EXHIBIT 10.35

Trade  Acceptance  DRAFT  PROGRAM
Buyer  Acknowledgment

(Buyer) YP.Net, Inc.
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(Address) 4840 E. Jasmine Street, Ste. 110
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(Address). Mesa, _AZ 85205
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Federal ID Number:   850506668
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Name and Title of Person(s) Authorized
to Sign on Behalf of Buyer:                        Angelo Tullo, President
                                              ----------------------------------

BUYER  IN  ITS BUSINESS PURCHASES PRODUCTS, GOODS AND/OR SERVICES AND/OR BORROWS
MONEY  IN  CONNECTION  WITH  EITHER  :A  COMMERCIAL  OR  FINANCIAL  TRANSACTIONS
(COLLECTIVELY  REFERRED  TO  AS  THE "MERCHANDISE") FROM COMMERCIAL PROVIDERS OF
SUCH MERCHANDISE (HEREAFTER "SUPPLIERS"). BUYER HAS BEEN INTRODUCED TO THE TRADE
ACCEPTANCE  DRAFT  PROGRAM  (THE "TAD PROGRAM") OFFERED BY ACTRADE CAPITAL, INC.
("ACTRADE").

SIGNING THIS ACKNOWLEDGMENT FORM IMPOSES NO OBLIGATION UPON BUYER TO USE THE TAD
PROGRAM  AT  ANY TIME. BY SIGNING THIS ACKNOWLEDGMENT FORM, BUYER CONFIRMS THAT,
IF IT ELECTS TO USE THE TAD PROGRAM IN THE FUTURE, THEN BUYER, BY ISSUING ONE OR
MORE  TADS  (AS DEFINED BELOW) PREPARED IN CONNECTION WITH TRANSACTIONS WITH ITS
COMMERCIAL  SUPPLIERS,  AND  IN CONSIDERATION OF ACTRADE'S PURCHASE THEREOF FROM
SUCH  COMMERCIAL  SUPPLIERS,  CONFIRMS  ITS AGREEMENT THAT THE FOLLOWING GENERAL
TERMS  SHALL  APPLY:

1.   THE  TAD:  Actrade  has  developed  and  administers  the  patented  "Trade
     Acceptance  Draft"  (TAD) Program and has developed and recently introduced
     the Electronic Trade Acceptance Draft (E-TAD) Program which is, in essence,
     the  electronic,  on-line version of the original TAD Program. For purposes
     of  this  Agreement  all  references  to  "TAD" shall include both TADs and
     E-TADs  and  "TAD Program" shall include both the TAD Program and the E-TAD
     Program.  A  TAD  is  a  draft  prepared in connection with a commercial or
     financial  transaction  on  the  account  of the Buyer, which is issued and
     signed  by  the  Buyer  as payment for Merchandise. By issuing a TAD, Buyer
     hereby  agrees  to pay such TAD at a designated bank when it becomes due. A
     TAD  identifies  a specific amount due on a specific date in the future, as
     agreed to by Buyer, and is payable from a specific, designated bank account
     of  Buyer,  A  TAD  is  an instrument evidencing Buyer's obligation to make
     payment  for  Merchandise under the Uniform Commercial Code of the Stale of
     New  York  and  on  its  due  date serves as a pre-authorized payment draft
     against  the  designated account in exactly the same fashion as an ordinary
     check;

2.   FULL  PERFORMANCE: By Buyer's participation in Actrade's TAD Program, Buyer
     agrees  that  Actrade,  and  any  subsequent  holders of TADs, may deem the
     Merchandise  for  which it has paid by issuing any TAD or TADs to have been
     received  as  ordered,duly  inspected,  if  appropriate,  and  found  the
     Merchandise to be acceptable and Actrade may rely upon delivery of the TADs
     as  evidence  of  full  performance  by  Supplier;

3.   NO  CINNERCUAK DISPUTE: Buyer has no, and will not in the future claim any,
     commercial dispute, defense, claim or offset which would cause or permit it
     to  refuse  payment  of  a  TAD when presented for payment on the due date.
     Nothing  herein  shall  limit  or otherwise adversely affect Buyer's rights
     against  its  Supplier;

4.   AVAILABLE  FUNDS:  On  the  due  date of any TAD, Buyer will have available
     funds on deposit in the bank account at the bank designated by the Buyer to
     permit  payment  of  such  TAD  when  presented  (the  "Paying  Bank");

