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Master Database and Services Agreement & Terms & Conditions - infoUSA Inc. and YP.Net Inc.

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                                  infoUSA, Inc.
                     Master Database and Services Agreement
                               Terms & Conditions

This agreement (the "Agreement") is entered into this 31st day of July, 2002
between infoUSA, Inc., a Delaware Corporation, with its principal place of
business at 5711 South 86th Circle, Omaha, Nebraska 68127, and

(hereinafter  known  as  "Customer")     YP.NET, Inc., Yellow-Page.Net,
                                         Simple.Net Group, Telco Billing, Inc.,

with its principal place of business at  4840 E. JASMINE STREET, SUITE 105,
                                         MESA, AZ 85205

Phone:                                   480-325-4303

The parties to this Agreement, in consideration of the mutual covenants set
forth herein, agree as follows.

                                   A. DURATION
This Agreement, which includes the Terms and Conditions attached hereto and
incorporated by reference herein, is effective from the above date and shall
remain in force for a term of three year(s) (Initial Term), unless otherwise
terminated in accordance with the provisions contained herein. Following the
Initial Term, the Agreement may be renewed for subsequent terms of 1 year each.
As used herein, "Term" shall mean the Initial Term and any renewal term. Renewal
shall be automatic unless either party notifies the other of its desire not to
renew at least ninety (90) days prior to the end of the then current Term;
provided, however, that either party may terminate the Agreement immediately in
the event the other party is in default hereunder and fails to cure such default
within forty-five (45) days of written notice from the other party specifying
the nature of such default.
                                   B. PURPOSE
Customer shall have use of the Licensed Data for marketing to prospects. The
Licensed Data may be used for direct marketing activities, database marketing,
telemarketing, market analysis, or for any other permitted use as described
below. The Licensed Data is for: (check one)    single use/ X multiple use. If
                                            ---            ---
Customer has multiple subsidiaries and divisions, the use of the Licensed Data
will be limited to the entity or division executing this Agreement. Upon
completion of the authorized use of the Licensed Data, Customer shall delete all
Licensed Data from its database and files, and return all copies of the Licensed
Data to infoUSA and cease any and all use of the Licensed Data.
OTHER PERMITTED USE: Data to be used for Direct Mail, Telemarketing and Market
Research only.

                                C. LICENSED DATA
infoUSA shall provide to Customer the Licensed Data as specified in Appendix B
attached hereto and incorporated herein by reference.

                                    D. PRICE
For the use of infoUSA's Licensed Data, Customer agrees to pay infoUSA a license
fee as set forth below, plus state sales tax and shipping charges:
     First Year Fee            $

     Each Subsequent Year      $

     Other fee arrangement     $20,000.00

DELIVERY.  1st Yr.

     Following years 4 quarterly updates at $5,000 per update.

     The fee shall be due upon receipt of infoUSA's invoice.

                                  E. OWNERSHIP
infoUSA is the sole owner, copyright holder, or a licensed distributor of all
data covered in this Agreement. Customer acknowledges that ownerhsip in and to
the data licensed under this Agreement remains with infoUSA and that Customer
has no rights of use, ownership, distribution, or transmittal outside the
purposes described in this Agreement. All displays of infoUSA data in print or
electronic media must carry infoUSA's copyright notice as follows: "Data
provided by infoUSA, Omaha, NE, Copyright (C) 2001, All Rights Reserved."

During  the  Term,  Licensee  agrees  to  each  of  the following (with the more
restrictive applying in the event of a conflict):

(i)     Store  the  Database  in  its  original  form  at  its  primary place of
business,  and,  upon  prior  written  notice  to  Licensor,  such  other places
consistent  with  this  Agreement  and  not  make or permit to be made any other
copies  of  the Database; provided, however, at each location where the Database
is  properly  stored, one copy of the Database may be made for back-up purposes;
and  provided, further, that upon prior written notice to Licensor setting forth
in  reasonable  detail the reasons for additional copies, such additional copies
may  be  made;

InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 1 of 4


(ii)     Use the Database in compliance with (a) all federal, state and local
laws, statutes, rules, regulations and ordinances including, without limitation,
the FCRA, (b) all applicable privacy and data protection laws, rules and
regulations, (c) all regulations, rules and policies adopted by Licensor, and
(d) all regulations, rules and policies published by associations or groups in
which Licensor is or becomes a member and to which regulations, rules and
policies Licensor adheres; provided, however, that Licensor shall provide
Licensee with copies of any such regulations, rules and policies and such
regulations currently available and that are published in the future;

(iii)     Require that all marketing efforts, solicitations, advertising copy
and other communications derived either in whole or in part from the Database
(a) not contain any reference to any selection criteria or presumed knowledge
concerning the intended recipient of such solicitation or the source of such
recipient's name and address, (b) be designed such that the recipient of such
communication cannot determine that state title or registration information was
used as an information source; and (c) be in good taste in accordance with
generally recognized standards of high integrity;

(iv)     Restrict its Customers from using telephone numbers or vehicle
identification in any telemarketing script or in the address, envelope or body
of a letter, solicitation, advertisement or the like that is used in a direct
marketing program;

(v)     Use information derived either in whole or in part from the Database
solely for its own marketing programs, decision support purposes or information
services for the purposes set forth in Appendix B;

(vi)     Adhere to the restrictions regarding promotional mailings set forth in
Appendix C.

