Exhibit  10.1  Federal  Trade  Commission  Settlement  Agreement

                                        |---------------------------|
                                        | X FILED        LODGED     |
                                        | -            -            |
                                        |   RECEIVED     COPY       |
                                        | -            -            |
                                        |          JUL 30 2001      |
                                        |                           |
                                        |  CLERK US DISTRICT COURT  |
                                        |    DISTRICT OF ARIZONA    |
                                        | BY /s/           DEPUTY   |
                                        |    -------------          |
                                        |---------------------------|

                          UNITED STATES DISTRICT COURT
                      DISTRICT OF ARIZONA, PHOENIX DIVISION

______________________________________
                                      )
Federal  Trade Commission,            )     CV- No. 00-1210 PHX  SMM
                                      )
              Plaintiff,              )     STIPULATED  FINAL  JUDGMENT
                                      )     AND  ORDER  FOR  PERMANENT
         v.                           )     INJUNCTION  AND  OTHER
                                      )     EQUITABLE  RELIEF
                                      )     AS  TO  DEFENDANTS  YP.NET,
YP.Net,  Inc., et al.,                )     TELCO BILLING,  PUBLICATION
                                      )     MANAGEMENT,  WILLIAM
              Defendants.             )     O'NEAL,  AND  GREGORY  CRANE
______________________________________)

     Plaintiff,  Federal  Trade Commission ("FTC" or "Commission"), having filed
its Complaint for permanent injunction and other relief in this matter, pursuant
to  Sections  5(a) and 13(b) of the Federal Trade Commission Act ("FTC Act"), 15
U.S.C.  Sec.Sec.  45(a)  and 53(b), and the parties having agreed to settle this
action without adjudication or admission of any issue of fact or law, therefore,
pursuant  to  stipulation  of  the  parties, it is hereby ORDERED, ADJUDGED, AND
DECREED  as  follows:

                                    FINDINGS
                                    --------

     1.   This  Court has jurisdiction of the subject matter of this case and of
          the  parties  hereto.
     2.   Venue  is proper as to all parties in the District of Arizona under 15
          U.S.C.  Sec.  53(b),  and  28  U.S.C.  Sec.Sec.  1391(b)  and  (c).
     3.   The  alleged  activities  of  Defendants  (as "Defendants" are defined
          below)  are  in  or  affecting commerce, as defined in the FTC Act, 15
          U.S.C.  Sec.  44.


<PAGE>
     4.   The  Complaint states a claim upon which relief may be granted against
          Defendants  under  Sections  5(a)  and  13(b)  of  the  Federal  Trade
          Commission Act, 15 U.S.C. Sec.Sec. 45(a) and 53(b). There have been no
          findings  or  admissions  of  any  wrongdoing  by  the  Defendants.
     5.   The  Commission  and  Defendants,  by  and through their counsel, have
          agreed  that the entry of this Order resolves all matters arising from
          the allegations of the Complaint in this action. This Order supersedes
          all  prior  Orders  in  this  matter.
     6.   Defendants  waive  all  rights  to  seek  judicial review or otherwise
          challenge  or  contest  the  validity  of  this  Order.
     7.   Entry  of  this  Order  is  in  the  public  interest.

                                      ORDER
                                      -----

                                   DEFINITIONS

1.   "DEFENDANTS" means Gregory B. Crane, William D. O'Neal, YP.Net, Inc., Telco
     Billing,  Inc.,  d/b/a  Yellow-Page.Net,  and  Publication Management, Inc.
2.   "DOCUMENT"  is equal in scope and synonymous in meaning to the usage of the
     term  in  Federal  Rule  of  Civil  Procedure 34(a), and includes writings,
     drawings, graphs, charts, photographs, audio and video recordings, computer
     records,  and  any  other  data  compilations from which information can be
     obtained.
3.   "INTERNET"  means a worldwide system of linked computer networks that use a
     common protocol (TCP/IP) to deliver and receive information. The "Internet"
     includes,  but  is  not  limited  to,  the  following  forms  of electronic
     communication:  file  transfers,  electronic  mail,  the  World  Wide  Web,
     newsgroups,  Internet  Relay  Chat,  audio,  and  video.