5.   NEGOTIABILITY:  The  TADs  are  negotiable  instruments  as  defined in the
     Uniform  Commercial  Code of the State of New York, and in particular under
     Sections 3-104 and 3-409 thereof, and can be transferred by the endorsement
     of  Seller  or  any  subsequent  holder  of  the  TAD;

6.   PAYING  BANK: If Buyer changes the account designated for TAD payment, such
     change  must  be  made on at least 10 days prior written notice to Actrade;

7.   DEFAULT: If Buyer defaults in the payment of any of the TAD(s) purchased by
     Actrade:
     a)   ACCELERATION  OF DUE DATE: Actrade may accelerate the due dates of all
          other TADs it has purchased from the Supplier which received such TADs
          from  Buyer  so  that  payment  on  all such TADs shall be due 10 days
          following  the  acceleration  date.
     b)   DEFAULT  CHARGES:  Buyer agrees that the face amount of each TAD which
          is  not paid for any reason on the due date thereof (including without
          limitation, a due date accelerated pursuant to Paragraph 7a shall bear
          interest  at  the rate of 1.5% per month from the due date of such TAD
          through and including the date of payment. Buyer agrees to pay Actrade
          such interest together with the face amount of such TAD and any actual
          charges  incurred  by  Actrade in collecting defaulted TADs, including
          bank  charges,  return  fees  and  legal  fees.
     c)   NO FURTHER BUSINESS WITH SELLER: Upon a default in payment of any TAD,
          Buyer  shall  immediately  relinquish its' right to purchase, order or
          request  any  further  Merchandise  from  the  Supplier  to  which the
          defaulted TAD was delivered. At Actrade's request, such Supplier shall
          cease  to  make  any  further sales of Merchandise to Buyer until such
          time  as  all defaulted TADs have been paid in full, together with all
          applicable  default  fees  and  charges  due  to  Actrade;

8.   PAYMENT  AUTHORIZATION:  Actrade  (including any party to whom She TADs are
     sold, assigned, pledged or otherwise transferred) is authorized by Buyer to
     add  to  the  TADs  required  or  appropriate  endorsements,  signatures or
     encoding  of  bank  routing  and  payment  information to permit payment of
     amounts  due  to  Actrade on the due dates by debit from Buyer's account at
     the  specified  Paying  Bank;


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9.   AUTHORIZED  SIGNATURE: Buyer shall ensure that all TADs are signed and that
     the signatures on TADs shall be of persons authorized as a signatory on the
     designated account at the Paying Bank and authorized to execute instruments
     such  as  TADs;

10.  VALID  CORPORATE  OBLIGATION:  Buyer confirms, warrants and represents that
     the  terms,  conditions and provisions herein with respect to Buyers use of
     'TADs  and its participation in (he TAD Program, have been duly approved by
     all  necessary  corporate  action  on  the  part  of  Buyer  and  that this
     acknowledgement  and  each  of  the  TADs  issued by the Buyer shall be the
     valid,  legal  and  binding  obligation  of  Buyer  and  that  all required
     corporate action has been duly taken as required by Buyers charter, by-laws
     or any applicable provisions of law in connection with this acknowledgement
     and  the  TADs  to  be  issued  in  conjunction  herewith;

11.  ARBITRATION:  At  the  sole  discretion of Actrade, any and all disputes or
     claims  arising  out  of  or relating to this Agreement or the relationship
     between  Buyer  and  Actrade,  including any dispute or claim based upon or
     arising from an alleged tort, may be submitted to arbitration in accordance
     with  the  provisions of the rules of the American Arbitration Association,
     to  be  decided  by three (3) arbitrators appointed in accordance with such
     rules.  If  Actrade so elects, the site of such arbitration hearing and all
     proceedings  in  connection therewith shall be New York City, New York, am!
     Actrade  and  Buyer  each  irrevocably  and  unconditionally submit to said
     jurisdiction  and  venue  its New York City. New York. Any such arbitration
     award  shall  be  final  and  binding  upon  both parties concerned and any
     judgment  upon  the  award rendered by the arbitrator may be entered in any
     court  having jurisdiction thereof. Any remedy that would be available from
     a  court  of  law  or  equity, and permitted under this Agreement, shall be
     available  from the arbitrator. Actrade and Buyer agree that this Agreement
     involves interstate commerce and that all arbitration proceedings conducted
     hereunder  shall  he  governed  by  the  Federal  Arbitration Act, 9 U.S.C.
     Sec.Sec.  1.  et  seq.  Actrade  and Buyer hereby expressly agree that this
     paragraph  constitutes  a  valid agreement to arbitrate. The court in which
     any  judgment  upon  the  award  is  entered, whether a confirming court, a
     domesticating  court  and/or an appellate court, shall award all attorneys'
     fees  incurred  by  Actrade  in  connection  with  the proceedings therein.

