AMENDMENT
NO. 1
EMPLOYMENT
AGREEMENT
This
Amendment No. 1 to the Employment Agreement (the “Amendment”)
is
made as of August 10, 2005 (the “Effective
Date”)
by and
among YP
Corp.,
a
Nevada corporation (the “Company”),
and
John
Raven
(“Executive”).
Background
Company
and Executive previously entered into that certain Employment Agreement dated
September 21, 2004 (“Original
Agreement”)
pursuant to which Executive provided services to the Company as Chief Technology
Officer.
The
Company and Executive now desire to amend the Original Agreement to clarify
and
define certain of the provisions in the Original Agreement.
Agreement
In
consideration of the mutual premises contained herein and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
to
this Amendment agree as follows:
1. Except
as
expressly provided in this Amendment, the Original Agreement will remain
unchanged and in full force and effect; provided,
however,
nothing
contained in the Original Agreement will have the effect of preventing or
limiting, in any way, the terms of this Amendment. Furthermore, if any conflict
arises between the terms of this Amendment and the terms of the Original
Agreement, this Amendment will govern as to the conflicting terms.
2. The
second sentence of Section 4(a) of the Original Agreement is hereby amended
to
read as follows:
“The
Annual Salary will be increased to $181,500 beginning July 1,
2005.”
3. Section
4(b) of the Original Agreement will be amended to add the following to
the
end:
“;
provided,
however,
that
notwithstanding the foregoing, Executive will receive an additional performance
bonus of $30,000 and 25,000 shares of the Company’s Restricted Stock. All
bonuses payable under this Section
4(b)
will be
subject to all applicable withholdings, including taxes.”
4. Amendment.
This
Amendment shall not be waived, altered, modified, amended or supplemented
in any
manner whatsoever except by a written instrument, duly executed by both of
the
parties.
5. Binding
Effect.
This
Amendment shall be binding upon the Company and its successors and assigns
and
shall inure to the benefit of each party, its successors, endorsees and
assigns.
6. Severability.
In the
event any one or more of the provisions contained in this Amendment should
be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood
that
the invalidity of a particular provisions in a particular jurisdiction shall
not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which cones as close as possible to that of the invalid,
illegal or unenforceable provisions.
7. Governing
Law.
This
Amendment shall be governed and construed in accordance with the laws of
the
State of Arizona (without regard to principles of conflict of laws).
8. Construction.
Each
party hereto acknowledges that it was represented by legal counsel (or had
the
opportunity to be represented by legal counsel) in connection with this
Amendment and that such party and its counsel have reviewed and revised this
Amendment, or have had an opportunity to do so, and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Amendment
or
any amendments hereto.
9. Entire
Agreement.
This
Amendment is intended by the parties to be the complete and final expression
of
their agreement regarding the subject matter herein, and is specifically
intended to be an integrated contract with respect to the matters affected
herein. Each of the parties agrees that any prior negotiations, statements,
representations or agreements which are inconsistent with any provision in
this
Amendment are merged in and superseded by this Amendment, and that such party
has not relied on any representation or promise, oral or otherwise, which
is not
set forth in this Amendment.
IN
WITNESS WHEREOF,
the
parties have caused this Amendment to be duly executed and delivered as of
the
date first above written.
YP
Corp.
/s/
Peter
Bergmann
By: Peter
Bergmann
Its: President
JOHN
RAVEN
/s/
John
Raven
[SIGNATURE
PAGE FOR AMENDMENT NO.1]