EXHIBIT 10.28

                         SWITCHBOARD SERVICES AGREEMENT
                         ------------------------------


THIS SWITCHBOARD SERVICES AGREEMENT (the "Agreement) is made and entered into as
of this 1stday of April, 2003 (the "Effective Date") by and between Switchboard
        ---
Incorporated, a Delaware corporation having its principal place of business at
120 Flanders Road, Westboro, MA 01581 ("Switchboard"), and YP.Net, Inc. a Nevada
corporation having its principal place of business at 4840 E. Jasmine #110,
Mesa, Arizona 85205 ("YP.Net").

WHEREAS, Switchboard operates an online, interactive yellow pages directory
service (the "Switchboard Yellow Pages Services," as further defined herein)
accessible via the Internet at www.switchboard.com, as such web site may be
                               -------------------
modified during the Term of this Agreement, or any successor site thereto as may
be designated by Switchboard and approved by YP.Net from time to time; which
approval shall not be unreasonably withheld (the "Switchboard Site"); and

WHEREAS, through the Switchboard Site and other means, Switchboard offers to
merchants a variety of Internet advertising services ("Directory Ads," as
further defined herein); and

WHEREAS,  YP.Net owns and operates an online yellow pages directory service
accessible via the Internet at www.yp.net (and accessible through other
                               ----------
forwarded urls including www.Yellow-Page.Net) as such web site may be modified
                         -------------------
during the Term of this Agreement or any successor site thereto as may be
designated by YP.Net and approved by Switchboard from time to time, which
approval shall not be unreasonably withheld (the"YP.Net Site"); and

WHEREAS, through the YP.Net Site and other means, YP.Net offers to its merchant
customers ("YP.Net Merchants," as further defined herein) certain Internet
advertising services; and

WHEREAS, YP.Net desires to market, promote, offer, provide and/or sell to YP.Net
Merchants the Directory Ads, as provided herein; and

WHEREAS, Switchboard desires to expand its base of Directory Ad subscribers
through this Agreement, pursuant to which YP.Net may market, promote, provide,
offer and sell the Switchboard Directory Ads to YP.Net's merchant customers
through sales efforts by YP.Net's sales force, through YP.Net's telemarketing
efforts and through other means as described herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Switchboard and YP.Net agree as follows:


<PAGE>
1.0  TERMS  AND  CONDITIONS

     The terms and conditions set forth in the following Schedules (and the
     Exhibits thereto) are attached hereto and incorporated herein by reference,
     and shall govern the provision of such Switchboard Directory Ads:

     SCHEDULE A     SWITCHBOARD DIRECTORY ADS
     SCHEDULE B     GENERAL TERMS AND CONDITIONS

IN WITNESS WHEREOF, Switchboard and YP.Net have caused this Agreement to be
executed by their duly authorized representatives as of the Effective Date.

SWITCHBOARD INCORPORATED          YP.NET DIRECTORIES, INC.


By:  /s/  Mark Canon                By:  /s/  Debra Johnson
    ----------------------------       ----------------------------

Name:  Mark Canon                   Name:  Debra Johnson
    ----------------------------         ----------------------------

Title:  VP Business Development     Title:  V.P. corp image
      ----------------------------        ----------------------------

<PAGE>
                                   SCHEDULE A
                                   ----------
                            SWITCHBOARD DIRECTORY ADS
                            -------------------------


1.0  DEFINITIONS

"Directory Ad" shall mean an advertisement to be sold and or provided by YP.Net
--------------
to YP.Net Merchants hereunder, for display in the "Featured Listing" section
(sometimes referred to as "Local Advertiser" section) or comparable area of the
Switchboard Yellow Pages Service displayed in all cases before the "All
Businesses", or Free Listing Section; which may be hyperlinked to a web site of
a YP.Net Merchant; which shall be searchable by such criteria as category and
geographic locations, and by business attributes that are provided; with
placement in one (1) Yellow Pages category; and shall appear when the respective
YP.Net Merchant's location is within the city or town specified in the User
query.  Directory Ads shall appear when the respective advertiser's listing
results is shown within the category search, proximity search and business name
search, if applicable, in the Switchboard Yellow Pages Service.  Additional
functions and features, including size of Directory Ads and quantity of enhanced
data attributes displayed in the ads shall be subject to Switchboard's
determination and subject to such modifications to such advertisements as
Switchboard may implement from time to time, but shall be no less than other
Directory Ads in the same section.  Directory Ads sold and or placed by YP.Net
pursuant to this Agreement shall be distributed and displayed through the
Switchboard Site, and also through such Switchboard Affiliated Sites that
display enhanced directory content as may be determined by Switchboard.
Directory ads shall appear in the form of a business Featured Listing, including
business name, business address, business telephone number, and optional
Directory elements such as web site address, e-mail address, toll free numbers,
fax number, one (1) line of promotional text to appear under the business name,
hours of operation, Enhanced Data, and may include a link to a "mini Web Page"
service hosted by YP.net, with placement in the Featured Listing section of the
Yellow Pages results screen, substantially as depicted in the screen shot
attached hereto as EXHIBIT "A".

