DEVELOPMENT AGREEMENT

                    ENHANCED TOOLBAR INCLUDING AUDIBILIZATION

This  Agreement,  dated as of June 8, 2004, is by and between YP Corp., a Nevada
corporation  with  its  principal  place  of business at 4840 E. Jasmine Street,
Suite  105,  Mesa,  Arizona  85205  and  SurfNet  Media  Group,  Inc, a Delaware
corporation with its principal place of business at 2801 South Fair Lane, Tempe,
Arizona  85282.  YP  and  SurfNet  are sometimes referred to individually as the
"Party"  and  collectively  as  the  "Parties."

                                    RECITALS:

     A.   SurtNet  develops computer software that, among other things, provides
enhanced  communications  capabilities  via  the  Internet.

     B.   YP  is  in  the  business  of  providing  Internet-based  yellow  page
advertising  space on or through www.yellow-page.net, www.yp.net and www.yp.com.

     C.   YP  wishes  to  utilize  in its business certain software applications
developed by SurfNet to enhance and improve the functionality and utility of the
products  and  services  YP  uses  in  its  business.

     D.   SurfNet  and  YP desire to enter into a business relationship pursuant
to  which,  among  other  things,  (i)  SurtNet  would  deliver certain software
applications  via the Internet to YP, and (ii) YP would make certain payments to
SurfNet.

                                   AGREEMENT:

Accordingly,  the  Parties  hereby  agree  as  follows:

1.   Certain  Definitions.  For  the  purposes  of this Agreement, the following
     terms  will  have  the  indicated  meanings:

     1.1  "Beneficial  Owner"  has the meaning set forth in Rule 13d-3 under the
          Securities  Act  of  1993,  as  amended.

     1.2  "Change  Of  Control" means a change in control of YP of a nature that
          would  be required to be reported in response to Item 6(e) of Schedule
          14A  of  Regulation  14A under the Securities Exchange Act of 1934, as
          amended  (the  "Exchange  Act"),  whether  or not YP is subject to the
          Exchange  Act  at  such  time,  including any of the following events:

          1.2.1 Any Person becomes the Beneficial Owner, directly or indirectly,
               of  securities  of  YP  representing  a  majority of the combined
               voting  power  of  or  equity interest in YP in connection with a
               merger  or  otherwise.  In  applying  the  preceding  sentence,
               securities  acquired  directly  from  YP,  its


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               subsidiaries,  or  affiliates  by  or for the Person shall not be
               taken  into  account.


          1.2.2  A  merger or consolidation of YP is consummated will, any other
               corporation  or  entity or any other form of business combination
               pursuant  to  which  the outstanding stock of YP is exchanged for
               cash,  securities  or other property paid, issued or caused to be
               issued by the surviving or acquiring corporation or entity unless
               the  stockholders  immediately before the merger or consolidation
               would continue to own equity securities that represent (either by
               remaining  outstanding  or  by  being  converted  into  equity
               securities  of  the  surviving  entity)  at  least  a controlling
               interest  in YP or such surviving or acquiring entity corporation
               immediately  after  such  merger  or  consolidation.

          1.2.3 A sale, transfer or lease by YP of all, or substantially all, of
               YP's  assets  is  consummated.

     1.3  "Deliverables"  means  the  software  code  as  set  forth  in  the
          Specifications and other materials required to be delivered by SurfNet
          to  YP  hereunder,  as  more  fully  described  in the Specifications,
          including, without limitation, the Toolbar. Unless otherwise set forth
          in  this Agreement (including the Specifications), or unless otherwise
          agreed  by  the  Parties,  all  code  to  be  delivered  to YP will be
          transmitted  by  SurfNet  to YP electronically in accordance with such
          security  measures  as  may  be  mutually  agreed  by  the  Parties.

     1.4  "Error(s)"  means defect(s) in the Technology which prevent(s) it from
          performing  in  accordance  with  the  Specifications.

     1.5  "Impression(s)"  means a single instance of the Toolbar being accessed
          or  viewed  by  an  end  user.

     1.6  "Internet"  means  any  systems  for  distributing  digital electronic
          content  and  information  to  end  users via transmission, broadcast,
          public  display,  or  other  forms  of  delivery,  whether  direct  or
          indirect,  whether  over  telephone  lines,  cable television systems,
          optical  fiber  connections, cellular telephones, satellites, wireless
          broadcast,  or  other  mode  of transmission now known or subsequently
          developed.

     1.7  "Launch  Date"  will  mean  that  date  on  which the Toolbar is first
          generally  available  for  use  by  YP.

