Exhibit
      10.1




**TRANSFER
      AND REPAYMENT AGREEMENT**








This
      Transfer and Repayment Agreement (the “Agreement”) is entered into effective as
      of April 1, 2005 (the “ Effective
      Date ”),
      among YP CORP., a Nevada corporation, f/k/a YP.Net, Inc. and f/k/a RIGL
      Corporation (the “ Company ”),
      MORRIS & MILLER, LTD., an Antigua corporation (“ Morris
      & Miller ”),
      MATHEW AND MARKSON, LTD., an Antigua corporation (“ Mathew
      and Markson ”
      and together with Morris & Miller, the “ Shareholders ”).
      All of the parties to this Agreement are collectively referred to as the
“Parties.”




****BACKGROUND****





Mathew
      and Markson and Telco Billing, Inc., a Nevada corporation (“ Telco ”)
      executed that certain Exclusive Licensing Agreement, dated September 21, 1998
      (the “ Licensing
      Agreement ”),
      pursuant to which Mathew and Markson granted a 20-year exclusive license to
      Telco with respect to the name “YELLOW-PAGE.NET,” including the name, the trade
      name, trademark and the URL www.yellow-page.net (collectively, the “ Name ”)
      in exchange for certain payments.





The
      Parties and Telco executed that certain Stock Purchase Agreement, dated March
      16, 1999 (the “ Stock
      Purchase Agreement ”),
      pursuant to which the Company acquired all of the outstanding shares of Telco,
      including those shares owned by the Shareholders. The Stock Purchase Agreement
      provided the Shareholders with the right to “put” shares of the Company owned by
      them back to the Company under certain circumstances. In connection with the
      execution of the Stock Purchase Agreement, the Company agreed to pay an
      accelerated payment under the Licensing Agreement in exchange for the
      acquisition of the Name.





The
      Parties then executed that certain Amendment to the Stock Purchase Agreement,
      dated March 16, 1999 (the “ First
      Amendment ”),
      which cured a technical default under the Stock Purchase Agreement.





Subsequently,
      the Parties executed that certain 2nd Amendment to Stock Purchase Agreement,
      effective September 12, 2000 (the “ Second
      Amendment ”),
      pursuant to which the “put” rights of the Shareholders were terminated in
      exchange for the creation of revolving lines of credit for the benefit of the
      Shareholders. Under the lines of credit, the Company agreed to lend up to
      $10,000,000 to each Shareholder, subject to certain limitations (the
“ Revolvers ”).





In
      December 2001, the Company and Mathew and Markson executed a binding term sheet
      to address previous and existing defaults by the Company on payments owed to
      Mathew and Markson in connection with the accelerated payments and the
      assignment of the Name to the Company (the “ Term
      Sheet Agreement ”).
      The Term Sheet Agreement provided for a final payment by the Company to Mathew
      and Markson of $550,000 (the “ Company
      Debt ”)
      to be evidenced by a promissory note and was secured by a pledge of 2,000,000
      shares of Company stock (“ Collateral
      Shares ”).
      $115,865 of the Company Debt has not been paid to date.







As
      of October 31, 2003, the Parties executed that certain Amendment No. 3 to Stock
      Purchase Agreement (the “ Third
      Amendment ”
      and collectively with the Stock Purchase Agreement, the First Amendment and
      the
      Second Amendment, the “ Purchase
      Agreement ”),
      pursuant to which the Revolvers were terminated in exchange for the Company’s
      agreement to (a) make final, predetermined advances to the Shareholders; and
      (b)
      pay quarterly dividends to all of the Company’s shareholders, subject to
      applicable law and the terms and conditions of the Third Amendment.





The
      Parties desire to have the Shareholders repay the advances made pursuant to
      the
      Third Amendment and to clarify and resolve certain matters between the Parties
      on the terms set forth in this Agreement.




**AGREEMENT**





In
      consideration of the mutual promises set forth in this Agreement and other
      valuable consideration, the receipt and sufficiency of which are acknowledged,
      the Parties agree as follows:





1. Confirmation
      of Prior Assignment of Name; Assignment of Additional Intellectual Property;
      Continuing Indemnity .





