EXCLUSIVE DOMAIN NAME LICENSE AGREEMENT

     This  Exclusive  Domain  Name  License  Agreement ("Agreement") is made and
entered  into  by  and  between  Onramp  Access,  Inc.,  a  Texas  corporation
("Licensor"),  and  Telco  Billing,  Inc., a Nevada corporation ("Licensee"), an
wholly  owned  subsidiary  of  YP.Net,  Inc.

                                    RECITALS

     WHEREAS,  Licensor  owns  the  Internet domain name yp.com and all property
rights  associated  therewith no matter how denominated (the "Domain Name"); and

     WHEREAS,  Licensee  desires  to obtain an exclusive right to use the Domain
Name  in  connection  with  its  business  pursuits.

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and  for  other good and valuable consideration, it is hereby mutually agreed as
follows:

                                    AGREEMENT

                                    ARTICLE 1
                                  LICENSE GRANT

     1.1     Grant.  Subject  to  the  terms  and  conditions  set forth herein,
             -----
Licensor  hereby  grants  to  Licensee,  throughout the Licensed Term as defined
below,  the  exclusive  right  and license to use, copy, publicly display, edit,
revise,  perform, distribute, or otherwise make available on or through Internet
Sites  the Domain Name in connection with the Licensee's business, including but
not  limited  to  any  advertising  and  merchandising  of products or services.

     1.2     Exclusivity.  Throughout  the  Licensed  Term the Licensee's rights
             -----------
shall  be  exclusive  and the Licensor shall not use the Domain Name in any way,
manner  or  form  (other  than  performing, as the Registrant, management of the
Domain  Name  Registration  account  with the Registrar), nor shall the Licensor
grant  or  undertake  to  grant any other license relating to the Domain Name to
another  licensee.

     1.3     Licensee's  Right  to  Sublicense.  Licensee  may  enter  into
             ---------------------------------
sublicenses  with  sub-licensees with respect to the use of the Domain Name only
with  the  prior  written  approval  of the Licensor which approval shall not be
unreasonably  withheld.  The  Right to Sublicense shall become unconditional and
absolute  once  Licensee  has  fully  complied with the terms of this Agreement.

     1.4     Compliance  With  Domain  Name  Registration  Agreement.  Licensee
             -------------------------------------------------------
hereby  agrees  to  comply  with and adhere to the provisions of the Domain Name
Registration  Agreement.  During the Licensed Term, Licensor shall remain as the
Registrant  of  the Domain Name and shall pay all necessary fees to continue the
registration,  and  manage  the  Domain  Name  Registration  account  with  the
Registrar.  Licensor  shall  manage  the  Domain  Name  Server


<PAGE>
(DNS)  addresses  associated  with  the Domain Name to point to DNS addresses as
requested by Licensee. Licensee shall become the Registrant and the owner of the
Domain  Name  if  this Agreement is converted into a purchase and sale agreement
pursuant  to Article 2.2 herein, but Licensor shall remain as the Registrant and
the  owner of the Domain Name if this Agreement is not converted into a purchase
and  sale  agreement  pursuant  to  Article  2.2  herein.

                                    ARTICLE 2
                               TERM OF THE LICENSE

     2.1     Licensed  Term.  The  License  under this Agreement shall remain in
             --------------
effect  for  a  period  of  three  (3)  years  from  the  effective date of this
Agreement, unless it is terminated earlier in accordance with the provisions and
terms  contained  herein.

                                   Article 2.1
                           Appointment of Escrow Agent

    2.1.1 Appointment.  The  parties  shall  appoint  Arizona Escrow & Financial
          Corporation  as  the  Escrow Agent for the purposes of transfer of the
          License  Fee as set forth in Article 4, and the transfer of the right,
          title and interest to the domain name as set forth in Article 2.2. The
          Escrow  Agent  shall  provide  the  following  services:

          i.   Receive  in  its  escrow  capacity  the License Fee consisting of
               $250,000.00 and 100,000 shares of stock of YPNT from Telco and an
               Irrevocable  And  Durable  Limited Power of Attorney from Onramp;

          ii.  The  Irrevocable  And Durable Limited Power of Attorney by Onramp
               shall  grant  the  Escrow Agent the power to execute and complete
               the  transfer  of  ownership  of  the  Domain Name to Licensee by
               completing  a  Registrant  Name  Change  Agreement  through which
               Licensee  will  become  the  Registrant  of  the  Domain Name and
               thereby  become the owner of the Domain Name, and/or such further
               documents,  Agreement,  Bills  of  Sale,  Assignment and/or other
               documents  as  may be necessary to effectuate the transfer of the
               right,  title  and  interest  to the Domain Name from Licensor to
               Licensee.  The  Irrevocable And Durable Limited Power of Attorney
               is appended hereto as Exhibit "A" and is by this reference made a
               part  of  this  Agreement  for  all  purposes.

          iii. Upon  execution  of  this Agreement by all parties hereto and the
               receipt  of a Limited Power of Attorney from Onramp, transfer the
               License  Fee consisting of $250,000.00 and 100,000 shares of YPNT
               stock  to  Onramp.

          iv.  Escrow  Agent  shall  exercise  its  powers  pursuant  to  the
               Irrevocable  And  Durable  Limited  Power  of  Attorney and shall
               complete the transfer ownership of the Domain Name to Licensee by
               completing  a  Registrant  Name  Change  Agreement  through which
               Licensee  will  become  the


                                        2
<PAGE>
               Registrant of the Domain Name and thereby become the owner of the
               Domain  Name  under  any  of  the  following  conditions:

               a.   At  any  time  after all restrictions on the stock have been
                    removed,  but  prior  to  the  termination of this Agreement
                    pursuant  to  Article  2  herein,  either party has provided
                    Escrow  Agent  with  a  quotation  from  the  New York Stock
                    Exchange  (NYSE),  American  Stock Exchange (AMEX), National
                    Association  of  Security Dealers Automated Quotes (NASDAQ),
                    or  Over-the-Counter  Bulletin Board (OTCBB) stock market(s)
                    that the YPNT stock (stock symbol "YPNT"), has maintained an
                    open  and  close price above Three Dollars ($3.00) per share
                    (split-adjusted)  for three (3) consecutive trading days; or

               b.   Escrow Agent has received notice from either party that this
                    Agreement  has  reached  its  full three (3) year term under
                    Article 2 herein, and Licensee makes payment contemplated in
                    Paragraph  2.2.2,  Option  1  to  Escrow  Agent;  or

               c.   Escrow  Agent  has  received  notification that Licensor has
                    sold  all  of  the  100,000  shares  of YPNT as contemplated
                    pursuant  to  paragraph  2.2.2  Option  2;  or

               d.   Escrow Agent has received notice that Licensee has exercised
                    its  option pursuant to 2.2.3 of the Agreement, and Licensee
                    makes  payment  pursuant  to  2.2.3  to  Escrow  Agent.

          v.   Except  for  the  Licensee Fee payment of $250,000.00 and 100,000
               shares  of  YPNT  stock  which  Escrow  Agent  shall  transfer to
               Licensor as indicated in 2.1.1(iii) above, Escrow Agent shall not
               distribute any funds paid on the account of Licensor contemplated
               in  2.1.1.(iv) above without also transferring the YPNT shares to
               Telco.

          vi.  Otherwise  act in accordance to the Escrow Instructions a copy of
               which  is appended hereto as Exhibit "B" and is by this reference
               made  a  part  of  this  Agreement  for  all  purposes.

