INDEMNIFICATION AGREEMENT

                                     Parties

          This  INDEMNIFICATION AGREEMENT (the "Agreement") is made by YP Corp.,
a  Nevada  corporation (the "Company"), and Peter J. Bergmann (the "Indemnitee")
as  of  June  6,  2004.

                                   Background

          A.  Recently  highly  competent  persons have become more reluctant to
serve  publicly-held  companies  as directors, officers, or in other capacities,
unless  they  are  provided  with  better protection from the risk of claims and
actions against them arising out of their service to and activities on behalf of
such  corporations.

          B. The high cost of obtaining adequate insurance and the uncertainties
related  to  indemnification  have  increased  the  difficulty of attracting and
retaining  such  persons.

          C.  The Board of Directors of the Company (the "Board") has determined
that  the  potential inability to attract and retain such persons is detrimental
to  the  best  interests  of the Company's securityholders and that such persons
should  be  assured  that  they  will  have  better  protection  in  the future.

          D. It is reasonable, prudent and necessary for the Company to obligate
itself  contractually  to indemnify such persons to the fullest extent permitted
by  applicable  law  so  that  such  persons will serve or continue to serve the
Company  free  from  undue concern that they will not be adequately indemnified.

          E.  In  recognition  of  Indemnitee's  need for substantial protection
against personal liability in order to enhance Indemnitee's continued service to
the  Company in an effective manner and Indemnitee's reliance on the protections
currently  provided  by the Company's Operating Agreement and in part to provide
Indemnitee  with  specific  contractual  assurance  that the protection promised
thereby  will be available to Indemnitee (regardless of, among other things, any
amendment  thereto or revocation thereof or any change in the composition of the
Company's  Board  of  Directors  or  acquisition  transaction  relating  to  the
Company),  the  Company  wishes  to  provide  in  this  Agreement  for  the
indemnification  of  and  the advancing of expenses to Indemnitee to the fullest
extent  permitted  by law and as set forth in this Agreement, and, to the extent
insurance  is  maintained,  for  the  continued coverage of Indemnitee under the
Company's  directors'  and  officers'  liability  insurance  policies.

          F.  Indemnitee  is  willing to serve, continue to serve and to take on
additional  service  for or on behalf of the Company on the condition that he be
indemnified  according  to  the  terms  of  this  Agreement.


<PAGE>
                               Terms of Agreement

          In  consideration  of  the premises and the mutual covenants contained
herein,  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged, the Company and Indemnitee hereby agree as
follows:

          Section  1.  Definitions.  For  purposes  of  this  Agreement:
                       -----------

          (a)  "Change  in  Control"  means  a  change in control of the Company
occurring after the date of this Agreement of a nature that would be required to
be  reported  in  response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item on any similar schedule or form) promulgated, under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), whether or not
the  Company  is  then  subject  to  such reporting requirement; provided, that,
                                                                 --------
without  limitation,  such change in control shall be deemed to have occurred if
(i)  any  "person" (as such term is used in Sections 13(d) and 14(d) of the 1934
Act)  is  or  becomes the "beneficial owner" (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of securities of the Company representing 20%
or  more  of  the  combined  voting  power  of  the  Company's  then outstanding
securities  without  the prior approval of at least two-thirds of the members of
the  Board  in office immediately prior to such person attaining such percentage
interest; (ii) the Company is a party to a merger, consolidation, sale of assets
or  other  reorganization, or a proxy contest, as a consequence of which members
of the Board in office immediately prior to such transaction or event constitute
less  than a majority of the Board thereafter, or (iii) during any period of two
consecutive  years,  individuals who at the beginning of such period constituted
the  Board  (including  for  this  purpose  any  new  director whose election or
nomination  for election by the Company's stockholders was approved by a vote of
at  least two-thirds of the directors then still in office who were directors at
the  beginning  of  such  period)  cease for any reason to constitute at least a
majority  of  the  Board.

          (b)  "Company  Status"  means  the  status of a person who is or was a
director,  officer,  employee, agent or fiduciary of the Company or of any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which  such  person is or was serving at the request of the Company.

          (c)  "Disinterested  Director"  means a director of the Company who is
not and was not a party to the Proceeding in respect of which indemnification is
sought  by  Indemnitee.

