PROMISSORY NOTE



                                                       
 Principal   Loan Date    Maturity   Loan No.  Call/Coll  Account  Officer  Initials
$250,000.00  05-02-2003  05-02-2004   51326                         BAC
-----------  ----------  ----------  --------  ---------  -------  -------  --------


  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to test length limitations.
--------------------------------------------------------------------------------



                                          
Borrower:  YP.Net, Inc.                         Lender: Bank of the Southwest
           4840 East Jasmine Street Suite #105          7910 South Kyrene Road, Suite 108
           Mesa, AZ 85202                               Tempe, AZ 85284

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

Principal Amount: $250,000.00  Initial Rate: 4.750%  Date of Note: May 2, 2003


PROMISE  TO  PAY.  YP.Net,  Inc.  ("Borrower")  promises  to  pay to Bank of the
Southwest ("Lender"), or order, in lawful money of the United States of America,
the  principal  amount  of  Two  Hundred  Fifty  Thousand  &  00/100  Dollars
($250,000.00)  or  so  much as may be outstanding, together with Interest on the
unpaid  outstanding  principal  balance  of  each  advance.  Interest  shall  be
calculated  from  the  date  of  each  advance  until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus  all accrued unpaid interest on May 2, 3004. In addition, Borrower will pay
regular  monthly  payments of all accrued unpaid Interest due as of each payment
date, beginning June 2, 2003, with all subsequent interest payments to be due on
the  same  day  of each month after that. Unless otherwise agreed or required by
applicable  law, payments will be applied first to accrued unpaid interest, then
to  principal,  and any remaining amount to any unpaid collection costs and late
charges.  The annual Interest rate for this Note is computed on a 365/360 basis;
that  is,  by  applying the ratio of the annual Interest rate over a year of 360
days,  multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The Interest rate on this Note is subject to change from
time  to time based on changes in an independent index which is the highest base
rate  on corporate loans posted by at least 75% of the nation's 30 largest banks
that  The  Wall  Street  Journal  publishes as the Prime Rate (the "Index"). The
Index  is not necessarily the lowest rate charged by Lender on its loans. If the
Index  becomes  unavailable during the term of this loan. Lender may designate a
substitute index after notice to Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request, the interest rate change will not occur more
often  than  each  day. Borrower understands that Lender may make loans based on
other  rates as well. The Index currently is 4.250% per annum. The Interest rate
to off applied to the unpaid principal balance of this Note will be at a rate of
0.500  percentage  points over the Index, resulting in an initial rate of 4.750%
per annum, NOTICE: Under no circumstances will the interest rate on this Note be
more  than  the  maximum  rate  allowed  by  applicable  law.

EFFECTIVE  RATE.  Borrower  agrees  to an effective rate of interest that is the
rate  specified  in  this Note plus any additional rate resulting from any other
charges  in  the  nature  of interest paid or to be paid in connection with this
Note.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier  than  it is due. Early payments will not, unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
of  accrued  unpaid  interest.  Rather, early payments will reduce the principal
balance  due. Borrower agrees not to send Lender payments marked "paid in full",
"without  recourse",  or  similar  language.  If  Borrower sends such a payment,
Lender  may accept it without losing any of Lender's rights under this Note, and
Borrower  will  remain  obligated  to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of  the  amount owed or that is tendered with other conditions or limitations or
as  full  satisfaction of a disputed amount must be mailed or delivered to: Bank
of  the  Southwest,  7910  South  Kyrene  Road,  Suite  106,  Tempe,  AZ  85284.
LATE  CHARGE.  If  a  payment  is 11 days or more late, Borrower will be charged
5.000%  of  the  regularly  scheduled  payment  or $25.00, whichever is greater.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity.  Lender,  at  its  option,  may,  if  permitted  under applicable law,
Increase the variable interest rate on this Note to 6.500 percentage points over
the  Index,  The  interest  rate  will riot exceed the maximum rate permitted by
applicable  law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

     Payment  Default,  Borrower  fails  to make any payment when due under this
     Note:

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation,  covenant  or condition contained in this Note or in any of the
     related  documents  or  to  comply with or to perform any term, obligation,
     covenant  or  condition contained in any other agreement between Lender and
     Borrower.

     Default  in  Favor of Third Parties. Borrower or any Grantor defaults under
     any  loan,  extension  of  credit,  security  agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of  the  related  Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by Borrower or on Borrower's behalf under this Note or
     the  related  documents  is  false  or  misleading in any material respect,
     either  now or at the time made or furnished or becomes false or misleading
     at  any  time  thereafter,

     Insolvency.  The  dissolution  or  termination of Borrower's existence as a
     going  business,  the insolvency of Borrower, the appointment of a receiver
     for  any  part  of  Borrower's  property, any assignment for the benefit of
     creditors,  any  type  of  creditor  workout,  or  the  commencement of any
     proceeding  under any bankruptcy or Insolvency laws by or against Borrower.

     Creditor  or  Forfeiture  Proceedings.  Commencement  of  foreclosure  or
     forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
     repossession  or  any  other  method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a  garnishment  of  any of Borrower's accounts, including deposit accounts,
     with  Lender.  However, this Event of Default shall not apply if there is a
     good  faith dispute by Borrower as to the validity or reasonableness of the
     claim  which  is  the basis of the creditor or forfeiture proceeding and If
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or  a  surety bond for the
     creditor  or  forfeiture  proceeding, In an amount determined by Lender, in
     its  sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to  any  guarantor,  endorser, surety, or accommodation party of any of the
     indebtedness  or  any  guarantor,  endorser, surety, or accommodation party
     dies  or  becomes  incompetent,  or revokes or disputes the validity of, or
     liability  under,  any guaranty of the indebtedness evidenced by this Note.


     Change  in  Ownership.  N/A


<PAGE>
     A  material  adverse  change  occurs  in Borrower's financial condition, or
     Lender  believes  the  prospect  of  payment or Performance of this Note is
     impaired.

     Insecurity.  Lender  in  good  faith  believes  itself  insecure.

