I411.COM
                        CO-BRANDED SYNDICATION AGREEMENT

THIS  CO-BRANDED  SYNDICATION AGREEMENT ("Agreement") is entered into as of this
1st  day  of November, 2000 ("Effective Date"), by and between Intelligenx, Inc.
d/b/a  i411 Lcom, a Delaware corporation with its principal place of business is
located  at 14320-D Sullyfield Circle, Chantilly, Virginia 20151     and YP.Net,
Inc.,  a Nevada corporation with its principal place of business located at 4840
East  Jasmine  Street, Suite 105, Mesa, Arizona 85205 ("YP.Ne ') (each a 'Tqqy",
and  collectively,  the  "Parties"  to  this  Agreement).

YP.NET SITES:     CO-BRANDED  SITE:       I411 BRAND:  POWERED BY i411 Lcorn
www.yp.net        www.i4l Lcom/ypnet      YP.NET BRAND:  yp.net and formatives

WHEREAS,  i4ll  has  rights  to a database of directory business listings and to
proprietary  Internet  infiustructure  technology  that  allows i4l I to provide
affiliated  Web  sites  with customized directory content and fimctionality that
allows  full  text and categorized searching of online data consisting of yellow
page  business  listings  that  are  organized  into  geographic and product and
service categories ('1411 Direc"), and YP.Net wishes to receive a license to use
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and  distribute  a  co-branded  i4l 1 Directory in connection with its business.

NOW,  THEREFORE,  in consideration of the terms and conditions set forth herein,
i4ll  and  YP.Net  agree  as  follows  intending  to  be  legally  bound:

SECTION  1.  CO-BRANDED  DIRECTORY LICENSEDuring the Term (as defined in Section
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20)  and subject to the provisions of this Agreement, i4ll hereby agrees to make
available  from the Co-Branded Site (as identified in the table above) to YP.Net
and its authorized end users (the "End Users") of the YP.Net Site (as identified
in  the  table above) the co-branded i4ll directory as described in Schedule One
hereto  (the "Co-Branded Directo"). Ile CoBranded Directory shall consist of all
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the  business listings in the i4ll Directory and any updates thereto made during
the  Term.  The  Co-Branded  Directory  shall be hosted and served by All or its
subcontractors.  For  that purpose, subject to the provisions of this Agreement,
i4l  I  hereby  grants  to  YP.Net  a  non-exclusive, non-transferable right and
license  during  the  Tenn  to permit End Users to access and use the Co-Branded
Directory  as  it  is available from the Co-Branded Site only and solely for the
personal or internal business use of the End User and not for purposes of resale
or,  leasing, re-compilation, re-distribution, re-syndication, re-traiismission,
time-sharing  or  use  for the benefit of any third-party, except as provided in
this  agreement.

SECTION 2. CO-BRANDED SITE LICENSE.During the Term and subject to the provisions
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of  this  Agreement,  i4ll  hereby  agrees  to provide the functional Co-Branded
Directory  as  more  fully  described  in  Schedule  One  hereto. The Co-Branded
Directory shall depict the i4ll Brand (as identified in the table above) and the
YP.Net  Brand  (as  identified  in  the  table above), as well as other symbols,
identifiers  and  "look  and  feet"  as reasonably agreed to by the Parties. The
Co-Branded  Site  shall  be  accessed  by End Users from the YP.Net Site or such
other  sites  controlled by YP.Net and from which redirection to the YP.Net site
may  be  accomplished  under  applicable  laws,  through  one  or more clickable
hypertext links positioned throughout the pages of the YP.Net Site. Such link(s)
shall  point  to  the  Co-Branded  Directory  (unencumbered  by fi-ames or other
formatting  added  by  a  third-party  not  affiliated with YP.Net), which shall
appear  as  a  result  of activating the links. For that purpose, subject to the
provisions  of  this  Agreement,  Al  I  hereby  grants  YP.Net a non-exclusive,
non-transferable right and license during the Term to link to, cache and display
the Co-Branded Site, solely for the personal or internal business use of the End
User  and  not  for  purposes  of  resale  or  leasing,  re-compilation,  ,
re-distribution,  re-syndication,  re-wansmission,  time-sharing  or use for the
benefit  of  any  third-party except as provided in this agreementYP.Net agrees
that  it  shall  not,  knowingly  or  intentionally,  establish  or  permit  the
establishment of any pointers or links between the Co-Branded Site (or any other
web  site)  and  the  i4l  I web site located at www.i4l Lcom. without the prior
written  approval  of  i4ll unless otherwise permitted in this Agreement, except
for  redirecting  a  user  from  different  URL  addresses

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controlled by YP.Net to www.yp.net and links from other web sites to www.yp.net.
It  is  the  responsibility  of  YP.Net  to ensure that all known redirecting of
users/traffic  and any framing/linking to the sites involved herein is done in a
manner  that  complies  with  applicable  laws.

SECTION 3. SUBMISSION MODULELICENSE. The Co-Branded Site shall include an online
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submission  module (with "look and feel" as reasonably agreed to by the Parties)
accessible  from  the Co-Branded Site whereby YP.Net (and its authorized agents)
and  businesses whose information is accessible through the Co-Branded Directory
(die "Listed Businesses")may validate available data and/or order Search Visible
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Storefronts  Tm  and  changes,  upgrades,  enhancements, additional branding and
other  customization  for  their  listings  (the  "SubmissionModule").  For that
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purpose, subject to the provisions of this Agreement, i4l I hereby grants YP.Net
(and  its  authorized agents) a nonexclusive, non-transferable right and license
during  the  Term  to  access  and  utilize,  and permit End Users to access and
utilize,  the  Submission Module through the Co-Branded Site or such other sites
as  described  herein, only and solely for the personal or internal business use
of  YP.Net  (and  its authorized agents) or the End User and not for purposes of
resale  or  leasing,  re-compilation,  re-distribution,  re-syndication,
re-transmission,  time-sharing or use for the benefit of any third-party. YP.Net
agrees  that  it shall not~ knowingly or intentionally, use or permit the use of
the  Submission  Module  for  any  other  purpose.  i411 shall maintain commerce
responsibilities  and  accounting  for  all  transactions  conducted through the
Submission  Module.