12.  APPLICABLE LAW, VENUE, JURISDICTION AND SERVICE NF PROCESS. The laws of the
     State  of  New  York  shall  govern  this  Agreement as well as any and all
     disputes arising between Buyer and Actrade. Further, without any limitation
     to  the  foregoing,  Buyer  hereby  confirms its understanding that all TAD
     transactions,  the  TAD  program  and the use of TADs: (i) are specifically
     subject  to  the  provisions of the Uniform Commercial Code of the Stale of
     New  York  and  (ii) that the laws of the State of New York will govern any
     and all disputes concerning electronic signatures. Should Actrade elect not
     to  submit  any  dispute  hereunder  to  arbitration,  Buyer  agrees  and
     irrevocably  submits to the exclusive Jurisdiction of (i) the Supreme Court
     of  the  State  of  New  York,  New  York County and (ii) the United States
     District  Court  for  the Southern District of New York for the purposes of
     any  dispute  arising  out  of  this Agreement or arising between Buyer and
     Actrade  (whether  based upon contract, tort or any other legal principle),
     Buyer irrevocably and unconditionally waives any OBJECTION to the laying of
     Venue of any dispute arising out of this Agreement or arising between Buyer
     and  Actrade  (whether  based  upon  contract,  tort  or  any  other  legal
     principle)  in  (i)  the  Supreme  Court of the State of New York, New York
     County  or  (ii) the United States District Court for the Southern District
     of  New  York.  Buyer further irrevocably unconditionally waives and agrees
     not  to  plead  or  claim  in  any such court that any such action, suit or
     proceeding brought in said court has been brought in an inconvenient forum.
     Furthermore,  Buyer  consents to the service of process in any suit, action
     "or  proceeding  by means of either service upon the Secretary of the State
     of  New  York  hereby  designated  as  Agent  for  service of process or by
     certified  limit,  return  receipt  requested.  addressed  to  Buyer at the
     address  first  above  written, or such other address as the Buyer may from
     time  to  time  designate  in  writing.

13.  DISCLOSURE.  Actrade  is  hereby authorized to release financial statements
     and  related  information  PERTAINING to Buyer for the purpose of assessing
     security  on  Actrade's  behalf;

14.  ASSIGNMENT.  Buyer  agrees  that  it shall not assign this Acknowledgement.
     Buyer  agrees  that  Actrade may assign all of its rights, remedies, powers
     and  privileges  hereunder;

15.  WAIVER  AND  INTEGRATION: This acknowledgment contains the entire agreement
     of  the  parties,  and  supersedes  all  prior  ones.  Specifically,  Buyer
     acknowledges-  that  in signing this agreement, Buyer is not relying on any
     previous  representations  made  by  Actrade  or its representatives. Buyer
     further  acknowledges  that this agreement may only he changed by a written
     agreement  signed  by  the  party  against  whom enforcement of any waiver,
     change,  modification,  extension,  or  discharge  is  sought. Further, you
     confirm  that the headings used in this Letter arc solely for reference and
     our  convenience am! do no! change the meaning of any provision hereof; and

16.  AFFIRMATION  OF  FINANCIAL  STATEMENTS:  Buyer  confirms that all financial
     statements  prepared,  whether  internally or externally, for the Buyer and
     submitted to Actrade are true and accurate representations of the financial
     condition  of  the Buyer in accordance with standard accounting principles.

