Unassociated Document


    
      

    

    Exhibit
      10.9


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”)
      is
      made and entered into on September 19, 2006 (“Effective
      Date”)
      by and
      between YP Corp., a Nevada corporation (the “Company”)
      and
      Daniel L. Coury, Sr. (“Executive”).

    


    Background

    


    The
      Company has engaged Executive, since January 2006, in the dual capacity of
      Interim Chairman of the Board, Chief Executive Officer and
      President.

    


    The
      Company and Executive now desire to extinguish their dual capacity interim
      arrangement, naming an independent director as Chairman of the board and making
      Executive official Chief Executive Officer and President.

    


    In
      consideration of the mutual promises, covenants and agreements herein contained,
      intending to be legally bound, the parties agree as follows:

    


    1.      Employment.
      The
      Company hereby agrees to employ Executive, and Executive hereby agrees to serve,
      subject to the provisions of the Agreement, as an employee of the Company in
      the
      position of Chief Executive Officer and President. Executive will perform all
      services and acts reasonably necessary to fulfill the duties and
      responsibilities of his position and will render such services on the terms
      set
      forth herein and will report to the Company’s Board of Directors (the
“Board”).
      In
      addition, Executive will have such other executive and managerial powers and
      duties with respect to the Company as may reasonably be assigned to him by
      the
      Board, to the extent consistent with his position and status as set forth above.
      Executive agrees to devote his full business time, attention and energies to
      the
      extent reasonably necessary to perform the duties assigned hereunder, and to
      perform such duties diligently, faithfully and to the best of his abilities.
      Notwithstanding the foregoing, Company acknowledges and agrees that during
      the
      Term, Executive shall have the right to have a “financial interest” in or serve
      as a consultant, officer or director of any non-competing business; provided
      that Executive agrees that engaging in such outside activities shall not
      interfere with the performance of Executive’s duties hereunder. Executive
      acknowledges that any such outside activities that involve an entity other
      than
      the Company or its subsidiaries will involve an entity independent of the
      Company and any actions or decisions Executive takes or makes on behalf of
      such
      entity will not be imputed to the Company or its subsidiaries.

    


    2.      Term.
      This
      Agreement is for the three-year period (the “Term”)
      commencing on the Effective Date hereof and terminating on the third anniversary
      thereof, or upon the date of termination of employment pursuant to Section
      8
      of this
      Agreement; provided, however, that commencing on the third anniversary of the
      Effective Date and each anniversary thereafter the Term will automatically
      be
      extended for additional one year periods, unless either party hereto will have
      notified the other party hereto in writing within 90 days of such applicable
      anniversary that such extension will not take effect, in which event the Term
      shall end on the last day of the then current period.

    


    3.      Place
      of Performance.
      Executive may perform his duties and conduct his business on behalf of the
      Company at either the Company’s offices in Mesa, Arizona or Las Vegas, Nevada or
      at remote locations of his choosing by telecommuting; provided that such
      practice shall not substantially interfere with the performance of Executive’s
      duties hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    4.      Compensation.

    


    (a)   Salary.
      Executive’s salary during the first year of this Agreement will remain at the
      annual rate of $420,000 (the “Annual
      Salary”),
      payable in accordance with the Company’s regular payroll practices. For the
      Company’s fiscal year ending September 30, 2008 and fiscal year ending September
      30, 2009, Executive’s Annual Salary shall be increased by 10% of the preceding
      year’s Annual Salary. 

    


    (b)    Performance
      Bonuses.
      Executive will receive an annual bonus of $150,000 in the event the Company
      reaches annual performance measures established by the Compensation Committee
      of
      the Company’s Board of Directors. To the extent such test is met, the bonus will
      be paid to Executive no later than 10 days after the filing of the Company’s
      annual Report on Form 10-K with the Securities and Exchange Commission. All
      bonuses payable under this Section
      4(b)
      will be
      subject to all applicable withholdings, including taxes. In the event
      Executive’s employment ends for any reason other than for Cause or a voluntary
      termination without Good Reason, Executive shall be eligible to receive the
      bonus described hereunder for the year in which his employment ends, payable
      at
      such time as the bonus would otherwise be payable.