SECTION 4. I411 MEMBERSHIP MEDALLION PRODUCT LICENSE.During the Term and subject
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to  the  provisions  of  this Agreement, i4lI hereby agrees to make available to
YP.Net,  as  part  of  the Submission Module, a means of identifying membership,
functionality  that allows Listing Businesses to add prominence to their listing
by  placing  a  unique  marking or symbol next to their listing which identifies
their  membership in a specific community of interest ("Membership Medallions").
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Al  I  will  develop  the  Membership  Medallions  based on parameters agreed to
between  i4l  1 and YP.Net. YP.Net and i4l I shall jointly own all rights in and
to  the  Membership  Medallions.

SECTION  5. TRADEMARK LICENSE. Subject to the provisions of this Agreement, i4ll
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grants  to YP.Net the nonexclusive, right and license during the Term to use and
display  the  i4ll Brand and other trademarks of i411 identified in Schedule Two
hereto  (the i4l I Brand and such other trademarks collectively referenced to as
the  "i4l  1  Trademarks")for  the  sole purpose of implementing the YP.Net Site
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branding  contemplated  by  this Agreement, and undertaking jointly with i411 or
otherwise  as  authorized  in  writing by i4ll efforts to promote and market the
relationship  created  by this Agreement, the Co-Branded Site and the Co-Branded
Directory and the products and services of i4l 1. Notwithstanding the foregoing,
uses  of the i4l I Trademarks by YP.Net are subject to the prior approval of i4l
1, which shall not be unreasonably withheld or delayed. YP.Net agrees that i4l I
owns  all  rights to the Al 1 Trademarks and that all use thereof by YP.Net will
inure to the benefit of i4l 1. YP.Net will not challenge i4l I's rights to the A
11  Trademarks  or  cause  or  direct  any  third  party  to  do  so.

SECTION  6.  RESTRICTIONS. The licenses granted by i4l I under this Agreement do
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not include the right to sublicense. YP.Net agrees that it may not, knowingly or
intentionally,  modify  or  create derivative works from the i411 Directory, the
Co-Branded  Site,  the  Co-Branded  Directory,  the  Submission  Module  or  the
Membership  Medallions  without  the prior written consent of i4ll. Specifically
excluded  from  the  licenses  granted  by i411 under this Agreement is, without
limitation, any use or operation of the i4II Directory, the Co-Branded Directory
or  the Membership Medallions (i) on or through any Internet site other than the
YP.Net  Site;  and (ii) for use in connection with products configured to be, or
World  Wide  Web  pages  specifically  designed for, wireless, WAP, Palm, mobile
computing,  or  satellite delivery services or applications. As new technologies
from  the  World  Wide  Web  arise within the Internet and wireless environment,
YP.Net  may  request  permission  from  i4II  prior  to  applying  the CoBranded
Directory  to  new  uses.  i4l  1,  upon evaluation of the proposed opportunity,
reserves the right to negotiate with YP.Net the terms and conditions of any such
additional  licenses.

SECTION  7.  END USER AND LISTED BUSINESSES TERMS AND CONDITIONS. The Co-Branded
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Site  and  the  Co-Branded  Directory  shall  be  available to End Users and the
Submission  Module  and  Membership Medallions shall be available to YP.Net, End
Users  and  the  Listed Businesses subject to reasonable terms and conditions of
usage  established  by i4ll and YP.Net agrees that i4ll may require that YP.Net,
End  Users  and Listed Businesses accept such terms on an electronic "clickwrap"
basis  (that  is,  by means of terms and conditions presented on an online basis

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and  which  get accepted by the user electronically). YP.Net agrees to post such
terms  and  conditions  of usage in the YP.Net Site and to establish a clickable
link  to  the terms and conditions in near proximity to the Co-Branded Directory
link on the YP.Net Site. YP.Net may impose other reasonable terms and conditions
applicable  to  use  of  the  Co-Branded  Site,  Submission Module or Membership
Medallions  in  YP.Net's  reasonable  discretion.

SECTION 8. YP.NET PARTICIPATION AND LICENSES.YP.Net shall be responsible for (i)
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hardware  and  software required to link the YP.Net Site to the Co-Branded Site,
(ii)  all  aspects  of  the  YP.Net  Site,  and  (iii)  exercise  its reasonable
commercial  efforts  to meet the milestones applicable to YP.Net as described in
Schedule  One hereof YP.Net shall provide i4ll or its agents in a timely manner,
when  reasonably  requested, artwork for the rendition of the YP.Net Brand which
YP.Net  desires be used on the Co-Branded Site and the Membership Medallions (if
a  pre-existing  marking  is used), as well as other YP.Net content and markings
necessary  for  the  Co-Branded Site (collectively, the "YP.Net Contenf').YP.Net
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also agrees to provide to i4II in a timely manner, any other information, input,
feedback,  and  recommendations  reasonably  requested  by  i4ll  or  its agents
regarding  the  YP.Net-specific  elements  of  the  Co-Branded Directory. To the
extent  use  of  any  YP.Net Content, the Membership Medallions or any component
thereof  requires  a  license  from any third-party, YP.Net agrees to obtain the
necessary  rights and licenses in order to permit the activities contemplated by
this  Agreement.  Subject  to  the  provisions  of this Agreement, YP.Net hereby
grants Al I a non-exclusive right and license during the Term to use, reproduce,
distribute,  transmit,  display  and make derivative works based upon any YP.Net
content  and  any logos, names, markings and other symbols provided by YP.Net to
i4l 1 solely for purposes of Al I (directly or through its agents and suppliers)
(a)  meeting  its  obligations  under  this  Agreement,  (b)  displaying  and
distributing  the  Co-Branded  Site,  the  Co-Branded  Directory, the Submission
Module  and  the  Membership  Medallions,  and  (c)  performing  marketing  and
promotional  activities agreed to by Y?.Net. In addition, subject to approval by
Y-P.Net,  i4l  I  shall  have the right to display, on print or electric format,
screen  shots  or  the  live  Co-Branded  Site, the Co-Branded Directory, or the
Submission Module, for purposes of promotion and marketing of i4l I products and
services.