    2.1.2 Payment  of Escrow Fees. Telco shall be responsible for the payment of
          any  and  all  escrow  fees  incurred  in  connection  with the escrow
          contemplated  pursuant  to  Article  2.1.

                                   ARTICLE 2.2
                          AUTOMATIC VESTING OF TITLE TO
                                   DOMAIN NAME

     2.2.1     Conversion (Share Price Minimum).  If at any time during the term
               --------------------------------
of  this  Agreement,  after  all  restrictions  on  the  sale or transfer of the
Licensee's  parent's  common  stock


                                        3
<PAGE>
issued  pursuant  to Article 4 herein have been removed, the Licensee's parent's
common  stock  (Licensee's  parent's common stock is the common stock of YP.Net,
Inc  (stock symbol "YPNT"), the parent company of Telco Billing, Inc.) maintains
an  open  and close price above Three Dollars ($3.00) per share (split-adjusted)
for  three  (3)  consecutive trading days on the New York Stock Exchange (NYSE),
American  Stock  Exchange  (AMEX),  National  Association  of  Security  Dealers
Automated  Quotes  (NASDAQ),  or  Over-the-Counter  Bulletin Board (OTCBB) stock
market, this License Agreement shall expire and all right, title and interest in
the  Domain  Name  shall  automatically  vest  in  Licensee.

     2.2.2. Conversion (Share Resale - Licensor's Options).
     -----------------------------------------------------

     Option  1:  If  this  Agreement  reaches its full three (3) year term under
Article 2 herein, Licensor may at its option convert this License Agreement into
a  purchase  and  sale agreement through which Licensee will become the owner of
the Domain Name.  Licensor may at any time between June 1, 2006 and September 1,
2006  give  notice  to  Licensee  and Escrow Agent of its intent to exercise its
right  to  resell (put) the Licensee's parent's common stock, issued pursuant to
Article  4  herein,  to Licensee at the price of Three Dollars ($3.00) per share
(split-adjusted).  Notice by Licensor must be given to Licensee and Escrow Agent
pursuant  to  the  Notice  provisions  of  Article  9 herein.  Upon such notice,
Licensee  shall  within  thirty (30) days of such notice pay the Escrow Agent on
account  of  Licensor  Three Hundred Thousand Dollars ($300,000.00) in certified
funds  in  exchange  for  the  stock.  Upon  payment  by  Licensee, this License
Agreement  shall  expire  and  all  right, title and interest in the Domain Name
shall  automatically vest in Licensee.  In this share resale event, Licensor may
at  its  option  resell  to Licensee all, none, or any portion of the Licensee's
parent's  common  stock,  at  the  price  of  Three  Dollars  ($3.00)  per share
(split-adjusted), such that the total purchase price may not exceed the total of
Three  Hundred  Thousand  Dollars  ($300,000.00), but in any event Licensor must
still  complete  the  transfer  of  ownership  of  the  Domain Name to Licensee.

     Option  2:  At  any  time  during  the  term  of  this Agreement, after all
restrictions  on  the  sale  or transfer of the Licensee's parent's common stock
issued  pursuant  to Article 4 herein have been removed, Licensor shall have the
right  to  sell  all or any portion of the 100,000 shares of Licensee's Parent's
common  stock  even  if  such shares trade at less than $3.00 per share. In such
event,  Licensee shall not be responsible for the difference between the selling
price  and  $3.00  for  any  shares  so  sold. In the event the selling price is
greater  than  $3.00  per  share,  the  Licensee  shall be given credit for such
greater  price  per  share  but  only to reduce Licensee's liability pursuant to
Paragraph  2.2.1  above.  In  the event Licensor sells all or any portion of the
100,000  shares  pursuant  to  this Option 2, only the remaining shares shall be
subject  to  the  terms  of paragraph 2.2.1 and 2.2.3, and any credit for shares
sold  at  a  price  greater  than  $3.00  per  share shall be applied toward the
remaining  shares.

     2.2.3     Conversion  (Share  Resale  -  Licensee's  Option).  At  any time
               --------------------------------------------------
during  the  term of this Agreement, Licensee may convert this License Agreement
into  a purchase and sale agreement through which Licensee will become the owner
of  the  Domain Name by giving notice to Licensor and Escrow Agent of its intent
to  exercise  its right to buy back the Licensee's parent's common stock, issued
pursuant  to  Article  4  herein,  from Licensor.  Notice by Licensee and Escrow
Agent  must  be given to Licensor pursuant to the Notice provisions of Article 9


                                        4
<PAGE>
herein.  In the event of such a conversion of this Agreement, the purchase price
for Licensor's parent's common stock shall be payable to Escrow Agent on account
of  Licensor  and  shall  be  the  higher  of:

               i.   Three  Dollars  ($3.00)  per  share  (split-adjusted);  or

               ii.  The average closing price of the stock for the three trading
                    days  prior  to  the  date on which Licensee gives it Notice
                    pursuant  to  the  Notice  provisions  of  Article 9 herein.

In  this share resale event, Licensor may at its option re-sell to Licensee all,
none,  or  any  portion  of  the  stock,  at  the  agreed  purchase  price
(split-adjusted),  but in any event Escrow Agent shall be authorized to complete
the  transfer  of  ownership  of the Domain Name to Licensee.  This provision is
intended  to  accommodate situations such as if Licensor had during the Licensed
Term  sold  some  or  all  of  the stock, and is unable to repurchase sufficient
shares  to  exchange  in  the  resale.  Upon  such notice, Licensee shall within
thirty  (30) days pay Escrow Agent on the account of Licensor the purchase price
in  certified  funds  in  exchange for the stock. Upon payment by Licensee, this
License  Agreement  shall expire and all right, title and interest in the Domain
Name  shall  automatically  vest  in  Licensee.

