Common use of Right Certificate Clause in Contracts

Right Certificate. YP CORP. This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6, 2004, as the same may be amended from time to time (the "Rights Agreement"), between YP Corp., a Nevada corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26, 2014 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Company at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent, the Company, and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6April 27, 2004, as the same may be amended from time to time 2001 (the "Rights Agreement")) between Extreme Networks, between YP Corp.Inc., a Nevada Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent Mellon Investor Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., p.m. (New York City time, ) on April 2627, 2014 2011 at the office or agency of the Rights Agent Agent, or its successors as Rights Agent, designated for such purpose, or of its successor as Rights Agentpurposes, one one-thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share Stock of the Company (the "Preferred Stock"), of the Company ) at a purchase price of $36.50 150.00 per one one-thousandth of a share of Preferred Stock Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such dateAgreement. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock, par value $0.001 per share, Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become null and void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one [one-thousandth thousandth] of a share of Preferred Stock, which may, at the election option of the Company, be evidenced by depository receipts), but and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof a cash payment will be madethereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for in the election of directors directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 20___. ATTEST: Extreme Networks, Inc. _______________________________________ By: ___________________________________ Secretary Title:_________________________________ COUNTERSIGNED: Mellon Investor Services LLC By:____________________________________ Authorized Officer 4 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. Dated:________________________ __, 2004. YP CORP. By______________________________ (Signature) Signature Guaranteed: ------------------------------------ PresidentCERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. YP CORP. Interstate Bakeries Corporation This Right Certificate certifies that __________________________________ ___________________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the that certain Rights Agreement, dated as of May 68, 2004, as the same may be amended from time to time 2000 (the "Rights AgreementRIGHTS AGREEMENT"), between YP Corp.Interstate Bakeries Corporation, a Nevada Delaware corporation (the "CompanyCOMPANY"), and Registrar and Transfer CompanyUMB Bank, N.A. as Rights Agent (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City central daylight time, on April 26May 25, 2014 2010 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid and non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .01 per share (the "Preferred StockPREFERRED SHARES"), of the Company Company, at a purchase price of $36.50 80.00 per one one-thousandth of a share of Preferred Stock Share (the "Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths thousandth of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April May 26, 20042000, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths thousandth of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned designated office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .001 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $0.001 .01 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ________. ATTEST: INTERSTATE BAKERIES CORPORATION By:_______________________________ By:____________________________ Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer COUNTERSIGNED: UMB BANK, N.A., AS RIGHTS AGENT By:____________________________ FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfer unto____________________________________________________________ _____________________________________________________________________________ (Please print name, 2004address and social security number of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ ___________________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPDated:_____________________ ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an Eligible Guarantor Institution, as defined by SEC Rule 17Ad-15 (12 CFR 240.17Ad-15) or any similar rule which the Rights Agent deems applicable. By: ------------------------------------ President----------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate)

Right Certificate. YP CORP. TUSCARORA INCORPORATED This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6August 17, 2004, as the same may be amended from time to time 1998 (the "Rights AgreementRIGHTS AGREEMENT"), between YP Corp.Tuscarora Incorporated, a Nevada Pennsylvania corporation (the "CompanyCOMPANY"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C. (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City timelocal time in Pittsburgh, Pennsylvania, on April 26August 31, 2014 2008 at the principal office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid and non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .01 per share (the "Preferred StockPREFERRED SHARES"), of the Company Company, at a purchase price of $36.50 65 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26August 17, 20041998, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, and in certain circumstances specified in the Rights Agreement, shares of Common Stock, without par value, of the Company may be purchased in lieu of one one-hundredths of a Preferred Share. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be required to be exchanged in whole or in part for shares of the Company's Common Stock, without par value $0.001 per sharevalue, of the Company or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. KAYDON CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 64, 2004, as the same may be amended from time to time 2000 (the "Rights Agreement"), ) between YP Corp.Kaydon Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Continental Stock Transfer Company, as Rights Agent & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.the close of business on May 4, New York City time, on April 26, 2014 2010 at the office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, in New York, New York, one one-thousandth of a fully paid non-assessable share of the Series A Junior Participating Preferred Stock, $.10 par value $0.001 per share (the "Preferred Stock"), of the Company Company, at a purchase price of $36.50 100 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of April 26May 4, 2004, 2000 based on the Preferred Stock of the Company as constituted at such date. Upon the occurrence of certain events (as set forth in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Xxxxxxxxx), (xx) x xransferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who becomes an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, prior to or concurrently with such transfer, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such event. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right or (ii) may be exchanged in whole or in part called for exchange for newly issued shares of the Company's Common Stock, par value $0.001 per share, Stock or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred Stock, Stock which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. ByDated: ------------------------------------ President.

Right Certificate. YP CORP. CITIZENS BANKING CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 623, 2004, as the same may be amended from time to time 2000 (the "Rights Agreement"), ) between YP Corp.Citizens Banking Corporation, a Nevada Michigan corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent Citizens Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.4:30 P.M. (Flint, New York City Michigan time) on May 23, on April 26, 2014 2010 at the office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, in Flint, Michigan, one one-thousandth of a fully paid non-assessable share of the Series A Junior Participating B Preferred Stock, no par value $0.001 per share (the "Preferred Stock"), of the Company Company, at a purchase price of $36.50 65 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of April 26May 23, 2004, 2000 based on the Preferred Stock of the Company as constituted at such date. Upon the occurrence of certain events (as set forth in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who becomes an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, prior to or concurrently with such transfer, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such event. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right or (ii) may be exchanged in whole or in part called for exchange for newly issued shares of the Company's Common Stock, par value $0.001 per share, Stock or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred Stock, Stock which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __May 23, 20042000. YP CORP. ByATTEST: ------------------------------------ PresidentCITIZENS BANKING CORPORATION By ---------------------------- ------------------------------ Secretary Title:

Right Certificate. YP CORP. Interstate Bakeries Corporation This Right Certificate certifies that ______________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the that certain Rights Agreement, dated as of May 6September 21, 2004, as the same may be amended from time to time 1999 (the "Rights AgreementRIGHTS AGREEMENT"), between YP Corp.Interstate Bakeries Corporation, a Nevada Delaware corporation (the "CompanyCOMPANY"), and Registrar and Transfer CompanyUMB Bank, N.A. as Rights Agent (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City central daylight time, on April 26October 7, 2014 2009 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid and non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .01 per share (the "Preferred StockPREFERRED SHARES"), of the Company Company, at a purchase price of $36.50 80.00 per one one-thousandth of a share of Preferred Stock Share (the "Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths thousandth of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26October 8, 20041999, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths thousandth of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned designated office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .001 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $0.001 .01 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ _____, 2004. YP CORP. By: ------------------------------------ President_______.

Right Certificate. YP CORP. Synovus Financial Corp. This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6April 27, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement"), ) between YP Synovus Financial Corp., a Nevada Georgia corporation (the "Company"), and Registrar State Street Bank and Transfer Company, as Rights Agent Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. (Eastern Standard Time) on May 4, New York City time, on April 26, 2014 2009 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, one one-thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Common Stock, par value $0.001 1.00 per share (the "Preferred Common Stock"), of the Company at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock 225.00 as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths shares of a share of Preferred Common Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Common Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 0.001 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, Stock or shares of Preferred Stockcommon stock equivalents. No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depository receipts), but and in lieu thereof a cash payment will be madethereof, as provided in the Rights Agreement, fractions of shares of Common Stock shall receive an amount in cash equal to the same fraction of the then current market value of a share of Common Stock. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors directors, or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or other actions affecting shareholders or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. ALLEGHENY TELEDYNE INCORPORATED This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6March 12, 20041998, as the same may be amended from time to time (as so amended, the "Rights Agreement"), between YP Corp.Allegheny Teledyne Incorporated, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C., a limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City Eastern time, on April 26March 12, 2014 2008 at the principal office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, without par value $0.001 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 100.00 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26March 12, 20041998, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail Subject to the holder of this Right Certificate a copy provisions of the Rights Agreement without charge after receipt of a written request therefor. This Agreement, this Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 .10 per share, or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the upon exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or Company, including any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________________. ALLEGHENY TELEDYNE ATTEST: INCORPORATED ____________________________________ By_________________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Rights Agent By_________________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Right Certificate.) FOR VALUE RECEIVED _________________________________________________ hereby sells, assigns and transfers unto _______________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________, as his Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________ ________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, 2004a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. YP CORP________________________________________________________________________________ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). By: ------------------------------------ President_________________________________ Signature ________________________________________________________________________________ Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by this Right Certificate.)

Right Certificate. YP CORP. NORFOLK SOUTHERN CORPORATION This certifies that ________________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6September 26, 2004, as the same may be amended from time to time 2000 (the "Rights Agreement"), between YP Corp.Norfolk Southern Corporation, a Nevada Virginia corporation (the "Company"), and Registrar and Transfer CompanyThe Bank of New York, as Rights Agent a New York banking corporation (the "Rights Agent"), to purchase from the Company Company, at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City P.M. (Virginia time, ) on April September 26, 2014 2010 (unless such time is extended prior thereto by the Board of Directors) at the principal stock transfer office or agency of the Rights Agent designated for such purposeAgent, or of its successor as Rights Agent, one one-thousandth (1/1000) of a fully paid non-assessable and nonassessable share of the Series A Junior Participating Preferred Stock, par value $0.001 per share Stock of the Company (the "Preferred Stock"), of the Company at a purchase price of $36.50 85 per one one-thousandth (1/1000) of a share of Preferred Stock (the "Purchase Price"), ) upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price per one one-thousandth (1/1000th) of a share set forth above, are the number and Purchase Price as of April 26October 16, 2004, 2000 based on the shares of Preferred Stock of the Company as constituted at such date. As provided in The Company reserves the Rights Agreement, right to require prior to the Purchase Price, the number of one one-thousandths occurrence of a share of Preferred Stock Triggering Event (or other securities or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate as such term is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent, the Company, and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided defined in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or that a number of Rights evidenced by this Right Certificate shall have been be exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not so that only whole shares of Preferred Stock will be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ Presidentissued.