(vii)     Adhere to the Confidentiality Statement set forth in Appendix A.

                       G. NEGATIVE COVENANTS OF LICENSEE.
During the Term, Licensee agrees not to:

(i)     make the Database or any portion thereof available in an on-line
environment except by an appropriately secured and encrypted bulletin board
service, tape-to-tape batch transmission, or remote job entry;

(ii)     Use the Database, either in whole or in part, as a factor in (a)
establishing an individual's eligibility for credit or insurance; (b) connection
with underwriting individual insurance; (c) evaluating an individual for
employment or promotions, reassignment or retention as an employee; (d) in
connection with a determination of an individual's eligibility for a license or
other benefit granted by a governmental authority; or (e) in any other manner in
which the usage of the Database or any information contained therein would cause
such information to be construed as a Consumer Report by any regulatory
authority having jurisdiction over Licensor, Licensee or the Database.

Notices to either party to this Agreement shall be in writing and shall be
deemed to have been given when sent by certified mail to the below listed
addresses. Invoices shall be sent to the Customer by first class mail.

INFOUSA                              CUSTOMER    YP.Net, Inc.
Attn: Corporate Counsel              Attention:  Don Reiss
5711 South 86th Circle                         ---------------------------------
Omaha, NE 68127                      Address:    4840 E. Jasmine #105
                                                 Mesa, Arizona 85205

Appendixes Attached:

Appendix A:     Business Data

InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 2 of 4


                              TERMS AND CONDITIONS

     infoUSA hereby grants and Customer hereby accepts a nontransferable and
non-exclusive License to use the Licensed Data and updates thereto as more
particularly described in the Agreement attached hereto. The Agreement and these
Terms and Conditions are collectively referred to herein as the "Agreement".
     1.     infoUSA shall provide to the Customer a tape or other medium, as
agreed, containing the Licensed Data for Customer's use during the term of the
     2.     infoUSA shall ship the Licensed Data to the Customer within ten (10)
days of receipt of this executed Agreement. Shipment shall be to Customer's
address as described in the Agreement or such other address as Customer may
provide in writing to infoUSA.
     3.     Customer shall have use of the Licensed Data for only the purpose
described in the Agreement.
     4.     Customer shall not use the Licensed Data to create, modify, and or
update lists, directories, or compilations of any kind in any medium, that will
be sold, exchanged, transmitted or provided, whether or not for value, to any
person not employed by the Customer except as specified in the Agreement.
Further, the Customer shall not assign, sublicense, transfer or otherwise
encumber or dispose of any interest in the Licensed Data or the Agreement.
     5.     Customer agrees that it shall take appropriate action with its
employees, by agreement or otherwise, to satisfy its obligations with respect to
the use of the Licensed Data, to protect infoUSA's copyrights and the
restrictions imposed by the Agreement. The restrictions contained within the
Agreement shall survive for a period of three years after the termination of
this Agreement.
     1.     For the use of the Licensed Data, Customer agrees to pay infoUSA a
fee as detailed in the Agreement. Customer also shall pay any shipping or other
charges incurred by infoUSA on the Customer's behalf, including, but not limited
to, all taxes of any kind levied by any federal, state or municipal government
or governmental agency that infoUSA is required to pay as a result of this
Agreement. The Customer shall specifically exclude infoUSA's income taxes from
this liability.
     2.     infoUSA shall send Customer an invoice for payments and other
charges due and owing to infoUSA. Customer agrees to pay the invoice in full
upon receipt of the invoice. If payment is not received within thirty days
Customer shall be charged a one and one-half percent interest rate per month,
for a total of eighteen percent per annum, on the outstanding balance.
Non-payment of fees or other charges due infoUSA may at infoUSA's sole option be
considered a breach of this Agreement and shall excuse further performance by
     1.     The infoUSA database is licensed on an "AS IS" basis without
guarantee. InfoUSA does not guarantee that the infoUSA database will meet the
Customer's requirements; that it will operate in the combinations, or in the
equipment, selected by the Customer; or that its operation will be error-free or
without interruption.
     3.     infoUSA shall not be liable for consequential or incidental damages,
or for any lost profits or any claim or demand of a similar nature or kind,
whether asserted by Customer against infoUSA or against infoUSA by any other
party, even if infoUSA has been advised of the possibility of such damages. In
no event shall infoUSA's entire aggregate liability for damages exceed the
amount paid to infoUSA by Customer under this Agreement
     This Agreement is entered into in the State of Nebraska and its provisions
shall be construed in accordance with the laws of Nebraska without regard to
Nebraska's conflicts of laws principles. Further, in the event a dispute arises
between infoUSA and the Customer regarding the terms or performance of this
Agreement, the parties consent to the exclusive jurisdiction of the Nebraska
     1.     It is understood and agreed by infoUSA and the Customer that if any
part, term or provision of the Agreement is construed by a court of competent
jurisdiction to be invalid, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of InfoUSA and the
Customer shall be construed and enforced as if the Agreement did not contain the
particular part, term or provision determined to be invalid.
This Agreement is subject to and contingent upon force majeure and other delays
outside the control of infoUSA. If delivery of the Licensed Data is prevented by
any cause of force majeure, infoUSA shall not be liable for damages,
consequential or otherwise, that the Customer may suffer.
     1.     This Agreement contains the entire Agreement between infoUSA and the
Customer. No statements, promises or inducements made by either infoUSA or
Customer shall be valid or binding upon either party.
     2.     This Agreement may not be modified, altered or enlarged except in
writing and signed by infoUSA and the Customer.