     1.8  "Person"  has  the  meaning given in Section 3(a)(9) of the Securities
          Act  of  1933,  amended,  as modified and used in Section 13(d) of the
          Securities  Act  of  1933,  amended,  and  will  include a "group," as
          defined  in  Rule 13d-5 promulgated thereunder. However, a person will
          not  include  YP  or  any  of  its  affiliates.


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     1.9  "Schedule"  means  the  schedule(s) for completion of the Services, as
          set  forth  in  the  Specifications.

     1.10 "Services"  means  the  design,  development  and  delivery  of  the
          Technology  in  accordance  with  the Specifications, as modified from
          time  to time, and all other services performed by SurfNet pursuant to
          this  Agreement.


     1.11 "Specifications"  means  the  specifications  for  the  Services  and
          Technology,  attached to this Agreement as Exhibit A, which includes a
          Technology  design  and  content  summary,  as  well  as  a  detailed
          specification  for  all  required  features  and  functionality, and a
          complete delivery and implementation schedule. The Parties contemplate
          that the Specifications may be modified by mutual consent from time to
          time during the Term; if and when the Specifications are modified, the
          Parties  shall  initial  the  new  Specifications or amendments to the
          existing Specifications, and immediately following the last initialing
          such new Specifications or amendments shall automatically be deemed to
          supercede  or  supplement  (as  the  case  may  be)  Exhibit  A.

     1.12 "Technology"  means  (i)  Metaphor  desktop  engine  computer software
          developed  by SurfNet driving a YP-designed toolbar created by SurfNet
          that  will  provide  an  end  user  with  active desktop access to the
          Toolbar  without  imbedding  the Technology in the operating system or
          desktop, as more fully described in the Specifications, and all future
          versions  thereof and enhancements, upgrades and modifications thereto
          developed  by  SurfNet  ("Phase  I"); and (ii) an audibilized Metaphor
          desktop  engine  computer software developed by SurfNet, as more fully
          described  in  the Specifications, and all future versions thereof and
          enhancements,  upgrades and modifications thereto developed by SurfNet
          driving a YP-designed toolbar created by SurfNet that will (A) provide
          an  end  user  with  active  desktop  access  to  the  Toolbar without
          imbedding  the  Technology in the operating system or desktop, and (B)
          incorporate  streaming audio into the Metaphor desktop engine for such
          uses  as  press  releases,  management  announcements  and  other  YP
          generated  audible  messaging  ("Phase  II").

     1.13 "Toolbar"  means  the  product  derived  from  the  Technology.

     1.14 "Term"  means  the period of time commencing on the Effective Date and
          continuing  thereafter indefinitely until this Agreement is terminated
          pursuant  to  Section  8  below.

     1.15 "Territory"  means  the  entire  universe.

     1.16 "Web"  means  the  so-called  World  Wide Web, containing, inter alia,
          pages  written  in hypertext markup language (HTML) and/or any similar
          successor  technology.

2.   License.  Subject  to the terms and conditions contained in this Agreement,
     SurfNet  hereby  grants to YP for a duration of two (2) years commencing on
     the  date  that  the


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technology  is delivered and accepted by YP a worldwide, exclusive license, with
respect  to  the Internet yellow pages market only, to (i) use the Technology on
YP's  websites  and permit the Technology to be copied onto the websites of YP's
end  users,  and  (ii)  promote  the  Technology  on  a  co-branded  basis.
Notwithstanding  the foregoing, if the Launch Date does not occur within six (6)
months  from  the date hereof, YP will forfeit its exclusivity and the foregoing
license  automatically  will become a nonexclusive license. SurfNet reserves the
right  to  make copies of, to make derivative works of and to use the Technology
for  commercial  purposes and to license the Technology to third parties subject
to  the terms of this Agreement, subject to any additional terms relative to the
original  term  sheet  executed by the parties in _______. No rights or licenses
are  granted  or  deemed granted hereunder or in connection herewith, other than
those  rights  or  licenses  expressly  granted  in  this  Agreement.

3.   Compensation.  YP  shall  pay  SurfNet  for  the  Services  the  following:

     3.1  A  development  fee  of  eighty-five  thousand dollars ($85,000), with
          fifty  thousand  dollars  ($50,000) payable upon the execution of this
          Agreement  and  thirty-five  thousand  dollars  ($35,000) payable upon
          delivery  of  Phase  II.