LENDER'S  RIGHTS.  Upon  default, Lender may declare the entire unpaid principal
balance  on  this Note and all accrued unpaid interest immediately due, and then
Borrower  will  pay  that  amount.

ATTORNEYS'  FEES;  EXPENSES. Lender may hire or pay someone else to help collect
this  Note  if Borrower does not pay. Borrower will pay Lender that amount. This
includes,  subject  to any limits under applicable law, Lender's attorneys' fees
and  Lender's  legal  expenses,  whether  or  not  there is a lawsuit, including
attorneys'  fees,  expenses  for  bankruptcy  proceedings  (including efforts to
modify  or  vacate  any  automatic  stay  or  injunction), and appeals. However,
Borrower  will  only  pay  attorneys'  fees of an attorney not lender's salaried
employee,  to  whom  the  matter  is  referred  after Borrower's default. If not
prohibited  by  applicable  law.  Borrower  also  will  pay  any court costs, in
addition  to  all  other  sums  provided  by  law.

GOVERNING  LAW.  This  Note  will  be  governed  by,  construed  and enforced in
accordance  with federal law and the laws of the State of Arizona. This Note has
been  accepted  by  Lender  in  the  State  of  Arizona.

CHOICE OF VENUE. If there is a lawsuit, Borrower agreed upon Lender's request to
submit  to  the jurisdiction of the courts of Maricopa County, State of Arizona.

DISHONORED  ITEM  FEE.  Borrower  will pay a fee to Lender of $25.00 if Borrower
makes  a  payment  on Borrower's loan and the check or preauthorized charge with
which  Borrower  pays  is  later  dishonored.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law. Lender reserves a
right  of  setoff  in  all  Borrower's  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  all accounts Borrower may open in the future.
However,  this does not Include any IRA or Keogh accounts, or any trust accounts
for  which setoff would be prohibited by law. 8orrower authorizes Lender, to the
extent  permitted  by  applicable Jaw, to charge or setoff all sums owing on the
debt  against  any  and  all  such  accounts.

COLLATERAL. This loan is unsecured.

LINE  OF  CREDIT. This Note evidences a revolving line of credit. Advances under
this  Note  may  be  requested  either  orally  or  in writing by Borrower or as
provided  in  this paragraph. All oral requests shall be confirmed in writing on
the  day  of  the  request,  on  forms  acceptable to Lender. AH communications,
instructions,  or  directions  by  telephone  or  otherwise  to Lender are to be
directed  to  Lender's  office  shown above. The following persons currently are
authorized  to  request advances and authorize payments under the line of credit
until  Lender  receives  from Borrower, at Lender's address shown above, written
notice of revocation of their authority: Angela Tullo, Chairman/President/CEO of
YP.Net.  Inc.; and David J. Iannini. Chief Financial Officer, Borrower agrees to
be  liable for all sums either; (A) advanced in accordance with the instructions
of  an  authorized  person  or  (B)  credited to any of Borrower's accounts with
Lender.  The  unpaid  principal  balance  owing  on this Note at any time may be
evidenced by endorsement on this Note or by Lender's internal records, including
daily computer print-outs. Lender will have no obligation to advance funds under
this  Note  if:  (A)  Borrower or any guarantor is in default under the terms of
this  Note  or  any  agreement  that  Borrower or any guarantor has with Lender,
including  any  agreement  made in connection with the signing of this Note; (B)
Borrower  or  any  guarantor  ceases  doing  business  or  is insolvent; (C) any
guarantor  seeks,  claims  or otherwise attempts to limit, modify or revoke such
guarantor's  guarantee  of this Note or any other loan with Lender; (D) Borrower
has  applied  funds provided pursuant to this Note for purposes other than those
authorized  by  Lender;  or  (E)  Lender in good faith believes itself insecure.

ARBITRATION,  Borrower  and  Lender  agree  that  all  disputes,  claims  find
controversies  between  them  whether  Individual,  joint,  or  class in nature,
arising  from  this Note or otherwise. Including without limitation contract and
tort  disputes,  shall  be  arbitrated  pursuant  to  the  Rules of the American
Arbitration  Association  in effect at the time the claim is filed, upon request
of  either party. No act to take or dispose of any collateral securing this Note
shall constitute a waiver of this arbitration agreement or be prohibited by this
arbitration  agreement.  This includes, without limitation, obtaining injunctive
relief or a temporary restraining order; invoking a power of sale under any deed
of  trust  or  mortgage;  obtaining  a  writ  of  attachment  or imposition of a
receiver;  or  exercising  any  rights  relating to personal property. Including
taking  or  disposing of such property with or without judicial process pursuant
to  Article  3  of  the  Uniform  Commercial  Code.  Any  disputes,  claims,  or
controversies  concerning  the  lawfulness  or  reasonableness  of  any  act, or
exercise  of  any right, concerning any collateral securing this Note, including
any  claim to rescind, reform, or otherwise modify any agreement relating to the
collateral  securing  this Note, shall also be arbitrated, provided however that
no arbitrator shall have the right or the power to enjoin or restrain any act of
any  party. Judgment upon any award rendered by any arbitrator may be entered in
any  court  having  Jurisdiction.  Nothing in this Note shall preclude any party
from  seeking  equitable  relief  from  a  court  of competent jurisdiction. The
statute  of  limitations,  estoppel, waiver, laches, and similar doctrines which
would  otherwise  be  applicable  in  an  action  brought  by  a  party shall be
applicable in any arbitration proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement of an action for these purposes. The
Fedora!  Arbitration  Act  shall  apply to the construction, interpretation, and
enforcement  of  this  arbitration  provision.

