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FINANCIAL  INNOVATORS


Via: FEDERAL EXPRESS
--------------------

February  8,  2001

Mr.  Angelo  Tullo
President  &  Chief  Executive  Officer
TELCO  BILLING,  INC.
4840  East  Jasmine  Street,  Suite  105
Mesa,  AZ  85205

FINOVA  CAPITAL  CORPORATION  COMMERCIAL  SERVICES

355  SOUTH  GRAND  AVENUE  SUITE  2500 LOS ANGELES, CA 90071

TEL  213253  1600  FAX  213  625  3155


Re:  FORBEARANCE  LETTER  AGREEMENT RE EVENTS OF DEFAULT UNDER LOAN AND SECURITY
     AGREEMENT  DATED  AUGUST  31,  1999 (AS  AMENDED  FROM  TIME  TO  TIME, THE
     "LOAN AGREEMENT";  CAPITALIZED  TERMS  USED  HEREIN SHALL HAVE THE MEANINGS
     GIVEN IN  THE  LOAN  AGREEMENT  UNLESS  OTHERWISE  DEFINED)  BETWEEN  TELCO
     BILLING,  INC.  ("BORROWER")  AND  FINOVA CAPITAL CORPORATION ("FINOVA") AS
     SUCCESSOR BY MERGER TO FREMONT  FINANCIAL  CORPORATION

Dear  Mr.  Tullo:

This  Amendment  to  Forbearance  Letter  Agreement  (this "Agreement") is being
entered into by and between FINOVA and Borrower with reference to the following:

A.     On  or  about  August  31,  1999,  Borrower  and  FINOVA  entered  into a
$3,000,000 credit facility  (the "Credit Facility"),  as  evidenced  by the Loan
Agreement,  consisting  of  a  revolving  credit  line up to a maximum amount of
$3,000,000.  In  connection  with  the  Credit Facility, YP. Net, Inc., formerly
known  as  RIGL  Corporation,  ("Guarantor")  executed  a  Continuing  Guaranty
("Guaranty")  dated  August  31,  1999,  in  favor  of  FINOVA,  guarantying all
Obligations.

B.     The  Loan  Agreement,  the  Guaranty  and  all  other  Loan Documents are
collectively  referred  to  herein  as  the  "Loan  Documents".

C.     Certain  Events  of  Default occurred under the Loan Agreement and FINOVA
agreed  to  forbear  from  exercising  its rights  and  remedies in exchange for
certain concessions from Borrower as more fully described in that certain Letter
Agreement  dated  August  4,  2000  between  FINOVA  and  Borrower ("Forbearance
Agreement").

D.     Pursuant  to  the  Forbearance  Agreement,  FINOVA agreed to forbear from
exercising  its  rights and remedies, subject to the conditions set forth in the
Forbearance  Agreement,  until  October  3,  2000.  Such  forbearance period was
subsequently  amended  by  various  letter  amendments  until  February 7, 2001.


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TELCO  BILLING,  INC.
2/8/01
Page  2

E.     Borrower  has  requested  FINOVA to further extend the forbearance period
for  an  additional  period  of time to allow Borrower additional time to obtain
financing sufficient to fully repay the Obligations. FINOVA is willing to extend
the  forbearance  period  under  the  terms  of  this  Agreement.

NOW  THEREFORE, for good and valuable consideration, the receipt and adequacy of
which  are  hereby  acknowledged,  FINOVA  and  Borrower  agree  as  follows:

1.     Acknowledszement  of  FactualRecitals. The parties acknowledge the truth,
       -------------------------------------
accuracy and validity of the foregoing factual recitals and incorporate the same
into  this  Agreement.

Acknowledgment  of  Validity  and  Enforceabilily  of  Loan  Documents  and
---------------------------------------------------------------------------
Obligations.  Borrower acknowledges and agrees that the Loan Agreement and other
------------
Loan  Documents  are  valid  and  enforceable  according  to  their terms. As of
February 07, 200 1, the total amount of the outstanding principal balance of the
Revolving  Advances  is  approximately  $747,529.03  plus all accrued but unpaid
interest,  fees  and  charges.

3.     Acknowledgment of Validily of Security Interest.Borrower acknowledges the
       ------------------------------------------------
validity  of  FINOVA's security interest in the Collateral and acknowledges that
the  Collateral  continues  to  secure  all  of  the  Obligations.