"Directory Ad Management Tool" shall mean Switchboard's proprietary online Order
------------------------------
insertion tool to which YP.Net will be granted access for the purpose of
creating and managing Directory Ads hereunder, and YP.Net's use of which shall
be solely pursuant to the terms and conditions of Switchboard's or its
licensor's standard terms of use for such Tool.

"Order" shall mean a YP.Net Merchant's order to obtain a Switchboard Directory
-------
Ad that is generated pursuant to YP.Net's Marketing Efforts established
hereunder.

"Switchboard Affiliated Sites" shall mean third party web sites linking to and
------------------------------
displaying content from the Switchboard Site through private label, co-branded,
or sub-branded interfaces or otherwise pursuant to written agreements with
Switchboard.


<PAGE>
businesses and other entities located in the United States, such as names,
addresses, telephone numbers, and advertisements, as such service may be
modified from time to time during the Term.

"YP.Net Merchant" shall mean merchant customers of YP.Net, to which YP.Net may
-----------------
market, promote, provide, offer and or sell Switchboard Directory Ads as
provided herein; however YP.Net may not intentionally market, promote, provide,
offer or sell to YP.Net merchants that are also existing Switchboard Directory
Ad customers.

"YP.Net Merchant Content" shall mean such trademarks, trade names, service
-------------------------
marks, logos, advertising collateral and other content or materials provided by
YP.Net or their Merchants for the creation of Directory Ads hereunder.

2.0  PROMOTION  AND  SALE  OF  SWITCHBOARD  DIRECTORY  ADS

2.1  Right to Market and Sell Directory Ads. During the Term, YP.Net shall
     --------------------------------------
     have the non-exclusive, non-assignable (except as provided in Section 11.1
     of SCHEDULE B attached hereto) right to independently solicit, enter into
     agreements with and or provide YP.Net Merchants which result in such YP.Net
     Merchants receiving the benefit of the YP.Net purchased Directory Ads from
     Switchboard. YP.Net shall not misrepresent to any YP.Net Merchant the
     operation and functions of the Directory Ads. Notwithstanding the
     foregoing, Switchboard shall reframe itself, and its contractors, agents,
     represents and other third parties engaged for that purpose from
     intentionally soliciting orders from YP.Net Merchants, for Directory Ads.

2.2  Marketing Effort. Throughout the Term, YP.Net shall use commercially
     ----------------
     reasonable efforts to market, promote, offer and sell the Directory Ads
     though the YP.Net Site, YP.Net's sales force, telemarketing efforts, direct
     mail and/or such other methods as the parties may mutually agree upon form
     time to time during the Term (the "Marketing Efforts"). In no event,
     however, shall YP.Net knowingly market, promote, provide, offer sell
     Directory Ads to existing Switchboard Directory Ad customers. In the event
     that it is discovered that YP.Net has placed an Order that involves an
     existing Switchboard Directory Ad customer, such Order shall be cancelled
     and removed immediately.

2.3  Miscellaneous. Switchboard shall provide YP.Net with such technical
     -------------
     specifications, documentation and such other information and assistance as
     may be reasonable necessary to assist YP.Net with the Marketing Effort,
     including necessary and sufficient documentation for YP.Net to accurately
     represent to each YP.Net Merchant the operation and functions of the
     Switchboard Directory Ads as required by Section 2.1, above.

3.0  ORDERS FOR SWITCHBOARD DIRECTORY ADS; GENERAL


<PAGE>
3.1  Advertising Content Policy. All orders for Switchboard Directory Ad
     --------------------------
     Orders generated by YP.Net are subject to acceptance by Switchboard.
     Switchboard reserves the right, in its reasonable discretion, to reject any
     Order that is, or contains a link to any content that is, offensive,
     defamatory, indecent, obscene, trade libelous, threatening or harassing,
     harmful to minors, child pornographic or that contains illegal content as
     defined by applicable federal, state, county and local laws, or that may
     violate Switchboard's Content Policy, as the same may be modified or
     updated by Switchboard from time to time, the current version of which is
     set forth in EXHIBIT B attached hereto.

     Switchboard shall notify YP.Net of any Order so rejected within five (5)
     business days of such rejection. YP.Net shall have the option to remedy the
     rejected Order with a substitute Order that complies with the standards set
     forth in this Section 3.1. Any substitute Orders placed by YP.Net shall be
     subject to further review by Switchboard as provided in this Section 3.1.

3.2  Customer Support. Through the use of the Directory Ad Management Tool
     ----------------
     or such other means as YP. Net may determine, YP.Net shall be responsible
     for handling and responding to all YP.Net Merchant inquiries relating to
     Orders for Directory Ads sold pursuant to this Agreement.

