Exhibit 10.29


                                    INTER-TEL
                                  LEASING, INC.

                               Total Lease Program
                                 Lease Agreement

================================================================================
          LEASE NUMBER                             INTER-TEL ACCOUNT NO.
            118440
--------------------------------------  ----------------------------------------

                        RENT COMMENCEMENT DATE: 05/01/02
                                                --------

                              SCHEDULE OF PAYMENTS

        36    MONTHLY PAYMENTS OF $3,040.58
        -----                      -------------------------------------------
                                   (applicable taxes to be billed)

EXCEPT AS OTHERWISE INDICATED BELOW:

[_]  QUARTERLY

[_]  OTHER ___________________________________________________________________

           _____ PAYMENTS OF $ _______________________________________________
                                       (applicable taxes to be billed)

PAYABLE AT SIGNING OF THE LEASE (check one)

[_]  SECURITY DEPOSIT PER PARAGRAPH 5 $ ______________________________________
[_]  FIRST _____ TOTAL PAYMENT $ _____________________________________________
[_]  OTHER ___________________________________________________________________
================================================================================
BRANCH OFFICE ADDRESS:
     4909 E. McDowell Rd. Ste 106
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CITY                                            COUNTY
     Phoenix                                    Maricopa
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STATE                                           ZIP
     Arizona                                    85008
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LOCATION OF EQUIPMENT IF OTHER THAN BELOW:

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CITY                                            COUNTY

--------------------------------------------------------------------------------
STATE                                           ZIP

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EQUIPMENT DESCRIPTION:
                          STATED ON ATTACHED SCHEDULE 1
================================================================================
Dear Lessee: We have written this lease in plain language because we want you to
fully  understand  its terms.  Please read your copy of this lease carefully and
feel  free to ask us any questions you may have about it.  We use the worlds you
                                                                             ---
and  your to mean the lessee indicated below.  The words we, us and our refer to
     ----                                                --  --     ---
the  lessor indicated below.  The words the Branch refer to the branch office of
                                        --- ------
Inter-Tel  Communications,  Inc.  or  Inter-Tel  DataCom,  Inc.  or  InterTel
Technologies,  Inc.  with  which  you  have entered into a separate agreement to
install  and maintain the equipment you are leasing.  The words branch agreement
                                                                ------ ---------
refer  to  the  agreement  between  you  and  the  Branch  for the installation,
maintenance  and  warranty  of  the  equipment.

     1.   LEASE  AGREEMENT:  You agree to lease from us and we agree to lease to
you  the  equipment  listed  above,  which  you  agree will be used for business
purposes  only.  You  promise  to  pay  us the sum of all of the rental payments
indicated  on the schedule above and/or attached, which sun can be calculated by
multiplying  the  number  of  payments times the payment amount indicated on the
schedule(s).  You  may  request,  from  time  to time, that additional equipment
added  will become a part of this agreement and also agree to pay the additional
rental  payments  due.

     2.   ORDERING  EQUIPMENT:  You  request  that  we  arrange  delivery of the
equipment  to  you  by  the  Branch.  If  the  equipment has not been delivered,
installed,  and  accepted  by you within forty-five (45) days from the date that
we  ordered  the  equipment,  we  may  on  ten  (10)  days written notice to you
terminate  the  lease  and  our  obligations  to you.  In the event that we have
issued  a  purchase  contract  or  order  for  the equipment, you agree that the
purchase  order  or  contract  is acceptable to you.  If you have entered into a
purchase  contract  for  the  equipment, you agree to assign it to us, effective
when  we  pay  for  the  equipment.