Company:   YP.Net, Inc.           Paying Bank:       Bank Of America
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Signature:  /s/ Angelo Tullo      Account/ABA Number:  004671574864/122101706
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Print Name:     Angelo Tullo                      ["Official Seal"]
           ------------------                     Margaret M. Molter
                                                 Notary Public-Arizona
Title:     President                                Maricopa County
      -----------------------               My Commission Expires 9/22/2003

Sworn To Before Me this      13th    day of       August      2002
                         ----------          ---------------     -

Notary:  Margaret M. Molter
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TRADE ACCEPTANCE DRAFT PROGRAM
Supplier Letter of Understanding

                                                           August 13      , 2002
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(SUPPLIER COMPANY NAME)    Telco Billing, Inc.
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(ADDRESS)    4840 E. Jasmine Street, Ste. 110
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(ADDRESS)    Mesa, AZ 85205
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Actrade  Capital,  Inc.  ("Actrade")  has developed and administers the patented
"Trade Acceptance Draft" (TAD) Program and has developed and recently introduced
the  Electronic Trade Acceptance Draft (E-TAD) Program which is, in essence, the
electronic,  on-line  version  of the original TAD Program. For purposes of this
Agreement  all  references  to "TAD" shall include both TADs and E-TADs and "TAD
Program"  shall  include both the TAD Program and the E-TAD Program. This Letter
of Understanding is intended to set forth the terms and conditions applicable to
all  transactions  between  us  under  Actrade's  TAD  Program:

1.   PURCHASE  OF TAD. Under any of the available options under the TAD Program,
     Actrade  may  buy  a  Trade Acceptance Draft ("TAD") which you receive from
     your  customers  in  payment  for  goods  and/or  services.

2.   NO  OBLIGATION  ON  EITHER PARTY. You are not obligated to sell any TAD you
     receive,  nor  is  Actrade  obligated  to buy any TAD you offer to sell. In
     connection  with each sale of TADs proposed by you, Actrade will notify you
     of the terms upon which it will buy any TAD from you. The terms under which
     a  TAD will be purchased will be set out in writing in the Bill of Sale for
     each  purchase  transaction.  You  may  either accept the terms offered, or
     reject  them  for  any  reason  at  all.

3.   FULL  PAYMENT  UPON  SALE OF TAD. in general, Actrade will pay you the full
     face  amount  of each TAD purchased by it, less Actrade's fees, charges and
     agreed  upon  discounts.  However,  in some cases the amount of the initial
     payment  may  be less depending upon Actrade's evaluation of your customer,
     the  industry  in  which  you  and  your  customers operate, the product or
     service  sold  and  any  other  factor  that  would have a bearing upon the
     evaluation  of  the transaction. In all cases where you require the precise
     purchase  terms  in  advance  you  must  follow  the  procedure  for  the
     pre-approval  of  your  customers  by  Actrade  (see  Paragraph  8  below).

4.   NATURE  OF  TAD OFFERED. Any TAD offered for sale to Actrade must have been
     duly issued and delivered to you by your customer as payment for the actual
     sale  of  goods  and/or services, in a bona fide contemporaneous commercial
     transaction  entered  into  between  you and your customer. You acknowledge
     that  any TADs offered for sale to Actrade do not represent sales to any of
     your  subsidiaries,  parent  company or affiliates or any of your employees
     without  prior  written  approval  by  an  officer  of Actrade. Yon further
     acknowledge  that  TADs  offered  for sale are of proper and legal form and
     have not been altered in any way (other than being endorsed by you pursuant
     to  Paragraph  16  below)  by  you.

5.   ALL  RIGHTS SOLD WITH TAD. Your sale of any TAD to Actrade is made together
     with  all  proceeds thereof, security and guarantees therefore, all of your
     rights  to  the goods or property which were paid for with such TAD and all
     your  rights  to payment for the goods or services represented by such TAD,
     so  that  Actrade  will have all of the rights of an unpaid supplier of the
     goods  or  services, the sale of which gave rise to such TAD if such TAD is
     dishonored.

6.   TADS NOT PURCHASED BY ACTRADE. Where you have submitted TADs to Actrade for
     purchase and Actrade declines to purchase such TADs, you have the option of
     requesting  Actrade,  for  a nominal charge, to prepare the TADs for direct
     deposit  in  your bank account on the due date. In such a case Actrade will
     grant  you  a  limited  waiver from its patented TAD process for those TADs
     only.