4.     Acknowledgment  of  Defaults.Borrower acknowledges that Events of Default
       -----------------------------
exist  under  the  Loan Documents and that, but for this Agreement, FINOVA could
exercise  all  of  its  rights  available  thereunder  or  at  law or in equity.

5.     No Defenses. Borrower acknowledges that it has no valid offset or defense
to  the  Obligations  now  or hereafter owing under the Loan Agreement, nor does
Borrower have any valid claim against FINOVA and, thbrefore, admits and confirms
that it does not have any legal right or theory on which to invoke or obtain any
legal  or  equitable relief to abate, postpone or terminate FINOVA's enforcement
of  its rights to repayment of Obligations now or hereafter owing under the Loan
Agreement  and  specifically  waives and relinquishes any such right to legal or
equitable  relief  to  cause  any  abatement, postponement or termination of any
enforcement  proceedings  commenced  by  FINOVA.

6.     Reaffirmation  of  Loan  Documents.  Borrower  and,  where  applicable,
       ----------------------------------
Guarantor,  each  reaffirms  and ratifies the terms of the Loan Documents in all
respects.  Except  as  specifically  provided herein, Borrower acknowledges that
nothing  in  this  Agreement  shall (a) be construed to limit or restrict FINOVA
from exercising its rights and remedies under the Loan Documents with respect to
any  other defaults thereunder or with respect to any default by Borrower in the
performance  of  its  obligations  hereunder, or (b) relieve or release Borrower
from any of the obligations, covenants or provisions required to be performed or
observed  under  the  Loan  Documents  or  hereunder.


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TELCO  BILLING,  INC.
2/8/01
Page  3

7.  Forbearance.
    ------------

(a)     Forbearance Period.  Provided Borrower performs all terms and conditions
        ------------------
in  this  Agreement, and no Events of Default other than those referenced in the
Default  Letters  (as  defined in the Forbearance Agreement) shall have occurred
under  the  Loan  Agreement, FINOVA shall forbear from exercising its rights and
remedies  under  the  Loan  Documents  until  March  9,  2001  (the "Forbearance
Termination  Date").  Upon  the  earliest  to  occur  of  (i)  the  Forbearance
Termination  Date,  (ii) the occurrence of an Event of Default or (iii) a breach
by Borrower of the terms and conditions of this Agreement, all Obligations shall
be  immediately due and payable and FINOVA may resort to all rights and remedies
available  under  the  Loan  Documents,  at  law  and/or  in  equity.

(b)     Forbearance Terms.  During the  period  this Agreement is in effect, the
        -----------
following  terms  shall  apply:

     (i) Section 2.1A of the Loan Agreement shall be deleted in its entirety and
replaced  with  the  following:

     A. REVOLVING ADVANCES. Upon request of Borrower made at any time during the
term hereof and so long as no Event of Default exists, FINOVA shall, at its sole
discretion, make advances (Revolving Advances) to Borrower in an amount equal to
(a)  fifty  percent  (50%)  of  the  aggregate  outstanding  amount  of Eligible
Accounts;  provided, however, that in no event shall the aggregate amount of the
outstanding  Revolving  Advances  be greater than the sum of Seven Hundred Fifty
Thousand Dollars ($750,000) (the Revolving Advance Limit). FINOVA may reduce its
advance  rates  on  Eligible  Accounts,  reduce  the Revolving Advance Limit, or
establish  resetves with respect to borrowing availability if FINOVA determines,
in  its  sole  discretion,  that  there  has occurred, or is likely to occur, an
impairment  of  the  prospect  of  repayment  of  all  or  any  portion  of  the
Obligations, the value of the Collateral or the validity or priority of FINOVA's
security  interests  in  the  Collateral.

     (ii)  No  less  than  one week before the beginning of each month, Borrower
shall  provide  FINOVA with a monthly budget for the next month setting forth in
detail,  on  a  week  by  week basis, all of the expenses to be paid by Borrower
during  the  next  month  and  such  other  information as FINOVA shall request.
Revolving  Advances  will  only  be  made  by  FINOVA  to Borrower to the extent
necessary  to  fund  the  items  on  such budgets which are permitted to be paid
pursuant  to  the Loan Agreement and which FINOVA is satisfied are necessary for
Borrower  to  conduct  its  daily  operations.

     (iii)  Interest  on the outstanding Obligations shall continue to accrue at
the  default  rate  as  provided  in  Section  2.5A  of  the  Loan  Agreement.


