AUTHORIZATION TO PERFORM BUSINESS VALUATION

THIS AGREEMENT ("Agreement") is entered into between IPA Advisory & Intermediary
Services,  1250  Barclay Blvd., Buffalo Grove, Illinois, an Illinois corporation
("Advisor"), and  YP.Net, Inc., a Nevada corporation   ("Client").
                 -------------------------------------

Advisor  will  perform  a  Valuation  of client business; prepare and deliver to
Client a Valuation Report.  The non-exclusive services of Advisor shall include,
but  not  be  limited  to,  taking  any  and  all  steps  necessary  to:

       -  Analyze and evaluate the worth of client business;
       -  Recast  the  business'  financial  statements,   where  necessary  and
          appropriate, to accurately reflect existing business conditions;
       -  Develop forecasts and pro forma financial statements for future years;
          and
       -  Where  possible,  recommend  changes to  Client's  accounting  system,
          operating  systems,   procedures  and  policies  where,  in  Advisor's
          professional  judgment,  the  implementation  of  such  changes  would
          increase the value and enhance the salability of client business.

Advisor  will  deliver the Valuation Report within 60 days subsequent to receipt
from  Client  of  the  past  three  years  Financial  Statements, and such other
information  as  is  deemed  necessary  by  Advisor,  or  from the on-site visit
(whichever  occurs  last).

The  services  provided  hereunder  shall  not  include accounting, legal, asset
appraisal,  development  and  implementation  of systems, procedures, or pricing
recommendations,  business  brokerage services, or estate and financial planning
services.  If  it  is determined that any of these services are required, Client
may obtain such services under separate agreement with affiliates of Advisor, or
such  other  independent  advisors  as  Client  determines  appropriate.

Advisor  shall  receive  a  professional  services  fee  of  US  $   37,500    .
                                                                   ------------
This fee is payable  upon  execution  of  this  authorization.

Advisor  shall  not  make  public  or  disclose  to  anyone outside of Advisor's
organization,  affiliated  companies,  or  independent  sources, without express
authorization  of  Client,  any  information  concerning  Client's  identity,
customers,  markets,  products,  financial  history  or  current  financial
circumstances.

Please  initial  each  item  below  indicating  your  understanding:

  X  No estimate of value (or indicated minimum value) for the business has been
---- provided,  nor will be provided prior to the  presentation of the Valuation
     Report.

  X  No  assurance or guarantee  was given that the business  would be sold,  or
---- financing   obtained,   by  virtue  of  the   Valuation   services   herein
     contemplated.

  X  No assurance or guarantee was given that Advisor has a specified  buyer for
---- Client.


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It is  understood  that  Advisor  is  an independent  valuation company and will
Present an unbiased Valuation utilizing the following:

                           -  Market research
                           -  Historical accounting & operating information
                           -  Market conditions
                           -  Economic conditions
                           -  Competitor analysis
                           -  Information provided by Client
                           -  Application of professional standards for business
                              valuation

Nothing  in  this  Agreement  shall  be  construed  to  constitute a partnership
between,  or joint venture by, the parties hereto, or constitute either party as
the  agent  or  employee  of  the  other.

Client  shall  indemnify Advisor and each of its affiliates, officers, employees
and  agents  against  any  loss  resulting  from  any  claim or legal proceeding
whatsoever, asserted or brought by third parties, relating to the performance of
any  services  of  Advisor  under  this  Agreement.

THIS  IS  NOT  AN AGREEMENT TO UNDERTAKE THE SALE OF CLIENT BUSINESS AND ADVISOR
MAKES  NO REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE BUSINESS WILL BE SOLD BY
VIRTUE  OF  THE  SERVICES  CONTEMPLATED  TO  BE  RENDERED  UNDER THIS AGREEMENT.

It  is expressly agreed that this printed document embodies the entire agreement
of  the  parties in relation to the subject of Business Valuation Services to be
rendered  by  Advisor; no other understanding or agreement, verbal or otherwise,
exists  between  the  parties,  except  as  herein  expressly  set  forth.  No
supplement, modification, or amendment of this Agreement shall be binding unless
executed  in  writing  and  expressly  agreed  to  by  the  parties.

It  is  agreed that exclusive jurisdiction shall vest in the Nineteenth Judicial
District  of  Lake  County,  Illinois,  Illinois  law  applying.

Client:  YP.Net, Inc.                      Advisor:  IPA Advisory & Intermediary
       -------------------------                     Services, Inc.

By:  /s/  William O'Neal
   ----------------------------

Print Name:  William O'Neal                By:
           ---------------------              ----------------------------------

Title:  President                          Title:
      --------------------------                 -------------------------------

Date:    12/8/99                           Date:
     ---------------------------                --------------------------------



IPA  Advisory  & Intermediary  Services  -  1250  Barclay  Blvd., Buffalo Grove,
              Illinois 60089 - (888) 472-0808 - Fax: (847) 808-5599


<PAGE>
INTERNATIONAL  PROFIT  ASSOCIATES,  INC.
1250 Barclay Boulevard, Buffalo Grove, Illinois 60089
                                                          Management Consultants
                                             1-800-531-7100 - Fax # 847-808-5594

================================================================================

Address  4840 E. Jasmine St. #105            Telephone  (480) 654-9646  x234
        ------------------------------------           -------------------------
City   Mesa               State   AZ         Fax   (480) 654-9727
    ----------------------     --------------   --------------------------------
Zip Code   85205       County   Maricopa     Date   12/8/99
        ---------------      ----------------    -------------------------------

We engage you to analyze the items below and appraise their effect on our volume
and  profit.


    1. Sales  and  Marketing    5. Labor  Costs     9. Material  Flow
    2. Operations               6. Overhead        10. Cash  Flow
    3. Administration           7. Productivity    11. Any Other Unique Concerns
    4. Material  Costs          8. Overtime


It  is  agreed  that  you  will  discuss:

     A.  The  improvements  possible.
     B.  Estimated  net  benefits  to  us  of making necessary improvements.
     C.  The  fee  for  your  services  to  install  the  improvements.

You  are authorized, and we agree,  to make a comprehensive study of our company
beginning  December  9,  1999  for  which  we  agree to pay International Profit
          --------------------
Associates  twelve  hundred  dollars.  This  represents  your  full fee for this
analysis.  The fee will be payable upon satisfactory completion of the analysis.
All information  obtained by I.P.A.  during  the course of the analysis shall be
held in  strictest  confidence.

Accepted:


International  Profit  Associates            Yours very truly,

/s/  Douglas A. McCle                        Y.P.Net, Inc.
---------------------------------            -----------------------------------
By                                           Company  name

Senior Executive                             /s/  William O'Neal
---------------------------------            -----------------------------------
Title                                        Authorized  by

        ----------------                     President
---------------------------------            -----------------------------------
No.                                          Title

                                             Employees   Estimated Annual Volume
                                               23           $15,000,000


                                PROFIT ENGINEERING
<PAGE>