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Agency/Client Agreement - The Corsi Agency Inc. and YP.Net Inc.

Services Forms



AGENCY/CLIENT  AGREEMENT

                                  YP.Net, Inc.
                       4840 East Jasmine Street, Suite 105
                                 Mesa, AZ 85205


<PAGE>
AGENCY/CLIENT  AGREEMENT

This  will  confirm  that  your  company  has  retained  The  Corsi Agency, Inc.
(hereafter  referred  to  as  "Agency)  as  your exclusive agency to provide the
services  listed below under "C" for YP.Net, Inc., an Arizona Corporation, doing
business  as  YP.Net  (hereafter  referred  to  as  "Client").

Effective:  November  1,  2000

A.     PROPRIETARY  RIGHTS
       -------------------

All  ideas  strategies  concepts,  renderings,  o

                 other  similar  property  developed  by,  arising  out
of,  or  as  a result of our relationship, once paid for by Client, shall be the
sole  property  of  Client.

B.     CONFIDENTIALITY
       ---------------

     11  disclosure  by Client to Agency, and all information obtained by Agency
pursuant  to or by reason of our relationship, and all correspondence pertaining
thereto  shall  be confidential. Such information shall not be used by Agency or
disclosed  to  others  without  prior  written  consent  of  Client.

C.     PERFORMANCE
       -----------

This  project  will  be  undertaken  in  two  phases:

During  Phase  1,  during  the  time period of November 1 -January 31, 2000, the
Agency shall develop and execute a sound investor relations program on behalf of
the  Client.  During that period the Agency shall prepare press releases for the
Client  with information supplied by the Client for submittal to the news wires.
Agency will meet with and advise Client on the proper way of 11 getting the news
out"  about  the company and it's affairs and will assist and devise an investor
relations  and  analysts  plan that can be implemented in Phase 2The Agency may
also  provide  counsel  in  the  areas of financial communications and corporate
imaging.

During  Phase  2,  starting February 1, 2001, and continuing for a period of one
year,  the  Agency  shall  provide counsel in the area of investor relations, as
well  as in the areas of public relations, media relations, community relations,
consumer  relations,  industry  relations, analyst relations, and event planning
and  implementation.  The  Agency  may  also  provide  counsel  in  the areas of
financial  communications  and  corporate  imaging.

Corsi/YP.Net  Agency  Agreement
10/26/00


<PAGE>
D.     RETAINER  FEE
       -------------

During  Phase 1, a monthly retainer fee of $9,500.00, for the services described
above,  will  be  due  on  the  first  day  of  each  month  of  service.

During  Phase  2, the investor relations retainer fee of $9500.00 will continue;
additional  Public Relations retainer fees will be negotiated prior to the start
of  Phase  2,  February  1,  2001.

During  Phase  1  and  at  all times thereafter Agency shall provide to Client a
monthly  reconciliation  of  the  time  spent  on  Client's project(s) as billed
against  the  retainer.  This will assist both parties in the negotiation of the
fees  and  retainer for Phase 2 and any subsequent retainers for other projects.

In  addition  to retainer(s), Agency to bill client monthly for clipping service
(estimated  to  be  $265.00)  plus  an  additional  amount  for  each  clip page
(estimated  to be $1.45 each) clipped by the service. Agency will provide client
with  copies  of  the  clips  as  they  are  received and a summary of the clips
received  will  be  included  with  the  client  report.

Fees  and  clipping service fee to be invoiced on the first of the month and are
due and payable on the first of the following month. Payment must be received by
agency  for  work  to continue. Payment of the first two retainers (November and
December)  must  be  received  before  work  is  started.

E.     PROJECTS
       --------

Projects  involving Crisis Communications or Crisis Management are billed at the
hourly  rates (see appendix), if the hours covered Linder the retainer have been
exhausted.  These  charges  are  billed  monthly  as  incurred.

Projects  beyond  the  scope of those covered by the monthly retainers described
above  are  estimated  and  billed  separately by Agency. These projects require
approval  by  Client  prior to time being incurred. These projects would include
extraordinary  activities  such  as attendance at, and travel to and from: press
conferences,  trade  shows, analysts tours and media tours. These projects would
also  include  media  kits,  launches, events, promotions, press conferences and
other  such  projects  or  events.  Projects  require  a  50%  payment  prior to
commencement of the assignment. The balance of the approved project cost will be
billed  upon  completion.