    


    (c)   Exchange
      Bonus.
      Upon
      the Company’s common stock becoming listed on a national exchange, Executive
      will receive a one-time bonus of $150,000 within 30 days after the listing
      takes
      effect. In the event Executive’s employment ends for any reason other than for
      Cause or a voluntary termination without Good Reason, Executive shall be
      eligible to receive the bonus described hereunder if the listing occurs during
      the six-month period after his employment ends, payable at such time as the
      bonus would otherwise be payable.  

    


    (d)    Discretionary
      Bonus.
      During
      each year of the Term, the Compensation Committee of the Board will review
      Executive’s performance and may, in its sole discretion, cause to be paid to
      Executive a discretionary bonus in addition to the Annual Salary and other
      bonuses, subject to all applicable withholdings, including taxes.

    


    (e)    Restricted
      Stock.
      The
      Company will grant to Executive upon execution of this Agreement 1,000,000
      shares of restricted common stock of the Company (“Restricted
      Stock”)
      pursuant to the Company’s 2003 Stock Plan and the Company’s standard form of
      Restricted Stock Agreement (“Restricted
      Stock Agreement”).
      All
      shares of the Restricted Stock will immediately vest and no longer be subject
      to
      forfeiture upon the earlier to occur of (i) three years from the date of the
      Restricted Stock Agreement and (ii) a “Change of Control,” as defined in the
      Company’s 2003 Stock Plan. Additionally, upon termination of this Agreement and
      Executive’s employment pursuant to Sections
      8(a)(v) or (vi)
      below,
      any and all shares of restricted stock granted to Executive prior to the date
      of
      this Agreement and any shares of Restricted Stock granted pursuant to the
      Restricted Stock Agreement, in each case that are unvested at the time and
      for
      which the risk of forfeiture has lapsed pursuant to either of clauses 4(f)(i)
      through (iii) as a result of the Company achieving annual net income levels
      established by the Compensation Committee of the Company’s Board of Directors,
      will immediately vest and no longer be subject to forfeiture under the 2003
      Stock Plan, the Restricted Stock Agreement or any agreement pursuant to which
      such shares are granted. Notwithstanding the foregoing, any shares of the
      Restricted Stock owned by Executive, which remain unvested under the terms
      of
      the Company’s 2003 Stock Plan, will be subject to forfeiture back to the Company
      in accordance with the following:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    (i)  
       333,334
      shares of the Restricted Stock shall be immediately returned to the Company
      and
      will no longer be eligible for vesting in the event the Company fails to achieve
      the annual net income measures for the Company’s fiscal year ended September 30,
      2006 established by the Compensation Committee of the Company’s Board of
      Directors. 

    


    (ii)  
       333,333
      shares of the Restricted Stock shall be immediately returned to the Company
      and
      will no longer be eligible for vesting in the event the Company fails to achieve
      the annual net income measures for the Company’s fiscal year ended September 30,
      2007 established by the Compensation Committee of the Company’s Board of
      Directors. 

    


    (iii)  
       333,333 shares of the Restricted Stock shall be immediately returned to
      the Company and will no longer be eligible for vesting in the event the Company
      fails to achieve the annual net income measures for the Company’s fiscal year
      ended September 30, 2008 established by the Compensation Committee of the
      Company’s Board of Directors. 

    


    By
      way of
      example, in the event that the Company achieves the requisite annual net income
      measure for the fiscal year ended September 30, 2006 and also achieves the
      requisite annual net income measure for the fiscal year ended September 30,
      2007
      but fails to achieve the requisite annual net income measure for the fiscal
      year
      ended September 30, 2008, Executive would only be required to forfeit and return
      to the Company 333,333 shares of the Restricted Stock in accordance with
      subsection 4(f)(iii) above. If the Company achieved the annual net income
      measure set forth in subsection 4(f)(i) above, but fails to achieve the annual
      net income measure set forth in subsection 4(f)(ii) above, Executive would
      have
      been required to return 333,333 shares of the Restricted Stock to the Company
      pursuant to subsection 4(f)(ii) but would be permitted to retain the shares
      identified in subsection 4(f)(i). Any such retained shares would continue to
      be
      subject to risk of forfeiture pursuant to the applicable vesting
      schedule.

