STOCK REPURCHASE AND DOMAIN NAME TRANSFER AGREEMENT

This Stock Repurchase and Domain Name Transfer Agreement (this “ Agreement ”), effective as of July 21, 2006, is entered into by and among YP Corp, a Nevada corporation (“ YP ”), Telco Billing, Inc., a Nevada corporation and wholly-owned subsidiary of YP (“ Telco ”) and Onramp Access, Inc., a Texas corporation (“ Onramp ”).

WHEREAS , Onramp has registered the internet domain name www.yp.com (the “ Domain Name ”); and

WHEREAS , on July 8, 2003, Telco and Onramp entered into an Exclusive Domain Name License Agreement (the “ License Agreement ”), pursuant to which Onramp agreed to license the Domain Name in exchange for $250,000 and 100,000 shares of YP’s common stock (the “ Shares ”); and

WHEREAS , pursuant to Section 2.2.2 of the License Agreement, Onramp could exercise a put option to sell the Shares to Telco for $3.00 per share (the “ Repurchase ”), provided that Onramp grant all right, title and interest in the Domain Name to Telco (the “ Domain Transfer ”); and

WHEREAS , Onramp has notified YP and Telco of Onramp’s intention to consummate the Repurchase and the Domain Transfer; and

WHEREAS , the parties desire to set forth the terms and conditions pursuant to which each will complete the Repurchase and Domain Transfer.

NOW, THEREFORE , in consideration of the acts, payments, covenants and mutual agreements herein described and agreed to be performed, YP, Telco and Onramp hereby agree as follows:

(a)         Upon the terms of the License Agreement and this Agreement, Onramp hereby agrees to sell to YP, and YP hereby agrees to purchase from Onramp, the Shares.

(b)         The purchase price per share for the Shares shall be $3.00 per share, or an aggregate of Three Hundred Thousand Dollars and No/100 ($300,000) (the “ Purchase Price ”).

(c)         Immediately prior to payment of the Purchase Price, Onramp shall surrender to YP, or to an agent mutually acceptable to Onramp and YP, any and all certificates representing the Shares being purchased, together with duly executed stock powers for the transfer of such Shares to YP, or otherwise provide to YP satisfactory evidence of the transfer of the Shares to YP. Within two hours after YP’s receipt, either directly or through the agent designated above, of such certificates and transfer instruments from Onramp, or upon YP’s receipt of such other satisfactory evidence of the transfer of the Shares to YP, YP shall pay the Purchase Price for the Shares to Onramp by check or by wire transfer to an account designated in writing by Onramp in immediately available funds.

(a)         Onramp agrees to irrevocably sell, assign and transfer unto Telco all of its right, title and interest in and to the Domain Name and any related information associated therewith, along with any associated intellectual property rights thereto, including without limitation all trademark value, goodwill and other rights associated with the formatives or marks “YP” and “YP.COM” (the “ Transferred Rights ”). Telco hereby accepts such assignment and transfer.

(b)         Onramp hereby irrevocably consents and authorizes the current registrar of this Domain Name (the “ Registrar ”) to transfer the Domain Name to Telco in accordance with the regular transfer procedures of Registrar. Onramp will complete any and all papers required by Registrar necessary to transfer this Domain Name, including submitting to Registrar the appropriate fee(s), with the fees reimbursed by Telco. Onramp hereby agrees not to interfere, or cause any third party to interfere, with Telco in obtaining, registering, renewing and maintaining the Domain Name. Onramp agrees that it will submit the completed papers to Registrar and take all actions necessary to enable the Domain Transfer no later than ten (10) days after the effective date of this Agreement.

(c)         Upon execution of this Agreement, Onramp hereby agrees to promptly transfer and provide Telco with all pertinent facts, information and documents relating to the Domain Name or otherwise to the Transferred Rights which may be known and accessible to Onramp, including any contacts or communications from third parties generated by the Domain Name.

(d)         Onramp covenants and agrees that it and its directors, officers and employees shall hereafter take such other actions and execute such other agreements and instruments as are reasonably deemed necessary by Telco to document Onramp’s assignment to Telco of the Domain Name and other Transferred Rights.

3.       Representations, Warranties and Covenants of Onramp. Onramp hereby represents, warrants and covenants to YP as follows:

(a)         Ownership of the Shares. Onramp is the sole beneficial owner and holder of the entire right, title and interest in and to the Shares, free and clear of all liens and other encumbrances (other than restrictions on transfer imposed by federal and state securities laws).

(b)         Ownership of Domain Name. Except with respect to the license granted by the License Agreement, Onramp has not previously assigned, transferred to any party, granted any rights or license, or otherwise disposed of any rights in, and that is owns and possess all rights, title and interest in the Domain Name and other Transferred Rights. Onramp does not possess any actual knowledge of any existing threatened or known claims or liabilities against Onramp relating to the Domain Name and the Domain Name is free and clear of any liens, security interests and other encumbrances.

(c)         Authorization; Enforceability. Onramp has full powe