<PAGE>
4.   "LEC"  OR  "LOCAL  EXCHANGE CARRIER" means the local telephone company from
     which  a  consumer  or  entity  receives  its  telephone  bill.
5.   "SOLICITATION  CHECK"  means  any check that, if deposited or cashed by the
     consumer, signs the consumer up for any Internet-related goods or services,
     sold  by  Defendants.
6.   "WEB  SITE"  is  a  set  of  electronic  documents, usually a home page and
     subordinate  pages,  readily  viewable on computer by anyone with access to
     the  Internet,  standard software, and knowledge of the web site's location
     or  address.
7.   "WEB  PAGE"  is a single electronic file or document displayed on the World
     Wide  Web  that  includes  at least the following elements: copy, graphics,
     layout,  and  internal  technical  design.
8.   "INTERNET-RELATED  SERVICES"  means  any  product  or  service that assists
     persons  to  access,  use, browse, advertise on, communicate through, or do
     business  on  the  Internet, including, but not limited to: design, hosting
     and  maintenance  of  web pages and web sites, providing Internet access or
     e-mail  accounts,  and  establishing domain names and virtual domain names.
9.   "RECEIVER  FEES"  means  fees  and  costs  incurred by the former Temporary
     Receiver,  Lawrence  J.  Warfield,  and  his  representatives,  including
     attorneys  and  consultants.


<PAGE>
                               PROHIBITED CONDUCT
                               ------------------
                                       I.
                      INJUNCTION AGAINST MISREPRESENTATIONS
                      -------------------------------------

     IT IS THEREFORE ORDERED that in connection with the advertising, promotion,
offering  for  sale,  sale  or provision of any goods or service, Defendants are
hereby  permanently  restrained  and  enjoined  from  making or assisting in the
making  of,  expressly  or  by  implication,  orally or in writing, any false or
misleading  statement  or  representation  of  material fact, including, but not
limited  to,  representations  that:
A.       Consumers  can  obtain  a  monetary  rebate  from  Defendants  without
incurring  any  obligations  to  Defendants;  and
B.       Defendants  have  a  prior  or  ongoing  business  relationship  with
consumers.

                                       II.
           INJUNCTION AGAINST USING REBATE CHECKS TO SOLICIT CUSTOMERS
           -----------------------------------------------------------

     IT IS FURTHER ORDERED that Defendants are hereby permanently restrained and
enjoined  from  sending  consumers  any  solicitation  check  that uses the term
"rebate,"  or  any  term that represents that Defendants have a prior or ongoing
relationship  with  consumers,  if  that  is  not  the  case.

                                      III.

                              REQUIRED DISCLOSURES
                              --------------------
     IT  IS  FURTHER ORDERED that in connection with the advertising, promotion,
offering  for  sale,  sale  or provision of any goods or service, Defendants are
permanently  restrained  and  enjoined  from  failing  to  disclose, clearly and
conspicuously:


<PAGE>
A.       On  the  front  of  any solicitation check, or on the front of any stub
attached  to  the  check,  a statement that notifies the payee that the check is
part  of  a  "solicitation"  or that by cashing the check, the payee will become
obligated  to  pay  for  a  good  or  service;
B.       On  the back of the solicitation check, and above the endorsement line,
a  statement  that  notifies the payee of the amount and frequency of the charge
that  Defendants  will  impose  if  the  payee  deposits  or endorses the check;
C.       In connection with any solicitation check that uses a "walking fingers"
logo, the statement in close proximity to the logo, in each place where the logo
appears: "Not affiliated with any local or long distance phone company", or "Not
affiliated  with any phone company".  Provided however, that if Defendants do in
fact become affiliated with any telephone company, in such statement, Defendants
may indicate the specific company affiliation as follows: "Affiliated with [name
of  telephone company], but may not be affiliated with your phone company" ; and
D.       In  a letter or statement attached to or enclosed with the solicitation
check,  all  the  material  terms  associated  with  depositing or endorsing the
solicitation  check,  including:  1)  a  statement that Defendants will impose a
charge  if  the  payee  deposits  or  endorses the check; 2) the amount, billing
method,  and  frequency of the charge; 3) a description of the goods or services
provided  for  the  charge;  and 4) an explanation of how to cancel and obtain a
full  refund  within  one  hundred  twenty  (120)  days of depositing the check,
including  a  customer  service  telephone  number  for  inquiries  and/or
cancellations.


