Exhibit 10.3

              PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT

     This PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT ("Agreement"), by
and  between  YP.Net,  Inc,  a  Nevada  corporation,  with  a principal place of
business  located  at  4340  East  Jasmine  Street,  STE  105,  Mesa,  AZ  35205
("YP.NET"),  and  Community  IQ,  Inc.,  d.b.a.  as  Vista.com,  a  Washington
corporation  with  a  principal place of business located at 11241 Willows Road,
Suite  100 Building C, Redmond, WA 98052 ("VISTA.COM"), is effective as of Sept.
18,  2001  (the  "EFFECTIVE  DATE").

                                    RECITALS

     WHEREAS,  Vista.com  owns  and operates an internet-based Web Site creation
and  hosting  service currently known as "Vista.com," with a Home Page currently
located  at http://www.Vista, which develops and hosts personalized websites for
small  business  owners  ("Vista,  corn's  Web  Site").

     WHEREAS, YP.Net owns and operates a Web Site currently known as "YP.Net and
Yellow-Page.Net,"  with  a  Home Page currently located at http://www.YP.Net and
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Yellow-Page.Net,  which  provides  the tools and media that allow businesses the
ability  to  contribute  Intelligent  Intuitive  Information  to  the  online
information  marketplace.

     WHEREAS,  the  parties  desire that Vista.com develop, host, and maintain a
private  label  service  to allow YP.Net to resell Vista.com's Services to small
business  owners  and  to  other  web  site  operators for resale to their small
business  owners. Also, the parties desire to cross promote and sell the service
offerings  of  both  Vista.com  and  YP.Net  through  the  vista.com  Network.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the  parties  hereby  agree  as  follows:

                                    AGREEMENT

1.     DEFINITIONS

     "BRAND FEATURES" means any trademarks, service marks, logos, trade names or
other identifying names or marks, which are proprietary to a party and which are
used  by  that  party  to  identify  its  business,  products  and/or  services.

     "CONFIDENTIAL  INFORMATION"  means  any  information,  oral  or  written,
disclosed  by  either  party  to  the other pursuant to this Agreement except as
excluded  below.  "Confidential  Information"  includes, without limitation, the
terms  and  conditions  of  this  Agreement,  registration information, security
measures,  information relating to released or unreleased services, marketing or
promotion  of any service or product, business policies or practices, suppliers,
customer  base,  customer  information, YP Net Materials or information received
from  others  that  a party is obligated to treat as confidential. "Confidential
Information"  will  not  include  information  that: (i) is or becomes generally
known  or available by publication, commercial use or otherwise through no fault
of  the  receiving party: (ii) is known and has been reduced to tangible form by
the receiving party at the time of disclosure and is not subject to restriction;
(iii)  is  independently  and  rightfully  developed or learned by the receiving
party;  (iv)  is lawfully obtained from a third party that has the right to make
such  disclosure;  or  (v)  is  made generally available by the disclosing party
without restriction on disclosure. This paragraph supersedes any other provision
in  this  agreement.

     "YP.NET  BRAND  FEATURES" means any trademarks, service marks, logos, trade
names  or  other identifying names or marks, which are proprietary to YP.Net and
which  are  used  to  identify  its  business,  products  and/or  services.


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     "YP.NET MATERIALS" means any information and materials provided byYP.Net to
Vista.com  under  this  Agreement

     "YP.NET  PRIVATE  LABEL  SERVICE"  means  a  Private  Label Service offered
byYP.Net  to  SBOs  and  to YP.Net Tier 2 Associates (for resale to their SBOs),
which  allows  SBOs  to  create  and  maintain  their  own  web  sites.

     "YP.NET  SBO" means a small business owner or other end user to whom YP.Net
sells  the  YP.Net  Private  Label  Service  pursuant  to  this  Agreement.

     "YP.NET  TIER  2  ASSOCIATE"  means a Tier 2 Associate to whom YP.Net sells
Private  Label  Services  for  resale  to  the  Associate's  SBOs.

     "GROSS  REVENUES"  means the fees or other sums collected by Vista.com from
the  sale  of  YP.Net Private Label Services pursuant to this Agreement, without
deduction  for  Transaction  Fees  and  applicable  taxes.

     "HOME  PAGE"  means  the initial Web Page of a Web Site seen by a user once
the  user  has  directed  web  browsing technology to access the Web Site's URL.

     "LINK"  means  an  embedded icon, object, graphic or text within a Web Page
that  consists  of  a  hypertext  pointer  to  the  URL  address  of a Web Page.

     "NET  REVENUES"  means  Gross Revenues collected by Vista.com from the sale
ofYP.Net  Private  Label Services pursuant to this Agreement after the deduction
of  Transaction  Fees  and  applicable  taxes.

     "PARTNERS"  means  all  Tier  1  Partners  and  Tier  2  Associates.

     "PARTNER  SERVICES"  means  the  services  offered  by any Partners via the
Vista.com  Network,  but  excluding  any  services  provided  by  Vista.com.

     "PRIVATE  LABEL  SERVICE" means the web services offered by any Partners to
SBOs  through the Vista.com Network, which allow the SBOs to create and maintain
their  own  web  sites  and  which  consist  of  (i)  Vista.com  Basic Services,
"SBOS" means those small business owners or other end users of any Private Label
Service.  "SERVICES"  means  the  Vista.com  Basic  Services.

     "SPECIFICATIONS"  means  the  content  and technical specifications for the
YP.Net  Private  Label  Service  attached  hereto  as  Exhibit A. as such may be
amended  by  mutual  agreement  of  the  parties  from  time  to  time.

     "TIER  1  PARTNER"  means the operator of a web site, to whom Vista.com has
granted  the right to offer a Private Label Service directly to SBOs and to Tier
2  Associates.  YP.Net  is  a  Tier  1  Partner.

     "TIER  2  ASSOCIATE"  means  the  operator  of a web site, to whom a Tier 1
Partner  has  granted the right to offer a Private Label Service to that website
operator's own SBOs. However, a Tier 2 Associate cannot sell Services to either
a  Tier  1  Partner  or  other  Tier  2  Associate.

     "TRANSACTION FEE" means the actual amount of the credit card processing fee
charged  to  Vista.com at the time of processing of any order placed through the
Vista.com  Network.

     "MONTHLY SERVICE FEE" means the monthly cost of Vista.com's Basic Services
to YP.Net.


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     "USER  INFORMATION"  means  both  Aggregate  Information  and  Personal
Information pertaining to an SBO. "Aggregate Information" means information that
describes  the habits, usage patterns and/or demographics of SBOs as a group but
does  not  identify any individual SBO by name nor provide information in a form
which  would  enable  the  recipient  of  that  information to identify the SBO.
"Personal  Information"  means  information  about  and  which  identifies  an
individual SBQ and which may include without limitation the SBO's (i) name, (ii)
address,  and  (iii)  data  about a specific transaction that identifies the SBO
involved,

     "VISTA.COM  BASIC  SERVICEs"  means  the  web  site development and hosting
services  as  changed  from  time to time and offered on the Vista.com Web Site,
which  includes  all  services  listed  in  Exhibit  B.

     "VISTA.COM  CONTENT" means any articles or other editorial content provided
by  Vista.com  under  this  Agreement  and  taken  from  the  Vista.com Network.

     "VISTA.COM  NETWORK"  means  Vista.com's Web Site, private label Web Sites,
and  any  other  Web  Sites  that  provide  Services  to  SBOs.

     "VISTA.COM  SERVICES"  means  those  services  offered  by  Vista  com  and
consisting  of  the  Vista.com  Basic  Services.

     "WEB  PAGE"  means  content  in  the World Wide Web portion of the Internet
accessed via a single URL, and excluding content on other Web Pages accessed via
Links  in  said  content.

     "WEB  SITE"  means  a  collection  of  Web Pages related in some manner and
interconnected  via  Links,  including  all  successor versions thereof that may
evolve  throughout  the  Term  of  this  Agreement, regardless of whether or not
marketed  or  promoted  under  the  same  name.

     Other  Terms.  All other initially capitalized terms will have the meanings
assigned  to  them  in  this  Agreement,  including  its  Exhibits.

2.   YP.NET  PRIVATE  LABEL  SERVICE.

     2.1     DEVELOPMENT  AND  MAINTENANCE.   Vista.com  will  develop, operate,
maintain,  and  host  the  YP.Net  Private Label Service in accordance with this
Section  2  and the Specifications, TheYP.Net Private Label Service will provide
YP.Net's  Tier 2 Associates and SBOs access to (i) the Vista.com Basic Services.
2.2     LAUNCH.   The  parties  will  cooperate in good faith to make the YP.Net
Private  Label Service available to YP.Net SBOs according to the schedule as set
forth  in  the  Specifications  (the  "Launch  Date").

     2.3     VISTA.COM  BRANDING.  The  YP.Net  Private  Label  Service  will be
branded  with  a  "Fueled  by  Vista.com" logo as more specifically described in
Exhibit  A, which branding may be subject to periodic changes upon prior written
notice  by  Vista.com  to  YP.Net,  and  written  approval  by  YP.Net.

     2.4     DOMAIN  NAME. YP.Net will be solely responsible for registering and
maintaining  as a domain name the URL, at which the YP.Net Private Label Service
will  be  located and which the parties anticipate will be substantially similar
to  http://www.SBO.YP Net. Any changes to that registered domain name during the
Term  shall  be  subject  to agreement by the parties, YP.Net and Vista.com will
each  receive  full  Media  Metrix  traffic  credit for the YP.Net Private Label
Service.