Right Certificate. YP CORP. Birmingham Steel Corporation This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6January 16, 2004, 1996 as the same may be amended from time to time (the "Rights Agreement"), between YP Corp.Birmingham Steel Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent First Union National Bank of North Carolina (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City Charlotte, North Carolina time, on April 26January 16, 2014 2006 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 0.01 per share (the "Preferred Stock"), of the Company Company, at a purchase price of $36.50 74.00 per one one-thousandth hundredth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26January 16, 2004, 1996 based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 0.01 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a thereof, the Company will make cash payment will be madepayments, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ ___, 2004. YP CORP. By: ------------------------------------ President199__.

Right Certificate. YP CORP. ADOBE SYSTEMS INCORPORATED This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Third Amended and Restated Rights Agreement, Agreement dated as of May 6December 15, 2004, as the same may be amended from time to time 1998 (the "Rights AgreementRIGHTS AGREEMENT"), ) between YP Corp.Adobe Systems Incorporated, a Nevada Delaware corporation (the "CompanyCOMPANY"), and Registrar and Transfer Company, as Rights Agent Xxxxxx Trust Company of California (the "Rights AgentRIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m. (California time) on July 23, New York City time2000, on April 26, 2014 at the office or agency of the Rights Agent Agents, or its successors as Rights Agent, designated for such purpose, or of its successor as Rights Agentpurposes, one one-thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred StockStock of the Company, par value $0.001 .0001 per share (the "Preferred StockPREFERRED STOCK"), of the Company ) at a purchase price of $36.50 115.00 per one-thousandth of a share (each such one one-thousandth of a share being a "UNIT") of Preferred Stock Stock, as the same may from time to time after the date of the Rights Agreement be adjusted in accordance with the Rights Agreement (the "Purchase PricePURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share Units of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, and, upon the happening of certain events, securities other than Units of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or corporate agency service center of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Close of Business on the tenth day following Stock Acquisition Date and subject to extension by the Board of Directors by amendment of the Rights Agreement or (ii) the Final Expiration Date, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 per Right or (ii) may be if exchanged by the Company at its option in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares Units of Preferred Stock. No fractional shares Units of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depository receipts), but and in lieu thereof a cash payment will be madethereof, as provided in the Rights Agreement, fractions of Units Preferred Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of Units of Preferred Stock. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for in the election of directors directors; or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Agreement, Agreement dated as of May 6December 30, 2004, as the same may be amended from time to time 2008 (the "“Rights Agreement")”) between Associated Estates Realty Corporation, between YP Corp., a Nevada an Ohio corporation (the "“Company"”), and Registrar and Transfer CompanyNational City Bank, a national banking association, as Rights Agent rights agent (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.the close of business on December 30, New York City time, on April 26, 2014 2018 at the office or agency offices of the Rights Agent designated for such purposeAgent, or of its successor as Rights Agent, designated for that purpose, one one-thousandth of a fully paid non-assessable share of paid, nonassessable Class B Series A Junior Participating I Cumulative Preferred StockShare, without par value $0.001 per share (the "“Preferred Stock"Shares”), of the Company Company, at a purchase price of $36.50 40.00 per one one-thousandth of a share of Preferred Stock Share (the "Purchase “Exercise Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certificate duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock shares that may be purchased upon exercise hereofthereof) set forth above, and the Purchase Exercise Price per share set forth above, are the number and Purchase Exercise Price as of April 26December 30, 20042008, based on the Preferred Stock Shares as constituted at that date. Upon the occurrence of a Section 11(a)(ii) Event (as defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such datePerson (as those terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person, such Rights will become null and void and no holder hereof will have any right with respect to such Rights from and after the occurrence of that Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price, Exercise Price and the number of one one-thousandths of a share of Preferred Stock (Shares or other securities or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned designated office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company’s common shares, without par value (the “Common Shares”), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company Board of Directors at its option at a redemption price of $.01 0.01 per Right (payable in cash, Common Shares or (ii) may be exchanged in whole or in part for shares other consideration considered appropriate by the Board of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockDirectors). No The Company is not obligated to issue fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of the Preferred Stock Shares, Common Shares or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or Page B-1 subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _________ _________, 2004____. YP CORP. ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation By: ------------------------------------ PresidentName: Title: Countersigned: National City Bank, a national banking association, as Rights Agent By: Name: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Social Security or other identifying taxpayer number of transferee: Signature Guaranteed: Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an approved medallion signature guarantee program) as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Page B-3 The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. YP CORP. MONDAY LTD This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6[ ], 2004, 2002 as the same it may be amended from time to time (the "Rights Agreement"), between YP Corp.Monday Ltd, a Nevada corporation company incorporated under the laws of Bermuda (the "Company"), and Registrar and Transfer Company[RIGHTS AGENT], as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City time, on April 26the 10th anniversary of the date of the Rights Agreement (the "Expiration Date"), 2014 at the principal office or agency offices of the Rights Agent designated for such purpose, or of its successor successors as Rights Agent, one one-one- thousandth (1/1,000th) of a fully paid non-assessable share of paid, Series A Junior Participating Preferred StockShare, US$0.0001 par value $0.001 per share value, of the Company (the "Preferred StockShares"), of the Company at a purchase price of $36.50 per one one-one- thousandth (1/1,000th) of a share of Preferred Stock equal to US$100.00 (the "Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (Purchase Price and the number and kind of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereof) set forth aboveof each Right evidenced by this Right Certificate, and the Purchase Price as set forth above, are the Purchase Price and the number and Purchase Price kind of shares which may be so purchased as of April 26, 2004, based on the Preferred Stock Record Date (as constituted at such datedefined in the Rights Agreement). As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share of Preferred Stock (or other securities or property) that shares which may be purchased upon the exercise of the Rights, and the number of Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy Copies of the Rights Agreement without charge after receipt of a are also available from the Company upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price (in cash or Common Shares or other securities of $.01 the Company deemed by the Board of Directors to be at least equivalent in value) of US$0.01 per Right or (which amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) such time as a Person becomes an Acquiring Person and (ii) may the Expiration Date. The Company may, but shall not be exchanged in whole or in part for shares of the Company's Common Stockrequired to, par value $0.001 per share, or shares issue fractions of Preferred Stock. No fractional shares Shares or distribute certificates which evidence fractions of Preferred Stock or Common Stock will be issued Shares upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions hereby. In lieu of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockissuing fractional shares, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof Company may elect to make a cash payment will be made, as provided in the Rights AgreementAgreement for fractions of a share other than one one-thousandth (1/1,000th) of a share or any integral multiple thereof or to issue certificates or utilize a depositary arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter signed by an authorized signatory of the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement dated as of May 6January 14 , 2004, 2019 (as the same may be amended from time to time time, the “Rights Agreement”) between XXXX.XXX LIMITED (the "Rights Agreement"), between YP Corp.“Company”) and The Bank of New York Mellon, a Nevada corporation (the "Company"), and Registrar and Transfer CompanyNew York banking corporation, as Rights Agent (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.the close of business on January 13 , New York City time, on April 26, 2014 2029 at the office or agency offices of the Rights Agent designated for such purpose, or of its successor successors as Rights Agent, one one-thousandth of a fully paid paid, non-assessable share of Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share Shares (the "“Preferred Stock"), Shares”) of the Company Company, at a purchase price of $36.50 200 per one one-thousandth of a share of Preferred Stock (the "Purchase “Exercise Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certification properly completed and duly executed, accompanied by a signature guarantee and such other documents as the Rights Agent may require. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Share which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Exercise Price per share set forth above, are the number and Purchase Exercise Price as of April 26January 14 , 2004, 2019 based on the Preferred Stock Shares as constituted at such date. Upon the occurrence of a Section 11.1.2 Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person, or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person or an Associate or Affiliate of any such Acquiring Person or (c) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11.1.2 Event. As provided in the Rights Agreement, the Purchase Price, Exercise Price and the number of one one-thousandths thousandth of a share of Preferred Stock (Share or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have had entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11.1.2 of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Right Certificate for shares of the Company’s Ordinary Shares or Preferred Shares at an exchange ratio (subject to adjustment) of one Ordinary Share or one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed terminated by the Board of Directors of the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stockits option. No The Company is not obligated to issue fractional shares of Preferred Stock or Common Stock will be issued share upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares, Ordinary Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ PresidentCorporate Seal

