PALM  CONFIDENTIAL                                                EXHIBIT  10.25
                                LICENSE AGREEMENT
                                -----------------

This  LICENSE AGREEMENT (the "Agreement") is entered into by and between YP Net,
Inc.,  a Nevada corporation with its principal place of business located at 4840
East Jasmine Street, Suite 110, Mesa, Arizona, 85205 ("Company") and Palm, Inc.,
a  Delaware  corporation,  with  a  place of business located at 400 N. McCarthy
Blvd.,  Milpitas,  CA 95035 ("Palm"). The effective date of this Agreement shall
be  February  01,  2003  (the  "Effective  Date").

1.   DEFINITIONS.  For  purposes  of  this  Agreement, the following terms shall
     ------------
have  the  following  meanings:

     1.1     Company  Content  means  any  and all content and software owned or
             ----------------
licensed  by  Company  that  is  accessible  on  the  Company  Site.

     1.2     Company Link means a hypertext link to the Company Site, as further
             ------------
described  on  Exhibit  A, facilitating the provision of the Company Services to
               ----------
End  Users  via  a  Palm  Device.

     1.3     Company Marks means the Company trademarks and the associated logos
             -------------
set  forth  on  Exhibit  B.
                ----------

     1.4     Company  Services  means  the services described on Exhibit C which
             -----------------
will  be  provided  to  End  Users  through  the Company Site including, without
limitation,  the  delivery  of  the  Company  Content.

     1.5     Company  Site  means the World Wide Web site located at the Company
             -------------
URL  which  is  customized to be accessible via a Palm Device and which features
the  Company  Services.

     1.6     Company URL means the universal resource locator, or the unique
             -----------
text address  of  the  Company  Site,  set  forth  on  Exhibit  A.
                                                       ----------

     1.7     Confidential  Information  means all nonpublic information, whether
             -------------------------
in  oral,  written  or  other  tangible  form  that  the  party  disclosing  the
information  (the "Disclosing Party") designates as being confidential or which,
under  the  circumstances  surrounding  disclosure,  the  receiving  party  (the
"Recipient")  knows  or  has  reason  to know should be treated as confidential,
including  without  limitation,  the  terms  and  conditions  of this Agreement.
Notwithstanding  the  foregoing,  Confidential  Information  does  not  include
information that: (i) is or becomes generally available to the public other than
(a)  as  a result of a disclosure by the Recipient or its employees or any other
person  who  directly  or indirectly receives such information from Recipient or
its  employees,  or  (b)  in  violation  of  a confidentiality obligation to the
Disclosing  Party  known  to  the Recipient; (ii) is or becomes available to the
Recipient  on  a  non-confidential  basis  from  a  source  which is entitled to
disclose  it  to the Recipient; or (iii) was developed by employees or agents of
the  Recipient  independently  of  and  without  reference  to  any  information
communicated  to  the  Recipient  by  the  Disclosing  Party.

     1.8     Intentionally  left  blank.

     1.9     End  User  means  a person who accesses the Company Site via a Palm
             ---------
Device.

     1.10     Intellectual  Property  Rights means copyrights, trademark rights,
              ------------------------------
patent rights, trade secrets, moral rights, right of publicity, authors' rights,
contract  and  licensing  rights,  goodwill  and all other intellectual property
rights  as  may exists now and/or hereafter come into existence and all renewals
and extensions thereof, regardless of whether such rights arise under the law of
the  United  States  or  any  other  state,  country  or  jurisdiction.

     1.11     Palm  Device  means  any  device, including, without limitation, a
              ------------
handheld  computing  device,  incorporating  the  Palm  operating  system.

     1.12     Palm  Mark  means  the  Palm trademark and the associated logo set
              ----------
forth  on  Exhibit  B.
           ----------

     1.13     Palm  Sites  means  the  World Wide Web sites which are co-branded
              -----------
with  the  Palm  Mark,  and  any  successor  sites  thereto.

     1.14     Intentionally  left  blank.

     1.15     Product     means  the  Palm  software  described  on  Exhibit  D.
              -------                                                ----------

     1.16     Third  Party Content means content, including, without limitation,
              --------------------
third party trademarks, and software which may be licensed from third parties by
Palm  and  made  available  to  End  Users.

     1.17     User  Data  means  personally  identifiable  information collected
              ----------
and/or  stores by Palm, if any, which is provided to Company by End Users in the
course  of End Users' use of the Company Services via Palm Devices, and includes
without  limitation,  any  usage statistics derived from a particular End User's
use  of  the  Company Site, including, without limitation, identity, credit card
information,  information  and  such  user's behavior with respect to use of the
Company  Services.

2.   LICENSE  GRANTS  AND  DEVELOPMENT.
     ---------------------------------

     2.1     Company  Link.  Company  grants  to  Palm  a  non-exclusive,
non-transferable,  worldwide,  fully  paid-up and royalty-free license, with the
right  to  sublicense,  to  publicly  display,  use,  reproduce  and  distribute
(directly  or  indirectly,  through  multiple  levels of distribution, including
without  limitation,  as  incorporated  within  the Product) the Company Link to
facilitate  the  provision  of  the Company Services to End Users. Company shall
deliver  the  hyperlink  component  of  the  Company  Link to Palm no later than
February  7,  2003.  Company  shall  deliver  the  graphic icon component of the
Company  link  to  Palm  no  later  than  February  14,  2003.