     2.5     YP.NET  BRAND  FEATURES.    YP.Net will provide Vista.com with such
YP.Net  Brand  Features  as  it  determines  in  its  sole  discretion  and  any
navigational  elements associated with each, as necessary to permit Vista.com to
create the YP.Net Private Label Service and to comply with its obligations under
this  Agreement. YP.Net will provide Vista.com with the YP.Net Brand Features in
an  electronic  format  as  reasonably  requested  by  Vista.com, Vista.com will
provide the content necessary to


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integrate  the  Vista.com  Basic Services into the YF.Net Private Label Service.
Notwithstanding the obligations set forth in this Section, neither party will be
obligated  to  provide to the other party any content or services or include any
content  or  services  in  the YP.Net Private Label Service or for any other Web
Site,  if  doing  so  would  put such party in breach of an existing contractual
obligation.

     2.6     RESPONSIBILITY  FOR  THE YP.NET PRIVATE LABEL SERVICE.   As between
Vista.com  and  YP.Net,  and  except  as  expressly  provided  otherwise in this
Agreement  or in any related support services agreement, Vista.com will develop,
operate,  maintain  and  host  the  YP.Net Private Label Service and all content
contained  therein,  excluding  user registration as provided under Section 2.7.
TheYP.Net  Private Label Service will be maintained and operated by Vista.com in
accordance  with  the  membership  terms of service attached hereto as Exhibit C
(the  "Membership  Terms of Service"): which shall at all times be substantially
similar  to  the  then-current  membership  agreement on the Vista.com Web Site,
YP.Net  may  modify  these  terms  at  their  sole  discretion.

     2.7     USER REGISTRATION. During the Term commencing with the Launch Date,
YP.Net  will  be  responsible  for registering users of the YP.Net Private Label
Service on YP. Net's Web Site.   Such registration process will require users to
consent to the Membership Terms of Service, and YP.Net will ensure that any user
who  does  not  consent  to  the  Membership  Terms  of Service may not create a
personalized  web  site  through the YP.Net Private Label Service.  In addition,
YP.Net  will make efforts to ensure that the registration process for the YP.Net
Private  Label  Service  requires  verification that the user is over the age of
eighteen (18) and prohibits users under the age of eighteen (18) from creating a
personalized  Web  Site  through  that  Private  Label  Service.

     2.8     PARTNER  SUPPORT.  Vista.com  will  support YP.Net, as set forth in
Exhibit  E.  Additionally, Vista shall provide Private Label Customer support as
part  of  Vista's  Basic  Service, with services delivered through a 900-support
line. If the 900-support volume does not cover the ongoing cost of the 900 line,
then  Vista.com  may  choose  to  discontinue,  this  method of support toYP.Net
customers.

     2.9  USER  INFORMATION.  Vista.com  and YP.Net will jointly own any and all
User  Information  collected  by  either party from YP.Net SBOs ("YP.Net Private
Label  Service User Information"). YP.Net Private Label Service User Information
will be collected, disclosed, or used by the parties only in accordance with the
privacy  policy  for the YP.Net Private Label Service to be mutually agreed upon
by  the  parties  and attached hereto as Exhibit D (the "Privacy Policy") and in
accordance  with  all  applicable  laws.  After  the Launch Date, Vista.com will
provide  YP.Net  Private  Label  Service User Information to YP.Net on a monthly
basis  via  an  online reporting service. YP.Net may modify this policy at their
sole  discretion.

3.   VISTA.COM  NETWORK  OFFERINGS.

     3.1     YP.NET'S  SALES  OF SERVICE:   As a reseller of Vista.com Services,
YP.Net  may  sell  the  Vista.com  Basic  Service  to YP.Net SBOs via the YP.Net
Private Label Service. YP.Net will have sole discretion to set and determine the
price  at  which  it  sells  Services  to  YP.Net  SBOs.

     3.2     TIER  2  ASSOCIATES  SIGN-UP.   YP.Net  may  sell the Private Label
Services  to  Tier  2 Associates. Tier 2 Associates may sell to its own SBOs the
Vista.com Basic Services. The Private Label Service that YP.Net may sell to Tier
2 Associates will be primarily branded with the branding of the Tier 2 Associate
and  will  include a "Fueled by Vista.com' logo. Such Private Label Service will
be  hosted and maintained by Vista, com at a URL owned by such Tier 2 Associate.
YP.Net  will  have  sole  discretion  to set and determine the price at which it
sells  the  Private  Label Service to Tier 2 Associates and the Tier 2 Associate
will  have  sole discretion at which it sells the Private Label Service to SBOs.
Vista.com  shall charge YP.Net a setup fee in the amount of one thousand dollars
($1.000)  for  each  YP.Net Tier 2 Associates who signs up for the Private Label
Service.

4.     MARKETING.  During  the  Term,  YP.Net  will  use commercially reasonable
efforts to promote and market the YP.Net Private Label Service.   Throughout the
Term,  the parties will use commercially


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reasonable  efforts  to  meet  periodically  and  create  collaborative business
development  strategies  to  market and promote the YP.Net Private Label Service
and  the  Services, Those marketing efforts that have been identified and agreed
upon  by  the  parties  are  set  forth  in  Exhibit  E.

5.   BILLING,  COLLECTIONS,  PAYMENTS  AND  ACCOUNTING

     5.1     PAYMENT.   During  the Term of this Agreement, YP.Net agrees to pay
Vista.com  in  accordance  with  the  following  formulas.

             5.1.1     VISTA.COM  BASIC  SERVICES  FORMULA.  In  connection
with  Vista.com  Basic  Services created each month during the Term by YP.Net or
YP.Net's  Tier  2  Associates,  YP.Net  will  be  obligated to pay Vista.com the
Monthly  Service  Fee (as set forth in Exhibit F) perYP.Net SBO or YP.Net Tier 2
Associate  SBO,  who  are  registered  to  receive  those  Services  each month.
Additionally,  YP.Net agrees to pay Vista.com five thousand dollars (55,000) for
the  setup  of  the  Private  Label Service. This setup fee will be invoice upon
contract  execution  andYP.Net  will  have  ten  (10)  Business days to pay such
invoice.

             5.1.2     PAYMENT. In  the  event  Vista.com  does  not  collect
sufficient  Net  Revenues, Transaction Fees, or applicable taxes from YP.NetSBOs
and  YP.Net  Tier  2  Associate  SBOs:  to  cover  the amounts owed by YP.Net to
Vista.com  as calculated in this Section 5.1, then Vista.com will invoice YP.Net
for  the  difference. YP.Net will pay Vista.com within thirty (30) days from the
date of such invoice. Invoices not paid within such time period shall be subject
to  a  late  payment  charge of 1.5% per month (or the maximum rate permitted by
law,  whichever  is lower) on the outstanding balance thereof, accruing from the
due date, in the event that after a reconciliation per 5.3 below. Vista.com owes
money  to  YP.Net  irrespective  to  the  provisions  of 5.3. YP.Net can invoice
Vista.com  for  that money & Vista.com must pay within 30 days from date of said
invoice  in  like  manners  kind  to  Vista.com's  rights  under  this  clause

     5.2     BILLING  AND  COLLECTION.  YP.Net  hereby  appoints  Vista.com, and
Vista.com  accepts such appointment, to be YP.Net's billing and collection agent
for  billing  and  collecting Gross Revenues from YP.Net SBOs, and YP.Net Tier 2
Associate  SBOs. Vista.com will bill and collect said Gross Revenues on YP.Net's
behalf pursuant to Sections 3.1 and 3.2.  YP.Net may at any time and at its sole
discretion,  decided not to use the billing and collection services of Vista.com
without  penalty  to  YP.Net.

     5.3     REMITTANCE.  Vista.com  will  retain an amount equal to the payment
owed  by YP.Net to Vista.com as calculated by the formulas set forth in Sections
5.1.1  and  5.1.2  above  and will use commercial reasonable efforts to remit to
YP.Net  YP.Net's share of Net Revenues and applicable taxes via electronic funds
transfer within thirty (30) business days following any month in which those Net
Revenues  have  been  collected. If at any time YP.Net owes Vista.com any amount
based  upon  a  reconciliation  of  a  prior month's billing, then Vista.com may
retain  an  additional  amount  equal to the underpayment   Likewise, if after a
reconciliation  Vista.com  owes  YP.Net, Vista.com will include such amount with
the  next  month's  remittance.

     5.4     REPORTING.  Within ten (10) days after the end of each month during
the  Term,  Vista.com  will  furnish YP.Net with a statement itemizing the total
amount  of  Gross  and  Net  Revenues  collected that month, the total amount of
Transaction  Fees  incurred  that month, and, during that same month, applicable
taxes  collected,  from  all services for which YP.Net is entitled to a share of
the  resulting Net Revenues. YP.Net will be solely responsible for remitting any
amounts due and owing to YP.Net's Tier 2 Associates as agreed between YP.Net and
its  Associates  and  as  documented  in  the  statement.

     5.5     CHARGEBACKS  AND REFUNDS. in the event that an SBO stops payment or
"charges back" its credit card for Services on the YP.Net Private Label Service,
then  Vista.com  may  recoup  any  Net Revenues and applicable taxes remitted to
YP.Net  for  the  Services  that  the  SBO  stopped payment. In the event an SBO
requests  a refund for Services not yet rendered (e.g., the SBO has pre-paid for
1  year  of service and requests a refund after six months), then Vista.com will
provide a pro-rated refund and


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Vista.com  may recoup that portion of Net Revenues and applicable taxes remitted
to  YP.Net  for  the  refunded  time period. In the event that an SBO requests a
refund  for  Services  due  to  a  failure  to  provide  requested Services, and
Vista.com  agrees  that  it failed to provide such Services, then Vista.com will
refund  SBO's  payment and Vista.com may recoup that portion of Net Revenues and
applicable  taxes  remitted  to  YP.Net  for those Services. In the event an SBO
requests  a  refund  for Services that were provided, then Vista.com may, in its
discretion,  decide  whether  to  provide  a refund to that SBO and if Vista.com
decides  to  provide  such refund, then Vista.com may recoup that portion of Net
Revenues  and  applicable  taxes  remitted  to  YP.Net  for  those  Services.

