Sample Business Contracts

Project Plan - International Profit Associates Inc. and YP.Net Inc.

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IPA                                                                         INC.

Client:                                            Project Number 839762-SG
          YP.NET                                   Project  Plan  #l
          4840 EAST JASMINE STREET.                December  15, 1999
          MESA, AZ 8505                            Page 1 of 6

                         1.0 Organization for Management

Action  1.1  Review the business operations, polices and procedures of YP.NET to
include,  but  not  limited  to:  1)  organizational  structure  and  internal
communications,  2)  employee  attitudes,  productivity  and  incentives,  3)
determining  management  responsibilities and authorities of key individuals, to
include  "marketing", "sales management/sales", "customer retention", "technical
management",  "accounting/administrative",  and "total company" management, with
emphasis on existing key individuals and any vacant positions, 4) developing and
implementing  a  plan  to  develop potential investor awareness of YP.NET and 5)
developing  a  perception  of  value  in  the  common  stock.

Benefit  1.1  The IPA  consultants  do  not have preconceived notions of how any
company  should  "look"  or  "act,"  but  instead custom develop each consulting
assignment  to  meet  the  specific  needs  of  the individual client and client

Action  1.2  Provide  Bill  O'Neal  with  a "Goals and Objectives" questionnaire
designed to elicit responses regarding company size and profitability as well as
determining  YP.NET's needs in the areas of facilities, equipment and personnel.
Use  the  information  received  for  organizational  and  budget  development.

Benefit  1.2  Too  often  company  owners/managers are so involved in day-to-day
decision  making  --  "fire  fighting"  that  they forget that the company which
survives  and  prospers is the company that plans for the next few years as well
as  merely  surviving.  The questionnaires are designed for Bill to complete and
discuss  later  with  the IPA  consultants.

Action  1.3 Provide Bill and other key employees with questionnaires designed to
determine  the  range  of activities performed by the various individuals in the
company.  Conduct  interviews  with  key  employees  on  an  "as  needed" basis.

Benefit  1.3 Each company has a list of activities which must be accomplished in
order for the company to function effectively. The questionnaires and interviews
are  designed  to provide input to the IPA consultants as to what activities are
unique  to  YP.NET.  This is done in preparation to writing Job Descriptions and
the development of a profit-based and productivity-oriented Commission/Incentive

IPA Initial  RDQ                                            YP.Net Initial:
             ---                                                           -----

YP.NET                                                               Page 2 of 6

Action 1.4 After review of the understood Organization Chart and with input from
Bill  develop  a  management  oriented  Organization  Chart  showing  YP.NET's
departments  and  the  lines  of authority.  Include in the Organization Chart's
boxes,  only  the  Job  Functions  or  Job  Titles.

Benefit  1.4  An Organization  Chart is valuable to businesses of all sizes.  It
provides  a  visual  representation  of  the  company.  At  this  point  in  the
development  of  a  more  formalized  organization  structure  for YP.NET, it is
important  for  all  employees to understand where they fit into the company and
their  relationship  to  Bill and to other employees.  Only the Job Functions or
Titles  are  included at this point because the IPA consultants do not write Job
Descriptions  for individuals, but instead we write Job Descriptions directed at
the  needs  of  the  company.

Action  1.5  After  reviewing  "understood"  Job  Descriptions (oral or written,
including  the  "understood"  division  of  responsibilities  between  the  key
employees),  the  IPA  consultants will write Job Descriptions (approximately 8)
for  key  Job  Functions, including "vacant" positions, i.e.  "CFO"?, "Sales and
Marketing  Manager".  Each  Job  Description  will  contain  Authorities,
Responsibilities,  Reporting  Relationships, Duties and Measures of Performance.

Benefit  1.5  Each  key Job Function (including Bill's new responsibilities) and
the  individuals  assigned to them will now know: 1) what decisions they can and
cannot make, 2) the overriding purpose for their function to exist at YP.NET, 3)
who  they  supervise  and who they report to, 4) their portion of that "list" of
key  activities  developed  earlier  in  the program and 5) how each individual,
including  Bill  will  objectively  know if an individual is doing a "good job".