                                    ARTICLE 3
                               LICENSEE'S EFFORTS

     3.1     Licensee's  Discretion.  Licensee  shall  have  sole, absolute, and
             ----------------------
unfettered  discretion  to  commercialize  the  Domain  Name  and  use it in its
business  as  it  sees  fit.  Licensee agrees and understands that it shall bear
sole  responsibility for all costs and expenses associated with using the Domain
Name  in  its  business.

     3.2     No  Partnership  of  Agency.  Licensor  and Licensee mutually agree
             ---------------------------
that  they are independent contractors, and neither party represents, nor in the
future  shall  they  represent,  that  they  are  a  joint venturer, franchiser,
franchisee,  partner, broker, employee, servant, agent, or representative of the
other party for any purpose.  Neither party shall have the authority to make any
representation or incur any obligations on behalf of the other party and neither
party  shall  be  responsible  for  the  acts  or  omissions of the other party.

     3.3     Domain  Name  Ownership  of  Licensee's  Content.  All content that
             ------------------------------------------------
Licensee  develops  or  acquires,  and displays, exhibits, broadcasts, shows, or
makes  available  or otherwise uses in connection with the license granted under
this  Agreement,  shall  be the property of the Licensee, and the Licensor shall
not  have  any  right,  title,  or  interest  in  such  content.

     3.4     Liability  for  Licensee's  Content.  The  Licensee shall be solely
             -----------------------------------
responsible  for the engineering, production, maintenance, and monitoring of all
content  which is made available to the public, and the Licensee shall be liable
for  any  errors,  omissions,  and/or  inaccuracies  of  the  content.


                                        5
<PAGE>
                                    ARTICLE 4
                                   LICENSE FEE

     4.1     License  Fee.  Licensee  shall  pay  Licensor Two Hundred and Fifty
             ------------
Thousand Dollars ($250,000.00) in certified funds and issue Licensor One Hundred
Thousand  (100,000)  shares  of  Licensee's parent's common stock (YPNT) for the
license grant.  This stock shall be restricted only to the extent required under
law,  such  as  SEC Rule 144.  This License Fee shall be paid by the Licensee to
the  Licensor  upon  execution  of  this  Agreement.

                                    ARTICLE 5
             DOMAIN NAME OWNERSHIP AND PROTECTION OF THE DOMAIN NAME

     5.1     Ownership  of  Domain  Name.  Licensee  and Licensor agree that the
             ---------------------------
Licensor  is  the rightful owner of the Domain Name and the Licensee agrees that
it  shall  not  claim  any title to or right to use the Domain Name except as is
provided  for  under  this  Agreement.

     5.2     Protection  of  the Domain Name.  In the event that Licensee learns
             -------------------------------
of  any  infringement or unauthorized imitation of the Domain Name or of any use
by  any  unauthorized person or entity, Licensee shall promptly notify Licensor.
Licensee  shall  cooperate  with  Licensor  in  all  respects  relative  to  the
protection  of  the  domain  name,  including  the  rights to the Domain Name of
Licensee  pursuant  to this Agreement, including, without limitation, by being a
plaintiff  in  an action or causing its officers to execute pleadings as well as
any  other  necessary  documents.  Licensor shall be required to take any action
that  it  deems  reasonable  under  the  circumstances for the protection of the
Domain  Name  and  the  rights  to  the Domain Name of Licensee pursuant to this
Agreement.  If  an  action is deemed unreasonable by Licensor, Licensee may then
take  such  action  at  its  own  expense.  In  such  event  Licensor  shall, at
Licensee's  expense,  render all reasonable assistance to Licensee in connection
therewith.

                                    ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

     6.1     Representations  and  Warranties  of Licensor.  Licensor represents
             ---------------------------------------------
and warrants to Licensee the following:

          (a)  Licensor  is a Texas corporation duly organized, validly existing
     and  in  good  standing  under  the  laws  of  the  State  of  Texas.

          (b)  Licensor  represents  and  warrants  that  the  execution of this
     Agreement  by  it  has  been  duly  authorized.

          (c)  Licensor  is  the  Registrant  of  the Domain Name, and it is not
     aware  of  any material facts not disclosed herein, indicating that the use
     of  the  Domain Name might infringe upon any Intellectual Property or other
     rights  vested  in  a  third  party.


                                        6
<PAGE>
          (d)  Licensor  has  used the Domain Name and mark in Commerce since on
     or  about  December  06,  1994  and  has  not transferred, waived, given or
     otherwise  disposed of any rights associated with the Domain Name except as
     provided  herein  to  Licensee.

     6.2     Representations  and  Warranties  of Licensee.  Licensee represents
             ---------------------------------------------
and warrants to Licensor the following:

          (a)  Licensee  is  a  Nevada  corporation  duly  organized,  validly
     existing,  and  in  good  standing  under  the laws of the State of Nevada.

          (b)  Licensee  represents  and  warrants  that  the  execution of this
     Agreement by it has been duly authorized.

     6.3     Licensor  and  Licensee  are  aware  of  United States Service Mark
Registration No. 2,369,998 ("the '998 Registration"), which is for a design mark
that  includes  the letters "y" and "p" as a component of the mark.  Upon review
of the '998 Registration, Licensor and Licensee have concluded and are confident
that  use  of  the  Domain Name is not an infringement of the '998 Registration.

     6.4     Survival.  All  representations and warranties made hereunder shall
             --------
survive  the termination of this Agreement.  Both Licensor and Licensee agree to
indemnify,  defend, and hold the other party harmless from any claims or demands
made  which  adversely  relate  to the representations or warranties given under
this  Agreement.

                                    ARTICLE 7
                                   TERMINATION

     7.1     Expiration/Termination.  In  the event of expiration or termination
             ----------------------
of this Agreement other than by compliance of the terms hereof, by either party,
then  the  license  granted to the Licensee by the Licensor under this Agreement
shall  immediately  revert  to  the  Licensor,  provided however, that any other
Intellectual  Property  owned by Licensee hereunder shall remain the property of
the  Licensee.  Upon  expiration  or termination of this Agreement, the Licensee
shall  cease  all  use  of  the  Domain  Name,  unless this License Agreement is
converted  into  a  purchase  and  sale agreement pursuant to Article 2.2 herein
through  which  Licensee  may  become  the  owner  of  the  Domain  Name.

     7.2     Termination  for Breach.  Either party may terminate this Agreement
             -----------------------
by  sending  written  notice  to  the  other  party  if  such party breaches any
provision  or  fails  to perform any of its obligations under this Agreement and
does  not  remedy  such failure within thirty (30) days after written notice has
been  received  by  such party.  A termination of the Agreement for breach shall
subject  the  breaching  party  to  damages  for  breach  of  Agreement.