SUCCESSOR  INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon  Borrower's  heirs  personal  representatives,  successors and assigns, and
shall  inure,  to  the  benefit  of  Lender  and  Its  successors  and  assigns,

NOTIFY  US  OF  INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please  notify us if we report any inaccurate information about your accounts to
a  consumer  reporting  agency.  Your  written  notice  describing  the specific
inaccuracies  should  be  sent  to  us  at  the  following  address: Bank of the
Southwest  7910  South  Kyrene  Road,  Suite  108  Tempe,  AZ  85234

GENERAL  PROVISIONS.  Lender  may  delay or forgo enforcing any of its rights or
remedies  under this Note without losing them. Borrower and any other person who
signs,  guarantees  or  endorses  this Note, to the extent allowed by law, waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms  of  this Note, and unless otherwise expressly stated in writing, no party
who  signs  this  Mote,  whether  as  maker,  guarantor,  accommodation maker or
endorser,  shall  be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or Impair, fall to realize upon or perfect
Lander's  security  interest In the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also  agree that Lender may modify this loan without the consent of or notice to
anyone  other than the party with whom the modification is made. The obligations
under  this  Note  are  joint  and  several.


<PAGE>

                                PROMISSORY NOTE
Loan  No: 51326                   (Continued)                            Page 3
================================================================================

PRIOR  TO  SIGNING THIS NOTE. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS  NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO
THE  TERMS  OF  THE  NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:

YP.NET, INC.

By: /s/ Angelo Tullo, pres.
   --------------------------------------------------
   Angelo Tullo, Chairman/President/CEO of YP.Net,
   Inc.

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


<PAGE>

                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL



                                                       
 Principal   Loan Date    Maturity   Loan No.  Call/Coll  Account  Officer  Initials
$250,000.00  05-02-2003  05-02-2004   51326                          BAC
-----------  ----------  ----------  --------  ---------  -------  -------  --------


  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to test length limitations.
--------------------------------------------------------------------------------



                                          
Borrower:  YP.Net, Inc.                         Lender: Bank of the Southwest
           4840 East Jasmine Street Suite #105          7910 South Kyrene Road, Suite 108
           Mesa, AZ 85202                               Tempe, AZ 85284

================================================================================
I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
YP.Net,  Inc. ("Corporation"). The Corporation is a corporation for profit which
is,  and  at  all  times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of Nevada. The Corporation
is  duly  authorized  to  transact  business  in  all  other states in which the
Corporation  is  doing  business,  having  obtained  all  necessary  filings,
governmental  licenses  and approvals for each state in which the Corporation is
doing  business.  Specifically,  the  Corporation is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to so
qualify  would  have  a  material  adverse  effect  on its business or financial
condition.  The  Corporation  has  the  full  power  and  authority  to  own its
properties  and  to  transact  the  business in which it is presently engaged or
presently  proposes  to engage. The Corporation maintains an office at 4840 East
Jasmine Street Suite #105, Mesa, AZ 85202. Unless the Corporation has designated
otherwise  in  writing,  the  principal  office  is  the  office  at  which  the
Corporation  keeps  its  books  and  records. The Corporation will notify Lender
prior  to  any change in the location of the Corporation's state of organization
or  any  change  in  the Corporation's name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and  privileges,  and  shall  comply  with  all  regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or  court  applicable  to  the  Corporation  and  the  Corporation's  business
activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation  is  a  close  corporation  having  no  Board of Directors then at a
meeting  of the Corporation's shareholders, duly called and held on May 2, 2004,
at  which a quorum was present and voting, or by other duly authorized action in
lieu  of  a  meeting, the resolutions sat forth in this Resolution were adopted.

OFFICER The following named parson is an officer of YP.Net, Inc.:


NAMES                 TITLES          AUTHORIZED       ACTUAL SIGNATURES
------------  ----------------------  ----------  ----------------------------
Angelo Tullo  Chairman/President/CEO     Y        X /s/ Angelo Tullo, chairman
                                                 ----------------------------

ACTIONS  AUTHORIZED.  The  authorized  person  listed  above  may enter into any
agreements  of  any  nature  with  Lender,  and  those  agreements will bind the
Corporation.  Specifically,  but  without  limitation,  the authorized person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:

     Borrow Money. To borrow, as a cosigner or otherwise, from time to time from
     Lender,  on  such  terms  as may be agreed upon between the Corporation and
     Lender,  such  sum  or  sums  of  money as in his or her judgment should be
     borrowed,  without  limitation.

     Execute  Notes.  To  execute  and  deliver to Lender the promissory note or
     notes,  or  other  evidence  of the Corporation's credit accommodations, on
     Lender's  forms,  at  such  rates  of  interest and on such terms as may be
     agreed  upon,  evidencing  the  sums  of  money  so  borrowed or any of the
     Corporation's  indebtedness  to  Lender, and also to execute and deliver to
     Lender  one  or  more  renewals,  extensions,  modifications, refinancings,
     consolidations,  or substitutions for one or more of the notes, any portion
     of  the  notes,  or  any  other  evidence  of  credit  accommodations.

     Grant  Security.  To  mortgage, pledge, transfer, endorser, hypothecate, or
     otherwise  encumber  and  deliver  to  Lender any property now or hereafter
     belonging  to  the Corporation or in which the Corporation now or hereafter
     may  have  an  Interest, Including without limitation all real property and
     all  personal  property  (tangible  or  Intangible)  of the Corporation, as
     security for the payment of any loans or credit accommodations so obtained,
     any  promissory  notes  so  executed  (including  any  amendments  to  or
     modifications,  renewals,  and extensions of such promissory notes), or any
     other  or  further  Indebtedness  of  the Corporation to Lender at any time
     owing,  however  the same may be evidenced. Such property may be mortgaged,
     pledged, transferred, endorsed, hypothecated or encumbered at the time such
     loans  are  obtained or such indebtedness is incurred, or at any other time
     or  times,  and  may  be  either  in addition to or in lieu of any property
     theretofore  mortgaged,  pledged,  transferred,  endorsed,  hypothecated or
     encumbered.

     Execute  Security  Documents. To execute and deliver to Lender the forms of
     mortgage,  deed  of  trust,  pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which Lender may require
     and  which  shall  evidence  the terms and conditions under and pursuant to
     which  such  liens and encumbrances, or any of them, are given; and also to
     execute  and  deliver  to Lender any other written instruments, any chattel
     paper,  or  any  other  collateral, of any kind or nature, which Lender may
     deem  necessary or proper in connection with or pertaining to the giving of
     the  liens  and  encumbrances.  Deposit  Accounts.  To  open  one  or  more
     depository  accounts  in  the  Corporation's  name and sign and deliver all
     documents  or  items  required  to  fulfill  the  conditions of all banking
     business,  including  without  limitation the initiation of wire transfers,
     until  authority  is revoked by action of the Corporation on written notice
     to  Lender.