          (d)  "Expense"  means all reasonable attorneys' fees, retainers, court
costs,  transcript  costs,  fees  of  experts,  witness  fees,  travel expenses,
duplicating  costs,  printing  and  binding  costs,  telephone charges, postage,
delivery  service  fees,  and  all  other disbursements or expenses of the types
customarily  incurred  in  connection  with prosecuting, defending, preparing to
prosecute  or  defend, investigating, or being or preparing to be a witness in a
Proceeding.

          (e) "Independent Counsel" means a law firm, or a member of a law firm,
that  is experienced in matters of corporation law and neither presently is, nor
in  the  past  five  years  has  been, retained to represent: (i) the Company or
Indemnitee  in any other matter material to either such party, or (ii) any other
party  to  the  proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding  the foregoing, the term "Independent Counsel"


                                      -2-
<PAGE>
shall not include any person who, under the applicable standards of professional
conduct  then  prevailing,  would  have  a  conflict of interest in representing
either  the  Company or Indemnitee in an action to determine Indemnitee's rights
under  this  Agreement.

          (f)  "Potential Change in Control" shall be deemed to have occurred if
(i)  the  Company  enters  into an agreement or arrangement, the consummation of
which  would  result  in the occurrence of a Change in Control or (ii) the Board
adopts  a  resolution  to  the  effect  that,  for purposes of this Agreement, a
Potential  Change  in  Control  has  occurred.

          (g)  "Proceeding"  means  any threatened, pending or completed action,
suit,  arbitration,  alternate  dispute  resolution  mechanism,  investigation,
administrative  hearing  or  any  other  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  whether  formal  or  informal,  except  one
initiated  by  an Indemnitee pursuant to Section 11 of this Agreement to enforce
his  rights  under  this  Agreement.

          Section  2.  Services  by Indemnitee. Indemnitee agrees to serve as an
                       ------------------------
officer  and  director  of  the  Company,  and,  at  its request, as a director,
officer,  employee,  agent  or  fiduciary  of  certain  other  corporations  and
entities.  Indemnitee  may  at  any time and for any reason resign from any such
position  (subject to any other contractual obligation or any obligation imposed
by  operation  of  law).

          Section 3. Indemnification - General. The Company shall indemnify, and
                     -------------------------
advance  Expenses  to,  Indemnitee  as provided in this Agreement to the fullest
extent  permitted  by  applicable  law  in effect on the date hereof and to such
greater  extent  as  applicable law may thereafter from time to time permit. The
rights  of  Indemnitee  provided under the preceding sentence shall include, but
shall  not  be  limited  to,  the rights set forth in the other Sections of this
Agreement.

          Section  4.  Proceedings  Other Than Proceedings by or in the Right of
                       ---------------------------------------------------------
the  Company.  Indemnitee  shall  be  entitled  to the rights of indemnification
------------
provided  in  this  Section  if,  by  reason of his Company Status, he is, or is
threatened  to  be  made,  a  party  to  any  threatened,  pending  or completed
Proceeding,  other than a Proceeding by or in the right of the Company. Pursuant
to  this  Section,  Indemnitee shall be indemnified against Expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by  him  or  on  his behalf in connection with any such Proceeding or any claim,
issue or matter therein, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect  to  any  criminal  Proceeding,  had  no reasonable cause to believe his
conduct  was  unlawful.

          Section  5.  Proceedings  by or in the Right ofthe Company. Indemnitee
                       ---------------------------------------------
shall  be entitled to the rights of indemnification provided in this Section if,
by  reason of his Company Status, he is, or is threatened to be made, a party to
any  threatened proceeding or completed Proceeding brought by or in the right of
the  Company  to  procure  a  judgment  in  its favor. Pursuant to this Section,
Indemnitee  shall  be  indemnified  against  Expenses  actually  and  reasonably
incurred  by  him  or on his behalf in connection with any such Proceeding if he
acted  in  good  faith  and  in  a manner he reasonably believed to be in or not
opposed  to the best interests


                                      -3-
<PAGE>
of  the  Company. Notwithstanding the foregoing, no indemnification against such
Expenses  shall  be  made  in  respect of any claim, issue or matter in any such
proceeding  as  to which Indemnitee shall have been adjudged to be liable to the
Company  if  applicable  law  prohibits  such  indemnification unless a court of
competent  jurisdiction  in  Nevada, or the court in which such Proceeding shall
have  been  brought  or is pending, shall determine that indemnification against
Expenses  may  nevertheless  be  made  by  the  Company.

