Unassociated Document


    
      

    

    Exhibit
      10.6

     

    FIRST
      AMENDMENT TO LEASE AGREEMENT

     

    THIS
      FIRST AMENDMENT TO LEASE ("First Amendment") is
      made
      this 4th
      day
      of
October,
      2006
      by and
      between TOMORROW
      33
      CONVENTION,
      LIMITED PARTNERSHIP, a Delaware Limited Partnership,
      as
      Landlord ("Landlord")
      and Telco Billing,
      Inc., A Nevada Corporation,
      as
      Tenant ("Tenant"),
      and YP Corp, formerly YP.NET,
      Inc. A Nevada Corporation,
      as
      Guarantor ("Guarantor").

     

    BACKGROUND
      FACTS

     

    WHEREAS,
      Landlord
      and Tenant entered into that certain Lease Agreement ("Lease"),
      dated
      as of September 1st,
      2003
      (collectively, the "Lease") whereby Tenant is now leasing
      approximately 3,591 rentable square ("RSF")
      feet
      located on the tenth floor, known as
      Suite
      1001/1002 ("Premises")
      expiring
      September 30, 2006 within an office building (the "Building")
      101
      Convention Center Drive, Las Vegas, Nevada 89169.

     

    WHEREAS,
      Landlord
      and Tenant have agreed, in each case subject to the terms and conditions set
      forth in this First Amendment, to extend the Term of the Lease Agreement and
      for
      Tenant to renew Suite 1001/1002 in the Building containing approximately 3,591
      rentable square
      feet ("Premises") for a one-year term effective October 1, 2006.

     

    WHEREAS,
      Guarantor
      YP.NET,
      Inc. has
      changed its name to YP
      Corp, and
      due
      to this
      name
      change a new Guaranty is attached dated October 4th,
      2006
      for signature by an officer
      of YP
      Corp as
      a part
      of this First Amendment.

     

    TERMS
      AND CONDITIONS

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants contained herein, and
      other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged by both parties, Landlord and Tenant agree as follows (with
      capitalized terms not
      defined in this First Amendment having the same meaning as set forth for such
      terms in the
      Lease
      Agreement):

     

    1.   Recitals:   The
      above
      Background Facts are true and correct and are hereby
      incorporated by this reference as if set forth in their entirety.

     

    2.   Acknowledgments
      and Representations:   Landlord
      and Tenant hereby acknowledge,
      agree and confirm that (i) the Premises currently consist of 3,591 rentable
      square
      feet commonly referred to as Suite 1001/1002 (ii) Landlord and Tenant have
      each
complied
      with all of the terms and conditions of the Lease Agreement unless provided
      for
otherwise
      herein and; (iii) Landlord is currently in possession of a Security Deposit
      of
$17,093.16
      which shall be reduced to $8,000.00 and Landlord shall deliver a check for
      the
difference
      of $9,093.16 to Tenant upon Landlord's receipt of a completely executed First
      Amendment
      to Lease.

     

    
      
        
        

      

      
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    3.   Online
      Advertising Agreement:   Landlord
      and Tenant agree that the "Online
      Advertising Agreement" dated September 3, 2003 between Tenant and Landlord
      as
part
      of
      the Lease which expired September 30, 2006 is null and void of no further effect
      and is
      not a
      part of this First Amendment.

     

    4.   Term:   The
      Term
      of this First Amendment shall commence on October 1st,
      2006
      ("Commencement Date"), and shall expire at the close of business on September
      30th,
      2007.

     

    5.   Rent
      Commencement Date:   The
      Rent
      Commencement Date shall be the same
      as
      the Commencement Date, as defined in Section 3 above.