    


    (f)     Automobile.
      Executive will be provided with an automobile for Executive’s use and Company
      shall pay all reasonable related costs and expenses, including, but not limited
      to, fuel, oil, maintenance, repairs, garage and insurance.

    


    5.      Business
      Expenses.
      During
      the Term, the Company will reimburse Executive for all reasonable business
      expenses incurred by him in connection with his employment and the performance
      of his duties, upon submission by the Executive of receipts and other
      documentation in conformance with the Company’s normal procedures for executives
      of Executive’s position and status. If Executive decides to travel on Company
      business using Executive’s plane or by chartering a plane, he shall be
      reimbursed at reasonable commercial rates customary for an executive of his
      position.

    


    6.      Vacation,
      Holidays and Sick Leave.
      During
      the Term, Executive will be entitled to paid vacation paid holidays and paid
      sick leave in accordance with the Company’s standard policies for its officers,
      as may be amended from time to time.

    


    7.      Benefits.
      During
      the Term, Executive will be eligible to participate fully in all health,
      disability and dental benefits, insurance programs, pension and retirement
      plans
      and other employee benefit and compensation arrangements (collectively, the
      “Employee
      Benefits”)
      available to senior officers of the Company generally, as the same may be
      amended from time to time by the Board. Company shall reimburse Executive for
      any reasonable and medically necessary medical and dental costs and expenses
      incurred by Executive and/or his family to the extent that such costs and
      expenses are not covered by Company's insurance policies and in an amount not
      in
      excess of $10,000 per benefit year.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    
      	 	
              8.

            	
              Termination
                of Employment.

            


    

    


    (a)    Notwithstanding
      any provision of this Agreement to the contrary, the employment of Executive
      hereunder will terminate on the first to occur of the following
      dates:

    


    (i)     the
      date
      of Executive’s death;

    


    (ii)    the
      date
      on which Executive has experienced a Disability (as defined below), and the
      Company gives Executive notice of termination on account of Disability;


    


    (iii)   the
      date
      on which Executive has engaged in conduct that constitutes Cause (as defined
      below), and the Company gives notice of termination for Cause;

    


    (iv)   expiration
      of the Term upon delivery of proper and timely notice;

    


    (v)    the
      date
      on which the Company gives Executive notice of termination for any reason other
      than the reasons set forth in (i) through (iv) above; or

    


    (vi)   the
      date
      on which Executive gives the Company notice of termination for Good Reason
      (as
      defined below).

    


    (b)    For
      purposes of this Agreement, “Disability”
will
      mean an illness, injury or other incapacitating condition as a result of which
      Executive is unable to perform, with reasonable accommodation, the services
      required to be performed under this Agreement for 180 consecutive days during
      the Term. Executive agrees to submit to such medical examinations as may be
      necessary to determine whether a Disability exists, pursuant to such reasonable
      requests made by the Company from time to time. Any determination as to the
      existence of a Disability will be made by a physician mutually selected by
      the
      Company and Executive. 

    


    (c)    For
      purposes of this Agreement, “Cause”
will
      mean the occurrence of any of the following events, as reasonably determined
      by
      the Board:

    


    (i)     Executive’s
      willful and continued refusal to substantially perform his duties
      hereunder;

    


    (ii)    Executive’s
      conviction of a felony, or his guilty plea to or entry of a nolo contendere
      plea
      to a felony charge; or

    


    (iii)          
      Executive’s
      breach of any material term of this Agreement or the Company’s written policies
      and procedures, as in effect from time to time; provided, however, that with
      respect to (i) or (iii) above, such termination for Cause will only be effective
      if the conduct constituting Cause is not cured by Executive within 30 days
      of
      receipt by Executive of written notice specifying in reasonable detail the
      nature of the alleged breach. For purposes of this subparagraph (c), no act
      or
      omission by Executive shall be considered “willful” unless done, or not done, by
      Executive in bad faith or without reasonable belief that such act or omission
      was in the best interests of Company, and any act or omission by Executive
      based
      upon or consistent with authority given to Executive under this Agreement or
      by
      the Board or upon advice of the Company’s counsel, shall be conclusively
      presumed to be done in good faith and in the best interests of Company. There
      shall be a presumption that Executive has not violated Sections
      8(c)(i) or (iii)
      above
      until there is a finding by the fact finder (i.e., judge, jury, or arbitrator)
      of wrongdoing sufficient to justify termination for Cause under these sections.
      Until such a finding is made, Executive shall receive all the payments and
      benefits that he would otherwise receive if his employment was terminated
      pursuant to Sections
      8(a)(v) or (vi)
      above.