7.   NON-RECOURSE  PURCHASE OF TADS; CONDITIONS WHICH RESULT IN RECOURSE TO YOU.
     The  purchase  of  any  TAD  from  you  is without recourse in the event of
     non-payment of such TAD UNLESS (i) such TAD is not paid when due because of
     an  act  of  fraud  by you in connection with the generation or sale of the
     defaulted  TAD;  OR  (ii)  the non-payment was the result of any commercial
     dispute,  claim  of  offset  or  claimed  counterclaim  against you by your
     customer;  OR  (iii) you violate the provisions of either Paragraph 4 or 11
     hereof.  However,  in the event of a commercial dispute, claim of offset or
     claimed counterclaim against you, Actrade agrees that it will have recourse
     against  you  ONLY  in  the  event  that  a court of competent jurisdiction
     determines  that  Actrade cannot collect the amount of the defaulted TAD(s)
     or  any portion of such amounts from the applicable Buyer by reason of such
     dispute.

8.   CUSTOMER  PRE-APPROVAL.
     A.   CUSTOMER  PRE-APPROVAL.  If  you  desire  pre-approval of the purchase
          terms  for  a  specific customer, you must submit to Actrade the names
          and  required credit information concerning such customer(s) from whom
          you intend to receive TADs. If approved, Actrade will provide you with
          a  written  statement  for  each  approved  customer  (a  "Qualified
          Customer") detailing the amount of credit available for such Qualified
          Customer  (i.e. total face amount of TADs from each Qualified Customer
          which  Actrade  will  purchase),


<PAGE>
          and any other limitation or conditions affecting the purchase price or
          payment  terms  with  respect  to  such  Qualified  Customer.
     B.   WRITTEN STATEMENT REQUIRED. The written statement provided in the case
          of  a  customer  pre-approval must be signed by an authorized and duly
          appointed officer of Actrade before it is valid. Absent such a written
          statement,  Actrade  will  only  he bound by the purchase terms as set
          forth  in  the  Bill  of  Sale for the transaction, which must also be
          signed by an officer of Actrade to he valid, of which yon will only be
          advised  after  Actrade  receives  the  TADs.
     C.   TERMINATION  OR  MODIFICATION OF APPROVAL. Actrade may in its sole and
          arbitrary discretion terminate or modify the approval of any Qualified
          Customer  at  any  time  in  the  event  of  an  adverse change in the
          financial  condition  of  such Qualified Customer or if such Qualified
          Customer  has  defaulted  in  the  payment  of  any  TADs  when  due.

9.   ACTRADE'S RIQHT WITH RESPECT TO DEFAULTED TADS. As owner of any TAD sold by
     you to Actrade, Actrade shall have the right to bring suit, in your name or
     its  own,  and  generally,  will have all other rights which you would have
     with  respect  to  said  TAD  and  the  transaction,  including,  without
     limitation. the right to (i) accelerate or extend the time of payment; (ii)
     settle,  compromise  or  release (in whole or in part) any amount owing, or
     (iii)  where  applicable,  to file, in your name or its own, a lien against
     the property where the services were performed or for which the goods sold.
     Actrade  agrees  it  has no right as against you for any difference owed or
     amount  remaining  on  the  defaulted TADs, unless pursuant to Paragraph 7.

10.  CHARGES  WHERE ACTRADE HAS RECOURSE. In the case where the circumstances of
     a  default  in  payment  of  any  TAD were such that the credits proleclion
     ohlained,  if any, did not fully compensate Actrade fnr any loss related to
     the  Default  of a TAD as to which you were subject to recourse pursuant to
     Paragraph  7  above  or  if  no  such credit protection was obtained, which
     notice  shall  be  given  to yon prior to Actrade's purchase of theTAD, yon
     shall  he obligated to pay to Actrade (i) the face amount of the applicable
     Defaulted  TAD, plus (ii) interest on that amount at the prime lending rate
     as  established  by  Citibank,  N.A. in Mew York City from the original due
     date  of the Defaulted TAD to the date Actrade receives payment of the face
     amount  of  such  Defaulted  TAD,  plus  (iii) when: applicable. all out of
     pocket  costs for collection of the TAD including, but not limited to, bank
     charges,  reasonable  attorney's  fees,  and  the  like.  Upon  making such
     payment,  the Defaulted TAD will be returned to you as if it had never been
     purchased  by  Actrade.