     3.   NO  WARRANTIES:  WE  ARE LEASING THE EQUIPMENT TO US "AS IS".  WE MAKE
NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  WARRANTIES  OF  FITNESS FOR A
PARTICULAR PURPOSE OR ORDINARY USE IN CONNECTION WITH THIS LEASE.  If the branch
or  anyone else has made a representation or warranty to you as to the equipment
or  any  other  matter, you agree that any such representation or warranty shall
not be binding on us, nor shall the breach of such relieve you of, or in any way
affect, any of your obligations to us under this lease.  If the equipment is not
satisfactory  for  any reason, you shall make your claim only against the Branch
and you shall nevertheless pay us all rent payable under this lease.  So long as
you  are not in default under any of the terms of this lease, we transfer to you
any  warranties  made  to  us  by  the  Branch,  manufacturer  or supplier.  You
understand  and agree that only an authorized officer of Inter-Tel Leasing, Inc.
is  authorized  to  waive  or  change any term or condition of this lease and no
change  is  valid  until  and unless it is reduced to writing and signed by both
parties.  YOU  AGREE  THAT,  REGARDLESS  OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM
WHATSOEVER  AGAINST  US  FOR  LOSS  OF PROFITS YOU EXPECTED TO MAKE OR ANY OTHER
DIRECT,  SPECIAL  OR  INDIRECT  DAMAGES.  You  acknowledge  that we shall not be
responsible  for any service, repairs, or maintenance or service provided by the
Branch.  We  are  not  a  party  to the Branch Agreement or any other agreements
between  you  and  the  Branch,  and  even  if  you have a dispute regarding any
maintenance  or  service provided by the Branch, you will continue to pay us all
payments  due under this lease and all schedules to this lease.  We agree to use
our best efforts, on your behalf, to cause the Branch to perform its obligations
under  the  Branch  Agreement.

     4.   NON-CANCELLABLE  LEASE:  Except  as  provided by the upgrade provision
contained  in  the  Branch  Agreement,  this  lease  cannot  be  cancelled.

  SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS
                                      LEASE
================================================================================
ACCEPTED:  INTER-TEL LEASING, INC. LESSOR
     1140  WEST  LOOP  NORTH,  HOUSTON,  TEXAS  77055-7218

BY:  /s/ Susan Otto, VP                                        DATE:  5-17-02
     ---------------------------------------------------------       ---------
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DELIVERY  AND  ACCEPTANCE  OF  EQUIPMENT

I  HEREBY CERTIFY ON BEHALF OF THE LESSEE THAT ALL OF THE EQUIPMENT TO BE LEASED
HAS BEEN DELIVERED AND INSTALLED.  THE INSTALLATION AND ALL OTHER WORK NECESSARY
FOR THE EQUIPMENT'S USE HAS BEEN SATISFACTORILY COMPLETED.  THE DELIVERY DATE IS
THE  DATE  THIS  ACCEPTANCE  IS  SIGNED.

Signature  X  /s/  Carl Puerschner                              Date:  4-19-02
              ------------------------------------------------       ---------
Print Name:  Carl Puerschner                                    Time: DOT.
             -------------------------------------------------       ---------
================================================================================
LESSEE (FULL LEGAL NAME)
YP. NET, INC
------------------------------------------------------------------------------
4840 E. Jasmine St. Suite 105  Attn: Acctng
------------------------------------------------------------------------------
BILLING  ADDRESS

Mesa                         Maricopa          AZ                      85205
------------------------------------------------------------------------------
CITY                         COUNTY          STATE                      ZIP

PHONE  NO.  (480) 860-0011                                     DATED  02/12/02
                  -------------------------------------------       ----------

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(THE  UNDERSIGNED  CERTIFIES  THAT  THE  EQUIPMENT  SHALL  BE  USED FOR BUSINESS
PURPOSES  AND  AGREES  THAT NO MODIFACTION TO THE LEASE WILL BE EFFECTIVE UNLESS
MADE  IN  WRITING  AND  SIGNED  BY  BOTH  PARTIES.

BY  X /s/ Pamela Thompson
     -------------------------------------------------------------------------
Print Name  Pamela Thompson, CFO, Sec CFO
          --------------------------------------------------------------------
================================================================================
                                PERSONAL GUARANTY

     I  guarantee  that  the lessee will make all payments and pay all the other
charges  required  under this lease when they are due and will perform all other
obligations under this lease fully and promptly.  I also agree that you may make
other  arrangements  with  the  lessee and I will still be responsible for those
payments  and  other  obligations.  You  do  not have to notify me if the lessee
fails  to  meet all of the obligations under the lease.  If lessee fails to meet
all  of  its  obligations, I will immediately pay in accordance with the default
provisions  of  the lease all sums due under the original terms of the lease and
will  perform all other obligations of lessee under the lease.  I will reimburse
you  for  all the expenses you incur in enforcing any of your rights against the
lessee  or  me,  including  attorney  fees.  If this a corporate guaranty, it is
authorized  by  the Board of Directors of the guaranteeing corporation.  If this
is  a  partnership  guaranty,  it is authorized under the partnership agreement.
THIS  GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.  I AGREE AND
CONSENT  THAT  THE  COURT  OF  THE  STATE OF TEXAS, HARRIS COUNTY OR ANY FEDERAL
DISTRICT  COURT  HAVING  JURISDICTION IN THAT COUNTY SHALL HAVE JURISDICTION AND
SHALL  BE  PROPER  LOCATION FOR THE DETERMINATION OF DISPUTES ARISING UNDER THIS
LEASE.  I  agree  and  consent  that you may serve me by registered or certified
mail, which will be sufficient to obtain jurisdiction.  I waive trial by jury in
any  action  between  us.