     7.3     Termination  for  Other  Grounds.  This  Agreement  shall terminate
             ---------------------------------
automatically  upon  the occurrence of any of the following events: (a) Licensee
shall  become  insolvent;  or  (b)  Licensee  shall apply for, or consent to, or
acquiesce  in,  the  appointment  of a trustee, receiver, sequestrator, or other
custodian  for,  any  of  its  assets,  or  make  a  general  assignment for the


                                        7
<PAGE>
benefit  of  creditors;  or  (c)  in the absence of such application, consent or
acquiescence,  a  trustee,  receiver,  sequestrator  or other custodian shall be
appointed  for  Licensee for a substantial part of its assets for the benefit of
creditors,  and  not  discharged  within thirty (30) days; or (d) any bankruptcy
reorganization,  debt  arrangement,  or  other  case  or  proceeding  under  any
bankruptcy  or insolvency law shall be commenced in respect of Licensee, and, if
not  commenced  by Licensee, shall be consented to or acquiesced in by Licensee,
or  shall  result  in  the  entry  of  an  order  for relief (or its substantial
equivalent)  or shall remain for thirty (30) days undismissed; or (e) the filing
of a petition by or against Licensee under the United States Bankruptcy Code, as
amended, or under the insolvency laws of any state, or Licensee or a third party
commences  a  proceeding  or  files  a  petition of similar import under another
applicable bankruptcy or insolvency law in which Licensee is the subject of such
action; or (f) Licensee defaults on a common law or statutory lien.

     7.3.1.  Notwithstanding  the  foregoing,  in the event that pursuant to the
U.S.  Bankruptcy  Code  or  any  amendment  or  successor thereto (the "Code") a
trustee  in  bankruptcy  of Licensee or an Affiliate, as debtor, is permitted to
assign  this  Agreement  to  a  third  party,  which  assignment  satisfies  the
requirements of the Code, the trustee or Licensee or such Affiliate, as the case
may  be,  shall  notify Licensor of same in writing. Said notice shall set forth
the  name  and  address of the proposed assignee, the proposed consideration for
the assignment and all other relevant details thereof. The giving of such notice
shall  be  deemed  to  constitute  an  offer  to Licensor to have this Agreement
assigned  to it or to this designee for such consideration, or its equivalent in
money,  and  upon such terms as are specified in the notice. The aforesaid offer
may  be accepted only by written notice given to the trustee or Licensee or such
Affiliate,  as  the  case  may  be,  by  Licensor  within  sixty (60) days after
Licensor's  receipt of the notice from such party. If Licensor fails to give its
notice  to  such  party within said sixty (60) days, such party may complete the
assignment  referred  to  in  its  notice, but only if such assignment is to the
entity  named  in  said  notice  and  for  the  consideration and upon the terms
specified  therein.  Nothing  contained  herein  shall  be deemed to preclude or
impair  any  rights  which  Licensor  may  have  as a creditor in any bankruptcy
proceeding.

                                    ARTICLE 8
                                 INDEMNIFICATION

     8.1     Indemnification.   Licensor,  at  its  expense,  shall  defend  and
             ---------------
indemnify  and  save  and  hold  Licensee  harmless from and against any and all
liabilities,  claims, causes of actions, suits, damages, and expenses, including
reasonable  attorneys'  fees  and  expenses,  for  which Licensee becomes or may
become  liable,  or  may  incur  or  be  compelled to pay by reason of claims of
infringement  of any patent, copyright or trademark of which Licensor has notice
or  reason  to  know  prior  to  the  date  of  this agreement but which are not
disclosed  in  this agreement, related to the Domain Name or performance of this
Agreement.  Licensee,  at  its  expense, shall defend and indemnify and save and
hold  Licensor harmless from and against any and all liabilities, claims, causes
of  actions,  suits, damages, and expenses, including reasonable attorneys' fees
and expenses, for which Licensor becomes liable, or may incur or be compelled to
pay  by  reason  of  any actions, whether of omission or commission, that may be
committed  or suffered by Licensee or any of its directors, officers, agents, or
affiliates  in  connection  with


                                        8
<PAGE>
Licensee's performance of this Agreement. The provisions of this Article 8 shall
survive  the  termination  of  this  Agreement

                                    ARTICLE 9
                                     NOTICE

     9.1     Notice.  All  demands  and  notice given hereunder shall be sent by
             ------
certified  mail,  return  receipt requested, or by hand delivery, with a receipt
therefore,  at  the addresses set forth below or to such other addresses as each
party  may  designate  by  certified  mail, return receipt requested, or by hand
delivery,  with a receipt therefore.  Notice shall be deemed delivered three (3)
days  after  its placement in the mail or the day upon which it is delivered, if
hand delivered. All notice shall be given to all parties and persons whose names
and  addresses  appear  below:

Licensor:
               Chad Kissinger, President
               Onramp Access, Inc.
               3012 Montopolis Drive, Suite 300
               Austin, Texas 78741

               And to:
               Richard P. Kissinger, Esq.
               KISSINGER & FELLMAN, P.C.
               Ptarmigan Place, Suite 900
               3773 Cherry Creek N. Drive, Suite 900
               Denver, Colorado 80209

Licensee:
               Telco Billing, Inc.
               President
               4840 East Jasmine Street, Suite 105
               Mesa, Arizona 85205

               And to:
               Peter Strojnik, Esq.
               PETER STROJNIK, P.C.
               3030 North Central Avenue
               Suite 1401
               Phoenix, Arizona 85012

               Escrow Agent:
               Don Graham, President
               ARIZONA ESCROW & FINANCIAL CORPORATION
               3700 North 24th Street, Suite 130
               Phoenix, Arizona 85016


                                        9
<PAGE>
                                   ARTICLE 10
                                  MISCELLANEOUS

     10.1     Governing  Law.  This Agreement shall be governed by and construed
              --------------
in  accordance  with  the  laws  of the State of Texas.  Both parties agree that
Texas courts shall have exclusive jurisdiction over any disputes related to this
Agreement  and  that  the  sole  venue  for any such disputes shall be in Texas.

     10.2     Specific  Enforcement.  Both  parties acknowledge that any actions
              ---------------------
in  breach  or violation of this Agreement could materially and irreparably harm
the  Domain Name, Licensor, or Licensee and that the parties could not and would
not  be adequately compensated by monetary damages.  In the event of a breach or
reasonably  likely  breach  of  this  Agreement,  by reason of the inadequacy of
monetary  damages  as  a remedy to such breach, the injured party shall have the
right to obtain temporary or permanent injunctive or mandatory relief in a court
of  competent  jurisdiction,  it  being  the  intention of the parties that this
Agreement  be  specifically  enforced  to  the  maximum extent permitted by law.

     10.3     Entire  Agreement.  This  Agreement  and  the  attached  Escrow
              -----------------
Instructions  contain  all  of the agreements of the parties with respect to any
matter  covered  or  mentioned  in  this  Agreement,  and no prior agreements or
understandings pertaining to any such matter shall be effective for any purpose.