11.  NO  FURTHER  BUSINESS  WITH  CUSTOMER  WHILE  DEFAULT  EXISTS. At Actrade's
     request,  you shall cense to make any further sales of goods or services to
     any customer who defaulted in the payment of any TAD until such time as all
     defaulted  TADs  issued  by  such customer have been paid in full, together
     with  all  applicable default fees and charges due to Actrade. Your failure
     to comply with this requirement will result in Actrade having full recourse
     against  you  for  the  amount owed by your customer upon any TAD issued by
     such  customer,  including,  but  not  limited  to,  the  TAD  face amount,
     interest,  fees  and  reasonable  attorney's  fees  for  collection.

12.  RIGHT OF OFFSET. Actrade has the right to offset against any amounts due to
     you  any  amounts  you  owe  to  Actrade.

13.  Changes  to Program Terms and Conditions. Actrade may from time to time, in
     its  sole  discretion,  make  changes or additions in the general terms and
     conditions  applicable  to  its  TAD  Program or to any TAD Program option,
     including  the  discontinuance  or  addition  of  any  options or services.
     However,  Actrade  confirms that any such changes wilt not affect the terms
     or conditions applicable 10 any transaction where TADs have been purchased.
     You  agree  that  should  you  utilize  the  TAD  Program  alter the stated
     effective  date  of any change; to the terms and conditions, such use shall
     constitute  your  acceptance  of  the  new or changed terms and conditions,

l4.  TRADE  NAMES  AND  STYLES.  You  have  advised that you customarily use the
     following  trade  name  and  style:
     "  Yellow-Page.Net     ,  a  division  of YP.Net, Inc.   ." By signing (bis
     -----------------------                  ----------------
     Agreement  below  you  authorized  Actradc  to  accept and deposit TADs and
     checks  issued to you under the trade name and style herein and pursuant to
     any  future  agreement between you and Actrade relating to trade acceptance
     drafts.

15.  AUTHORITY  TO  ADD  ENDORSEMENT.  With  respect  to any TADs sold by you to
     Actradc,  or  any checks received in connect ion with such purchased TADs )
     you  hereby  (i)  agree  to properly endorse such TAD(s) or check(s) to the
     order  of  Actrade and (ii) grant to Actrade the right and authority to add
     your  endorsement  to  such  purchased TADs (if you fail to do so) whenever
     required  in  order  to  effect  the  sale,  pledge,  assignment, transfer,
     presentment  and/or  collection  thereof,

16.  ARBITRATION:  At  the  sole  discretion of Actrade, all disputes and claims
     arising  in  connection  with  the  relationship  between  you  and Actrade
     (whether  relating  to Actrade's TAD Program or otherwise) may be submitted
     to  arbitration  for  resolution  in  accordance with the provisions of the
     rules  of the American Arbitration Association, by three arbiters appointed
     in  accordance  with  such  rules.  If  Actrade so elects, the site of such
     arbitration  shall  he  New York City, New York and the parties hereto each
     submit  to  such  jurisdiction.  Any  award  of  the  American  Arbitration
     Association  shall  be  final  and  binding  upon  both  parties concerned.

17.  APPLICABLE  LAW, VENUE, JURISDICTION AND SERVICE OF PROCESS. You agree that
     the  laws  of  the  State  of New York shall govern this Agreement, and any
     between us. Further you confirm your understanding that the TAD Program and
     the  use  of  TADs is specifically subject to the provisions of the Uniform
     Commercial  Code, of the State of New York, and in particular that the Laws
     of the State of New York will govern the legal effect and enforceability of
     electronic  signatures  affixed  to  any  document  pertaining  to  a  TAD
     transaction.  Should  Actrade  not elect to submit any dispute hereunder to
     arbitration,  you  agree that any legal action or proceeding arising out of
     or  relating  to  this  Agreement  or  the relationship between us shall be
     instituted  solely  in the courts of the State of New York, within the City
     and County of New York, or of the United States of America for the Southern
     District  of  New  York  at  New York City, New York and the parties hereby
     submit  to  the  jurisdiction  of  each  such  court  in any such action or
     proceeding.  You consent to the service of process in any such legal action
     or proceeding by means of either service upon the Secretary of the State of
     New  York  hereby  designated  as  Agent  for  service  of  process  or


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     by  certified  mail,  return  receipt  requested,  addressed  to you at the
     address  first above written, or such other address as you may from time to
     time  designate in writing. You also waive your right to a trial by jury of
     any  disputes  arising  from  your  relationship  with  Actrade.