     

    (d)    
        For
      purposes of this Agreement, “Good
      Reason”
will
      mean the occurrence of any of the following events, as reasonably determined
      by
      Executive:

    


    (i)           
       a
      substantial reduction in Executive’s responsibilities and duties by the Board or
      change in job title, but excluding for reasons of Cause;

    


    (ii)           
      the
      removal of Executive from the Board of Directors, but excluding reasons for
      Cause;

    


    (iii)         
       the
      failure of the Company to pay Executive on a timely basis his total Annual
      Salary and/or bonuses, fees or payments earned; 

    


    (iv)         
      the
      Company’s breach of any material term of this Agreement; provided that in all
      cases Executive will have provided the Company with notice and not less than
      a
      15 calendar day opportunity to cure the conduct that Executive claims
      constitutes Good Reason; and/or

    


    (v)         
       a
      Change
      of Control shall have occurred. For purposes of this Agreement, “Change of
      Control” shall have the meaning ascribed to it in the Company’s 2003 Stock
      Plan.

    


    9.           
       Compensation
      in Event of Termination.
      Upon
      termination of this Agreement and Executive’s employment, the Company will have
      no further obligation to Executive except to pay the amounts set forth in this
      Section
      9.

    


    (a)    In
      the
      event Executive’s employment is terminated pursuant to Sections 8(a)(ii), (iii)
      or (iv) on or before the expiration of the Term, Executive will be entitled
      to
      payment of any earned but unpaid Annual Salary for the year in which the
      Executive’s employment is terminated through the date of termination, as well as
      any accrued but unused vacation, reimbursement of expenses and vested benefits
      to which Executive is entitled in accordance with the terms of each applicable
      Employee Benefits plan. Any bonuses, fees or payments due to Executive under
      Sections
      4(b)-(e)
      above
      shall be paid to Executive as set forth therein.

    


    (b)    In
      the
      event Executive’s employment is terminated pursuant to Section 8(a)(i),
      Executive’s estate, conservator or designated beneficiary, as the case may be,
      will be entitled to receive, in addition to Executive’s accrued salary and
      benefits through the date of death, a lump sum payment equivalent to six months’
of Executive’s Annual Salary in effect at the time of death;

    


    (c)    In
      the
      event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi)
      on or before the expiration of the Term, and provided that Executive executes
      a
      valid release of any and all claims that Executive may have relating to his
      employment against the Company and its agents, including but not limited to
      its
      officers, directors and employees, in a form provided by the Company, Executive
      will be entitled to receive, as his sole and exclusive remedy, on the date
      of
      termination, in addition to his accrued salary and benefits through the date
      of
      termination, a lump sum amount equal to 12 months of payments that Executive
      would receive under the Agreement if his employment with the Company had not
      been terminated, including, but not limited to, the Annual Salary in effect
      at
      the time of termination, vacation, benefits and reimbursement of expenses.
      Any
      bonuses, fees or payments due to Executive under Sections
      4(b)-(e)
      above
      shall be paid to Executive as set forth therein. Executive shall have no duty
      to
      mitigate in order to receive the benefits set forth herein and the benefits
      shall not be reduced or offset by other income, payments or profits received
      by
      Executive from any source. Notwithstanding
      the foregoing, if (i) Executive is a “specified employee” (as defined in Section
      409A of the Internal Revenue Code of 1986, as amended), and (ii) the definition
      of Good Reason above does not qualify as an “involuntary” separation from
      service pursuant to guidance issued under Section 409A, the above payment will
      be paid to Executive in one lump sum on the first day of the seventh month
      following his separation from service. If Executive dies before he receives
      the
      above payment, the Company will distribute the benefits to Executive’s
      beneficiary as soon as administratively feasible following the date of
      Executive’s death.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    (d)    In
      the
      event that it shall be determined by the Company’s public accounting firm that
      any payment or distribution by the Company or its affiliated companies to or
      for
      the benefit of Executive (whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or otherwise, but
      determined without regard to any adjustment required under this Section 9(c)
      (a
“Payment”)),
      would be subject to the excise tax imposed by Section 4999 of the Internal
      Revenue Code of 1986, as amended or any amendment, replacement or similar
      provision thereto, or any interest or penalties are incurred by Executive (other
      than interest or penalties incurred as a result of Executive’s failure promptly
      to file appropriate tax returns or amended tax returns after notification of
      such determination by the Company’s public accounting firm) with respect to such
      excise tax (such excise tax, together with any such interest and penalties,
      are
      hereinafter collectively referred to as the “Excise
      Tax”),
      then
      Executive shall be entitled to receive within 30 days following such
      determination or such occurrence, as the case may be, an additional payment
      (a
“Gross
      Up Payment”)
      in an
      amount such that after payment by Executive of the Excise Tax imposed upon
      the
      Gross-Up Payment, Executive will retain an amount equal to the amount he would
      have retained had no Excise Tax been imposed.

