Exhibit 10.1


    
      

    

    
       

      
        	 	
                YPCorp.

              
	 	
                4840
                  East Jasmine 

                Street

                Mesa,
                  AZ 85205

                Phone: 
                  480-654-9646

              


      

      


      
        	   
 
	 
	
                SEPARATION
                  AGREEMENT & GENERAL RELEASE

              
	   
 


      

      


      CONFIDENTIAL

      


      Name  
        Chris Broquist

      10242
        Farralone Ave.

      Chatsworth,
        CA 91311

      


      Re:  Separation
        Agreement and General Release

      


      Dear
        Chris

      


      This
        letter proposes the following Separation Agreement and General Release
        ("Agreement") between Chris Broquist
        ("Broquist") and YP Corp. ("Company") regarding the terms of your separation
        from YP Corp, Inc.

      


      I. Background

      


      A. Broquist
        was employed on August 16, 2004 by the Company as CFO. Broquist and Company
        have
        agreed to terminate the employment relationship on an amicable
        basis.

      


      B. On
        February 28, 2006, Broquist's employment with the Company will be
        terminated.

      


      II. Terms
        of Agreement

      


      In
        order
        to effect the termination of Broquist's employment and for other good and
        valuable consideration the receipt
        and adequacy are hereby acknowledged by the parties, Broquist and Company
        agree
        as follows:

      


      1. This
        Agreement shall not be in any way construed as an admission by Company that
        it
        has acted wrongfully with
        respect to Broquist, or that Broquist has any rights whatsoever against the
        Company.

      


      2. Even
        if
        Broquist does not sign this Agreement, without limiting any of Broquist's
        other
        rights and entitlements,
        Company will pay Broquist the compensation that was earned through the date
        of
        termination, and
        any
        accrued vacation benefits. Similarly, even if Broquist does not sign this
        Agreement, you will be offered benefits
        to which you are entitled under the Consolidated Omnibus Budget Reconciliation
        Act of 1985 ("COBRA").

      


      3. In
        exchange for the mutual promises contained in this Agreement and the mutual
        release of claims as set forth
        below, and provided that Broquist signs this agreement and returns it to
        me by
        January 18, 2006 and does
        not
        revoke this Agreement as set forth in Paragraph 11 (d), the Company
        agrees:

      


      
        	 	
                a.

              	
                The
                  Company will pay Broquist a severance package consistent with Broquist's
                  contract of employment,
                  namely:

              


      

      


      
        	 	
                1)

              	
                Six
                  months compensation on or before March 3, 2006 (this is in addition
                  to
                  compensation through and including February 28,
                  2006)

              


      

      


      
        	 	
                2)

              	
                Six
                  months health benefits starting March 1,
                  2006.

              


      

      


      
        	 	
                3)

              	
                Allow
                  the continued vesting of Broquist's restricted stock subject to
                  Broquist
                  agreeing to a Non-compete/ Non-Solicitation attachment over the
                  next two
                  years.

              


      

      


      
        	 	
                b.

              	
                On
                  behalf of the Company and anyone claiming through the Company,
                  irrevocably
                  and unconditionally to release, acquit and forever discharge Broquist
                  and/or his successors, heirs, assigns, representatives, attorneys
                  and
                  other advisors, past and present, and anyone claiming through them
                  (hereinafter "Company Releasees" collectively), in each's individual
                  and/or corporate capacities,
                  from any and all claims, liabilities, promises, actions, damages
                  and the
                  like, known or unknown,
                  which the Company has or ever had against any of the Company Releasees
                  arising out of
                  or relating to your employment with the Company and/or the termination
                  of
                  your employment with
                  the Company.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        
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        5

       

      
        	 	
                c.

              	
                That
                  the Company shall not bring any legal action against any of the
                  Company
                  Releasees for any claim waived and released under this Agreement
                  and that
                  the Company represents and warrants that no such claim has been
                  filed to
                  date. The Company further agrees that should the Company bring
                  any type of
                  administrative or legal action arising out of claims waived under
                  this
                  Agreement, the
                  Company will bear all legal fees and costs, including those of
                  the Company
                  Releasees.