<PAGE>
                                       IV.
                    REQUIRED CONFIRMATIONS AND CANCELLATIONS
                    ----------------------------------------

     IT  IS FURTHER ORDERED that Defendants shall send all consumers who deposit
solicitation  checks  from  Defendants  after  the date of this Order, a written
communication,  sent by mail, confirming their agreement to purchase Defendants'
services.  Defendants  shall  send  this  communication  within eighty (80) days
after  the  date  that  a  consumer  deposited  the  solicitation  check.  The
communication  shall  clearly  and  conspicuously  state: 1) the good or service
purchased;  2) the billing method and price; 3) the procedures for canceling and
obtaining  a  full refund within one hundred twenty (120) days of depositing the
solicitation  check;  and  4)  the name, address, and telephone number that will
appear  on  the  consumer's  Internet  yellow  page  listing.

                                       V.
                                CONSUMER NOTICES
                                ----------------

     IT  IS  FURTHER  ORDERED  that:
A.       YP.Net  shall, within thirty (30) days of the entry of this Order, mail
a  written notice and Refund Application, in the forms appended as Attachments A
and  B  to  this  Order,  to  all  YP.Net's current customers that signed up for
YP.Net's  services  after  April  1,  2000  by cashing a solicitation check sent
before  July  14,  2000.
B.       Consumers shall have forty-five (45) days from the date YP.Net sent the
notice  to  mail  back  a  completed Refund Application, in the form appended as
Attachment  B to this Order.  YP.Net shall provide a pre-addressed envelope with
the  notice  and  Refund  Application.
C.      Within  sixty (60) days of receiving refund requests, YP.Net shall issue
to  each  consumer the $25.00 refund referenced in Attachments A and B, provided
that  the  consumer  has  not  already  received  a  refund.


<PAGE>
D.      Within  fifteen  (15)  days  after  they have mailed the notices, YP.Net
shall  submit  an  affidavit  to  the FTC, which shall, at a minimum, affirm the
following:  1)  the  means  used by Defendants to generate the list of consumers
eligible  to  receive  a  notice; 2) the means used by Defendants to ensure that
consumers'  addresses  are  accurate;  and 3) the number of notices sent and the
dates  on  which  they  were  sent.
E.        Within  thirty (30) days after it has mailed the notices, YP.Net shall
submit  an affidavit to the FTC, which shall affirm the following: 1) the number
of  notices returned by the Post Office as undeliverable; and 2) with respect to
any  such  returned  notices,  the  reasonable  efforts  made by YP.Net, such as
calling  the  telephone  number that was billed or obtaining updated information
through  the  U.S.  Post  Office  or  other  national databases, to obtain valid
addresses  for  those  consumers  and  mail  notices  to  such  addresses.
F.       Within  sixty  (60)  days  of  the issuance of the refunds YP.Net shall
provide a report to the FTC describing the actions taken by YP.Net in compliance
with  this  Section  of  the  Order; the report shall also include a list of the
names  of  consumers  who  received  refunds, their addresses, and the amount of
refunds  they  received,  as  well  as  the  list  of consumers who could not be
contacted  by  mail  or telephone.  This report shall also contain a list of any
customers  whose  refund  request  was  denied,  and  the reason for the denial.


<PAGE>
                              GENERAL REQUIREMENTS
                              --------------------
                                      VI.

                ACKNOWLEDGMENT OF RECEIPT OF ORDER BY DEFENDANTS

     IT  IS FURTHER ORDERED that, within five (5) business days after receipt by
Defendants of this Order as entered by the Court, each Defendant shall submit to
the  Commission a truthful sworn statement, in the form shown on Attachment C to
this  Order,  that  shall  acknowledge  receipt  of  this  Final  Order.

                                      VII.