Subject  to  the  provisions  of  this  Agreement,  YP.Net  grants  to i4l I the
non-exclusive,  non-transferable  right  and  license during the Term to use and
display  the  YP.Net Brand and other trademarks of YP.Net identified in Schedule
Two  hereto  (the YP.Net Brand and such other trademarks collectively referenced
to as the "YP.Net Trademarks")for the sole purpose of implementing the i411 Site
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branding  contemplated by this Agreement, and undertaking jointly with YP.Net or
otherwise  as  authorized in writing by YP.Net efforts to promote and market the
relationship  created  by this Agreement, the Co-Branded Site and the Co-Branded
Directory  and  the  products  and  services  of  Y?.Net.  Notwithstanding  the
foregoing,  uses  of  the  YP.Net  Trademarks  by  i4ll  are subject tothe prior
approval  of  YP.Net, which shall not be unreasonably withheld or delayed. i4l 1
agrees  that  YP.Net  owns  all rights to the Y?.Net Trademarks and that all use
thereof  by  i4l I will inure to the benefit of YP.Net. i4l I will not challenge
YP.Net's  rights  to the YP.Net Trademarks or cause or direct any third party to
do  so.

SECTION  9.  PREFERRED  POSITION PLACEMENT.  During the  Term and subject to the
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provisions of this Agreement, i411 hereby agrees to make available to YP.Net, as
part  of the Submission Module, a means of providing preferential identification
of  YP.Net's  affiliated enhanced business listings. Each of the YP.Net enhanced
listings  (each  a "Preferred Business")are to be converted into a YP.Net Search
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Visible  StorefrontT11  pursuant  to  the terms set forth m" Schedule One hereto
shall  be given preferred position placement in the Co-Branded Directory as well
as all other directories in the i411 directory syndicate network. For any set of
search  results  in  the  Co-Branded  Directory  and  any  directory in the i4lI
directory  syndicate  network, Preferred Businesses shall always be listed first
(in  alphabetical  order  among  Preferred  Businesses), before any other Listed
Businesses ("Preferred Position Placemene').Any listed business that purchases a
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Search  Visible  StorefrontT11  through  the Submission Module shall be deemed a
Preferred  Business  and  shall be given Preferred Position Placement. All shall
make  good  faith,  reasonable commercial efforts to frequently update and index
the  list  of  Preferred  Businesses.

SECTION  10.  IMPLEMENTATION, DELIVERY  AND ACCEPTANCE The implementation of the
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Co-Branded Site shall be in accordance with the Schedule of Project Deliverables
contained  in  Schedule  One  hereof,  as  it  may  be amended by the Parties in
writing. i4ll shall exercise its reasonable commercial efforts to make available
the  Co-Branded Site, the Co-Branded Directory and all other deliverables by the
dates  indicated  in  Schedule  One  hereto.  This deadline is subject to YP.Net
providing  all  necessary  YP.Net  Content  and  meeting  its  participation
requirements  as  described  in  Section 8 above in a timely manner. i4l I shall
notify  YP.Net  of  the  availability  of  the  Co-Branded  Directory  and

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shall  demonstrate  to  YP.Net  at  a  mutually  agreed  to  time  and place the
functionality  of  the  Co-Branded  Directory. Thereafter, YP.Net shall have the
right  for a period of five days after first availability of the Co-Branded Site
and the Co-Branded Directory to test the functionality and operation thereof and
to  advise  i4l 1 in writing of any apparent errors. i4ll agrees to exercise its
best  efforts  to  correct  any  errors  in the functionality and operation. The
CoBranded  Directory  will  be  deemed accepted by YP.Net on the sixth day after
first  availability and notification to YP.Net from i4l I of the Co-Branded Site
and  the  Co-Branded Directory, provided no errors are reported to i4l 1, or all
errors  reported  have  been  corrected  to  the  satisfaction  of  YP.Net.

SECTION 11. CHANGES AND UPDATES.During the Term, i4l I shall not make changes to
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the  YP.Net-specific  elements  of  the  Co-Branded  Directory except upon prior
consultation  with  and  approval  of  YP.Net.  During  the  Term, the CoBranded
Directory  shall  be  updated  on  a periodic basis by i4l I as Al I adds to its
general  database  new  or changed directory listings, which are relevant to the
Co-Branded  Site.  i4ll  shall  from time to time make improvements, as it deems
necessary, to the functionality. As i411 develops new products and tunctionality
for the wired Web, these newly developed features will be deployed for YP.Net at
no  cost  or  set-up  fee.  This  preceding  sentence  applies  for features and
functionality  that  are developed by Al I and made available for commercial use
pursuant  to  its planned product development efforts. The Parties may agree, by
addendum  to  this  Agreement,  upon additional terrns and conditions upon which
additional  services  or  functionality  may  be  provided  by  i4l  1.

During the Term, i4l I may monitor the information residing on or transmitted to
the  i411  Directory. i4l I reserves the right, upon providing written notice to
YP.Net,  to  temporarily,  or permanently, modify, reject, alter, discontinue or
delete any information residing on or transmitted to the i4l I Directory through
any online submission module the Parties agree and believe to be unacceptable or
in  violation  of  (i)  any  applicable  laws, regulations or other governmental
requests  or (ii) the Terms and Conditions set forth in the Legal Notices of the
i4l  I  website.

SECTION 12. COLLECTION AND USEOF DATA. Al I shall collect data regarding traffic
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and  usage relating to the CoBranded Site and Co-Branded Directory ("Usage Da').
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Usage Data and all intellectual property rights relating thereto shall belong to
i4l  1. i411 shall share periodically Usage Data with YP.Net, solely for use for
the  internal  business purposes of YP.Net and not for re-sale. Usage Data shall
not  include  any  data  collected by YP.Net relating to End Users of the YP.Net
Site, the property rights of which shall belong to YP.Net. YP.Net and Al I shall
consult with each other to develop and post appropriate privacy polices relating
to  the  use  of  Usage  Data.