     2.2     Intentionally  left  blank.

     2.3     Company Link. Company acknowledges and agrees that Palm is under no
             ------------
obligation  to  promote  the  Company  Site,  the Company Content or the Company
Services,  or  to  distribute,  sublicense  or  otherwise  make the Company link
available  to  End  Users  or  to  other  third  parties, in the event that Palm
determines,  in its reasonable discretion, that the Company Content, the Company
Link  or  the Company Site: (i) suffers from material performance problems; (ii)
results  or  could  result  in  any transmission of material in violation of any
foreign,  international,  federal,  state  or local law or regulation, including
without  limitation,  material  which encourages conduct that would constitute a
criminal offense or otherwise violate any such law or regulation; (iii) violates
the  copyright,  trade secrets or other proprietary rights of any third party in
any  jurisdiction;  (iv) in any way violates or infringes upon any third party's
privacy  right,  right of publicity, or any other right of any person or entity;


                                        1
<PAGE>
PALM  CONFIDENTIAL

(v)  is  otherwise  unsuitable  for  inclusion  in  a  particular version of the
Product,  including, without limitation, a co-branded product or private labeled
version;  or  (vi)  is  unlawful, harmful, abusive, hateful, offensive, obscene,
threatening,  libelous  or  defamatory, or contains material which may contain a
computer  virus,  cancelbot,  Trojan  horse, work or other harmful or disruptive
component.

     2.4     License  to Provide End User Access. Company grants to Palm and its
             -----------------------------------
sublicenses  a  non-exclusive,  non-transferable,  worldwide,  fully paid-up and
royalty-free  license to provide access to the Company Component and the Company
Services  on  the  Company  Site  via  the  Company  Link  to  End  Users.

     2.5     Intentionally  Left  Blank.

     2.6     Non-exclusivity.  Either  party  shall have the right to enter into
             ---------------
contractual  agreements  with  other providers of content, products and services
similar  to  those  of  the other party hereto, in each party's sole discretion.

     2.7     Reservation  of Rights. Each party reserves all rights no otherwise
             ----------------------
granted  in  this  Section2  (License  Grants  and Development). Nothing in this
Agreement  shall  be  construed to grant Palm any rights in and to Company Link,
except  as  specifically  provided  in  Section  2.1  (Company  Link).

3.   Ownership
     ---------

     3.1     Ownership  by  Company.  As between Company and Palm, Company shall
             ----------------------
own  all  right, title and interest, including all Intellectual Property Rights,
in  and  to  the  Company URL, the Company Link, the Company Site (excluding the
Palm  Mark)  and  the  Company  Services.

     3.2     Ownership  by  Palm.  As  between  Company  and  Palm,  Palm or its
             -------------------
suppliers  shall  own  all right, title and interest, including all Intellectual
Property  Rights,  in  and  to the Palm Sites (excluding the Company Marks), the
Palm  mark,  the  Palm  Devices, the Product (excluding the Company Link and the
Company Marks) and the Third Party Content.  Company acknowledges that Palm owns
exclusive rights in a family of trademarks that includes, among others, the Palm
Mark.  Company will not use "Palm" as part of any of Company's product, service,
top-level  or second-level domain name or institution names and will not take or
authorize  any action inconsistent with Palm's exclusive trademark rights during
the  term  of  this Agreement or thereafter.  Company agrees that the use of the
Palm  Mark  by  Company  shall inure to the benefit of and be on behalf of Palm.
Company acknowledges that Company's utilization of the Palm Mark will not create
any right, title or interest in such Palm Mark in Company. Company shall use the
Palm Mark so that each Palm Mark creates a separate and distinct impression from
any  other  trademark  that may be used or affixed to materials bearing the Palm
Mark  or  used  in  connection  with  services  provided  under  the  Palm Mark.

4.   OBLIGATIONS  OF  THE  PARTIES.
     -----------------------------

     4.1     Implementation.  The  Company  Site  will  be made available to End
             --------------
Users  on  a  date  to  be  mutually agreed upon in writing by the parties.  The
Company  Site will be hosted on Company's servers or on the servers of Company's
Internet  service  provider.  Once  made  available  to End Users, Company shall
ensure  that  the  Company  Services  remain  available through the Company Site
throughout the Term. At all times during the Term, Company shall ensure that the
Company  Content  is  at least as up-to-date as any similar content displayed on
all  other  sites  of  Company  on  the  World  Wide  Web.

     4.2     Use  and  Ownership  of  User  Data.
             -----------------------------------

            (a)   Collection  of  User  Data.  Company  acknowledges  that  the
                  --------------------------
provision  of  wireless  services  to  enable  End  Users  to access the Company
Services  using  a  Palm Device results in the access by Palm of User Data. Palm
agrees  that  it  shall not disclose User Data to third parties in a manner such
that  the  User Data is identifiable as belonging to a particular End User. Palm
shall  be entitles, however, to use and disclose User Data in the aggregate in a
manner  that does not associate the aggregate data with any individual End User.
Notwithstanding  anything  to the contrary contained herein, Palm agrees that it
will  not  collect, use or disclose any User Date in violation of any applicable
law  or  regulation,  or  in  violation  of  Palm's then-current privacy policy.

            (b)   Ownership  of  User  Data.  Palm acknowledges and agrees that,
                  -------------------------
subject to Section 4.2(a) (Collection of User Data), User Data shall be owned by
Company.  Company  acknowledges and agrees that all user data collected from End
Users  (other  than  the  User  Data)  with  respect to wireless use of the Palm
Devices  shall  be  owned  by  Palm.