          Section  6.  Indemnification  for  Expenses  of Party Who is Wholly or
                       ---------------------------------------------------------
Partly Successful. Notwithstanding any other provision of this Agreement, to the
------------------
extent  the  Indemnitee  is,  by reason of his Company Status, a party to and is
successful,  on  the  merits  or  otherwise,  in  any  Proceeding,  he  shall be
indemnified  against  all Expenses actually and reasonably incurred by him or on
his  behalf  in  connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but  less  than  all  claims,  issues or matters in such Proceeding, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by  him  or  on  his behalf in connection with each successfully resolved claim,
issue  or  matter.  For  the  purposes  of this Section and without limiting the
foregoing,  the termination of any claim, issue or matter in any such Proceeding
by  dismissal,  with  or  without  prejudice, shall be deemed to be a successful
result  as  to  such  claim,  issue  or  matter.

          Section  7.  Indemnification of Expenses of a Witness. Notwithstanding
                       ----------------------------------------
any  other  provision  of  this  Agreement, to the extent that Indemnitee is, by
reason  of  his  Company  Status,  a  witness  in  any  Proceeding,  he shall be
indemnified  against  all Expenses actually and reasonably incurred by him or on
his  behalf  in  connection  therewith.

          Section  8.  Advancement  of  Expenses.  The Company shall advance all
                       -------------------------
Expenses  incurred  by  or  on  behalf  of  Indemnitee  in  connection  with any
Proceeding  within  20  days  after the receipt by the Company of a statement or
statements  from  Indemnitee  requesting  such  advance or advances from time to
time,  whether  prior  to  or  after  final disposition of such Proceeding. Such
statement  or  statements  shall  reasonably  evidence  the Expenses incurred by
Indemnitee  and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be  determined  that  Indemnitee  is not entitled to be indemnified against such
Expenses.

          Section  9.  Procedure  for  Determination  of  Entitlement  to
                       --------------------------------------------------
Indemnification.
---------------

          (a)  To obtain indemnification under this Agreement in connection with
any  Proceeding,  and  for  the duration thereof, Indemnitee shall submit to the
Company a written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to  determine  whether  and  to  what  extent  Indemnitee  is  entitled  to
indemnification.  The  Secretary  of the Company shall, promptly upon receipt of
any  such  request  for  indemnification,  advise  the  Board  in  writing  that
Indemnitee  has  requested  indemnification.

          (b) Upon written request by Indemnitee for indemnification pursuant to
Section  9(a)  hereof,  a  determination,  if  required  by applicable law, with
respect to Indemnitee's


                                      -4-
<PAGE>
entitlement thereto shall be made in such case: (i) if a Change in Control shall
have  occurred, by Independent Counsel in a written opinion to the Board, a copy
of  which shall be delivered to Indemnitee (unless Indemnitee shall request that
such determination be made by the Board or the securityholders, in which case in
the  manner provided for in clauses (ii) or (iii) of this Section 9(b)); (ii) if
a Change in Control shall not have occurred, (A) by the Board by a majority vote
of  a  quorum  consisting  of Disinterested Directors, or (B) if a quorum of the
Board  consisting  of Disinterested Directors is not obtainable, or even if such
quorum  is  obtainable,  if  such  quorum of Disinterested Directors so directs,
either  (x)  by Independent Counsel in a written opinion to the Board, a copy of
which  shall  be  delivered  to Indemnitee, or (y) by the securityholders of the
Company, as determined by such quorum of Disinterested Directors, or a quorum of
the  Board,  as  the  case may be; or (iii) as provided in Section 10(b) of this
Agreement.  If  it  is  so  determined  that  Indemnitee  is  entitled  to
indemnification,  payment  to Indemnitee shall be made within 10 days after such
determination.  Indemnitee  shall  cooperate  with the person, persons or entity
making  such  determination  with  respect  to  Indemnitee's  entitlement  to
indemnification,  including  providing  to  such  person, persons or entity upon
reasonable  advance  request  any  documentation  or  information  which  is not
privileged  or  otherwise  protected  from  disclosure  and  which is reasonably
available  to  Indemnitee  and  reasonably  necessary to such determination. Any
costs  or  expenses  (including  attorneys'  fees and disbursements) incurred by
Indemnitee  in  so  cooperating  with  the person, persons or entity making such
determination  shall  be borne by the Company (irrespective of the determination
as  to  Indemnitee's  entitlement  to  indemnification)  and  the Company hereby
indemnifies  and  agrees  to  hold  Indemnitee  harmless  therefrom.