1.1 Confirmation
      of Assignment .
      The Shareholders acknowledge, agree and confirm that (a) all of the right,
      title, interest, and goodwill, including common law rights, in the Name was
      sold, conveyed, transferred and assigned to Telco and the Company, their
      successors, assigns and legal representatives, exclusively throughout the world
      on a quit claim basis, in March 1999 in connection with the Stock Purchase
      Agreement and the Licensing Agreement was thereby terminated and (b) the Parties
      intended to effect the assignment and transfer of the Name at that
      time.





1.2 Assignment
      of Additional Intellectual Property .
      The Shareholders hereby sell, convey, transfer and assign to Telco, its
      successors, assigns and legal representatives, exclusively throughout the world,
      on a quit claim basis all of their respective right, title, interest, and
      goodwill, including common law rights, in and to the names, tradenames,
      trademarks, URL’s and domain names listed on Exhibit
      A (collectively, the “ Assigned
      IP ”)
      in the United States of America and in all countries and jurisdictions of the
      world, including the right to file for protection of the Assigned IP throughout
      the world. Shareholders agree to perform, at the Company’s expense, all acts and
      to execute such other documents, if any, necessary for the Company to perfect
      its ownership in and to the Assigned IP.





1.3 Indemnification .
      Despite the termination of the Licensing Agreement, the Company’s
      indemnification obligations pursuant to Sections 5 and 6 of the Licensing
      Agreement shall remain in full force and effect.





2. Repayment
      of Advances; Satisfaction of Company Debt .





2.1 Advances
      Generally .
      The Parties agree that: (a) the Company has no obligation to make any additional
      Advances (as defined in the Third Amendment) to the Shareholders; and (b) the
      amount owed by the Shareholders to the Company with respect to the Advances
      already made, including principal, interest and all other amounts due pursuant
      to the Third Amendment, is $3,895,000 (the “ Repayment
      Amount ”).




2




2.2 Repayment
      of Advances .
      The Shareholders shall pay and satisfy the Repayment Amount to the Company
      by
      (i) offsetting the balance of the Company Debt against the Repayment Amount;
      (ii) making the assignment required by Section
      1.2 ;
      (iii) providing the restrictive covenants set forth in Section
      2.5 ;
      (iv) releasing any liens on the Collateral Shares in accordance with Section
      2.3 ;
      and (v) delivering to the Company one or more stock certificate(s) evidencing
      1,889,566 shares of Company common stock (the “ Repayment
      Shares ”)
      for cancellation by the Company. The parties hereby agree that upon delivery
      of
      such payment or consideration, including the Repayment Shares, (A) the Repayment
      Amount shall be deemed paid in full, the Shareholders shall have no obligation
      to make any further payments with respect to the Advances, and all security
      for
      repayment of the Advances contemplated by the Third Amendment shall be deemed
      to
      be released, and (B) the Company Debt is satisfied and paid and the Company
      has
      no further obligation of payment to the Shareholders with respect to the Company
      Debt.





2.3 Release
      of Collateral .
      The Shareholders hereby release and extinguish any and all liens the
      Shareholders may have pertaining to the Collateral Shares. The Company hereby
      releases any and all liens it may have pertaining to any shares of Company
      common stock, warrants, or convertible securities owned by or registered to
      the
      Shareholders.





2.4 Effect
      on Third Amendment .
      Upon satisfaction of the Repayment Amount pursuant to Section
      2.2 ,
      the Third Amendment shall be deemed amended as follows:





2.4.1    all
      references to Advances are deleted;





2.4.2    all
      provisions of Article 1 of the Third Amendment (other than Section 1.2) are
      deleted;





2.4.3    Section
      1.2 of the Third Amendment is amended to read in its entirety as
      follows:





“1.2 Termination
      of Revolvers .
      The Revolvers have terminated and expired and are of no further force or effect.
      The Company is no longer obligated to advance any funds to the Shareholders
      or
      any assignee of the Shareholders.”; and





2.4.4    all
      provisions of Article 4 of the Third Amendment are deleted.





Except
      as set forth in this Agreement, the Third Amendment shall remain in full force
      and effect.