              


      

      


      
        	 	
                d.

              	
                To
                  defend, indemnify, save and hold harmless Broquist and the other
                  Company
                  Releasees from and against any and all claims, liabilities, actions,
                  damages, loss, costs, expenses (including attorneys'
                  fees, whether in the context of litigation or otherwise) and the
                  like
                  suffered or sustained by Broquist in any way arising out of, by
                  reason of
                  or in connection with Broquist's employment by the
                  Company, including, without limitation, any acts or omissions by
                  Broquist,
                  except for acts or omissions due to fraud, intentional misconduct
                  or gross
                  negligence. Broquist shall have the right to be represented by
                  independent
                  legal counsel in any such matter, the costs and expenses of which
                  shall be
                  covered by and included within the aforesaid indemnification
                  obligation.

              


      

      


      4. In
        consideration of the mutual promises contained in this Agreement and the
        mutual
        release of claims and indemnification
        as set forth below, Broquist agrees:

      


      
        	 	
                a.

              	
                Broquist
                  will assume the lease payments for the BMW leased vehicle currently
                  in
                  your care and undertake
                  to take full responsibility for the lease through completion of
                  same.

              


      

      


      
        	 	
                b.

              	
                Broquist
                  will give notice of 'Move out" to the landlord of the Condo currently
                  leased on his behalf by
                  Company.

              


      

      


      
        	 	
                c.

              	
                Broquist
                  will discharge duties, on a non-exclusive basis, consistent with
                  his role
                  as CFO in the preparation
                  of the Form 10-Q, for the quarterly period ended December 31, 2005,
                  using
                  all reasonable efforts to have the Form 10-Q filed with the SEC
                  in a
                  timely manner.

              


      

      


      
        	 	
                d.

              	
                Provided
                  that the Form 10-Q is prepared consistent with good practice and
                  in
                  compliance with all applicable
                  laws and regulations and is not materially false or misleading
                  in any
                  respect, Broquist will review and subsequently sign the Form 10-Q
                  as
                  CFO.

              


      

      


      
        	 	
                e.

              	
                On
                  behalf of Broquist and anyone claiming through you, irrevocably
                  and
                  unconditionally to release, acquit and forever discharge the Company
                  and/or its parent corporation, subsidiaries, divisions, predecessors,
                  successors and assigns, as well as each's past and present officers,
                  directors, employees, shareholders, trustees, joint venturers,
                  partners,
                  and anyone claiming through them (hereinafter "Broquist Releasees"
                  collectively), in each's individual and/or corporate capacities,
                  from any and all claims, liabilities, promises, actions, damages
                  and the
                  like, known or unknown,
                  which you ever had against any of the Broquist Releasees arising
                  out of or
                  relating to your employment with the Company and/or the termination
                  of
                  your employment with the Company, other than claims arising out
                  of this
                  Agreement (including, without limitation, with respect to Company's
                  obligations set forth in paragraph 3 above) which are not released
                  hereby.
                  The
                  released claims include, but are not limited to: (1) employment
                  discrimination (including claims
                  of sex discrimination and/or sexual harassment) and retaliation
                  under
                  Title VII (42 U.S.C.A. 2000e
                  etc.) and under 42 U.S.C.A. section 1981 and section 1983, age
                  discrimination under the Age Discrimination in Employment Act (29
                  U.S.C.A.
                  sections 621-634) as amended, under any relevant state statutes
                  or
                  municipal ordinances; (2) disputed wages; (3) wrongful discharge
                  and/or
                  breach
                  of any alleged employment contract; and (4) claims based on any
                  tort, such
                  as invasion of privacy,
                  defamation, fraud and infliction of emotional
                  distress.

              


      

      


      
        	 	
                f.