     5.6  AUDIT. During the Term and for a period of two (2) years following the
termination  or expiration of the Agreement, the parties agree to keep all usual
and  proper  records  and  books of account and all usual and proper entries and
other  documentation  relating  to any and all transactions contemplated by this
Agreement  (collectively,  "Business Records"). During the Term and for a period
of two (2) years following the expiration or termination of this Agreement, each
party  will have the right to cause an audit and/or inspection to be made of the
other  party's  records relevant to this agreement in order to verify statements
issued  by  the other party and compliance with the terms of this Agreement. Any
such  audit  will  be  conducted  by  an independent certified public accountant
selected  by  the  auditing  party  (other  than  on a contingent fee basis) and
reasonably  acceptable  to  the  audited party. Any audit or inspection is to be
conducted  during  regular business hours at the audited party's facilities upon
at  least  ten  (10) days written notice. Such audits may not be made more often
than  once  in  any  twelve  (12)  month  period.  If  any such audit reveals an
underpayment  of  more  than  five percent (5%) related to the time period under
audit,  the  reasonable costs and expenses to conduct such audit will be paid by
the  audited  party  and the audited party will pay such costs together with the
amount  of  such underpayment within thirty (30) days from receipt of an invoice
or  statement  therefore,  itemizing  the amounts of said underpayment and audit
costs and including copies of relevant supporting documentation. All information
disclosed  or obtained in the course of conducting an audit will be Confidential
Information  of  the  audited party and used solely for the purpose of verifying
compliance  with  the  terms  of  this  Agreement.

6.     LICENSE  GRANT.

     6.1     During  the  Term  and  thereafter  pursuant to Section B.S, YP.Net
hereby  grants Vista.com a worldwide, nonexclusive, royalty-free, fully paid-up,
and,  subject  to  Section  13.3,  nontransferable  license  to  use, reproduce,
digitize,  distribute, transmit, and publicly displayYP.Net Materials and YP.Net
Brand  Features,  as  necessary for the development, operation, maintenance, and
support  of  the  YP.Net  Private Label Service and YP.Net upon review and prior
written  approval  of  use  by  YP.Net

     6.2     During  the  Term  and  thereafter  pursuant to Section 8,5, YP.Net
hereby  grants  Vista.com a worldwide, nonexclusive, royalty-free, fully paid-up
and,  subject  to Section 13.3, license to use, reproduce, digitize, distribute,
transmit, and publicly display and sublicenseYP.Net Materials over the Vista.com
Network,  including  without limitation, on Vista.com's Web Site and all SBO Web
Sites  , Partner Private Label Web Sites, and their SBO Web Sites, provided that
YP.Net  has  provided  written  approval.  Such  materials  will be removed upon
termination  of  this  Agreement.

     6.3     The  parties  agree that, except as expressly licensed to YP.Net by
this  Agreement  or  by  a  separate  license  agreement as between the parties,
Vista.com will retain all right, title, and interest in the YP.Net Private Label
Service, the Vista.com Network, Vista.com Basic Services, and all data, content,
technologies  and  other  property  furnished  by Vista.com to YP.Net hereunder.
Notwithstanding  the  foregoing,  the  parties  agree  that  except as expressly
licensee! to Vista.com in this Agreement or a separate license agreement, YP.Net
will  retain  all  right,  title,  and  interest  in the YP Net Web Site, YP.Net
Materials,  YP.Net  Brand Features, YP.Net Services and the YP.Net Private Label
Service  domain  name  and  all  data,  content, technologies and other property
furnished  by YP.Net to Vista.com hereunder. Neither party will have any rights,
title  or interest in any materials, content or technology provided by the other
party  hereunder  except as specifically provided in this Agreement and will not
alter,  modify,  copy,


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edit,  format,  translate,  create  derivative  works  of  or  otherwise use any
materials,  content  or  technology  provided  by  the  other  party  except  as
explicitly provided herein or approved in advance in writing by the other party.

7.  Confidentiality

     7.1     Each  party  will  protect  the  other's  Confidential  Information
from  unauthorized  dissemination and use with the same degree of care that such
party  uses  to  protect  its  own  like information. Neither party will use the
other's  Confidential  Information  for  purposes  other than those necessary to
directly  further  the  purposes  of this Agreement. Each party may disclose the
terms  and  conditions  of  this  Agreement to its employees, affiliates and its
immediate legal and financial consultants on a need to know basis as required in
the  ordinary  course  of  that  party's business, provided that such employees,
affiliates  and/or  legal  and  /or  financial  consultants  agree in advance of
disclosure  to  be  bound  by  this Section 7. A party may disclose Confidential
Information  as  required  by  government or judicial order, provided each party
gives  the  other  party  prompt  notice  of  such  order  and complies with any
protective  order  (or  equivalent)  imposed  on  such  disclosure.

     7.2     Each  party  acknowledges  that  monetary  damages  may  not  be  a
sufficient remedy for unauthorized disclosure or use of Confidential Information
and that each party may seek, without waiving any other rights or remedies, such
injunctive  or  equitable relief as may be deemed proper by a court of competent
jurisdiction.

8.   TERM;  TERMINATION

     8.1     The  term  of  this  Agreement  will  be  three  (3) years from the
Effective  Date  subject  to automatic, successive renewal terms of one (1) year
each,  unless  either Vista.com orYP.Net gives the other party written notice of
its intent not to renew at least ninety (90) days prior to the expiration of the
initial  term  or  any  succeeding  term  (collectively  the  "Term"),

     8.2     TERMINATION  FOR  BANKRUPTCY.     Either  party  may terminate this
Agreement  by  written  notice  given to the other party, in the event the other
party  (i)  files a petition in bankruptcy; or (ii) has a petition in bankruptcy
filed  against  it  by any third party, which is not dismissed within sixty (60)
days.  Termination pursuant to this Section shall take effect on the date notice
by  the  terminating  party  is  deemed  given.

     8.3     TERMINATION  FOR CAUSE. In addition to any other rights or remedies
that  either  party may have under the circumstances, all of which are expressly
reserved,  either  party  may terminate this Agreement at any time, if the other
party  is in material breach of any warranty, representation, term, condition or
covenant of this Agreement, and fails to cure that breach within sixty (60) days
after  written  notice  given,  outlining  all  reasons  for  said  termination,

     8.4     EFFECTS  OF TERMINATION. Upon the termination or expiration of this
Agreement  except  to the extent provided pursuant to Section 8.5 below, (i) all
rights  and  licenses granted hereunder and dl obligations and covenants imposed
hereunder will immediately cease; and (ii) except as expressly set forth herein,
each  party will: (A) stop using all Confidential Information of the other party
then  in  its possession; (B) erase or destroy all such Confidential Information
then residing in any computer memory or data storage apparatus in its possession
or  control;  (C) at the option of such other party, either destroy or return to
such  other  party  all  such  Confidential Information in tangible form and all
copies  thereof; (D) remove all of the other party's Brand Features from the web
sites  and  the  Vista.com  Network;  and  (E)  Vlsta.com will remove all YP.Net
Materials,  including  YP.Net  Editorial  Content from the Vista.com Website and
Vista.com  Network,  except  that  Vista.com  is  not  required to remove YP.Net
Materials  from any SBO's Website out of control of Vista.com.   In the event of
termination of this Agreement, for any reason each and every clause which by its
nature  is  intended  to  survive  the  termination of this Agreement including,
without  limitation,  Sections  1,  2.4,  2,  8,  5  (only  to  the  extent that
transactions are authorized prior to expiration or termination), 5.2, 7, 8,9,10,
11,  12,  and  13  will  survive  termination  or  expiration.


                                        7
<PAGE>
     8.5     TRANSITION,

             8.5.1      VISTA  DEFAULT.  Upon termination of this Agreement by
YP.Net  pursuant  to  Section  8.2  or  8.3,  Vista.com  will  use  commercially
reasonable  efforts  to  assist  YP.Net in transitioning the YP.Net SBOs off the
Vista  Network  to  a  third-party  web-hosting  site  or  YP.Net's  own site as
designated  by  YP.Net  For  the purpose of this section Commercially Reasonable
Efforts  shall mean "documentation relating to YP.Net SBO Web Sites and customer
data  files,  and  the  site images, logos, banners, html content, (collectively
"Transition  Deliverables"). The Transition Deliverables are stored in an Oracle
database  and  on  an  NFS  file  server.  Vista  shall  provide  the Transition
Deliverables  to  YP.Net  in  the  form  of a data snapshot on CD-ROM. An Oracle
export  fie will be provided on CD-ROM for each database. The Oracle export file
contains  the  database  schema  and  all  database  data  related  toYP.Net SBO
Websites".  If Vista.com Services are still maintained on the Vista.com Network,
then  YP  Net's  obligation  to  pay,  and Vista.com's obligation to provide the
services  and  billing  and  collection,  shall  continue  as necessary for such
transition.

             8.5.2     YP.NET  DEFAULT.  Upon termination of  this  Agreement by
Vista  pursuant  to  Section 8.2 or 8.3, YP.Net will use commercially reasonable
efforts  to  assistVista.com  in  transitioning  the  YP.Net  SBOs  from the URL
designated for the YP.Net Private Label Service pursuant to Section 2.4 to a URL
maintained  by  Vista.com.  Specifically,  YP.Net  will for up to six (6) months
following  termination  or  expiration maintain all of its SBO URLs and redirect
such  URLs  to  a  URL  agreed  to  by  Vista.com  and  YP.Net.