     4.3     Service Level Agreement.  Company shall use commercially reasonable
             -----------------------
efforts  to maintain the Company Site and provide Company Services in accordance
with  the  service  level  agreement  objectives  set  forth  on  Exhibit  E.
                                                                  ----------

     4.4     Company  URL.  Company agrees to provide advance notification of at
             ------------
least three (3) weeks to Palm of any upcoming or intended changes to the Company
URL.  Company  further  agrees  that in the even of a change to the Company URL,
Company will put in place a site redirect from the former Company URL to the new
Company  URL  to  avoid  any  potential  impact  to  the  Subscriber.

     4.5     Advertising  Guidelines.  Company shall ensure that any advertising
             -----------------------
or  promotions  displayed  on  the Company Site will comply with the advertising
guidelines  set  forth  on  Exhibit  F.
                            ----------

     4.6     Support.  Company  will  provide  to  Palm  reasonable  levels  of
             -------
technical support during business hours via telephone and email. During business
hours,  Company  shall  notify  Palm  via  telephone  within one (1) hour of any
conditions which significantly impair or prevent; (a) Company from providing the
Company  Services to End Users; or (b) End Users from accessing the Company Site
("Services  Impairment").  During  non-business hours, Company shall notify Palm
via  telephone  or  email  within two (2) hours of any Service Impairment.  Palm
acknowledges  and agrees that Company is not responsible for downtime on Company
servers  due  to  technical  problems relating to the Internet or experienced by
Internet service providers.  In the event that any individual Service Impairment
continues  for  longer  than  four  (4) hours, Company shall use best efforts to
resolve  the  Service  Impairment  immediately and will promptly notify Palm via
telephone  or  email  when  the  problem  has  been  resolved.

5.   REPRESENTATIONS  AND  WARRANTIES
     --------------------------------

     5.1  Company's  Warranties  and  Representations.  Company  warrants  and
          -------------------------------------------
represents  that:

          (a)  Company  possesses  full  power  and authority to enter into this
Agreement  to  fulfill  its  obligations  hereunder;  and


                                        2
<PAGE>
          (b)  The  performance  of the terms of this Agreement and of Company's
obligations  hereunder  shall not breach any separate agreement by which Company
is  bound.

     5.2  Palm's  Warranties  and  Representations.  Palm  warrants  and
          ----------------------------------------
represents  that:

          (a)  Palm  possesses  full  power  and  authority  to  enter into this
Agreement  and  to  fulfill  its  obligations  hereunder;  and

PALM  CONFIDENTIAL

             (b)  The performance of the terms of this Agreement and of Palm's
obligations  hereunder  shall not breach and separate agreement by which Palm is
bound.

     5.3     Warranty  Disclaimer.  EXCEPT  AS  EXPRESSLY  SET  FORTH  IN  THIS
             --------------------
AGREEMENT,  COMPANY  PROVIDES  ALL  SERVICES  PERFORMEDF  BY  COMPANY UNDER THIS
AGREEMENT  "AS  IS".  TO  THE EXTENT PERMITTED BY THIRD PARTY SUPPLIERS, COMPANY
WILL  PASS  THROUGH  TO PALM ANY WARRANTIES AND INDEMNIFICATION PROVIDED BY SUCH
THIRD  PARTY  SUPPLIERS  TO  COMPANY.  EXCEPT  AS  EXORESSLY  SET  FORTH IN THIS
AGREEMENT,  PALM  AND  ITS  SUPPLIERS  MAKE  NO  WARRANTIES  WITH  RESECT TO THE
PERFORMANCE  OF  THE PRODUCT, THE PALM SITES AND/OR THE PALM DEVICES, EXPRESS OR
IMPLIED.  PALM  AND  ITS  SUPPLIERS  EXPRESSLY  DISCLAIM  ANY  AND  ALL  OTHER
WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE  IMPLIED  WARRANTIES  OF  NON-INFRINGEMENT  OF  THIRD PARTY RIGHTS UNDER THE
UNIFORM  COMMERCIAL  CODE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.   TRADEMARK  LICENSE.
     ------------------

     6.1  Company  License.
          ----------------

          (a)  During  the Term (as described in Section 9.1 (Term) below), Palm
grants  to Company a non-exclusive, worldwide, royalty-free and non-transferable
license  to  use  the  Palm  Mark on the Company Site and in connection with the
promotion  of  the  Company  Services accessible via Palm Devices.  This license
does  not  include  the  right  to sublicense the use of the Palm Mark.  Company
shall  be in compliance with Palm's trademark guidelines as updated from time to
time  and  as currently set forth in Palm's Trademark Policy Guidelines provided
to  Company  promptly  following  the  execution  of  this  Agreement.

          (b)  Company  agrees  that  the nature and quality of any materials or
services  supplied  by Company bearing the Palm Mark shall be of high quality in
the  Internet  industry.  Palm  shall have the right to approve Company's use of
the  Palm  Mark.  Prior to Company's using the Palm Mark, Company shall submit a
written  request  for approval of such use to Palm.  Palm shall not unreasonably
withhold  its  consent  to  any  use by the Company.  If Palm does not object in
writing,  specifying the reasons for objection, within ten (10) business days of
receipt  of such request, Palm shall be deemed to have approved the request (the
"Palm  Approval  Process").  Company may submit revised requests for approval of
any  use  to  which  Palm objected, which shall be governed by the Palm Approval
Process.  Company agrees to cooperate with Palm in facilitating Palm's oversight
of  Company's  use  of the Palm Mark.  Palm shall have the right to receive free
samples  of  all  advertising and promotional materials on which such trademarks
are  used.  Company  shall  comply  with  all  requests from Palm to correct any
improper  uses  of  the  Palm


                                        5
<PAGE>

Mark.  Unless  otherwise  instructed  by  Palm, Company will use a legend on the
Company  Site  and  all  printed  materials  and  products bearing the Palm Mark
similar  to  the  following:  "Palm  is  a  trademark  of  Palm,  Inc.".