     10.4     Successors  and Assigns.  This Agreement shall be binding upon and
              -----------------------
inure  to  the benefit of the parties hereto and their respective successors and
assigns.

     10.5     Severability.  Any  provision  of this Agreement which shall prove
              ------------
to be invalid or void shall in no way affect, impair or invalidate any remaining
provisions  and  all remaining provisions shall remain in full force and effect.

     10.6     Prevailing  Party.  In  the  event  any  action,  proceeding  or
              -----------------
litigation,  judicial  or non-judicial, arises out of the subject matter of this
Agreement,  the  prevailing  party  shall  be  entitled to payment of all costs,
expenses,  and  attorneys'  fees.

     10.7     Amendment  and  Waiver.  This  Agreement  may  not  be modified or
              ----------------------
amended,  and  the  observance  of any term of this Agreement may not be waived,
except  with  the  prior  written  consent  of  all  parties.

     10.8     Counterparts.  Two  (2) or more duplicate copies of this Agreement
              ------------
may  be  signed  by  the parties, each of which shall be an original, but all of
which  together  shall  constitute  one  and  the  same  agreement.

     10.9     Dismissal  of Complaint.  On April 29, 2003, Licensee filed in the
Maricopa  County  Superior  Court  a  Verified Complaint ("Complaint") captioned
Yp.Net,  Inc v. Onramp Access, Inc., cause no. CV 2003-008232, asserting a right
to  the  Domain  Name.  Upon execution of this Agreement, the Complaint shall be
dismissed  with  prejudice  in  the  form  of Notice Of Voluntary Dismissal With
Prejudice  appended  hereto.


                                       10
<PAGE>
     IN  WITNESS  WHEREOF, the parties caused this Agreement to become effective
as  of the date last executed below by their duly authorized corporate officers.

ONRAMP ACCESS, INC.                      TELCO BILLING, INC.


By:___/s/  Chad  Kissinger_________      By:     /s/  Angelo Tullo
                                            -----------------------------------
     Chad Kissinger, President               Angelo Tullo, President

Date:     __7-9-2003_______________      Date:     ___July 8th 2003____________





STATE OF TEXAS          )
                        ) ss.
COUNTY OF TRAVIS        )

     On this _9_ day of __July_____, 2003, before me, the undersigned Notary
Public, in the state of Texas, County of Travis, personally appeared Chad
Kissinger, as president of ONRAMP ACCESS, INC. known to me or satisfactorily
proved to me to be the person whose name is subscribed to the foregoing
instrument, acknowledged to me that he executed the same for the purposes
therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.


__/s/ Zelda Kay Welch
---------------------
Notary Public

My Commission Expires:

___4/18/2007
---------------------


                                       11
<PAGE>
STATE OF ARIZONA     )
                     ) ss.
COUNTY OF MARICOPA   )

     On this _8th day of __July___, 2003, before me, the undersigned Notary
Public, in the state of Arizona, County of Maricopa, personally appeared Angelo
Tullo, as president of TELCO BILLING, Inc. known to me or satisfactorily proved
to me to be the person whose name is subscribed to the foregoing instrument,
acknowledged to me that he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.


__/s/ Margaret M Molter
-----------------------
Notary Public

My Commission Expires:

__9/22/2003
--------------------

                                       12
<PAGE>
                                    GUARANTY

     FOR  VALUABLE  CONSIDERATION,  and  as  inducement  to  Onramp Access, Inc.
("Onramp")  to  enter  into  the  Exclusive  Domain  Name  License  Agreement
("Agreement")  set  forth  above, YP.Net, Inc. ("YP.Net") hereby unconditionally
guarantees to Onramp the prompt performance of all obligations of Telco Billing,
Inc. ("Telco") under the Agreement, including the payment of Onramp's reasonable
costs  of  collection  and  attorneys  fees  if  negotiation,  arbitration,  or
litigation  is  necessary  to  enforce Telco's obligations.  Onramp shall not be
required  to proceed against Telco or enforce any other remedy before proceeding
directly  against  YP.Net,  Inc.  should  enforcement  of  the  Agreement become
necessary.


YP.NET,  INC.


By:   __/s/  Angelo Tullo___________
      Angelo  Tullo,  President

Date: __ July 8th 2003______________


STATE OF ARIZONA     )
                     ) ss.
COUNTY OF MARICOPA   )

     On this _8th day of __July__, 2003, before me, the undersigned Notary
Public, in the state of Arizona, County of Maricopa, personally appeared Angelo
Tullo, as president of YP.NET, Inc. known to me or satisfactorily proved to me
to be the person whose name is subscribed to the foregoing instrument,
acknowledged to me that he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.


   /s/Margaret M Molter
-----------------------
Notary Public


My Commission Expires:

   9/22/2003
--------------------


                                       13
<PAGE>
Peter Strojnik, 6464
The Law Firm of
PETER STROJNIK
3030 North Central Avenue, Suite 1401
Phoenix, Arizona 85012
602-297-3019
WWW/STROJNIK.COM
Attorney for Plaintiff


                      IN THE MARICOPA COUNTY SUPERIOR COURT
                         IN AND FOR THE STATE OF ARIZONA

YP.NET, INC., a Nevada Corporation,    )  NO.  CV2003-008232
                                       )
                             Plaintiff,)  NOTICE OF VOLUNTARY DISMISSAL
                                       )         WITH PREJUDICE
v.                                     )
                                       )          (Rule 41(a))
ONRAMP ACCESS, INC., a Texas           )
Corporation; JOHN AND JANE DOES AND    )
XYZ ENTITIES I-X                       )
                           Defendants. )
---------------------------------------




     Pursuant  to  Arizona  Rules  of  Civil  Procedure,  Rule  41(a), Plaintiff

herewith  gives notice of voluntary dismissal of the above captioned cause, with

prejudice.

     DATED this ____th day of July, 2003.

                                        THE  LAW  FIRM  OF
                                        PETER  STROJNIK,  P.C.


                                        ---------------------------------------
                                        Peter  Strojnik
                                        Attorneys  for  Plaintiff


The original of the foregoing
filed this ___ day of July, 2003 with:

Clerk of the Superior Court
201 West Jefferson
Phoenix, Arizona 85003


_____________________________



                                      -1-
<PAGE>
                     ESCROW AGREEMENT REGARDING DOMAIN NAME
                                  "WWW.YP.COM"


This  ESCROW  AGREEMENT, dated July 8, 2003 ("Escrow Agreement") is entered into
by  and  among Telco Billing, Inc. ("Telco") and Onramp Access, Inc. ("Onramp"),
and  Arizona  Escrow  And  Financial  Corporation,  ("Arizona Escrow") as escrow
agent,  and  is  assigned  Escrow  Number  23-1266.