             8.3.1     EXPIRATION.  Upon  expiration  pursuant to  Section  8.1,
YP.Net  and  YP.Net's  Tier  2  Associates  will  no  longer be entitled to sell
Services  to  SBOs. Vista.com will continue to provide existing SBOs Services in
accordance with the current Membership Agreement and the terms of this Agreement
for  up  to  two  (2)  additional  years  and  pay  YP.Net there portions of the
collected  revenue  as  if  this  agreement was still in effect. In the event of
expiration  of  this Agreement, Sections 1, 2.1, 2.3-2.5, 2.5, 2.8, 2.9,6, 7, 8,
9,10,11,12,  and  13  will  survive  expiration  for  the  two additional years.

9.   INDEMNITY

     9.1  BY  VISTA.COM

          9.1.1     Vista.com  shall  indemnify, hold  harmless and, at its sole
expense,  defend YP.Net and any of YP.Net's subsidiaries, affiliates, directors,
officers, employees, agents and independent contractors from and against any and
all  third-party  claims,  suits,  proceedings,  costs  and  expenses (including
attorneys'  fees),  liabilities,  losses and damages (collectively, "Third-Party
Claims")  arising  out  of,  or  in  any  way  related  to:

                    (i)  Any  actual  or  alleged  breach  of  this Agreement or
                         violation  of  applicable  U.S.  lawbyVista.com;

                    (ii) Any  Vista.com  Content  or  Vista.com  Brand Features,
                         regardless  of  where  located;  or

                    (iii) The development, operation, maintenance and hosting of
                         the  YP.Net  Private  Label  Service,  excluding  user
                         registration  for that Service and any YP.Net Materials
                         or  YP.Net  Brand  Features  displayed  in  connection
                         therewith,

          9.1.2     Vista.com's  obligations  under Section 9.1.1 shall be
contingent on YP.Net


                                        8
<PAGE>
                    (i)  Providing  Vista.com  with  reasonably  prompt  written
                         notice  of  any such Third-Party Claim, for which it is
                         seeking  a  defense  and/or  indemnification hereunder;

                    (ii) Fully  cooperates  with,  and  provides  information or
                         other  assistance  to,  Vista.com  upon  request and at
                         Vista.com's  expense;  and

                    (iii) Allows Vista.com to control the defense and resolution
                         of  any  such  Third-Party  Claim with legal counsel of
                         Vista.com's  choice.

Notwithstanding Section 9.1.2(iii) above, YP.Net shall have the right to approve
the  settlement  of  any  Third-Party  Claim,  which  involves  an  admission or
commitment  by  or  on  behalf  of YP.Net, other than the payment of money to be
fully  indemnified  hereunder  by  Vista.com.  Such  approval  shall  not  be
unreasonably  withheld  or  delayed.

          9.1.3     In  the  event  Vista.com  settles or otherwise resolves a
Third-Party  Claim  for  which  it  is  obligated to indemnify YP.Net hereunder,
Vista.com  agrees  not  to  publicize  said  resolution  without first obtaining
YP.Net's written permission, which permission will not be unreasonably withheld,

     9.2  BY  YP.NET

          9.2.1     YP.Net  shall  indemnify,  hold  harmless  and, at its sole
expense,  defend  Vista.com  and  any  of  Vista.com's subsidiaries, affiliates,
directors,  officers,  employees,  agents  and  independent contractors from and
against  any  and  all  Third-Party  Claims (as defined in Section 9.1.1 above),
arising  out  of,  or  in  anyway  related  to:

                    (i)  Any  actual  or  alleged  breach  of  this Agreement by
                         YP.Net;

                    (ii) Any  YP  Net  Materials  or  YP.Net  Brand  Features,
                         including  in  connection therewith infringement of any
                         third-party's  intellectual  property  rights,  trade
                         secrets  or  other  proprietary  rights;  or

                    (iii)  Violation  of  applicable  U.S.  law,  regulation  or
                         Vista.com  policy  by  YP.Net,  by  any  YP.Net  Tier 2
                         Associate,  or  by  the  SBOs  of  either  said  party.

          9.2.2     YP.Net's obligations under Section 9.2.1 shall be contingent
on  Vista.com:

                    (i)  Providing  YP.Net with reasonably prompt written notice
                         of  any such Third-Party Claim, for which it is seeking
                         a  defense  and/or  indemnification  hereunder;

                    (ii) Fully  cooperates  with,  and  provides  information or
                         other  assistance  to,  YP.Net  upon  request  and  at
                         YP.Net's  expense;  and

                    (iii) Allows YP.Net to control the defense and resolution of
                         any  such  Third-Party  Claim  with  legal  counsel  of
                         YP.Net's  choice,

Notwithstanding  Section  9.2.2(iii)  above,  Vista.com  shall have the right to
approve  the settlement of any Third-Party Claim, which involves an admission or
commitment  by  or on behalf of Vista.com, other than the payment of money to be
fully  indemnified  hereunder by YP.Net. Such approval shall not be unreasonably
withheld  or  delayed.


                                        9
<PAGE>
          9.2.3     In  the  event  YP.Net  settles  or  otherwise  resolves  a
Third-Party  Claim  for  which it is obligated to indemnify Vista.com hereunder,
YP.Net  agrees  not  to  publicize  said  resolution  without  first  obtaining
Vista.com's  written  permission,  which  permission  will  not  be unreasonably
withheld.

10.     DISCLAIMER OF WARRANTIES.    EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES
OR  REPRESENTATIONS  EXPRESS  OR  IMPLIED,  INCLUDING,  BUT  NOT LIMITED TO, THE
IMPLIED  WARRANTIES  OF  MERCHANTABILITY,  AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER  PARTY  WARRANTS  THAT  ACCESS  TO OR USE OF ANY WEB SITE, INCLUDING THE
YP.Net PRIVATE   LABEL   SERVICE,   WILL   BE   UNINTERRUPTED   OR   ERROR-FREE,
OR   THAT  ANY  SOFTWARE  OR  SERVICES  WILL  MEET  ANY  PARTICULAR  CRITERIA OF
PERFORMANCE  OR  QUALITY.

ALSO,  THERE IS NO WARRANTY OF TITLE OR NON-INFRINGEMENT OR QUIET ENJOYMENT WITH
RESPECT  TO ANY CONTENT, SERVICES OR WEB SITES REFERENCED OR PROVIDED UNDER THIS
AGREEMENT.

11.     LIMITATION  OF LIABILITIES.    EXCEPT FOR OBLIGATIONS OF CONFIDENTIALITY
UNDER SECTION S AND OBLIGATIONS OF DEFENSE AND INDEMNITY PURSUANT TO SECTION 10,
BOTH  PARTIES  AGREE  THAT (i) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,   PUNITIVE   OR   SPECIAL   DAMAGES,
ARISING   OUT   OF   OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,
DAMAGES  FOR  LOSS  OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION,  AND  THE  LIKE,  EVEN  IF  SUCH  PARTY  HAS  BEEN  ADVISED  OF THE
POSSIBILITY OF SUCH DAMAGES, AND (ii) THE TOTAL LIABILITY OF THE PARTIES TO EACH
OTHER,  AND  EACH  PARTY'S  SOLE  AND  EXCLUSIVE  REMEDY  FOR ANY AND ALL CLAIMS
RELATING  TO OR ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID
HEREUNDER, WITH  EACH PARTY RELEASING THE OTHER FROM ALL OBLIGATIONS, LIABILITY,
CLAIMS  OR  DEMANDS  IN  EXCESS  OF  THAT  AMOUNT.

NOTWITHSTANDING  THE  FOREGOING,  THE  PROVISIONS  OF  THIS SECTION 11 SHALL NOT
RESTRICT  EITHER PARTY'S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF.

12.     TAXES.

     12.1     The  amounts  to  be  paid  by  YP.Net  to Vista.com herein do not
include any foreign, U.S. federal, state, local, municipal or other governmental
taxes,  duties,  levies,  fees, excises or tariffs, arising as a result of or in
connection  with  the  transactions contemplated under this Agreement including,
without limitation, any state or local sales or use taxes or any value added tax
or  business transfer tax now or hereafter imposed on the provision of goods and
services  to YP.Net by Visia.com under this Agreement, regardless of whether the
same  are  separately  stated  by  Vista.com. All such taxes (and any penalties,
interest,  or  other  additions  to any such taxes), with the exception of taxes
imposed on Vista.com's income or with respect to Vista.com's property ownership,
shall  be  the  financial  responsibility  ofYP.Net. YP.Net agrees to indemnify,
defend  and  hold  Vista.com  harmless  from any such taxes or claims, causes of
action,  costs  (including,  without limitation, reasonable attorneys' fees) and
any  other  liabilities  of  any  nature  whatsoever  related  to  such  taxes.

