
          operations, development and integration strategies.

     d.   "SurfNet's Metaphor TM Technology" means the method and system for
          adding functionality to a Web page described in US Patent 6,594,691
          issued to SurfNet on July 15, 2003.

     e.   "YP.net's Business" means the business of providing internet-based
          yellow page advertising space on or through www.Yellow-Page.Net, www.
          YP.net and www.YP.com.

2.   INTENTION. This will confirm the mutual intentions of the Parties to enter
     into a licensing agreement or other business arrangement to exploit the
     synergies between YP.net's Business and SurfNet's Metaphor(TM) Technology.
     The Parties will endeavor to execute all definitive agreements by December
     1, 2003. Except as provided in Section 7, the Parties agree that neither
     company will disclose the fact or content of their discussions to others
     unless required by law or if both parties agree to do so.


<PAGE>
3.   EXCLUSIVITY; JOINT DEVELOPMENT EFFORTS; STOCK SWAP. The definitive
     agreements referred to in Section 2 above will include provisions stating
     the following:
     a.   SurfNet will not enter into a licensing agreement or other business
          arrangement relating to SurfNet's Metaphor(TM) Technology with any
          third party engaged in the business of providing Internet-based yellow
          page advertising space, and (II) YP.net will not enter into a
          licensing agreement or other business arrangement with any third party
          having technology providing the same or similar functionality as
          SurfNet's MetaphorTM Technology.

     b.   Derivative works (as defined in the United States Copyright Act) and
          other modifications, improvements, fixes, enhancements, and upgrades
          with respect to SurfNet's MetaphorTM Technology that are jointly
          developed by the Parties shall be jointly owned by the Parties, and
          that, with respect to such jointly developed derivative works, each
          shall grant to the other a worldwide, non-exclusive, fully-paid,
          royalty-free, irrevocable, sublicensable license to make, have made,
          use, sell, offer for sale, import and otherwise exploit such
          derivative works, including products or services that include or rely
          on or use such derivative works.

     c.   The Parties will exchange shares of stock in an amount and on the
          basis of an exchange ratio to be agreed upon.

4.   CONFIDENTIALITY. During the course of SurfNet's and YP.net's discussions,
     the parties will disclose Protected Information. As a condition to sharing,
     whether in writing or orally, Protected Information, each Party hereby
     acknowledges and agrees as follows:

     a.   The Protected Information, whether now or hereafter shared, in whole
          or in part, is confidential.

     b.   The business and prospects of a Party could be damaged if the other
          Party discloses Protected Information to any person without such
          Party's consent.

     c.   Each Party will each keep confidential and refrain from disclosing or
          divulging to any person the other's Protected Information without the
          other's prior written consent (other than disclosures by a Party to
          its agents, representatives or employees who will be bound by the
          terms of this Agreement and advised that the other's Protected
          Information must be treated as confidential).

     d.   Each Party will not use the other's Protected Information (nor permit
          the use thereof) in a manner or for a purpose detrimental to the
          other's business.

     e.   Obligations of confidentiality with respect to Protected Information
          which constitutes trade secrets under the Uniform Trade Secrets Act
          (or other similar applicable law) will extend for so long as such
          information remains a trade secret.

     f.   Obligations of confidentiality with respect to Protected Information
          that is not covered under the Uniform Trade Secrets Act (or other
          similar applicable law), will (i) be defined in a subsequent agreement
          entered into between the Parties, or, (ii) if no such subsequent
          agreement is executed, extend for three (3) years from the date the
          Parties mutually agree, or one Party notifies the other, that a
          licensing agreement or other business arrangements between them
          relating to the subject matter hereof will not be consummated.

     g.   Wrongful disclosure or use of Protected Information in contravention
          of the provisions of this agreement will give rise to irreparable
          injuries not adequately compensable in damages. In the event that
          preliminary injunctive relief to maintain the status quo is required,
          such relief may be


                                       2
<PAGE>
     sought by a Party from any court of competent jurisdiction, and each Party
     agree to be bound by any and all orders rendered by such court. No failure
     or delay in exercising any right, power or privilege hereunder will operate
     as a waiver thereof nor will any single or partial exercise thereof
     preclude any other or further exercise thereof or the exercise of any
     right, power or privilege. No Party can waive or amend any provision hereof
     except with the other Party's written consent, which consent will
     specifically refer to any such provision and explicitly make such waiver or
     amendment.

