SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT between YP Corp., a Nevada corporation (the " Company ") and Peter J. Bergmann (" Bergmann "), is entered into and effective November 3, 2005 (the "Effective Date").

Bergmann and the Company previously entered into an Employment Agreement, dated June 6, 2004 (" Employment Agreement ") that specifies the terms and conditions of Bergmann's service as Chairman, President and Chief Executive Officer of the Company and Bergmann's compensation and benefits.

Company previously granted or issued Bergmann an aggregate of 1 ,350,000 shares of the Company's common stock, $.001 par value per share (" Common Stock "), in consideration of Bergmann's service as an officer and director of the Company (the " Original Stock "). 50,000, shares of the Original Stock were granted to Bergmann in 2002 and are fully vested (" 2002 Shares "); 1,000,000 shares of the Original Stock (" 2004 Shares '') were granted to Bergmann pursuant to a Restricted Stock Agreement dated as of June 6, 2004 (" Restricted Stock Agreement "); and 100,000 shares of the Original Stock were granted to Bergmann in April 2005 (" 2005 Shares ") and were subject to contractual transfer restrictions similar to the 2004 Shares.

In consideration of the payments and covenants set forth in this Agreement, the Company and Bergmann desire to enter into this Agreement to provide for their mutual separation and settlement.

a.         Resignation and Termination . Bergmann has resigned as Chairman and President of the Company and from any and all positions that he may be deemed to have held with any of the Company's subsidiaries. The Employment Agreement has been terminated and superseded by this Agreement and, therefore, is no longer in force or effect. Bergmann will continue to serve as a director until the Company's next annual shareholder's meeting and will also continue to serve as Chief Executive Officer in accordance with and subject to the restrictions and until the date set forth in and Section 5(f) .

b.       Waiver of Severance . Bergmann waives for himself and any of his affiliates, representatives, creditors or family members any right to severance benefits under the Employment Agreement in connection with the termination of the Employment Agreement and/or resignation of any positions held with the Company or its subsidiaries.

c.         Waiver of Reinstatement . Company is under no obligation to reinstate, renegotiate or re-execute the Employment Agreement or the terms thereof or reinstate or employ Bergmann. Bergmann waives any rights to recall or reinstatement of any past or future wages, bonuses, or compensation not specifically provided in this Agreement

a.         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 (collectively " Released Parties "), and as compensation for the covenants and services specified in this Agreement, Company will (i) continue to pay Bergmann the monthly salary he was receiving immediately prior to this Agreement through the last day of the Retention Period (as defined in Section 5(f)) (" Continuing Payments ") and (ii) pay to Bergmann the equivalent of 18 months of his current salary in one payment of $337,500 (the " Separation Payment ") on or before January 2, 2006. All applicable withholdings, including taxes, shall be deducted from the Continuing Payments and Separation Payment

b.         Health Insurance Coverage . The Company will pay Bergmann's COBRA health payment (" Insurance Coverage ") for the shorter of (i) 12 months following the Effective Date or (ii) until Bergmann is eligible for health coverage under another employer. Upon being eligible for alternative health care coverage, Bergmann will submit to the Company a written confirmation of his eligibility for health coverage from an alternative employer or source.

c.         Satisfaction of All Obligations . The Continuing Payments, Separation Payment and Insurance Coverage, together with payment of his accrued but unused vacation pay and payment of as yet unreimbursed business expenses (" Total Compensation "), will comprise the aggregate and final amount owed to Bergmann and all of his affiliates, representatives, creditors and family members. As of the Effective Date, no additional compensation, consideration, payments or benefits (including, without limitation, health or dental benefits, vacation, sick leave, insurance or any related or similar benefits) are or will be owed to Bergmann or any of his affiliates, representatives, creditors or family members. Notwithstanding the foregoing, the Company may at any time during the Payment Period (as defined in Section 5(f) below) request that Bergmann re-execute this Agreement and reaffirm the perpetuity of the Release set forth in Section 4(a) and, furthermore, the Company may condition any unpaid component of the Total Compensation upon Bergmann's compliance with such request, provided the Company is not itself in default or is engaged in any conduct after the date above that gives rise to any claim by Bergmann. Bergmann's failure to comply with a re-execution request will permit the Company to withhold any scheduled component of the Total Compensation without penalty, default or interest until such request is complied with.

a.         Forfeiture and Termination . Bergmann hereby forfeits to the Company, without any additional consideration, compensation or payment, alt shares of Original Stock beneficially owned by Bergmann or any affiliated party (" Forfeited Shares "), except for all of the 2002 Shares, 600,000 shares of the 2004 Shares and all of the 2005 Shares (collectively, the " Retained Shares "). The Restricted Stock Agreement and any written Agreement associated with the Retained Shares are hereby terminated and superseded by this Agreement.