                      DISTRIBUTION OF ORDER BY DEFENDANTS

     IT  IS  FURTHER ORDERED that, for a period of three (3) years from the date
of  entry  of  this  Order,  each  Defendant  shall:
A.       Provide  a  copy  of  this  Order  to,  and  obtain  a signed and dated
acknowledgment of receipt, or proof of service, from each officer, director, and
each  individual  serving  in  a  management  capacity,  whether  designated  as
employees,  consultants, independent contractors, or otherwise, immediately upon
employing  or  retaining  any  such  persons,  for  any  business  where:
     (1)  A  Defendant  is  the  majority  owner  of the business or directly or
          indirectly  manages  or  controls  the  business,  and  where
     (2)  The  business  uses  solicitation  checks;  and
B.       Maintain  and upon reasonable notice, make available to representatives
of the Commission, the original signed and dated acknowledgments of the receipt,
or  proof  of service, of copies of this Order, as required in Subsection (A) of
this  Paragraph.

                                      VIII.

                            RECORD KEEPING PROVISIONS

     IT  IS  FURTHER ORDERED that, for a period of three (3) years from the date
of  entry  of  this  Order,  Defendants,  in connection with any business where:


<PAGE>
     (1)  A  Defendant  is  the  majority  owner  of the business or directly or
          indirectly  manages  or  controls  the  business,  and  where
     (2)  The  business  uses  solicitation  checks  are  hereby  restrained and
          enjoined  from  failing  to  create,  and from failing to retain for a
          period  of three (3) years following the date of such creation, unless
          otherwise  specified:
A.       Books, records, and accounts that, in reasonable detail, accurately and
fairly  reflect  the cost of goods or services sold, revenues generated, and the
disbursement  of  such  revenues;
B.       Records accurately reflecting:  the name, address, and telephone number
of  each  person  employed  by such business, including independent contractors;
that  person's  job  title or position; the date upon which the person commenced
work;  and the date and reason for the person's termination, if applicable.  The
businesses  subject  to  this  Paragraph  shall  retain  such  records  for  any
terminated  employee  for  a  period  of  two  (2)  years  following the date of
termination;
C.       Records  containing the names, addresses, phone numbers, dollar amounts
paid, quantity of items and services purchased, and description of the items and
services  purchased,  for all consumers to whom such business sold, invoiced, or
shipped  any  goods  and  services;
D.       Records  that  reflect, for every consumer complaint or refund request,
received:
     1.   The  consumer's  name,  street  address,  telephone number, and dollar
          amount  paid  by  the  consumer;
     2.   The complaint or refund request, if any, and the date of the complaint
          or  refund  request;


<PAGE>
     3.   The  basis  of  the  complaint,  if  any,  including  the  name of any
          salesperson  complained  against,  and  the  nature  and result of any
          investigation  conducted  concerning  the  complaint;
     4.   Each  response  by  Defendant  and  the  date  of  the  response;
     5.   Any  final  resolution  and  the  date  of  the  resolution;  and
     6.   In  the  event  of  a  denial  of a refund request, the reason for the
          denial;  and
E.       Copies  of  all  sales  scripts, training materials, advertisements, or
other  marketing materials used by Defendants; provided that copies of all sales
scripts,  training  materials,  advertisements,  or  other  marketing  materials
utilized  shall  be  retained  for  three  (3)  years  after  the  last  date of
dissemination  of  any  such  materials.

                                       IX.

                       COMPLIANCE REPORTING BY DEFENDANTS

     IT IS FURTHER ORDERED that, in order that compliance with the provisions of
this  Order  may  be  monitored:
A.       For  a  period of three (3) years from the date of entry of this Order,
each  Defendant  shall  notify  the  Commission  of  the  following:
     1.   Any  changes  in  Defendant's business address, mailing addresses, and
          telephone numbers, within twenty (20) days of the date of such change;
     2.   Any  changes  in  the employment status (including self-employment) of
          any  individual  Defendant,  within ten (10) days of such change. Such
          notice  shall  include  the name and address of each business that the
          individual  Defendant  is employed by, or operates, a statement of the
          nature  of the business, and a statement of the individual Defendant's
          duties  and  responsibilities  in  connection  with  the  business  or
          employment;


