YP
CORP.
LIMITED
POWER OF ATTORNEY
FOR
SECTION 16 REPORTING OBLIGATIONS
Know
all
by these presents that the undersigned hereby makes, constitutes and appoints
each of Gary Perschbacher and Daniel M. Mahoney, each acting individually,
as
the undersigned’s true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and
stead
of the undersigned to:
(1)
prepare
and execute Forms 3, 4 and 5 (including any amendments thereto) with respect
to
the common stock of YP Corp., a Nevada corporation (the “Company”), and to file
the same with the United States Securities and Exchange Commission, any national
securities exchanges and the Company, as considered necessary or advisable
under
Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the “Exchange
Act”) and the Sarbanes-Oxley Act of 2002;
(2) seek
or
obtain, as the undersigned’s representative and on the undersigned’s behalf,
information on transactions in the Company’s common stock from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information
to
the undersigned and approves and ratifies any such release of information;
and
(3) perform
any and all other acts (including, but not limited to, the filing of Form ID
to
obtain EDGAR Access Codes) which in the discretion of such attorney-in-fact
are
necessary or desirable for and on behalf of the undersigned in connection with
the foregoing.
The
undersigned acknowledges that:
(a)
any
documents prepared and/or executed by any of such attorneys-in-fact on behalf
of
the undersigned pursuant to this power of attorney will be in such form and
will
contain such information and disclosure as such attorney-in-fact, in his or
her
discretion, deems necessary or desirable;
(b)
this
power of attorney authorizes, but does not require, each such attorney-in-fact
to act in his or her discretion on information provided to such attorney-in-fact
without independent verification of such information;
(c)
neither the Company nor any of such attorneys-in-fact assumes (i) any liability
for the undersigned’s responsibility to comply with the requirements of the
Exchange Act, (ii) any liability of the undersigned for any failure to comply
with such requirements, or (iii) any obligation or liability of the undersigned
for profit disgorgement under Section 16(b) of the Exchange Act;
and
(d)
this
power of attorney does not relieve the undersigned from responsibility for
compliance with the undersigned’s obligations under the Exchange Act, including
without limitation the reporting requirements under Section 16(a) of the
Exchange Act.
The
undersigned hereby gives and grants each of the foregoing attorneys-in-fact
full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that each such attorney-in-fact of, for
and
on behalf of the undersigned shall lawfully do or cause to be done by virtue
of
this power of attorney.
This
power of attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to the Corporate Secretary of the
Company.
IN
WITNESS WHEREOF, the undersigned has caused this power of attorney to be
executed as of this 18 day of August, 2006.
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/s/
Daniel L. Coury, Sr.
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Signature
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Daniel
L. Coury, Sr.
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Print
Name
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