     12.2     YP.Net  will  pay  all applicable value added, sales and use taxes
and  other  taxes  levied  on  it  by  a  duly constituted and authorized taxing
authority  on  the  software  or  services  provided under this Agreement or any
transaction  related  thereto  in  each  country  in  which  the services and/or
property  are being provided or in which the transactions contemplated hereunder
are  otherwise  subject  to tax, regardless of the method of delivery. Any taxes
that are owed by YP.Net, (i) as a result of entering into this Agreement and the
payment  of  the  fees hereunder, (ii) are required or permitted to be collected
from  YP.Net  by  Vista.com  under  applicable law, and (iii) are based upon the
amounts  payable  under  this


                                       10
<PAGE>
Agreement  (such  taxes  described  in (i), (ii), and (iii) above the "Collected
Taxes'),  shall  be  remitted  by  YP.Net to Vista.com, whereupon, upon request,
Vista.com shall provide to YP.Net tax receipts or other evidence indicating that
such  Collected  Taxes  have  been  collected  by  Vista.com and remitted to the
appropriate  taxing  authority.  YP.Net  may  provide  to Vista.com an exemption
certificate  acceptable  to  Vista.com  and  to  the  relevant  taxing authority
(including  without  limitation  a  resale certificate) in which case, after the
date upon which such certificate is received in proper form, Vista.com shall not
collect  the  taxes  covered  by  such  certificate.

     12.3     If, alters determination by foreign tax authorities, any taxes are
required  to  be  withheld,  on payments made by YP.Net to Vista.com, YP.Net may
deduct such taxes from the amount owed Vista.com and pay them to the appropriate
taxing authority; provided however, thatYP.Net shall promptly secure and deliver
to  Vista.com an official receipt for any such taxes withheld or other documents
necessary  to  enable  Vista.com to claim a U.S. Foreign Tax Credit. YP.Net will
make  certain that any taxes withheld are minimized to the extent possible under
applicable  law.

     12.4     This  tax  section shall govern the treatment of all taxes arising
as  a  result  of or in connection with this Agreement notwithstanding any other
section  of  this  Agreement.

13.  GENERAL  PROVISIONS

     13.1     INDEPENDENT CONTRACTORS.   The parties are independent contractors
with  respect  to each other, and nothing in this Agreement will be construed as
creating  an  employer-employee  relationship, a partnership, or a joint venture
between  the  parties, The only agency relationship created by this Agreement is
created  in  Section  5.2  regarding  the  provision  of  billing and collection
services  by  Vista.com.

     13.2     GOVERNING  LAW. This Agreement will be governed by the laws of the
State  of  Arizona,  excluding  choice  of  law  rules.  The  parties  agree  to
jurisdiction  and  venue  in  the  state  and federal courts sitting in Maricopa
County,  Arizona.   In  any  action or suit to enforce any right or remedy under
this  Agreement  or to interpret any provision of this Agreement, the prevailing
party  will  be  entitled  to recover its costs, including reasonable attorneys'
fees.

     13.3     ASSIGNMENT.   Neither  party  may assign its rights or obligations
under  this  Agreement  without  the  prior  written consent of the other party,
except  that  either  party  will  be permitted, without the other party's prior
written  consent,  to  assign  its  rights  and  obligations  to an acquiring or
successor  entity  in connection with a merger, a sale of its business or a sale
of  all  or  substantially all of its assets, upon prompt written notice thereof
given  to the other party once said assignment becomes certain and provided such
successor  is  not  a  direct  competitor  of  the  other party.   All terms and
provisions  of  this  Agreement will be binding upon and inure to the benefit of
the  parties  hereto  and their respective permitted transferees, successors and
assigns.

     13.4     COSTS.    Except  as  otherwise  expressly  provided  herein, each
party:  (a)  will  be  responsible for all costs associated with the performance
obligations  expressly  undertaken  by  such party under this Agreement, and (b)
will  have  no  right  to  obtain  reimbursement or other payment from the other
party.

     13.5     CONSTRUCTION.  In  the  event that any provision of this Agreement
conflicts  with  governing  law  or if any provision is held to be null, void or
otherwise  ineffective or invalid by a court of competent Jurisdiction, (i) such
provision  will  be  deemed  to be restated to reflect as nearly as possible the
original  intentions  of the parties in accordance with applicable law, and (ii)
the  remaining  terms,  provisions, covenants and restrictions of this Agreement
will  remain  in  full force and effect.   This Agreement has been negotiated by
the  parties  and  their  respective  counsel  and will be interpreted fairly in
accordance  with  its  terms  and without any strict construction in favor of or
against  either  party. The section headings used in this Agreement are intended
for  convenience only and will not be deemed to affect in any manner the meaning
or  intent  of  this  Agreement  or  any  provision  hereof.


                                       11
<PAGE>
     13.6     NOTICES.  All  notices  arid  requests  in  connection  with  this
Agreement will be given in writing and will be deemed given on the date of first
attempted  delivery (whether successful or not) to the intended recipient's last
known address by messenger, delivery service, or in the United States of America
mail,  postage  prepaid,  certified or registered, return receipt requested, and
addressed  as  follows:


                                       12
<PAGE>
     To  Vista.com:                         To  YP.Net:

     Vista.com                              YP.Net,  Inc.
     11241 Willows Road. Ste. 100           4340  E. Jasmine St., Ste 105
     Redmond,  WA9S1052                     Mesa, AZ  85205

     Attention: Marvin  Mall                Attention:  Ron  Howard


     Phone:   (425)  497-9909               Phone:  480-654-9646
     Fax:    (425)  497-0409                Fax:    480-654-9727

     Copy  to:                              Copy  to.  Angelo Tullo

     Preston,  Gates  &  Ellis
     Fax: (206)  623-7022

or  to such other address as the applicable party may designate pursuant to this
notice  provision.

     13.7     ENTIRE AGREEMENT. This  Agreement  and the  attached  Exhibits
constitutes the entire agreement between the parties with respect to the subject
matter  hereof  and  supersedes  all  prior  and  contemporaneous  agreements or
communications.  This  Agreement  will  not  be  modified  except  by  a written
agreement dated subsequent to the date of this Agreement and signed on behalf of
Vista.com  and  YP.Net  by  their respective duly authorized representatives. No
waiver of any breach of any provision of this Agreement will constitute a waiver
of  any  prior,  concurrent  or  subsequent  breach  of  the  same  or any other
provisions  hereof,  and  no waiver will be effective unless made in writing and
signed  by  an  authorized  representative  of  the  waiving  party.

The  parties  have caused this Agreement to be executed by their duly authorized
representatives  as  of  the  Effective  Date.

VISTA.COM                         YP.NET,  INC.



By  /s/  Mark  E.  Shafer                    By  /s/ Angelo Tullo, Chairman
   ----------------------------                --------------------------------

Name (Print)  Mark  E.  Shafer               Name (Print)   Angelo  Tullo
              -----------------                           ---------------------

Title  Vice  President,  Sales               Title  Chairman  of  the  Board
      -------------------------                     ---------------------------

Date  9/19/01                                Date  9-18-01
      -------------------------                    ----------------------------


                                       13
<PAGE>
                            EXHIBIT A SPECIFICATIONS

I.  DESIGN  SPECIFICATIONS

     -    Vista.com  Basic  Service as described in EXHIBIT B with the following
          modifications.
     -    Vista.com to provide an XML API to externally create e-generated sites
          based  upon  the  transfer  of  user  data  collected through YP.Net's
          sign-up  process.
     -    Vista.com  will  host the Private Label Sign-Up process with YP .Net's
          unique  branding  requirements.
     -    Vista  .com  will  enable  the  service  for  private  labeling.
                    URL  will  be  private  labeled  as  "SBO.YP.Net".
                    YP.Net  Icon  position  in  Management  Console.
                    YP.Net  specific  tab in the Management Console.with link to
                    YP.Netwebsite
     -    Vista.com  will  provide  a  Partner  Dashboard  for:
                    Reporting
                    Managing

II.  TECHNICAL  SPECIFICATIONS

     -    BASIC  SERVICE:  Vista.com's  Basic  Service  allows for the automatic
          generation  of  industry  specific  e-businesses  for  SBOs. Vista.com
          provides  a  cutting  edge  eBusiness  solution  which  includes  an
          integrated,  comprehensive  and  diverse suite of services designed to
          allow small business owners to create a robust and professional online
          presence,  promote  their business, conduct secure e-commerce, service
          their  customers,  and  measure  the success of their business online.

     -    XML  API:  This  capability  allows  YP.Net  to  send  specific  SBO
          information  to  Vista.com in a format that allows Vista.com to create
          sites  for YP.Net SBOs. There are two types of XML defined for inbound
          and  outbound  traffic:  request XML and response XML. The request XML
          contains  information  such  as  partner  information,  customer
          information,  company name, and desired url for the site. The response
          XML,  sent  in  response to the receipt and processing of request XML,
          contains  status  information  about  the processing of site creation.

     -    PRIVATE  LABEL SIGN-UP: Private label sign-up process includes; custom
          offer  &  pricing  page, online sign-up form, sample sites, and guided
          tour  accessed  through  the  YP.Netwebsite.

     -    PRIVATE  LABEL  SERVICE:  YP.Net  SBOs will feel like they are using a
          service  offering fromYP.Net. The SBO's URL will say SBO is at YP.Net.
          When the customer administers their site, they will seethe YP.Net logo
          prominently  placed at the top of the Management Console and they will
          see  the YP.Net tab in the Management Console offering specific YP.Net
          services  and  information.

     -    PARTNER  DASHBOARD:  This  capability  allows  YP.Net  to  manage  the
          relationship  with  their SBOs. The Partner Dashboard is a key element
          of  the  easy  to use functionality that allows YP.Net to manage these
          relationships  using  the  very  same Vista.com technology that YP.Net
          SBOs  will  be  using. The Partner Dashboard will only be available to
          Partners,  NkeYP.Net  and  their  Tier  2 Associates, and includes the
          ability  to  run  pre-built  reports  for  tracking  the  customer
          relationship.  The  Partner  Dashboard also contains applications that
          allow  YP.Net  to  manage  their  SBO's. All of these capabilities are
          accessible  via  the  YP.Net  Partner  Dashboard.