<PAGE>
     3.   Any  change  in  the  structure  of  each Defendant, such as creation,
          incorporation,  dissolution,  assignment, sale, merger, dissolution of
          subsidiaries,  filing  of  a  bankruptcy  petition,  or  change in the
          corporate  name  or  address,  or  any  other  change  that may affect
          compliance  obligations  arising out of this Order, within thirty (30)
          days  of  the  effective  date  of  any  change;
B.       Within  one  hundred  eighty (180) days after the date of entry of this
Order,  each Defendant shall provide a written report to the FTC, sworn to under
penalty  of perjury, setting forth in detail the manner and form in which it has
complied  and  is complying with this Order.  This report shall include, but not
be  limited  to:
     1.   Each  individual  Defendant's  then  current  employment  and business
          address,  mailing  addresses,  and  telephone  numbers; the individual
          Defendant's  title  and  responsibilities  for  each  such employer or
          business;
     2.   Each  corporate  Defendant's  then  current  business  addresses  and
          telephone  numbers,  a  description of the business activities of each
          such  employer  or  business, including a description of its marketing
          methods  and  goods  and services sold, and a list of the names of all
          current  officers  and  managers;


<PAGE>
     3.   A  copy  of  each  acknowledgment of receipt of this Order obtained by
          each  Defendant  pursuant  to  Section  VII  of  this  Order;
     4.   A statement describing the manner in which each Defendant has complied
          and  is  complying  with  this  Order;
C.       Upon  written reasonable request by a representative of the Commission,
each  Defendant  shall  submit  additional  written  reports  (under  oath,  if
requested) and produce documents on fifteen (15) days notice with respect to any
conduct  subject  to  this  Order;
D.       For  the purposes of this Order, each Defendant shall, unless otherwise
directed  by  the  Commission's  authorized  representatives,  mail  all written
notifications  to  the  Commission  to:

          Associate  Director
          Division  of  Marketing  Practices
          Federal  Trade  Commission,  Room  238
          600  Pennsylvania  Avenue,  N.W.
          Washington,  D.C.  20580
          Re: FTC  v.  YP.Net,  Inc.,  et  al.,  CV-  No.  00-1210  PHX  SMM
              --------------------------------

E.       For  purposes  of  the compliance reporting required by this Paragraph,
the  Commission  is authorized to communicate directly with Defendants unless or
until  a  Defendant  informs the Commission that the Defendant is represented by
counsel  and  would  prefer  that  the  Commission communicate directly with the
Defendant's  counsel.


<PAGE>
                                       X.

                  COMMISSION'S AUTHORITY TO MONITOR COMPLIANCE

     IT  IS  FURTHER  ORDERED  that  the  Commission  is  authorized  to monitor
Defendants'  compliance  with this Order by all lawful means, including, but not
limited  to,  the  following:
A.       For  a  period of three (3) years from the date of entry of this Order,
the  Commission  is  authorized,  without  further  leave  of  court,  to obtain
discovery  from  any  person  in the manner provided by Chapter V of the Federal
Rules  of  Civil  Procedure,  Fed. R. Civ. P. 26-37, and the Local Rules of this
Court,  including  the use of compulsory process pursuant to Fed. R. Civ. P. 45,
for  the purpose of monitoring Defendants' compliance with any provision of this
Order;
B.     The  Commission  is authorized to use representatives posing as consumers
or  suppliers  to Defendants, Defendants' employees, or any other entity managed
or  controlled  in  whole  or  in  part  by Defendants, without the necessity of
identification  or  prior  notice,  as  allowed  by  federal  law;  and
C.     Nothing  in  this  Order  shall  limit  the  Commission's  lawful  use of
compulsory  process,  pursuant  to  Sections  9 and 20 of the FTC Act, 15 U.S.C.
Sec.Sec.  49  and  57b-1,  to  determine  whether  Defendants  have violated any
provision  of  this  Order  or  Section  5  of  the  FTC Act, 15 U.S.C. Sec. 45.


<PAGE>
                                       XI.