Section 13. MARKETING AND BRANDING OPPORTUNITIES.The Parties shall exercise good
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faith  and  reasonable  efforts  to undertake joint and individual marketing and
branding  efforts  relating  to  the  Co-Branded  Directory  and  the  Parties'
respective product and services as described in Schedule One hereto and as other
further  agreed  to  by  the  Parties  from  time  to  time.

SECTION  14. CUSTOMIZED SIGNATUREBAR. i4ll shall develop and deploy a customized
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signature  bar  for  use  in  YP.Net's e-mail system, as more fully described in
Schedule  One  hereto.  The  HTML-based product will present a search bar on any
e-mail  sent  from  YP.Net,  which  when  used will open a browser window to the
Co-Branded  Directory  and  launch  a  search  based  on  the  word(s)  entered.

SECTION  15.  TRACKING MECHANISM.As more fully described in Schedule One hereto,
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i411 shall provide YP.Net with a tracking mechanism that enables YP.Net to track
the  users  that log in to the Submission Module and make changes, including the
date that the changes are made, and the nature of the change (edit, add, delete)
(the "TrackingMechanism"). The Tracking Mechanism shall also include the ability
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to  sort  by  date  and  type  of  change.

SECTION  16.  FEES  AND  REVENUE SHARIN. YP.Net shall pay to i411 the set-up and
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licensing  fees set forth on Schedule One hereto. i411 and YP.Net shall share in
advertising  revenues on the Co-Branded Site as more fully described in Schedule
Three hereof For shared advertising revenues collected by YP.Net through a local
exchange  carrier  ("LEC"),the  Parties  shall  share evenly in the net receipts
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after  deduction  of  a  45%  LEC  fee.  For  advertising  revenues that are not
collected  through  LEC  billing,  the  Parties  shall share evenly in the gross
receipts.  Shared  advertising  revenues  shall  include  Search  Visible
StorefrontSTM,  Membership Medallions, coupons and banner advertisements (all as
described  more fully in Schedule Three hereto). Revenue sharing shall expressly
not  apply  to  GIF graphics or Bronze Search Visible StorefrontSTM, the pricing
for  which  is  described  in  Schedule  Three  hereto.

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There  shall  be  no revenue sharing between the Parties for advertising sold by
third  parties  or  submitted  from  third  party  websites.

During  each  year  of the Term, if the number of search queries executed in the
Co-Branded  Directory  exceeds  1,000,000,  then  YP.Net  shall  pay to i4l I an
overage  fee  in the amount set forth on Schedule Four for such excess number of
queries.  If  incurred, i4l I shall provide written notice to YP.Net in the form
of  an  invoice  for  the  amount  due,  which  shall be accompanied by a report
containing such information which is reasonably necessary for the computation of
the  associated  overage fee. Such overage fee shall be paid by YP.Net within 15
days  of  notification  by  i4l  1, unless such fee is disputed in good faith by
YP.Net.  For  purposes of this Section 16, a "search query" shall consist of any
single  request  for  information  transmitted  to  i4l  I servers, software and
network  equipment,  whether  such request be for category selections or keyword
inputs.

SECTION  17.  PAYMENT  OF  FEES.Allfees and shared revenues under this Agreement
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shall  be paid by either Party by check or direct deposit into the other Party's
account.  In  the  case  of  the  monthly  license fee described in Schedule One
hereto,  YP.Net  shall pay to i4l I the first month's license fee on the date of
live  deployment  of  the  Co-Branded  Directory,  with  all  subsequent monthly
payments during the Term due on each monthly anniversary of such live deployment
date.  In  the  case  of shared revenues described in Schedule Three hereto, the
collecting  Party  shall pay the other Parry on the 15 th of the month following
receipt of the revenues by the collecting Party. In the case of shared revenues,
the  Parties  agree that accompanying each payment due hereunder it will deliver
to  the  other  Party  a  report containing such information which is reasonably
necessary  for  the  computation  of  the  associated  payment. The Parties will
maintain accurate and complete records concerning the computation and payment of
any  amount  due  the other Party for a period of one year from the date of each
payment.

All payments due to either Party hereunder shall be paid to either Party in U.S.
Dollars.  If  either  Party fails to pay a fee due and owing in a timely manner,
such  Party  agrees to pay late charges on any amounts outstanding for more than
30  days, at the rate of the lesser of one and one-half percent (1.5%) per month
or  the  maximum  permitted  by  law.  Balances  remaining more than ninety (90)
calendar  days  past due shall give rise to a material breach of this Agreement.
Each  Party  agrees  to  pay reasonable costs of collection that the other Party
incurs  in  collecting from the other any amounts past due under this Agreement.

SECTION  18.  SYNDICATION REFERRALS.i4l I shall pay to YP.Net a referral fee for
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any  syndications  sold  by i4l I to third-party customers introduced to i4ll by
YP.Net. Such syndications may consist of a co-branded arrangement between YP.Net
and  the  third-party  customer  (powered  by  i4l  1), a co-branded arrangement
between  i4lI  and  the third-party customer, or a private label arrangement for
the  third-party customer. YP.Net shall use the i4l I pricing model set forth in
Schedule  Five  hereto, or such other pricing model as Al I and YP.Net may agree
to  in  writing.  For any syndication sale referred to i4lI as described in this
Section  18,  YP.Net  shall  receive  a  referral  fee  consisting of 20% of all
hifi-astructure  Charges  and  Syndication  Fees (as described under the heading
Pricing  Considerations), or such other fees as i4l I and YP.Net may agree to in
writing.