     3.2  A  monthly  license  fee of three thousand seven hundred fifty dollars
          ($3,750),  covering up to one million Impressions per month based on a
          streaming  rate  of  16kbs,  payable in arrears on the 15th day of the
          month  immediately  following  the Launch Date, and on the 15th day of
          each  month  thereafter  during  the  Term;  and

     3.3  A  monthly  license  fee  of four thousand seven hundred fifty dollars
          ($4,750) for each additional one million Impressions per month, or any
          part  thereof,  in  excess  of the aggregate Impressions referenced in
          Section 3.2, based on a streaming rate of 16kbs, payable in arrears on
          the  15th  day  of  the  following  month.

     3.4  A  Change  of  Control  fee of one hundred thousand dollars ($100,000)
          payable  not  later  than five (5) business days following a Change of
          Control.

4.   Technology  Development.

     4.1  In  General. SurfNet shall perform the Services, and deliver to YP the
          Technology,  in  accordance  with  the  Specifications  (including the
          Schedule),  as  the  same may change from time to time during the Term
          with  the  mutual  consent  of YP and SurfNet, and all other terms and
          conditions  contained  in  this  Agreement.  SurfNet will use its best
          efforts  to  meet  each  milestone  in the Schedule for delivering the
          Technology.  SurfNet  agrees that the Services shall be performed in a
          professional  manner and shall be of a high grade, nature and quality.
          Throughout  the  Term:

          4.1.1 SurfNet will assign human and financial resources to develop the
               Technology.


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<PAGE>
          4.1.2  SurfNet  will  monitor the reliability and accessibility of the
               Technology, and ensure that it continues to perform in accordance
               with  the Specifications, excluding any modifications and changes
               made  by  YP  without  the  knowledge  or  consent  of  SurfNet.

          4.1.3  From  time  to  time,  YP may request that SurfNet undertake to
               develop  certain  enhancements  to  the  Technology.  Upon  such
               request, SurfNet shall confer in good faith with YP regarding the
               feasibility  of  developing  such enhancements and the time frame
               for  developing,  testing  and  incorporating  such enhancements.
               Then,  SurfNet  and YP shall mutually agree as to whether SurfNet
               should pursue development of such enhancements, and, if so, which
               of  SurfNet  and/or  YP  will  fund such development. Upon mutual
               written  agreement, the Specifications shall be deemed amended to
               include  such  enhancements.

     4.2  Acceptance.  The  terms  and conditions contained in this Section will
          apply  to  the  initial  release of the Technology, as well as to each
          subsequent  release,  upgrade,  enhancement  and  version  thereof.

          4.2.1  SurfNet  agrees  to  thoroughly  test the Technology (including
               without  limitation  each  and  every  release,  version,  and
               enhancement  thereof), as appropriate under the circumstances, at
               all  appropriate  stages  of  development, and shall document its
               testing  by  written  test  documents  delivered to YP. Such test
               documents  shall  include  a detailed description of the tests as
               conducted,  and  test  results  (including,  without  limitation,
               resulting  bug list and outstanding issues list). Notwithstanding
               anything  contained  in  this  Agreement to the contrary, SurfNet
               will  not  deploy the Technology, and/or any enhancement thereof,
               unless  and  until  YP  authorizes  such  deployment  in writing.

          4.2.2  If  either Party is aware or becomes aware of a delay that will
               prevent  SurfNet  from  meeting  a  scheduled  milestone  for any
               component  of  the Technology under the Schedule, such Party will
               promptly  inform  the  other  Party of such delay, and the reason
               therefore,  in  writing.  If  such  delay  is  caused  by YP, the
               Schedule  will  automatically  be  deemed extended, if and to the
               extent  minimally  necessitated  by  the  original delay. If such
               delay  is  caused  by SurfNet, SurfNet will be given a reasonable
               period  (up  to  thirty  (30)  business  days,  depending  on the
               circumstances) to cure. However, SurfNet acknowledges that timely
               meeting  the  Schedule  is  of  critical  importance  under  this
               Agreement,  and  that  time is of the essence in curing a delayed
               delivery.

          4.2.3  YP  shall evaluate the beta and final version of the Technology
               and  shall  submit  a  written acceptance or rejection to SurfNet
               within  ten (10) business days after YP Net's receipt of the beta
               versions  and  fifteen  (15)  business  days after receipt of the
               final  version  of  the  Technology.  If  YP


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<PAGE>
               identifies  Errors  in  the  Technology prior to acceptance, then
               SurfNet  shall correct, at its sole expense, such Errors, and use
               its  best  efforts  to effect such correction within fifteen (15)
               business  days. If no written acceptance or rejection is received
               by  SurfNet,  acceptance  shall  he  deemed  to  have  occurred.