X
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PERSONAL GUARANTOR SIGNATURE     PRINT NAME     SOCIAL SECURITY NUMBER    DATED

X
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PERSONAL GUARANTOR SIGNATURE     PRINT NAME     SOCIAL SECURITY NUMBER    DATED
================================================================================


<PAGE>
                                                                       INTER-CEL
                                                               TECHOLOGIES, INC.

                                   SCHEDULE 1
                  EQUIPMENT ITEMIZATION and SYSTEM FEATURES FOR
                                     YP.net
                                     ------

PBX EQUIPMENT CABINET SYSTEM
     1    AXXESS 256 NT-CPU Desktop PBX
     1    AXXESS Expansion Cabinet
     1    Voice Mail 8 Ports - NT Platform (150 Hours Storage)
     1    OPC  Card
     1    DSP  PAL

TERMINALS:
     10   Executive Digital Telephone with 6 lines x 16 character Display
     10   Standard Digital Telephone with 2 lines x 16 character Display
     40   Basic Digital Keysets
     2    Busy Lamp Field/DSS
     2    PCDPM (for DSS/BLF)
     3    INT2000 Cordless Phones

STATION CARDS:
     4    DKSC- 16 Port Digital Station Card (equipped for 64 digital phones)
     1    SLC- 16 Ports, AC Ring (for Oaisys application)
     1    Power Supply for SLC-16

TRUNK/LINE CARDS:
     3    AXXESS T1/PRI Card with CSU, 2 DTMP Senders & Cable
     2    AXXESS T1 Card with CSU, 2 DTMF Senders and Cable
     1    AXXESS 4 Port Loop Start CO Card
     1    AXXESS 4 Port Daughter CO Card

SOFTWARE:
     1    AXXESS 5.3 100-Unit Standalone Software Key

TASKE ACD CAL REPORTING:
     1    TASKE Mitel to Inter-Tel Path**
     1    Additional Supervisor Client


<PAGE>
                                                                       INTER-CEL
                                                               TECHOLOGIES, INC.

SCREEN  POP  APPLICATIONS  (OASYS):
     1    OAISYS Net  Server Software
     25   NetPhone
     1    Auto Call Record
     1    Call-Router, System Level
     1    Database Assistant
     12   Voice Assistant Software
     3    4 Port Analog Voice Card
     1    OAISYS 2000 Server (Base server - all options extra)

OTHER:
     1    Music-On-Hold Hook-up
     1    Desktop OAIC Developers Toolkit
     1    Reader Board for ACD 2 lines x 54  characters
     1    150 foot/50 pair feeder cable
     1    Prewire for reader board
     Lot  Installation & Training
     1    Yr Parts & Labor Warranty


TOTAL SYSTEM PRICE:   $109,890.55

TOTAL SALE PRICE:     $ 83,500.00**


*  Price  include  Qwest  Local  Service  w/2  Free  Rental  T1  cards
**  Upgrading  existing  Mitel  TASKE  to  Inter-Tel  version


Inter-Tel  Technologies,  Inc               YP.net

/s/  Suzette  Chezman                       /s/  Angelo  Tullo
-----------------------------               -----------------------------
Signature                                   Signature

2/4/02                                      2/4/02
-----------------------------               -----------------------------
Date                                        Date


<PAGE>
                                   SCHEDULE II
                             To Branch Agreement for
               Installation, maintenance and warranty of equipment

                               AXXESS (36 MONTHS)
This  Schedule 2 more particularly identifies the Customer's options relating to
Add-On  Equipment  Rates, Renewal Options, Upgrade Capability, and Transfer Cost
for  System  Relocation  once  signed  by  the  Customer  becomes  a part of the
Agreement  between  YP.net  Inc  and  the  branch.
                    -----------

     1.   Add-On  Equipment  Rates

          A.   The  following  listed  equipment can be added at any time during
               the  term  of the Agreement at the following rates and as long as
               such  additions  are  within  the  system's  capabilities.