SECTION  19.  TERM.The  Agreement shall be in effect commencing on the Effective
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Date  and continuing through the day before the two-year anniversary of the date
of  live  deployment  of  the  Co-Branded  Directory  (the "Initial Term").After
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expiration  of  the  Initial  Term,  this  Agreement  shall  be  deemed  renewed
automatically  on  a  year-toyear  basis for successive one year periods (each a
"Renewal Term")unless terminated by Y-P.Net or i411 upon written notice at least
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ninety  (90)  days  prior  to  the expiration of the Initial Term or any Renewal
Term, as the case may be (the Initial Term as extended by any Renewal Term shall
be  referred to as the "Term"). Either Party may terminate this Agreement at any
time  in  the event of a material breach by the other Party that remains uncured
after  thirty  (30) days written notice thereof. Either Party may terminate this
Agreement  immediately  following written notice to the other Party if the other
Party  becomes  or  is  declared  insolvent  or  BANKRUPT

SECTION  20. OWNERSHIP.  Subject to  the  next sentence, YP.Net acknowledges and
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agrees  that~  as  between  i411  and  YP.Net,  i411  owns all right, title, and
interest  in and to the i411 Directory, the Co-Branded Directory, the Submission
Module, the Co-Branded Site and the technology underlying any of them, including
all  trademarks, copyrights, patent rights, look and feel and other intellectual
property  rights  therein.  i4l  I  acknowledges  and  agrees

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that  YP.Net  shall  retain  all rights, title and interest in and to the YP.Net
Trademarks,  the  YP.Net  Site  and  the  YP.Net  Customer  Data  and  Content.

Upon  the  expiration  or termination of this Agreement, YP.Net shall remove any
and  all links from the YP.Net Site to the Co-Branded Site and/or the Co-Branded
Directory  and each Party shall cease using the trademarks, service marks and/or
trade  names of the other except, as the Parties may agree in writing, or to the
extent  permitted  by  applicable  law.

Any  content  that  is changed, enhanced, or improved by End Users or YP.Net, or
through  joint  efforts  of i4l I and YP.Net, shall be jointly owned by Al I and
YP.Net  so that each Party can use such information during and after the Term of
this  Agreement, provided that YP.Net shall not use it during the Tenn to create
a  product  that  competes  with  the  Co-Branded  Directory.

SECTION  21.  REPRESENTATIONS  AND  WARRANTIES.
-----------------------------------------------

i4l  I  represents  and  warrants that (i) to the best of i4l I's knowledge, the
i4ll  Trademarks, i4l I Directory, the CoBranded Directory, the Co-Branded Site,
the  Submission  Module,  and  the  other products and services provided by i4II
hereunder  do not infringe or misappropriate the intellectual property, privacy,
or  other  proprietary  rights  of  third  parties,  (ii) to the best of i4l I's
knowledge,  the  i4l I Directory, the Co-Branded Directory, the Co-Branded Site,
the  Submission  Module,  and  the  other products and services provided by i411
hereunder  do  not  include any virus, time bomb, back door, or other device for
disabling  the  Co-Branded  Directory or Co-Branded Site or the hardware used to
operate  or  access  the  Co-Branded  Directory  and  Co-Branded  Site  or  for
surreptitiously  collecting  personal  information  from  users  who  access the
Co-Branded  Directory  and  Co-Branded  Site.

YP.Net  represents and warrants that (i) to the best of its knowledge, it is not
subject to any written agreement, written directive, memorandum of understanding
or  order  with  or  by  any  court or governmental authority restricting in any
material  respect  its  operation or requiring any materially adverse actions by
YP.Net;  (ii)  it  is in compliance in all material respects with all applicable
laws  and regulations and is not in default in any material respect with respect
to  any  material order applicable to YP.Net, including YP.Net's commitmentto be
                                                                 ----------
compliant  with  any order issued by the Federal Trade Commission or the Arizona
State's  Attorney  general with respect to YP.Net's business practices, (iii) as
of the date hereof, there is no Litigation (as defined below) pending, or to the
knowledge  of  YP.Net,  threatened  against YP.Net, except that a matter pending
before  the  Arizona  State's Attorney General has been settled in principle but
YP.Net has not entered into a final order with respect thereto and, accordingly,
the  matter  may  still  be  considered  pending  and  is  an exclusion from the
representation  made  above.  During  the Term, YP.Net agrees to promptly notify
i411  of  any  Litigation  pending  or,  to  the knowledge of YP.Net, threatened
against  YP.Net.  "Litigation"  means  any  suit,  action, arbitration, cause of
action,  claim,  complaint,  criminal prosecution, investigation, demand letter,
governmental  or  other  administrative proceeding, whether at law or in equity,
before  or  by any court or governmental authority, including the Federal  Trade
Commission, or  before  any  arbitrator.

Each  Party  represents and warrants to the other Party that: (i) such Party has
the  full  corporate  right power and authority to enter into this Agreement, to
grant  the Agreement licenses granted hereunder and to perform the acts required
of it hereunder; and (ii) the execution of this Agreement by such Party, and the
performance  by  such  Party of its obligations and duties hereunder, do not and
shall not violate any agreement to which such Party is a party or by which it is
otherwise  bound  or  any  applicable  law.

ASIDE  FROM THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, WITH
RESPECT  TO  THE  CO-BRANDED  DIRECTORY  AND  THE  CO-BRANDED  SITE,  EACH PARTY
SPECIFICALLY  DISCLAIMS  ALL  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR A
PARTICULAR PURPOSE, AND ANY WARRANTY OF TITLE OR NON-INFRINGEMENT. MOREOVER, All
EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF
THE  DIRECTORY LISTINGS IT USES AS THE BASIS FOR THE CO-BRANDED CONTENT AND WITH
RESPECT  TO  ANY  INFORMATION  PROVIDED  BY  YPNET  OR  ANY  LISTED

YP.NET  SYNDICATION  AGREEMENT


6
<PAGE>
BUSINESS.  i411  MAKES  NO  REPRESENTATION THAT OPERATION OF THE CO-BRANDED SITE
WILL  BE  UNINTERRUPTED  OR ERROR-FREE OR THAT ALL ERRORS CAN BE CORRECTED. i4II
MAKES  NO  REPRESENTATION  THAT  AT  ANY TIME IT CAN SUPPORT A LEVEL OF END USER
TRAFFIC ON THE CO-BRANDED WEB SITE AND CO-BRANDED WIRELESS SITE IN EXCESS OF THE
LEVEL  OF  END  USER  TRAFFIC  THAT CAN BE SUPPORTED BY ITS THEN-EXISTING SERVER
SYSTEM.