III.  YP.NET  PRIVATE  LABEL  SERVICE  MOCK-UP


                                       14
<PAGE>

                               [GRAPHIC OMITTED]


II.  BRANDING  GUIDELINES

Every  Management  Console  of the YP.Net Private Label Service will contain the
following  "Fueled by Vista.com' logo orotherVista.com as maybe updated by Vista
from  time  to  time  (the  "Logo"):

                               [GRAPHIC OMITTED]

III.  SCHEDULE

Both  parties  agree to use commercially reasonable efforts to complete the work
specified  byOctober15,  2001


                                       15
<PAGE>
                                    EXHIBIT B

                            Vista.com Basic Services

Vista.com  reserves  the right to change the Vista Basic Service, and/or replace
services  upon  reasonable  notice  to  Customers.  The Vista.com Basic Services
include  the  following:

     -    Web  Site  Creation
               Web  Site  Set-up
               Web  Site  Hosting
     -    Content  Offerings
               Content  Editor
               Images
               Weather
               Maps
               Driving  Directions
               Logo  Creator
               Calculator
     -    Marketing  Services
               Search  Engine  Placement
               Domain  Registration
               Banner  Ad  creation
               Banner  Ad  Exchange
               E-forms
               Message  Templates
               Broadcast  email
     -    Commerce  Services
               Online  Store
               Inventory  Management
               Secure  Shopping  Cart
               Auto  Tax  Calculator
               Auto  Shipping  Calculator
               Order  Processing
               Merchant  Account  Services
               Auctions
     -    Community  Services
               Events  Calendar
               Reservations
               Appointments
               Polls
               Message  Boards
               Chat
     -    Management  Services
               Query  Reporting
               Analysis
               Custom  Reports
               Management  Console
               Notification
     -    Storage
               20MB  of  Disk  Space


                                       16
<PAGE>
                                    EXHIBIT C

                          MEMBERSHIP TERMS OF SERVICE

Welcome  to  www.YP.Net!  YP.Net,  Inc.  ("YP.Net"),  a             Corporation,
                                                       -------------
provides  the  web  site  YP.Net  and  all services offered through the web site
(collectively  the  "Site"),  subject to the following Web Site Access Agreement
("Agreement"). Your access to and use of the Site is governed by this Agreement.
As  used  in this Agreement "YP.Net" "We," "Us," or "Our" refers to YP.Net, Inc.
"You"  or  "Your"  refers  to you, a small business owner subscribing this Site.

                                TABLE OF CONTENTS
    ----------------------------------------------------------------------------
    |  1.   ELECTRONIC  TRANSACTIONS        11.  LINKS                         |
    |                                                                          |
    |  2.   DESCRIPTION  OF  SERVICE        12.  WARRANTIES                    |
    |                                                                          |
    |  3.   LICENSE  TO  USE  THE  SITE     13.  DISCLAIMER  OF  WARRANTIES    |
    |                                                                          |
    |  4.   PROTECT  YOUR  PASSWORD:        14.  LIMITATION  OF  LIABILITY     |
    |  YOU  AUTHORIZE  ALL  USES                                               |
    |  MADE  OF  IT                                                            |
    |                                                                          |
    |  5.   YP.NET'S  PRIVACY  POLICY       15.  THIRD  PARTY  BENEFICIARY     |
    |                                                                          |
    |  6.   CONDUCT  ON  THE  SITE          16.  EXPORT  CONTROLS              |
    |                                                                          |
    |  7.   CONTENT SUBMITTED TO            17.  AMENDING THIS AGREEMENT       |
    |  THE SITE                                                                |
    |                                                                          |
    |  8.   INDEMNITY                       18.  FEES;  PAYMENTS               |
    |                                                                          |
    |  9.   RECORD  RETENTION               19.  GENERAL  INFORMATION:         |
    |                                       WASHINGTON  CHOICE  OF             |
    |                                       LAW,  JURISDICTION  &  VENUE;      |
    |                                       ONE  YEAR  STATUTE  OF             |
    |                                       LIMITATIONS                        |
    |                                                                          |
    | 10   TERMINATION                                                         |
    ----------------------------------------------------------------------------

1.  ELECTRONIC  TRANSACTIONS
    ------------------------
Communications  and  transactions  at  this  Site  are conducted electronically.
YP.Net  may  provide all communications, disclosures, and notices electronically
including,  without  limitation, in text on a web page or via email to any email
address  you may provide. If you do not wish to deal with YP.Net electronically,
please  do  not  use  this  Site.

All  electronic  records  are  deemed sent when properly addressed and when they
enter  an  information  processing system outside the control of the sender. All
electronic  records  are  deemed  received when the record enters an information
processing  system  that the recipient has designated or uses for the purpose of
receiving  electronic  records  of  the  type  sent,  in a form capable of being
retrieved  from  that  system.


                                       17
<PAGE>
2.   DESCRIPTION  OF  SERVICES
     -------------------------

The Site currently permits small business owners to maintain a business presence
on  the  lnternet  via  personalized  web pages. Unless explicitly stated in any
offer  fromYP.Net  to  amend  this  Agreement,  any new features that augment or
enhance  the  current  Site,  including  the  release  of newYP.Net features and
services,  are  subject  to  this  Agreement.

3.   LICENSE  TO  USE  THE  SITE
     ---------------------------

YP.Net  hereby grants you a non-exclusive, non-transferable, personal license to
access  and  use  the Site solely as necessary to create and manage personalized
web  pages  solely  in  connection  with  the  operation  of a licensed business
("Account"), Except for the license in this Section 3, YP.Net retains all right,
title,  and  interest  in  and  to  the  Site. Subject to applicable law, YP.Net
reserves  the  right  to suspend or deny, at its sole discretion, your access to
all or any portion of the Site with or without notice. You may not access or use
the  Site  or  any  portion of the Site if such access would violate any law. We
advise  you  to  retain  a  copy  of  this  Agreement.  Permission to reprint or
electronically  reproduce any content available on the Site, in whole or in part
for  any  purpose  other  than as necessary to create and manage your Account is
expressly prohibited, unless you have obtained prior written consent fromYP.Net.
The Site is protected by copyrights, trademarks, service marks, patents or other
proprietary  rights  and  laws  under  both  United States and foreign laws. All
rights  not  expressly  granted herein are reserved to YP.Net and its licensors.

4.   PROTECTYOURPASSWORD;  YOU  AUTHORIZE  ALL  USES  MADE  OF  IT.
     -------------------------------------------------------------

You are responsible for maintaining the confidentiality of the password that you
choose  to  access and use the Site and your Account. Subject to applicable law,
you  agree  to  be  liable  for all uses of your Account whether or not actually
authorized  by  you,  including  but  not  limited  to  access  to  your Account
information  through  the  "Manage yourSite" feature. This means that you should
not  supply  your  password  to anyone who is not authorized to take actions for
you.

5.   YP.NET  PRIVACY  POLICY
     -----------------------

Our Privacy Policy is a part of this Agreement and its terms are incorporated by
this reference. Please read it now (by clicking on "Privacy Policy"). The policy
explains  how  certain  information  about  you  may  be  used.

6.   CONDUCT  ON  THE  SITE
     ----------------------

You  understand that all information, data, text, files, software, music, sound,
photographs,  graphics,  video,  messages  or other posted or transmitted by you
through your Account and the Site, are your sole responsibility. This means that
you,  and not YP.Net, are entirely responsible for all content that you or users
of  your  web  site upload, post or otherwise transmit via the Site. YP.Net does
not  control  the  content  on  this  Site  and does not guarantee the accuracy,
integrity  or quality of any content. You understand that by using the Site, you
may be exposed to content that is offensive, indecent or objectionable. Further,
you  agree  to  not  use  the  Site  to:

(a)     upload,  post  or  otherwise  transmit  any  content  that  is unlawful,
harmful,  threatening,  abusive,  harassing,  tortuous,  defamatory, slanderous,
vulgar, obscene, libelous, invasive of another's privacy, hateful, embarrassing,
or racially, ethnically or otherwise objectionable to any other person or entity
as  determined  by  YP.Net  in  its  sole  discretion;

(b)     impersonate  any  person  or  entity,  including,  but not limited to, a
YP.Net staff, or falsely state or otherwise misrepresent your affiliation with a
person  or  other  entity;

(c)     forge  headers  or otherwise manipulate identifiers in order to disguise
the  origin of any content transmitted through the Site or develop restricted or
password-only  access pages, or hidden pages or images (those not linked to from
another  accessible  page);


                                       18
<PAGE>
(d)     upload,  post  or  otherwise transmit any content that you do not have a
right  to transmit under any law or under contractual or fiduciary relationships
(such  as  inside information, proprietary and confidential information  learned
or  disclosed  as  part  of  employment  relationships  or  under  nondisclosure
agreements);

(e)     upload,  post  or  otherwise  transmit  any  content  that infringes any
patent,  trademark,  trade  secret,  copyright or other intellectual property or
proprietary  rights  of  any  party  or  the  privacy  or  publicity  rights  of
others;

(f)     upload,  post  or  otherwise  transmit  any  unsolicited or unauthorized
advertising,  promotional  materials,  "Junk  mail,"  "spam,"  "chain  letters,"
"pyramid  schemes,"  or  any  other  form  of  solicitation;

(g)     upload,  post or otherwise transmit any content that contains viruses or
any  other  computer code, files or programs which interrupt, destroy, limit the
functionality  of,  or  cause  damage  to  any  computer software or hardware or
telecommunications  equipment;

(h)  disrupt the normal flow of dialogue, cause a screen to "scroll" faster than
other  users  of  the  Site  are able to type, or otherwise act in a manner that
negatively  affects  other  users'  ability  to  engage  in real time exchanges;

(i)  interfere  with or disrupt the Site or servers or networks connected to the
Site,  or  fail  to  comply  with  any  requirements,  procedures,  policies  or
regulations  of  networks  connected  to  the  Site;

(j)  intentionally  or  unintentionally  violate  any  applicable  local, state,
national or international law, including, but not limited to, regulations having
the  force  of  law;

(k)  "stalk,"  harass,  or  otherwise  harm  another;

(1)  collect  or store personal data in violation of any laws governing privacy;

(m)  promote  or  provide  instructional  information  about illegal activities,
promote  physical harm or injury against any group or individual, or promote any
act  of  cruelty  to  animals;

(n)  use  your Account as storage for remote loading or as a door or signpost to
another  home  page,  whether  inside  or  beyond  the  Site;

(o) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site,
use  of  the  Site,  or  access  to  the  Site.