                                    RECITALS

1.     On  July  8,  2003,  Onramp  and Telco entered into Exclusive Domain Name
License  Agreement  ("Agreement")  for  the  exclusive  use  of  the domain name
www.yp.com  ("domain  name")  by  Telco; pursuant to the terms of the Agreement,
upon  the occurrence of contingencies contained in Article 2 thereof, the right,
title  and  interest  to  the  domain  name  shall  automatically vest in Telco.

2.     The  Agreement  further  provides  that  Telco  shall  pay  the  sum  of
$250,000.00  in  cash  and 100,000 shares of stock of YP.NET, INC. in escrow for
the  purpose  of  payment  under  the  Agreement  ("Escrow  Funds").

3.     The  Agreement  further  provides  that  Onramp shall execute in favor of
Arizona  Escrow  a  Irrevocable  and  Durable Limited Power of Attorney ("POA"),
granting Arizona Escrow the right and power to execute and complete the transfer
of  ownership of the Domain Name to Telco by completing a Registrant Name Change
Agreement  through which Telco will become the Registrant of the Domain Name and
thereby  become  the  owner  of  the Domain Name, and/or such further documents,
agreement,  bills of sale, assignment and/or other documents as may be necessary
to  effectuate  the transfer of the right, title and interest to the Domain Name
from  Onramp  to  Telco.

4.     The  Agreement  further  provides  that  upon  proper  notice  that  the
conditions  set  forth  in  paragraphs  2.2.1 or 2.2.2 or 2.2.3 of the Agreement
have  been  satisfied, Arizona Escrow shall execute and complete the transfer of
ownership  of  the  Domain  Name to Telco by completing a Registrant Name Change
Agreement  through which Telco will become the Registrant of the Domain Name and
thereby  become  the  owner  of  the Domain Name, and/or such further documents,
Agreement,  Bills of Sale, Assignment and/or other documents as may be necessary
to  effectuate  the transfer of the right, title and interest to the Domain Name
from  Onramp  to  Telco.


<PAGE>
5.     This  Escrow  Agreement  shall govern the terms upon which Arizona Escrow
shall  receive  and  distribute  all  consideration  being  exchanged  under the
Agreement.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the premises set forth herein and other good
and  valuable  consideration,  the  receipt of which is hereby acknowledged, the
parties  agree  as  follows:

1.   Acceptance  of Appointment; Deposit of Escrow Funds; Deposit of Irrevocable
     ---------------------------------------------------------------------------
     Limited  Power  of  Attorney.
     -----------------------------

     Arizona  Escrow  hereby  agrees  to  act  as Escrow Agent under this Escrow
Agreement  subject  to the conditions set forth herein.  Telco agrees to deposit
the  Escrow  Funds  with  Arizona  Escrow  on  the date hereof. Onramp agrees to
execute  the  POA  for  the  purposes  set  forth  herein.

2.   Distribution of Escrow Funds.
     -----------------------------

     Arizona  Escrow  shall  distribute  the  Escrow  Funds  to  Onramp upon the
occurrence  of  the  events  described  in  paragraph  4.1(ii)  below.

3.   Execution Of Transfer Documents.
     --------------------------------

     At  the time specified in paragraph 4 below, Arizona Escrow shall, pursuant
to  the  terms of the POA, a copy of which is appended hereto as Exhibit "B" and
is  by  this reference made a part hereof for all purposes, execute and complete
the transfer of ownership of the Domain Name to Telco by completing a Registrant
Name  Change  Agreement  through  which  Telco will become the Registrant of the
Domain Name and thereby become the owner of the Domain Name, and/or such further
documents, Agreement, Bills of Sale, Assignment and/or other documents as may be
necessary  to  effectuate  the  transfer of the right, title and interest to the
Domain  Name  from  Onramp  to Telco. Arizona Escrow shall be provided the forms
necessary  for  the transfer of ownership of the Domain Name by Telco, and shall
be  entitled  to  rely  on such forms in completing its escrow duties hereunder.

4.   Duties of Escrow Agent
     ----------------------

4.1  The Escrow Agent shall provide the following services:
     ------------------------------------------------------

     i.   Receive  in  its  escrow  capacity  the  License  Fee  consisting  of
          $250,000.00  and  100,000  shares  of  stock of YPNT from Telco and an
          Irrevocable  And Durable Limited Power of Attorney ("POA") from Onramp
          pursuant  to  the  Exclusive  Domain  Name License Agreement a copy of
          which  is  appended hereto as Exhibit "A" and by this reference made a
          part  hereof.


                                                                               2
<PAGE>
     ii.  Upon  execution  of the Exclusive Domain Name License Agreement by all
          parties thereto and the receipt of the Irrevocable And Durable Limited
          Power  of Attorney from Onramp, transfer the License Fee consisting of
          $250,000.00  and  100,000  shares  of  YPNT  stock  to  Onramp.

     iii. Under the powers provided in the POA execute and complete the transfer
          ownership  of  the  Domain Name to Licensee by completing a Registrant
          Name  Change  Agreement  through  which  Licensee  will  become  the
          Registrant  of  the  Domain  Name  and thereby become the owner of the
          Domain  Name  under  any  of  the  following  conditions:

          a.   At  any  time  after  all  restrictions  on  the  stock have been
               removed,  but prior to the termination of this Agreement pursuant
               to  Article  2  of  the  Exclusive Domain Name License Agreement,
               either  party has provided Escrow Agent with a quotation from the
               New  York  Stock Exchange (NYSE), American Stock Exchange (AMEX),
               National  Association  of  Security  Dealers  Automated  Quotes
               (NASDAQ),  or  Over-the-Counter  Bulletin  Board  (OTCBB)  stock
               market(s)  that  the  YPNT  stock  (stock  symbol  "YPNT"),  has
               maintained  an  open  and close price above Three Dollars ($3.00)
               per  share  (split-adjusted)  for  three  (3) consecutive trading
               days;  or

          b.   Escrow  Agent  has  received  notice  from  either party that the
               Agreement  has reached its full three (3) year term under Article
               2  of  the  Agreement, that Licensor has exercised its option and
               Licensee  makes  payment pursuant to Paragraph 2.2.2, Option 1 of
               the  Agreement  to  Escrow  Agent;  or

          c.   Escrow Agent has received notification that Licensor has sold all
               of  the  100,000  shares  of  YPNT  as  contemplated  pursuant to
               paragraph  2.2.2,  Option  2 of the Exclusive Domain Name License
               Agreement;  or

          d.   Escrow  Agent has received notice that Licensee has exercised its
               option  pursuant  to  2.2.3  of the Exclusive Domain Name License
               Agreement,  and  Licensee  makes payment pursuant to 2.2.3 of the
               Agreement  to  Escrow  Agent.

     iv.  Receive  in  its  escrow  capacity the payments described in paragraph
          (iii)(b)  or (d) above, and the YPNT stock to be purchased and/or sold
          by  Licensor  under  the circumstances described in Article 2.2 of the
          Agreement.

     v.   Distribute  the funds and stock received under paragraph (iv) above to
          Telco  and/or  Onramp  as  appropriate in accordance with the terms of
          Articles  2,  2.1  and  2.2  of  the  Agreement.