          4.2.4  If  SurfNet  fails  to  deliver the Technology within the dates
               specified  in  the  Schedule (after application of the applicable
               reasonable  cure  period) and if any Errors discovered during the
               acceptance  process cannot be eliminated in the correction period
               specified  in  the  Specifications  or  Exhibit  B  (whichever is
               applicable) then YP may, at its option: (i) extend the correction
               period;  or  (ii)  suspend  its  performance until the problem is
               corrected  to YP's reasonable satisfaction and/or, if the failure
               to  deliver  or  uncorrected  Error  is  material, terminate this
               Agreement  for  cause  pursuant  to  Section  8.

          4.2.5  Notwithstanding  anything  contained  herein  to  the contrary,
               SurfNet  shall at all times hereunder be responsible for ensuring
               that the Technology meets all Specifications, and if any Error in
               the  originally  submitted  Technology  is  discovered  after
               acceptance,  SurfNet shall remain obligated to correct such Error
               in  accordance with the applicable timetable determined by YP and
               SurfNet  as  set  forth in the Specifications or Exhibit B, or as
               otherwise  may  be  mutually  agreed  under  the  circumstances.

5.   Representations  and  Warranties.

     5.1  By  SurfNet.  SurfNet  warrants  and  represents  that:

          5.1.1 It is a corporation duly organized, validly existing and in good
               standing  under  the  laws  of  Delaware.

          5.1.2  It has the full power to enter into this Agreement and to grant
               the  rights  set  forth  herein.

          5.1.3  This Agreement, when executed and delivered by SurfNet, will be
               the  legal,  valid and binding obligation of SurfNet, enforceable
               against  it  in  accordance  with  its  terms.

          5.1.4  The  execution,  delivery  and performance of this Agreement by
               SurfNet does not conflict with, or constitute a breach or default
               under,  any  provision  of any agreement, contract, commitment or
               instrument  to  which  it  is  a  party

     5.2  By  YP.  YP  warrants  and  represents  that:


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          5.2.1 It is a corporation duly organized, validly existing and in good
               standing  under  the  laws  of  Nevada.

          5.2.2  It has the full power to enter into this Agreement and to grant
               the  rights  set  forth  herein.

          5.2.3  This  Agreement, when executed and delivered by YP, will be the
               legal, valid and binding obligation of YP, enforceable against it
               in  accordance  with  its  terms.

          5.2.4  The execution, delivery and performance of this Agreement by YP
               does  not conflict with, or constitute a breach or default under,
               any  provision  of  any  agreement,  contract,  commitment  or
               instrument  to  which  it  is  a  party.

6.   Indemnification.

     6.1  SurfNet  warrants that the use of the Technology by YP pursuant to the
          terms  hereof  shall  not  constitute  an infringement of any existing
          patent,  copyright  or other right. SurfNet hereby agrees to defend or
          settle  any  suit,  proceeding  or claim brought against YP based on a
          claim  that  the  use  of  the  Technology  or  any part thereof by YP
          constitutes an infringement of any existing patent, copyright or other
          right.  SurfNet  shall  pay  all  damages  or costs awarded against or
          expenses,  including  attorneys'  fees,  incurred  by YP in such suit,
          proceeding  or  claim.

     6.2  In  the event the Technology or any part thereof shall be in SurfNet's
          opinion  likely  to or shall become the subject of a claim for patent,
          copyright,  or other infringement, may, at its option and expense, and
          without  diminishing  SurfNet's obligations under Section 7.1, procure
          for  YP  the  right  to  continue  using  such  affected  part  of the
          Technology  or  modify  such  affected  part to become non-infringing.
          Should  SurfNet  elect to remove or modify such infringing part of the
          Technology,  SurfNet  shall  forthwith  replace  such  part  with  a
          functionally  equivalent  non-infringing  part  and/or  take  other
          appropriate  action  to  ensure  that  the  Technology conforms to the
          Specifications  to  YP  Net's  satisfaction,  without  cost  to  YP.

     6.3  In the event that SurfNet shall refuse or shall be unable to supply or
          shall  be  prevented from supplying the Technology or any part thereof
          to  YP,  or in the event that YP Net's continued use of the Technology
          shall  be  prohibited  or enjoined at any time, SurfNet shall promptly
          replace  all  affected  parts  of  the  Technology  with  functionally
          equivalent non-infringing parts and/or shall take such other action to
          ensure  that  the  Technology  conforms  to the Specifications to YP's
          satisfaction,  without  cost  to  YP.


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     6.4  SurfNet  warrants  that  YP shall suffer no interruption of its normal
          business activities or cycles as a result of any claimed infringement,
          any  litigation referred to in Section 7.1 or any replacement of items
          contemplated  in  Sections  5.2  or  5.3  hereof.