     6.2  Palm  License.
          -------------

          (a)  During  the  Term,  Company  grants  to  Palm  a  non-exclusive,
worldwide  and  royalty-free  license,  with the right to sublicense, to use the
Company  Marks  in  connection  with  the use, display, marketing, promotion and
distribution  of  the Product, the Palm Devices and the Company Link pursuant to
Sections  2.1  (Company  Link)  and  Exhibit G. Palm shall be in compliance with
                                     ---------
Company's trademark guidelines as updated from time to time and as currently set
forth  in  Company's  Trademark  Policy  Guidelines  provided  to  Palm promptly
following  the  execution  of  this  Agreement.

          (b)  Company shall have the right to approve Palm's use of the Company
Marks.  Prior  to  Palm's  using  the Company Marks, Palm shall submit a written
request  for  approval  of  such use to Company.  Company shall not unreasonably
withhold its consent to any use by Palm.  If Company does not object in writing,
specifying  the  reasons for objection, within ten (10) business days of receipt
of  such  request,  Company  shall  be  deemed to have approved the request (the
"Company  Approval  Process").  Palm may submit revised requests for approval of
any  use  to  which  Company  objected,  which  shall be governed by the Company
Approval  Process.  Palm  agrees  to  cooperate  with  Company  in  facilitating
Company's  oversight  of  Palm's use of the Company's Marks.  Company shall have
the  right  to receive free samples of all advertising and promotional materials
on  which  such  trademarks  are used.  Palm shall comply with all requests from
Company  to  correct  any  improper  uses  of  the  Company  Marks.

7.   CONFIDENTIALITY.  During  the  Term,  the  Disclosing  Party  may  provide
     ---------------
Confidential  Information  to  the  Recipient.  The  Recipient  shall  hold  the
Confidential  Information  in  confidence,  provided  that  the  Confidential
Information  may  be  disclosed  to  such  of the Recipient's or the recipient's
parent  companies' or subsidiaries' employees, contractors or advisors, who have
a  need  to know for the purpose of fulfilling the Recipient's obligations under
this  Agreement.  The  Recipient  shall  advise  any  such  individuals that the
Confidential  Information is confidential and that be receiving such information
such individuals are agreeing to be bound by the terms of this Section 7 and are
agreeing  not  to  use  such  information  for  any purpose other than described
herein.  Without  the  Disclosing  Party's  prior written consent, the Recipient
shall  not,  and shall direct such individuals not to, disclose the Confidential
Information in whole or in part, except to the extent compelled by law,  a court
or  other  governmental  body  (including,  without  limitation,  the  rules and
regulations  of the Securities and Exchange Commission relating to the filing of
exhibits  to  filings  required  under  the  Securities Exchange Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended); provided, however,
such  Recipient  shall  provide  prompt  prior  written  notice  thereof to such
Disclosing  Party  to enable such Disclosing Party to seek a protective order or
otherwise  prevent  such disclosure. The Recipient shall employ reasonable steps
to  protect  the  Confidential  Information  from  unauthorized  or  inadvertent
disclosure  or  use,  including,  without limitation, the steps that it takes to
protect  its  own  information that is considers trade secret.  Either party may
disclose information concerning this Agreement and the transactions contemplated
hereby, including providing a copy of this Agreement: (i) in connection with the
due  diligence  review  of  a party potential business partners or investors, or
investment bankers, to such persons and to their employees, agents attorneys and
auditors,  (ii) in connection with quarterly and annual financial or tax audits,
to  the  party's  public  accounting  firm,  and  (iii)  in  connection  with


                                        3
<PAGE>
PALM  CONFIDENTIAL

obtaining  legal  advice regarding this Agreement or any related matters, to the
party's  outside  legal  advisors.

8.   INDEMNIFICATION.
     ---------------

     8.1  Company  Indemnification.  Subject  to  the  provisions  of  this
          ------------------------
paragraph,  Company  will  indemnify,  defend  and  hold  harmless  Palm and its
officers,  directors,  employees and agents (the "Palm Indemnification Parties")
from  and  against  any  and  all  losses,  liabilities,  obligations, costs and
expenses  (including,  without limitations, reasonable attorney's fees) incurred
in  connection  with  any suit, claim or action by any third party alleging that
the  Company URL, the Company Link, the Company Marks, the Company  Content, the
Company Services and/or the Company Site (other than the Palm Mark) infringe any
Intellectual  Property  Right of any third party or any claim of damages brought
or  sought  against  Palm  by  any  of  Company's advertisers in connection with
advertising  on  the  Company  Site.  The  obligations  of  this  paragraph  are
contingent  on Palm: (i) giving Company prompt written notice of any such claim;
(ii) allowing Company to control the defense and related settlement negotiations
(but  Company  shall  not enter into any agreement which results in liability to
the  Palm  Indemnified  Parties  without their prior written consent); and (iii)
providing  reasonable  cooperation, at Company's expense, in the defense and all
related settlement negotiations. Company may, at its sole option, elect to limit
its  obligations  under  this  Section  8.1  by  terminating this Agreement upon
fifteen  (15)  days  written  notice  to  Palm;  provided,  however,  that  such
termination  shall  not  affecting  indemnity  obligations  arising  prior  to
termination.  THE  RIGHTS GRANTED TO PALM UNDER THIS SECTION 8.1 SHALL BE PALM'S
SOLE  AND  EXCLUSIVE  REMEDY  AGAINST COMPANY FOR ANY ALLEGED INFRNGEMENT OF ANY
INTELLECTUAL  PROPERTY  RIGHTS  OF ANY KIND ARISING OUT OF THE SUBJECT MATTER OF
THIS  AGREEMENT.

