Sample Business Contracts

Employment Agreement - YP Corp. and Peter J. Bergmann

Employment Forms

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  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into on June 6,
2004  by and between YP Corp., a Nevada corporation (the "Company") and Peter J.
Bergmann  ("Executive").

     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 this Agreement,
as  an  employee  of  the  Company  in  the position of Chief Executive Officer,
President and Chairman.  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  be reasonably required to perform his services and fulfill his
duties  hereunder  and  as  otherwise  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  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
does,  will or could reasonably be deemed to conflict with the best interests of
the Company. Notwithstanding the foregoing, Company acknowledges and agrees that
during  the Term Executive shall have the right to (i) engage in activities as a
producer, director and consultant with respect to various projects in the motion
picture,  television and related entertainment industries ("Outside Activities")
and  (ii)  render Executive's services as an employee, officer, director, agent,
consultant,  independent contractor, proprietor, principal, or partner of and/or
to  have  a  "financial  interest"  in  any  business  engaging  in such Outside
Activities;  provided  that  Executive  agrees  that  engaging  in  such Outside
Activities shall not substantially interfere 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 30 days prior to any
such  anniversary, either party hereto will have notified the other party hereto
that  such  extension will not take effect, in which event the Term shall end on
the  last  day  of  the  then  current  period.

     3.   Place  of  Performance.  Except  for  required travel on the Company's
business,  Executive  will  perform  the  majority of his duties and conduct the
majority  of  his  business on behalf of the Company at the Company's offices in
Mesa,  Arizona  and  at  Executive's  office  in  Marina  del  Rey,  California.

     4.   Compensation.
          (a)  Salary.  Executive's  salary  during  the  first  year  of  this
Agreement  will be at the annual rate of $200,000 (the "Annual Salary"), payable
in  accordance  with  the  Company's  regular  payroll practices. All applicable
withholdings,  including  taxes, will be deducted from such payments. The Annual
Salary  will  be  increased to $225,000 during the second year of this Agreement
and  to $275,000 during the third year of this Agreement. Thereafter, the Annual
Salary  will  be  as  determined by the Compensation Committee of the Board, but
shall  in  no  event  be  less  than  110% of the previous year's Annual Salary.

          (b)  Signing  Bonus.  Executive  will  receive  $190,000  as  a
nonreturnable,  nonrefundable  signing  bonus payable upon the execution of this
Agreement,  subject  to  all  applicable  withholdings,  including  taxes.

          (c)  Performance  Bonuses.  Executive will receive a one-time bonus of
$130,000  upon  the  resolution  of  existing  and  outstanding corporate issues
involving  the  Company  as  determined  by the Board in its reasonable business
judgment,  but  in  no  event  later than the date one year from the date above.
Additionally, promptly following the commencement of each fiscal year, Executive
will  receive  an annual bonus of $135,000 in the event that the Company's basic
earnings  per  share  (as  reported  in  the  Company's  SEC  reports)  for that
respective  fiscal year ended September 30, exceed the prior fiscal year's basic
earnings  per  share  by  a minimum of 40%.  To the extent such test is met, the
bonus will be paid to Executive no later than 30 days after the Company receives
from its independent public accountants the audited financial statements for the
relevant  fiscal year indicating that the Company's basic earnings per share for
such  fiscal  year  exceed  the basic earnings per share for the prior year by a
minimum  of 40%.  All bonuses payable under this Section 4(c) will be subject to
all  applicable  withholdings,  including  taxes.

          (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.  Promptly  following  the date of execution of
this  Agreement,  the  Company  will grant 1,000,000 shares of restricted common
stock  of  the  Company,  $.001 par value, to Executive ("Restricted Stock") and
pursuant to a form of Restricted Stock Agreement used by the Company which shall
be  provided  to  Executive  prior  to  the  execution  of  this  Agreement. The
Restricted  Stock will vest in accordance with the terms of the Restricted Stock
Agreement,  provided  that  Executive's employment is not terminated pursuant to
Section  8(iii)  below.  In  the event that Executive's employment is terminated
pursuant  to  Section  8(vi) below, such Restricted Stock shall vest immediately
upon notice of termination. The Restricted Stock will be subject in all respects
to  the terms and conditions of the Restricted Stock Agreement. The Company will
register  those  shares  of  Restricted  Stock  for  which  contractual transfer
restrictions  have  lapsed with the Securities and Exchange Commission within 60
days  of  such  vesting  and,  in  any  event,  will  endeavor (using reasonable
commercial  efforts)  to obtain an effective registration statement with respect
to  such  shares  of  Restricted  Stock  within  90  days  of  vesting.