                          ACCESS TO BUSINESS PREMISES

     IT  IS  FURTHER ORDERED that, for a period of three (3) years from the date
of  entry  of this Order, for the purpose of further determining compliance with
this  Order,  Defendants  shall permit representatives of the Commission, within
four  (4)  business  days  of  receipt  of  written  notice from the Commission:
A.     Access  during  normal  business hours to any office, or facility storing
documents,  of  any  business  where:
     (1)  A  Defendant  is  the  majority  owner  of the business or directly or
          indirectly  manages  or  controls  the  business,  and  where
     (2)  The  business  uses  solicitation  checks.  In  providing such access,
          Defendants  shall  permit representatives of the Commission to inspect
          and  copy  all unprivileged documents relevant to any matter contained
          in  this  Order; and shall permit Commission representatives to remove
          such  documents  relevant  to any matter contained in this Order for a
          period  not  to exceed two (2) business days so that the documents may
          be  inspected,  inventoried,  and  copied;  and
B.       To  interview the owners, officers, directors, and employees, including
all  personnel  involved  in responding to consumer complaints or inquiries, and
all  sales  personnel, whether designated as employees, consultants, independent
contractors  or  otherwise,  of  any  business  to  which Subsection (A) of this
Paragraph  applies,  concerning matters relating to compliance with the terms of
this  Order.  The  person  interviewed may have counsel present, and counsel for
Defendants  may  be  present  as  well.


<PAGE>
                                      XII.

                  COMPENSATION OF RECEIVER; RETURN OF DOCUMENTS
                  ---------------------------------------------

     IT  IS  FURTHER  ORDERED  that:
A.       All  Receiver  fees,  allowed  by the Court, shall be paid by Defendant
YP.Net.
B.      The  Receiver  shall  return  to  Defendants  all documents removed from
Defendants'  premises,  and  any  copies  thereof.

                                      XIII.

                               EXONERATION OF BOND
                               -------------------

     IT  IS  FURTHER ORDERED that the bond posted by Defendant Crane pursuant to
the  Preliminary  Injunction  is  hereby  exonerated.

                                      XIV.

                                      COSTS
                                      -----

      IT  IS  FURTHER  ORDERED  that  each  party  shall  bear its own costs and
attorneys'  fees  incurred  in  connection  with  this  action.

                                       XV.

                            RETENTION OF JURISDICTION
                          ---------------------------


<PAGE>
     IT  IS  FURTHER  ORDERED  that this Court shall retain jurisdiction of this
matter for the purpose of enabling the parties to apply to the Court at any time
for  such  further  orders and directives as may be necessary or appropriate for
the  interpretation  or  modification  of  this  Order,  for  the enforcement of
compliance  therewith,  or  for  the  punishment  of  violations  thereof.

                                      XVI.

                              COMPLETE SETTLEMENT
                              --------------------

     The  parties  hereby  consent  to  entry of the foregoing Order which shall
constitute  a  final  judgment  and  order  in this matter.  The parties further
stipulate  and  agree  that  the entry of the foregoing Order shall constitute a
full,  complete  and  final  settlement  of  this action.   Defendants waive any
rights they may have under the Equal Access to Justice Act, 28 U.S.C. Sec. 2412.

SO  ORDERED,  this  26th  day  of  July,  2001,  at  10:40 A.M., Phoenix, AZ.

Stephen McNaee
----------------------------
United  States  District  Judge

FOR  DEFENDANTS                            FOR  THE  COMMISSION


/s/ Angelo Tullo                           /s/ Tracey  L.  Brown
----------------------------               ------------------------------
Angelo Tullo                               Tracey  L.  Brown
Chairman  of  the  Board                   Michael  P.  Mora
for  Defendant  YP.Net, Inc                Attorneys  for  the  Plaintiff
Federal  Trade  Commission


<PAGE>
/s/ Randy  Papetti
----------------------------
George  L.  Paul
Randy  Papetti
Counsel  for  Defendant  YP.Net


/s/ Daniel  Madero
----------------------------
Daniel  Madero
Director  of  Operations
for  Defendant  Telco  Billing,  Inc.


/s/ George  L.  Paul
----------------------------
George  L.  Paul
Randy  Papetti
Counsel  for  Defendant  Telco  Billing,  Inc.


/s/ Allen  B.  Bickart
----------------------------
Allen  B.  Bickart
for  Defendant  Publication  Management,  Inc.


/s/ William  D.  O'Neal
----------------------------
Defendant  William  D.  O'Neal


/s/ Tyrell  Taber
----------------------------
Tyrell  Taber
Counsel  for  William  D.  O'Neal


/s/ Gregory  B.  Crane
----------------------------
Defendant  Gregory  B.  Crane


/s/ Burton  M.  Bentley
----------------------------
Burton  M.  Bentley
Counsel  for  Gregory  B.  Crane


<PAGE>
                                  ATTACHMENT A

                         YELLOW-PAGE.NET CUSTOMER NOTICE


Re:     Billing  for  Yellow-Page.Net  Internet  yellow  page  services.

