SE G. MARTIN SECURITIES LLC


                                  March 9, 2001


Mr.  Angelo  Tulle
Chairman
YP.NET,  INC.
4840  East  Jasmine  Street,  Suite  105
Mesa,  Arizona  85205

Dear  Mr.  Tullo:


This  will confirm the arrangements, terms and conditions pursuant to which S.G.
Martin  Securities  LLC  ("Advisor") has been retained to serve as an investment
banker  to  YP.NET,  INC. (the "Company") for a one (l}year period commencing on
the  date hereof, subject to the termination provisions set forth in Paragraph 2
hereof.  For good and valuable consideration, the sufficiency of which is hereby
acknowledged,  the  undersigned  hereby  agree  to  the  following  terms  and
conditions:

     1.   Duties  of  Advisor.  Advisor  shall, as more fully set forth below in
          -------------------
          this  Paragraph  1,  assist the Company in formulating, initiating and
          implementing  the  Company's  strategic business and capital formation
          plans  and programs. Without limiting the generality of the foregoing,
          Advisor  agrees  to:

          (a)  undertake,  in  conjunction  with  the Company, an evaluation and
               analysis  of  the  business  operations; strategic business plan;
               corporate,  capital  and  shareholder structures; management (and
               together  with  the  Company's Board of Directors, "Management");
               financial  condition;  prospects; and capital requirements of the
               Company;

          (b)  assist the Company in its presentation to the brokerage community
               and the introduction to security firms and brokers other than S.C
               Martin;

          (c)  assist  in  preparation  and  filing  of  Form  15C2-ll;

          (d)  develop  the  capital formation strategy and program necessary to
               fund  and facilitate the Company's strategic plan and, assist the
               Company  in  effectuating  the  specific  financing,  business
               combination,  or  series  of  transactions  (Individually  the
               "Transaction" and together the "Transactions")determined pursuant
               to  discussions  between  the  Company  and  Advisor;  and

          (e)  be  available on request, on appropriate notice, to meet with the
               Company's  Management  and/or  Board  of Directors to discuss, as
               appropriate,  the  Company's  strategic  plan  and a Transaction.

1025  OLD COUNTRY ROAD, SUITE 302N WESTBURY, NY 11590  TEL. (800) 563-0090  TEL.
(516)  869-090O  FAX  (516)  869-1244


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     The  services  described  in Paragraph 1 may be rendered by Advisor without
any  direct supervision by the Company and at such time and place in such manner
(whether  by  conference,  telephone,  letter  or  otherwise)  as  Advisor  may
reasonably  determine.

     2.   Term.  The  term of Advisor's engagement hereunder shall extend for up
          ----
          to  twelve  (12)  months  commencing  on the date hereof (the "Term"),
          however;  can  be  terminated  by  either  party  upon 60 days written
          notice.

     3.   Compensation  and Expense Reimbursement.
          ---------------------------------------

               (a)  A non-refundable retainer of $12,500.00 and 25,000 shares of
               common  stock  payable  and  issued  to S.G. Martin Securities no
               later  than  10  days  after  the  execution  of  this Agreement;

               (b)  $5,000.00  per  month  due  on  the  first  of  each  month,
               commencing  from  the  1st month proceeding the execution of this
               Agreement and continuing monthly thereafter, for the term of this
               Agreement  with the final 2~ month's payments to be deducted from
               the  retainer;

               (c)  A  warrant,  to  vest  quarterly  during  the  term  of this
               Agreement,  to  purchase  50,000  shares  of  common stock of the
               Company  at  an  exercise price of $0.50 per share. (All warrants
               issued  to  S.G.  Martin Securities pursuant to the terms of this
               Agreement shall be exercisable for a period of five (5) years and
               have  demand  and piggy-back registration rights). As approved by
               the  Board;  and

               (d)  Advisor  shall  be  promptly  reimbursed  for all reasonable
               out-of-pocket expenses incurred in connection with its engagement
               hereunder  not  to  exceed  $500.00  without  prior  approval.