    


    10.   Confidentiality.
      Executive covenants and agrees that he will not at any time during or after
      the
      end of the Term, without written consent of the Company or as may be required
      by
      law or valid legal process, directly or indirectly, use for his own account,
      or
      disclose to any person, firm or corporation, other than authorized officers,
      directors, attorneys, accountants and employees of the Company or its
      subsidiaries, Confidential Information (as hereinafter defined) of the Company.
      As used herein, “Confidential
      Information”
of
the
      Company means information about the Company of any kind, nature or description,
      including but not limited to, any proprietary information, trade secrets, data,
      formulae, supplier, client and customer lists or requirements, price lists
      or
      pricing structures, marketing and sales information, business plans or dealings
      and financial information and plans as well as papers, resumes and records
      (including computer records) that are disclosed to or otherwise known to
      Executive as a direct or indirect consequence of Executive’s employment with the
      Company, which information is not generally known to the public or in the
      businesses in which the Company is engaged. Confidential Information also
      includes any information furnished to the Company by a third party with
      restrictions on its use or further disclosure.

    


    
      	 	
              11.

            	
              Nonsolicitation
                and Noninterference.

            


    

    


    (a)    Customers
      and Suppliers.
      While
      employed by the Company and for a one-year period thereafter, Executive will
      not, directly or indirectly, solicit or influence or attempt to solicit or
      influence any current or prospective customer, client, vendor or supplier of
      the
      Company or any of its affiliates or subsidiaries to divert their business to
      any
      Competitor (as defined below) of the Company (whether or not exclusive) or
      otherwise terminate his or its relationship with the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    
      	 	
              (b)

            	
              Employees.

            


    

    


    (i)     Executive
      recognizes that, as a result of Executive’s association with the Company, he
      will possess confidential information about other employees or consultants
      of
      the Company and its subsidiaries and affiliates relating to their education,
      experience, skills, abilities, compensation and benefits, and their
      interpersonal relationships with customers. Executive acknowledges and agrees
      that the information he possesses or will possess about these other employees
      or
      consultants is not generally known, is of substantial value to the Company
      and
      its affiliates and subsidiaries in developing its business and in securing
      and
      retaining customers, and is, will be or may be known to Executive because of
      his
      employment with the Company.

    


    (ii)     Accordingly,
      Executive agrees that, while employed by the Company and for a one-year period
      thereafter, Executive will not, directly or indirectly, induce, solicit or
      recruit any employee or consultant of the Company or its subsidiaries or
      affiliates or any individual that served as an employee or a consultant of
      the
      Company or its subsidiaries or affiliates in the past 12 months for the purpose
      of (A) being employed by or providing services to Executive or by any Competitor
      of the Company or (B) causing such individual to terminate his or her employment
      relationship with the Company for any purpose or no purpose.

    


    (iii)   For
      purposes of this Agreement, a “Competitor”
will
      mean any other entity or person that provides or proposes to provide yellow
      pages listing services on the Internet. 

    


    (iv)   the
      provisions of Sections 11(a) and (b) above shall not apply in the event that
      this Agreement is terminated pursuant to Sections
      8(a)(v) or (vi)
      above.