(p)  engage  in  any  other conduct that inhibits any other person from using or
enjoying  the  Site;

(q)  engage  in  any  other  behavior  on  the  Site,  which  in  YP.Net's  sole
discretion  is  unacceptable.

YP.Net  may  (but  is  not  obligated) to remove your content and terminate your
Account  and  access  to the Site for any reason, with or without notice to you,
including  without  limitation,  your  web page or any listings on your web page
that  do  not  conform  with  the  rules  for  the  Site,

7.  CONTENT  SUBMITTED  TO  THE  SITE
    ---------------------------------

By  submitting  content to the Site for any purpose, including use in connection
with  your  Account,  you  grant  YP.Net  a world-wide, royalty-free, perpetual,
irrevocable,  non-exclusive  license  to  use,  copy,  reproduce, modify, create
derivative  works  from,  adapt, and publish, edit, translate, sell, distribute,
publicly perform and display the content without any limitation and in any media
or  any  form  now  know  or  later  developed  for the purpose of providing you
services  under  this Agreement. You acknowledge that YP.Net does not pre-screen
content,  but  that  YP.Net  and  its designees will have the right (but not the
obligation)  in  their  sole  discretion to refuse or remove any content that is
available  via  the  Site.  You  agree that you must evaluate and bear all risks
associated with, the use of any content, including any reliance on the accuracy,
completeness,  or  usefulness  of  such  content.


                                       19
<PAGE>
8.  INDEMNITY
    ---------

You  agree  to defend, indemnify and hold harmless YP Net, and its subsidiaries,
affiliates,  officers,  directors,  agents,  co-branders  or other partners, and
employees,  harmless  from  any claim or demand, including reasonable attorneys'
fees,  due  to  or  arising  out  of  your content, your use of the Site or your
Account,  your  violation  of  the  this  Agreement or any third party's rights.
YP.Net  reserves the right, at its own expense, to participate in the defense of
any  matter  otherwise  subject  to  indemnification from you, but shall have no
obligation  to  do  so. You shall not settle any such claim or liability without
the  prior  written  consent  of YP.Net if the settlement would affect YP. Net's
ability  to  provide  the  Site.

9.  TERMINATION
    -----------

YP.Net may terminate this Agreement and your access to the Site upon thirty (30)
days  notice with or without cause. YP.Net may terminate this Agreement and your
access  to  the Site immediately if you breach this Agreement. In the event that
YP.Net  terminates  this  Agreement  without  cause  and  you  have  prepaid for
services,  you  may  request  a  refund  of  any  undisputed  prepaid  fees.

10.  LINKS
     -----

We  may  provide, or third parties may provide, links to other Internet sites or
resources.  YP.Net is not responsible for and does not endorse the informational
content  or  any  products or services available through other Internet sites or
resources,  and  does  not  make  any  representations  regarding its content or
accuracy.  We  do  not  control  any  third  party Internet sites and we are not
liable  for  any  technological,  legal, or other consequences that arise out of
your  visit  or transactions there. Your use of third party Internet sites is at
your  own  risk  and  subject to the terms and conditions of use for such sites.
This  means  that we are not your agent and will not be a party to any agreement
that  you  may  enter  at  third  party  Internet  sites.

11.  WARRANTIES
     ----------

You  represent  and  warrant  for  the benefit of YP.Net and YP.Net's licensors,
suppliers, and any third parties mentioned on the Site that: (a) you possess the
legal  right  and  ability  to  enter  into  and  make  the  representations and
warranties  contained  in this Agreement; (b) all information that you submit to
us  is  true  and  accurate;  (c)  you  will  Keep your registration information
current;  (d)  you  will be responsible for all use of your Account even if such
use was conducted without your authority or permission; (e) you will not use the
Site  for  any purpose that Is unlawful or prohibited by this Agreement; and (f)
all  content  submitted  to  the  Site  is  owned by you and YP.Net's use of the
content  does  not infringe or violate the intellectual property or other rights
of  any  third  parties;  and  (g)  you  have  a  valid  business  license.

12.  DISCLAIMER  OF  WARRANTIES
     --------------------------

THIS  SITE  AND ALL INFORMATION ACCESSIBLE ON OR THROUGH IT IS PROVIDED "AS IS,"
"AS  AVAILABLE,"  "WITH  ALL  FAULTS,"  AND WITHOUT WARRANTY OF ANY KIND. YP.Net
GIVES  NO  EXPRESS  WARRANTIES  AND  DISCLAIMS:  (A)  ALL  IMPLIED  WARRANTIES,
INCLUDING.  BUT  NOT  LIMITED  TO,  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR  PURPOSE;  AVAILABILITY  OF  THE SITE; LACK OF VIRUSES, WORMS, TROJAN
HORSES,  OR  OTHER  CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES;
ACCURACY,  COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY
CONTENT  ON  THE SITE; AND (B) ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT
OR  LACK  OF  NEGLIGENCE IN CONNECTION WITH THE SITE OR CONTENT AVAILABLE ON IT.
THE  ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN
CONNECTION  WITH  THE  SITE  AND  CONTENT  AVAILABLE  ON  IT  IS  BORN  BY  YOU.
IN  ADDITION,  YP.Net  DISCLAIMS  ANY  WARRANTIES OF NON-INFRINGEMENT, TITLE, OR
QUIET  ENJOYMENT  IN  CONNECTION  WITH THE SITE AND INFORMATION AVAILABLE ON IT.

13.  LIMITATION  OF  LIABILITY
     -------------------------

IN  NO  EVENT WILL YP.Net BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL,  PUNITIVE,  EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES (INCLUDING, WITHOUT


                                       20
<PAGE>
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA,  PERSONAL INJURY, FAILURE TO MEET ANY DUTY INCLUDING ACTS OF GOOD FAITH OR
OF  REASONABLE  CARE,  LACK  OF NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER
LOSS  WHATSOEVER)  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE THIS SITE
AND  ANY  INFORMATION AVAILABLE ON IT, THE DELAY OR INABILITY TO USE THE SITE OR
ANY  INFORMATION,  EVEN  IN  THE  EVENT  OF= FAULT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OFYP.Net AND EVEN IF
YP  Net  HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THESE LIMITATIONS
AND  EXCLUSIONS  REGARDING  DAMAGES  APPLY  EVEN  IF  ANY  REMEDY  FAILS.

NOTWITHSTANDING  THE  FOREGOING, IN NO EVENT WILLYP.Net BE LIABLE FOR ANY AMOUNT
IN  EXCESS  OF  THE  AMOUNT  PAID  BY  YOU  TO  US  FOR  USE  OF  THE  SITE.

SOME  JURISDICTIONS  DO  NOT  ALLOW  THE  EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION  OR  EXCLUSION  OF  LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
ACCORDINGLY,  SOME  OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY
TO  YOU.

14.  THIRD  PARTY  BENEFICIARY
     -------------------------

Community  IQ,  Inc., d/b/a Vista.com is Washington State corporation located at
11241  Willows  Road, Suite 100 Building C, Redmond WA 98052, which will provide
the  web  site  development  and  maintenance services for YP.Net as anticipated
under  this  Agreement.  You  hereby  agreethatVista.com,  is  a  third  party
beneficiary  to  this  Agreement  and  will  enjoy all the rights and privileges
ofYP.Net  as  set  forth  herein.

15.  EXPORT  CONTROLS
     ----------------

You  agree  to abide by U.S. and other applicable export control laws and not to
transfer,  by  electronic  transmission  or  otherwise,  any content or software
subject  to  restrictions under such laws to a destination prohibited under such
laws, without first obtaining, and then complying with, any requisite government
authorization.  You  further  agree  not  to  upload  to your web site(s) hosted
byYP.Net  any  data  or  software  that cannot be exported without prior written
government  authorization,  including,  but  not  limited  to,  certain types of
encryption  software.

16.  AMENDING  THIS  AGREEMENT
     -------------------------

This  Agreement  constitutes  the  entire agreement between you and YP.Net about
this  Site  and  your  use  of it and it supercedes any prior or contemporaneous
communications  or displays whether electronic, oral, or written between you and
YP.Net  regarding the Site (including, but not limited to, any prior versions of
the  Agreement).  Except  as  described below in Section 17 regarding changes to
fees,  this  Agreement may not be amended except by a specific offer from YP.Net
designated as an offer to amend its terms which is accepted by you in the manner
indicated  in  the  offer,  if  you accept the amended terms, they supercede any
previous  terms  in  the Agreement (or any amended version of the Agreement). If
you do not accept the amended terms, you may terminate the Agreement and request
a  refund  of  any  undisputed  prepaid  fees.