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TELCO  BILLING,  INC.
2/8/01
Page  4

8.     Conditions Precedent. FINOVA's agreement to enter into this Agreement and
       --------------------
grant  the  forbearance  provided  herein  is  expressly conditioned on Borrower
executing  and  delivering  this  Agreement  to  FINOVA and causing Guarantor to
execute  and deliver an acknowledgment and reaffirmation of the Guaranty and the
release  provided  herein, on or before 5:00 p.m. California time on February 8,
2000.

9.     Default.  Failure by Borrower to comply with all terins and conditions of
this Agreement shall constitute a default hereunder, following which FINOVA may,
without  notice  to  Borrower, resort to all rights and remedies available under
the  Loan  Documents,  at law and/or in equity, including without limitation the
liquidation of all Collateral. Borrower agrees that, upon such event of default,
Borrower  shall  cooperate with FINOVA in orderly liquidating the Collateral and
in  the  exercise  of  all  of  FINOVA's  rights  as  a  secured  lender.

10.  No  Further  Forbearance.  Borrower acknowledges FINOVA is not obligated to
         ---------------------
grant  further  extensions  beyond  the Forbearance Termination Date and that no
such  commitment  has  been  communicated.

11.  RELEASE.  BORROWER AND GUARANTOR, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
REPRESENTATIVES,  EMPLOYEES,  PREDECESSORS,  SUCCESSORS,  AGENTS  AND  ASSIGNS
(COLLECTIVELY,  "RELEASING  PARTIES")  EACH  HEREBY  RELEASE, REMISE AND FOREVER
DISCHARGE  FINOVA,  AND  ITS  OFFICERS,  DIRECTORS,  EMPLOYEES,  PREDECESSORS,
SUCCESSORS,  AGENTS  AND ASSIGNS (COLLECTIVELY "RELEASED PARTIES"), FROM ANY AND
ALL  CLAIMS,  DEMANDS, ACTIONS, CAUSE OR CAUSES OF ACTION HERETOFORE ARISING OUT
OF, OR CONNECTED WITH OR INCIDENTAL TO THE LOAN AGREEMENT OR ANY LOAN DOCUMENTS.
THIS  GENERAL  RELEASE  IS INTENDED TO BE A FUN AND COMPLETE RELEASE OF ANY SUCH
CLAIMS,  DEMANDS, ACTIONS, CAUSE OR CAUSES OF ACTION CONNECTED IN ANY WAY TO THE
LOAN  AGREEMENT  AND  WHICH  HAVE  HERETOFORE  ARISEN.

RELEASING  PARTIES  EACH ACKNOWLEDGE AND AGREE THAT THEY ARE AWARE THAT THEY MAY
HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION
TO  OR  DIFFERENT  FROM  THOSE  WHICH  THEY  NOW  KNOW  OR  BELIEVE  TO BE TRUE.
NEVERTHELESS,  IT  IS  THE INTENTION OF THE RELEASING PARTIES, AND EACH OF THEM,
THROUGH  THIS  AGREEMENT, TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS
AND  CLAIMS  RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE
EXISTED. IN THIS REGARD, RELEASING PARTIES SPECIFICALLY WAIVE THE BENEFIT OF THE
PROVISIONS  OF  SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH
PROVIDES:  "A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT  KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH  IF  KNOWN  BY  HIM'  MUSTHAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."



Borrower's  Initials                              Guarantor's  Initials


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TELCO  BILLING,  INC.
2/8/01
Page  5

12.  Fee.  In  consideration  of the extension to the forbearance period granted
hereby,  Borrower shall pay to FINOVA  a  fee  of      shall  be  fully  earned
and  due  and  payable  on  the  date  hereof.

13. Representations and Warranties of Borrower and Guarantor.To induce FINOVA to
    ---------------------------------------------------------
execute and deliver this Agreement, each of Borrower and Guarantor represent and
warrant  that:

(a)  The  execution,  delivery and performance by Borrower and Guarantor, as the
case  may  be, of this Agreement, and all documents and instruments delivered in
connection  herewith  and  therewith  have  been  duly  authorized;  and

(b)  Neither  the execution, delivery or performance of this Agreement or any of
the  documents  or instruments delivered in connection herewith or therewith nor
the  consummation  of  the  transactions  contemplated hereby or thereby does or
shall  contravene,  result  in  a  breach  of,  or  violate (i) any provision of
Borrower's  or  Guarantor's  corporate  charter  or  bylaws  or  other governing
documents, (ii) any law or regulation or any order or decree of any court or any
governmental  instrumentality  or  (iii) any indenture, mortgage, deed of trust,
lease agreement or other instrument to which Borrower or Guarantor is a party or
by  which  any  of  their  property  is  bound.