SECTION  22.  CONFIDENTIALI. Each Parry agrees (i) that it shall not disclose to
---------------------------
any third party or use any Confidential Information disclosed to it by the other
except  as expressly permitted in this Agreement and (ii) that it shall take all
reasonable  measures  to  maintain  the  confidentiality  of  all  Confidential
Information  of  the  other  Party  in  its possession or control. "Confidential
                                                                   -------------
Information"  includes  information  about  the  disclosing  Party's  (or  its
-----------
suppliers") business or activities, which shall include all business, financial,
technical and other information of a Party marked or designated by such Party as
"confidential"  or  "proprietary."  Confidential  Information  shall not include
information  that  is  in  or  enters  the  public domain without breach of this
Agreement  or  the receiving Party knew prior to receiving such information from
the  disclosing  Party.  Without  the  need  for  marking, the Parties agree the
royalty  reports  provided by i4l I to YP.Net pursuant to this Agreement and the
terms of this Agreement shall be deemed to be the Confidential Information of Al
1.  Notwithstanding  the  foregoing,  each  Party  may  disclose  Confidential
Information  (i)  with  prior  notice  to the other, to the extent required by a
court  of competent jurisdiction or other governmental authority or otherwise as
required  by  law  or  (ii)  on  a  "need-to-know"  basis under an obligation of
confidentiality  to  its  legal  counsel, accountants, banks and other financing
sources  and  their  advisors.

Each Party agrees that the terms and conditions of this Agreement, including all
Exhibits  and  schedules hereto, and any policies, business practices, plans and
methods not in the public domain which may be known or disclosed by either Party
to  the  other  as a result of this Agreement will be held in confidence and not
disclosed  to  any  third  party  for  any  reason.

SECTION 23. LIMITATION OF LIABILI. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, OR
---------------------------------
THEIR  RESPECTIVE  STOCKHOLDERS, OFFICERS, DIRECTORS OR AFFILIATES BE LIABLE FOR
INDIRECT,  SPECIAL,  INCIDENTAL,  EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS) ARISING FROM OR OTHERWISE RELATED TO BREACH OF
THIS  AGREEMENT,  YPNET'S  USE  OR  INABILITY  TO  USE  THE  CO-BRANDED  SITE OR
SYNDICATED  CONTENT, OR ANY CAUSE OF ACTION WHATSOEVER INCLUDING BUT NOT LIMITED
TO  CONTRACT,  WARRANTY,  STRICT LIABILITY, OR NEGLIGENCE, EVEN IF THE PARTY HAS
BEEN  NOTIFIED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

THE  LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE
AMOUNTS  PAID  OR  OWING  UNDER  THIS  AGREEMENT.

SECTION  24.  INDEMNIFICATION.
------------------------------

i4l  I  agrees,  at  its expense, to indemnify, defend and otherwise hold YP.Nct
harmless  from  any  costs  (including  reasonable  attorney's fees) and damages
awarded  to  third  parties arising from or related to (i) any third-party claim
that  i4l  I's technology, i4l I Trademarks, the i4l 1 Web site, any i4l I Brand
or  marks  placed  on  the  Co-Branded Site or Co-Branded Directory, or any i411
Brand  or  marks  provided to YP.Net by i411 for placement upon the YP.Net Site,
infringe  upon  any  patent,  copyright,  trademark,  trade  secret  or  other
proprietary  right  of  any  third  party;  or  (ii)  any third-party (including
governmental  entity  or  agency)  claim  against  i4l  1,  including  without
limitation,  any  action  against  i4l I alleging deceptive trade or advertising
practices

YP.Net  agrees,  at  its  expense,  to indemnify, defend and otherwise hold i411
harmless  from  any  costs  (including  reasonable  attorney's fees) and damages
awarded  to  third  parties arising from or related to (i) any third-party claim
that  any  YP.Net's  Brand, YP.Net Content, YP.Net Trademarks or marks placed on
the  Co-Branded  Site  or  CoBranded  Directory,  or  any  YP.Net Brand or marks
provided  to i411 by YP.Net for placement upon the i4ll Site, infiringe upon any
patent,  copyright,  trademark,  trade  secret or other proprietary right of any
third  party;  or (ii) any third-party (including governmental entity or agency)
claim  against  YP.Net,  including without limitation, any action against YP.Net
alleging  deceptive  trade  or  advertising  practices.

YP.NET  SYNDICATION  AGREEMENT


7
<PAGE>
Each  Party's  obligation  to  indemnify  the  other  Party  requires  that  the
indemnified  Party  promptly  notify  the  indemnibjing Party of any claim as to
which indemnification will be sought and provide the indemnifying Party with the
right  to solely defend and settle such claim, with the reasonable assistance of
the  indemnified Party. The indemnifying Party shall have exclusive control over
the  defense  and  is  not  bound  to  any  settlement  without  prior  consent.

SECTION  25.  GENERAL.
----------------------

     Arbitration.  In the event  of disputes between the Parties arising from or
     ------------
concerning  in  any  manner  the  subject  matter  of this Agreement, other than
disputes involving rights to intellectual property and confidential information,
the  Parties  shall refer the dispute(s) to the American Arbitration Association
in  the  State  and county where the party who is not commencing the arbitration
(the  equivalent  of  the  defendant)  resides,  for  resolution through binding
arbitration  by  a  single arbitrator agreed upon by the Parties pursuant to the
American Arbitration Associations rules applicable to commercial dispute. If the
Parties  cannot  agree  upon  an  arbitrator  within  thirty (30) days, then the
Parties  agree  that  a  single  arbitrator  shall  be appointed by the American
Arbitration  Association.  The arbitrator may award attorney's fees and costs as
part  of  the  award.

(b)  Counterparts;  Amendment.  This Agreement may  be  executed in counterparts
     ------------------------
(including  facsimile  counterparts),  each of which shall serve to evidence the
Parties'  binding  agreement. This Agreement may only be modified or amended, or
any  rights under it waived, by a written document executed by both Parties. Any
Schedule  not  available  at the time this Agreement is executed shall be agreed
upon,  initialed,  and  attached  by  the  Parties as soon after execution as is
practicable, but failure to attach any Schedule shall not affect the validity of
this  Agreement  unless  the  Parties  are  in  material  disagreement as to the
contents  of  any  unattached  Schedules.