3.3  Payment of Invoices. Switchboard invoices for Orders shall be paid by
     -------------------
     YP.Net within thirty (30) days of the date of invoice. Invoices not paid
     within such period shall be subject to a late payment charge of 1.5% per
     month (or the maximum rate permitted by law, whichever is lower) on the
     outstanding balances thereof, accruing from the due date. Payment of a late
     payment charge by YP.Net shall not affect any other remedy available to
     Switchboard. In the event an invoice by Switchboard to YP.Net remains
     unpaid, in whole or in part, for a period of sixty (60) days past its due
     date, Switchboard may, at its option and in addition to any right or remedy
     available to Switchboard under this Agreement, cancel any or all unpaid
     Orders submitted by YP.Net.

3.4  Taxes. Any pricing for Orders provided herein may not include any
     -----
     applicable sales or use taxes that may be levied thereon. If applicable,
     the invoicing and collecting party shall, in addition to the payments
     required hereunder, pay all sales, use, transfer or other taxes, whether
     federal, state or local, however designated, which are levied or imposed on
     an Order, excluding however designated, which are levied or imposed on an
     Order, excluding however, income taxes on profits which may be levied
     against the other party. The invoicing and collecting party shall be
     responsible for providing, in a timely manner, all reasonable documentation
     in the nature of exemption certificates or otherwise, necessary to allow
     the other party to refrain from collections such as sales tax, that it
     would otherwise be obligated to make.

4.0  ORDERS FOR DIRECTORY ADS


<PAGE>
4.1  Directory Ad Pricing. YP.Net shall be responsible for and shall have
     --------------------
     sole discretion in determining the prices to be charged to YP.Net Merchants
     from time to time for Orders for Directory Ads placed hereunder (the
     "Directory Ad Pricing").

4.2  Contracts with YP.Net Merchants. YP.Net shall be solely responsible for
     -------------------------------
     having each YP.Net Merchant execute any necessary written agreement (or an
     enforceable equivalent) permitting the placement of a Directory Ad Order
     hereunder which, when executed, shall be a contract between YP.Net and the
     respective YP.Net Merchant. YP.Net hereby grants to Switchboard (and all
     Directory Ad agreements between YP.Net and YP.Net Merchants shall include)
     a worldwide, non-exclusive license and right to copy, display, transmit,
     and publish the Directory Ads, including all YP.Net Merchant Content,
     submitted to Switchboard hereunder, for display to users of the Switchboard
     Site and the Switchboard Affiliated Sites. The following provisions shall
     apply to all Directory Ad Orders:

     SWITCHBOARD'S SOLE OBLIGATION TO YP.NET OR TO YP.NET MERCHANTS WITH RESPECT
     TO ANY ERROR OR OMISSION RELATING TO THE ACCEPTANCE OF ANY ORDER AND
     PUBLICATION OF ANY CONTENT THEREING SPECIFIED, INCLUDING THE PROVISION OF
     ANY REPORT OR CATEGORY LISTINGS, SHALL BE THE CORRECTION OF SUCH ERROR OR
     OMISSION.

     SWITCHBOARD RESERVES THE RIGHT TO REFUSE OR TO CANCEL PUBLICATION OF THE
     CONTENT OF ANY ORDER FOR DEFAULT BY YP.NET UNDER YP.NET'S AGREEMENT WITH
     SWITCHBOARD.

4.3  Insertion and Submission of Orders. Directory Ad Orders shall be
     ----------------------------------
     inserted and/or submitted by YP.Net directly through the use of the
     Directory Ad Management Tool or by the transfer of such listing data and
     elements to Switchboard, also through the Directory Ad Management Tool, in
     a database format outlined in the Merchant Management Tool User's Guide,
     for batch Directory Ad insertion and or removal at yp.net discretion.
     YP.Net shall be solely responsible for correcting any Directory Ads which
     are excepted (that is, do not match exactly with Switchboard listing
     information for the same merchant) during the initial database load and any
     subsequent loadings.

4.4  Placement and Hosting of Directory Ads. YP.Net shall ensure that each
     --------------------------------------
     Directory Ad is correctly placed within the applicable Yellow Pages
     category. If, in Switchboards; reasonable judgment, a Directory Ad is not
     correctly placed YP.Net shall, upon notice form Switchboard, replace such
     Directory Ad to the correct category or categories. Switchboard shall
     maintain and control the Switchboard Yellow Pages Service. All Directory
     Ads placed hereunder shall be hosted on Switchboard's servers.


<PAGE>
4.5  Directory Ad Management Tool License, Training and Support. Switchboard
     -----------------------------------------------------------
     will provide YP.Net with a single session of telephone training or on-line
     training on the use of the Directory Ad Management Tool, no to exceed
     training for two (2) individuals or four (4) total hours of training each
     year during the Term of this Agreement, or for such additional number of
     people and with such other scheduling at Switchboard may agree upon in its
     reasonable discretion. To assist YP.Net with any questions on the use of
     the Directory Ad Management Tool, Switchboard will provide support, via
     e-mail, as outlined in the Merchant Management Tool User's Guide.
     Switchboard hereby grants to the YP.Net a non-exclusive, royalty free,
     object code only license to use the Directory Ad Management Tool solely for
     the purposes of this Agreement and solely pursuant to Switchboard's or its
     licensor's terms of use for the Tool.