7.   Warranties.

     7.1  SurfNet represents and warrants to YP that as of the date of delivery:

          7.1.1 SurfNet has good and merchantable title to and the right to sell
               and/or  license the Technology as the case may be as provided for
               in  this  Agreement,  free  and  clear of all security interests,
               liens  and  encumbrances.

          7.1.2  The  Technology  is designed in accordance with this Agreement.

          7.1.3 The Technology is comprised of all of the features and functions
               agreed  to  herein.

          7.1.4  YP  shall  receive  any  licenses or warranties extended by any
               third  party  used  by SurfNet in connection with the Technology.

     7.2  SurfNet  further  warrants and covenants that for a period of one year
          following  the  Technology  Acceptance  Date:

          7.2.1  The  Technology  will  be  free from defects in workmanship and
               material.

          7.2.2  The Technology will have all of the qualities and features, and
               be  capable  of  performing all of the functions described in the
               Specifications.

          7.2.3  The Technology will be of merchantable quality, will be fit for
               the  ordinary  purposes  for  which such goods are used, and will
               pass  without  objection  in  the  trade.

     7.3  During  the one year following the Technology Acceptance Date, SurfNet
          will  immediately and in no event later than thirty (30) business days
          after  notice, provide, at no charge to YP, corrections, modifications
          or  additions  to the Technology where YP notifies SurfNet in writing,
          of  any  errors,  omissions,  deficiencies  or  inconsistencies in the
          Technology, except for any changes made by YP. YP shall assist SurfNet
          in  identifying  these  circumstances on which such errors, omissions,
          deficiencies  or  inconsistencies are discovered, and, if requested by
          SurfNet,  shall  document  their  existence.

     7.4  EXCEPT  AS  SPECIFICALLY  PROVIDED  IN  THIS  AGREEMENT,  THERE ARE NO
          EXPRESS  WARRANTIES  WHICH  EXTEND BEYOND THE DESCRIPTION SET FORTH IN
          THIS  AGREEMENT.


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8.   Termination  and  Other  Remedies.

     8.1  In addition to any other rights and/or remedies that YP may have under
          the circumstances, all of which are expressly reserved, YP may suspend
          performance  and/or  terminate this Agreement immediately upon written
          notice  at  any  time  if:

          8.1.1  SurfNet  is  in material breach of this Agreement, and fails to
               cure  that  breach  within sixty (60) business days after written
               notice  thereof,  in  which  case  YP  Net will have the right to
               withhold  payment  of amounts otherwise owed by YP Net to SurfNet
               pursuant  to  this  Agreement;  or

          8.1.2  In  the  case  of  a  failure  to  provide  the  technology  or
               deliverables as promised by the delivery dates as mutually agreed
               by  the parties herein or as extended than YP will be entitled to
               the  return  of  all  the  development  money  tendered  herein.

          8.1.3  SurfNet  becomes  insolvent  or  makes  any  assignment for the
               benefit  of  creditors or similar transfer evidencing insolvency;
               or  suffers or permits the commencement of any form of insolvency
               or  receivership  proceeding;  or  has  any  petition  under  any
               bankruptcy  law filed against it, which petition is not dismissed
               within  sixty (60) business days of such filing; or has a trustee
               or  receiver  appointed  for  its  business or assets or any part
               thereof.

     8.2  In  addition to any other rights and/or remedies that SurfNet may have
          under  the circumstances, all of which are expressly reserved, SurfNet
          may  suspend  performance  and/or terminate this Agreement immediately
          upon  written  notice  at  any  time  if:


          8.2.1  YP  is  in  material breach of Section 3 of this Agreement, and
               fails  to cure that breach within thirty (30) business days after
               written  notice  thereof;  or

          8.2.2  YP becomes insolvent or makes any assignment for the benefit of
               creditors  or  similar transfer evidencing insolvency; or suffers
               or  permits  the  commencement  of  any  form  of  insolvency  or
               receivership proceeding; or has any petition under any bankruptcy
               law  filed  against  it,  which  petition is not dismissed within
               sixty  (60)  business  days  of  such filing; or has a trustee or
               receiver  appointed  for  its  business  or  assets  or  any part
               thereof.

     8.3  In  the  event  of termination or expiration of this Agreement for any
          reason, any provision required to interpret the rights and obligations
          of  the  Parties  arising prior to termination of this Agreement shall
          survive  termination.

9.   Confidentiality.


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     9.1  Nondisclosure.