Right Certificate. YP CORP. FOURTH SHIFT CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6December 16, 2004, as the same may be amended from time to time 1998 (the "Rights Agreement"), between YP Corp.Fourth Shift Corporation, a Nevada Minnesota corporation (the "Company"), and Registrar and Transfer CompanyNorwest Bank Minnesota, as Rights Agent National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City Minneapolis time, on April 26December 16, 2014 2008 at the office or agency offices of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, $.01 par value $0.001 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock 35 (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26December 28, 20041998, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Agent and will be mailed without charge by the Company will mail or the Rights Agent to the holder of this Right Certificate a copy of certificate promptly following receipt by the Company or the Rights Agreement without charge after receipt Agent of a written request therefor. From and after the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate certificate (i) may may, but are not required to, be redeemed by the Company at a redemption price of $.01 per Right or Right, subject to adjustment as provided in the Rights Agreement, and (ii) may may, but are not required to, be exchanged by the Company in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository scrip or depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as Dated: FOURTH SHIFT CORPORATION By ------------------------------------- Its Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By ------------------------------- Authorized Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, _________________________________ hereby sells, assigns and transfers unto _______________________________________ (PRINT NAME OF TRANSFEREE) _______________________________________________ (PRINT ADDRESS OF TRANSFEREE) this Right Certificate, 2004together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPPlease insert social security number, taxpayer identification number or other identifying number: ------------------------------------------ Dated: ---------------------------- --------------------------------------- Signature Signature Medallion Guaranteed: ----------------------------------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. By: ------------------------------------ PresidentFORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED

Right Certificate. YP CORP. ROSEVILLE COMMUNICATIONS COMPANY This certifies that ____________________________ _, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6March 12, 2004, as the same may be amended from time to time 1998 (the "Rights Agreement"), ) between YP Corp.Roseville Communications Company, a Nevada California corporation (the "Company"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C., a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. (San Francisco time) on March 11, New York City time, on April 26, 2014 2008 at the office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), Common Stock of the Company ("Common Stock") at a purchase price of $36.50 100.00 per one one-thousandth of a share of Preferred Stock share, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths shares of a share of Preferred Common Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Common Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided in the Rights Agreement. This Right Certificate is subject to all of the terms, provisions, covenants and conditions restrictions of the Rights Agreement, which terms, provisions, covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Stock Acquisition Date (as such term is defined in the Rights Agreement) or (ii) the Final Expiration Date, the Rights evidenced by this title Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 per Right or (ii) may be exchanged by the Company at its option in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depository receipts), but and in lieu thereof a cash payment will be made, as provided in the Rights Agreement, fractions of shares of Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Common Stock. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, as any of the rights of a stockholder shareholder of the Company or any right to vote for in the election of directors directors; or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of March 12, 1998. ATTEST: ROSEVILLE COMMUNICATIONS COMPANY Secretary By: Title: COUNTERSIGNED: By Authorized Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) the Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. __________________________________________ __, 2004The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). YP CORP. By: ------------------------------------ PresidentSignature

Right Certificate. YP CORPTAB PRODUCTS CO. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6October 24, 2004, as the same may be amended from time to time 1996 (the "Rights Agreement"), ) between YP Corp.TAB Products Co., a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., p.m. (New York City time) on October 23, on April 262006, 2014 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share Stock of the Company (the "Preferred Stock"), of the Company ) at a purchase price of $36.50 35.00 per one one-thousandth hundredth of a share of Preferred Stock share, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such dateAgreement. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock, par value $0.001 per share, Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred Stock, which may, at the election option of the Company, be evidenced by depository depositary receipts), but and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof a cash payment will be madethereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for in the election of directors directors; or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __October 24, 20041996. YP CORP. By: ------------------------------------ President---------- --

Right Certificate. YP CORP. Brillian Corporation This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6___________, 20042003, as the same may be amended from time to time (the "Rights Agreement"), between YP Corp.Brillian Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyThe Bank of New York, as Rights Agent (the "Rights Agent"), to purchase from the Company Brillian at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26____________, 2014 2013 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid and non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .001 per share (the "Preferred Stock"), of the Company at a purchase price of $36.50 __.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26____________, 20042003, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 .001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or distributions or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided and subject to the conditions in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President2003.

Right Certificate. YP ORIUS CORP. This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6August __, 20041999, as the same may be amended from time to time (the "Rights Agreement"), between YP Orius Corp., a Nevada Florida corporation (the "Company"), and Registrar and Transfer Company______________, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City __________________ time, on April 26August __, 2014 2009 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .01 per share (the "Preferred Stock"), of the Company at a purchase price of $36.50 ______ per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004_______________, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 .01 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President____.

Right Certificate. YP CORP. Hallwood Energy Corporation This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6June 8, 20041999, as the same may be amended from time to time (the "Rights Agreement"), between YP Corp.Hallwood Energy Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City Denver, Colorado time, on April 26June 7, 2014 2009 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A B Junior Participating Preferred Stock, par value $0.001 .01 per share (the "Preferred Stock"), of the Company at a purchase price of $36.50 40.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-one- thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26June 8, 20041999, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that may be purchased upon the exercise of the Rights, Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent, the Company, and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. ADAPTIVE BROADBAND CORPORATION This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement, dated as of May 6February 10, 2004, as the same may be amended from time to time 2000 (the "Amended and Restated Rights Agreement"), between YP Corp.Adaptive Broadband Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyBankBoston, as Rights Agent N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Amended and Restated Rights Agreement) and prior to 5:00 P.M.p.m. Eastern time on June 30, New York City time, on April 26, 2014 2002 at the office or agency of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .10 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 300.00 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths one- hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26February 10, 20042000, based on the Preferred Stock Shares as constituted at such date. From and after the time any Person becomes an Acquiring Person, (as such terms are defined in the Amended and Restated Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee after the Acquiring Person becomes such, or (iii) under certain circumstances specified in the Amended and Restated Rights Agreement, a transferee of any such Acquiring Person, Associate or Affiliate who becomes a transferee prior to or concurrently with the B-1. Acquiring Person becoming such, such Rights shall become null and void without any further action and no holder hereof shall have any right with respect to such Rights from and after the time any Person becomes an Acquiring Person. As provided in the Amended and Restated Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Amended and Restated Rights Agreement, as amended from time to time, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which the Amended and Restated Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Amended and Restated Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Amended and Restated Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 .10 per share, or, upon circumstances set forth in the Amended and Restated Rights Agreement, cash, property or shares other securities of the Company, including fractions of a share of Preferred Stock. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), ) but in lieu thereof a cash payment will be made, as provided in the Amended and Restated Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Amended and Restated Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Amended and Restated Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Amended and Restated Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS Witness the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, ____. Attest: Adaptive Broadband Corporation ________________________________ By: ________________________________ Title: _____________________________ Countersigned: BankBoston, N.A., as Rights Agent By: ____________________________ Authorized Signatory B-3. Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) For Value Received ______________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _____________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________ ________________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, 2004as amended. YP CORP--------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Amended and Restated Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. By: ------------------------------------ President______________________________________ Signature B-5. Form of Reverse Side of Rights Certificate FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.)

Right Certificate. YP CORP. THE LUBRIZOL CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement, Agreement dated as of May 6July 26, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement")) between The Lubrizol Corporation, between YP Corp., a Nevada an Ohio corporation (the "Company"), and Registrar and American Stock Transfer Company, as Rights Agent & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. (Cleveland, New York City Ohio time) on October 12, on April 26, 2014 2007 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, one in New York, New York or Cleveland, Ohio, one-thousandth half of a one fully paid non-assessable share of Series A Junior Participating Preferred Stocknonassessable Common Share, without par value $0.001 per share (the a "Preferred StockCommon Share"), ) of the Company Company, at a purchase price of $36.50 170 per one one-thousandth of a share of Preferred Stock whole Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April July 26, 20041999, based on the Preferred Stock Common Shares as constituted at such date. (1) The portion of the legend in brackets shall be inserted only if applicable and if the Company is able to identify the holder as an Acquiring Person or an Affiliate or Associate of an Acquiring Person. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Common Shares which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposein New York, New York or Cleveland, Ohio, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .05 per Right or (ii) may be exchanged in whole or in part for shares Right, payable, at the election of the Company's , in cash, Common Stock, par value $0.001 per share, Shares of the Company or shares such other consideration as may be determined by the Directors of Preferred Stockthe Company. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest: ______________ By: ____________________________ Name: _______________________ Title: __________________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ____________________________ Name: ___________________ Title: _________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ____________________________________ hereby sells, assigns and transfers unto __________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ ___________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) This Rights Certificate [ ] is [ ] is not being sold, 2004. YP CORP. By: ------------------------------------ Presidentassigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and

Right Certificate. YP CORPMEADOWBROOK INSURANCE GROUP, INC. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6September 20, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement"), between YP Corp.Meadowbrook Insurance Group, Inc., a Nevada Michigan corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent First Chicago Trust Company of New York (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City Detroit, Michigan time, on April 26October 15, 2014 2009, at the principal office or agency of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share Stock (the "Preferred StockShares"), ) of the Company Company, at a purchase price of $36.50 80 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26September 20, 20041999, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned principal office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company Company, at its option, at a redemption price of $.01 0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Preferred Shares, shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stocksubstantially equivalent rights or other consideration as determined by the Company. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 200419 . YP CORP[SEAL] ATTEST: MEADOWBROOK INSURANCE GROUP, INC. By: ------------------------------------ PresidentBy: ------------------------------- ---------------------------------- Its: Its: ------------------------------- ---------------------------------- Countersigned: , as Rights Agent ---------------------------------- By: ------------------------------- Authorized Signature Its: ------------------------------ Title 49 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, ------------------------------------------- assigns and transfers unto ------------------------------------------------------ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------------------- -------- ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- CERTIFICATION The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------------- Signature 50 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To MEADOWBROOK INSURANCE GROUP, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ---------------- -------------------------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: --------------------- -------------------------------------------------------------------------------- (Please print name and address) Dated: , ------------------- ------ --------------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. 51 Form of Reverse Side of Right Certificate -- continued CERTIFICATION The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C MEADOWBROOK INSURANCE GROUP, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 15, 1999, the Board of Directors of Meadowbrook Insurance Group, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Shares"), of the Company. The dividend is payable on October 15, 1999 (the "Record Date") to stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Preferred Stock (the "Preferred Shares"), of the Company at a price of $80 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of September 20, 1999 (the "Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent") and are summarized below. Until the earlier to occur of (i) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the date of public announcement by the Company or an Acquiring Person that any person or group of affiliated or associated persons have become an Acquiring Person, (ii) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of associated persons of 15% or more of the Company's outstanding Common Shares, or (iii) 10 business days (or such later date as may be determined by a majority of the Continuing Directors) following the date on which a majority of the Continuing Directors (as such term is defined in the Rights Agreement), in good faith, informs the Company by written notice of the existence of an Acquiring Person (the earliest of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto.