     1.     In the event the Customer shall fail to make any payment to infoUSA
within sixty days of its due date, or shall breach any of the terms or
conditions or provisions of this Agreement, infoUSA, at its sole discretion and
in addition to any of its other rights at law or equity, may either terminate
this Agreement or may seek specific performance.
     2.     If InfoUSA initiates a lawsuit to enforce its rights under this
Agreement, the Customer agrees to pay infoUSA's attorneys' fees and costs, if
infoUSA prevails.
The infoUSA database may be furnished to an outside or other third-party
processor, only after: (i) infoUSA has received infoUSA's Third Party
Information Processor Agreement, duly executed by the third party processor; and
(ii) infoUSA has given written authorization to Customer to allow processor
access to the infoUSA database for Customer's processing, subject to all terms,
conditions, limitations and restrictions in the Agreement.
InfoUSA reserves the right to require Customer to secure infoUSA's advance
approval of any materials that Customer proposes to mail or otherwise distribute
to any names or addresses provided by infoUSA.
1.     InfoUSA Inc./InfoUSA Marketing, Inc. and all of their affiliated
companies (hereinafter the "Company") will provide the product/services as
requested by Customer as shown below. Customer will have 14 days after receipt
of the product/services provided by the Company to inspect the product/services
and notify the Company of any problems or mistakes. If the Company has made a
mistake, then the Company will correct the mistake at no additional charge. In
any case, the Company's entire liability shall be limited to the amount paid to
the Company by Customer. If Customer does not inform the Company within 14 days
of receipt of product/services that there is a problem or mistake, both parties
agree that the product/services are accepted. After the 14-day period has
elapsed, the Company will not have any liability whatsoever to Customer.
2.     Customer will provide testimonials and Company may reference Customer
directly or indirectly in any of its publicity or marketing materials.
     The parties agree that during the term of the agreement, neither will
directly or indirectly initiate communications with an employee of the other
relating to possible employment with such party. This paragraph shall not
prohibit either party from hiring employees of the other who themselves initiate
communications relating to possible employment.

Each signatory to this Agreement represents and warrants that he or she has
the authority to execute this Agreement on behalf of his or her party.

infoUSA      (must be Level 9 or higher)

Authorized Signature  /s/  Drew Lundgren

Printed Name, Title  Drew Lundgren, VP,

Dated:      8/12/02


Authorized Signature  /s/  Angelo Tullo

Printed Name, Title  Angelo Tullo, President

Dated:      7/31/02

InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 3 of 4


                                   APPENDIX A

1.   DATABASE SELECTION CRITERIA:     Full US Business Database, one record
                                      per location

2.   GEOGRAPHY: X Total USA           Total      Other

3.   UPDATE FREQUENCY:  Quarterly

4.   OUTPUT:       Tape      Cartridge      X CD-ROM      Diskette      Other
              -----      ----          -----         -----         -----

              X ASCII        EBCDIC       FTP      E-Mail    DLT        Format
              -          ----         --------------------------   -----

5.   DATA ELEMENTS -The Licensed Data shall include the following data
elements, where available (check one):


ABI Number                  Headquarters/Branch Code      Secondary SIC Code #3
Ad Size Code                Individual/Firm Code          Secondary SIC Code #4
Address                     Industry Specific Code        Selected SIC Code
Area Code & Phone Number    Key Code                      State Abbreviation
Business Name               Last Name                     State Numeric Code
Carrier Route Code          Location Employee Size Code   Subsidiary Parent Number
City                        Location Output/Sales Code    Telephone Number(excluding SIC
Contact Name/Title Address  Office Size Code              80)
County Numeric Code         Population Code               Title Code
Date Added to Database      Primary SIC Code              Ultimate Parent Number
Fax Number                  Production Date (MMDDYY)      Year of First Appearance
First Name                  Professional Title            Zip Code
Franchise/Specialty         Secondary SIC Code #1         Zip+4 Code
Gender Code                 Secondary SIC Code #2


Credit Code                   Secondary City       Total Employee Size Code
Delivery Point Bar Code       Secondary State      Total No. Employees (Actual)
Number of Employees (Actual)  Secondary Zip Code   Total Output/Sales Code
Public Co. Indicator          Stock Exchange Code
Secondary Address             Stock Ticker Symbol



                                                         Customer initials  AT

                                                          infoUSA initials  DL

InfoUSA, Inc. Master Database and Services Agreement
To be used for all data orders of $10,000 or more
Revised 2/8/02                        Page 4 of 4