4.6  Merchant Invoices and Collection. YP.Net shall be solely responsible
     ---------------------------------
     for invoicing and collecting all Directory Ad Pricing from YP.Net Merchants
     with respect to Orders hereunder.

4.7  Directory Ad Hosting Fees. Commencing as of the Effective Date, YP.Net
     --------------------------
     shall pay Switchboard a guaranteed monthly fee of twenty thousand dollars
     ($20,000) for up to 250,000 Directory Ad Orders in place, and additional
     fees for any additional Directory Ad Orders (the "Directory Ad Hosting
     Fees"), as follows:

<TABLE>
<CAPTION>
NUMBER OF DIRECTROY ADS                           DIRECTORY AD HOSTING FEE
--------------------------------------  --------------------------------------------
HOSTED DURING THE MONTH
--------------------------------------
<S>                                     <C>

                                        YP.Net shall pay a guaranteed minimum
                                        monthly Hosting Fee of $20,000, whether
                                        all 250,000 Directory Ads are used or not.
                                        Such guaranteed minimum Hosting Fee
                                        shall be invoiced by Switchboard as the fist
Between 0 and 250,000 Directory Ads     day of each month.


                                        An additional Hosting Fee of $0.08 per
                                        Directory Ad per month.  Such additional
                                        Hosting Fees shall be invoiced by
                                        Switchboard in the month following the
For additional Directory Ads in excess  month in which such additional Hosting
Of 250,000                              Fees are accrued.
</TABLE>


<PAGE>
     Such  Directory  Ad Hosting Fees shall apply to each Directory Ad as of the
     date  of its creation as provided herein until its deletion. Such Directory
     Hosing  Ad  Fees shall be due and payable as provided in Section 3.3 above,
     Each  invoice  shall  be  categorized  by  YP.Net  Merchant.

4.8  Directory Ad Terms. Each Directory Ad place hereunder and outstanding
     -------------------
     at the time of the expiration or termination of this Agreement shall be
     removed and deleted from the Switchboard Yellow Pages Service of the
     Switchboard Site and Switchboard Affiliated Sites at the time of such
     expiration or termination.


<PAGE>
                                   SCHEDULE B
                                   ----------
                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

1.0  DEFINITIONS

"Term" shall have the meaning set forth in Section 9.0 hereof.
 ----

Capitalized terms not defined in this Schedule B but used herein shall have the
meaning ascribed to them elsewhere within this Agreement.

2.0  EXCLUSIVITY

2.1  No Exclusivity Provided by Switchboard. YP.Net acknowledges and agrees
     ---------------------------------------
     that Switchboard may contract with-other marketing representatives or any
     third party with respect to the marketing, promoting, offering or selling
     of any of the Switchboard Directory Ads or services similar thereto,
     including without limitation competitors of YP.Net. In the case of a
     dispute YP.Net and other third party sellers of Switchboard Directory Ads
     involving overlapping or conflicting Orders with respect to the same
     merchant, the first Order submitted to and received by Switchboard shall be
     deemed the sole Order. Switchboard reserves the right to implement new
     sales channels using different terms and conditions, offer new and
     different products, subject to the terms of this Agreement, as Switchboard
     may deem necessary.

3.0  INTELLECTUAL PROPERTY

3.1  Technology. YP.Net acknowledges and agrees that Switchboard or its
     ----------
     licensors own all right, title, and interest in and to all patents,
     copyright, trademarks, trade secrets and other intellectual property rights
     in the Switchboard Site, the Switchboard Yellow Pages Serviced, and the
     Switchboard Directory Ads (excluding YP.Net Merchant Content), the
     Directory Ad Management Tool, and any software provided to YP.Net in
     connection with this Agreement. YP.Net shall take no action inconsistent
     with such ownership and shall not attempt to register any intellectual
     property described above in any jurisdiction. Similarly, Switchboard
     acknowledges and agrees that YP.Net or its licensors own all right, title,
     and interest in and to all patents, copyright, trademarks, trade secrets
     and other intellectual property rights in the Yp.Net Site. Switchboard
     shall take no action inconsistent with such ownership and shall not attempt
     to register any intellectual property described above in any jurisdiction.

3.2  Trademarks. Each party hereby grants to the other, for the terms of this
     ----------
     Agreement, a non-exclusive, royalty-free license to use any trademarks or
     logos provided to the other party, subject to the respective owner's prior
     approval and revisions in each instance, only for the purposes permitted by
     this Agreement and further subject to the respective owner's right to
     control the quality of any service


<PAGE>
offered under its trademark or logo, such that the service meets the standards
the public has come to associate with such party's trademarks and logos.
Neither party, by virtue of this Agreement, shall obtain or claim any right,
title, or interest in or to the other party's name, trademarks, service marks or
logos, except the right of use as specified herein, and the parties hereby
acknowledge and agree that all such use shall inure to the benefit of the
respective owner.