     8.2  Palm  Indemnification.  Subject  to  the provisions of this paragraph,
          ---------------------
Palm  will  indemnify,  defend  and  hold  harmless  Company  and  its officers,
directors, employees and agents (the "Company Indemnification Parties") from and
against  any  and  all  losses,  liabilities,  obligations,  costs  and expenses
(including,  without  limitations,  reasonable  attorney's  fees)  incurred  in
connection  with  any suit, claim or action by any third party alleging that the
Product  (other  than  the  Company  Link,  the  Company  Marks  and Third Party
Content),  the  Palm  Site  (other  than  the  Company Marks and the Third Party
Content),  the  Palm  Mark infringe any Intellectual Property Right of any third
party.  The  obligations of this paragraph are contingent on Company: (i) giving
Palm  prompt written notice of any such claim; (ii) allowing Palm to control the
defense  and  related settlement negotiations (but Palm shall not enter into any
agreement  which results in liability to the Company Indemnified Parties without
their  prior  written  consent);  and (iii) providing reasonable cooperation, at
Palm's  expense,  in  the  defense and all related settlement negotiations. Palm
may,  at  its sole option, elect to limit its obligations under this Section 8.1
by  terminating this Agreement upon fifteen (15) days written notice to Company;
provided,  however,  that  such  termination  shall  not  affecting  indemnity
obligations  arising prior to termination. THE RIGHTS GRANTED TO PALM UNDER THIS
SECTION  8.2  SHALL  BE COMPANY'S SOLE AND EXCLUSIVE REMEDY AGAINST PALM FOR ANY
ALLEGED  INFRNGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND ARISING OUT
OF  THE  SUBJECT  MATTER  OF  THIS  AGREEMENT.

9.   TERM  AND  TERMINATION.
     ----------------------

     9.1  Term.  This  Agreement  will  commence  on  the  Effective  Date  and,
          ----
unless  sooner  terminates  as  provided below, shall continue until twenty-four
(24)  months  following  the Effective Date (the "Initial Term"). This Agreement
shall  automatically  renew for successive two (2) year periods (each a "Renewal
Term") unless either party gives written notice to the other party of its intent
not  to  renew  the  Term  no later than sixty (60) days prior to the end of the
then-current term. For each Renewal Term, Company shall be obligated to pay Palm
the  Co-Marketing  Fees  (defined  below)  as  set  forth  in Exhibit G.
                                                              ---------

     9.2  Termination  for  Cause.  Either  party  may  terminate this Agreement
          -----------------------
upon  written  notice of a material branch by the other party as provided below,
subject  to  thirty  (30) day cure period.  If the breaching party has failed to
cure the breach within thirty (30) days after the receipt by the breaching party
of  written  notice  of  such  breach, the non-breaching party may give a second
notice  to  the  breaching  party  terminating  the  Agreement.

     9.3  Return  of  Property.  Upon  the  termination  or  expiration  of this
          --------------------
Agreement, a party shall immediately deliver to the other party upon its written
request  all  copies  of Confidential Information or other materials then in its
possession  owned solely by such other party, including without limitation sales
and  marketing  materials  provided  to  Palm  by  the  Company.

     9.4  Effect  of  Termination.  Upon  termination  or  expiration  of  this
          -----------------------
Agreement:  (a)  Palm  and  its  sublicenses shall have the right to continue to
manufacture,  market,  reproduce  and  distribute  all  existing versions of the
Products  that  include  the  Company Link as of the date of such termination or
expiration  and  to  fulfill  any purchase orders or contractual obligations for
such  Products  existing on the date of such termination or expiration; (b) Palm
and  its  sublicenses  shall  have  a  commercially reasonable period of time to
remove  the  Company  Link  from  and  Product  following  such  termination  or
expiration  of  this  Agreement; and (c) Company shall also promptly cease using
and  cancel  or  allow to expire any URL or related alias that includes the word
"Palm"  which  has  been registered or used (directly or indirectly) by Company,
including  without  limitation in connection with the Company Site. For purposes
of  this  Agreement,  any version of the Product which is a beta, gold master or
commercial release on the date of such expiration or termination shall be deemed
to  be  an  existing  version  of  the  Product on such date.  The expiration or
termination  of  this  Agreement  shall  not affect the validity of any End User
license agreements applicable to Products (or other use by End Users) within the
scope  of  this  Section  9.4.  Company  agrees  to support the Company Services
through  the  Company  Site  for  sixty  (60)  days  following the expiration or
termination  of  this  Agreement,  except  as  otherwise  provided  in  Section
2.4(Company  Link).").

10.  MARKETING  SUPPORT.  The  parties  agree  that  they  will use commercially
     ------------------
reasonable  efforts  to  engage  in joint efforts to promote the Product and the
Company  Services as mutually agreed upon in advance and in writing.  Each party
agrees  to  perform  those  co-marketing obligations set forth on Exhibit G. The
parties  shall  mutually  agree  on  the substance and timing of a press release
within  30  days regarding this Agreement and the parties' relationship. Neither
Palm  or  Company  shall  make any other public announcement, except as they may
mutually agree in advance and in writing, as to the existence and details of the
matters  set  forth  in  this  Agreement  (other than to employees, consultants,
shareholders  or  a  required  by such parties' disclosure obligations under the
securities  laws  or  regulations  of  the  United States or any state thereof).

