Exhibit 10.2


    
      

    

    

      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on June 6, 2007 by
        and between YP Corp., a Nevada Corporation (the “Company”), and Rajesh Navar
        (“Executive”). This agreement supersedes any other Agreement between Executive
        and Company.

      


      In
        consideration of the mutual promises, covenants and agreement 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 this Agreement, as an employee of the Company
        in
        the position of 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 Chief Executive Officer (“CEO”). Executive agrees to devote his
        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. It is expressly understood and
        agreed that Executive shall have the right to engage in any activities that
        are
        generally engaged in by executives of his position and status, provided that
        Executive agrees to refrain from any activity that interferes with the
        performance of Executive’s duties hereunder. 

      


      2.    Term.
        This
        Agreement is for the three-year period (the “Term”) commencing on the date
        hereof and terminating on the third anniversary of such date, 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 date hereof and
        each
        anniversary thereafter the Term will automatically be extended for one
        additional year unless, not later than 90 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.    Place
        of Performance.
        Executive will perform his duties and conduct business on behalf of the Company
        at a location mutually agreed upon with the CEO and shall be permitted to
        telecommute provided that it does not substantially interfere with the
        performance of his duties hereunder.

      


      4.    Compensation.
        Executive’s salary during the first year of the Term will be at the annual rate
        of $300,000 (the “Annual Salary”), payable in accordance with the Company’s
        regular payroll practices. During the Term, commencing with the second year
        of
        the Term, the Annual Salary shall be increased on an annual basis at a rate
        of
        at least 10% of the preceding year’s Annual Salary. All applicable withholdings,
        including taxes, will be deducted from such payments. 

      


      5.    Business
        Expenses.
        During
        the Term, the Company will reimburse Executive for all business expenses
        incurred by him in connection with his employment, 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.

      


      6.    Vacation,
        Holidays and Sick Leave.
        During
        the Term, Executive will be entitled to paid vacation (21 business days per
        calendar year), 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 form time to time by the Board.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 Executive notice of termination for
        Cause;

      


      (iv)   expiration
        of the Term without renewal or extension;

      


      (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;

      


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

      


      (vii)         
        the
        date
        that is 60 days following the date on which Executive gives the Company notice
        of termination for any reason other than Good Reason.

      


      b)    For
        purposes
        of the Agreement, “Disability” will mean an illness injury or other
        incapacitation 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. In any such event, the
        Company, in its sole discretion, may terminate this Agreement by giving notice
        to Executive of termination for Disability. 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 the 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;

      


      (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 notice specifying in reasonable detail the
        nature of the alleged breach. For purposes of this Section 8(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 the 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 the Company.
        There shall be a presumption that Executive has not violated Section 8(c)(i)
        and
        (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 Section 8(a)(v) or (vi) above.


      
        
          
          

        

        
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      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
        adverse change in job title;

      


      (ii)    The
        removal of Executive from the Board other than for cause;

      


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

      


      (ii)    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

      


      (iii)   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 the Term, this Agreement will terminate and 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)(i), (ii), (iii),
        (iv) or (vii) on or before the expiration of the Term, Executive or his estate,
        conservator or designated beneficiary, as the case may be, 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. 

      


      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 three months’ of
        Executive’s Annual Salary in effect at the time of death;


      
        
          
          

        

        
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      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 provide by the Company, Executive will
        be
        entitled to receive on the date of termination, as his sole and exclusive
        remedy, the amounts set forth above in Section 9(a), plus a lump sum amount
        equal to three months of Annual Salary that Executive would receive under
        the
        Agreement if his employment with the Company had not been terminated. 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 payment or
        profits received by Executive from any source. 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.

      


      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 all 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.   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 statutory
        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 Santa
        Clara,
        California. 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.

      


      12.   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
        representative, executors, heirs, administrators, successors, distributors,
        devisees and legatees.


      
        
          
          

        

        
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      b)    In
        addition
        to any obligations impose by law upon any successor to Company (whether direct
        or indirect, by purchase, merger, consolidation, or otherwise) to all or
        substantially all of the assets of Company, by agreement in form and substance
        satisfactory to Executive, to expressly assume and agree to perform this
        Agreement in the same manner and to the same extent that the Company would
        by
        required to perform if no such succession had taken place. 

      


      13.   Disclosure
        Obligations.
        Executive agrees that the Company has the right to notify any third party
        of the
        existence and content of Executive’s obligations hereunder.

      


      14.   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.

      


      15.   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; provided that nothing contained herein will supersede or
        render
        inoperable the provisions of any other non-competition, non-solicitation
        or
        confidentiality covenants made by Executive or his affiliates and such covenants
        will supplement the covenants made by Executive herein. 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 or
        otherwise.

      


      16.   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.

      


      17.   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:

      


      To
        Executive at:

      


      Rajesh
        Navar

      __________________

      __________________

      __________________

      Phone:
        (___) _______

      Fax:
        (___) _________


      
        
          
          

        

        
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      To
        the
        Company at:

      


      YP
        Corp.

      Suite
        105

      4840
        East
        Jasmine Street

      Mesa,
        Arizona 85205-3321

      Phone:
        (480) 654-9646

      Fax:
        (480) 325-1257

      Attention:
        CEO

      


      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 the
        Section.

      


      18.   Severability.
        In the
        event that any one or more of the previsions 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 the
        Agreement will be held to be excessively broad as to duration, activity or
        subject, such provisions will be construed by limiting and reducing them
        so as
        to be enforceable to the maximum extent allowed by applicable law.

      


      19.   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. 

      


      20.   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.

      


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

      


      22.   Heading.
        All
        descriptive headings of sections and paragraphs in this Agreement are intended
        solely for convenience, and provision of this Agreement is to be construed
        by
        reference to the heading of any section or paragraph. 

      


      23.   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.

      


      24.   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.

      


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      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/
                Rajesh
                Navar
	
                Daniel
                  L. Coury, Sr.

              	 	
                Rajesh
                  Navar

              
	
                Chief
                  Executive Officer

              	 	 


      

       

       

    

    
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