3




2.5 Non-Competition
      and Non-Solicitation .





2.5.1    For
      a period of five years from the Effective Date, the Shareholders, and their
      officers, managers, employees, consultants, members, partners, liaisons,
      affiliates, or control persons will not, directly or indirectly, either
      individually or in connection with another entity or any third-party, compete
      with the current business of the Company or participate or invest in the
      development of a product or the provision of services that reasonably could
      be
      deemed to be competitive with any current products, services, concepts or lines
      of business of the Company.





2.5.2    For
      a period of five years from the Effective Date, the Shareholders, and their
      officers, managers, employees, consultants, members, partners, liaisons,
      affiliates, or control persons will not, directly or indirectly, either
      individually or in connection with another entity or any third-party, solicit,
      do business with, call upon, handle, deliver products or render services to
      any
      active or prospective customer of the Company (including, without limitation,
      a
      corporate customer itself, the representatives of a corporate customer, and
      any
      affiliated entity of a corporate customer) for the purpose of soliciting or
      selling such active or prospective customer the same as, similar to, or related
      products or services that the Company currently provides.





2.5.3    The
      Shareholders expressly acknowledge and agree that the restrictions contained
      in
      this Section
      2.5 are entirely reasonable and are properly and necessarily required for the
      adequate protection of the Company’s current business and intellectual property
      rights. If a court of competent jurisdiction determines that five years is
      unreasonable or unenforceable, then the period will be four years. If a court
      of
      competent jurisdiction determines that four years is unreasonable or
      unenforceable, then the period will be three years. If a court of competent
      jurisdiction determines that three years is unreasonable or unenforceable,
      then
      the period will be two years. If a court of competent jurisdiction determines
      that two years is unreasonable or unenforceable, then the period will be two
      years. If a court of competent jurisdiction determines that two years is
      unreasonable or unenforceable, then the period will be one year.





3. Representations
      and Warranties .





3.1 Representations
      and Warranties of Shareholders .
      The Shareholders jointly and severally represent to the Company that (i) they
      have not assigned, transferred, licensed, pledged or otherwise encumbered any
      Assigned IP or agreed to do so; (ii) to the best of their knowledge none of
      the
      Assigned IP contains any intellectual property or associated rights owned,
      authored or created by, or licensed to, any third-party; (iii) they have full
      power and authority to enter into this Agreement and to make the assignments
      made herein and prior hereto; and (iv) they are not aware of any violation,
      infringement or misappropriation of any third party’s rights (or any notice or
      claim thereof) by any person or entity with respect to the use of the Assigned
      IP or Name. Some of the items included in the Assigned IP may have expired,
      but
      to the best of the Shareholders’ knowledge, no one has obtained any right to use
      any expired items that are superior to the rights of the Shareholders. Except
      for the representations contained in this Section
      3.1 ,
      the Assigned IP is conveyed “as is, where is” and “with all faults,” and the
      Shareholders have not made, and the Shareholders hereby expressly disclaim
      and
      negate, any other representation or warranty, express or implied, of any kind
      or
      nature whatsoever, relating to the Assigned IP or the Name (including any
      implied or expressed warranty of title, non-infringement, merchantability or
      fitness for a particular purpose).




4




3.2 Representations
      and Warranties of the Company and Telco .
      Each of the Company and Telco represents and warrants that (i) it has taken
      all
      requisite corporate or other action necessary to authorize its execution and
      performance of this Agreement and (ii) this Agreement is binding upon it in
      accordance with its terms.