              	
                That
                  Broquist shall not bring any legal action against any of the Broquist
                  Releasees for any claim waived
                  and released under this Agreement and that you represent and warrant
                  that
                  no such claim has
                  been filed to date. You further agree that should you bring any
                  type of
                  administrative or legal action arising out of claims waived under
                  this
                  Agreement, you will bear all legal fees and costs, including
                  those of the Broquist
                  Releasees.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Page
          3 of
          5

      

       

      5. Broquist
        agrees to refer any and all reference checks to the Company Human Resources
        Department and you
        know
        that any such references will be limited to confirmation of your dates of
        employment and last position held.
        The
        obligation under this Paragraph is separable and any failure by the Company
        to
        perform the obligation in this Paragraph will only give rise to an action
        to
        enforce this Paragraph.

      


      6. This
        agreement shall be binding on the parties and upon their heirs, administrators,
        representatives, executors,
        successors and assigns and shall inure to their benefit and to that of their
        heirs, administrators, representatives,
        executors, successors and assigns.

      


      7. On
        or
        before February, 28 2006, Broquist will return to an officer of the Company,
        all
        of the Company's property
        in your possession including, but not limited to its proprietary, non-public
        financial records, work- papers, customer lists, mailing lists, account
        information, samples, prototypes, price lists and pricing information, any
        phone
        cards, cellular phone, and all of the tangible and intangible property belonging
        to the Company
        and relating to his employment with Company. Broquist further represents
        and
        warrants that he has not
        retained any copies, electronic or otherwise, of such property.

      


      8. Each
        of
        the Company and Broquist will cooperate fully with the other in its defense
        of
        or other participation in
        any
        administrative, judicial or other proceeding arising from any charge, complaint
        or other action which has been
        or
        may be filed.

      


      9. Public
        or
        Private Statements. Broquist and Company will each refrain from making any
        public or private statements
        or comments, disparaging or otherwise, whether orally, in writing, or
        transmitted electronically (including
        e-mail or postings on Internet chat boards), concerning or in any way related
        to
        the other, its business,
        its prospects, its services, its current or former officers, directors or
        consultants, or the Internet or online
        Yellow Pages industry that may, directly or indirectly, have a material adverse
        effect upon the other's business,
        prospects or goodwill or its reputation or that of its employees, officers,
        or
        directors.

      


      10. Broquist
        also acknowledges that he has been informed pursuant to the federal Older
        Workers Benefit Protection
        Act of 1990 that:

      


      
        	 	
                a.

              	
                he
                  has the right to consult with an attorney before signing this
                  Agreement;

              


      

      


      
        	 	
                b.

              	
                He
                  does not waive rights or claims under the federal Age Discrimination
                  in
                  Employment Act that may
                  arise after the date this waiver is
                  executed.

              


      

      


      
        	 	
                c.

              	
                He
                  has twenty-one (21) days from the date of this letter to consider
                  this
                  Agreement;

              


      

      


      
        	 	
                d.

              	
                He
                  has seven (7) days after signing this Agreement to revoke the Agreement,
                  and the Agreement will
                  not be effective until that revocation period has
                  expired.

              


      

      


      11. The
        provisions of this Agreement are severable. If any provision is held to be
        invalid or unenforceable, it shall not affect the validity or enforceability
        of
        any other provision.

      


      12. This
        Agreement sets forth the entire agreement between Broquist and Company and
        supersedes any and all prior oral or written agreements or understandings
        between Broquist and Company concerning the subject matter
        of
        this Agreement. This Agreement may not be altered, amended or modified, except
        by a further written document signed by Broquist and Company.

      


      13. Broquist
        represents that he fully understands his right to review all aspects of this
        Agreement with an attorney of his choice, that he has had the opportunity
        to
        consult with an attorney of his choice, that he has carefully read and fully
        understood all the provisions of this Agreement and that he is freely, knowingly
        and voluntarily entering into this Separation Agreement and General
        Release.