    


    12.    Rights
      and Remedies upon Breach.
      In the
      event that Executive breaches, or threatens to breach, any of the material
      agreements or material covenants set forth herein, the Company will have the
      right and remedy to seek to obtain injunctive relief, it being agreed that
      any
      breach or threatened breach of any of the confidentiality, nonsolicitation
      or
      other restrictive covenants and agreements contained herein would cause
      irreparable injury to the Company and that money damages would not provide
      an
      adequate remedy at law to the Company.

    


    13.    Dispute
      Resolution.
      Except
      for an action exclusively seeking injunctive relief, any disagreement, claim
      or
      controversy arising under or in connection with this Agreement, including
      Executive’s employment or termination of employment with the Company will be
      resolved exclusively by arbitration before a single arbitrator in accordance
      with the National Rules for the Resolution of Employment Disputes of the
      American Arbitration Association (the “Rules”),
      provided that, the arbitrator will allow for discovery sufficient to adequately
      arbitrate any claims, including access to essential documents and witnesses;
      provided further, that the Rules will be modified by the arbitrator to the
      extent necessary to be consistent with applicable law. The arbitration will
      take
      place in Phoenix, Arizona. The award of the arbitrator with respect to such
      disagreement, claim or controversy will be in writing with sufficient
      explanation to allow for such meaningful judicial review as permitted by law,
      and that such decision will be enforceable in any court of competent
      jurisdiction and will be binding on the parties hereto. The remedies available
      in arbitration will be identical to those allowed at law. The arbitrator will
      be
      entitled to award reasonable attorneys’ fees to the prevailing party in any
      arbitration or judicial action under this Agreement, consistent with applicable
      law. The Company and Executive each will pay its or his own attorneys’ fees and
      costs in any such arbitration, provided that, the Company will pay for any
      costs, including the arbitrator’s fee, that Executive would not have otherwise
      incurred if the dispute were adjudicated in a court of law, rather than through
      arbitration.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    
      	 	
              14.

            	
              Binding
                Agreement.
                

            


    

    


    (a)    This
      Agreement is a personal contract and the rights and interests of Executive
      hereunder may not be sold, transferred, assigned, pledged, encumbered or
      hypothecated by him, provided that all rights of the Executive hereunder shall
      inure to the benefit of, and be enforceable by Executive’s personal or legal
      representatives, executors, heirs, administrators, successors, distributors,
      devisees and legatees.

    


    (b)    In
      addition to any obligations imposed by law, any successor to Company (whether
      direct or indirect, by purchase, merger, consolidation or otherwise) to all
      or
      substantially all of the assets of the Company, is bound by this Agreement
      in
      the same manner and to the same extent that the Company would be required to
      perform if no such succession had taken place.

    


    15.    Disclosure
      Obligations.
      During
      the Term, Executive agrees to make prompt and full disclosure to the Company
      of
      any change of facts or circumstances that may affect Executive’s obligations
      undertaken and acknowledged herein, and Executive agrees that the Company has
      the right to notify any third party of the existence and content of Executive’s
      obligations hereunder.

    


    16.    Return
      of Company Property.
      Executive agrees that following the termination of his employment for any
      reason, he will promptly return all property of the Company, its subsidiaries,
      affiliates and any divisions thereof he may have managed that is then in or
      thereafter comes into his possession, including, but not limited to, documents,
      contracts, agreements, plans, photographs, books, notes, electronically stored
      data and all copies of the foregoing, as well as any materials or equipment
      supplied by the Company to Executive.

    


    17.    Entire
      Agreement.
      This
      Agreement contains all the understandings between the parties hereto pertaining
      to the matters referred to herein, and supersedes all undertakings and
      agreements, whether oral or written, previously entered into by them with
      respect thereto. Executive represents that, in executing this Agreement, he
      does
      not rely, and has not relied, on any representation or statement not set forth
      herein made by the Company with regard to the subject matter, bases or effect
      of
      this Agreement otherwise.

    


    18.    Amendment
      or Modification, Waiver.
      No
      provision of this Agreement may be amended or waived unless such amendment
      or
      waiver is agreed to in writing, signed by Executive and by a duly authorized
      officer of the Company. The failure of either party to this Agreement to enforce
      any of its terms, provisions or covenants will not be construed as a waiver
      of
      the same or of the right of such party to enforce the same. Waiver by either
      party hereto of any breach or default by the other party of any term or
      provision of this Agreement will not operate as a waiver of any other breach
      or
      default.