4. Further
      Assurance and Post-closing Covenants .
      The Shareholders agree immediately following the execution of this Agreement
      to
      assist the Company in every legal way to (i) evidence, record and perfect the
      assignments of the Name and the Assigned IP; (ii) apply for and obtain
      recordation of and from time to time enforce, maintain, and defend the assigned
      rights; (iii) register and/or transfer the registration of the Name and any
      domains and URL’s included in the Assigned IP into the Company’s name or its
      designees; (iv) evidence, record and perfect the transfer of the Repayment
      Shares to the Company in a prompt and expeditious manner; and (v) evidence
      and/or record the release and extinguishment of any liens on the Collateral
      Shares. If the Company is unable for any reason to secure the Shareholders’
      signatures to any document or instrument it is entitled to under this Agreement
      and reasonably necessary to fulfill any of the Shareholders’ obligations under Section
      1.2 and this Section
      4 after using its reasonable efforts to do so, the Shareholders hereby irrevocably
      designate and appoint the Company and its duly authorized officers and agents,
      as their respective agent and attorney-in-fact with full power of substitution
      to act for and on their behalf and instead of Shareholders, to execute and
      file
      any such document or documents and to do all other lawfully permitted acts
      to
      further the purposes of the foregoing with the same legal force and effect
      as if
      executed by Shareholders. If any part of the Name or Assigned IP is based on,
      incorporates, or is an improvement or derivative of, or cannot be reasonably
      and
      fully made, used, reproduced, distributed and otherwise exploited without using
      or violating technology or intellectual property rights owned or licensed by
      Shareholders and not assigned hereunder, Shareholders hereby grant the Company
      and its successors a perpetual, irrevocable, worldwide, royalty-free, exclusive,
      sublicensable right and license to exploit and exercise all such technology
      and
      intellectual property rights in support of the Company’s exercise or
      exploitation of the Name and Assigned IP or any assigned rights (including
      any
      modifications, improvements and derivatives of any of them).





5. Stock .
      The parties agree that all Company capital stock, warrants or convertible
      securities owned by or registered to the Shareholders, except for the Repayment
      Shares, are the sole property of the Shareholders, free from any claims or
      liens
      by the Company.





6. Fees
      and Expenses .
      Except as set forth in Section
      15 ,
      each Party shall bear all of its own fees, costs and expenses (including
      attorneys’ fees and costs) arising out of or relating in any way to the
      negotiation and preparation of this Agreement.





7. No
      Admission of Liability .
      Each Party acknowledges and agrees that this Agreement does not, and shall
      not
      be construed to constitute any admission of liability or fault of any kind
      whatsoever by any Party by whom liability always has been and now is expressly
      denied, but is made solely in compromise and settlement of disputed
      matters.




5




8. Entire
      Agreement; Binding Effect .
      This Agreement, as well as any exhibits attached hereto, constitutes the entire,
      integrated agreement among the Parties with regard to the matters set forth
      herein and supersedes any and all prior and contemporaneous agreements,
      promises, representations, negotiations and understandings, whether written
      or
      oral, with respect to the subject matter hereof. Notwithstanding the foregoing,
      except as amended by this Agreement, the Purchase Agreement shall remain in
      full
      force and effect. This Agreement shall be binding upon and inure solely to
      the
      benefit of the Parties and their successors and assigns, and is not for the
      benefit of any third party.





9. Drafting
      of Documents; Construction of Agreement .
      Each Party represents and warrants that it is not relying on the advice of
      any
      other Party or anyone associated with such other Party as to the legal, tax,
      or
      other consequences of any kind arising out of this Agreement. Accordingly,
      each
      Party hereby completely releases and forever discharges each other Party from
      any and all claims or other rights of any kind which such releasing Party may
      assert because the legal, tax or other consequences of this Agreement are other
      than those anticipated by such Party. In addition, each Party acknowledges
      that
      (a) it is represented by legal counsel; (b) this Agreement has been fully
      negotiated among the Parties; and (c) it has fully reviewed the terms of this
      Agreement, has a complete knowledge and understanding of its rights, obligations
      and duties under this Agreement and of the rights waived or released under
      this
      Agreement, and has voluntarily accepted the terms of this Agreement. In the
      event of any ambiguity, no presumption shall arise against any Party as a result
      of any provision of this Agreement having been prepared or drafted in the first
      instance by such Party or by legal counsel representing such Party. As used
      in
      this Agreement, unless the context otherwise requires, the singular number
      will
      include the plural and the singular, and the use of any gender will be
      applicable to all genders. The captions and headings used in this Agreement
      are
      for convenience only and do not in any way affect, limit, amplify, or modify
      the
      terms and provisions of this Agreement.