       

      If
        Broquist is willing to enter into this Agreement, please signify his acceptance
        in the space indicated below, and return to me by January 18 2006 As I noted
        earlier, this Agreement will not become effective, and none of
        the
        severance benefits in Paragraph 3 will be applicable, until seven (7) days
        after
        the date you sign this Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        
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        5

       

      PLEASE
        READ CAREFULLY. YOU ARE GIVING UP ANY LEGAL CLAIMS THAT YOU HAVE AGAINST
        THE
COMPANY
        BY SIGNING THIS AGREEMENT.

       

      YP
        Corp.,

      


      /s/
        Daniel L Coury

      Daniel
        L
        Coury

      Chairman
        of the Board

      


      Accepted
        and agreed to on this 19th
        day of
January,
        2006.


      /s/
        L.
        Chris Broquist

      Name

      


      Witness:  /s/
        Catherine M. Lurk

      Date:  1-19-06


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        
Page 5 of
        5

       

      NON-COMPETE,
        NON-SOLICITATION ATTACHMENT

      


      n  Non-Competition.
        Broquist
        will not, either individually or in connection with another entity
        or
        any third-party, compete with the Company or participate in the development
        of a
        product or the provision
        of services that reasonably could be deemed to be competitive with any of
        the
        Company's products, services
        or lines of business in existence on the date of execution hereof, for a
        period
        of 18 months from the February
        28, 2006 (the "Effective Date"). The Company's business, products, services
        or
        lines of business are specifically
        defined as the creation and production of an online business directory similar
        to the printed Yellow Pages. This provision will only apply to entities that
        derive more than 10% of their revenues from competitive business
        activities. The foregoing shall not preclude Broquist from acquiring not
        more
        than 10% of the equity of
        any
        entity that engages in competitive business practices.

      


      n  Non-Solicitation

      


      n  Non-Solicitation
        of Customers.
        Broquist, whether personally or as an agent, employee,
        consultant, or in any other capacity on behalf of any person or entity, will
        not, for a period of 18 months
        from the Effective Date, directly or indirectly solicit, do business with,
        call
        upon, handle, deliver products
        or render services to any active or prospective Customer (as defined below)
        of
        the Company, for the purpose
        of soliciting or selling such Customer products or services that are the
        same as
        or similar to, the products
        or services that the Company provides on the date of execution hereof, as
        defined above. For purposes
        of this paragraph, "Customer" shall mean the corporate customer itself, the
        representatives of the corporate
        customer, and any affiliated entity of the corporate customer.

      


      NON-SOLICITATION
        OF EMPLOYEES AND INDEPENDENT CONTRACTORS.
        FOR A
        PERIOD OF 18 MONTHS FROM THE EFFECTIVE DATE, BROQUIST WILL, NOT, EITHER ALONE
        OR
        AS AN AGENT,
        EMPLOYEE, PARTNER, REPRESENTATIVE, AFFILIATE, OR IN ANY OTHER CAPACITY
        ON BEHALF OF ANY PERSON OR ENTITY, DIRECTLY OR INDIRECTLY, SOLICIT, INDUCE,
        OR
        RECRUIT ANY COMPANY EMPLOYEE OR INDEPENDENT CONTRACTOR THAT PROVIDED SERVICES
        TO
        THE COMPANY ON THE DATE OF EXECUTION HEREOF TO END ITS
        RELATIONSHIP WITH COMPANY FOR THE PURPOSE OF HAVING SUCH COMPANY EMPLOYEE
        OR
        INDEPENDENT CONTRACTOR ENGAGE IN SERVICES THAT ARE THE SAME AS, SIMILAR TO
        OR
        RELATED TO THE SERVICES THAT SUCH COMPANY EMPLOYEE OR INDEPENDENT CONTRACTOR
        PROVIDED FOR COMPANY.

      


      Accepted
        and agreed to on this 19th
        day of
January,
        2006.


      /s/
        L.
        Chris Broquist

      Name

      


      Witness:  /s/
        Catherine M. Lurk

      Date:  1-19-06