     

    6.   Base
      Rent:   The
      rental rate plus applicable sales tax for the renewal Term due
      on
      the first of each month, is as follows:

     

    
      
        	
                Base
                  Rent

              	
                Lease
                  Months

              	
                Monthly
                  Base Rent

              	
                Annual
                  Base Rent

              
	
                $26.73

              	
                10/1/06
                  -09/30/07

              	
                $8,000.00

              	
                $96,000.00

              


      

    

     

    7.   Renewal
      Option:   Provided
      Tenant is not in default of any provision of the Lease
      beyond any applicable cure period at the time of exercise and upon commencement
      of the
      Renewal Term, Tenant shall have one option to extend the Term of this Lease
      (the
"Renewal
      Option") for an additional one-year term (the "Renewal Term") with respect
      to no
less
      than
      the entire Premises. Tenant may exercise its Renewal Option by providing
      Landlord with
      written notice not less than 270 days prior to the expiration of the Term.
      It is
      expressly acknowledged
      that time is of the essence with regard to Tenant's notice of its intent to
      exercise
      its Renewal Option, and if notice is not delivered to Landlord on a timely
      basis
      in accordance with the Lease, Tenant's Renewal Option shall be null and void.
      This Renewal Option
      shall also terminate and become null and void upon the earlier to occur of
      the
following:
      (i) any termination of this Lease, (ii) any vacation or abandonment of the
      Premises by Tenant, in whole or in part, (iii) any assignment of the Lease
      (to a
      nonaffiliated entity), or (iv)
      any
      subletting, in whole or in part, of the Premises. Should Tenant effectively
      exercise its
      Renewal Option, all covenants, agreements, terms, provisions and conditions
      of
      the Lease shall
      apply to the Renewal Term except that the Fixed Rent for the Premises for such
      Renewal
      Term shall be the then prevailing Market Rate, as hereinafter defined. "Market
      Rate"
      shall be defined as the rate being charged for first class office space
      reasonably comparable
      to the Premises in Las Vegas, Nevada as of the date of Tenant's notice as
reasonably
      determined by Landlord.

     

    8.   Operating
      Expenses:   The
      operating expense base year is 2004. Tenant shall continue
      to be fully responsible for all payments identified in the Lease.

     

    9.   Tenant
      Improvements:   Tenant
      hereby accepts the Premises in their "as- is"
      condition, and Landlord shall have no obligation to perform any improvements
      therein (including,
      without limitation, demolition of any improvements existing therein or
construction
      of any Tenant finish-or other improvements therein), and shall not be obligated
      to
      reimburse Tenant or provide an allowance for any costs related to the demolition
      or construction
      of improvements therein.

     

    
      
        
        

      

      
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    10.   Parking:   Tenant
      may use up to ten (10) parking spaces located within the
      parking garage at a rate of $20.00 per space per month which will be billed
      to
      Tenant on the
      first
      of each month.

     

    11.   Broker's
      Commission:   Grubb
      & Ellis Las Vegas ("Landlord's Agent") has
      represented the Landlord in this transaction and shall be paid a commission
      by
      Landlord in
      connection with this First
      Amendment pursuant
      to a separate agreement. Tenant represents
      and warrants that there are no claims for brokerage commissions or finder's
      fees
      in connection
      with the execution of this First
      Amendment and
      Tenant hereby agrees to indemnify
      and hold Landlord harmless from all liabilities arising from any such claim,
      including
      the cost of legal fees.

     

    12.   Ratification:   Tenant
      represents and warrants to the Landlord as follows: (i) that
      the
      execution and delivery of this First
      Amendment has
      been
      fully authorized by all necessary
      corporate or partnership action, as the case my be; (ii) that the person signing
      this First
      Amendment on behalf of Tenant and Guarantor has the requisite authority to
      do so
      and the
      authority and power to bind the company or partnership, as the case may be,
      on
      whose behalf
      they have signed; and (iii) that this First Amendment is valid, binding and
      legally enforceable
      in accordance with its terms.

     

    13.   Conflict:   In
      the
      event of any conflict between the terms of this First
      Amendment
      and
      the
      terms of the Lease, it is expressly agreed that the terms of this First
      Amendment
      shall
      control. Except as modified, amended or supplemented by the provisions
of
      this
First
      Amendment, all
      of
      the terms, obligations and conditions of the Lease Agreement
      are hereby ratified and shall remain in full force and effect.