11.  CO-MARKETING  FEES.
     ------------------

     11.1     Fees.  Palm's  marketing  obligations  as  set  forth on Exhibit G
              ----                                                     ---------
shall  be  subject  to  Company's  payment of the co-marketing fees set forth on
Exhibit  G  ("Co-Marketing  fees")  according to the schedule set forth therein.
----------
Unless  stated  otherwise  in


                                        4
<PAGE>
PALM  CONFIDENTIAL

Exhibit G, the Co-Marketing Fees shall be due in full thirty (30) days from the
---------
date  of  invoice.  Any  amounts  which  are not paid when due hereunder will be
subject to an interest rate of one and one-half percent (1.5%) per month, or the
maximum  rate  permitted  by  law, whichever is less.  Payments shall be sent to
Palm  at  the address set forth at the beginning of this Agreement or such other
address  as  Palm  may  designated  in  writing.

     11.2 Taxes.  Company  shall  pay  all  sales,  use,  excise and other taxes
          -----
which  may  be  levied  upon  either  party  in  connection with this Agreement,
excluding  taxes  based  on  Palm's  net  income.

12.  LIMITATION  OF  LIABILITY
     -------------------------

     12.1 Consequential  Damages  Waiver.  EXCEPT  IN  THE  EVENT OF A BREACH OF
          ------------------------------
THE  CONFIDENTIALITY  OBLIGATIONS  OR CLAIM MADE FOR INDEMNIFACTION, IN NO EVENT
SHALL  EITHER  PARTY  BE  LIABLE  TO  THE  OTHER  PARTY  FOR  ANY  INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS
TERMINATION,  WHETHER  LIABILIY  IS  ASSERTED  IN  CONTRACT  OR  TORT (INCLUDING
NEGLIGENCE  AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER SUCH APRTY
HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  ANY  SUCH  LOSS  OR  DAMAGE.

     12.2 Limitation of Liability.  IN NO EVENT SHALL PLAM'S TOTAL LIABILITY
          -----------------------
UNDER  THIS  AGREEMENT  EXCEED  THE  AMOUNTS  PAID  TO  PALM  HEREUNDER.

     12.3 Allocation  of  Risk.  Company  and  Palm agree that the foregoing
          --------------------
Section  12.1 and 12.2 on limitation of liability and the Sections 5.1, 5.2, and
5.3 above on warranties and warranty disclaimer fairly allocate the risks in the
Agreement between the parties and that the limitations specified in this Section
12  shall  apply  notwithstanding  any  failure of the essential purpose of this
Agreement  or  any  limited  remedy  hereunder.

13.  GENERAL.
     -------

     13.1  No  Partnership or  Joint  Venture.  Company and Palm are independent
           -----------------------------------
contractors  and  neither  party  is  the  legal  representative,  agent,  joint
venturer, partner, franchisor, franchisee or employee of the other party for any
purpose  whatsoever.  Neither  party  has  any  right  or authority to assume or
create  any obligations of any kind or to make any representation or warranty on
behalf  of  the  other  party,  whether express or implied, or to bind the other
party  in  any  respect  whatsoever.

     13.2  Notice  and  Service.  All  notices  or  requests,  including
           --------------------
communications and statements which are required or permitted under the terms of
this  Agreement,  shall  be  in  writing  and  shall  be  sent  by facsimile, or
nationally  recognized  commercial  overnight  courier.  Notices  shall be deems
received  upon  receipt  of  written  confirmation  of transmission when sent by
facsimile,  or  signing  for  receipt  of delivery if sent by overnight courier.
Notices  shall  be  sent  to  the  parties  a  the  following  addresses:

For  Company:     YP.net,  Inc.
                  4840  E.  Jasmine  #110
                  Mesa,  AZ  85205
                  Fax:  602-532-7813
                  Attention:  Greg  Cane

with a copy to:   Lewis & Rocca, LLP
                  40  N.  Central  Ave.
                  Phoenix,  AZ  85004
                  Attention:  Randy  Papetti
                              --------------

For  Palm:        Palm,  Inc.
                  10  New  England  Business  Center  Drive
                  Suite  102,  Andover,  MA  01810
                  Fax:  978-975-3201

                  Attention:  Sasha  Norkin

with a copy to:   Palm, Inc.
                  Solutions  group  400  N.  McCarthy  Blvd.
                  Milpitas,  CA  95035
                  Attention:  General  Counsel

     13.3  Captions  and  Counterparts.  All  indices, titles, subject headings,
           ---------------------------
section  titles  and  similar items contained in this Agreement are provided for
the  purpose  of  reference  and  convenience  only  and  are not intended to be
inclusive,  definitive  or  to  affect  the  meaning,  content  or scope of this
Agreement.  This  Agreement  may  be executed in any number of counterparts, and
each  executed  counterpart  shall have the same force and effect as an original
instrument.

     13.4  Assignments.  Neither  party  shall assign, voluntarily, by operation
           -----------
of  law,  or  otherwise,  any rights or delegate any duties under this Agreement
(other  than  the  right  to  receive  payments) without the other party's prior
written  consent,  except  that  either  party  may,  without  the other party's
consent,  assign  all  or any part of its rights and duties under this Agreement
pursuant  to a corporate reorganization, or to any entity with whom either party
merges,  either  party  acquires  or is acquired by or to whom with either party
sells  all  or  substantially all of its assets to which this Agreement relates.
Subject  to  the foregoing, this Agreement will bind and inure to the benefit of
the  parties  and  their  respective  successors  and  permitted  assigns.