          (f)  Housing  Allowance.  For  the first 18 months of the Term of this
Agreement,  Executive  will  receive  $2,000  per  month  to  defray the cost of
maintaining  a  home in Arizona. Thereafter, the Board will review the allowance
and  provide  it  to  Executive  as  necessary  and  appropriate  as  reasonably
determined  by  the  Board.

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

          (h)  Mobile  Phone  Allowance.  Executive  will  be reimbursed for two
cellular  telephones  and  their  reasonable  usage.

          (i)  Office.  Executive  shall  be  provided  with an executive office
suitable  for  his  position  and status. Company, at its sole cost and expense,
shall  provide  Executive  with  assistants  at  both his Arizona and California

     5.   Business  Expenses.  During  the  Term,  the  Company  will  reimburse
Executive  for  all  business  expenses  incurred  by him in connection with his
employment,  including  first  class  travel  and  top line accommodations, 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

     6.   Vacation,  Holidays and Sick Leave. During the Term, Executive will be
entitled  to  paid  vacation (25 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 from time to time by the Board.
Without  limiting  the  generality  of  the  foregoing,  Company shall reimburse
Executive  for  any  and  all  medical and dental costs and expenses incurred by
Executive  and/or  his  significant  other  to  the  extent  that such costs and
expenses  are  not  covered  by  Company's  insurance  policies.

     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;  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.  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 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 failure 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)  the  willful  engaging  by  Executive  in  conduct that is
materially  injurious  to  the  Company's  business  or  reputation;  or

               (iv) 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),  (iii)  or  (iv)  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  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 advise
of  Company's  counsel,  shall be conclusively presumed to be done in good faith
and  in  the  best  interests  of  Company  .

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

               (i)  a  substantial reduction in Executive's responsibilities and
duties  by  the  Board,  but  excluding  for  reasons  of  Cause;

               (ii) the failure of the Company to pay Executive his total Annual
Salary  and/or  bonuses  earned  (not  including  discretionary  bonuses);

               (iii)  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

               (iv) 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) or (iv) 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)(v) or (vi) on or before the expiration of the Term, Executive will
be  entitled  to  receive  on the date of termination, as his sole and exclusive
remedy,  a  lump  sum amount equal to 18 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  and  bonuses  (payable at time they would be otherwise be
payable),  vacation,  benefits  and  reimbursement  of  expenses.

          (c)  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 Exercise 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 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.  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.

          (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  for  the purpose of (A) being employed by
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 services or
products similar in kind or purpose to those provided or proposed to be provided
by  the  Company  during  the  Term.

               (iv) The  provisions  of  Sections  11(a) and (b) above shall not
apply  in  the  event  that Executive terminates this Agreement for Good Reason.

     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  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 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

     14.  Binding  Agreement.  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 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.

     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

     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

     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  or 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:

     To  Executive  at:

     Peter  J.  Bergmann
     Suite  214
     520  Washington  Blvd.
     Marina  del  Rey,  California  90292
     Phone:  (310)  578-2040
     Fax:  (310)  388-4617

     YP  Corp.
     Suite  105
     4840  East  Jasmine  Street
     Mesa,  Arizona  85205-3321
     Phone:  (480)  860-0011
     Fax:  (480)  325-1257

     To  the  Company  at:

     YP  Corp.
     Suite  105
     4840  East  Jasmine  Street
     Mesa,  Arizona  85205-3321
     Phone:  (480)  860-0011
     Fax:  (480)  325-1257
     Attention:  Board  of  Directors

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.  A  copy of all notices sent to Executive shall be simultaneously
sent  to  Phillips  Nizer  LLP,  666  Fifth  Avenue,  New  York, NY  10103-0084;
attention:  David  H.  Chidekel,  Esq.

     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 construed 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

     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
Indemnification  Agreement  to  be entered into by the parties contemporaneously
with  this  Agreement.  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 insure 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


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

YP  CORP.,  a  Nevada  corporation               EXECUTIVE

/s/  DeVal  Johnson                              /s/  Peter  J.  Bergmann
--------------------------                       ------------------------
DeVal  Johnson                                   Peter  J.  Bergmann
Executive  Vice  President
and  Corporate  Secretary