Exhibit 10.1


    
      

    


    Employment
      Agreement

     

    


    March
      31,2006

     

    YP
      Corp.

    Mesa,
      Arizona 85205

    


     

    Dear
      Mr.
      Daniel L. Coury, Sr:

     

    This
      letter will serve as the entire agreement between YP Corp (the "Company") and
      Gary L. Perschbacher
      (the "Employee"), with respect to your employment with the Company.

    


    
      	
              1.

            	
              Term

            


    

    


    The
      Employee will work full-time, beginning on April 1, 2006 (the "Beginning Date").
      As an employee of
      the
      Company you will serve as its Chief Financial Officer and perform such services
      as are customary for an individual having such title and holding such
      position.

    


    
      	
              2.

            	
              Salary

            


    

    


    Initially,
      the Employee will be paid an annual salary (the "Salary") of $160,000. Salary
      for any portion of a
      month
      will be prorated based upon the number of normal workdays remaining in the
      month. The salary will
      be
      subject to increase by the Company from time to time. The salary will be
      processed through payroll
      and paid at the same time as other employees.

    


    
      	
              3.

            	
              Incentive
                Bonus and Equity Participation

            


    

    


    The
      Employee will be entitled to receive incentive cash bonuses and/or warrants
      or
      options for the purchase
      of the Company's stock as may be approved by the Board of Directors. As long
      as
      the employee remains
      a
      partner of Tatum, Employee will share with Tatum a portion of his or her
      economic interest in any
      stock
      options or equity bonus that the Company may grant the Employee and may also
      share with Tatum
      (to
      the extent specified in the Resources Agreement referenced below) a portion
      of
      any cash bonus and severance paid to the Employee by the Company. The Company
      acknowledges and consents to such arrangement.

    


    
      	
              4.

            	
              Tatum
                Resources

            


    

    


    The
      Company acknowledges and agrees that the Employee is and will remain a partner
      of, and has and will
      retain an interest in, Tatum, which will benefit the Company in that the
      Employee will have access to certain
      Tatum resources pursuant to a certain Full-Time Engagement Resources Agreement
      between the Company
      and Tatum (the "Resources Agreement").

    


    
      	
              5.

            	
              Employee
                Benefits

            


    

    


    The
      Employee will be eligible for vacation and holidays consistent with the
      Company's policy as it applies
      to senior management.


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    


    The
      Company will reimburse the Employee for all out-of-pocket business expenses
      promptly after they are
      incurred.

    


    The
      Employee may elect to participate in the Company's employee retirement plan
      and/or 401(k) plan, and
      the
      Employee will be exempt from any delay periods required for
      eligibility.

    


    In
      lieu
      of the Employee participating in the Company-sponsored employee medical
      insurance benefit, the Employee
      will remain on his or her current Tatum medical plan. The Company will reimburse
      the Employee for amounts paid by the Employee for such medical insurance for
      him/herself and (where applicable) his/her family of up to $500 per month upon
      presentation of reasonable documentation of premiums
      paid by the Employee to Tatum. In accordance with the U.S. federal tax law,
      such
      amount will not
      be
      considered reportable W-2 income, but instead non-taxable benefits
      expense.

    


    The
      Employee must receive written evidence that the Company maintains adequate
      directors' and officers' insurance
      to cover the Employee in an amount reasonably acceptable to the Employee at
      no
      additional cost
      to
      the Employee, and the Company will maintain such insurance at all times while
      this agreement remains
      in effect.

    


    Furthermore,
      the Company will maintain such insurance coverage with respect to occurrences
      arising during
      the term of this agreement for at least three years following the termination
      or
      expiration of this agreement
      or will purchase a directors' and officers' extended reporting period, or
      "tail," policy to cover the
      Tatum
      Partner.

    


    The
      Company agrees to indemnify the Employee to the full extent permitted by law
      for
      any losses, costs, damages, and expenses, including reasonable attorneys' fees,
      as they are incurred, in connection with any cause
      of
      action, suit, or other proceeding arising in connection with Employee's
      employment with the Co

    


    
      	
              6.

            	
              Termination;
                Severance Payment

            


    

    


    The
      Company may terminate this Agreement at any time. In the event this Agreement
      is
      terminated other than
      by
      Employee voluntarily or by the Company for Cause (as defined below), or by
      reason of Employee's
      death or permanent disability, Employee shall be entitled to the
      following:

    


    If
      the
      termination of this agreement is within 9 months of the Beginning Date, the
      Employee will be entitled
      to receive a severance payment ("Severance Payment") equal to three month's
      salary. After that employee shall receive the remainder of this one year
      contract.

    


    The
      Company will pay directly to Tatum a portion of any Severance Payments that
      the
      Company may make to Employee equal to the same percentage that applies above
      with respect to Salary. For purposes hereof,
      "Severance Payment" means any payments to Employee by Company in connection
      with
      the termination
      of Employee's employment.

    


    This
      agreement will terminate immediately upon the death or disability of the
      Employee. For purposes of this
      agreement, disability will be as defined by the applicable policy of disability
      insurance or, in the absence
      of such insurance, by the Company's Board of Directors acting in good
      faith.

    


    The
      Salary will be prorated for the final pay period based on the number of days
      in
      the final pay period up to
      the
      effective date of termination or expiration.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    
      	
              7.

            	
              Miscellaneous

            


    

    


    This
      agreement contains the entire agreement between the parties, superseding any
      prior oral or written statements
      or agreements.

    


    Neither
      the Employee nor the Company will be deemed to have waived any rights or
      remedies accruing under
      this agreement unless such waiver is in writing and signed by the party electing
      to waive the right or
      remedy. This agreement binds and benefits the successors of the
      parties.

    


    The
      provisions of this agreement concerning the payment of salary and bonuses,
      directors' and officers' insurance and confidentiality will survive any
      termination or expiration of this agreement.

    


    The
      terms
      of this agreement are severable and may not be amended except in a writing
      signed by the parties.
      If any portion of this agreement is found to be unenforceable, the rest of
      this
      agreement will be enforceable except to the extent that the severed provision
      deprives either party of a substantial portion of its
      bargain.

    


    This
      agreement will be governed by and construed in all respects in accordance with
      the laws of the State of Arizona, without giving effect to conflicts-of-laws
      principles.

    


    Each
      person signing below is authorized to sign on behalf of the party indicated,
      and
      in each case such signature is the only one necessary.

    


    


    Please
      sign below and return a signed copy of this letter to indicate your agreement
      with its terms and conditions.

    


    


    
      	
              Sincerely
                yours, 

            	 
	 	 
	
              YP
                Corp.

            	 	 
	 	 	 
	
              By:

            	/s/
              Daniel L. Coury, Sr.	 
	
              Signature 

            	 	 
	 	 	 
	
              Name:
                Daniel L. Coury, Sr. 

            	 
	
              Title:
                Chairman and acting CEO 

            	 


    

     

    


    
      	
              Acknowledged
                and agreed by:  

            	 	 	 
	 	 	 	 
	 	
              EMPLOYEE
                

            	 
	 	 	 
	 	
              /s/
                Gary Perschbacher

            	 
	 	
              (Signature)

            	 
	 	 	 
	 	
              Gary
                Perschbacher

            	 
	 	
              (Print
                name) 

            	 
	 	 	 
	 	
              Date:

            	
               3/31/06 

            	 


    

     

     

    -3-