     13.5  Survival.  Upon  any termination or expiration of this Agreement, the
           --------
following  Sections shall remain in full force and effect: 1, 2.7, 4.2, 5, 7, 8,
9.3,  9.4,  11,  12  and  13.

     13.6  Governing  Law and Jurisdiction.  This Agreement shall be governed by
           -------------------------------
and  construed  under  the laws of California without regard to conflict of laws
principals.  The  parties  agree  and acknowledge that his Agreement is made and
entered  into  in  Santa  Clara,  California.  The  parties hereby submit to the
jurisdiction  of,  and  waive  any  venue  objections against, the United States
District  Court for the Northern District of California, San Jose Branch and the
Superior and Municipal Courts of the State of California, Santa Clara County, in
any  litigation  arising  out  of  the  Agreement.

     13.7  Force  Majeure.  Neither party shall be liable for any loss or damage
           --------------
or  be  deemed  to  be  in  breach  of  this  Agreement  to  the extent that the
performance  of  such  party's  obligations or attempts to cure any breach under
this Agreement are delayed or prevented as a result of any event or circumstance
beyond  its reasonable control, including without limitation, war, invasion, act
of  foreign  enemy, hostilities, civil war or rebellion (whether war be declared
or  not),  or  act  of  God.


                                       5
<PAGE>
PALM  CONFIDENTIAL

     13.8  Waivers;  Modification.  No  failure  or  delay  by  either  party in
           ----------------------
exercising  any  right, power, or remedy under this Agreement shall operate as a
waiver  of  any  such  right, power or remedy.  No waiver or modification of any
provision  of  this Agreement shall be effective unless in writing and signed by
both  parties.  Any  waiver  by  either party or any provision of this Agreement
shall not be construed as a waiver of any other provision of this Agreement, nor
shall  such  waiver  operate  as  or  be construed as a waiver of such provision
respecting  any  future  event  or  circumstance.

     13.9  Severability.  In  the  even  any  provision  of  this  Agreement (or
           ------------
portion  thereof)  is  determined  by  a  court  of competent jurisdiction to be
invalid,  illegal, or otherwise unenforceable, such provision shall be deemed to
have  been  deleted  from  this Agreement, while the remainder of this Agreement
shall  remain  in  full  force  and  effect  according  to  its  terms.

     13.10  Construction.  This  Agreement  reflects  the wording negotiated and
            ------------
accepted  by  the parties and no rule of construction shall apply against either
party.

     13.11  Language.  This  Agreement  is  proposed and executed in the English
            --------
language  only  and  any  translation  of this Agreement into any other language
shall  have  no  effect.  All  proceedings  related  to  this Agreement shall be
conducted  in  the  English  language.

     13.12  Entire  Agreement.  This  Agreement  (together  with  the  Exhibits
            -----------------
hereto)  constitutes  the entire agreement and understanding between the parties
hereto  with  respect  to  the  subject matter hereof and supersedes any and all
other agreements, written or oral, that the parties heretofore may have had with
respect  to  the  subject  matter  herein.


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed.

YP.NET,  INC.:

BY:  /s/ Joseph Johnson
   ---------------------------------
Name:  Joseph  Johnson
    --------------------------------

Title:  Agent
      ------------------------------

PALM,  INC.

BY: /s/ Sasha Norkin
   ---------------------------------
Name:  SASHA  NORKIN
    --------------------------------

Title: Director  of  Business  Development
      -----------------------------------


                                       6
<PAGE>
                                    EXHIBIT A
                                    ---------

                                  Company Link
                                  ------------

Company  shall  provide  Palm  with  the  following  URL for the Company Link as
follows:

                                    Company  URL
                                    ------------
                                    to be provided by Company by February 07,
                                    2003

Palm  shall  have the right to approve in advance and in writing the appearance,
size  and  content  of  the  Company  Link, and any changes Company males to the
Company  Link.






                                                                               7
<PAGE>
                                    EXHIBIT B
                                    ---------

                                  Company Marks
                                  -------------

                                [GRAPHIC OMITTED]

                                     YP.net

                                [GRAPHIC OMITTED]

                                 YELLOW-PAGE.NET
                             Making It Easy For You





                                    Palm Mark
                                    ---------

                                  THIS SITE IS
                               Palm wirelessready.
                                [GRAPHIC OMITTED]


                                                                               8
<PAGE>
                                    EXHIBIT C
                                    ---------

                                Company Services
                                ----------------

YP.Net will Provide PDA web site with Yellow and White pages functionality. With
approval  from Palm, YP.Net may update, improve, enhance and add to it's list of
services  from  time  to  time.






                                                                               9
<PAGE>
                                    EXHIBIT D
                                    ---------

                                     Product
                                     -------

Any  Palm portal software released by Palm, and all versions thereof, including,
without  limitation,  all  versions  which  may  be  Palm-branded, co-branded or
private-labeled.






                                                                              10
<PAGE>
                                    EXHIBIT E
                                    ---------

                       Service Level Agreement Objectives
                       ----------------------------------

1.     Company will not exceed a Downtime for more than one-tenth of one percent
(0.1%)  over  a rolling thirty (30) day period. "Downtime" is defined as any one
(1)  minute  period during which the Company Services processes no user queries.

2.     Company  will provide ninety-nine and nine-tenths percent (99.9%) Service
Availability  o over a rolling thirty (30) day period, as measured and monitored
from  Company's facilities.  "Service Availability" is defined as the successful
processing  by  the Company Services of user queries received by Company from an
End  User.  Service  Availability  does not include Downtime or due to technical
problems  relating to the Internet or experienced by Internet service providers.