Date:

Dear  Advertiser:

     As  a  Yellow-Page.Net  customer,  you  are currently being billed $12.50 a
month  by Yellow-Page.Net for your Internet yellow page preferred listing either
on  your  telephone  bill or by direct invoice.  Concerns have been raised about
whether  customers  intended to sign up for our services or were signed up by an
unauthorized  representative  of  your  company.  We  are, therefore, writing to
ensure that you (or a representative of your company or organization) previously
authorized  charges  for  our  services.

     According  to  our records, we mailed you a promotional Instant Cash Rebate
Sign  Up  Check.  When  the  check  was  deposited,  we  began to bill you.  If,
however, your company or organization did not knowingly authorize these charges,
you  may  be eligible for a $25.00 refund.  If you would like to submit a refund
request,  please  complete the Refund Application and Declaration.  Submitting a
Refund Application and Declaration will cancel your Yellow-Page.Net listing, and
prevent  future  charges  from  appearing  on  your  telephone  bill.

     We  apologize  for  this notice, but want to ensure that you are one of our
satisfied  customers.  If you have any questions about this notice or would like
to  discuss  our  many  services,  please  call  our  Customer Service Center at
1-800-300-3209  or  visit  our  Web  site  at  www.YP.Net.
                                               -----------

     Thanks.


____________________
Yellow-Page.Net
4840  East  Jasmine  Street
Mesa,  Arizona  85205


<PAGE>
                                  ATTACHMENT B

                   CUSTOMER REFUND APPLICATION AND DECLARATION

     In  order  to  obtain  any  refund  for  Yellow-Page.Net's  services please
complete  the  declaration  below:

I,________________________,  hereby  state  and  affirm  as  follows:
     [Name]

1.   My  name  is  (please  print).  I hold the title of_________________ at the
     company  or  organization  of  _____________,  which  has  been charged for
     Yellow-Page.Net  services.

2.   The  charges  to  date  total  $__________.

3.   The  charges  date  from________  to  _______.

4.   The  charges  appeared  on  bills  for  phone  number:(  )_____-______.

5.   My  company  or  organization  has  not  been  issued  a  refund  from
Yellow-Page.Net,  or  its  telephone  company.

6.   My  company  or  organization  would like to terminate any relationship
with  Yellow-Page.Net,  stop  any future billing, and obtain a refund of $25.00.

7.   The individual  at  my  company or organization  who cashed the promotional
Instant Cash Rebate - Sign Up Check from Yellow-Page.Net did not know that doing
so  signed  the company up for Yellow-Page.Net's services or was unauthorized to
act  on  behalf  of  my  company  or  organization.

     I declare under penalty of perjury under the laws of the United States that
the  foregoing  is  true  and  correct.

____________________________       DATED  this  ___ day  of  ____________, 2001.
  [Signature]


Address:____________________          Contact  Phone  No.:  (   )____-______
        ____________________          Contact  Fax  No.:    (   )____-______
        ____________________          Contact  E-mail:       _______________


<PAGE>
                                  ATTACHMENT C

                          UNITED STATES DISTRICT COURT
                      DISTRICT OF ARIZONA, PHOENIX DIVISION
______________________________________
                                      )
Federal  Trade  Commission,           )      CV-  No.  00-1210  PHX  SMM
                                      )
                Plaintiff,            )     DECLARATION  OF
                                      )     DEFENDANT
      v.                              )
                                      )
                                      )
YP.Net,  Inc.,  et  al.,              )
                                      )
                Defendants.           )
______________________________________)


I,_______________,  hereby  state  and  affirm  as  follows:
     [Name]

1.     My  name  is______________, and I am a defendant in  FTC v. YP.Net, Inc.,
et al., which has  been  filed  in  the  District  of  Arizona.
2.     On ____________ , I received a copy of the Order, which was signed by the
Honorable ______________________ and entered by the Court on _____________ 2001.
A true and correct copy of the Order I received is appended to this Declaration.
     I declare under penalty of perjury under the laws of the United States that
the  foregoing  is  true  and  correct.


                                       _________________________
                                       Signature


<PAGE>