3.3  Proprietary Notices. Neither party shall alter or remove any printed or
     --------------------
     on-screen copyright, trademark, or other proprietary or legal notices place
     by the other party in its web site or as other wise provide herein.

3.4  Ownership and Use of User Data. As between the parties, Switchboard
     -------------------------------
     shall be the sole and exclusive owner of all right, title and interest in
     any and all data compiled or obtained by either party in connection with
     the User's use of the Switchboard Site, the Switchboard Affiliated Sites
     and the Switchboard Yellow Pages Services as provided herein.

3.5  YP.Net Merchant Data. Each party will treat merchant data (that is,
     --------------------
     information given by YP.Net Merchants in connection with placing Orders)
     provided by the other party or jointly collected ("YP.Net Merchant Data")
     strictly in accordance with all applicable laws, their respective terms of
     use and privacy policies and with the same level of confidence that it
     treats its own merchant data. As between the parties, YP.Net Merchant Data
     and marketing methods, whether collected by YP.Net or Switchboard pursuant
     to the terms of this Agreement. Nothing in this Section 3.5 shall obligate
     either party to track, maintain or compile information that is not
     customarily tracked by such party in the ordinary course of its business.

4.0  PUBLICITY

     Each party shall have the right to create and publish its own press release
     announcing the execution of this Agreement and the relationship between the
     parties established hereunder, subject to the prior written approval of the
     other party, which approval shall not be unreasonably withheld. The parties
     may, but shall not have the obligation to, create and publish a joint press
     release announcing the execution of this Agreement and the relationship
     between the parties. Each party shall have the right to publish any such
     initial press releases, or portions thereof, in trade publications,
     magazines and other publications of its choice. The parties agree that
     thereafter, except as otherwise mutually agreed, or as required by law,
     neither party shall make any written public statement, including without
     limitation in marketing materials or press releases, using the other
     party's trade name or trademarks or referring to this Agreement or the
     relationship created hereunder, without the prior approval of the other
     party, which approval shall not be unreasonably withheld. Switchboard and
     YP.Net will not disclose the material terms of this Agreement in any
     circumstance, unless


<PAGE>
     required by law. This provision shall not limit or prevent YP.Net from
     using or disclosing non-confidential information, such as the distribution
     that YP.Net Merchants will receive as a result of a purchasing Switchboard
     Directory Ads.

5.0  DISCLAIMER OF WARRANTIES

     NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY
     KIND AS TO ANY MATTER, EITHER EXPRESS OR IMPLIED, WHICH ARE NOT EXPRESSLY
     MADE IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED
     WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.0  CONFIDENTIALITY

6.1  Confidential Information. Notwithstanding any non-disclosure or
     ------------------------
     confidentiality agreement signed by the parties with respect to any initial
     discussions prior to the Effective Date, Switchboard and YP.Net each agrees
     and acknowledges that in order to further the performance of this
     Agreement, they may be required to disclose to each other certain
     confidential information, including but not limited to information
     concerning either party's online services and web sites, technology,
     software, tools, business, or plans and methods, financial information
     other confidential information, all of which shall be deemed "Confidential
     Information" for the purposes of this Section if, with the respect to such
     information disclosed in tangible form, it is marked "Confidential" or its
     equivalent, and, with respect to such information disclosed orally, it is
     identified as confidential at the time of disclosure. Marketing methods
     used by YP.Net in connection with the Marketing Efforts, and the results of
     the Marketing Efforts, as well as Merchant Data as provided in Section 3.5,
     above, shall be deemed the Confidential Information of YP.Net.

6.2  Protection of Confidential Information. During the term of this
     ---------------------------------------
     Agreement and for a period of two years after the expiration or termination
     thereof, the receiving party agrees to protect the confidentiality of the
     disclosing party's Confidential Information with at least the same degree
     of care that it utilize with respect to its own similar proprietary
     information, but in no even less than a reasonable standard of care,
     including without limitation agreeing:

     a.   Not to disclose or otherwise permit any other person or entity access
          to, in any manner, the Confidential Information, or any part thereof
          in any form whatsoever, except such disclosure or access shall be
          permitted to (i) an employee of the receiving party (or wholly owned
          or wholly owing affiliated entity of the receiving party) requiring
          access to the Confidential Information in the course of his or her
          employment in connection with this


<PAGE>
          Agreement and who has signed an agreement obligating the employee to
          maintain the confidentiality of the confidential information of third
          parties in the receiving party's possession; or (ii) a director, legal
          advisor, or financial advisor of the recipient party hereunder,
          provided that such parties are bound to maintain the confidentiality
          of such information and provided further that they are permitted to
          use such Confidential Information only for the purposes of carrying
          out their fiduciary or other advisory responsibilities on behalf of
          the pry hereto from which it received such Confidential Information;

     b.   To notify the disclosing party promptly and in writing of the
          circumstances surrounding any suspected possession, use or knowledge
          of the Confidential Information or any part thereof at any location or
          by any person or entity other that those authorized by this Agreement;
          and

     c.   Not to use the Confidential Information for any purpose other than as
          explicitly set forth herein.