     Negotiate  Items.  To  draw,  endorse, and discount with Lender all drafts,
     trade  acceptances,  promissory  notes,  or other evidences of indebtedness
     payable  to or belonging to the Corporation or in which the Corporation may
     have  an interest, and either to receive cash for the same or to cause such
     proceeds  to  be  credited  to the Corporation's account with Lender, or to
     cause such other disposition of the proceeds derived therefrom as he or she
     may  deem  advisable.

     Further  Acts.  In  the case of lines of credit, to designate additional or
     alternate  individuals  as  being authorized to request advances under Such
     lines,  and  in all cases, to do and perform such other acts and things, to
     pay  any  and  all  fees  and  costs, and to execute and deliver such other
     documents  and  agreements,  including  agreements  requiring disputes with
     Lender  to be submitted to binding arbitration for final resolution, as the
     officer may in his or her discretion deem reasonably necessary or proper in
     order  to  carry  into  effect  the  provisions  of  this  Resolution.

ASSUMED  BUSINESS  NAMES. The Corporation has filed or recorded all documents or
filings  required  by  law  relating  to  all assumed business names used by the
Corporation.  Excluding the name of the Corporation, the following is a complete
list  of  all  assumed business names under which the Corporation does business:
None.

NOTICES  TO  LENDER.  The  Corporation will promptly notify Lender in writing at
Lender's  address  shown  above (or such other addresses as Louder may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in  the  Corporation's  assumed


<PAGE>

                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
LOAN NO: 51326                     (CONTINUED)                            PAGE 2
================================================================================

business  name(s);  (C)  change in the management of the Corporation; (D) change
in-the  authorized  signer(s);  (E) change in the Corporation's principal office
address;  (F)  change in the Corporation's state of organization; (G) conversion
of  the Corporation to a new or different type of business entity; or (H) change
in  any  other  aspect of the Corporation that directly or indirectly relates to
any  agreements  between  the  Corporation  and  Lender.  No  change  in  the
Corporation's  name or state of organization will take effect until after Lender
has  received  notice

CERTIFICATION  CONCERNING  OFFICERS  AND RESOLUTIONS. The officer named above is
duly  elected, appointed, or employed by or for the Corporation, as the case may
be,  and  occupies  the  position  set opposite his or her respective name. This
Resolution  now  stands  of  record  on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is  affixed  to  this  Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed  prior  to  the  passage  of  this  Resolution are hereby ratified and
approved.  This  Resolution  shall be continuing, shall remain in full force and
effect  and  Lender  may rely on it until written notice of its revocation shall
have  been  delivered  to and received by Lender $t Lender's address shown above
(or  such  addresses as Lender may designate from time to time). Any such notice
not  affect  any of the Corporation's agreements or commitments In effect at the
time  notice  is  given.

IN TESTIMONY WHEREOF, I HAVE HEREUNDER

I  have  read  all  the  provision;  of  this  Resolution  and  on behalf of the
Corporation  certify  that  all  statements  and  representations  made  in this
Resolution  are  true  and  correct.  Resolution to Borrow / Grant Collateral is
dated  May  2,  2004.


                             CERTIFIES TO AND ATTESTED BY:


                             X   /s/ Angelo Tullo, chairman
                                 ------------------------------------
                                 ANGELO TULLO, CHAIRMAN/PRESIDENT/CEO

NOTE:  if  the  officer  signing  this Resolution is designated by the foregoing
document  as  one of the officers authorized to act on the Corporation's behalf.
It  is  advised  to  have  this Resolution signed by at least one non-authorized
officer  of  the  Corporation.

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


<PAGE>
                             BUSINESS LOAN AGREEMENT


                                                       
 Principal   Loan Date    Maturity   Loan No.  Call/Coll  Account  Officer  Initials
$250,000.00  05-02-2003  05-02-2004   51326                          BAC
-----------  ----------  ----------  --------  ---------  -------  -------  --------


  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to test length limitations.
--------------------------------------------------------------------------------



                                          
Borrower:  YP.Net, Inc.                         Lender: Bank of the Southwest
           4840 East Jasmine Street Suite #105          7910 South Kyrene Road, Suite 108
           Mesa, AZ 85202                               Tempe, AZ 85284

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

THIS  BUSINESS  LOAN  AGREEMENT DATED MAY 2, 2003, IS MADE FIND EXECUTED BETWEEN
VP.NET,  INC. ("BORROWER") AND BANK OF THE SOUTHWEST ("LENDER") ON THE FOLLOWING
TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL BANS FROM LENDER OR
HAS  APPLIED  TO  LENDER  FOR  A  COMMERCIAL  BAN  OR  LOANS  OR OTHER FINANCIAL
ACCOMMODATIONS,  INCLUDING  THOSE  WHICH  MAY  BE  DESCRIBED  ON  ANY EXHIBIT OR
SCHEDULE  ATTACHED  TO  THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES
THAT:  (A)  IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON
BORROWER'S  REPRESENTATIONS,  WARRANTIES,,  AND  AGREEMENTS AS SET FORTH IN THIS
AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL
TIMES  SHALL  BE  SUBJECT  TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C) ALL
SUCH  LOANS  SHALL  BE  AND  REMAIN  SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

TERM.  This Agreement shall be effective as of May 2,2003, and shall continue in
full  force  and  effect  until such time as all of Borrower's Loans in favor of
Lender  have  been paid in full, including principal, interest, costs, expenses,
attorneys'  fees,  and  other  fees  and  charges,  or  until  May  2,  2004.

CONDITIONS  PRECEDENT  TO  EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment  to Lender's satisfaction of all of the conditions set forth in this
Agreement  and  in  the  Related  Documents.

     Loan  Documents.  Borrower  shall provide to Lander the following documents
     for the Loan; (1) the Note; (21 together with all such Related Documents as
     Lender  may require for the Loan; all in form and substance satisfactory to
     Lender  and  Lender's  counsel.

