**Exhibit
      10.13.1**




**FIRST
      AMENDMENT**


**TO**


**EMPLOYMENT
      AGREEMENT**




THIS
      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of
      September 19, 2006 (“Effective Date”), is made and entered into by and between
      John Raven (“Executive”), and YP Corp., a Nevada corporation (the “Company”).
      Capitalized terms not otherwise defined herein shall have the same meaning
      set
      forth in that certain Employment Agreement (“Agreement”) made effective by and
      between Executive and the Company on February 6, 2006.




**BACKGROUND**




Executive
      and the Company entered into the Agreement pursuant to which Executive agreed
      to
      act as Chief Operating Officer and Chief Technical Officer of the Company in
      accordance with the terms and conditions more particularly described
      therein.




The
      parties desire to amend the Agreement with respect to its term and the
      Executive’s salary in the manner particularly set forth below.




In
      consideration of the mutual promises, covenants and agreements contained herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties agree as follows.




**1.**  **Continuing
      Effect of the Agreement** . **** Except
      as
      expressly provided in this Amendment, the Agreement will remain unchanged and
      in
      full force and effect; provided , however ,
      nothing
      contained in the Agreement will have the effect of preventing or limiting,
      in
      any way, the terms of this Amendment. Furthermore, if any conflict arises
      between the terms of this Amendment and the terms of the Agreement, this
      Amendment will govern as to the conflicting terms.




**2.** **Amendment
      of Section 2.** Section
      2
      of the Agreement is hereby deleted and replaced in its entirety by the
      following:




2.  Term .
      This
      Agreement will continue until September 20, 2009 (the “ **Term** ”)
      or
      upon the date of termination of employment pursuant to Section
      8 of this
      Agreement; provided , however ,
      that
      commencing on September 20, 2006 and each anniversary thereafter the Term will
      automatically be extended for one additional year unless, not later than 30
      days
      prior to any such anniversary, either party hereto will have notified the other
      party hereto that such extension will not take effect, in which event the Term
      shall end on the last day of the then current period.




**3.** **Amendment
      of Section 4** .
      Section
      4(a) of the Agreement is hereby deleted and replaced in its entirety by the
      following:





4.
            Compensation.




(a)  Salary .
      Executive’s salary will be at the annual rate of $220,000 (the “ **Annual
      Salary** ”),
      payable in accordance with the Company’s regular payroll practices. All
      applicable withholdings, including taxes, will be deducted from such payments.
      Beginning October 1, 2007 and annually thereafter, the Annual Salary will be
      as
      determined by the Compensation Committee of the Board, but shall in no event
      be
      less than 110% of the previous year’s Annual Salary.




**4.**  **Binding
      Effect** .
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, administrators, executors, successors, and assigns.
      The parties hereby consent to the personal jurisdiction of the courts located
      in
      the State of Arizona.




**5.**  **Execution
      in Counterparts** .
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      considered an original, but all of which together shall be deemed to be one
      and
      the same document.




**6.**  **Severability** .
      If any
      provision of this Amendment is deemed unenforceable by any court, tribunal
      or
      other body with dispute or interpretive jurisdiction over this Amendment or
      the
      parties, then such provisions shall be reformed by such court, tribunal or
      other
      body in such a manner to make the provision enforceable as nearly in accordance
      with the manifest intent of the parties as possible.




**7.**  **Governing
      Law** .
      This
      Amendment was negotiated in and is being contracted for in the State of Arizona,
      and shall be governed by the laws of the State of Arizona, United States of
      America, notwithstanding any conflict-of-law provision to the contrary. The
      parties hereby consent to the personal jurisdiction of the courts located in
      the
      State of Arizona.




**8.**  **Construction** . **** This
      Amendment has been prepared for the benefit of all parties hereto and no
      inference shall be made that any party prepared this Amendment and no inferences
      are to be drawn against any party upon the basis that this Amendment was
      prepared by one party or the other.





IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.








YP
                CORP., a Nevada corporation
            
            EXECUTIVE/s/
                Daniel L. Coury, Sr.
            
            /s/
                John RavenDaniel
                L. Coury, Sr.
            
            John
                RavenChief
                Executive Officer






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