(c) Force Mai. Any delay in or failure of performance by either Party under this
    ---------
Agreement  shall  not  be  considered  a  breach  of this Agreement and shall be
excused  to the extent caused by any occurrence beyond the reasonable control of
such  Party  including,  but  not  limited  to,  acts  of  God,  power  outages,
governmental  restrictions,  or  any act or failure to act by the other Party or
such  other  Party's  employees,  agents  or  contractors.

(d)  Assignment.  Neither Party shall voluntarily or by operation of law assign,
     -----------
give,  transfer,  license,  or otherwise transfer all or any part of its rights,
duties,  or  other  interests  in this Agreement ("Assignin'), without the other
                                                 ----------
Party's  prior written consent, which consent shall not be unreasonably withheld
or  delayed.  Notwithstanding the foregoing, this Agreement and its benefits and
burdens  (i) may be assigned by either Party with notice and the written consent
of the other Party (such written consent not to be unreasonably withheld) to any
person  or  entity  acquiring  that  Party  by  merger  or  acquiring  all  or
substantially  all  of  that  Party's assets; and (ii) may be assigned by either
Party  with  notice  and  the  written  consent of the other Party (such written
consent  not  to be unreasonably withheld) to any majority-owned subsidiary that
provides  directory  services  in  the  United  States.

(e)  Binding on Successors and Assign. This Agreement shall inure to the benefit
     --------------------------------
of  and  be  binding  upon the Parties hereto and their permitted successors and
assigns,  including  any  temporary  or permanent receivers or receiverships and
government  or  bankruptcy  trustees.

(f) Governing L. This Agreement shall be governed by and construed in accordance
    -----------
with  the laws of the Commonwealth of Virginia, notwithstanding the actual state
or  country  of  residence  or  incorporation  of  i4l  I  or  YP.Net.

(g)  Relationship of Parties.  The Parties are independent contractors and shall
     ----------------------
have  no power or authority to assume or create any obligation or responsibility
on  behalf  of  each  other.  This Agreement shall not be construed to create or
imply  any  partnership,  agency  or  joint  venture.

(h)     Severabili.  In  the  event that any of the provisions of this Agreement
        ----------
are  held  to  be  unenforceable  by  a
court or     arbitrator, the remaining portions of the Agreement shall remain in
full  force  and  effect.

YP.NET  SYNDICATION  AGREEMENT


8
<PAGE>
(i)     Waiver. The waiver or failure of either Party to exercise in any respect
any  right  provided  for  in  this
Agreement  shall  not  be  deemed  a  waiver  of  any  ftirther right under this
Agreement.

j)     Survival.  Theprovisions  concerning proprietary rights, confidentiality,
       --------------
indemnity,  disclaimers  of  warranty, limitation of liability, termination, and
governing  law  shall  survive  termination  of  this  Agreement.

(k)  EntireAgreement.Except for the Mutual Non-Disclosure Agreement, dated as of
     ----------------
September  6,  2000,  between the Parties, this Agreement constitutes the entire
understanding  between  the  Parties hereto and their affiliates with respect to
its  subject  matter  and  supersedes  all  prior or contemporaneous agreements,
representations,  warranties and understandings of such Parties (whether oral or
written).  No  promise,  inducement,  representation or agreement, other than as
expressly  set  forth  herein,  has  been made to or by the Parties hereto. This
Agreement  and  its  schedules  hereto may be amended only by written agreement,
signed  by  the  Parties  to  be  bound  by  the  amendment. Parole evidence and
extrinsic  evidence  shall be inadmissible to show agreement by and between such
Parties  to  any  term  or condition contrary to or in addition to the terms and
conditions  contained  in  this  Agreement.

     Notice.  Any  notice under this Agreement shall be in writing and delivered
by  e-mail  or  facsimile,  and one or more of the following: personal delivery,
express  courier,  or certified or registered mail, return receipt requested, at
the  addresses  stated below, or such other address as that party may specify in
compliance with this section. Notice shall be deemed given the day following the
date  of  receipt  of  the  e-mail  or  facsimile  at:

To YP.Net:      Daniel  Madero
                Director  of  Operations  /  Technology
                YPNET
                4840  E.  Jasmine  Street
                Mesa,  AZ  85205
                Fax:  (480)654-9727
                E-mail:  dan.madero@yp.net

With copy to:   Randy  Papetti
                Legal  Counsel
                Lewis  and  Roca
                40  N.  Central  Avenue
                Phoenix,  AZ
                Fax:  (602)  734-3865
                E-mail:  rpapetti@lrlaw.com

To  i4l  1:

lqbal  A.  Talib
President  and  Chief  Executive  Officer
Intelligenx,  Inc.  d/b/a  i4l  Lcom
14320-D  Sullyfield  Circle
Chantilly,  Virginia  20151
Fax:  (703)  631-1277
E-mail:  italib@i4l  Lcom

With copy to:   Lars  0.  Scofield
                Vice  President  and  Legal  Counsel
                Intelligenx,  Inc.  d/b/a  Al  Lcom
                14320-D  Sullyfield  Circle
                Chantilly,  Virginia  20151
                Fax:  (703)  631-1277
                E-mail:  Iscofield@i4l  Lcom

YP.NET  SYNDICATION  AGREEMENT


9
<PAGE>
     IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be
executed  by  their duly authorized representatives as of the Effective Date set
forth  above.

YP.NET,  INC.


Name:


Title:

INTEL,  LIGENX,  INC.

Name:

Title:

YP.NET  SYNDICATION  AGREEMENT


10
<PAGE>
                                  SCHEDULE ONE
                                  ------------
                   Project Objectives and Deliverables (SCOPE)

1.   Deploy  Co-Branded  Directory  at  www.yp.net


Deployed  Co-Branded  Directory

i4l  I to provide data formatting requirements (TBD). YP.Net to provide look and
feel specifications (TBD). YP.Net to provide formatted data (TBD) Integration of
YP.Net  enhanced  listings  into  YP.Net  Search  Visible  Storefronts"'  (TBD).

-    Beta  Deployment  of  Co-Branded  Directory  (TBD)

-    Live  Deployment  of  Co-Branded  Directory  (30  Days
     after  the  execution  ofthe  definitive  agreement).

