TRANSFER AND REPAYMENT AGREEMENT

This Transfer and Repayment Agreement (the “Agreement”) is entered into effective as of April 1, 2005 (the “ Effective Date ”), among YP CORP., a Nevada corporation, f/k/a YP.Net, Inc. and f/k/a RIGL Corporation (the “ Company ”), MORRIS & MILLER, LTD., an Antigua corporation (“ Morris & Miller ”), MATHEW AND MARKSON, LTD., an Antigua corporation (“ Mathew and Markson ” and together with Morris & Miller, the “ Shareholders ”). All of the parties to this Agreement are collectively referred to as the “Parties.”

Mathew and Markson and Telco Billing, Inc., a Nevada corporation (“ Telco ”) executed that certain Exclusive Licensing Agreement, dated September 21, 1998 (the “ Licensing Agreement ”), pursuant to which Mathew and Markson granted a 20-year exclusive license to Telco with respect to the name “YELLOW-PAGE.NET,” including the name, the trade name, trademark and the URL www.yellow-page.net (collectively, the “ Name ”) in exchange for certain payments.

The Parties and Telco executed that certain Stock Purchase Agreement, dated March 16, 1999 (the “ Stock Purchase Agreement ”), pursuant to which the Company acquired all of the outstanding shares of Telco, including those shares owned by the Shareholders. The Stock Purchase Agreement provided the Shareholders with the right to “put” shares of the Company owned by them back to the Company under certain circumstances. In connection with the execution of the Stock Purchase Agreement, the Company agreed to pay an accelerated payment under the Licensing Agreement in exchange for the acquisition of the Name.

The Parties then executed that certain Amendment to the Stock Purchase Agreement, dated March 16, 1999 (the “ First Amendment ”), which cured a technical default under the Stock Purchase Agreement.

Subsequently, the Parties executed that certain 2nd Amendment to Stock Purchase Agreement, effective September 12, 2000 (the “ Second Amendment ”), pursuant to which the “put” rights of the Shareholders were terminated in exchange for the creation of revolving lines of credit for the benefit of the Shareholders. Under the lines of credit, the Company agreed to lend up to $10,000,000 to each Shareholder, subject to certain limitations (the “ Revolvers ”).

In December 2001, the Company and Mathew and Markson executed a binding term sheet to address previous and existing defaults by the Company on payments owed to Mathew and Markson in connection with the accelerated payments and the assignment of the Name to the Company (the “ Term Sheet Agreement ”). The Term Sheet Agreement provided for a final payment by the Company to Mathew and Markson of $550,000 (the “ Company Debt ”) to be evidenced by a promissory note and was secured by a pledge of 2,000,000 shares of Company stock (“ Collateral Shares ”). $115,865 of the Company Debt has not been paid to date.

As of October 31, 2003, the Parties executed that certain Amendment No. 3 to Stock Purchase Agreement (the “ Third Amendment ” and collectively with the Stock Purchase Agreement, the First Amendment and the Second Amendment, the “ Purchase Agreement ”), pursuant to which the Revolvers were terminated in exchange for the Company’s agreement to (a) make final, predetermined advances to the Shareholders; and (b) pay quarterly dividends to all of the Company’s shareholders, subject to applicable law and the terms and conditions of the Third Amendment.

The Parties desire to have the Shareholders repay the advances made pursuant to the Third Amendment and to clarify and resolve certain matters between the Parties on the terms set forth in this Agreement.

In consideration of the mutual promises set forth in this Agreement and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.             Confirmation of Prior Assignment of Name; Assignment of Additional Intellectual Property; Continuing Indemnity .

1.1          Confirmation of Assignment . The Shareholders acknowledge, agree and confirm that (a) all of the right, title, interest, and goodwill, including common law rights, in the Name was sold, conveyed, transferred and assigned to Telco and the Company, their successors, assigns and legal representatives, exclusively throughout the world on a quit claim basis, in March 1999 in connection with the Stock Purchase Agreement and the Licensing Agreement was thereby terminated and (b) the Parties intended to effect the assignment and transfer of the Name at that time.