5.   NONBINDING. Although SurfNet and YP.net may exchange proposals (written or
     oral), term sheets, draft agreements or other materials, neither party will
     have any obligations or liability to the other party unless and until
     SurfNet's and YP.net's authorized representatives sign definitive written
     agreements. Either party can end these discussions at any time, for any
     reason, and without liability to the other. Each party remains free to
     negotiate or enter into similar relationships with others. Any business
     decision either party makes in anticipation of definitive agreements is at
     the sole risk of the party making the decision, even if the other party is
     aware of, or has indicated approval of, such decision.

6.   PUBLICITY. Neither party shall identify, either expressly or by
     implication, this relationship, the other party or use any of the other
     party's names, trademarks, trade names, services marks, or other
     proprietary marks in any marketing material, advertising, press releases,
     publicity matters or other promotional materials without the other party's
     prior written approval. The Parties will issue a mutually agreed upon joint
     press release within five business days following the execution of this
     Letter of Intent announcing the execution hereof. Except as required by law
     or applicable listing agreement, no other press release shall be issued
     regarding the execution of this Letter of Intent by either Party without
     the prior written consent of the other. Notwithstanding the foregoing, the
     Parties will be permitted to make reference to the matters addressed in the
     Letter of Intent in other press releases, provided that such references are
     consistent in substance with the initial press release.

7.   STOCK PURCHASE. SurfNet shall sell to YP.net, and YP. Net shall purchase
     from SurfNet 11,667 shares of Common Stock (collectively, the "Shares"),
     for an aggregate price of $35,000.00 (the "Purchase Price"), based upon the
     closing sale price of the Common St6ock as quoted on Yahoo Finance on
     September 24, 2003, payable in immediately available funds upon execution
     of this Agreement and a Subscription Agreement mutually agreeable to the
     Parties. Thereupon, SurfNet shall issue to YP.net certificates representing
     the Shares registered on SurfNet's stock ledger in the name of YP.net
     equaling the aggregate number of Shares being purchased by UP.net under
     this Agreement. YP.net agrees that the certificates representing the Shares
     shall bear a legend in substantially the following form:

     "The shares represented by this certificate are "restricted securities" as
     that term is defined in Rule 144 promulgated under the Securities Act of
     1933, as amended (the "Securities Act"), and may not be offered, sold or
     otherwise transferred, pledged or hypothecated except in a transaction
     registered under the Securities Act or in a transaction exempt from such
     registration."

8.   EXPENSES. Each party will re responsible for its own expenses and costs
     related to these discussions. Neither party is authorized to make any
     commitments or statements on behalf of the other party.

9.   GOVERNING LAW. The substantive laws of the State of Arizona govern this
     Letter of Intent.

10.  COMPLETE AGREEMENT. This Letter of Intent represents the complete and
     exclusive understanding of the Parties on this subject and supersedes all
     proposals or other prior agreements, oral or written, and all other
     communications between the Parties relating to this subject. This letter of
     Intent can only be


                                       3
<PAGE>
     modified by a writing signed by each Party that states it amends this
     Letter of Intent. The parties indicate their agreement to the terms of this
     Letter of Intent by signing below.

Very  truly  yours,

SURFNET  MEDIA  GROUP,  INC.


By:  /s/  Robert  D.  Arkin
     -------------------------------------
     Robert  D.  Arkin
     Chief  Executive  Officer


ACKNOWLEDGED  AND  AGREED:

YP.NET,  INC.

By:  /s/  Angleo  Tullo
     -------------------------------------
     Angleo  Tullo
     Chief  Executive  Officer

Effective  Date:  Aug  26th  2003
                --------------------------

                                       4
<PAGE>