Right Certificate. YP CORP. This certifies that ____________________________ _, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6February 24, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement")) between Power Integrations, between YP Corp.Inc., a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyBankBoston, as Rights Agent N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., p.m. (New York City time) on February 23, on April 26, 2014 2009 at the principal office or agency of the Rights Agent Agent, or its successors as Rights Agent, designated for such purpose, or of its successor as Rights Agentpurposes, one one-thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share Stock of the Company (the "Preferred Stock"), of the Company ) at a purchase price of $36.50 150.00 per one one-thousandth of a share of Preferred Stock Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such dateAgreement. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock, par value $0.001 per share, Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred Stock, which may, at the election option of the Company, be evidenced by depository receipts), but and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof a cash payment will be madethereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for in the election of directors directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 19____. ATTEST: Power Integrations, Inc. _____________________________ By:____________________________________ Secretary Title:_________________________________ COUNTERSIGNED: BankBoston, N.A. As Rights Agent By:____________________________________ Authorized Officer Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Right Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ ________________________________________________________________________________ (Name, 2004address and social security or other identifying number of transferee) ___________________________________ (_______________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer said Rights on the books of the within-named Company with full power of substitution. YP CORP. ByDated:________________________ ____________________________________ (Signature) Signature Guaranteed: ------------------------------------ PresidentCERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. YP CORP. ALLAXXX XXXPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner owner, thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6December 8, 2004, as the same may be amended from time to time 2000 (the "Rights Agreement"), between YP Corp.Allaxxx Xxxporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyFleet Bank, N.A., formerly known as BankBoston N.A., a transfer agent, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City Boston time, on April 26the 10th anniversary of the date of the Rights Agreement (the "Expiration Date"), 2014 at the office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, in Canton, Massachussetts, one one-thousandth (1/1000th) of a fully paid non-assessable paid, nonassessable share of Series A Junior Participating Cumulative Preferred Stock, par value $0.001 .01 per share share, of the Company (the "Preferred StockShares"), of the Company at a purchase price of $36.50 per one one-thousandth (1/1000th) of a share of Preferred Stock equal to $55 (the "Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (Purchase Price and the number and kind of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereof) set forth aboveof each Right evidenced by this Right Certificate, and the Purchase Price as set forth above, are the Purchase Price and the number and Purchase Price kind of shares which may be so purchased as of April 26December 8, 2004, based on the Preferred Stock as constituted at such date2000. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share of Preferred Stock (or other securities or property) that shares which may be purchased upon the exercise of the Rights, and the number of Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Agent and are also available from the Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the stock transfer or corporate trust office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled entitle such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors to be at least equivalent in value) of $.01 .001 per Right or (which amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) such time as a Person becomes an Acquiring Person and (ii) may the Expiration Date. The Company may, but shall not be exchanged in whole or in part for shares of the Company's Common Stockrequired to, par value $0.001 per share, or shares issue fractions of Preferred Stock. No fractional shares Shares or distribute certificates which evidence fractions of Preferred Stock or Common Stock will be issued Shares upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions hereby. In lieu of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockissuing fractional shares, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof Company may elect to make a cash payment will be made, as provided in the Rights AgreementAgreement for fractions of a share other than one one-thousandth (1/1000th) of a share or any integral multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or Company, including, without limitation, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. of: ALLAXXX XXXPORATION By: ------------------------------------ President----------------------- Name: Davix X. Xxxxx Title: President and Chief Executive Officer Attest: ------------------------- Name: Title: Countersigned: Fleet Bank, N.A. as Rights Agent, By: ----------------------- Authorized Signatory 40 [On Reverse Side of Right Certificate] FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by this Right Certificate.)

Right Certificate. YP CORPVISTA INFORMATION SOLUTIONS, INC. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 624, 2004, as the same may be amended from time to time 2000 (the "Rights Agreement")) between VISTA Information Solutions, between YP Corp.Inc., a Nevada Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent Norwest Shareowner Services (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., p.m. (New York City time) on May 23, on April 26, 2014 2000 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, designated for such purposes, one one-thousandth hundredth of a fully paid non-assessable and nonassessable share of Series A Junior Participating R Preferred Stock, par value $0.001 per share Stock of the Company (the "Preferred Stock"), of the Company ) at a purchase price of $36.50 20.00 per one one-thousandth hundredth of a share of Preferred Stock share, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such dateAgreement. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. OCTEL COMMUNICATIONS CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Second Amended and Restated Rights Agreement, dated as of May 613, 2004, as the same may be amended from time to time 1997 (the "Rights Agreement"), between YP Corp., a Nevada corporation Octel Communications Corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent The First National Bank of Boston (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26May 13, 2014 2007 at the principal office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .001 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 100.00 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26May 13, 20041997, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the 37 rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6December 18, 2004, as the same may be amended from time to time 1996 (the "Rights Agreement"), between YP Corp.Chronimed Inc., a Nevada Minnesota corporation (the "Company"), and Registrar and Transfer CompanyNorwest Bank Minnesota, as Rights Agent National Association (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.5:00P.M., New York City Minneapolis time, on April 26December 18, 2014 2006 at the office or agency offices of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .01 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock 120 (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26December __, 20041996, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Agent and will be mailed without charge by the Company will mail or the Rights Agent to the holder of this Right Certificate a copy of certificate promptly following receipt by the Company or the Rights Agreement without charge after receipt Agent of a written request therefor. From and after the occurrence of a Section11(a)(ii) Event (as such term is defined in the Rights Agreement), any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate certificate (i) may may, but are not required to, be redeemed by the Company at a redemption price of $.01 per Right or Right, subject to adjustment as provided in the Rights Agreement, and (ii) may may, but are not required to, be exchanged by the Company in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ Presidentto

Right Certificate. YP CORPCERTIFICATE NO. This R-____________________ ____________________ RIGHTS NOT EXERCISABLE AFTER ____________________, 2007 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.0001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. M E R I T M E D I C A L S Y S T E M S , I N C . THIS RIGHT CERTIFICATE certifies that ___________________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6August _____, 2004, as the same may be amended from time to time 1997 (the "Rights Agreement"), between YP Corp.Merit Medical Systems, Inc., a Nevada Utah corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent Zions First National Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York Salt Lake City time, on April 26August _____, 2014 2007 at the principal office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, without par value $0.001 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 40 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26August _____, 20041997, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .0001 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredths of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as DATED: ____________________, ________ MERIT MEDICAL SYSTEMS, INC. By ------------------------------------ Its ----------------------------------- ATTEST: By -------------------------------- Its ------------------------------- Countersigned: ZIONS FIRST NATIONAL BANK By -------------------------------- Its ------------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED,______________________________________________________ hereby sells, assigns and transfers unto _______________________________________ Please insert social security or other identifying number: ------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________, 2004Attorney, to transfer the within Right Certificate on the books of the within- named Company, with full power of substitution. YP CORP. ByDATED: ------------------------------------ President_____________________, ________ ---------------------------------- Signature Signature Guaranteed: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved Signature Medallion Program), pursuant to SEC Rule 17Ad-15.

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6July , 2004, as the same may be amended from time to time 1986 (the "Rights Agreement")) between The Goodyear Tire & Rubber Company, between YP Corp., a Nevada an Ohio corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (Manufacturers Upon the "Rights Agent"), to purchase from the Company at any time after the Distribution Date occurrence of a Triggering Event (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26, 2014 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of if the Company at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Certificate Agreement), (and ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the number of one one-thousandths Rights Agreement, a transferee of a share person who, after such transfer, became an Acquiring Person, or an Affiliate or Associate of Preferred Stock that may be purchased upon exercise hereof) set forth abovean Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the Purchase Price set forth above, are the number and Purchase Price as occurrence of April 26, 2004, based on the Preferred Stock as constituted at such dateTriggering Event. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provision and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations limitation of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-above- mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one two-hundredths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ Presidentto