          (c) If required, Independent Counsel shall be selected as follows: (i)
if  a  Change  in  Control shall not have occurred, Independent Counsel shall be
selected  by  the Board, and the Company shall give written notice to Indemnitee
advising  him  of  the  identity of Independent Counsel so selected or (ii) if a
Change  in Control shall have occurred, Independent Counsel shall be selected by
Indemnitee  (unless  Indemnitee shall request that such selection be made by the
Board,  in  which  event  the  foregoing clause (i) shall apply), and Indemnitee
shall  give  written  notice  to  the  Company  advising  it  of the identity of
Independent  Counsel so selected. In either event, Indemnitee or the Company, as
the  case  may be, may, within seven days after such written notice of selection
shall  have been given, deliver to the Company or to Indemnitee, as the case may
be,  a  written objection to such selection. Such objection may be asserted only
on  the  ground  that  Independent  Counsel  so  selected  does  not  meet  the
requirements of "Independent Counsel" as defined in Section 1 of this Agreement,
and  the  objection shall set forth with particularity the factual basis of such
assertion.  If  such  written objection is made, Independent Counsel so selected
may  not  serve  as  Independent Counsel unless and until a court has determined
that  such  objection  is  without merit. If, within 20 days after submission by
Indemnitee  of  a  written  request for indemnification pursuant to Section 9(a)
hereof,  no  Independent  Counsel  shall have been selected and not objected to,
either  the Company or Indemnitee may petition a court of competent jurisdiction
in the State of Nevada, or other court of competent jurisdiction, for resolution
of  any objection which shall have been made by the Company or Indemnitee to the
other's  selection  of  Independent  Counsel  and/or  for  the  appointment  as
Independent  Counsel  of a person selected by such court or by such other person
as  such court shall designate, and the person with respect to whom an objection
is so resolved or the person so appointed shall act as Independent Counsel under
Section  9(b)  hereof.  The


                                      -5-
<PAGE>
Company  shall  pay  any  and  all  reasonable  fees and expenses of Independent
Counsel  incurred  by  such  Independent  Counsel in connection with its actions
pursuant  to  this  Agreement, and the Company shall pay all reasonable fees and
expenses  incident  to  the  procedures  of this Section 9(c), regardless of the
manner in which such Independent Counsel was selected or appointed. Upon the due
commencement  date of any judicial proceeding or arbitration pursuant to Section
11(a) of this Agreement, Independent Counsel shall be discharged and relieved of
any further responsibility in such capacity (subject to the applicable standards
of  professional  conduct  then  prevailing).

          Section  10.  Presumptions  and  Effects  of  Certain  Proceedings.
                        ----------------------------------------------------

          (a)  If  a  Change  in  Control  shall  have  occurred,  in  making  a
determination  with  respect  to  entitlement  to indemnification hereunder, the
person  or  persons  or  entity  making  such  determination  shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted  a request for indemnification in accordance with Section 9(a) of this
Agreement,  and  the  Company  shall  have  the burden of proof to overcome that
presumption  in  connection  with the making by any person, persons or entity of
any  determination  contrary  to  that  presumption.