                                                                               3
<PAGE>
4.2     Upon completion of the conditions set forth in Paragraph 4.1(iii) above,
Arizona  Escrow  shall  further  exercise the powers granted to it by the POA by
causing  the  Domain Name to be forwarded to www.yp.net or as otherwise directed
                                             ----------
by  Telco.  Telco  shall  provide  all  forms  needed  to  accomplish  the  task
contemplated  hereunder.

4.3     Upon completion of the conditions set forth in Paragraph 4.1(iii) above,
Arizona  Escrow  shall  further  exercise the powers granted to it by the POA by
causing  the  Domain  Name  to  be placed in a Locked Status by Registrar. Telco
shall  provide  all  forms needed to accomplish the task contemplated hereunder.

5.   Dispute by Onramp or Telco.
     ---------------------------

5.1          In the event any Notice referenced in paragraph 4.1  above is given
by  either party to Arizona Escrow,  Arizona Escrow shall immediately notify the
other  party that the notice has been received. The other party may then dispute
such  Notice  by  giving  Arizona  Escrow  written  notice  of its objection (an
"Objection  Notice")  within  5  days of receipt by Arizona Escrow of the Notice
 -----------------
stating:

     (a)  that  the  objecting  party  disputes  or  objects  to  Notice;

     (b)  the  reasons  for  such objections or dispute, set forth in reasonable
          detail;

     (c)  that  the objecting party has delivered a copy of its Objection Notice
          to  the other party and the date on which such copy was delivered; and

     (d)  the  portion  of  the Notice, if any, for which there is no dispute or
          objection.

     Whenever  there  shall  be delivered to Arizona Escrow an Objection Notice,
Arizona  Escrow  shall  thereupon notify the non-objecting party of its receipt.

5.2     In  the  event  that  Telco and Onramp are unable to resolve the dispute
within  30  days  of  the  date  on the Objection Notice, Telco and Onramp shall
jointly  initiate  a declaratory judgment litigation to resolve the dispute.  It
is  specifically agreed that in the event litigation is commenced, the objecting
party's  reasons for the objection shall be limited to the reasons stated in the
Objection Notice, and no parol evidence shall be permitted to add to, embellish,
clarify, explain or vary the reasons as stated in the Objection Notice.  If such
litigation  is  commenced, the prevailing party shall be entitled to an award of
actual attorneys fees and all costs associated with the litigation. In the event
litigation  is  commenced,  Arizona  Escrow  shall  interplead  the  POA and any
remaining  Escrow  Funds  with  the  Court  in  which  the  action  is  pending.


                                                                               4
<PAGE>
6.   Investment of Escrow Funds.
--------------------------------

     The  Escrow  Funds,  other  than  YPNT  stock, shall be credited by Arizona
Escrow  and  recorded  in an escrow account.  Arizona Escrow shall be permitted,
and  is hereby authorized to deposit, transfer, hold and invest all funds, other
than  YPNT  stock,  received under this Escrow Agreement including principal and
interest  in  any  authorized FDIC insured account or instrument as specified by
the  Arizona  State  Banking  Department  during the period of this escrow.  Any
interest  received by Arizona Escrow with respect to the Escrow Funds, including
reinvested  interest  shall  become  part  of  the  Escrow  Funds,  and shall be
disbursed to Telco as directed in writing by Telco.  The parties agree that, for
tax  reporting  purposes,  all  interest  or  other taxable income earned on the
Escrow  Funds  in  any  tax  year  shall  be  taxable  to  Telco.

     The  parties  hereto  shall  within thirty (30) days after the date hereof,
provide  Arizona  Escrow with certified tax identification numbers by furnishing
appropriate  IRS  forms  W-9  or  W-8 and other forms and documents that Arizona
Escrow  may  reasonably request.  The parties hereto understand that if such tax
reporting  documentation  is  not so certified to Arizona Escrow, Arizona Escrow
may  be required by the Internal Revenue Code of 1986, as amended, to withhold a
portion  of  any  interest or other income earned on the Escrow Fund pursuant to
this  Escrow  Agreement.

     Telco agrees to indemnify and hold Arizona Escrow harmless from and against
any  taxes,  additions  for late payment, interest, penalties and other expenses
that may be assessed against Arizona Escrow on or with respect to any payment or
other  activities  under this Escrow Agreement unless any such tax, addition for
late  payment,  interest,  penalties and other expenses shall arise out of or be
caused  by  the  actions  of,  or  failure  to  act,  by  Arizona  Escrow.

7.   Notices.
-------------

All  notices,  requests,  demands,  and  other  communications under this Escrow
Agreement shall be in writing and shall be deemed to have been duly given (a) on
the  date  of  service if served personally on the party to whom notice is to be
given, (b) on the day of transmission if sent by facsimile/email transmission to
the  facsimile  number/email address given below, and telephonic confirmation of
receipt  is  obtained  promptly after completion of transmission, (c) on the day
after  delivery  to  Federal Express or similar overnight courier or the Express
Mail service maintained by the United States Postal Service, or (d) on the fifth
day  after  mailing,  if  mailed  to the party to whom notice is to be given, by
first  class  mail,  registered  or  certified,  postage  prepaid,  and properly
addressed,  return  receipt  requested,  to  the  party  as  follows:


                                                                               5
<PAGE>
If to Onramp:
               Chad Kissinger, President
               Onramp Access, Inc.
               3012 Montopolis Drive, Suite 300
               Austin, Texas 78741

               And to:
               Richard P. Kissinger, Esq.
               KISSINGER & FELLMAN, P.C.
               Ptarmigan Place, Suite 900
               3773 Cherry Creek N. Drive, Suite 900
               Denver, Colorado 80209

If to Telco:
               Angelo Tullo, President
               Telco Billing, Inc.
               4840 East Jasmine Street, Suite 105
               Mesa, Arizona 85205

               And to:
               Peter Strojnik, Esq.
               PETER STROJNIK, P.C.
               3030 North Central Avenue
               Suite 1401
               Phoenix, Arizona 85012

If to Arizona Escrow:

               Don Graham, President
               ARIZONA ESCROW & FINANCIAL CORPORATION
               3700 North 24th Street, Suite 130
               Phoenix, Arizona 85016

or  to  such  other  address as a party shall designate by written notice to all
other  parties  to  the  Escrow  Agreement.