          9.1.1  SurfNet  shall maintain in confidence and shall not disclose to
               any third Party the Confidential Information received pursuant to
               this  Agreement,  without  the  prior  written consent of YP. The
               foregoing  obligation shall not apply to: (i) information that is
               known  to  SurfNet or independently developed by SurfNet prior to
               the  time of disclosure; (ii) information disclosed to SurfNet by
               a  third  party  that  has a right to make such disclosure; (iii)
               information that becomes patented, published or otherwise part of
               the  public domain as a result of acts by YP or by a third person
               who  has  the  right to make such disclosure; or (iv) information
               that  is  required  to  be disclosed by order of any governmental
               authority  or  a  court  of competent jurisdiction; provided that
               SurfNet  shall  notify  YP  if  it  believes  such  disclosure is
               required  and  shall  use its best efforts to obtain confidential
               treatment  of  such  information  by  the  agency  or  court.

          9.1.2  YP  shall  maintain in confidence and shall not disclose to any
               third  Party  the  Confidential  Information received pursuant to
               this Agreement, without the prior written consent of SurfNet. The
               foregoing  obligation shall not apply to: (i) information that is
               known to YP or independently developed by YP prior to the time of
               disclosure;  (ii)  information  disclosed  to YP by a third party
               that  has a right to make such disclosure; (iii) information that
               becomes  patented,  published  or  otherwise  part  of the public
               domain  as  a  result of acts by SurfNet or by a third person who
               has  the  right to make such disclosure; or (iv) information that
               is  required  to  be  disclosed  by  order  of  any  governmental
               authority  or a court of competent jurisdiction; provided that YP
               shall  notify  SurfNet if it believes such disclosure is required
               and  shall  use its best efforts to obtain confidential treatment
               of  such  information  by  the  agency  or  court.

          9.1.3  The  receiving  Party's  obligations  of  confidentiality  with
               respect to Confidential Information that constitute trade secrets
               under  the  Uniform  Trade Secrets Act as adopted in the State of
               Georgia  (or  other similar applicable law) shall run for as long
               as such information remains a trade secret. The receiving Party's
               obligations  of  confidentiality  with  respect  to  Confidential
               Information  that  is not covered under the Uniform Trade Secrets
               Act  as  adopted  in  the  State  of  Arizona  (or  other similar
               applicable  law),  shall run for three (3) years from the date of
               termination  of  this  Agreement.

     9.2  Use  of  Confidential  Information.


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          9.2.1  SurfNet  shall  ensure  that  all  of its employees, agents and
               contractors  having  access to the Confidential Information of YP
               are  obligated  in  writing  to  abide  by  SurfNet's obligations
               hereunder.  SurfNet  shall  use the Confidential Information only
               for  the  purposes  contemplated  under  this  Agreement.

          9.2.2  YP  shall  ensure  that  all  of  its  employees,  agents  and
               contractors  having  access  to  the  Confidential Information of
               SurfNet are obligated in writing to abide by YP Net's obligations
               hereunder. YP shall use the Confidential Information only for the
               purposes  contemplated  under  this  Agreement.

     9.3  Disparagement.  Without  having  first  sought  and  obtained YP Net's
          written  approval  (which  YP  may  withhold  in its sole and absolute
          discretion), SurfNet shall not, directly or indirectly, (i) trade upon
          this  transaction  or any aspect of SurfNet's relationship with YP, or
          (ii)  otherwise  deprecate  YP  technology.

     9.4  Press  Release. Neither Party will issue any press release or make any
          public  announcement(s)  relating  in  any  way  whatsoever  to  this
          Agreement  or  the  relationship established by this Agreement without
          the  express  prior  written  consent of the other Party. However, the
          Parties  acknowledge  that this Agreement, or portions thereof, may be
          required  under  applicable  law  to  be  disclosed,  as part of or an
          exhibit  to  a Party's required public disclosure documents. If either
          Party  is  advised  by  its  legal  counsel  that  such  disclosure is
          required,  it  will  notify  the other in writing and the Parties will
          jointly  seek  confidential treatment of this Agreement to the maximum
          extent  reasonably possible, in documents approved by both Parties and
          filed  with  the  applicable  governmental  or regulatory authorities.
          Notwithstanding the foregoing, YP and SurfNet will cooperate to create
          a mutually approved joint press release regarding the non-confidential
          aspects of this Agreement, which press release shall be issued by each
          Party  on  the Launch Date; provided, however, that the precise timing
          of  such  press release shall be subject to the approval of YP (in its
          sole  and  absolute  discretion).

