TERMINATION AGREEMENT

This Termination Agreement, by and between YP Corp., a Nevada corporation, f/k/a YP.Net, Inc. (the “ Company ”) and Advanced Internet Marketing, Inc., an Arizona corporation (“ AIM ”), is entered into and effective as of November 4, 2004 (the “ Effective Date ”).

AIM and the Company previously entered into an Executive Consulting Agreement, dated September 20, 2002 (“ Consulting Agreement ”) that specifies the terms and conditions of AIM’s provisions to the Company of the services of Corporate Secretary, Vice President and a director. Under the Consulting Agreement the Company is obligated to make payments to AIM until September 30, 2007 of approximately $1 million. AIM and AIM’s officers, directors, shareholders are collectively referred to throughout this Agreement as “ AIM .”   In certain cases, the reference to AIM may refer to an individual officer or director of AIM.

Company previously granted AIM and/or its employees shares of its common stock, at $.001 par value per share pursuant to Company’s 2003 Stock Plan, that are subject to transfer restrictions and forfeiture back to Company in the event AIM ceases providing services to Company (“ Restricted Stock ”). The shares of Restricted Stock are subject to a vesting schedule whereby the transfer restrictions and forfeiture provisions lapse with respect to a portion of such shares upon the passage of time and/or the achievement of certain corporate objectives. The vesting schedules of the respective allotments of Restricted Stock are set forth in one or more Restricted Stock Agreements between Company and AIM or individually with AIM’s employees (“ Restricted Stock Agreements ”).

AIM and the Company acknowledge that in connection with the execution of this Agreement, DeVal Johnson has resigned as an officer of both Company and its wholly-owned subsidiary, Telco Billing, Inc. DeVal Johnson is the President of AIM and was the person previously designated by both parties to provide the executive officer services of Vice President and Corporate Secretary and the services of a Director to the Company under the Consulting Agreement.

AIM and the Company agree that it is in their respective best interests to terminate the Consulting Agreement.

In consideration of the payments and benefits set forth in this Agreement, AIM desires to waive any payments and benefits to which it may otherwise be entitled upon the termination of the Consulting Agreement.

1.     Resignation and Termination .

a.     General . AIM and the Company acknowledge that DeVal Johnson has resigned as an officer of both the Company and its wholly-owned subsidiary, Telco Billing, Inc., effective as of the Effective Date. The resignation and termination were not due to negligence, malfeasance, theft or embezzlement by Johnson or any other employees of AIM while in the employ of the Company.

b.     Termination of Consulting Agreement . As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

c.     Waiver of Severance . AIM waives any right to severance benefits under the Consulting Agreement in connection with the termination of the Consulting Agreement.

d.     Waiver of Reinstatement . AIM and its affiliates acknowledge and agree that Company is under no obligation to reinstate, renegotiate or re-execute the Consulting Agreement or the terms thereof or reinstate or employ any of AIM’s officers, agents or employees, and it hereby waives any rights to recall or reinstatement of any past or future wages, bonuses, compensation not specifically provided in this Agreement.

2.     Buy-Out Payments . In complete and full satisfaction and in lieu of all claims for compensation, benefits, severance or related payments from Company or any and all of its affiliates, subsidiaries, corporate parents, agents, officers, shareholders, employees, attorneys, successors, and assigns, and as compensation for the services specified in this Agreement, Company will pay to AIM an aggregate of $367,570 in periodic payments (“ Buy-Out Payments ”) as follows:

a.     $14,865 payable at the beginning of each month for 18 months commencing December 1, 2004;

b.     $50,000 upon signing of this Agreement; and

c.     $50,000 on January 1, 2005.

Upon the sale of all or substantially all of the assets of the Company and Company’s wholly-owned subsidiary, Telco Billing, Inc., or a change of control as defined by the Securities and Exchange Commission, all the foregoing Buy-Out Payments will be immediately due and payable.