3.     Company  will  not exceed an average Server Latency of eight-tenths (0.8)
of  a second over any twenty-four (24) hour period.  "Server Latency" is defined
as the time period between the time: (a) when Company receives a user query from
an  End  User;  and  (b) when Company has successfully processed the user query.
Server  Latency  does  not  include any time associated with transmission of the
user  query  from  Palm  to  Company:

4.     Company  will not exceed an average Network Latency of four hundred (400)
milliseconds  over  any  twenty-four (24) hour period, excluding any Downtime or
due  to  technical  problems relating to the Internet or experienced by Internet
service  providers.  "Network  Latency"  is defined as the round-trip time of an
ICMP  ping  packet  between  Palm's  servers  and  the  servers  at  Company.

5.     If  Palm  reasonably  believes that Company is out of compliance with the
applicable  requirements  for the Company Services as defined on this Exhibit E,
                                                                      ---------
Palm  may  request a monthly report from Company (no more than once per calendar
quarter)  directed specifically to the parameter believed to have been violated.
If  Palm  reasonably  determines  that Company has failed to meet the applicable
requirement,  Palm  may  provide  a  written  notice  to Company identifying the
failure.  If  Company  has not cured such failure within fifteen (15) days after
receipt  of  such  written  notice,  Palm shall have the right to terminate this
Agreement,  or  any and all of its marketing obligations as set forth on Exhibit
                                                                         -------
G,  immediately  upon  written  notice  to  Company.
-
6.     The  provisions  of  this  Exhibit  E shall not be construed to limit the
                                  ----------
liability  of  the  breaching  party in any way or limit the non-breaching party
from  pursuing  any  remedies  at  law  or  in  equity.


                                                                              11
<PAGE>
                                    EXHIBIT F
                                    ---------

                             Advertising Guidelines
                             ----------------------

The  purpose of these advertising guidelines is to ensure the End Users that all
advertising  accessible to the End Users is delivered in a manner to provide the
best  possible  user  experience.

1.     Company  shall  not  display  any  advertising  on  the  Company  Site:

(a)          advertises  or  promotes  adult or pornographic products, services,
web  sites,  or  web  clipping  applications:

(b)          contains  content  which  is  unlawful,  harmful, abusive, hateful,
offensive,  obscene,  threatening,  libelous  or  defamatory;

(c)          advertises  or  promotes any illegal; products, firearms or tobacco
products.

2.     If  Palm  reasonably  determines  that  an advertisement displayed on the
Company  Site  violates the terms of Paragraph 1 above, Company shall remove the
End  User's  access  to  such advertisement displayed on the Company Site within
twenty-four  (24)  hours  of  the earlier of (a) Company first becoming aware of
such advertisement, or (b) receipt by Company of written notice from Palm of the
existence  of  such  advertisement.


                                                                              12
<PAGE>
                                    EXHIBIT G
                                    ---------

                            Co-Marketing Obligations
                            ------------------------

A.   Co-Marketing  Fees.
     ------------------

     Co-Marketing  Fees  for  Initial  Term:  Twenty Thousand Dollars ($20,000).

     For  the  Initial  Term, Palm will invoice YP.net $20,000 upon execution of
     the  Agreement  and  payment will be due within thirty (30) days. For terms
     following  the Initial Term, the Co-Marketing Fees shall be payable to Palm
     and  Palm  will  invoice YP.net for payment on the anniversary of the term.
     Payment  will  be  due  thirty  (30) days following receipt of the invoice.

Palm  Obligations.
-----------------

1.     Placement  on  the  Product:  Palm will put the test for the Company Link
       ---------------------------
(and  if  Palm  decides  in  its  sole  discretion to include a graphic icons, a
graphic icon of Company's will be displayed) on the Product in any position from
1  to  5  on  the  palm  portal  page, or compatible, at Palm's sole discretion.

2.     Palm  Endorsements  on  the  Company  Site:

          Company  may  use  the  Palm  Mark  on the Company Site to promote the
Product  or  the Company Services, subject to the trademark license set forth in
Section  6  of  this  Agreement.

C.     Company  Obligations.
       --------------------

     1.   Internet  Promotion:  YP.Net  will  place  a  graphical link to Palm's
          -------------------
          website on its www.yp.net Homepage for the Term of this Agreement. The
          graphic  will  be  no more than 50 pixels by 50 pixels and appear upon
          first  load  in  the browser when the yp.net Homepage is launched. The
          graphic  and  url  link  will  be  provided  by  Palm.

2.     Banner  Ad:  YP.Net  will  feature  a 280 x 80 Palm Banner Ad in rotation
       ----------
throughout  the  www.yp.net site. The banner ad will part of a rotating group of
no  more  than  9  other  ads. The Pam Banner Ad will appear above the fold upon
first load in the browser without scrolling when the yp.net page is launched and
viewed  at  an  800x600  pixel resolution. YP.net will serve at least twenty-two
(22)  million  impressions of the Palm Banner Ad during each year of the Term of
this  Agreement.  The  Palm  Banner Ad and url ink will be provided by Palm.  In
the  event  of any deficiency in impressions, Company shall pay to Palm 50 cents
for each thousand ads not served. YP.net shall provide Palm with a report within
thirty  (30)  days  of  each year of the Term showing ad impressions served, any
deficiency  therein,  and  of there is a deficiency, shall remit payment to Palm
within  30  days  of  the  report.


                                                                              13
<PAGE>