6.3  Exceptions. Nothing in this Section 6.0 shall restrict the receiving
     ----------
     party with respect to information or data, whether or not identical or
     similar to that contained in the Confidential Information, if such
     information or data: (a) was rightfully possessed by the receiving party
     before it was received from the disclosing party: (b) is independently
     developed by the receiving party without reference to the disclosing
     party's information or data: (c) is subsequently furnished to the receiving
     party by a third party not under any obligation of confidentiality with
     respect to such information or data, and without restrictions on use or
     disclosure: or (d) is or becomes public or available to the general public
     otherwise than through any act or default of the receiving party. Each
     party reserves to itself its proprietary marketing method rights.

7.0  INDEMNIFICATION

7.1  Indemnification by Switchboard. Switchboard shall indemnify, defend,
     -------------------------------
     and hold YP.Net harmless from and against any and all losses, expensed,
     damages, liabilities, taxes, penalties, assessments, judgments, and costs
     (including reasonable attorneys' fees) (collectively, "Liabilities")
     arising out of any third party claims, actions or proceedings brought
     against YP.Net so far as same are based upon (i) a claim that all or any
     portion of or content within the Switchboard Site, the Switchboard Yellow
     Pages Services, the Directory Ads (excluding any YP.Net Merchant Content),
     the Directory Ad Management Tool, or any software provided by Switchboard
     to YP.net hereunder (in each case, in the form provided by Switchboard)
     infringes any U.S. patent, copyright, trade secret, trademark or other
     intellectual property right, or any other personal or property right, or
     (ii) a material breach by Switchboard of this Agreement; provided that
     YP.Net provides Switchboard with prompt written notice of any
     ------
     claims and reasonable assistance and sole authority to defend or settle
     such claims. Switchboard shall have no


<PAGE>
     obligation pursuant to this Section 7.1 to the extent that such Liabilities
     arise out of the material breach, gross negligence or willful misconduct of
     YP.Net. If any portion of or content within the Switchboard Site, the
     Switchboard Yellow Pages Serviced, the Directory Ads (excluding any YP.Net
     Merchant Content), the Directory Ad Management Tool, or any software
     provided hereunder is, or in Switchboard's reasonable opinion is likely to
     become, the subject of an injunction preventing its use as contemplated
     herein, Switchboard may, at its option, (1) procure for YP.Net the right to
     continue using such software or services; (2) replace or modify such
     software or services so that it becomes non-infringing; or, if the remedies
     in (1) or (2) are not reasonably available to Switchboard despite
     Switchboard's commercially reasonable efforts, terminate YP.Net's right to
     use such software or services. This Section 7.1 set forth Switchboard's
     sole liability and YP.Net's and the sole remedy with respect to any claims
     of intellectual property infringement relating to this Agreement.

7.2  Indemnification by YP.Net. YP.Net shall indemnify, defend, and hold
     -------------------------
     Switchboard harmless from and against any and all losses, expenses,
     damages, liabilities, taxes, penalties, assessments, judgments, and costs
     (including reasonable attorneys' fees) (collectively, "Liabilities")
     arising out of any third party claims, actions or proceedings brought
     against Switchboard so far as same are based upon (i) a claim that all or
     any portion of or content within the YP.Net Site or the YP.Net Merchant
     Content (in each case, in the form provided by YP.Net) infringes any U.S.
     patent, copyright, trade secret, trademark or other intellectual property
     right, or any other personal or property right, (ii) a material breach by
     YP.Net of this Agreement; provided that Switchboard
                                             -------------
     provides YP.Net with prompt written notice of any claims and reasonable
     assistance and sole authority to defend or settle such claims. YP.Net shall
     have no obligation pursuant to this Section 7.2 to the extent that such
     Liabilities arise out of the material breach, gross negligence or willful
     misconduct of Switchboard. This Section sets forth YP.Net's sole liability
     and Switchboard's sole remedy with respect to claims of intellectual
     property infringement relating to this Agreement.

8.0  LIMITATION OF LIABILITY

     EXCEPT AS PROVIDED IN SECTION 6.0 (CONFIDENTIALITY) AND IN SECTION 7.0
     (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE TO
     THE OTHER, OR TO ANY PARTY CLAIMING THROUGH SUCH OTHER PARTY, FOR ANY
     CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, OR FOR ANY LOSS O
     PROFITS OR SALES OR LOSS OF OR DAMAGE TO DATA, REGARDLESS OF THE FORM OF
     ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.


<PAGE>
     EXCEPT AS PROVIDED IN SECTION 6.0 (CONFIDENTIALITY) AND SECTION 7.0
     (INDEMNIFICATION), AND EXCEPT WITH RESPECT TO AMOUNTS OWED TO THE OTHER
     PARTY UNDER THE REVENUE SHARING PROVISIONS CONTAINED HEREIN, THE MAXIMUM
     LIABILITY OF EITHER PARTY HEREUNDER SHALL BE THE GREATER OF FIFTY THOUSAND
     DOLLARS ($50,000) OR THE AGGREGATE AMOUNT RECEIVED BY SWITCHBOARD PURSUANT
     TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE UPON
     WHICH THE CAUSE OF ACTION AROSE.

