THIS CO-BRANDED SYNDICATION AGREEMENT ("Agreement") is entered into as of this 1st day of November, 2000 ("Effective Date"), by and between Intelligenx, Inc. d/b/a i411. com, a Delaware corporation with its principal place of business is located at 14320-D Sully field Circle, Chantilly, Virginia 20151 and YP. Net, Inc., a Nevada corporation with its principal place of business located at 48 40 East Jasmine Street, Suite 105, Mesa, Arizona 85205 ("YP. Ne') (each a 'Tqqy", and collectively, the "Parties" to this Agreement).

WHEREAS, i4ll has rights to a database of directory business listings and to proprietary Internet infiustructure technology that allows i4l I to provide affiliated Web sites with customized directory content and fimctionality that allows full text and categorized searching of online data consisting of yellow page business listings that are organized into geographic and product and service categories ('1411 Direc"), and YP. Net wishes to receive a license to use and distribute a co-branded i4l1 Directory in connection with its business.

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, i4ll and YP. Net agree as follows intending to be legally bound:

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