     

    14.   Prohibited
      Persons and Transactions:   Tenant
      represents to Landlord that
      (i)
      neither Tenant nor any person or entity that directly owns a 10% or greater
      equity interest
      in it nor any of its officers, directors or managing members is a person or
      entity (each,
      a
      "Prohibited Person") with whom U.S. persons or entities are restricted from
      doing business
      under regulations of the Office of Foreign Asset Control ("OFAC") of the
Department
      of the Treasury (including those named on OFAC's Specially Designated and
      Blocked persons List) or under Executive Order 13224 (the "Executive Order")
      signed on September
      24, 2001, and entitled "Blocking Property and Prohibiting transactions with
      Persons
      Who Commit, Threaten to Commit, or Support Terrorism), or other governmental
      action,
      (ii) that Tenant's activities do not violate the International Money Laundering
      Abatement
      and Financial Anti-Terrorism Act of 2001 or the regulations or orders
promulgated
      there under (as amended from time to time, the "Money Laundering Act"), and
      (iii)
      that throughout the term of this Lease, Tenant shall comply with the Executive
      Order and with the Money Laundering Act.

     

    
      
        
        

      

      
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              15.

            	
              Tenant's
                Funds:

            


    

     

    
      	
              (a)

            	
              Tenant
                has taken, and shall continue to take at all time following the execution
                of the Lease,
                as required by law to ensure that the funds used to make payments
                under
                this Lease
                are derived (i) from transactions that do not violate U.S. law or,
                to the
                extent such funds
                originate outside the United States, do not violate the laws of the
                jurisdiction in which
                they originated; and (ii) from permissible sources under U.S. law
                or to
                the extent such
                funds originate outside the United Sates, under the laws of the
                jurisdiction in which they
                originated.

            


    

     

    
      	
              (b)

            	
              Tenant
                (i) is not under investigation by any governmental authority for,
                or has
                been charged
                with, or convicted of, money laundering, drug trafficking,
                terrorist-related activities,
                any crimes which in the United States would be predicate crimes to
                money
                laundering,
                or any violation of Anti-Money Laundering Laws; (ii) has not been
                assessed
                civil
                or criminal penalties under any Anti-Money Laundering Laws; (ii)
                has not
                been assessed
                civil or criminal penalties under any Anti-Money Laundering Laws;
                or (iii)
                has not
                had any of its funds seized or forfeited in any action under any
                Anti-Money Laundering
                Laws.

            


    

     

    
      	
              (c)

            	
              "Anti-Money
                Laundering Laws" means those laws, rules, regulations, orders and
                sanctions,
                state and federal, criminal and civil, that (a) limit the use of
                and/or
                seek the forfeiture of proceeds from illegal transactions; (b) limit
                commercial transactions with designated
                countries or individuals believed to be terrorists, narcotic dealers
                or
                otherwise engaged
                in activities contrary to the interest of the United States; (c)
                require
                identification
                and documentation of the parties with whom a financial institution
                conducts
                business; or (d) are designed to disrupt the flow of funds to terrorist
                organizations.
                Such laws, regulations and sanctions shall be deemed to include the
                Executive
                Order Number 13224 on Terrorism Financing (September 23, 2001), the
                Patriot
                Act, the Bank Secrecy Act, Pub.L. No. 91-508, 84 Stet. 1305 (1970),
                the
                Trading with
                the Enemy Act 50 U.S.C. Appx. Section 1 et seq., the International
                Emergency Economics
                Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction regulations
                promulgated
                pursuant thereto by OFAC, as well as laws relating to prevention
                and
                detection
                of money laundering in 18 U.S.C. Sections 1956 and 1957, as
                amended.

            


    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Landlord
      and Tenant have caused this First Amendment to
      be
      executed as of the day and year first above written.

     

    LANDLORD:
      TOMORROW
      33
      CONVENTION,
      LP, A Delaware Limited Partnership

     

    
      	By:	
              TFMGP
                33 LP, Its General Partner, A Delaware Limited
                Partnership

              Its
                sole general partner

            


    

     

    
      	By:	
              TFMGP
                33 Corp., Its general partner

              Its
                general partner

            


    

     

    
      	
              By:

            	
              Cheryl
                 S. Willoughby

            	 
	 	
              Vice
                President

            	 
	 	 	 
	
              Signature:

            	/s/
              Cheryl S. Willoughby	 
	 	 	 
	 	 	 
	
              Date:

            	10/10/06	 
	 	 	 
	
              TENANT:

            	
              Telco
                Billing, Inc. A Nevada Corporation

            
	 	 	 
	
              By:

            	
              Gary
                Perschbacher

            	 
	
              Title:

            	Chief
              Financial Officer	 
	 	 	 
	
              Signature:
                

            	/s/
              Gary Perschbacher	 
	 	 	 
	
              Date:

            	10/4/06	 


    

     

     

    
      
        
        

      

      
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    GUARANTY

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged,
      and in consideration for, and as an inducement to Landlord to make the
attached
      First Amendment to Lease Agreement with Tenant dated October 4th,
      2006 by
      and between
      TOMORROW
      33
      CONVENTION,
      LIMITED PARTNERSHIP, a Delaware Limited
      Partnership, and Telco Billing, Inc., A Nevada Corporation,
the
      undersigned does
      hereby guarantee to Landlord, without condition or limitations except as
      hereinafter provided,
      the payment of Rent and Additional Rent to be paid by the Tenant and the full
      performance and observance of all the terms, covenants and conditions therein
      provided to be performed,
      observed or complied with by Tenant, including the Rules and Regulations as
      therein
      provided, without requiring any notice of non-payment, non-performance or
      non-observance,
      or proof, or notice, or demand, whereby to charge the undersigned therefor,
      all
      of which the undersigned hereby expressly waives and expressly agrees that
      the
      validity of this
      guaranty and the obligations of the guarantor hereunder shall in no way be
      terminated, affected
      or impaired by reason of the assertion by Landlord against Tenant of any of
      the
rights
      or
      remedies reserved to Landlord pursuant to the provisions of the attached Lease.
      Landlord
      may grant extensions of time and other indulgences and may modify, amend or
      waive
      any
      of the terms, covenants or conditions of the attached lease, and discharge
      or
release
      any party or parties thereto, all without notice to the undersigned and without
      in any way
      impairing, releasing or affecting the liability or obligation of the
      undersigned. Each of the
      undersigned agrees that Landlord may proceed directly against the undersigned
      without taking
      any action under the attached Lease and without exhausting Landlord remedies
      against Tenant;
      and no discharge of Tenant in bankruptcy or in any other insolvency proceedings
      shall
      in
      any way or to any extent discharge or release the undersigned from any liability
      or obligation hereunder. The undersigned further covenants and agrees that
      this
      guaranty shall remain
      and continue in full force and effect as to any renewal, modification or
      extension of the
      attached Lease, and that no subletting and no assignment of the within Lease,
      with or without
      Landlord's consent thereto, shall release or discharge the undersigned. As
      a
      further inducement
      to Landlord to make the within Lease and in consideration therefor, the
undersigned
      agrees that in any action or proceeding brought by either Landlord or the
undersigned
      against the other on any matter whatsoever arising out of, under, or by virtue
      of any
      of
      the terms, covenants or conditions of the attached Lease or of this guaranty,
      the undersigned shall pay, in addition to any damages which a court of competent
      jurisdiction may
      award, such amount or amounts as the court may determine to be reasonable
      attorneys' fees incurred by Landlord or its successors or assigns in the
      enforcement of this guaranty. Landlord
      and Guarantor waive the right to trial by jury in any action, proceeding or
      counterclaim
      involving enforcement of this guaranty or involving the right to any statutory
      relief
      or
      remedy.

     

    All
      rights under this guaranty shall inure to the benefit of any successors or
      assigns of Landlord.

     

    
      
        
        

      

      
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    This
      Guaranty relates to that certain First Amendment to Lease Agreement, dated
      October 4th,
      2006,
      covering Premises located at 101 Convention Center Drive, Suite 1001/1002,
      Las
Vegas,
      NV
      89169.

     

    IN
      WITNESS WHEREOF, the undersigned has signed this Guaranty as of the
      4th of  October,
      2006.

     

    
      	 	
              YP
                Corp, A Nevada Corporation.

            
	 	Guarantor
	 	 	 
	 	
              By:

            	/s/
              Daniel Coury
	 	 	 
	 	
              Daniel
                Coury, Sr.

            
	 	Guarantor's
              Name
	 	 	 
	 	President/Chief
              Executive Officer 
	 	Guarantor's
              Title
	 	 	 
	 	4840
              E. Jasmine Street, Suite 105
	 	Mesa,
              Arizona 85205
	 	 	 
	 	85-0206668
	 	Employer
              Identification Number


    

     

    
    

    7