     Borrower's  Authorization.  Borrower  shall  have  provided  in  form  and
     substance  satisfactory  to  Lender  properly  certified  resolutions, duly
     authorizing  the execution and delivery of this Agreement, the Note and the
     Related  Documents,  in  addition,  Borrower shall have provided such other
     resolutions,  authorizations,  documents  and  instruments as Lender or Its
     counsel,  may  require.

     Payment  of Fees and Expenses. Borrower shall have paid to Lender all fees,
     charges,  and other expenses which are then due and payable as specified in
     this  Agreement  or  any  Related  Document.

     Representations  and  Warranties.  The  representations  and warranties set
     forth  in  this Agreement, in the Related Documents, and in any document or
     certificate  delivered to Lender under this Agreement are true and correct.

     No  Event  of  Default.  There shall not exist at the time of any Advance a
     condition  which  would constitute an Event of Default under this Agreement
     or  under  any  Related  Document.

REPRESENTATIONS  AND  WARRANTIES. Borrower represents and warrants to Lender, as
of  the  date  of  this  Agreement,  as of the date of each disbursement of loan
proceeds,  as of the date of any renewal, extension or modification of any Loan,
and  at  all  times  any  indebtedness  exists:

     Organization.  Borrower  is  a  corporation for profit which is, and at all
     times  shall  be,  duly  organized,  validly existing, and in good standing
     under  and  by  virtue of the laws of the State of Nevada. Borrower is duly
     authorized  to  transact  business  in Borrower maintains an office at 4640
     East  Jasmine  Street  Suite  #105,  Mesa,  AZ  85202.  Unless Borrower has
     designated  otherwise  in  writing,  the  principal office is the office at
     which Borrower keeps its books and records including its records concerning
     the  Collateral.  Borrower  will  notify  Lender prior to any change in the
     location  of  Borrower's  state of organization or any change in Borrower's
     name.

     Assumed  Business  Names.  Borrower  has filed or recorded all documents or
     filings  required  by  law  relating  to all assumed business names used by
     Borrower.  Excluding the name of Borrower, the following is a complete list
     of  all  assumed  business  names under which Borrower does business: None.

     Authorization.  Borrower's  execution,  delivery,  and  performance of this
     Agreement  and  all  the Related Documents have been duly authorized by all
     necessary  action  by  Borrower  and  do  not  conflict  with,  result in a
     violation of, or constitute a default under (1) any provision of Borrower's
     articles  of  incorporation or organization, or bylaws, or any agreement or
     other  instrument  binding  upon  Borrower  or  (2)  any  law, governmental
     regulation,  court decree, or order applicable to Borrower or to Borrower's
     properties,

     Properties.  Except  as  contemplated  by  this  Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted  by  Lender,  and  except  for  property  tax  liens for taxes not
     presently  due  and  payable,  Sorrower1  owns and has good title to all of
     Borrower's  properties  free and clear of all liens and security interests,
     and  has  not  executed  any  security  documents  or  financing statements
     relating  to  such  properties.  All of Borrower's properties are titled in
     Borrower's  legal  name,  and  Borrower  has  not used or filed a financing
     statement  under  any  other  name  for  at  least the last five (5) years.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

     Notices  of Claims and Litigation. Promptly inform Lender in writing of (1)
     all material adverse changes in Borrower's financial condition, and (2) all
     existing  and  all  threatened  litigation,  claims,  investigations,
     administrative  proceedings  or  similar  actions affecting Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or  the  financial  condition  of  any  Guarantor.

     Financial  Records.  Maintain  its  books  and  records  in accordance with
     accounting  principles acceptable to Lender, applied on a consistent basis,
     and  permit  Lender to Examine and audit Borrower's books and record at all
     reasonable  times.

     Financial  Statements.  Furnish  Lander  with  the  following:

          Additional  Requirements.
          1.   Submission  of annual report 30 days prior to renewal,
          2.   Copy  of  quarterly  filings to the SEC including all financials.

     All financial reports required to be provided under this Agreement shall be
     prepared  in  accordance  with  GAAP,  applied  on  3 consistent basis, and
     certified  by  Borrower  as  being  true  and  correct.

     Loan  Proceeds.  Use  all  Loan  proceeds  solely  for  Borrower's business
     operations,  unless  specifically  consented  to  the contrary by Lender in
     writing.

     Taxes,  Changes  and  Liens.  Pay  and  discharge  when  due  all  of  its
     indebtedness and obligations, including without limitation all assessments,


<PAGE>

                            BUSINESS LOAN AGREEMENT
LOAN NO: 51326                   (CONTINUED)                              PAGE 2
================================================================================

     taxes,  governmental  charges,  levies and liens, of every kind and nature,
     imposed  upon  Borrower or its properties, income, or profits, prior to the
     date  on  which  penalties  would  attach,  and  all lawful claims that, if
     unpaid,  might  become  a lion or charge upon any of Borrower's properties,
     income,  or  profits,  Performance. Perform and comply, in a timely manner,
     with  all terms, conditions, and provisions set forth in this Agreement, in
     the  Related Documents, and in all other instruments and agreements between
     Borrower and Lender. Borrower shall notify Lender immediately in writing of
     any  default  in  connection  with  any  agreement.

     Operations.  Maintain executive end management personnel with substantially
     the  same  qualifications  and  experience  as  the  present  executive and
     management  personnel;  provide  written  notice to Lender of any change in
     executive  and  management  personnel;  conduct  its  business affairs in a
     reasonable  and  prudent  manner.

     Compliance  with  Governmental  Requirements.  Comply  with  oil  laws,
     ordinances,  and  regulations,  now  or  hereafter  in  effect,  of  all
     governmental  authorities  applicable  to  the  conduct  of  Borrower's
     properties,  businesses  and operations, and to the use or occupancy of the
     Collateral,  including  without limitation, the Americans With Disabilities
     Act.  Borrower  may  contest  in  good  faith  any  such law, ordinance, or
     regulation  and  withhold  compliance  during  any  proceeding,  including
     appropriate  appeals,  so  long  as Borrower has notified Lender in writing
     prior  to  doing  so  and  so  long  as, in Lender's sole opinion. Lender's
     interests  in  the  Collateral  are  not  jeopardized.  Lender  may require
     Borrower  to  post  adequate  security  or  a  surety  bond,  reasonably
     satisfactory  to  Lender,  to  protect  Lender's  interest.