1.2          Assignment of Additional Intellectual Property . The Shareholders hereby sell, convey, transfer and assign to Telco, its successors, assigns and legal representatives, exclusively throughout the world, on a quit claim basis all of their respective right, title, interest, and goodwill, including common law rights, in and to the names, tradenames, trademarks, URL’s and domain names listed on Exhibit A (collectively, the “ Assigned IP ”) in the United States of America and in all countries and jurisdictions of the world, including the right to file for protection of the Assigned IP throughout the world. Shareholders agree to perform, at the Company’s expense, all acts and to execute such other documents, if any, necessary for the Company to perfect its ownership in and to the Assigned IP.

1.3          Indemnification . Despite the termination of the Licensing Agreement, the Company’s indemnification obligations pursuant to Sections 5 and 6 of the Licensing Agreement shall remain in full force and effect.

2.             Repayment of Advances; Satisfaction of Company Debt .

2.1          Advances Generally . The Parties agree that: (a) the Company has no obligation to make any additional Advances (as defined in the Third Amendment) to the Shareholders; and (b) the amount owed by the Shareholders to the Company with respect to the Advances already made, including principal, interest and all other amounts due pursuant to the Third Amendment, is $3,895,000 (the “ Repayment Amount ”).

2.2          Repayment of Advances . The Shareholders shall pay and satisfy the Repayment Amount to the Company by (i) offsetting the balance of the Company Debt against the Repayment Amount; (ii) making the assignment required by Section 1.2 ; (iii) providing the restrictive covenants set forth in Section 2.5 ; (iv) releasing any liens on the Collateral Shares in accordance with Section 2.3 ; and (v) delivering to the Company one or more stock certificate(s) evidencing 1,889,566 shares of Company common stock (the “ Repayment Shares ”) for cancellation by the Company. The parties hereby agree that upon delivery of such payment or consideration, including the Repayment Shares, (A) the Repayment Amount shall be deemed paid in full, the Shareholders shall have no obligation to make any further payments with respect to the Advances, and all security for repayment of the Advances contemplated by the Third Amendment shall be deemed to be released, and (B) the Company Debt is satisfied and paid and the Company has no further obligation of payment to the Shareholders with respect to the Company Debt.

2.3          Release of Collateral . The Shareholders hereby release and extinguish any and all liens the Shareholders may have pertaining to the Collateral Shares. The Company hereby releases any and all liens it may have pertaining to any shares of Company common stock, warrants, or convertible securities owned by or registered to the Shareholders.

2.4          Effect on Third Amendment . Upon satisfaction of the Repayment Amount pursuant to Section 2.2 , the Third Amendment shall be deemed amended as follows:

2.4.1    all references to Advances are deleted;

2.4.2    all provisions of Article 1 of the Third Amendment (other than Section 1.2) are deleted;

2.4.3    Section 1.2 of the Third Amendment is amended to read in its entirety as follows:

“1.2     Termination of Revolvers . The Revolvers have terminated and expired and are of no further force or effect. The Company is no longer obligated to advance any funds to the Shareholders or any assignee of the Shareholders.”; and

2.4.4    all provisions of Article 4 of the Third Amendment are deleted.

Except as set forth in this Agreement, the Third Amendment shall remain in full force and effect.

2.5          Non-Competition and Non-Solicitation .

2.5.1    For a period of five years from the Effective Date, the Shareholders, and their officers, managers, employees, consultants, members, partners, liaisons, affiliates, or control persons will not, directly or indirectly, either individually or in connection with another entity or any third-party, compete with the current business of the Company or participate or invest in the development of a product or the provision of services that reasonably could be deemed to be competitive with any current products, services, concepts or lines of business of the Company.

2.5.2    For a period of five years from the Effective Date, the Shareholders, and their officers, managers, employees, consultants, members, partners, liaisons, affiliates, or control persons will not, directly or indirectly, either individually or in connection with another entity or any third-party, solicit, do business with, call upon, handle, deliver products or render services to any active or prospective customer of the Company (including, without limitation, a corporate customer itself, the representatives of a corporate customer, and any affiliated entity of a corporate customer) for the purpose of soliciting or selling such active or prospective customer the same as, similar to, or related products or services that the Company currently provides.

2.5.3    The Shareholders expressly acknowledge and agree that the restrictions contained in this Section 2.5 are entirely reasonable and are properly and necessarily required for the adequate protection of the Company’s current business and intellectual property rights. If a court of competent jurisdiction determines that five ye