     4.   No  Agency Authority. The Advisor shall have and shall not hold itself
          --------------------
          out  as having any authority to act as agent for the Company or bid it
          in  any  way.


     5.   Company's  Responsibilities,  Representations  and  Warranties.
          ----------------------------------------------------------------

          In connection with S.G. Martin Securities engagement, the Company will
          furnish  S.G.  Martin  Securities  with any information concerning the
          Company  that  S.C  Martin Securities reasonable deems appropriate and
          will  provide  S.G.  Martin  Securities  with  access to the Company's
          officers,  directors,  accountants,  counsel  and  other advisors. The
          Company  represents  and  warrants  to S.G. Martin Securities that all
          such information concerning the Company, does not and will not contain
          any  untrue  statement  of a material fact or omit to state a material
          fact  necessary in order to make the statements therein not misleading
          in  light  of  the circumstances under which such statements are made.
          The Company represents and warrants to S.G. Martin Securities that any
          financial  projections or forecasts provided to S.G. Martin Securities
          are  "forward  looking statements" as that term is used in Section 21E
          of  the  Securities  Exchange Commission Act of 1934 and represent the
          best currently available estimates by the management of the Company of
          the  future financial performance by the Company (or its business) and
          are  based  upon  reasonable assumptions. The Company acknowledges and
          agrees that S.G. Martin Securities will be using and relying upon such
          information  supplied  by  the  Company  and  its officers, agents and
          others  and  upon  any other publicly available information concerning
          the  Company  without  any  independent  investigation or verification
          thereof  or  independent  appraisal  by  S.G. Martin Securities of the
          Company  or  its  business  or  assets;  and

     6.   Available  Time.  Advisor shall make available such time as it, in its
          ---------------
          reasonable  discretion,  shall deem appropriate for the performance of
          its  obligations  under  this  Agreement.

     7.   Relationship.  Nothing  herein shall constitute Advisor as an employee
          ------------
          or agent of the Company, except to such extent as might hereinafter be
          agreed  upon  in  writing  for  a  particular purpose. Except as might
          hereinafter  be expressly agreed, Advisor shall not have the authority
          to  obligate  or  commit  the  Company  in  any  manner  whatsoever.

     8.   Confidentiality  Relating  to  this Agreement. Neither the Company nor
          ---------------------------------------------
          Advisor  shall  disclose  (except  to  its  partners,  accountants and
          attorneys),  without  specific  consent  from  the  other  party,  any
          information  relating  to  this  Agreement  or  any  Transactions
          contemplated  hereby,  including  without limitation, the existence of
          this  Agreement.


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     9.   Assignment. This agreement shall not be assignable by any party except
          ---------
          to  successors  to  all or substantially all of the business of either
          party  for  any reason whatsoever without the prior written consent of
          the other party, which consent may not be unreasonably withheld by the
          party  whose  consent  Is  required.

     10.  Amendment.  This  Agreement  may  not be amended or modified except in
          ---------
          writing  signed  by  both  parties.

     11.  Governing  Law.  This  Agreement shall be deemed to have been made and
          -------------
          delivered  in  New  York  City,  and  both  this  agreement  and  the
          transactions  contemplated  hereby  shall  be governed as to validity,
          interpretation, construction, effect, and in all other respects by the
          internal  laws  of  the  State  of  New  York.

Advisor is delighted to accept this engagement and looks forward to working with
you  on this assignment.  Please confirm that the foregoing correctly sets forth
our  agreement  by  signing  this enclosed duplicate of this letter in the space
provided  and  returning  it,  whereupon  this letter shall constitute a binding
agreement  as  of  the  date  first  above  written.



                                  Very  truly  yours,

                                  S.G.  MARTIN  SECURITIES  LLC
                                  By:
                                     ----------------------------------
                                       Stephen  J.  Drescher
                                       Director  of  Corporate  Finance



AGREED  AND  ACCEPTED  AS  OF
THE  DATE  FIRST  ABOVE  WRITTEN:

YP.NET,  INC.

By:________________________________________
   Angelo  Tullo  Chairman


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