     9.5  Injunctive Relief. Because damages at law will be an inadequate remedy
          for  breach of any of the covenants, promises and agreements contained
          in  this  Article  9  hereof, the aggrieved Party shall be entitled to
          injunctive  relief  in  any  state or federal court located within the
          City  of  Phoenix, Arizona, including specific performance or an order
          enjoining  the breaching Party from any threatened or actual breach of
          such  covenants,  promises or agreements. The rights set forth in this
          Section  shall  be in addition to any other rights which the aggrieved
          Party  may  have  at  law  or  in  equity.

     10.  Miscellaneous


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     10.1 Neither  Party  shall  represent  itself  as  the  agent  nor  legal
          representative  of  the  other for any purpose whatsoever, and neither
          Party  shall  have  the  right  to  create or assume for the other any
          obligation  of  any kind. This Agreement shall not create or be deemed
          to  create  an agency, partnership, franchise, employment relationship
          or  joint  venture  between  the  Parties.  Each Party's employees who
          perform  services  related  to  this  Agreement shall remain under the
          exclusive direction and control of their respective employer and shall
          receive  such  salaries, compensation and benefits as their respective
          employer  may from time to time determines. Each Party shall have full
          and  sole  responsibility  for  its  employees who perform any service
          related  to  this  Agreement  with  regard  to  compliance  with  all
          applicable  laws,  rules and regulations governing such Party relating
          to  employment,  labor,  wages,  benefits,  taxes  and  other  matters
          affecting  its  employees,

     10.2 Any  notice  required  or  permitted  to be given under this Agreement
          shall  be  made  in  writing and shall be deemed to have been given or
          made if it is in writing and is: (i) delivered in person, (ii) sent by
          same day or overnight courier, (iii) mailed by certified or registered
          mail,  return  receipt  requested,  postage  prepaid, addressed to the
          Party  at its address set forth below or at such other address as such
          Party may subsequently furnish to the other Party by notice hereunder,
          or  (iv)  delivered  by  facsimile,  the transmittal of which shall be
          confirmed  by a telephone call to the other Party and by dispatch of a
          confirming  copy  of  the transmittal by registered or certified mail,
          postage  prepaid.  Notices  will  be  deemed  effective on the date of
          delivery  in the case of personal delivery, or three (3) business days
          after  mailing, or on the date of dispatch in the case of notification
          by  facsimile  (assuming  confirmation  of transmission). The Parties'
          addresses  for  purposes  of  notice  shall  be  as  set  forth above.

     10.3 This  Agreement  shall  be  construed,  enforced, performed and in all
          respects  governed  by and in accordance with the laws in the State of
          Arizona.  In  any  action or suit to enforce any right or remedy under
          this  Agreement  the prevailing Party shall be entitled to recover its
          reasonable  attorneys'  fees  and  costs.

     10.4 In the event any provision of this Agreement is rendered null, void or
          otherwise  ineffective  in  any  given  country  or  any  political
          subdivision  in  a  given  country,  then  (i)  the  Parties  agree to
          negotiate  in  good  faith  an  acceptable alternative provision which
          reflects  as  closely  as  possible  the  intent  of the unenforceable
          provision  and  which shall apply only with respect to that portion of
          the  Territory  in which the original provision is rendered null, void
          or  otherwise  ineffective and (ii) notwithstanding, and regardless of
          whether  the Parties reach agreement after the good faith negotiations
          described  in clause (i) immediately above, the validity, legality and
          enforceability  of  the  remaining  provisions  of this Agreement with
          respect to such portion of the Territory (and of all of the provisions
          of  this Agreement with respect to the balance of the Territory) shall
          not  in  any  way  be


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          affected  or  impaired  thereby  and  shall  remain  in full force and
          effect.  Section  and  all other headings used herein are provided for
          convenience  only  and  are  not  to  be  given  any  legal  effect or
          considered  in  interpreting  any  provision  of  this  Agreement.  No
          provision  of  this  Agreement  shall be interpreted against any Party
          because such Party or its legal representative drafted such provision.

     10.5 Neither  Party  may  transfer, assign or sublicense this Agreement, or
          any  rights  or  obligations  hereunder,  whether  by  contract  or by
          operation of law, except with the express written consent of the other
          Party, and any attempted transfer, assignment or sublicense by a Party
          in  violation  of  this  Section  shall  be void. For purposes of this
          Agreement,  an  "transfer"  under  this  Section  shall  be  deemed to
          include,  without limitation, the following: (a) a merger or any other
          combination of an entity with another party, whether or not the entity
          is the surviving entity; (b) any transaction or series of transactions
          whereby a third party acquires direct or indirect power to control the
          management  and policies of an entity, whether through the acquisition
          of  voting  securities, by contract, or otherwise; (c) the transfer of
          any  rights  or  obligations  in  the course of a liquidation or other
          similar  reorganization  of  an  entity;  or  (d)  the  transfer  to a
          subsidiary.  Neither  Party  will  unreasonably  withhold or delay its
          consent  to a requested transfer, assignment or sublicense. Subject to
          the  provisions  of this Section, this Agreement shall be binding upon
          and inure to the benefit of each Party and their respective successors
          and  assigns.