3.     Default .

a.     If the Company fails to make any payment to AIM hereunder when due and the nonpayment lasts more than 10 days AIM shall send written notice of default by registered U.S. mail to the Company at the address herein with a 20-day grace period for the Company to cure. If the amount remains uncured at the end of that period the Company would be in default under this agreement.

b.     A filing under the Bankruptcy Statutes or the appointment of a receiver for a substantial portion of the Company’s and its subsidiary’s assets would be a default under this Agreement.

c.     After the second occurrence of the Company’s failure to make a Buy-Out Payment when due, after the grace period and opportunity to cure as provided in Section 3(a) above, the delinquent Buy-Out Payment will be subject to a 5% penalty fee. If at any time the Company fails to cure a default, this shall cause all Buy-Out Payments due under this Agreement to be immediately due and payable together with a penalty of 5% on the entire balance. From that point forward, the balance shall accrue default interest at the default rate of 10% per annum until paid in full.

4.     Retention of Restricted Stock . Except as otherwise provided in this Agreement, the Restricted Stock Agreements remain in full force and effect. AIM and its employees will be permitted to receive and retain the shares of Restricted Stock as authorized by the Board of Directors and reflected in the minutes of the Company, and such shares will continue to vest in accordance with the vesting schedule set forth in the Restricted Stock Agreements.

5.     Transition and Consultation . From the Effective Date and during the period in which the Company is paying AIM the Buy-Out Payments, and without any additional consideration not provided for herein, AIM will comply with all reasonable requests made by Company to facilitate an orderly and successful transition of the duties and services previously fulfilled and provided by AIM. Additionally, during such period, and without any additional consideration not provided for herein, AIM will make available to Company, any specific AIM officer, director, consultant, or employee, requested by Company, as well as AIM’s collective expertise and experience for the benefit of Company either at the Company’s facilities or elsewhere and will cause such officers, directors, consultants, or employees requested by Company to cooperate with Company in good faith to facilitate an orderly and successful transition of the duties previously fulfilled and provided by AIM (“ Consultation Obligation ”). The duties which shall fall under the purview of this agreement are those limited to graphic design, website design, development of Company marketing materials and assistance in reference to Company historical or archival material. The failure of AIM to produce or make physically available an officer, director, consultant or employee of AIM due to physical impossibility or the death or physical incapacity of such individual will not be deemed a breach or violation of this Section 5 or Agreement. DeVal Johnson will remain a director or consultant of AIM at all times during the term of this Agreement. AIM represents and warrants to Company that any services provided to Company pursuant to this Agreement will be performed in a professional and workmanlike manner. AIM acknowledges that AIM and its officers, directors, employees and consultants do not have any authority to execute contracts, agreements, documents or instruments, or negotiate on behalf of Company or otherwise to bind Company, unless expressly authorized by Company’s Chief Executive Officer. Notwithstanding any provision hereof, for all purposes of this Agreement, each party will be and act as an independent contractor and not as partner, joint venturer, or agent of the other, and will not bind nor attempt to bind the other to any contract. As an independent contractor, AIM is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort except as provided herein.

6.     Surviving Provisions from the Consulting Contract incorporated herein .

a.     As regards indemnity for actions taken by AIM on behalf of Company, the indemnity provisions included in the Bylaws as published, Nevada Statues, or the Consulting Agreement, whichever is broader, shall survive and are incorporated in this Agreement. In connection with any and all indemnity provisions, reasonable and prudent professional services and costs needed or expended by AIM for the Company’s regulatory inquiries (if any), Company’s litigation or filings of or by Company shall be billed by AIM in addition to the sums payable under Section 2 above. AIM and its agents may select accountants and lawyers separate from those employed to represent Company, the reasonable and prudent fees of which shall be paid by the Company.

b.     The tax provisions for taxes included in the Consulting Agreement for 2002, 2003 and 2004, until October 31, 2004, if any, shall survive and be included in this Agreement.

c.     Paragraph 10 of the original Consulting Agreement called for the election and payment of $1,000 by AIM for certain office equipment owned by the Company that would then be transferred to AIM. By signing below the Company acknowledges that AIM has elected to and will make this payment under that contract

7.     Mutual Covenants . Where indicated, AIM and its officers, directors, employees and consultants agree to comply with each of the following covenants (the “ Covenants ”), the violation or breach of which will permit Company, in accordance with Section 9 of this Agreement, to utilize the remedies set forth in Section 9 .

Where indicated, the Company and its officers, directors, employees and consultants ag