10. Notices .
      All notices, demands, requests, and other communications required or permitted
      hereunder will be in writing and will be delivered by hand, telegram, facsimile
      or deposited with the United States Postal Service postage prepaid, registered
      or certified mail, return receipt requested, or delivered by courier or personal
      delivery addressed as follows:





If
      to Company:





YP
      Corp.


4840
      East Jasmine Street, Suite 105


Mesa,
      Arizona 85205-3321


Facsimile:
      480-860-0800


Telephone:
      480-654-9646


Attention:
      President




6


If
      to Shareholders:





Ilse
      Cooper


Morris
      & Miller, Ltd.


Woods
      Centre


St.
      John’s, Antigua, W.I.


Facsimile:
      268-462-8976


Telephone:
      268-562-1122





and:





Ilse
      Cooper


Mathew
      and Markson, Ltd.


Woods
      Centre


St.
      John’s, Antigua, W.I.


Facsimile:
      268-462-8976


Telephone:
      268-562-1122





with
      a copy to:





James
      J. Trimble, Esq.


Fennemore
      Craig


3003
      North Central Avenue


Suite
      2600


Phoenix,
      Arizona 85012-2391


Facsimile:
      (602) 916-5505


Telephone:
      (602) 916-5305





All
      notices sent within the United States shall be deemed delivered two business
      days after deposit with the United States Postal Service, or if delivered by
      facsimile, telegram, courier or by personal delivery, then notice is deemed
      delivered upon the date and time of actual receipt or refusal of delivery by
      the
      representative’s agents and employees of the Company and each Shareholder. All
      notices sent outside of the United States shall be deemed delivered 5 business
      days after deposit with the United States Postal Service, or if delivered by
      facsimile, telegram, courier or by personal delivery, then notice is deemed
      delivered upon the date and time of actual receipt or refusal of delivery by
      the
      representative’s agents and employees of the Company and each Shareholder. Any
      party may designate a different address or person to whom such notices should
      be
      sent by giving notice thereof as provided herein, which change of address will
      be effective upon receipt.





11. Amendments;
      Modifications. No provision of this Agreement may be amended or modified, except by instrument
      in writing executed by the Parties.





12. No
      Waiver .
      No waiver by any Party of any of its rights or remedies under this Agreement
      or
      otherwise will be considered a waiver of any other or subsequent right or remedy
      of such Party; no delay or omission in the exercise or enforcement by any Party
      of any rights or remedies will be construed as a waiver of any other right
      or
      remedy of such Party; and, to the extent permitted by applicable law, no
      exercise or enforcement of any such rights or remedies will be held to exhaust
      any right or remedy of such Party.




7




13. Governing
      Law .
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of Arizona, without giving effect to conflict of laws
      principles.





14. Time
      of the Essence .
      Time is of the essence with respect to each and every term and condition of
      this
      Agreement.





15. Attorneys’
      Fees .
      If any Party breaches its representations or warranties under this Agreement
      or
      fails to fulfill or perform any of its covenants or obligations in this
      Agreement, such Party shall pay all costs, including, without limitation,
      reasonable attorneys’ fees and expert witness fees, that may be incurred by the
      other Parties to enforce the terms, covenants, conditions and provisions of
      this
      Agreement, or that may be incurred as a result of the default under or breach
      of
      this Agreement, whether or not legal action is commenced.





16. Execution
      in Counterparts .
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be an original as against any party whose signature appears
      thereon, and all of which shall together constitute one and the same instrument.
      This Agreement shall become binding when one or more counterparts hereof,
      individually or taken together, shall bear the signatures of all of the parties
      reflected hereon as the signatories. Any photographic or xerographic copy of
      this Agreement, with all signatures reproduced on one or more sets of signature
      pages, shall be considered for all purposes as if it were an executed
      counterpart of this Agreement. **** Signatures
      may be given by facsimile or other electronic transmission, and such signatures
      shall be fully binding on the party sending the same.





17. Specific
      Performance .
      Each of the parties to this Agreement acknowledges and agrees that the parties’
      respective remedies at law for a breach or threatened breach of any of the
      provisions of this Agreement would be inadequate and, in recognition of that
      fact, agrees that, in the event of a breach or threatened breach of the
      provisions of this Agreement by any other party, then in addition to any
      remedies at law, each other party shall be entitled to obtain equitable relief
      in the form of specific performance, a temporary restraining order, a temporary
      or permanent injunction or any other equitable remedy which may then be
      available.





