AUTHORIZATION TO PERFORM BUSINESS VALUATION THIS AGREEMENT ("Agreement") is entered into between IPA Advisory & Intermediary Services, 1250 Barclay Blvd., Buffalo Grove, Illinois, an Illinois corporation ("Advisor"), and YP.Net, Inc., a Nevada corporation ("Client"). ------------------------------------- Advisor will perform a Valuation of client business; prepare and deliver to Client a Valuation Report. The non-exclusive services of Advisor shall include, but not be limited to, taking any and all steps necessary to: - Analyze and evaluate the worth of client business; - Recast the business' financial statements, where necessary and appropriate, to accurately reflect existing business conditions; - Develop forecasts and pro forma financial statements for future years; and - Where possible, recommend changes to Client's accounting system, operating systems, procedures and policies where, in Advisor's professional judgment, the implementation of such changes would increase the value and enhance the salability of client business. Advisor will deliver the Valuation Report within 60 days subsequent to receipt from Client of the past three years Financial Statements, and such other information as is deemed necessary by Advisor, or from the on-site visit (whichever occurs last). The services provided hereunder shall not include accounting, legal, asset appraisal, development and implementation of systems, procedures, or pricing recommendations, business brokerage services, or estate and financial planning services. If it is determined that any of these services are required, Client may obtain such services under separate agreement with affiliates of Advisor, or such other independent advisors as Client determines appropriate. Advisor shall receive a professional services fee of US $ 37,500 . ------------ This fee is payable upon execution of this authorization. Advisor shall not make public or disclose to anyone outside of Advisor's organization, affiliated companies, or independent sources, without express authorization of Client, any information concerning Client's identity, customers, markets, products, financial history or current financial circumstances. Please initial each item below indicating your understanding: X No estimate of value (or indicated minimum value) for the business has been - ---- provided, nor will be provided prior to the presentation of the Valuation Report. X No assurance or guarantee was given that the business would be sold, or - ---- financing obtained, by virtue of the Valuation services herein contemplated. X No assurance or guarantee was given that Advisor has a specified buyer for - ---- Client. It is understood that Advisor is an independent valuation company and will Present an unbiased Valuation utilizing the following: - Market research - Historical accounting & operating information - Market conditions - Economic conditions - Competitor analysis - Information provided by Client - Application of professional standards for business valuation Nothing in this Agreement shall be construed to constitute a partnership between, or joint venture by, the parties hereto, or constitute either party as the agent or employee of the other. Client shall indemnify Advisor and each of its affiliates, officers, employees and agents against any loss resulting from any claim or legal proceeding whatsoever, asserted or brought by third parties, relating to the performance of any services of Advisor under this Agreement. THIS IS NOT AN AGREEMENT TO UNDERTAKE THE SALE OF CLIENT BUSINESS AND ADVISOR MAKES NO REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE BUSINESS WILL BE SOLD BY VIRTUE OF THE SERVICES CONTEMPLATED TO BE RENDERED UNDER THIS AGREEMENT. It is expressly agreed that this printed document embodies the entire agreement of the parties in relation to the subject of Business Valuation Services to be rendered by Advisor; no other understanding or agreement, verbal or otherwise, exists between the parties, except as herein expressly set forth. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and expressly agreed to by the parties. It is agreed that exclusive jurisdiction shall vest in the Nineteenth Judicial District of Lake County, Illinois, Illinois law applying. Client: YP.Net, Inc. Advisor: IPA Advisory & Intermediary ------------------------- Services, Inc. By: /s/ William O'Neal ---------------------------- Print Name: William O'Neal By: --------------------- ---------------------------------- Title: President Title: -------------------------- ------------------------------- Date: 12/8/99 Date: --------------------------- -------------------------------- IPA Advisory & Intermediary Services - 1250 Barclay Blvd., Buffalo Grove, Illinois 60089 - (888) 472-0808 - Fax: (847) 808-5599 INTERNATIONAL PROFIT ASSOCIATES, INC. 1250 Barclay Boulevard, Buffalo Grove, Illinois 60089 Management Consultants 1-800-531-7100 - Fax # 847-808-5594 ================================================================================ Address 4840 E. Jasmine St. #105 Telephone (480) 654-9646 x234 ------------------------------------ ------------------------- City Mesa State AZ Fax (480) 654-9727 ---------------------- -------------- -------------------------------- Zip Code 85205 County Maricopa Date 12/8/99 --------------- ---------------- ------------------------------- We engage you to analyze the items below and appraise their effect on our volume and profit. 1. Sales and Marketing 5. Labor Costs 9. Material Flow 2. Operations 6. Overhead 10. Cash Flow 3. Administration 7. Productivity 11. Any Other Unique Concerns 4. Material Costs 8. Overtime It is agreed that you will discuss: A. The improvements possible. B. Estimated net benefits to us of making necessary improvements. C. The fee for your services to install the improvements. You are authorized, and we agree, to make a comprehensive study of our company beginning December 9, 1999 for which we agree to pay International Profit -------------------- Associates twelve hundred dollars. This represents your full fee for this analysis. The fee will be payable upon satisfactory completion of the analysis. All information obtained by I.P.A. during the course of the analysis shall be held in strictest confidence. Accepted: International Profit Associates Yours very truly, /s/ Douglas A. McCle Y.P.Net, Inc. - --------------------------------- ----------------------------------- By Company name Senior Executive /s/ William O'Neal - --------------------------------- ----------------------------------- Title Authorized by ---------------- President - --------------------------------- ----------------------------------- No. Title Employees Estimated Annual Volume 23 $15,000,000 PROFIT ENGINEERING