Right Certificate. YP CORPBRILLIANT DIGITAL ENTERTAINMENT, INC. This certifies that ____________________________ ---------------------------------, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6----------, 2004, as the same may be amended from time to time 1998 (the "Rights Agreement")) between Brilliant Digital Entertainment, between YP Corp.Inc., a Nevada Delaware corporation (the "Company"), and Registrar and U. S. Stock Transfer Company, Corporation as Rights Agent (the "Rights Agent"), unless the rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, p.m. Los Angeles time on April 262, 2014 2008, at the principal office or agency offices of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent or its successors as Rights Agent, one one-thousandth hundredth (1/100th) of a fully paid and non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), ) of the Company Company, at a cash purchase price of $36.50 15.00 per one one-thousandth hundredth (1/100th) of a share of Preferred Stock Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form form of Election election to Purchase purchase and the related certificate duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share fractional shares of Preferred Stock that which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26__________ __, 2004, ____ based on the shares of Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, and in certain circumstances may be exercised to purchase securities other than shares of Preferred Stock or securities of issuers other than the Company. If the Rights evidenced by this Rights Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder thereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency Rights Agent and are also available free of charge upon written request mailed to the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Agent at: U. S. Stock Transfer Corporation 0000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000-0000 This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company Board of Directors at a redemption price of $.01 .001 per Right (payable in cash or other consideration) appropriately adjusted as provided in the Rights Agreement at any time prior to the earlier to occur of (i) 10 days after a Stock Acquisition Date (as defined in the Rights Agreement), and (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockFinal Expiration Date. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth hundredths (1/100ths) of a share of Preferred Stockshare, which may, at the election of the Company, be evidenced by depository depositary receipts)) will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _________ __----------------, 2004------ BRILLIANT DIGITAL ENTERTAINMENT, INC. YP CORP. By: ------------------------------------ President------------------------------- By ------------------------------ Secretary Title:

Right Certificate. YP CORP. TARRANT APPAREL GROUP This certifies that ____________________________ _______, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6November 21, 2004, as the same may be amended from time to time 2003 (the "Rights Agreement"), ) between YP Corp.Tarrant Apparel Group, a Nevada California corporation (the "Company"), and Registrar and Transfer Computershare Trust Company, as Rights Agent (the "Rights Agent"), unless the rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m. Los Angeles time on December 12, New York City time2013, on April 26, 2014 at the principal office or agency offices of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent or its successors as Rights Agent, one one-thousandth (1/1000th) of a fully paid and non-assessable share of Series A Junior Participating B Preferred Stock, no par value $0.001 per share value, of the Company (the "Preferred Stock"), of the Company at a cash purchase price of $36.50 25.00 per one one-thousandth (1/1000th) of a share of Preferred Stock Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form form of Election election to Purchase purchase and the related certificate duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share fractional shares of Preferred Stock that which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26__________ __, 2004, ____ based on the shares of Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, and in certain circumstances may be exercised to purchase securities other than shares of Preferred Stock or securities of issuers other than the Company. If the Rights evidenced by this Rights Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder thereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency Rights Agent and are also available free of charge upon written request mailed to the Rights Agent. The Agent at: Computershare Trust Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate350 Indiana Street Suite 800 Xxxxxx, XX 00000 Xxxxxxxxx: Xxxx Xxxxx Xxxxxxxxate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company Board of Directors at a redemption price of $.01 .001 per Right (payable in cash or other consideration) appropriately adjusted as provided in the Rights Agreement at any time prior to the earlier to occur of (i) 10 days after a Stock Acquisition Date (as defined in the Rights Agreement), and (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockFinal Expiration Date. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth thousandths (1/1000ths) of a share of Preferred Stockshare, which may, at the election of the Company, be evidenced by depository depositary receipts)) will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ______________, ____ TARRANT APPAREL GROUP ______________________________ By: ____________________________ Secretary Title: Countersigned: Computershare Trust Company, as Rights Agent By: ____________________________ Title: By: ____________________________ Title: [On Reverse Side of Rights Certificate] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate) To: TARRANT APPAREL GROUP The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase one one-thousandth (1/1000th) of a share of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such securities be issued in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------------ OPTIONAL ELECTION TO EXERCISE WITHOUT PAYMENT OF CASH: With respect to the exercise of ______________ of the Rights specified above, the undersigned hereby elects to exercise such Rights without payment of cash and to receive a number of one one-thousandth (1/1000th) of a share of Preferred Stock or other securities having a value (as determined pursuant to the Rights Agreement) equal to the difference between (i) the value of the Preferred Stock or other securities that would have been issuable upon exercise thereof upon payment of the Purchase Price as provided in the Rights Agreement, and (ii) the amount of such Purchase Price. Dated: ____________________, ____ __, 2004. YP CORP. By___________________________ Signature Signature Guaranteed: ------------------------------------ PresidentThe undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Rights Agreement, Agreement dated as of May 6January 14, 2004, 2019 (as the same may be amended from time to time time, the “Rights Agreement”) between XXXX.XXX LIMITED (the "Rights Agreement"), between YP Corp.“Company”) and The Bank of New York Mellon, a Nevada corporation (the "Company"), and Registrar and Transfer CompanyNew York banking corporation, as Rights Agent (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.the close of business on January 13, New York City time, on April 26, 2014 2029 at the office or agency offices of the Rights Agent designated for such purpose, or of its successor successors as Rights Agent, one one-thousandth of a fully paid paid, non-assessable share of Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share Shares (the "“Preferred Stock"), Shares”) of the Company Company, at a purchase price of $36.50 200 per one one-thousandth of a share of Preferred Stock (the "Purchase “Exercise Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certification properly completed and duly executed, accompanied by a signature guarantee and such other documents as the Rights Agent may require. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Share which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Exercise Price per share set forth above, are the number and Purchase Exercise Price as of April 26January 14, 2004, 2019 based on the Preferred Stock Shares as constituted at such date. Upon the occurrence of a Section 11.1.2 Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person, or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person or an Associate or Affiliate of any such Acquiring Person or (c) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11.1.2 Event. As provided in the Rights Agreement, the Purchase Price, Exercise Price and the number of one one-thousandths thousandth of a share of Preferred Stock (Share or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have had entitled such holder to purchase. If this Right Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11.1.2 of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Right Certificate for shares of the Company’s Ordinary Shares or Preferred Shares at an exchange ratio (subject to adjustment) of one Ordinary Share or one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed terminated by the Board of Directors of the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stockits option. No The Company is not obligated to issue fractional shares of Preferred Stock or Common Stock will be issued share upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares, Ordinary Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ PresidentCorporate Seal