    


    19.    Notices.
      Any
      notice to be given hereunder will be in writing and will be deemed given when
      delivered personally, sent by courier or fax or registered or certified mail,
      postage prepaid, return receipt requested, addressed to the party concerned
      at
      the address indicated below or to such other address as such party may
      subsequently give notice of hereunder in writing:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    
      	 	
              To
                Executive at:

            


    

    


    
      	 	
              Daniel
                L. Coury, Sr.

            


      	 	_______________


      	 	_______________


      	 	_______________


    

     

    
      	 	
              To
                the Company at:

            


    

    


    
      	 	
              YP
                Corp

            


    

    
      	 	
              Suite
                105

            


    

    
      	 	
              4840
                E Jasmine Street

            


    

    
      	 	
              Mesa,
                AZ 85205-3321

            


    

    
      	 	
              Phone:
                (480) 860-0011

            


    

    
      	 	
              Fax:
                (480) 325-1257

            


    

    
      	 	
              Attention:
                Chief Financial Officer

            


    

    


    Any
      notice delivered personally or by courier under this Section will be deemed
      given on the date delivered. Any notice sent by fax or registered or certified
      mail, postage prepaid, return receipt requested, will be deemed given on the
      date faxed or mailed. Each party may change the address to which notices are
      to
      be sent by giving notice of such change in conformity with the provisions of
      this Section. 

    


    20.    Severability.
      In the
      event that any one or more of the provisions of this Agreement will be held
      to
      be invalid, illegal or unenforceable, the validity, legality and enforceability
      of the remainder of the Agreement will not in any way be affected or impaired
      thereby. Moreover, if any one or more of the provisions contained in this
      Agreement will be held to be excessively broad as to duration, activity or
      subject, such provisions will be constructed by limiting and reducing them
      so as
      to be enforceable to the maximum extent allowed by applicable law.

    


    21.    Survivorship.
      The
      respective rights and obligations of the parties hereunder will survive any
      termination of this Agreement to the extent necessary for the intended
      preservation of such rights and obligations.

    


    22.    Each
      Party the Drafter.
      This
      Agreement and the provisions contained in it will not be construed or
      interpreted for or against any party to this Agreement because that party
      drafted or caused that party’s legal representative to draft any of its
      provisions.

    


    23.    Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Arizona, without regard to its conflicts of laws
      principles.

    


    24.    Headings.
      All
      descriptive headings of sections and paragraphs in this Agreement are intended
      solely for convenience, and no provision of this Agreement is to be construed
      by
      reference to the heading of any section or paragraph.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
Exhibit
      10.9


    25.    Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original, but all of which together will constitute one and the same
      instrument.

    


    26.    Indemnification.
      Company
      shall indemnify, hold harmless and defend Executive for all acts or omissions
      taken or not taken by Executive while performing services for Company upon
      the
      terms and conditions set forth in the Company’s bylaws. At all times during the
      Term, Company shall maintain an insurance policy covering all Officers and
      Directors of the Company against third party claims and lawsuits, and Company
      shall ensure that Executive shall be covered by such policy upon terms and
      conditions no less favorable to Executive than the terms and conditions
      governing the coverage accorded to such other Officers and
      Directors.

    


    27.    Interrelation
      with 2003 Stock Plan. To
      the
      extent any term of this Agreement conflicts with any term of the 2003 Stock
      Plan, the terms of this Agreement shall control. 

    


    28.    Executive’s
      Right to Audit Financial Records. Executive
      shall have the right, both during and after his employment, to review and/or
      receive copies of the financial and business records of the Company to the
      extent necessary to ensure compliance with the terms of this
      Agreement.

    


    


    [Signature
      Page Follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Exhibit 10.9

    


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

     

    
      	
              YP
                CORP., a Nevada corporation

            	 	
              EXECUTIVE

            
	 	 	 
	 	 	 
	 	 	 
	
              /s/
                Gary Perschbacher

            	 	
              /s/
                Daniel L. Coury, Sr

            
	
              Gary
                Perschbacher

            	 	
              Daniel
                L. Coury, Sr.

            
	
              Chief
                Financial Officer

            	 	 


    

     

    
 

    [DANIEL
      COURY EMPLOYMENT AGREEMENT]