F.     MISCELLANEOUS  EXPENSES
       -----------------------

Client  authorizes  Agency  to  act as its agent in purchasing the materials and
services  required  to  perform agreed-upon projects and services on its behalf.

Corsi/YP.Net  Agency  Agreement
10/26/00


<PAGE>
No  miscellaneous  out-of-pocket  expenses  over  $200  shall be incurred by the
Agency  without  Client  approval. All such expenses are billed to the Client at
net  cost. Items included in this category are messengers, air express, freight,
postage,  telephone/fax  charges,  travel  on  the  Client's  behalf,  etc.

G.     ESTIMATES
       ---------

Client to be furnished with a written estimate of costs before work commences on
any  phase  of  a project or job failing outside the scope of retainer services.
Client will be asked to sign and return a copy of this work estimate, along with
a  50%  payment,  in  advance,  thereby  authorizing  Agency to commence work.

Estimates  reflect the Drobable costs based on information Drovided to Agency at
such  time.  Costs may increase or decrease due to Client changes, specification
changes, or other items beyond the Agency's control.  Client will be notified of
all  cost  increases above $200 before work is processed by phone or in writing,
if  time  permits  to  extend  purchase  order.

H.     PAYMENT
       -------

Client hereby agrees to pay retainer invoices submitted by Agency within fifteen
(15)  days  and  to pay all other invoices submitted by the Agency within thirty
(30)  days.  All  applicable sales and/or use taxes will be billed to Client for
each  project.  Estimates  of  projects  do  not  include  taxes.

Invoices  not  paid  within  thirty (30) days will incur interest charges at the
rate  of  1.5%  interest  per  month  until  paid.

Accounts  unpaid  at 60 days shall be placed on credit hold and work in progress
terminated  until  such  time  as  the  account  becomes  current.

I.     TERMS  AND  CANCELLATIONS
       -------------------------

1. The terms of this agreement are subject to review at any time. This agreement
is  cancelable  by  Client  or  Agency.  Effective date of cancellation shall be
thirty  (30)  days  after  receipt  of  written  notice.

2.  During  this  thirty (30) day period, all terms and conditions stated herein
remain  in  effect.  At  the  time of notification, all work in progress will be
reviewed  and  completion  details  determined.  All costs to Agency incurred on
Client's  behalf  will  be  billed  to  Client,  whether  or  not  projects  are
completed.  Attorney  and/or  collection  fees  will  be  charged in addition to
balance  due  if collection proceedings become necessary to secure moneys due to
Agency.

3. This agreement shall be governed and construed in accordance with the Laws of
the  State  of  California.

Corsi/YP.Net  Agency  Agreement  10/26/00


<PAGE>
4.  Agency  agrees  that  Client  shall have the right to approve of any and all
advertising  or  public  relations  materials  before  they  are  published  or
disseminated  by Agency. In the event that Client makes any correction or change
in  copy  or  other  materials  submitted to it by Agency, Agency shall have the
right  to  approve  said  changes  prior  to  publication  or  dissemination.

5.  Client  agrees to defend, indemnify and hold harmless Agency of and from any
and  all claims, fines, losses, damages, costs, expenses, payments, judgments or
settlements,  (including  reasonable attorney's fees and costs of court) arising
out  of  the  services  performed by Agency for Client under this agreement, the
contents  of  or  use,  publication  or  dissemination  of  a  news  release,
advertisement,  commercial  or any other communication or the use of any product
or  service advertised or publicized therein or thereby. Provided, however, that
the  obligation  to  defend, indemnify or hold harmless herein shall not include
any  negligent  or  wrongful  act by Agency or the contents use, publication, or
dissemination  of  any  documentation  or  information  by  Agency  which is not
previously  approved  in  writing  by  Client.

Please sign and return to Agency the original of this letter and retain one copy
for  your  files.

Respectfully,
The  Corsi  Agency

By:



AGREED  TO  AND  ACCEPTED:

By:

Name

Corsi/YP.Net  Agency  Agreement  10/26/00

Title

DATE:

DATE:



<PAGE>
APPENDIX

                                The Corsi Agency
                                  Service Fees

Agency  Principal/Director  of  Public  Relations
Account  Supervisor
Senior  Account  Executive
Account  Executive
Account  Assistant
Account  Coordinator

Corsi/YP.Net  Agency  Agreement  10/26/00

$275/hour
$175/hour
$175/hour
$150/hour
$135/hour
$85/hour


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