          (b)  If  the  person,  persons  or  entity empowered or selected under
Section  9  of  this  Agreement  to  determine whether Indemnitee is entitled to
indemnification shall not have made a determination within 60 days after receipt
by  the  Company  of  the  request  therefor,  the  requisite  determination  of
entitlement  to indemnification shall be deemed to have been made and Indemnitee
shall  be  entitled  to  such  indemnification,  absent  (i)  a  misstatement by
Indemnitee  of  a  material fact, or an omission of a material fact necessary to
make  Indemnitee's  statement  not materially misleading, in connection with the
request  for  indemnification, or (ii) prohibition of such indemnification under
applicable  law;  provided,  that  such  60-day  period  may  be  extended for a
                  --------
reasonable  time, not to exceed an additional 30 days, if the person, persons or
entity  making  the determination with respect to entitlement to indemnification
in good faith require(s) such additional time for the obtaining or evaluating of
documentation  and/or information relating thereto and so notifies Indemnitee in
writing  prior  to  the expiration of such 60 day period; and provided, further,
that  the  foregoing provisions of this Section 10(b) shall not apply (i) if the
determination  of  entitlement  to  indemnification  is  to  be  made  by  the
securityholders  pursuant to Section 9(b) of this Agreement and if (A) within 15
days  after  receipt  by  the  Company of the request for such determination the
Board has resolved to submit such determination to the securityholders for their
consideration  at an annual meeting thereof to be held within 75 days after such
receipt  and  such  determination  is  made thereat, or (B) a special meeting of
securityholders  is  called within 15 days after such receipt for the purpose of
making  such determination, such meeting is held for such purpose within 60 days
after  having  been so called and such determination is made thereat, or (ii) if
the determination of entitlement to indemnification is to be made by Independent
Counsel  pursuant  to  Section  9(b)  of  this  Agreement.

          (c) The termination of any Proceeding or of any claim, issue or matter
therein,  by  judgment,  order, settlement or conviction, or upon a plea of nolo
contendere  or its equivalent, shall not (except as otherwise expressly provided
in  this  Agreement)  of  itself  adversely  affect  the


                                      -6-
<PAGE>
right  of  Indemnitee to indemnification or create a presumption that Indemnitee
did  not act in good faith and in a manner which he reasonably believed to be in
or  not  opposed  to  the  best interests of the Company or, with respect to any
criminal  proceeding,  that  Indemnitee had reasonable cause to believe that his
conduct  was  unlawful.

          Section  11.  Remedies  of  Indemnitee.
                        ------------------------

          (a)  In the event that (i) a determination is made pursuant to Section
9  of  this  Agreement  that Indemnitee is not entitled to indemnification under
this  Agreement,  (ii)  advancement  of  Expenses is not timely made pursuant to
Section 8 of this Agreement, (iii) the determination of indemnification is to be
made  by Independent Counsel pursuant to Section 9(b) of this Agreement and such
determination shall not have been made and delivered in a written opinion within
90  days  after  receipt by the Company of the request for indemnification, (iv)
payment  of  indemnification is not made pursuant to Section 7 of this Agreement
within  ten  days after receipt by the Company of a written request therefor, or
(v)  payment of indemnification is not made within 10 days after a determination
has  been  made  that  Indemnitee  is  entitled  to  indemnification  or  such
determination  is  deemed  to have been made pursuant to Section 9 or 10 of this
Agreement,  Indemnitee  shall  be  entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction,
of  his  entitlement  to  such  indemnification  or  advancement  of  Expenses.
Alternatively,  the  Indemnitee, at his option, may seek an award in arbitration
to  be  conducted  by  a single arbitrator pursuant to the rules of the American
Arbitration  Association.  Indemnitee  shall commence such proceeding seeking an
adjudication  or  an  award in arbitration within 180 days following the date on
which  Indemnitee  first  has  the right to commence such proceeding pursuant to
this  Section 11(a). The Company shall not oppose Indemnitee's right to seek any
such  adjudication  or  award  in  arbitration.

          (b) In the event that a determination shall have been made pursuant to
Section  9 of this Agreement that Indemnitee is not entitled to indemnification,
any  judicial proceeding or arbitration commenced pursuant to this Section shall
be conducted in all respects as a de novo trial or arbitration on the merits and
Indemnitee  shall not be prejudiced by reason of that adverse determination.  If
a  Change  in  Control  shall  have  occurred  in  any  judicial  proceeding  or
arbitration  commenced  pursuant  to  this  Section,  the Company shall have the
burden  of  proving  that  Indemnitee  is  not  entitled  to  indemnification or
advancement  of  Expenses,  as  the  case  may  be.