2.   Deploy  a  co-branded  Submission  Module

accessible  at  YP.Net  Site  that  allows  YP.Net,  its
agents,  and  businesses  to  validate  information  and
enhance  directory  listings  on-line.

3.   Deploy  a  customized  signature  bar  for  YP.Net's  e-

mail  system  that  interacts  with  the  co-branded
directory.

4   Deployed  Submission  Module

YP.Net  to  provide  look  and  feel  specifications  (TBD).  Beta  deployment
ofcustomized  submission  module  (30  days  after live deployment of Co-Branded
Directory).

a     Deployed  YP.Net  Signature  Bar

YP.Net  to  Provide  look  and  feel  specifications  (10/27/00)

Live  Deployment  of  tool  to  add signature bar (10 days after live deployment
ofthe  Co-Branded  Site).

4.     Deploy  reporting  mechanism  that  enables  YP.Net

to  track  changes  that  are  made  online  including  the
nature  of  the  change  (edit,  addition,  deletion).

Deployed  Tracking  Mechanism

YP.Net  to  provide  specifications  (10/27/00)

Beta  deployment  of reporting mechanism (30 days after deployment of Submission
Module).

Live  Deployment  (10  days  after  beta  deployment)

Pricing  Considerations

1.  SET-UP  FEE  (ONE  TIME)

For  integration  of  YP.Net  merchant information and development of customized
co-branded  directory,  online  submission  module,  e-mail  signature  bar  and
mechanism  for  reporting  on  changes  made  online.

S  35,000  (due  upon  execution  of  this  Agreement)

2.  LICENSE  (MONTHLY)

UNLIMITED  customized  YP.Net Search Visible Storefronts'm (enhanced listings as
described  in  schedule  two)  plus  up  to  I  million  queries.
                                                -----------------

$  15,000  /  month

Amount  Due  Upon  Execution  of  Agreement:  $  35,00
                                              --------

YP.NET  SYNDICATION  AGREEMENT


11
<PAGE>
                                  SCHEDULE TWO
                                  ------------
                                   TRADEMARKS
                                   ----------

i4ll  Trademarks:

i4l  Lcom
i4ll

YP.Net  Trademarks:

[to  be  completed]
-------------------

YP.NET  SYNDICATION  AGREEMENT


12
<PAGE>
     SCHEDULE  TE0?.EE
     -----------------
REVENUE  SHARING  ARRANGEMENT
-----------------------------

 .     Price  /  month  TBD

Price  TBD

0     $5-500  /cpm
*     Depends  on  Traffic

50%150%

50% / 50% (if directly billed). IfLEC -billed, then 50/50 after 45% selling cost

50% / 50% (if directly billed). IfLEC -billed, then 50150 after 45% selling cost

Price  TBD

50% / 50% (if directly billed). IfLEC -billed, then 50150 after 45% selling cost

See  Schedule  Five  for  definition  and  pricing  model  for  Syndication

For syndications refered to i4l I by YP.Net YP.Net will receive 20% of the first
year's  Infi-astructure  and  Syndication  fee.

Y-P.Net  Search  Visible  Storefronts  TM

BASIC LISTING + Prefered Placement Telephone Number 2 Fax Number E-Mail Link Web
Link  I  Web  Link  2  Hours  of  Operation 50 Word Business Description Brands,
Product  and  Service  Function

Company  Name  Address Line I Address Line 2 City, State, Zip Telephone Number I
Product  and  Service  Categories Geographic Location Categories Map and Driving
Directions  (to  extent  offered  by  Mapquest)

Free

Revenue  to  i4l  I  included  in  monthly  license  fee

BRONZE+  GIF

Price  TBD  (S2.50  to  i4l  I  per  GIF  per  month)

SILVER  +
Additional  Words  (500  Max)
Additional  Graphic  Image  (2  Total)
Steaming  Audio  and  Video

Price TBD (50% / 50% (if directly billed). If LEC - billed, then 500/a/50% after
45%  sefling  cost)

YP.NET  SYNDICATION  AGREEMENT


13
<PAGE>
                                  SCHEDULE FOUR
                                  -------------
                                  OVERAGE FEES
                                  ------------

0-299,999
300,000-999,999
1,000,000-1,999,999
2,000,000-4,999,999
5,000,000+

$10,000  $20,000  $30,000  S60,000  S60,000  +  $.012  per  query

Overage  Fees are to be calculated annually, and are not cumulative. That is, if
the  number  of excess queries falls within the tier of 5,000,000 +, the Overage
Fee  is  $60,000  plus  the  calculated  incremental  amount.

If  the  number  is  between 1,000,000 and 1,999,999, the Overage Fee is $30,000
only.

YP.NET  SYNDICATION  AGREEMENT


14
<PAGE>
                                  SCHEDULE FIVE
                                  -------------
                 PRICING MODEL FOR SYNDICATIONS TO THIRD PARTIES
                 -----------------------------------------------

This  schedule  refers to syndication defined as distribution to other web sites
for  display  to  their  end  users  of  records that already exist in the i4l I
database  that  are  organized  into  a defined product or service category or a
defined  location category or a combination thereof "Syndication", as it is used
in  this  agreement,  does  not  refer  to the collection and integration of any
third-party  data.

1.  Set-Up  Fee

2.  INFRASTRUCTURE  CHARGE  (ANNUAL)

3.  SYNDICATION  FEE  (ANNUAL)

Based  on  requirements

Based  on  annual  traffic  expectations:

Up  to  299,999  queries: $10,000
-------------------------

300,000  -  999,999 queries:  $20,000
-------------------

1,000,000  -  4,999,999 queries:  $30,000
-----------------------

5  million  +  queries:  $60,000  +  S.0  12  per  query

Based  on  Number  of  Listings

Up  to  99,999  Listings: $5,000
-------------------------

100,000-4,999,999 Listings: $10,000
---------------------------

5  million  listings+:  $25,000

Syndication  and  Infrastructure Fees are not cumulative. That is, if the number
of expected queries falls within the tier of 5,000,000 +, the Infrastructure Fee
is  $60,000  plus  the  calculated  incremental  amount.

YPNET  SYNDICATION  AGREEMENT


15
<PAGE>