18.  VALID  CORPORATE  OBLIGATION.  By  executing  this  Agreement  below  where
     indicated,  you  also  confirm,  warrant  and  represent  that  the  terms,
     conditions  and  provisions set forth herein have been duly approved by all
     necessary action on the part of the Supplier and that this Agreement is the
     valid,  legal and binding agreement and obligation of the Supplier and that
     all required and necessary corporate action has been duly taken as required
     by  your  corporate  charter,  by-laws and all applicable provisions of the
     laws  of  the  jurisdiction  of  your incorporation in connection with this
     Agreement  and  the  transactions  contemplated  hereunder.

19.  SAVING  CLAUSE.  If  any provision of this Agreement in any way contravenes
     the  laws  of any state or jurisdiction, such provision shall be deemed not
     to  be a part hereof in (hat jurisdiction, and you agree to remain bound by
     all  remaining provisions. If any portion of this Agreement shall be deemed
     to  be illegal or violative of public policy, it is agreed that it shall be
     interpreted to be legally binding and enforceable to the maximum reasonable
     extent  allowed  by  law.

20.  ASSIGNMENT.  You  agree that you shall not assign this Agreement. You agree
     that  Actrade may assign all of its rights, remedies, powers and privileges
     hereunder.

21.  WAIVER  AND  INTEGRATION. This acknowledgment contains the entire agreement
     of  the  parties,  and  supersedes  all  prior  ones.  Specifically,  you
     acknowledge  that  in  signing  this  agreement, you are not relying on any
     previous  representations  made  by  Actrade  or  its  representatives. You
     further  acknowledge  that  this agreement may only be changed by a written
     agreement  signed  by  the  party  against  whom enforcement of any waiver,
     change,  modification,  extension,  or  discharge  is  sought. Further, you
     confirm  that the headings used in this Letter are solely for reference and
     our  convenience  and  do  not  change the meaning of any provision hereof.

Please  note  that  this  Agreement is not binding upon Actrade unless and until
executed  by  an  officer of Actrade where indicated below. Further, you confirm
your  understanding  that  the  headings  used  in this Agreement arc solely for
reference  and  our  convenience  and do not change the meaning of any provision
hereof.

Very truly yours,
------------------------------
Actrade Representative

ABOVE TERMS AND CONDITIONS ACCEPTED:
Telco Billing, Inc.                                    88-0391858
------------------------------------        ------------------------------------
"SUPPLIER"

By:        /s/ DeVal Johnson                        (480)  860-0011
   ---------------------------------        ------------------------------------
     Name:     DeVal Johnson
     Title:    Director

This Agreement has been confirmed
by Actrade Capital, Inc. by:
                              ----------------------------------
                                Signature of officer of Actrade


<PAGE>
                             SECRETARY'S CERTIFICATE

I,  DeVal  Johnson.   being  duly constituted Secretary of       Yp.Net,  Inc.
    ----------------                                       ---------------------
corporation duly organized and existing under and by virtue of the laws of
Arizona (hereafter the "Corporation"), do hereby certify that the following
-------
individuals of the Corporation are hereby authorized to execute and deliver all
of the documents, instruments, Trade Acceptance Drafts ["TAD(TM)"] and
agreements to be executed and delivered by the Corporation in connection with
Actrade Capital, Inc.'s TAD Program (collectively the "Transaction Documents")
and bind the Corporation thereto and that their true and lawful signature appear
below adjacent to their name:

Name             Postion            Signature
----             -------            ---------

Angelo Tullo     President          /s/ Angelo Tullo
---------------  -----------------  -----------------

DeVal Johnson    Secretary          /s/ DeVal Johnson
---------------  -----------------  -----------------


---------------  -----------------  -----------------

I further confirm that all parties set forth above as authorized signatories arc
authorized signatories on the bank account designated by the Corporation for
payment of TADs.

Furthermore, should any of the above parties no longer be authorized signatories
for the Corporation, prior written notice by certified mail, return receipt
requested, must be given to an officer of Actrade Capital, Inc. ("Actrade")
notifying them of the change and designating a new authorized signatory. It is
understood that Actrade shall not be liable for the Corporation's failure to
give such notice.

Dated:  August 13      , 2002
        ---------------     -

                                              /s/ DeVal Johnson, Secretary
(Corporate Seal)                           ---------------------------------


<PAGE>