     Inspection.  Permit employees or agents of Lender at any reasonable time to
     inspect  any  and all Collateral for the Loan of Loans and Borrower's other
     properties  and to examine or audit Borrower's books, accounts, and records
     end  to  make  copies  and  memoranda  of  Borrower's  books, accounts, and
     records.  If  Borrower  now  or at any time hereafter maintains any records
     (including  without  limitation  computer  generated  records  and computer
     software  programs for the generation of such records) in the possession of
     a  third party, Borrower, upon request of Lender, shall notify such party w
     permit  Lender  free  access to such records at all reasonable times and to
     provide Lender with copies of any records it may request, all at Borrower's
     expense.

LENDER'S  EXPENDITURES.  If  any  action  or  proceeding is commenced that would
materially  affect  Lender's  interest in the Collateral or If Borrower falls to
comply  with any provision of this Agreement or any Related Documents, including
but  not  limited to Borrower's failure to discharge or pay when due any amounts
Borrower  is  required  to  discharge or pay under this Agreement or any Belated
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action that Lender deems appropriate, to the extent permitted by applicable
law  on  any  Collateral  and  paying  all  costs  for insuring, maintaining and
preserving  any Collateral. All such expenditures incurred or paid by Lender for
such  purposes  will  then bear interest at the rate charged under the Note from
the  date  incurred  or paid by Lender to the date of repayment by Borrower. All
such  expenses  will  become a part of the indebtedness and, at Lender's option,
will  (A)  be  payable on demand; (B) be added to the balance of the Note and be
apportioned  among  and  be  payable with any installment payments to become due
during  either  (1)  the  term  of  any  applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be
due  and  payable  at  the  Note's  maturity.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Indebtedness  and  Liens.  (1) Except for trade debt incurred in the normal
     course  of  business  and  indebtedness  to  Lender  contemplated  by  this
     Agreement,  create,  incur  or  assume  indebtedness  for  borrowed  money,
     including  capital  leases,  (2)  sell, transfer, mortgage, assign, pledge,
     lease,  grant  a security Interest in, or encumber any of Borrower's assets
     (except  as  allowed  as Permitted Liens), or (3) sell with recourse any of
     Borrower's  accounts,  except  to  Lender.

     Continuity  of  Operation.  (1)  Engage  in  any  business  activities
     substantially  different than those in which Borrower is presently engaged,
     (2)  cease  operations,  liquidate, merge, transfer, acquire or consolidate
     with  any  other  entity,  change  its  name,  dissolve or transfer or sell
     Collateral out of the ordinary course of business, or (3) pay any dividends
     on  Borrower's  stock (other than dividends payable in its stock, provided,
     however that notwithstanding the foregoing, but only so long as no Event of
     Default  has occurred and is continuing or would result from the payment of
     dividends,  if  Borrower is a "Subchapter S Corporation" (as defined in the
     Internal  Revenue Code of 1986 as amended), Borrower may pay cash dividends
     on  its stock to its shareholders from time to time in amounts necessary to
     enable  the  shareholders to pay income taxes and make estimated income tax
     payments  to  satisfy  their  liabilities under federal and state law which
     arise  solely  from  their  status  as  Shareholders  of  a  Subchapter  S
     Corporation  because  of  their  ownership of shares of Borrower's stock or
     purchase  or  retire any of Borrower's outstanding shares or alter or amend
     Borrower's  capital  structure.

     Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or
     assets,  (2)  purchase,  create  or  acquire  any  interest  in  any  other
     enterprise  or  entity,  or (3) incur any obligation as surety or guarantor
     other  than  in  the  ordinary  course  of  business.

CESSATION  OF  ADVANCES.  If  Lender has made any commitment to make any Loan to
Borrower,  whether  under  this  Agreement  or under any other agreement, Lender
shall  nave no obligation to make Loan advances or to disburse Loan proceeds if;
(A) Borrower or any guarantor is in default under the terms of this Agreement or
any other agreement that Borrower or any guarantor has with Lender; (B) Borrower
or  any  guarantor  dies,  becomes  incompetent  or  becomes  insolvent, files a
petition  in  bankruptcy  or similar proceedings, or Is adjudged a bankrupt; (C)
there occurs a material adverse change in Borrower's financial condition, in the
financial condition of any guarantor, or In the value of any collateral securing
any  Loan;  or  (D)  any guarantor seeks, claims or otherwise attempts to limit,
modify  or  revoke  such guarantor's guaranty of the Loan or any other loan with
Lender;  or (E) Lender in good faith deems itself insecure, even though no Event
of  Default  shall  have  occurred,

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Borrower's  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  alt accounts Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for  which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
debt  against  any  and  all  such  accounts.

DEFAULT.  Each of the following shall constitute an Event of Default under this
Agreement:

     Payment  Default.  Borrower  fails  to  make any payment when due under the
     Loan.

     Other  Default.  Borrower  fails to comply with any other term, obligation,
     covenant  or condition contained in this Agreement or in any of the Related
     Documents.

     Default  In  Favor  of  Third  Parties.  Borrower  defaults under any loan,
     extension  of  credit,  security agreement, purchase or sales agreement, or
     any  other  agreement,  in  favor  of any other creditor or person that may
     materially affect any of Borrower's property or Borrower's ability to repay
     the  Loans  or  perform  Borrower's obligations under this Agreement or any
     related  document.

     False  Statements.  Any  representation  or  statement  made by Borrower to
     Lender  is  false  in  any  material  respect.

INSOLVENCY,  The  dissolution  or termination OF Borrower's EXISTENCE as a going
business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any type of
creditor  workout,  or  the


<PAGE>

                            BUSINESS LOAN AGREEMENT
LOAN NO: 51326                   (CONTINUED)                              PAGE 3
================================================================================

     commencement  of  any proceeding under any bankruptcy or insolvency laws by
     or  against  Borrower.