Action  1.6  Provide  Bill  with  oral  evaluations  of key employees, including

Benefit  1.6  Gives  Bill  a  third  party  opinion as to whether or not current
employees  are capable and have the commitment to assist him to achieve his goal
of  company  profitability,  growth  and  corporate  direction.  Also, how do we
maximize  Bill's  utilization.

Action  1.7  With input from Bill assign existing individuals to the various Job
Functions.  The IPA  consultants  will  install  the  Job  Descriptions with the
Various YP.NET  employees.

IPA Initial  RDQ                                            YP.Net Initial:
             ---                                                           -----

YP.NET                                                               Page 3 of 6

Benefit  1.7  In  this  step  of  the organizational development, employees' new
relationship  to  the  company  is  explained  to them.  The goal is to delegate
through  the  Job  Descriptions,  as  many  as  possible  of  the  non-essential
responsibilities  which  Bill  has  assumed  over  time  for  outside  sales.

Action 1.8  Review the present employee evaluation system.  Make recommendations
for  change  "as needed"  and implement approved changes.  Provide Bill with the
ability  to  self-evaluate  his  contribution.

Benefit  1.8  Employee  evaluations  are part of the training and development of
employees;  they must not be presented in a negative manner.  This provides Bill
with  the means of telling good employees why they are good, but also what areas
they  can improve; mediocre employees can be told what they need to do to become
good  employees,  and  poor  employees  can be told what they need to do to keep
their  jobs.

Action  1.9  After reviewing any present incentive plans, develop and present to
Bill alternative  options  for  incentive plans for "office" personnel.  Develop
and write  an  incentive  plan(s)  designed to achieve Bill's YP.NET goals.

Benefit  1.9  Incentive  plans  should  not cost a company money.  Instead, they
should  be  paid  out  of incremental income.  Incremental income is that income
which is in excess of those profits which an owner and his managers can normally
expect.  The  purpose  of  the incentive plan is to reward those employees whose
individual efforts have contributed to the level of success of the company.

Action 1.10 Review the present personnel holding key positions, determine who is
and  who  is not planning to stay with YP.NET through year 2000: Bill/President,
Joann  Sales,  Pam/CFO,  etc.  After  identifying who does and who does not meet
criteria for the "new" YP.NET assist Bill to fill vacant positions.

Benefit  1.10 There has been considerable turmoil at YP.NET; it looks as if with  this may continue. Personnel need to determine who is and who is not
planning  to  stay with YP.NET. PA will write the Job Descriptions and assist in
the  selection  process.

IPA Initial  RDQ                                             YP.Net Initial
             ---                                                           -----

YP.NET                                                               Page 4 of 6

Action 1.11 Review the "true" role of a Board  of Directors and YP.NET's present
status.  Make  recommendations  for  a  Board  structure  which  will  provide a
"positive"  image  of  the  company  to  outside  investors.

Benefit  1.11  The  legal  role  of a Board is to represent the interests of the
stock  holders in company management.  The present membership and composition in
all  likelihood  does  not  present  the  best  possible  image  of the company.

Action  1.12  Review  the  present marketing and sales directions as well as The
potential  need  for  additional  marketing and sales efforts -- i.e. customers,
site  traffic,  add-on  services

Benefit  1.12 Marketing is the development of the revenue goals of a company, by
product,  product  line,  specific  customer,  type  of  customers,  geographic
location,  etc.  Sales is  execution  of the marketing plan.  The IPA consultant
will  assist  Bill to  develop  a three year sales and marketing outline for the
company complete with goals, due dates, and individual/departmental assignments,
i.e. customer  retention.

Action  1.13  Review  the  present  Chart  of  Accounts.  As  needed  make
recommendations for  additions,  changes,  and/or  deletions.