9.0  TERM AND TERMINATION

9.1  Term; Renewal. This Agreement shall commence as of the Effective Date
     -------------
     and shall remain in full force and effect for an initial period of one (1)
     year (the "Initial Term") unless earlier terminated as provided herein.
     After the Initial Term, this Agreement shall renew for successive one (1)
     year periods (each a "Renewal Term"), unless either party provides notice
     of termination to the other party no later than thirty (30) days prior to
     the expiration of the then current Term. The Initial Term and any and all
     Renewal Terms shall be collectively referred to herein as the "Term."

9.2  Termination. This Agreement may be terminated prior to the expiration
     -----------
     of its term:

     a.   By either party in the event the other party materially breaches this
          Agreement and the breaching party fails to cure such breach within
          thirty (30) days of written notice of such breach from the
          non-breaching party; or

     b    By either party immediately in the event any assignment is made by the
          other party for the benefit of creditors, or if a receiver, trustee in
          bankruptcy or similar officer shall be appointed to take charge of any
          or all of the other party's property, or if the other party files a
          voluntary petition under federal bankruptcy laws or similar state
          statutes or such a petition is filed against the other party and is
          not dismissed within ninety (90) days.

9.3  Return of Confidential and Proprietary Materials. In the event of
     ------------------------------------------------
     termination of this Agreement, each party shall immediately either (a)
     destroy and certify the same, or (b) return to the other party, all of the
     disclosing party's confidential or proprietary materials provided
     hereunder.

9.4  Fulfillment of Orders. Each Directory Ad placed hereunder and
     ---------------------
     outstanding at the time of such expiration or termination shall be removed
     and deleted from the Switchboard Yellow Pages Service of the Switchboard
     Site and Switchboard Affiliated Sites at the time of such expiration or
     termination.


<PAGE>
10.0 NOTICES

     Any notice or communication from one party to the other shall be in writing
     and either personally delivered or sent (a) via certified mail, postage
     prepaid and return receipt requested, (b) via overnight carrier with a
     national reputation which tracks receipt, or (c) via facsimile with
     confirmation sent via one of the other allowable means, in each case,
     addressed to such other party at the address specified below or such other
     address as either party may from time to time designate in writing to the
     other party. All notices shall be effective upon receipt.

     If to Switchboard:  Switchboard Incorporated
                         120 Flanders Road
                         Westboro, Massachusetts 01581
                         Fax: (508) 898-8222
                         Attn: President

     With a copy to:     Switchboard Incorporated
                         120 Flanders Road
                         Westboro, Massachusetts 01581
                         Fax: (508) 898-8222
                         Attn: General Counsel

     If to YP.Net:       YP.Net, Inc.
                         4840 E. Jasmine #110
                         Mesa, AZ 58205
                         Fax: 480-860-0800 &
                         Fax: 602-532-7813
                         Attn: Greg Crane

     With a copy to:     Law Offices of Lewis & Rocca, LLP
                         40 N. Central Ave.
                         Phoenix, AZ 85004
                         Fax: 602-734-3865
                         Attn: Randy Papetti

11.0 GENERAL PROVISIONS

11.1 Assignment. This Agreement and the rights and responsibilities
     ----------
     hereunder may not be assigned or otherwise transferred, in whole or in
     part, by either party without the prior written consent of the other, which
     shall not be unreasonably withheld, except that either party may assign
     this Agreement in its entirety to an entity purchasing all or substantially
     all of the equity or assets of such party.

11.2 Force Majeure. Except for the obligation to pay all charges when due
     -------------
     and owing hereunder, either party shall be excused from performance
     hereunder if its


<PAGE>
     performance is prevented by acts or events beyond the party's reasonable
     control including, but not limited to, acts of God, strikes or other labor
     unrest, failures of any telecommunications service provider, power failure,
     civil or military emergencies, or acts of legislative, judicial, executive,
     or administrative authorities.

11.3 Waiver. The waiver by either party of a breach or default of any
     ------
     provision of this Agreement by the other party shall not be construed as a
     waiver of any succeeding breach of the same or any other provision, nor
     shall any delay or omission on the part of either party to exercise or
     avail itself of any right, power or privilege that it has, or may have
     hereunder, operate as a waiver of any right, power, or privilege by such
     party

11.4 Governing Law. This Agreement shall be construed and enforced in
     -------------
     accordance with the laws, excluding the conflict of laws provision, of the
     Commonwealth of Massachusetts.

11.5 Independent Contractors. This Agreement is not intended, nor should
     -----------------------
     anything herein be construed, to create the relationship of partners, joint
     ventures, principal and agent, employer and employee, or any other
     fiduciary relationship between Switchboard and YP.Net. The relationship of
     the parties hereto shall be that of independent contractors.