     Creditor  or  Forfeiture  Proceedings.  Commencement  of  foreclosure  or
     forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
     repossession  or  any  other  method, by any creditor of Borrower or by any
     governmental  agency  against  any  collateral  securing  the  Loan.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to  any  Guarantor  of  any  of  the  Indebtedness or any Guarantor dies or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under,  any  Guaranty  of  the  Indebtedness.

     Change in Ownership. Any change in ownership of twenty-five percent (25) or
     more  of  the  common  stock  of  Borrower. Insecurity, Lender i good faith
     believes  itself  insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise  provided  in this Agreement or the Related Documents, all commitments
and  obligations  of  Lender  under  this  Agreement  immediately will terminate
[Including "any obligation to make further Loan Advances or disbursements), and,
at  Lender's  option,  all Indebtedness immediately will become due and payable,
nil without notice of any kind to Borrower, except that, in the case of an Event
of  Default  of  the  type  described in the "Insolvency" subsection above, such
acceleration shall be automatic and not optional. In addition, Lander shall have
all  the  rights  and remedies provided in the Related Documents or available at
law, in equity, or otherwise. Except as may be prohibited by applicable law, all
of  Lender's  rights  and  remedies  shall  be  cumulative  and may be exercised
singularly  or  concurrently.  Election by Lender to pursue any remedy shall not
exclude  pursuit of any other remedy, and an election to make expenditures or to
take  action  to  perform  an obligation of Borrower or of any Grantor shall not
affect  Lender's  right  to  declare  default  and  to  exercise  its rights and
remedies.

ARBITRATION.  BORROWER  AND  LENDER  AGREE  THAT  ALL  DISPUTES,  CLAIMS  AND
CONTROVERSIES  BETWEEN  THEM  WHETHER  INDIVIDUAL,  JOINT,  OR  CLASS IN NATURE,
ARISING  FROM THIS AGREEMENT OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT
AND  TORT  DISPUTES,  SHALL  BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN
ARBITRATION  ASSOCIATION  IN EFFECT AT THE TIME THE CLAIM IS FILED, UPON REQUEST
OF  EITHER PARTY. NO ACT TO TAKE OR DISPOSE OF ANY COLLATERAL SHALL CONSTITUTE A
WAIVER  OF  THIS  ARBITRATION  AGREEMENT  OR  BE  PROHIBITED BY THIS ARBITRATION
AGREEMENT.  THIS  INCLUDES, WITHOUT LIMITATION, OBTAINING INJUNCTIVE RELIEF OR A
TEMPORARY RESTRAINING ORDER; INVOKING A POWER OF SALE UNDER ANY DEED OF TRUST OR
MORTGAGE;  OBTAINING  A  WRIT  OF  ATTACHMENT  OR  IMPOSITION  OF A RECEIVER; OR
EXORCISING  ANY  RIGHT*  RELATING  TO  PERSONAL  PROPERTY,  INCLUDING  TAKING OR
DISPOSING  OF SUCH PROPERTY WITH OR WITHOUT JUDICIAL PROCESS PURSUANT TO ARTICLE
9  OF  THE  UNIFORM  COMMERCIAL  CODE.  ANY  DISPUTES,  CLAIMS, OR CONTROVERSIES
CONCERNING  THE  LAWFULNESS  OR  REASONABLENESS  OF  ANY ACT, OR EXERCISE OF ANY
RIGHT,  CONCERNING  ANY  COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR
OTHERWISE  MODIFY  ANY  AGREEMENT  RELATING  TO  THE  COLLATERAL,  SHALL ALSO BE
ARBITRATED,  PROVIDED  HOWEVER  THAT  NO  ARBITRATOR SHALL HAVE THE RIGHT OR THE
POWER  TO  ENJOIN  OR  RESTRAIN  ANY  ACT  OF ANY PARTY. JUDGMENT UPON ANY AWARD
RENDERED  BY  ANY  ARBITRATOR  MAY  BE ENTERED IN ANY COURT HAVING JURISDICTION.
NOTHING IN THIS AGREEMENT SHALL PRECLUDE ANY PARTY FROM SEEKING EQUITABLE RELIEF
FROM  A  COURT  OF COMPETENT JURISDICTION. THE STATUTE OF LIMITATIONS, ESTOPPEL,
WAIVER,  LACHES, AND SIMILAR DOCTRINES WHICH WOULD OTHERWISE BE APPLICABLE IN AN
ACTION BROUGHT BY A PARTY SHALL BE APPLICABLE IN ANY ARBITRATION PROCEEDING, AND
THE  COMMENCEMENT  OF AN ARBITRATION PROCEEDING SHALL BE DEEMED THE COMMENCEMENT
OF  AN ACTION FOR THESE PURPOSES. THE FEDERAL ARBITRATION ACT SHALL APPLY TO THE
CONSTRUCTION,  INTERPRETATION,  AND  ENFORCEMENT  OF THIS ARBITRATION PROVISION.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and  the  plural  shall  include  the singular, as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed  to  such  terms in the Uniform Commercial Code. Accounting
words  end terms not otherwise defined in this Agreement shall have the meanings
assigned  to them in accordance with generally accepted accounting principles as
in  effect  on  the  date  of  this  Agreement:

     Advance.  The word "Advance" means a disbursement of Loan funds made, or to
     be  made,  to  Borrower  or  on  Borrower's  behalf  on a line of credit or
     multiple  advance  basis  under the terms and conditions of this Agreement.

     Agreement. The word "Agreement" means this Business Loan Agreement, as this
     Business  Loan  Agreement  may  be  amended  or modified from time to time,
     together  with  all  exhibits  and schedules attached to this Business Loan
     Agreement  from  time  to  time.

     Borrower. The word "Borrower" means YP.Net, Inc., and all other persons and
     entities  signing  the  Note  in  whatever  capacity.