8.   Arizona Escrow's Liability.
--------------------------------

     Arizona  Escrow  undertakes  to perform such duties and only such duties as
are specifically set forth in this Escrow Agreement, and no implied covenants or
obligations shall be read into this Escrow Agreement against Arizona Escrow.  In
the  absence  of  gross  negligence  or  willful misconduct on its part, Arizona
Escrow  may  conclusively  rely,  as  to  the  truth  of  the statements and the
correctness  of  the  opinions  expressed therein, upon certificates or opinions
furnished  to  Arizona  Escrow.  Arizona  Escrow  may


                                                                               6
<PAGE>
act  upon  any  instrument, certificate, opinion or other writing believed by it
without  gross  negligence  to be genuine, and shall not be liable in connection
with  the  performance  by  it  of  its duties pursuant to the provisions of the
Escrow  Agreement,  except  for  its own gross negligence or willful misconduct.
Arizona  Escrow  may  consult with counsel of its own choice and shall have full
and  complete  authorization  and  protection  for any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the opinion of such
counsel.  Arizona  Escrow  may  execute  powers  hereunder or perform any duties
hereunder  either  directly  or  by  or  through  agents  or  attorneys.

9.   Termination of Escrow.
---------------------------

     Upon  the  conclusion  of  Arizona Escrow's duties hereunder, any remaining
Escrow  Funds  held  by  the Arizona Escrow pursuant to the terms of this Escrow
Agreement shall be paid by Arizona Escrow to Telco or its successors or assigns.

10.  Fees and Expenses.
-----------------------

     Arizona  Escrow  is entitled to compensation in accordance with "Exhibit C"
attached  hereto  and  incorporated  herein by reference and shall be payable by
Telco.  The  fee  agreed upon for the services rendered hereunder is intended as
full  compensation  for  the  Arizona  Escrow's services as contemplated by this
Escrow  Agreement;  provided, however, that in the event that the conditions for
                    -----------------
the  disbursement of funds under this Escrow Agreement are not fulfilled, or the
Arizona  Escrow  renders  any  material  service not contemplated in this Escrow
Agreement  or  there is any assignment of interest in the subject matter of this
Escrow  Agreement,  or  any  material  modification  hereof,  or if any material
controversy  arises  hereunder,  or  the  Arizona  Escrow is made a party to any
litigation  pertaining  to  this Escrow Agreement, or the subject matter hereof,
then  the  Arizona  Escrow  shall  be  reasonably  compensated by Telco for such
extraordinary  services  and  reimbursed  for  all costs and expenses, including
reasonable  attorney's fees, occasioned by any delay, controversy, litigation or
event.

11.  Indemnification of Arizona Escrow.
---------------------------------------

     Telco  and  Onramp  both  jointly  and  severally hereby indemnify and hold
harmless the Arizona Escrow from and against, any and all loss, liability, cost,
damage  and  expense,  including,  without  limitation, reasonable counsel fees,
which  the  Arizona Escrow may suffer or incur by reason of any action, claim or
proceeding  brought against the Arizona Escrow arising out of or relating in any
way  to  this Escrow Agreement or any transaction to which this Escrow Agreement
relates  unless  such  action,  claim or proceeding is the result of the willful
misconduct  of  the  Arizona  Escrow.


                                                                               7
<PAGE>
12.  Resignation.
----------------

     Arizona  Escrow  may  resign  upon  30-days  advance  written notice to the
parties  hereto.  If a successor escrow agent is not appointed within the 30-day
period following such notice, Arizona Escrow may petition any court of competent
jurisdiction  to  name  a  successor Escrow Agent or interplead the Escrow Funds
with  such  court,  whereupon Arizona Escrow's duties hereunder shall terminate.

13.  Successors and Assigns.
---------------------------

     Except as otherwise provide for in this Escrow Agreement, no party hereto
shall assign this Escrow Agreement or any rights or obligations hereunder
without the prior written consent of the other parties hereto and any such
attempted assignment without such prior written consent shall be void and of no
force and effect.  This Escrow Agreement shall inure to the benefit of and shall
be binding upon the successors and permitted assigns of the parties hereto.

14.  Governing Law; Jurisdiction.
--------------------------------

     This  Escrow  Agreement  shall  be  construed,  performed,  and enforced in
accordance  with,  and  governed  by, the internal laws of the State of Arizona,
without  giving  effect  to  the  principles  of  conflict  of  laws  thereof.

15.  Amendments; Waivers.
------------------------

     This  Escrow  Agreement  may  be amended or modified, and any of the terms,
covenants, representations, warranties, or conditions hereof may be waived, only
by  a  written  instrument  executed  by the parties hereto, or in the case of a
waiver,  by  the  party  waiving  compliance.  Any  waiver  by  any party of any
conditions,  or  of the breach of any provision, term, covenant, representation,
or  warranty  contained  in this Escrow Agreement, in any one or more instances,
shall  not  be deemed to be nor construed as further or continuing waiver of any
such  conditions,  or  of  the  breach  of  any other provision, term, covenant,
representation,  or  warranty  of  this  Escrow  Agreement.

16.  Counterparts.
-----------------

     This  Escrow  Agreement may be executed in two or more counterparts, all of
which  taken  together  shall  constitute  one  instrument.

17.  Entire Agreement.
---------------------

     This  Escrow  Agreement contains the entire understanding among the parties
hereto  with  respect  to  the  escrow  contemplated  hereby  and supersedes and
replaces  all  prior  and contemporaneous agreements and understandings, oral or
written,  with  regard  to  such  escrow.


                                                                               8
<PAGE>
18.  Section Headings.
---------------------

     The  section  headings  in this Escrow Agreement are for reference purposes
only  and  shall  not  affect  the  meaning  or  interpretation  of  this Escrow
Agreement.

19.  Severability.
-----------------

     In  the  event  that  any  part of this Escrow Agreement is declared by any
court  or  other  judicial  or  administrative  body  to  be  null,  void,  or
unenforceable, said provision shall survive to the extent it is not so declared,
and  all  of  the other provisions of this Escrow Agreement shall remain in full
force  and  effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be signed the day and year first above written.

TELCO BILLING, INC.

By   /s/Angelo  Tullo
  -----------------------------

Its  President
   ----------------------------

ONRAMP ACCESS, INC.

By   /s/  Chad  Kissinger
  -----------------------------

Its  President
   ----------------------------

ARIZONA ESCROW & FINANCIAL CORPORATION
AS ESCROW AGENT

By   /s/  Don  Graham
  -----------------------------

Its  President
   ----------------------------


                                                                               9
<PAGE>