18. Provisions
      Severable .
      The provisions of this Agreement are independent of and severable from each
      other, and no provision shall be affected or rendered invalid or unenforceable
      by virtue of the fact that for any reason any other or others of them may be
      invalid or unenforceable in whole or in part. Further, if a court of competent
      jurisdiction determines that any provision of this Agreement is invalid or
      unenforceable as written, such court may interpret, construe, rewrite or revise
      such provision, to the fullest extent allowed by law, so as to make it valid
      and
      enforceable consistent with the intent of the parties.




8




IN
      WITNESS WHEREOF, this Agreement is executed and delivered by the Parties as
      of
      the Effective Date set forth in the preamble.




YP
              CORP.By:
            /s/ Peter
              J. BergmannPeter
                J. Bergmann
              President and Chief Executive
                Officer




MORRIS
              & MILLER, LTD.By:
            /s/ Ilse
              F. CooperAMT,
              Director




MATHEW
              AND MARKSON, LTD.By:
            /s/ Ilse
              F. CooperAMT,
              Director




9
 **Exhibit
            A**


Assigned
      IP





List
      of Marks





“MINI
                WEB PAGE”
            
            TRADEMARK“YELLOW
                  PAGE FINGERS ON A GLOBE WITH A YELLOW SKY INA BOX”
            
            STATE
                LEVEL SERVICE MARK“MAKING
                IT EASY FOR YOU”
            
            TRADEMARK“AMERICA’S
                LOCAL YELLOW PAGES”
            
            TRADEMARK“YOUR
                LOCAL YELLOW PAGES”
            
            TRADEMARK





List
      of Domain Names (“URLs”)





YELLOW-PAGE.COM
 YELLOW-PAGE.ORG
 YELLOWPAGE.NET
 YELLOWPAGES-INFO.NET
 YELLOW-PAGES-INFO.NET
 YELLOWPAGESINFO.NET
 YELLOW-PAGE.INFO
 YELLOWPAGEPLUS.COM
 YELLOWPAGEPLUS.NET
 AMERICAN-YELLOW-PAGE.COM
 AMERICAN-YELLOW-PAGE.NET
 AMERICAN-YELLOW-PAGES.COM
 AMERICAN-YELLOW-PAGES.NET
 AMERICAN-YELLOW-PAGE.ORG
 AMERICAN-YELLOW-PAGES.ORG
 USAYELLOWPAGE.NET
 USAYELLOWPAGE.ORG
 USA-YELLOW-PAGE.NET
 USA-YELLOW-PAGE.COM
 USA-YELLOW-PAGE.ORG
 USA-YELLOW-PAGES.ORG
 USA-YELLOW-PAGES.COM
 USA-YELLOW-PAGES.NET
 THE-YELLOW-PAGE.COM
 THE-YELLOW-PAGE.NET
 WORLD-YELLOW-PAGE.NET
 WORLD-YELLOW-PAGE.ORG
  A-1
 **Exhibit
              A**
  WORLD-YELLOW-PAGE.COM
 WORLD-YELLOW-PAGES.ORG
 WORLD-YELLOW-PAGES.COM
 WORLDYELLOWPAGE.NET
 WORLDYELLOWPAGE.ORG
 WORLD-WIDE-YELLOW-PAGE.COM
 WORLD-WIDE-YELLOW-PAGE.NET
 GLOBAL-YELLOW-PAGE.NET
 GLOBAL-YELLOW-PAGE.COM
 GLOBAL-YELLOW-PAGES.COM
 GLOBAL-YELLOW-PAGES.NET
 GLOBALYELLOWPAGE.NET
 GLOBALYELLOWPAGES.NET
 GET-A-BETTER-IDEA.COM
 GET-A-BETTER-IDEA.NET GET-AN-IDEA.COM
 GET-AN-IDEA.NET
 GOT-AN-IDEA.COM
 MINIWEBPAGE.COM
  A-2