17.  FEES;  PAYMENT
     --------------

Your  use  of the Site and your Account is subject to fees that YP.Net sets from
time  to  time.  Click  here  to  see  the current fee schedule for the services
offered  at  the  Site.  YP.Net reserves the right to change its services or any
fees  charged  for  them upon 30 days' notice. If you do not agree to changes in
fees,  you may terminate your Account. You are responsible to pay YP.Net for ail
fees,  duties,  taxes,  and assessments arising out of your use of this Site and
your  Account. Current applicable charges for the services are due in advance of
each  month  for which the services are provided. If any service, other than the
basic  service  plan,  is  selected  by  you,  payment shall be due in full upon
ordering  the  service.  Only


                                       21
<PAGE>
valid  credit  cards  acceptable  to YP Net may be used for orders placed at the
site,  and  all  refunds  will  be credited to the same card. By submitting your
order for processing, you authorize us to charge your order (including taxes and
any amounts shown to you before submission) to your card. If your card cannot be
verified,  is  invalid,  or  is  not  otherwise  acceptable,  your order will be
suspended  automatically and we will send you an e-mail notice. You must resolve
any  problem within the time stated in the email notification or your order will
be  cancelled  without  further notice. You will also be liable for all attorney
and  collection fees arising from YP.Net's efforts to collect any unpaid balance
of  your  Account(s).

18.  GENERAL  INFORMATION
     --------------------

This  Agreement  does  not  create  any  agency,  employment, partnership, joint
venture,  franchise  or  other  similar  or special relationship between you and
YP.Net.  Neither  party will have the right or authority to assume or create any
obligations  or to make any representations, warranties or commitments on behalf
of the other party or its affiliates, whether express or implied, or to bind the
other  party  or  its  affiliates  in  any  respect  whatsoever.

Your  rights  and  obligations  under this Agreement shall not be transferred or
assigned  directly  or  indirectly  without the prior written consent of YP.Net.

This  Agreement  and  the relationship between you and YP.Net is governed by the
laws  of  the State of Arizona without regard to its conflict of law provisions.
You and YP.Net agree to submit to the personal and exclusive jurisdiction of the
courts  located within the county of Maricopa, Arizona. The failure of YP.Net to
exercise or enforce any right or provision of this Agreement will not constitute
a  waiver  of  such  right  or  provision.

If any provision of this Agreement is found by a court of competent jurisdiction
to  be  unenforceable, then the provision (or portion) will be deemed superseded
by  valid  enforceable  language  that  most  clearly  matches  the  intent  and
allocation  of  risk  in  the  original  provision  (or  portion), and the other
provisions  of  this  Agreement  remain in full force and effect. You agree that
regardless  of  any statute or law to the contrary, any claim or cause of action
arising  out  of  or  related to use of the Site or this Agreement must be filed
within  one  (1)  year  after  such claim or cause of action arose or be forever
barred. The section titles in the Agreement are for convenience only and have no
legal  or  contractual  effect


                                       22
<PAGE>
                                    EXHIBIT D

                                 PRIVACY POLICY

                           YP.NET USER PRIVACY POLICY

This  Privacy  Statement  describes  how  YP.Net,  Inc.  may  collect  and  uses
information  through  www.YP.Net  ("Site").

WHAT  INFORMATION  MIGHT  YP.NET  COLLECT  FROM  USERS  OF  THE  SITE?

YP.Net and YP.Net's service providers might collect information that you provide
that  personally  identifies  you  when  you  use the Site. Such information may
include,  but  is  not  limited to, your name, e-mail alias, user identification
password  and other information which can be connected to you via use of cookies
(described  below)  (collectively  "Personal Information"). Additionally, in the
event  that  you  purchase  products  or services from the Site you will need to
disclose financial information such as a credit card to pay for such products or
services  ("Financial  Information"). YP.Net may collect "Aggregate information"
which  does  not indicate the identity of any particular user, but describes the
habits,  usage  patterns  and/or  demographics  of  users  as  a  group.

WHAT  ARE  COOKIES  AND  HOW  ARE  THEY  USED?

A  cookie  is  a  very  small  text file placed on your hard drive by a computer
server.  It  serves  as  your identification card and is uniquely yours. Cookies
tell  us  that you returned to a specific web page on our Site and help us track
your  preferences  and transactional habits. Cookies recognize your password and
help  us  personalize  your  experience  at  the Site by permitting our computer
server  to  "remember"  who  you  are.

By modifying your browser preferences you may chose to accept all cookies, to be
notified when a cookie is set, or to reject all cookies. If you choose to reject
all  cookies  you  may  be  unable  to  use  those  YP.Net services that require
registration  in  order  to  participate.  Generally,  we  might use cookies to:

(1)  Remind us of who you are. This cookie is set when you register or "Sign In"
and  is  modified  when  you  "Sign  Out"  of  ourYP.Net  services.

(2)  Estimate our audience size. Each browser accessing YP.Net is given a unique
cookie  which  is  then used to determine the extent of repeat usage, usage by a
registered  user  versus  by  an  unregistered  user,  and  to  help  target
advertisements  based  on  user  interests  and  behavior.

(3)  Measure  certain  traffic  patterns, which areas of YP.Net you or your page
visitors have visited, and those visiting patterns in the aggregate. We use this
research  to  understand how our users' habits are similar or different from one
another  so  that we can make each new experience on YP.Net a better one. We may
use  this  information to better personalize the content, banners and promotions
that  you  and  other  users  may  see  on  our  sites.

(4)  YP.Net  might  also  collects IP addresses for system administration and to
report  aggregate  information  to  our  advertisers.

HOW  MIGHT  YP.NET  USE  AND  SHARE  MY  PERSONAL  INFORMATION?

For  Small  Business  Owners.
-----------------------------

YP.Net  and  YP.Net's  service  providers might use your Personal Information to
operate  the  Site,  provide  you  services,  open  your Account, and enforce or
investigate  your  Membership  Terms of Service and claims regarding it. We also
collect  and  store  Personal  Information  regarding  users  that  access  your
personalized  web  pages  (your  Account).


                                       23
<PAGE>
For  General  Users  Visiting  Small  Business  Owner  Web  Pages.
-----------------------------------------------------------------

YP.Net  and  YP.Net's  service  providers might use your Personal Information to
operate  the  Site  provide you services, and to enforce or investigate our User
Terms  of  Service  and  claims  regarding  it. Your Personal Information may be
stored  and  it may be shared with the small business owners whose web pages you
visit.  YP.Net does not control the use of your Personal Information made by any
small business owner-so please contact them directly if you have questions about
their  policies  concerning  the  use  of  your  Personal  Information.

PROMOTIONAL  OFFERS  FROM  YP.NET  AND  FROM  THIRD  PARTIES

We  may  send  you  information  from  time  to  time about YP.Net's promotional
offerings and we may share your Personal Information with third parties who wish
to  send  you  promotional  offerings.  Your  consent  to receipt of promotional
offerings  may  be  given  to  us  via  or in response to an email communication
requesting  your consent or otherwise during registration for use of the Site in
the appropriate check boxes (if any) within the Site signifying your consent. To
stop  delivery  of  pro  motional  information from YP.Net please send e-mail to
memberservices@YP.Net.  You  may  also  be  able to stop delivery of promotional
---------------------
offerings  from  others  by  contacting  them  directly.

OTHER  SITUATIONS  IN  WHICH  PERSONAL  INFORMATION  MAY  BE  DISCLOSED

We  store and disclose Personal Information as allowed or required by applicable
law or when deemed advisable in YP.Net's discretion. This means that we may make
disclosures  that  are necessary or advisable to conform to legal and regulatory
requirements  or  processes  and  to  protect the rights, safety and property of
YP.Net,  users  of  the  Site  and  the  public.

FINANCIAL  INFORMATION:  Generally,  we  do not share Financial Information with
outside  parties  except to the extent necessary to provide you with any product
or  service  that  you  may  have  purchased.

AGGREGATE  INFORMATION:  YP.Net and YP.Net's service providers reserve the right
to  freely  use and distribute all Aggregate Information collected at this Site.

WHAT  IS  YP.NET'  POLICY  ABOUT  ALLOWING  ME  TO UPDATE OR CORRECT MY PERSONAL
INFORMATION?

You may update or edit your Personal Information at any time, if you are a small
business  owner,  by  accessing  your  Account, or if you are a user of the Site
generally  by  sending  email  to  memberservices@YP.Net.
                                   ---------------------

WHAT  SECURITY  PRECAUTIONS  ARE  IN  PLACE  TO  PROTECT  THE  LOSS,  MISUSE, OR
ALTERATION  OF  MY  INFORMATION?

We  take  reasonable  steps  to  protect Personal Information and use encryption
technology  to  help  ensure security at the Site. However, no data transmission
over  the  Internet or any wireless network can be guaranteed to be 100% secure.
As  a result, while we strive to protect your Personal Information YP.Net cannot
ensure  or  warrant  the  security  of any information communicated to the Site.

QUESTIONS,  COMMENTS,  CONCERNS

If  you  have  any  questions or comments about our use of Personal Information,
please  contact  us  at  memberservices@YP.Net.
                         ---------------------


                                       24
<PAGE>


                                    EXHIBIT E

                                    MARKETING

VISTA.COM  OBLIGATIONS:

1.   Provide  position  statements, marketing data, and branding requirements to
     YP.Net  to  promote  the  Private  Label  Service,

2.   Promote  Private  Label  Service  via:
     2.1. A  mutually  agreed  upon  press  release
     2.2. Additional  marketing  promotions  will be mutually agreed upon by the
          parties
     2.3. Email,  Newsletter










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                                    EXHIBIT F
                              MONTHLY SERVICE FEE


             Maximum  Number        Monthly  Per  Site
          -----------------------  ---------------------
          of  Pages  Per  Site            Charge
          -----------------------  ---------------------
                   56                     $6.50










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