Benefit  1.13  The  Chart of Accounts is the driving force behind any accounting
system --either  manual  or  computerized.  The  IPA  review will be designed to
ensure  that  the  YP.NET accounting  system  will be capable of measuring those
items which need  to  be  measured  and  controlled  by  Bill.

Action  1.14  Review  development  of any of YP.NET's existing or future regular
reports  which  have an emphasis on sources of revenue, margins, and selling and
administrative  costs as well as operational guideposts. Determine what Bill and
the  Board  need  to  receive  in  order  to  more  effectively  manage  company
profitability.  Train  Bill  to  make  management decisions based upon generated

Benefit  1.14  Ensure  that  Bill and the Board of Directors are getting timely,
accurate  and  useful  financial/operational  reports  by which departmental and
company  wide  costs  and  profitability  can  be  measured  and  managed.

IPA Initial  RDQ                                             YP.Net Initial
             ---                                                           -----

YP.NET                                                               Page 5 of 6

Action  1.15  With  an  emphasis on revenues, margins and overhead costs develop
Operational  Budgets  --  departmental and company-wide.  Utilize the budgets to
develop performance standards.  This will determine projected revenues, margins,
expenses  and profit for fiscal 2000.  Establish the normal or average breakdown
per  month  and  illustrate  these as they compare to both positive and negative
trends  in  business  levels.

Benefit  1.15  Budgeting  and/or  forecasting  based  on varying levels of sales
volume  with  their  predetermined  expenses  will  give Bill, the Board and any
managers  with  a  "financial-need-to-know" a measurement of performance for the
company  on  a  month-to-month  basis.

Action 1.16 With considerable input from Bill develop variance-to-budget monthly
reporting to compare actual operating results to projected budget results.

Benefit  1.16  The  variance reporting is designed to show various managers with
responsibilities  for  either  operating and/or overhead expenses whether or not
they  have  managed  their  profit  centers  within  profit  projections.

Action  1.17  Train Bill how to calculate and utilize the breakeven in pricing.

Benefit  1.17  The  breakeven  has  many  uses  for  clients  in a "high growth"
mode.  Besides  providing  the  company  with  sales  goals, it also provides an
understanding of the profit impact from an increases/decrease in pricing.

Action  1.18  How  does YP.NET market itself to the public? Review with Bill the
approach  and impact of past and present public relations firms.  Determine with
him  the  goals  and deliverables of the investor-public relations firm who will
represent  YP.NET.  Discuss  the advisability of retaining IPA's in house public
relations  firm, IPA  Investor  &  Media  Services,  LLC.

Benefit 1.18 Even the best run public company needs to keep its name in front of
investors,  institutions and market makers.  Whoever represents the company must
have  a  strategic plan constantly promoting the intrinsic value of the company.

IPA Initial  RDQ                                             YP.Net Initial
             ---                                                           -----

YP.NET                                                               Page 5 of 6

Action  1.19  Develop  Operating  Procedures  and Recommendations explaining the
use  of  the  newly developed methods, systems, records, reports and statements.
Put all  documentation  into an indexed manual and distribute to Bill as well as
other appropriate employees.

Benefit  1.19  Gives  the  consultants  the  means  to  train  and implement the
installed program with Bill and other employees.  Provides a permanent reference
instrument  of  all  work  performed  on  the  project.

The above plan will be completely developed and implemented within 425 hours +/-

This is the  Project  Plan  described in the "Agreement for Consulting Services"
Between YP.NET, Inc. and International Profit Associates.

During  the  course  of  the project, you may also be presented with suggestions
and/or  Recommendations  concerning  other  areas  of  your  business which need
attention,  but  Are  not  addressed  in  this  Project Plan.  These will not be
developed, however, Without the full approval of William D.  O'Neal and separate
and  apart  from  this  plan.

Submitted:                                      Approval and accepted:

By:  /s/  Robert D. Quackenbush                 By:  /s/  William D. O'Neal
   -------------------------------                 -----------------------------
   Robert D. Quackenbush                           William D. O'Neal
   Senior Project Manager                          President