14.  Miscellaneous.
     --------------

(a)  This Agreement, the Forbearance Agreement and the Loan Documents constitute
the  entire  agreement  of the parties hereto with respect to the subject matter
hereof  and supercedes any prior oral or written agreements concerning the same.
Except  as expressly amended hereby, all of the terms of the Loan Agreement, the
Forbearance  Agreement and other Loan Documents remain in full force and effect.

(b)  In  the  event  any  legal  action is commenced to enforce or interpret any
provision  of  this  Agreement,  the  prevailing  party in such legal action, as
determined  by  a  court of competent jurisdiction, shall be entitled to receive
from the other party the prevailing party's reasonable attorneys' fees and court
costs.

(c)  This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed  an original, but all of which, when taken together, shall constitute one
and  the  same  document.

(d) The parties have retained, or have had the opportunity to retain, counsel to
represent them in the transactions contemplated in this Agreement, have read and
understand  this Agreement and, therefore, the principle of construction against
draftsmen  shall  have  no  application in the interpretation of this Agreement.

(e)  GOVERNING  LAW;  WAIVERS.  THIS  AGREEMENT,  INCLUDING  WITHOUT  LIMITATION
     -------------------------
ENFORCEMENT  OF  THE  OBLIGATIONS,  SHALL  BE


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TELCO  BILLING,  INC.
2/8/01
Page  6

INTERPRETED  IN  ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS
RULES)  OF  THE STATE OF CALIFORNIA GOVERNING CONTRACTS TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE. BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY
STATE  OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF LOS ANGELES IN THE STATE OF
CALIFORNIA  OR, AT THE SOLE OPTION OF FINOVA, IN ANY OTHER COURT IN WHICH FINOVA
SHALL  INITIATE  LEGAL  OR  EQUITABLE  PROCEEDINGS  AND WHICH HAS SUBJECT MATTER
JURISDICTION  OVER  THE  MATTER IN CONTROVERSY. BORROWER WAIVES ANY OBJECTION OF
FORUM  NON  CONVENIENS  AND  VENUE.  BORROWER  FURTHER  WAIVES  ANY RIGHT IT MAY
OTHERWISE  HAVE  TO  COLLATERALLY  ATTACK  ANY  JUDGMENT  ENTERED  AGAINST  IT.

(f)     MUTUAL WAIVER OF  RIGHT  TO JURY TRIAL.  FINOVA AND BORROWER EACH HEREBY
        ---------------------------------------
WAIVES  THE  RIGHT  TO  TRIAL  BY  JURY  IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING  OUT  OF,  OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER
PRESENT  OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii)
ANY  CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS,
OFFICERS,  EMPLOYEES,  AGENTS,  ATTORNEYS  OR  ANY OTHER PERSONS AFFILIATED WITH
FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT
OR  TORT  OR  OTHERWISE.

(g)  The  invalidity,  illegality,  or  unenforceability  of any provision in or
obligation  under  this Agreement in any jurisdiction shall not affect or impair
the  validity,  legality,  or  enforceability  of  the  remaining  provisions or
obligations under this Agreement or of such provision or obligation in any other
jurisdiction.

(h)  Each  of  the Borrower and Guarantor agrees to take all further actions and
execute all further documents as FINOVA may from time to time reasonably request
to  carry  out  the  transactions  contemplated  by  this  Agreement.

THEREFORE,  the  parties  have  entered  into  this  Agreement on the date first
written  above.

TELCO  BILLING,  INC.

By

Name:

Title:

FINOVA  CAPITAL  CORPORATION


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TELCO  BILLING,  INC.
2/8/01
Page  7

By:

Name:

Title:


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TELCO  BILLING,  INC.
2/8/01
Page  8

Guarantor's Acknowledgment
--------------------------

The undersigned Guarantor consents and agrees to the terms of this Agreement and
reaffirms  and  restates  in  all  respects  the Continuing Guaranty executed in
connection  with  the  Loan Agreement and agrees that it remains unconditionally
liable  for  the  prompt  payment  and performance of all of the Liabilities (as
defined  in  such  Continuing Guaranty), without defense, claim, counterclaim or
setoff  of  any  nature.

YP.  NET,  INC.

By:

Name:

Title:


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