          (c)  If  a  determination  shall have been made or deemed to have been
made  pursuant  to Section 9 or 10 of this Agreement that Indemnitee is entitled
to  indemnification,  the  Company  shall  be bound by such determination in any
judicial  proceeding  or  arbitration commenced pursuant to this Section, absent
(i)  a  misstatement  by  Indemnitee  of  a  material  fact, or an omission of a
material  fact  necessary  to  make  Indemnitee's  statement  not  materially
misleading,  in  connection  with  the  request  for  indemnification,  or  (ii)
prohibition  of  such  indemnification  under  applicable  law.

          (d)  The  Company  shall  be  precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section that the procedures
and  presumptions  of  this


                                      -7-
<PAGE>
Agreement are not valid, binding and enforceable and shall stipulate in any such
court  or  before  any  such  arbitrator  that  the  Company is bound by all the
provisions  of  this  Agreement.

          (e)  In  the  event that Indemnitee, pursuant to this Section, seeks a
judicial  adjudication  of,  or  an  award  in arbitration to enforce his rights
under,  or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled  to  recover  from the Company, and shall be indemnified by the Company
against,  any  and  all  expenses  (of  the kinds described in the definition of
Expenses)  actually and reasonably incurred by him in such judicial adjudication
or  arbitration,  but  only if he prevails therein. If it shall be determined in
such  judicial  adjudication  or  arbitration that Indemnitee is not entitled to
receive  all  of  the  indemnification  or  advancement  of expenses sought, the
expenses incurred by Indemnitee in connection with such judicial adjudication or
arbitration  shall  be  appropriately  prorated.

          Section  12.  Non-Exclusivity;  Survival  of  Rights;  Insurance;
                        ---------------------------------------------------
Subrogation.
-----------
          (a)  The  rights  of  indemnification  and  to  receive advancement of
Expenses  as  provided  by  this Agreement shall not be deemed exclusive of, and
shall  not  diminish,  any  other  rights to which Indemnitee may at any time be
entitled  under  applicable  law, the certificate of incorporation or by-laws of
the  Company,  any  agreement,  a  vote  of  securityholders  or a resolution of
directors, or otherwise, and shall neither be deemed to be a substitute therefor
nor to diminish or abrogate any rights of Indemnitee  thereunder.  No amendment,
alteration  or  repeal  of  this  Agreement  or  any  provision  hereof shall be
effective  as  to  any Indemnitee with respect to any action taken or omitted by
such  Indemnitee  in  his  Company Status prior to such amendment, alteration or
repeal.

          (b)  To  the  extent that the Company maintains an insurance policy or
policies  providing  liability  insurance  for  directors,  officers, employees,
agents  or  fiduciaries of the Company or of any other corporation, partnership,
joint  venture,  trust,  employee  benefit  plan  or other enterprise which such
person serves at the request of the Company, Indemnitee shall be covered by such
policy  or  policies in accordance with its or their terms to the maximum extent
of  the  coverage  available  for any such director, officer, employee, agent or
fiduciary  under  such  policy  or  policies.

          (c)  In  the  event  of  any payment under this Agreement, the Company
shall  be  subrogated  to  the  extent  of  such payment to all of the rights of
recovery  of  Indemnitee,  who  shall  execute  all papers required and take all
action necessary to secure such rights, including execution of such documents as
are  necessary  to  enable  the  Company  to  bring suit to enforce such rights.

          (d)  The  Company shall not be liable under this Agreement to make any
payment  of  amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy,  contract,  agreement  or  otherwise.