     10.6 All  rights  and  obligations of the Parties hereunder arc personal to
          them.  Except  as otherwise specifically stated herein, this Agreement
          is  not  intended  to benefit, nor shall it be deemed to give rise to,
          any  rights  in  any  third  party.

     10.7 Each  Party  shall  be  responsible for compliance with all applicable
          laws, rules and regulations, if any, related to the performance or its
          obligations  under  this  Agreement.

     10.8 No  waiver  of  any  breach  of  any provision of this Agreement shall
          constitute  a  waiver of any prior, concurrent or subsequent breach of
          the  same  or  any  other  provisions hereof or thereof, and no waiver
          shall  be effective unless made in writing and signed by an authorized
          representative  of  the  waiving  Party.

     10.9 Neither  Party  shall  be liable hereunder by reason of any failure or
          delay in the performance of its obligations hereunder during any event
          of  force  majeure.

     10.10  This  Agreement  contains  the  entire agreement of the Parties with
          respect  to the premises, and may not be modified or amended except by
          a  written  instrument  executed  by the Party sought to be charged or
          bound  thereby.

     10.11  The  Parties acknowledge that there may be instances during the Term
          when,  notwithstanding  the  Non-Disclosure  Agreement  referred to in
          Section 10.1 above, either party will not wish to disclose or have the
          other  party  become  aware


                                       13
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          (through  inspection  or  otherwise)  of  certain  confidential  and
          proprietary  information  of  the other party relating to its business
          and/or  technology.  In  those  instances,  the  Parties agree to work
          together  in a spirit of cooperation to work around such disclosure so
          that  each  party is able to perform the Services under this agreement
          to  the  other party's reasonable satisfaction and otherwise discharge
          their obligations under this Agreement without making such disclosure.

11.  Source  Code  Escrow.  SurfNet  agrees  to  deposit  a  full  and  complete
     electronic  copy  of the source code to the Technology, and all updates and
     enhancements  thereto (the "Source Materials"), into escrow with a mutually
     agreed upon escrow services company. The parties will enter into a mutually
     agreeable  escrow  agreement.  YP  shall  pay  all fees for such escrow and
     SurfNet  shall  bear  its  own  costs in preparing the Source Materials for
     deposit.  The escrow agreement shall provide for the release of such Source
     Materials  in  the event SurfNet ceases to do business in the normal course
     (except  in  the  cases  of  corporate  restructuring,  acquisition  or
     reorganization  under  Chapter  11 of the U.S. Bankruptcy Code). Subject to
     the  terms  and  conditions of this Agreement, upon release from escrow, YP
     shall  have  a nonexclusive, license to use and modify the Source Materials
     and  distribute  the  same.  Title  in all Source Materials shall remain in
     SurfNet,  and  YP  will  take  all  reasonable  precautions to maintain the
     secrecy of the Source Materials unless Surfnet becomes insolvent as defined
     herein.

Executed as of the date set forth above.

SURFNET  MEDIA  GROUP,  INC.                         YP  CORP.


By:_________________________                            By:_____________________
     Robert  Arkin                                      Peter  Bergmann
     Chairman                                           Chief  Executive  Office


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                                    EXHIBIT A
              SPECIFICATIONS, DELIVERY AND IMPLEMENTATION SCHEDULE

The toolbar shall contain the following:

     1.   Search  controls  consistent  with  the  YP  main  website
     2.   Stock  ticker  information
     3.   Rotating  banners  consisting  of  a  YP  banner  and banners for YP's
          national  customer  base  including  audio  commercials.
     4.   This  will  be  based  on  Surfnet's  MetaphorTM  patented technology.

The  toolbar  shall  be  similar to that shown in www.toolbar.com on the Surfnet
                                                  ---------------
proofing  station.


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                                    EXHIBIT B
                               CORRECTION PERIODS

Corrections shall be made as needed on an ongoing basis, Should such corrections
result  in  designing  a  new  toolbar  or one with new functionalities, revised
pricing  will  be  instituted based on negotiations to be conducted at the time.


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