b.         Continuing Limitation on Transfer . Bergmann agrees not to sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of any Retained Shares (excluding the 2002 Shares) (" Transfer ") before the date on which the restrictions on the Retained Shares (excluding the 2002 Shares) lapse in accordance with the vesting schedule set forth in Section 3(c) below. Any attempted disposition of the Retained Shares (excluding the 2002 Shares) in violation of the preceding sentence will be null and void, and the Company will not recognize or give effect to such transfer on its books and records or recognize the person or persons to who such proposed transfer has been made as the legal or beneficial owner of the Retained Shares. In the event that a Transfer is approved by the Company, Bergmann must, prior to consummating or affecting a Transfer, first obtain the written agreement of the transferee to be bound by the terms of this Agreement as if such transferee were deemed the original "grantee" of the Retained Shares.

c.         Lapse of Restrictions . The restrictions on the Retained Shares (excluding the 2002 Shares) set forth in Section 3(b) will lapse in accordance with the following schedule, subject to and as adjusted for, in the case of closing prices of the Company's common stock, stock splits, reverse stock splits, combinations, rectifications and the like;

*Notwithstanding the provisions above, in the event Bergmann materially breaches the provisions set forth in Section 5(l) the Restricted Shares will no longer be eligible for vesting and Bergmann must return the Restricted Shares to the Company without payment or any amount due for such Restricted Shares.

a.         Bergmann Release . Bergmann agrees to release, discharge, cancel, waive and acquit, for Bergmann and his affiliates, including, without limitation, for Bergmann's marital community, heirs, executors, administrators, and assigns, the Released Parties from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liabilities of any nature whatsoever, whether in law or equity, that Bergmann or his affiliates currently have, have had or may hereafter have against the Company or the Released Parties arising out of, or by reason of any cause, matter, or thing whatsoever existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT, except for any claim that Bergmann may have under the Indemnification Agreement between the parties dated June 6, 2004 (" Indemnification Agreement "), which Indemnification Agreement shall survive the termination of this Agreement. THIS FULL RELEASE OF ALL CLAIMS includes, without limitation, any claims, demands, or causes of action arising out of or under, or relating in any manner whatsoever to the Employment Agreement and/or termination thereof or of any asserted employment of Bergmann with the Company, Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991, as amended, the Fair Labor Standards Act, the Family Medical Leave Act, the Arizona Employment Protection Act, Arizona's Wage Payment statute, or any other applicable state or federal statute, or any common law cause of action, including claims for breach of any express or implied contract, wrongful discharge, tort, personal injury, or any claims for attorney's fees or other costs, as well as any claims that related to other agreements or arrangements, whether written or oral, between the Company and Bergmann, except for any claim that Bergmann may have under the Indemnification Agreement, nor caused to be instituted on his behalf or any of his affiliate's behalf, any legal proceeding, including filing any claims or complaint with any government agency alleging any violation of law or public policy against the Company or the Company's affiliates, attorneys or agents premised upon any legal theory or claim whatsoever, including without limitation, contract, tort, wrongful discharge, and breach of contract.

b.         The Company Release . The Company and the Released Parties agree to release, discharge, cancel, waive and acquit Bergmann and his affiliates from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liabilities of any nature whatsoever, whether in law or equity, that the Company or the Released Parties currently have, have had or may hereafter have against Bergmann and his affiliates arising out of, or by reason of any cause, matter, or thing whatsoever existing as of the date of execution of this Agreement, WHETHER KNOWN TO THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT. THIS FULL RELEASE OF ALL CLAIMS includes, without limitation, attorney's fees, and any claims, demands, or causes of action arising out of, or relating in any manner whatsoever to, the Employment Agreement, as well as any claims that related to other agreements or arrangements, whether written or oral, between the Company and Bergmann, The Company further covenants and agrees that it has not instituted, or caused to be instituted on the Company's behalf, any legal proceeding, including filing any claims or complaint with any government agency alleging any violation of law or public policy against Bergmann and his affiliates premised upon any legal theory or claim whatsoever, including without limitation, contract, tort, wrongful discharge, and breach of contract.

5.       Covenants . Bergmann agrees to comply with or satisfy each of the following covenants and obligations (the " Covenants ").

a.         Assumption of Automobile Lease and Home Lease . Bergmann assumes the lease of the BMW X5 currently acquired by the Company for Bergmann and is responsible for all payment and related obligations thereunder. If not already accomplished, Bergmann will also immediately notify the landlord of his current place of residence in writing (a copy of which will be provided to the Company) of his relocation and the Company's intent to terminate the lease.