          Section 13. Establishment of Trust. In the event of a Potential Change
                      ----------------------
in  Control  or  a  Change  in Control, the Company shall, promptly upon written
request  by  Indemnitee,  create  a Trust for the benefit of Indemnitee and from
time to time, upon written request of Indemnitee


                                      -8-
<PAGE>
to  the  Company,  shall  fund  such  Trust  in  an amount, as set forth in such
request,  sufficient  to  satisfy any and all Expenses reasonably anticipated at
the time of each such request, if, by reason of his Company Status, he is, or is
threatened  to  be  made,  a  party  to  any  threatened,  pending  or completed
Proceeding,  and  any and all judgments, fines, penalties and settlement amounts
actually  and reasonably incurred by him or on his behalf in connection with any
such  Proceeding  from  time  to  time  actually  paid  or  claimed,  reasonably
anticipated  or  proposed  to be paid. The terms of the Trust shall provide that
upon  a  Change  in  Control (i) the Trust shall not be revoked or the principal
thereof  invaded,  without  the  written consent of Indemnitee; (ii) the Trustee
shall advance, within two business days of a request by Indemnities, any and all
Expenses  to Indemnitee, not advanced directly by the Company to Indemnitee (and
Indemnitee  hereby  agrees  to reimburse the Trust under the circumstances under
which  Indemnitee  would be required to reimburse the Company under Section 8 of
this  Agreement);  (iii) the Trust shall continue to be funded by the Company in
accordance  with  the funding obligation set forth above; (iv) the Trustee shall
promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to
indemnification  pursuant to this Agreement or otherwise; and (v) all unexpended
funds  in  such  Trust shall revert to the Company upon a final determination by
the  Board,  arbitrator  or court of competent jurisdiction, as the case may be,
that  Indemnitee  has  been fully indemnified under the terms of this Agreement.
The  Trustee  shall  be  chosen  by Indemnitee. Nothing in this Section 13 shall
relieve  the  Company  of  any  of  its  obligations  under  this  Agreement.

          Section  14.  Contribution.  In  the  event  that  the indemnification
                        ------------
provided  for  in  this  Agreement  is  unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to
the  amount  incurred  by  Indemnitee,  whether for judgments, fines, penalties,
excise  taxes,  amounts paid or to be paid in settlement and/or for expenses, in
connection  with the Proceeding as to which such indemnification is unavailable,
in  such  proportion  as  is  deemed  fair and reasonable in light of all of the
circumstances of such action by the Board, arbitrator or court before which such
action  was  brought,  as  the case may be, in order to reflect (i) the relative
benefits  received  by  the  Company  and Indemnitee as a result of the event(s)
and/or  transaction(s)  giving  cause  to  such action; and/or (ii) the relative
fault  of  the Company (and its other directors, officers, employees and agents)
and  Indemnitee  in  connection  with  such  event(s)  and/or  transactions(s).
Indemnitee's  right to contribution under this Section 14 shall be determined in
accordance  with,  pursuant  to and in the same manner as, the provisions hereof
relating  to  Indemnitee's  right  to  indemnification  under  this  Agreement.

          Section 15. Duration of Agreement. This Agreement shall continue until
                      -----------------------
and  terminate  upon  the  later of: (a) 10 years after the date that Indemnitee
shall  have ceased to serve as a director, officer, employee, agent or fiduciary
of  the  Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the request
of  the  Company;  or  (b)  the  final termination of all pending Proceedings in
respect  of which Indemnitee is granted rights of indemnification or advancement
of  Expenses hereunder and or any proceeding commenced by Indemnitee pursuant to
Section  11  of this Agreement. This Agreement shall be binding upon the Company
and  its successors and assigns and shall inure to the benefit of Indemnitee and
his  heirs,  executors  and  administrators.

          Section  16.  Period  of Limitations. No legal action shall be brought
                        -----------------------
and  no  cause of action shall be asserted by or on behalf of the Company or any
affiliate  of  the  Company


                                      -9-
<PAGE>
  against  Indemnitee,  Indemnitee's  spouse,  heirs,
executors or personal or legal representatives after the expiration of two years
from  the  date  of  accrual  of such cause of action, and any claim or cause of
action  of  the  Company  or  its  affiliates  shall  be extinguished and deemed
released  unless  asserted  by  the  timely filing of a legal action within such
two-year  period;  provided,  that  if  any  shorter  period  of  limitations is
                   --------
otherwise  applicable  to  any  such  cause  of action such shorter period shall
govern.