<TABLE>
<CAPTION>
               EQUIPMENT                             DESCRIPTION                         MONTHLY RATES
               ---------                             -----------                         -------------
<S>                                                  <C>                                 <C>

               550.2200                              DKSC - 8                                27.40
               550.2250                              DKSC -16                                57.51
               550.2300                              LSC                                     26.98
               550.2301                              LSC Daughter Card                       21.52
               550.3018                              Inter-Tel PCDPM Card                    14,44
               550.3015                              Axxess MDPM Card                        15.85
               550.4400                              Std. Digital Green/Red LED              26.93
               550.4500                              Executive Digital Gr/Red LED            33.66
               550.4200                              DBS                                     28.66
               520.4300                              Basic Digital Green/Red LED             22.00
               550.2208                              Analog Keyset Card                      60.62
               550.2101                              Single-Line Cart (SLC8)                 60.62
               550.2116                              Single-Line Card (SLC16)               104.67
               550.2309                              LGC Card                                42.52
               550.2310                              LGC Daughter Card                       35.03
               770.4500                              IP Phone                                44.21
               770.2260                              IPC Card                                90.12
               550.2220                              ISDN Basic Rate Station Interface       83.35
               550.2230                              ISDN Basic Rate U Interface Card       126.84
               550.2740                              ISDN T-1/ E-1 PRI                      122 01
               827.8877                              ISDN PRI PAL                            59.19

                                                     CPU MIGRATION PRICING FOR CPU
                                                     -----------------------------
                                                     EXPANSIONS
                                                     ----------
               550.2015                              64 to 128 CPU**                         75.59
               650.9037                              123 to 256 CPU**                       133 81
               BOTH PARTS BELOW REQUIRED             256 to 512"-includes both parts        236.92
               >>550.2026                            >>PCM-F Card for 256 to 512
               >>550.9036                            >>CPU Slave
               **Hardware only: Software, memory
               or new Pal (if needed) not included.
                                                     SOFTWARE UPGRADE
                                                     ----------------
                                                     Fixed Software Upgrade                  15.00
</TABLE>


          B.   There  will  be  no  additional  charges  for installation if the
               equipment  is  added to the present office location. Any detached
               locations  will  be  priced  with  additional  labor and material
               charges  in  effect  at  the  time  of  such  installation.
          C.   The  Customer  agrees that Add-On Equipment orders are subject to
               credit  approval,  and  the Customer cannot be in default of this
               Agreement  or  the  Lease  Agreement.


<PAGE>
     II.  Renewal  Options

          A.   The  Customer  has  the  option  to  renew  this Agreement for an
               additional  term of three (3) years which period of time shall be
               defined  as  the  Renewal  Option  Term.
          B.   The  monthly  rental  price  for the Renewal Option Term shall be
               equal  to fifty percent (50%) of the rental rate in effect at the
               time  of  the  renewal  including  supplements.
          C.   The  Maintenance  and  Warranty  provisions  contained  in  this
               Agreement  shall  continue  in  full  force and effect during the
               Renewal  Option  Term.
          D.   The Add-On Equipment Rates as specified in Article I hereof shall
               be  applicable  for  the  duration  of  the  Renewal Option Term.


     III.  Upgrade  Capability

          The  Customer  is hereby granted the option to upgrade its system with
          Inter-Tel  with  no  financial  penalties  or  cancellation  charges.
          Inter-Tel  guarantees  that the upgraded system rates will be the same
          as  offered  to  other  customers  with  the  same system. In order to
          qualify,  the  Customer  hereby  agrees  to  the following provisions:

          A.   At  least  twenty-four  (24) payments shall have been received by
               Inter-Tel  on  this  Agreement.
          B.   The  central  operating unit and substantially all of the station
               equipment  of the current system must be replaced and/or upgraded
               with  either  (1)  a  larger  capacity  unit, or (2) and equal or
               larger  capacity  unit  relative  to a newer technology providing
               additional features and capabilities. In either event, the number
               of  installed  telephones or phone lines must be equal or greater
               than  the  current  system.
          C.   The  Customer  cannot  be  in  default on this Agreement, and the
               upgrade  is  subject  to  credit  approval.


     IV.  Transfer  Cost  for  System  Relocation

          The Customer is hereby granted the right to have Inter-Tel perform the
          labor  of  relocating the system at a thirty percent (30%) discount of
          the  standard  published  rate  of  Inter-Tel in effect at the time of
          relocation  of  the  system.




     /s/  Pamela  Thompson
     --------------------------------------------
     Signature by Customer for Identification
     Pamela Thompson CFO


<PAGE>