Right Certificate. YP CORP. THE LUBRIZOL CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement, Agreement dated as of May 6July 26, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement")) between The Lubrizol Corporation, between YP Corp., a Nevada an Ohio corporation (the "Company"), and Registrar and American Stock Transfer Company, as Rights Agent & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. (Cleveland, New York City Ohio time) on October 12, on April 26, 2014 2007 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, one in New York, New York or Cleveland, Ohio, one-thousandth half of a one fully paid non-assessable share of Series A Junior Participating Preferred Stocknonassessable Common Share, without par value $0.001 per share (the a "Preferred StockCommon Share"), ) of the Company Company, at a purchase price of $36.50 170 per one one-thousandth of a share of Preferred Stock whole Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April July 26, 20041999, based on the Preferred Stock Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Common Shares which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposein New York, New York or Cleveland, Ohio, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .05 per Right or (ii) may be exchanged in whole or in part for shares Right, payable, at the election of the Company's , in cash, Common Stock, par value $0.001 per share, Shares of the Company or shares such other consideration as may be determined by the Directors of Preferred Stockthe Company. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:_____________________ By:______________________ Name:____________________ Title:___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________ __, 2004. YP CORP. By____________________ Signature Signature Guaranteed: ------------------------------------ PresidentCertificate The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6October 14, 2004, as the same may be amended from time to time 1997 (the "Rights Agreement"), between YP Corp.Xxxxx International Inc., a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyXxxxxx Trust Company of New York, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26October 14, 2014 2007 (the "Final Expiration Date"), at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, in the City of New York, one one-thousandth hundredth of a fully paid non-assessable paid, nonassessable share of Series A B Junior Participating Preferred Stock, par value $0.001 1.00 per share share, of the Company (the "Preferred StockShares"), of the Company at a purchase price of $36.50 per one one-thousandth hundredth of a share of Preferred Stock equal to $55.00 (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (Purchase Price and the number and kind of one one-thousandths of a share of Preferred Stock shares that may be purchased upon exercise hereof) set forth aboveof each Right evidenced by this Right Certificate, and the Purchase Price as set forth above, are the Purchase Price and the number and Purchase Price kind of shares that may be purchased as of April 26October 14, 2004, based on the Preferred Stock as constituted at such date1997. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share of Preferred Stock (or other securities or property) shares that may be purchased upon the exercise of the Rights, and the number of Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or and agency of the Rights AgentAgent and are also available from the Company upon request. The Company will mail to If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of this any such Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor(including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors of the Company to be at least equivalent in value) of $.01 .001 per Right (which amount may be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the close of business on the tenth day following the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such and (ii) may be exchanged in whole the Final Expiration Date. From and after the time that any person becomes an Acquiring Person, the decision to redeem the Rights shall require the concurrence or in part for shares a majority of the Company's Common StockContinuing Directors (as defined in the Rights Agreement). The Company may, par value $0.001 per sharebut shall not be required to, issue fractions of a Preferred Share (other than one one-hundredth of a Preferred Share or shares any integral multiple thereof) or distribute certificates which evidence fractions of a Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued Share upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions hereby. In lieu of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockissuing fractional shares, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof Company may elect to make a cash payment will be made, as provided in the Rights AgreementAgreement for fractions of a share other than one one-hundredth of a share or any integral multiple thereof or to issue certificates or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed deemed, for any purpose purpose, the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or Company, including, without limitation, any right to vote for the election of directors or upon any other matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of: [CORPORATE SEAL] ATTEST: XXXXX INTERNATIONAL INC. By ---------------------------- ---------------------------- Name: Name: Title: Title: Countersigned: ---------------------------- By -------------------------- Authorized Signature [ON REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of _________ __transferee) this Right Certificate, 2004together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPDated: -------------------------- ---------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association recognized signature program. By: ------------------------------------ PresidentCertification of Status The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. YP CORP. EDMARK CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6, 2004, as the same may be amended from time to time November 29 1995 (the "Rights Agreement"), between YP Corp.Edmark Corporation, a Nevada Washington corporation (the "Company"), and Registrar and Transfer CompanyFirst Interstate Bank of Washington, N.A., as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.5 p.m., New York City time, on April 26November 29 2005 (the "Expiration Date"), 2014 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights AgentAgent (in Seattle, Washington), one one-thousandth of a fully paid non-assessable paid, nonassessable share of Series A Junior Participating Preferred Common Stock, no par value $0.001 per share (the "Preferred Stock")value, of the Company (the "Common Shares"), at a purchase price of share equal to $36.50 per one one-thousandth of a share of Preferred Stock 100 (the "Purchase Price")) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (Purchase Price and the number and kind of one one-thousandths of a share of Preferred Stock shares that may be purchased upon exercise hereof) of each Right evidenced by this Right Certificate, as set forth aboveforth, and are the Purchase Price set forth above, are and the number and Purchase Price kind of shares that may be so purchased as of April 26, 2004, based on the Preferred Stock as constituted at such dateNovember 29 1995. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share of Preferred Stock (or other securities or property) shares that may be purchased upon the exercise of the Rights, and the number of Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Purchase Price and the number and kind of shares that may be purchased upon the exercise of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein in this Right Certificate by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder under this Right Certificate of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Agent and are also available from the Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the 1principal stock transfer or corporate trust office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Company's Board of Directors to be at least equivalent in value) of $.01 .001 per Right or (which amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) such time as a Person (as defined in the Rights Agreement) becomes an Acquiring Person and (ii) may be exchanged the Expiration Date; provided, however, that for the 120-day period after any date of change (resulting from a proxy or consent solicitation) in whole or in part for shares a majority of the Company's Board of Directors in office at the commencement of such solicitation, the Rights may only be redeemed if (A) there are directors then in office who were in office at the commencement of such solicitation and (B) the Company's Board of Directors, with the concurrence of a majority of such directors then in office, determines that such redemption is, in its judgment, in the best interests of the Company and its shareholders. The Company may, but shall not be required to, issue fractions of Common Stock, par value $0.001 per share, Shares or shares distribute certificates that evidence fractions of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued Shares upon the exercise or exchange of any Right or Rights evidenced hereby (other than hereby. In lieu of issuing fractional shares, the Company may elect to make a cash payment as provided in the Rights Agreement for fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by or to issue certificates or utilize a depository receipts), but in lieu thereof a cash payment will be made, arrangement as provided in the terms of the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Common Shares or of any other securities of the Company that may at any time be issuable on the exercise of the Right or exchange hereofRights evidenced by this Right Certificate, nor shall anything contained in the Rights Agreement or herein in this Right Certificate be construed to confer upon the holder hereof, as such, any may of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (shareholder except as provided in the Rights Agreement) , or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. This certifies that ____________________________ that, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6April 22, 2004, as the same may be amended from time to time 2024 (the "“Rights Agreement"”), between YP Corp.Cosmos Health Inc., a Nevada corporation (the "Company"”), and Registrar and Transfer CompanyGlobex Transfer, LLC, as Rights Agent (the "“Rights Agent"”), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date Separation Time (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.the Expiration Time (as defined in the Rights Agreement), New York City time, on April 26, 2014 at the office or agency of the Rights Agent or its successors as Rights Agent designated for such purpose, or of its successor as Rights Agent, in one one-thousandth right of a fully paid non-assessable paid, nonassessable share of Series A Junior Participating Preferred Common Stock, par value $0.001 per share (the "Preferred Stock")share, of the Company (the “Shares”), at a purchase price of $36.50 0.001 per one one-thousandth of a share of Preferred Stock (the "“Purchase Price")”) payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number portion of Rights evidenced by this Rights Certificate (the legend in brackets shall be inserted only if applicable. The Purchase Price and the number and kind of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereof) set forth aboveof each Right evidenced by this Right Certificate, and the Purchase Price as set forth above, are the Purchase Price and the number and Purchase Price kind of shares which may be so purchased as of April 2619, 2004, based on the Preferred Stock as constituted at such date2029. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share of Preferred Stock (or other securities or property) that shares which may be purchased upon the exercise of the Rights, and the number of Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of the Separation Time or the Stock Acquisition Date (as such terns are defined in the Rights Agreement) beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall, under certain circumstances, become null and void and the holder of any such Right (including any subsequent holder) shall not have any right to exercise any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of available from the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, cash or shares of Preferred Stock. No fractional shares of Preferred Common Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may deemed by the Board of Directors to be at any time least equivalent in value) of $0.001 per Right (which amount shall be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed subject to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except adjustment as provided in the Rights Agreement) or at any time prior to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ Presidentearliest of:

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6February 19, 2004, 1999 (as the same may be amended from time to time (time, the "Rights Agreement"), between YP Corp.Texas Utilities Company, a Nevada Texas corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent The Bank of New York (the "Rights Agent"), to purchase purchase, subject to any required regulatory approval, from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26February 28, 2014 2009 (subject to earlier redemption or exchange of the Rights by the Company, as set forth in the Rights Agreement), at the shareholders services office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable nonassessable share of Series A Junior Participating Preferred Preference Stock, par value $0.001 25 per share share, (the "Preferred Preference Stock"), of the Company Company, at a purchase price of $36.50 150 per one one-thousandth hundredth of a share of Preferred Preference Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Preference Stock that which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26[___________, 2004___], based on the Preferred shares of Preference Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number or amount of one one-thousandths of a share of Preferred Stock (securities or other securities or property) that assets which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at either the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Preference Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed or exchanged by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock securities will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred Stocksuch security, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Preference Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [_________ ______, 2004. YP CORP. By: ------------------------------------ President19___].

Right Certificate. YP CORP. This certifies that [__________] This certifies that [__________________ ], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6December 1, 2004, as the same may be amended from time to time 2004 (the "Rights Agreement"), between YP Corp.COVANSYS CORPORATION, a Nevada Michigan corporation (the "Company"), and Registrar and Transfer EquiServe Trust Company, as Rights Agent N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City time, on April 26November 1, 2014 at the principal office or agency of the Rights Agent designated for such purposeAgent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A B Junior Participating Preferred StockStock of the Company, without par value $0.001 per share (the "Preferred StockShares"), of the Company at a purchase price of $36.50 11.00 per one one-thousandth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26November 1, 2004, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged exchanged, in whole or in part part, for Preferred Shares or shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in in, lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [_____], 2004. COVANSYS CORPORATION By: _________________________ Name: Title: COUNTERSIGNED: By _______________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, 2004together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPDated: _______________________ Signature __________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ByCertificate The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated: ------------------------------------ President____________________________ Signature ____________________________ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.

Right Certificate. YP CORP. In Focus Systems, Inc. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6July 16, 2004, 1997 as the same may be amended from time to time (the "Rights Agreement"), between YP Corp.In Focus Systems, a Nevada Inc., an Oregon corporation (the "Company"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. California time on July 16, New York City time2007, on April 26, 2014 at the office or agency offices of the Rights Agent Agent, or its successors as Rights Agent, designated for such purpose, or of its successor as Rights Agent, one one-thousandth half of a one fully paid non-assessable share of Series A Junior Participating Preferred Stockpaid, par value $0.001 per nonassessable common share (the "Preferred StockCommon Shares"), ) of the Company Company, at a purchase price of $36.50 130.00 per one one-thousandth of a share of Preferred Stock whole Common Share, subject to adjustment (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Common Shares which may be purchased upon exercise hereofthereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26July 31, 2004, 1997 based on the Preferred Stock Common Shares as constituted at such date. Capitalized terms used in this Right Certificate without definition shall have the meanings ascribed to them in the Agreement. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Common Shares which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Board of Directors may, at its option, (i) redeem the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right at any time prior to the close of business on the tenth day after the Shares Acquisition Date or (ii) may be exchanged exchange Common Shares for the Rights evidenced by this Certificate, in whole or in part for shares part. The period during which redemption of the Rights is permitted may be extended by the Board of Directors of the Company's Common Stock, par value $0.001 per sharebut such an extension shall require the concurrence of a majority of the Continuing Directors. Under certain circumstances set forth in the Rights Agreement, or shares the decision to redeem shall require the concurrence of Preferred Stocka majority of the Continuing Directors. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Common Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. This Right Certificate shall not be valid or obligatory binding for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________. Attest: IN FOCUS SYSTEMS, INC. By ______________________ By _________________________________ Title: Title: Countersigned: ChaseMellon Shareholder Services, L.L.C., as Rights Agent By_____________________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto__________________________________ __________________________________________________________________________ __________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, 2004together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPDated: _______________ --------------------------------------------- Signature Signature Guaranteed: -------------------------- Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. By: ------------------------------------ President-------------------------------------------------------------------------------- The undersigned hereby certifies that:

Right Certificate. YP CORPPRESIDENT CASINOS, INC. This certifies that ____________________________ __, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6November 20, 2004, as the same may be amended from time to time 1997 (the "Rights Agreement"), between YP Corp.President Casinos, Inc., a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. (St. Louis time) on December 7, New York City time, on April 26, 2014 2007 (the "Final Expiration Date") at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable paid, nonassessable share of the Series A Junior Participating Preferred Stock, $0.01 par value $0.001 per share (the "Preferred Stock"), of the Company Company, at a purchase price of $36.50 _________ per one one-thousandth hundredth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase on the reverse side hereof duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereofof each Right) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004__________________,______, based on the shares of Preferred Stock of the Company as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of each of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent, the Company, and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. The Meridian Resource Corporation This certifies that ____________________________ ______, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 65, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement"), between YP Corp.The Meridian Resource Corporation, a Nevada Texas corporation (the "Company"), and Registrar and American Stock Transfer Company, as Rights Agent & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.the close of business (as defined in the Rights Agreement) on May 5, New York City time2009, on April 26, 2014 at the office or agency principal offices of the Rights Agent designated for such purposeAgent, or at the offices of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable interest in one share of Series A Junior Participating B Preferred Stock, par value $0.001 1.00 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 _______ per one one-thousandth of interest in a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of thousandth interests in a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26May 5, 20041999, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of thousandth interests in a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of interests in Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .001 per Right payable in cash, Preferred Shares or other consideration or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $0.001 .01 per share, or shares of Preferred Stock. No fractional shares of interests in Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that fractional interests which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ _________, 2004____. YP CORPTHE MERIDIAN RESOURCE CORPORATION By__________________________________ Countersigned: ____________________________________ By__________________________________ Authorized Signature B-2 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby (Please print name and address of transferee) sells, assigns and transfers unto___ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ByDated: ------------------------------------ President_______________ ,_____. ___________________________________ Signature Signature Guarantee: Signatures must be guaranteed by an "eligible guarantor institution" (such as a bank, stockbroker, credit union or savings association) pursuant to Rule 17Ad-15 of the Rules and Regulations of the Securities Exchange Act of 1934. ================================================================================ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and that after due inquiry and to the best of the knowledge of the undersigned, it did not acquire the Rights evidenced by this Rights Certificate for any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of such Person. ___________________________________ Signature ================================================================================ FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.)

Right Certificate. YP CORP. CIVIC BANCORP This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6November 8, 2004, as the same may be amended from time to time 1996 (the "Rights Agreement"), between YP Corp.Civic BanCorp, a Nevada California corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent ChaseMellon Shareholder Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City San Francisco time, on April 26October 31, 2014 2006 at the principal office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share Stock (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 35.00 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths one- hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26November 8, 20041996, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 .001 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, no par value $0.001 per share, or shares of Preferred Stockvalue. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, ______. ATTEST: CIVIC BANCORP _________________________________ By _________________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES LLC By _______________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________________________ hereby sells, assigns and transfers unto ___________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, 2004together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPDated: ____________, 19__. By___________________________________ Signature Signature Guaranteed: ------------------------------------ PresidentSignatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

Right Certificate. YP CORP. This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6, 2004, as the same may be amended from time to time (the "Rights Agreement"), between YP Corp., a Nevada corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26, 2014 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Company at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent, the Company, and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President------------------------------- President ATTEST: ------------------------------ Secretary Countersigned: REGISTRAR AND TRANSFER COMPANY, as Rights Agent By ---------------------------------- Name: --------------------------- Title: -------------------------- B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ _________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________ Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate)

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6September 10, 2004, 1998 (as the same may be amended from time to time (time, the "Rights Agreement"), between YP Corp.IDACORP, a Nevada Inc., an Idaho corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent The Bank of New York (the "Rights Agent"), to purchase purchase, subject to any required regulatory approval, from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26September 10, 2014 2008 (subject to earlier redemption or exchange of the Rights by the Company, as set forth in the Rights Agreement), at the shareholders services office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable nonassessable share of A Series A Junior Participating Preferred Stock, without par value $0.001 per share value, (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 95 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26[___________, 2004___], based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number or amount of one one-thousandths of a share of Preferred Stock (securities or other securities or property) that assets which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at either the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed or exchanged by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock securities will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred Stocksuch security, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [______________, 19___]. ATTEST: IDACORP, Inc. _______________________ By: ________________________ Countersigned: By: ______________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto _________________ ---------------------------------------------------------- (Please print name and address of transferee) ---------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________________, 200419___ ----------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. YP CORP. By: ------------------------------------ PresidentCertificate ----------- The undersigned hereby certifies, for the benefit of the Company and other holders of Rights, by checking the appropriate boxes, that:

Right Certificate. YP CORP. Hallwood Energy Corporation This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6__________ __, 20041999, as the same may be amended from time to time (the "Rights Agreement"), between YP Corp.Hallwood Energy Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City Dallas, Texas time, on April 26__________, 2014 2009 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .10 per share (the "Preferred Stock"), of the Company at a purchase price of $36.50 40.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26__________ __, 20041999, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that may be purchased upon the exercise of the Rights, Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 .02 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. HALLWOOD ENERGY CORPORATION By: ------------------------------------ President------------------------------ Name: Willxxx X. Xxxxxxxx Title: President ATTEST: ------------------------------ [Title] Countersigned: REGISTRAR AND TRANSFER COMPANY, AS RIGHTS AGENT By: ---------------------------------------------- Name: -------------------------------------------- Title: -------------------------------------------

Right Certificate. YP CORP. This certifies that [__________] This certifies that [__________________ ], or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6[_____], 2004, as the same may be amended from time to time 2004 (the "Rights Agreement"), between YP Corp.COVANSYS CORPORATION, a Nevada Michigan corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent [_____] (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City time, on April 26[_____], 2014 at the principal office or agency of the Rights Agent designated for such purposeAgent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A B Junior Participating Preferred StockStock of the Company, without par value $0.001 per share (the "Preferred StockShares"), of the Company at a purchase price of $36.50 [____] per one one-thousandth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26[_____], 2004, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged exchanged, in whole or in part part, for Preferred Shares or shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in in, lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [_____], 2004. COVANSYS CORPORATION By: _______________________ Name: Title: COUNTERSIGNED: By __, 2004. YP CORP. By________________________ Name: ------------------------------------ PresidentTitle: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

Right Certificate. YP CORP. This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6April 2, 2004, as the same may be amended from time to time 2001 (the "Rights Agreement"), ) between YP Corp.Agile Software Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent Fleet National Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., p.m. (New York City time, ) on April 262, 2014 2011 at the principal office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, designated for such purposes, one one-one- thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share Stock of the Company (the "Preferred Stock"), of the Company ) at a purchase price of $36.50 120.00 per one one-one- thousandth of a share of Preferred Stock Stock, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such dateAgreement. 1 As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share shares of Preferred Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail are available upon written request to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Flip-In Event (as such term is defined in the Rights Agreement) or (ii) the Expiration Date (as such term is defined in the Rights Agreement), the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right Right. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Flip-In Event, exchange all or (ii) may be exchanged in whole or in part of the Rights evidenced by this Certificate for shares of the Company's Common Stock, par value $0.001 per share, Stock or for Preferred Stock (or shares of a class or series of the Company's preferred stock having the same rights, privileges and preferences as the Preferred Stock). In the event (i) any person or group becomes an Acquiring Person or (ii) any of the types of transactions, acquisitions or other events described above as self-dealing transactions occur, and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board may require all or any portion of the outstanding Rights (other than Rights owned by such Acquiring Person which have become void) to be exchanged for Common Stock on a pro rata basis, at an exchange ratio of one share of Common Stock or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred Stock, which may, at the election option of the Company, be evidenced by depository depositary receipts), but and no fractional shares of Common Stock will be issued upon the exchange of any Right or Rights evidenced hereby, and in lieu thereof a cash payment will be madethereof, as provided in the Rights Agreement, fractions of shares of Preferred Stock or Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Preferred Stock or Common Stock, as the case may be. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for in the election of directors directors, or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ _______, 2004. YP CORP. By: ------------------------------------ President20__.

Right Certificate. YP CORP. AIRNET COMMUNICATIONS CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6January 9, 2004, as the same may be amended from time to time 2001 (the "Rights Agreement"), between YP Corp.AirNet Communications Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Continental Stock Transfer Company, as Rights Agent & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City Melbourne, Florida time, on April 26January 9, 2014 2011, at the principal office of the Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 0.01 per share (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 80.00 per one one-thousandth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the certification and the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004_______________, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at the Company's option, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 0.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, ____. Attest: AIRNET COMMUNICATIONS CORPORATION By: ----------------------------------------- Countersigned: Title: -------------------------------------- ---------------------------------- Rights Agent By: ------------------------------- Authorized Signature B-2 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto ____________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________, Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________ ___, 2004_____ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. YP CORPThe undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). BySignature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To AIRNET COMMUNICATIONS CORPORATION: ------------------------------------ PresidentThe undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: _____________ ___, _____ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Right Certificate. YP CORPW. GRAINGER, INC. This certifies that that, ____________________________ , or registered assignsregxxxxxxx xxxxgns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6April 28, 2004, as the same may be amended from time to time 1999 (the "Rights Agreement"), between YP Corp.W.W. Grainger, a Nevada Inc., an Illinois corporation (the "Company"), and Registrar and Transfer CompanyBankBostxx, as Rights Agent X.X. (the xxe "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 26May 15, 2014 2009 at the office or agency of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth hundredth of a fully paid paid, non-assessable share of Series A A-1999 Junior Participating Preferred Stock, par value $0.001 per share 5.00 (the "Preferred StockShares"), of the Company Company, at a purchase price of $36.50 250 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredth of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004___________, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredth of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, as the same may be amended from time to time, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right or Right, (ii) entitled the holder to purchase the number of shares of common stock, par value $.50 ("Common Shares"), of the Company and/or under certain circumstances the number of Preferred Shares, cash, other property or other securities with a value of twice the exercise price, or (iii) may be exchanged exchanged, in whole or in part part, by the Company at its option for shares the number of Preferred Shares, Common Shares or other securities, with a market value equal to fifty percent (50%) of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stockfair market value. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts)hereby, but in lieu thereof depositary receipts for such fractional Preferred Shares will be issued or a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. VIAD CORP This certifies that that____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 6February 28, 2004, as the same may be amended from time to time 2002 (the "Rights Agreement"), between YP Corp.Viad Corp, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyWells Fargo Bank Minnesota, as Rights Agent N.A. (the "Rights Agent"), to purchase from the frxx xxe Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City St. Paul, Minnesota time, on April 26February 28, 2014 2012 at the principal office of xxx Rights Agent, or at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 .01 per share share, of the Company (the "Preferred StockShares"), of the Company at a purchase price of $36.50 100 per one one-thousandth hundredth of a share of Preferred Stock Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths hundredths of a share of Preferred Stock that Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26February 28, 20042002, based on the Preferred Stock Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths hundredths of a share of Preferred Stock (or other securities or property) that Share which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency offices of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Common Stock, par value $0.001 1.50 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that which are integral multiples of one one-thousandth hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depository depositary receipts), but but, in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP ATTEST: VIAD CORP. By: ------------------------------------ President