     Collateral.  The word "Collateral" means all property and assets granted as
     collateral  security for a Loan, whether real or personal property, whether
     granted  directly  or indirectly, whether granted now or In the future, and
     whether  granted  in  the form of a security interest, mortgage, collateral
     mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
     collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional  sale,  trust  receipt,  lien,  charge, lien or title retention
     contract,  lease or consignment intended as a security device, or any other
     security  or lien interest whatsoever, whether created by law, contract, or
     otherwise.  Event  of Default. The words "Event of Default" mean any of the
     events  of  default  set  forth in this Agreement In the default section of
     this  Agreement.

     GAAP.  The  word  "GAAP"  means  generally  accepted accounting principles.

     Grantor.  The  word "Grantor" means each and all of the persons or entities
     granting  a  Security  Interest  in  any Collatoral for the Loan, including
     without  limitation  all  Borrowers  granting  such  g  Security  Interest.
     Guarantor.  The  word  "Guarantor"  means  any  guarantor,  surety,  or
     accommodation  party  of  any  or  all  of  the  Loan.

     Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender,
     including  without  limitation  a  guaranty  of  all  or  part of the Note.
     Indebtedness.  The  word "Indebtedness" means the indebtedness evidenced by
     the  Note  or  Related  Documents,  including  all  principal  and interest
     together  with  all  other  indebtedness  and  costs and expenses for which
     Borrower  is  responsible  under this Agreement or under any of the Related
     Documents.  Lender.  The  word  "Lender"  means  Bank of the Southwest, its
     successors  and  assigns.

     Loan.  The  word "Loan" means any and all bans and financial accommodations
     from  Lender  to  Borrower  whether  now or hereafter existing, and however
     evidenced,  Including  without  limitation  those  loans  and  financial
     accommodations  described  herein  or  described on any exhibit or schedule
     attached  to  this  Agreement  from  time  to  time.

     Note.  The  word  "Note"  means  the  Mote  executed by YP.Net, Inc. In the
     principal  amount  of  $350,000.00  dated  May  2,  2003, together with all
     renewals  of,  extensions  of,  modifications  of,  refinancings  of,
     consolidations  of,  and  substitutions  for  the note or credit agreement.

     Permitted  Liens.  The  words "Permitted Liens" mean (1) liens and security
     interests  securing  Indebtedness owed by Borrower to Lender; (2) liens for
     taxes,  assessments,  or  similar  charges  either  not  yet  due  or being
     contested in good faith; (3) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and  securing  obligations which are not yet delinquent. (4) purchase money
     liens or purchase money security interests upon or in any property acquired
     or  held  by  Borrower  in  the


<PAGE>

                            BUSINESS LOAN AGREEMENT
LOAN NO: 51326                   (CONTINUED)                              PAGE 4
================================================================================

     ordinary course of business to secure indebtedness outstanding on this date
     of  this  Agreement or permitted to be incurred under the paragraph of this
     Agreement titled "Indebtedness and Liens"; (5) liens and security interests
     which,  as of the date of this Agreement have been disclosed W and approved
     by  the Lender in writing; and |6| those liens and security Interests which
     in the aggregate constitute an immaterial and insignificant monetary amount
     with  reaped  to  the  net  value  of  Borrower's  assets.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit  agreements,  loan agreements, environmental agreements, guaranties,
     security  agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or  hereafter  existing,  executed  in  connection  with  the  Loan.

BORROWER  ACKNOWLEDGES  HAVING  READ  ALL  THE  PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT  AND  BORROWER  AGREES  TO  ITS TERMS, THIS BUSINESS LOAN AGREEMENT IS
DATED  MAY  2,  2003.

BORROWER:

YP.NET, INC.

BY: /s/ Angelo Tullo, chairman
   ------------------------------------------------
   ANGELO TULLO, CHAIRMAN/PRESIDENT/CEO OF YP.NET,
   INC.


BANK OF THE SOUTHWEST

BY: /s/
   -----------------------------------------------
   AUTHORIZED SIGNER

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


<PAGE>
                     DUSBURSEMENT REQUEST AND AUTHORIZATION



                                                       
 Principal   Loan Date    Maturity   Loan No.  Call/Coll  Account  Officer  Initials
$250,000.00  05-02-2003  05-02-2004   51326                          BAC
-----------  ----------  ----------  --------  ---------  -------  -------  --------


  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to test length limitations.
--------------------------------------------------------------------------------



                                          
Borrower:  YP.Net, Inc.                         Lender: Bank of the Southwest
           4840 East Jasmine Street Suite #105          7910 South Kyrene Road, Suite 108
           Mesa, AZ 85202                               Tempe, AZ 85284

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


LOAN  TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Corporation for $250,000,00 due on May 2, 2004, The reference rate (highest
base  rate  on  corporate loans posted by at least 75% of the nation's 30 latest
banks  that  The  Wall  Street  Journal  publishes  as the Prime Rate, currently
4.250%) is added to the margin of 0.500%, resulting in an initial rate of 4.750.

PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:

     [ ]  Personal,  Family,  of  Household  Purposes or Personal Investment.

     [X] Business (Including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is:  Working capital.

DISSURSEMENT INSTRUCTIONS.   Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied.  Please disburse the loan proceeds of $250,000.00 as follows:

               Undisbursed  Funds:                    $249,750.00
               Other  Disbursements:                      $250.00
                    $250.00  Documentation  Fee
                    Due  Lender  From Loan Proceeds
                                                   ------------------
               Note Principal:                        $250,000.00

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:

               Prepaid Finance Charges Paid In Cash:        $0.00
               Other Charges Paid In Cash:                $250.00
                  $ 250.00 Documentation Fee
                                                   ------------------
               Total Charges Paid in Cash:                $250.00

FINANCIAL  CONDITION  BV  SIGNING  THIS  AUTHORIZATION,  BORROWER REPRESENTS AND
WARRANTS  TO  LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS  DISCLOSED  IN  BORROWER'S  MOST  RECENT  FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION  IS  DATED  MAY  2,  2003.


YP.NET, INC.

BY: /s/ Angelo Tullo, chairman
   ------------------------------------------------
   ANGELO TULLO, CHAIRMAN/PRESIDENT/CEO OF YP.NET,
   INC.

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

Source: OneCLE Business Contracts.