          Section  17.  Severability.  If  any  provision  or provisions of this
                        ------------
Agreement  shall  be held to be invalid, illegal or unenforceable for any reason
whatsoever:  (a)  the  validity,  legality  and  enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
Section  of  this  Agreement  containing  any such provision held to be invalid,
illegal  or unenforceable, that is not itself invalid, illegal or unenforceable)
shall  not  in  any  way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement including, without limitation,
each portion of any Section of this Agreement containing any such provision held
to  be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable)  shall be construed so as to give effect to the intent manifested
by  the  provision  held  invalid,  illegal  or  unenforceable.

          Section  18.  Exception  to Right of Indemnification or Advancement of
                        ----------------------------------------- --------------
Expenses.
---------
Except  as  provided  in  Section  11(e),  Indemnitee  shall  not be entitled to
indemnification  or advancement of Expenses under this Agreement with respect to
any  Proceeding,  or  any  claim  therein,  brought  or  made by him against the
Company.

          Section  19. Identical Counterparts. This Agreement may be executed in
                       -----------------------
two  or  more counterparts, each of which shall for all purposes be deemed to be
an  original  but  all  of  which  together  shall  constitute  one and the same
Agreement.  Only  one  such  counterpart  signed  by  the  party  against  whom
enforceability  is sought needs to be produced to evidence the existence of this
Agreement.

          Section 20. Headings. The headings of the paragraphs of this Agreement
                      --------
are  inserted  for  convenience  only  and  shall not to constitute part of this
Agreement  or  to  affect  the  construction  thereof.

          Section  21.  Modification  and Waiver. No supplement, modification or
                        ------------------------
amendment  of this Agreement shall be binding unless executed in writing by both
of  the  parties  hereto.  No  waiver of any of the provisions of this Agreement
shall  be  deemed  or  shall  constitute a waiver of any other provisions hereof
(whether  or  not similar) nor shall such waiver constitute a continuing waiver.

          Section 22. Notice by Indemnitee. Indemnitee agrees promptly to notify
                      ----------------------
the  Company  in writing upon being served with any summons, citation, subpoena,
complaint,  indictment, information or other document relating any Proceeding or
matter  which  may  be  subject  to  indemnification  or advancement of Expenses
covered  hereunder.

          Section  23.  Notices.  All  notices,  requests,  demands  and  other
                        -------
communications  hereunder  shall  be in writing and shall be deemed to have been
duly  given if (i) delivered by hand and receipted for by the party to whom such
notice  or  other  communication  shall  have  been


                                      -10-
<PAGE>
directed,  or  (ii) mailed by certified or registered mail with postage prepaid,
on  the  third  business  day  after  the  date  on  which  it  is  so  mailed:

     If  to  Indemnitee,  to:

     Peter  J.  Bergmann
     Suite  214
     520  Washington  Blvd.
     Marina  del  Rey,  California  90292
     Phone:  (310)  578-2040
     Fax:  (310)  388-4617

     If  to  the  Company,  to:

     YP  Corp.
     Suite  105
     4840  East  Jasmine  Street
     Mesa,  Arizona  85205-3321
     Phone:  (480)  860-0011
     Fax:  (480)  325-1257
     Attention:  Board  of  Directors

or to such other address or such other person as Indemnitee or the Company shall
designate  in  writing  in  accordance  with  this  Section, except that notices
regarding  changes  in  notices shall be effective only upon receipt.  A copy of
all  notices  sent  to  Executive shall be simultaneously sent to Phillips Nizer
LLP,  666 Fifth Avenue, New York, NY  10103-0084; attention:  David H. Chidekel,
Esq.


          Section 24. Governing Law. The parties agree that this Agreement shall
                      -------------
be  governed  by, and construed and enforced in accordance with, the laws of the
State  of  Nevada.

          Section  25.  Miscellaneous. Use of the masculine noun shall be deemed
                        -------------
to  include  usage  of  the  feminine  pronoun  where  appropriate.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -11-
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.

YP  CORP.,  a  Nevada  corporation              INDEMNITEE


/s/  DeVal  Johnson                             /s/  Peter  J.  Bergmann
--------------------------                      ------------------------
DeVal  Johnson                                  Peter  J.  Bergmann
Executive  Vice  President
and  Corporate  Secretary























                   [PETER BERGMANN INDEMNIFICATION AGREEMENT]


<PAGE>