Right Certificate. YP CORP. SUREWEST COMMUNICATIONS This certifies that ____________________________ ___, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, originally dated as of May 6March 12, 20041998, as amended and restated as of March 10, 2008 (as amended and restated, the same may be amended from time to time (the "“Rights Agreement"”), between YP Corp.SUREWEST COMMUNICATIONS, a Nevada California corporation formerly known as Roseville Communications Company (the "“Company"”), and Registrar and Transfer Company, as Rights Agent AMERICAN STOCK TRANSFER & TRUST COMPANY (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.P.M. (San Francisco time) on March 10, New York City time, on April 26, 2014 2018 at the office or agency of the Rights Agent designated for such purposeAgent, or of its successor successors as Rights Agent, designated for such purposes, one one-thousandth of a fully paid non-assessable and nonassessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), Common Stock of the Company (“Common Stock”) at a purchase price of $36.50 90.00 per one one-thousandth of a share of Preferred Stock share, as the same may from time to time be adjusted in accordance with the Rights Agreement (the "“Purchase Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths shares of a share of Preferred Common Stock (or other securities or property) that which may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Common Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided in the Rights Agreement. This Right Certificate is subject to all of the terms, provisions, covenants and conditions restrictions of the Rights Agreement, which terms, provisions, covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of record of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request thereforCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Common Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the occurrence of a Stock Acquisition Date (as such term is defined in the Rights Agreement) or (ii) the Final Expiration Date, the Rights evidenced by this title Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 0.01 per Right or (ii) may be exchanged by the Company at its option in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred Stock. No fractional shares of Preferred Stock or Common Stock will shall be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depository receipts), but and in lieu thereof a cash payment will be made, as provided in the Rights Agreement, fractions of shares of Common Stock shall receive an amount in cash equal to the same fraction of the then Current Market Price (as such term is defined in the Rights Agreement) of a share of Common Stock. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Stock or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, as any of the rights of a stockholder shareholder of the Company or any right to vote for in the election of directors directors; or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, action or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided other than certain actions specified in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 2004. YP CORP. By: ------------------------------------ President.

Right Certificate. YP CORP. XXXXXXXXX DOWNS INCORPORATED This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, Agreement dated as of May 6March 19, 2004, as the same may be amended from time to time 1998 (the "Rights Agreement"), between YP Corp.Xxxxxxxxx Xxxxx Incorporated, a Nevada Kentucky corporation (the "Company"), and Registrar and Transfer CompanyBank of Louisville, a Kentucky banking corporation, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed or mandatorily exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.p.m., New York City Louisville, Kentucky time, on April 26, 2014 at the office or agency 10th anniversary of the date of the Rights Agent designated for such purposeAgreement (the "Expiration Date"), at the principal office of the Rights Agent, or of its successor successors as Rights Agent, one in Louisville, Kentucky, one-thousandth (1/1,000) of a fully paid non-assessable paid, nonassessable share of Series A Junior Participating 1998 Preferred Stock, without par value $0.001 per share value, of the Company (the "Preferred StockShares"), of the Company at a purchase price of $36.50 per one one-thousandth (1/1,000) of a share of Preferred Stock equal to $80.00, (the "Purchase Price"), payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (Purchase Price and the number and kind of one one-thousandths of a share of Preferred Stock that shares which may be purchased upon exercise hereof) set forth aboveof each Right evidenced by this Right Certificate, and the Purchase Price as set forth above, are the Purchase Price and the number and Purchase Price kind of shares which may be so purchased as of April 26March 19, 2004, based on the Preferred Stock as constituted at such date1998. As provided in the Rights Agreement, the Purchase Price, Price and the number and kind of one one-thousandths of a share of Preferred Stock (or other securities or property) that shares which may be purchased upon the exercise of the Rights, and the number of Rights each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof hereof, and reference to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Agent and are also available from the Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a upon written request thereforrequest. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office or agency of the Rights Agent designated for such purposeAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors to be at least equivalent in value) of $.01 per Right (which amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (a) the tenth Business Day (as such term is defined in the Rights Agreement) (or (ii) such later date as may be exchanged in whole or in part for shares determined by the Board of Directors of the Company's Common Stock) after such time as a Person becomes an Acquiring Person and (b) the Expiration Date. The Company may, par value $0.001 per sharebut shall not be required to, or shares issue fractions of Preferred Stock. No fractional shares Shares or distribute certificates which evidence fractions of Preferred Stock or Common Stock will be issued Shares upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions hereby. In lieu of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stockissuing fractional shares, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof Company may elect to make a cash payment will be made, as provided in the Rights AgreementAgreement for fractions of a share other than one- thousandth (1/1,000) of a share or any integral multiple thereof or to issue certificates or to utilize a depositary arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Shares or of any other securities of the Company that which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or Company, including, without limitation, any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement) ), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ______________ XXXXXXXXX XXXXX INCORPORATED By:_________________________ Name:_______________________ Title:______________________ Attest: ______________________________ Name:_________________________ Title:________________________ Countersigned: BANK OF LOUISVILLE, 2004. YP CORP. as Rights Agent By: ------------------------------------ President:_________________________ Authorized Officer [On Reverse Side of Right Certificate] FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by this Right Certificate.)

Right Certificate. YP CORP. THE VALSPAR CORPORATION This certifies that ____________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of May 61, 2004, as the same may be amended from time to time 2000 (the "Rights Agreement"), between YP Corp.The Valspar Corporation, a Nevada Delaware corporation (the "Company"), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City timeon May 11, on April 262010, 2014 at the office or agency offices of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stockpaid, nonassessable common share, par value $0.001 per share .50 (the a "Preferred StockCommon Share"), of the Company Company, at a purchase price of $36.50 per one one-thousandth of a share of Preferred Stock 140.00 (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Right Certificate (and the number of one one-thousandths of a share of Preferred Stock Common Shares that may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 26, 2004the __________, based on the Preferred Stock Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price, Price and the number of one one-thousandths of a share of Preferred Stock (or other securities or property) Common Shares that may be purchased upon the exercise of the Rights, and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties, duties and immunities hereunder of the Rights Agent, the Company, Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the above-mentioned office or agency offices of the Rights Agent. The Agent designated for such purpose and will be mailed without charge by the Company will mail or the Rights Agent to the holder of this Right Certificate a copy of certificate promptly following receipt by the Company or the Rights Agreement without charge after receipt Agent of a written request therefor. From and after the date that any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights thereafter shall have no right to exercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate certificate (i) may may, but are not required to, be redeemed by the Company at a redemption price of $.01 .001 per Right or Right, subject to adjustment as provided in the Rights Agreement, and (ii) may may, but are not required to, be exchanged by the Company in whole or in part for shares of the Company's Common Stock, par value $0.001 per share, or shares of Preferred StockShares. No fractional shares of Preferred Stock or Common Stock Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock Common Shares or of any other securities of the Company that may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) ), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [SIGNATURE PAGE FOLLOWS] WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as of Dated: ______________ THE VALSPAR CORPORATION By: -------------------------------------- Name: ----------------------------------- Title: ----------------------------------- Countersigned for purposes of authentication only: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: --------------------------------- Authorized Signature A-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, _____________________ hereby sells, 2004assigns and transfers unto ________________________ (PRINT NAME OF TRANSFEREE) ___________________________ (PRINT ADDRESS OF TRANSFEREE) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. YP CORPPlease insert social security number taxpayer identification number or other identifying number: ____________________________________________ Dated: ____________________ Signature Guaranteed: _________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. ByFORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: ------------------------------------ PresidentTHE VALSPAR CORPORATION The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: ____________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, taxpayer identification or other identifying number: ___________________________________________________ (Please print name and address) Dated: __________________ Signature Signature Guaranteed: _________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. EXHIBIT B THE VALSPAR CORPORATION SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On April 19, 2000, the Board of Directors of The Valspar Corporation (the "Company"), declared a dividend of one common share purchase right (a "Right") for each outstanding common share, $.50 par value (a "Common Share"), of the Company. The dividend is payable to shareholders of record on May 11, 2000 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one Common Share at a price of $140.00 per share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of May 1, 2000 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a distribution date (a "Distribution Date") for the Rights will occur, upon the earlier of: (i) the 10th day following the first date of public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" (i.e., has become, subject to certain exceptions, the beneficial owner of 15% or more of the outstanding Common Shares (other than as a result of a Permitted Offer)) and (ii) the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person.