11.6 Entire Agreement; Amendment. This Agreement, including all Exhibits
     ---------------------------
     hereto which are hereby incorporated by reference, represents the entire
     Agreement between Switchboard and the YP.Net with regard to the subject
     matter hereof, and any prior agreement, understanding, representation, or
     past dealings between the parties with respect to the matters covered
     hereunder, whether such prior activity had been in writing or expressed
     verbally. This Agreement may be amended only by a written document signed
     by authorized representatives of both parties.

11.7 Compliance with Laws. Each party shall be responsible for compliance,
     --------------------
     at its own expense, with all laws, statutes, regulations, rules,
     ordinances, and orders of any judicial authority or governmental body,
     department or agency, which apply to or result from its rights or
     obligations under this Agreement.

11.8 Severability. If any provision of the Agreement is held to be invalid
     ------------
     or unenforceable by any court or tribunal of competent jurisdiction, the
     remaining provisions of this Agreement shall continue in full force and
     effect.

11.9 Headings. Captions and headings contained in this Agreement have been
     --------
     included for ease of reference only and shall not be considered in
     interpreting or construing this Agreement.


<PAGE>
11.10 Audit Rights. Each party obligated to make payments hereunder shall keep,
      ------------
     during the Term of this Agreement and for one (1) year thereafter, proper
     records and books of account relating to the computation of such payments.
     No more frequently than once every six (6) months, the party receiving
     payment, at its own cost and expense and through an independent, competent
     auditor who signs a nondisclosure agreement reasonably acceptable to the
     party subject to the inspection, may inspect such records for the sole
     purpose of verifying reports. Any such inspection will be conducted in a
     manner that does not unreasonably interfere with the inspected party's
     business activities. The inspected party shall immediately make any over
     due payments disclosed by such audit. If such overdue payments are more
     than ten percent (10%) of the amount already paid for the particular time
     period in question, then the inspected party shall also pay for the expense
     of the auditor.

11.11 Survival. Upon the expiration or termination of this Agreement for any
      --------
     reason, the following provisions shall survive: PREAMBLE Section 1.0 (TERMS
     AND CONDITIONS); SCHEDULE A, Section 1.0 (DEFINITIONS) and Section 4.8
     (Directory Ad Terms); SCHEDULE B, Section 1.0 (DEFINITIONS), Section 2.0
     (EXCLUSIVITY), Section 3.0 (INTELLECTUAL PROPERTY), Section 4.0
     (PUBLICITY), Section 5.0 (DISCLAMIMER OF WARRANTIES), Section 6.0
     (CONFIDENTIALITY), Section 7.0 (INDEMNIFICATION), Section 8.0 (LIMITATION
     OF LIABILITY) Section 9.3 (Return of Confidential and Proprietary Materials
     and Removal of Links), Section 9.4 (Fulfillment of Orders), Section 10
     (NOTICES) and Section 11.0 (GENERAL PROVISIONS).


<PAGE>
                                    EXHIBIT A
                                    ---------
                             DIRECTORY AD SCEEN SHOT
                             -----------------------

                                [GRAPHIC OMITTED]






<PAGE>
                                    EXHIBIT B
                                    ---------
                           SWITCHBOARD CONTENT POLICY
                           --------------------------

1.   Switchboard reserves the right to reject any Directory Ad Order, or to
     remove, or to require that YP.Net remove, any Directory Ad placed by YP.Net
     hereunder or any YP.Net Merchant Content which, contains, or contains links
     to, content which Switchboard reasonable deems:

     (a)  Is patently offensive, including without limitation, bigotry, racism,
          discrimination, hatred or profanity; is pornographic, obscene, or
          sexually explicit; is disparaging defamatory or libelous, results in
          an invasion of privacy; promotes gambling (including lotteries);
          promotes or provides instructional information about illegal
          activities or physical harm or injury to any group, individual,
          institution or property; or infringes on a proprietary interest of any
          third party, including without limitation, any copyright, trademark,
          domain registration right, trade secret or paten right; or may violate
          any federal, state, county, and municipal laws, regulation,
          governmental agency orders, and court orders;

     (b)  States or implies an endorsement of the advertiser's products or
          Services by Switchboard or any third party associated with
          Switchboard.

2.   In the event that Switchboard or a third party notifies YP.Net that a
     Directory Ad sold by or on behalf of YP.Net hereunder is the subject of
     complaints or concerns (e.g., from visitors to the Switchboard Site or any
     Switchboard Affiliated Sites) regarding the content of such Directory Ad or
     any material linked through such Directory Ad, YP.Net will use reasonable
     efforts to respond, or cause its merchant customer to respond in good faith
     to such complaints or concerns.

3.   YP.Net acknowledges and agrees that, in certain local markets, Switchboard
     may be required pursuant to contracts with third parties to reject or
     remove Directory Ads and other forms of adverting promoting the following
     types of products or services; cigarettes; hard liquor; massage parlors;
     abortion clinics; firearms and ammunition; and head shops.


<PAGE>