Exhibit 4.2


                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT


     THIS  AMENDMENT  NO.  1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
May  31,  2004,  is  between YP Corp., a Nevada corporation (the "Company"), and
Registrar and Transfer Company, as rights agent (the "Rights Agent").

     WHEREAS,  the  Company  and  the  Rights  Agent  are  parties  to  a Rights
Agreement, dated as of May 6, 2004 (the "Rights Agreement"); and

     WHEREAS,  pursuant  to  Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1.     Amendment  of  Section  1(k).
            -----------------------------

          Section  1(k)  of  the Rights Agreement is amended by replacing clause
(ii)  thereof  with  the  following:

          "(ii) Frank J. Husic, for so long as such Person, together with any of
          his Affiliates and Associates, shall be the Beneficial Owner of 15% or
          more,  but  not  more  than  25%,  of  the shares of Common Stock then
          outstanding,  provided  that  such Persons shall cease to be an Exempt
          Person  at  such  time  when  such  Person,  together  with any of his
          Affiliates  and  Associates,  (A) shall become the Beneficial Owner of
          less  than  15%  of the shares of Common Stock then outstanding or (B)
          shall commerce or publicly announce the intention to commence a tender
          or  exchange  offer  the  consummation  of  which would result in such
          Persons  becoming  the  Beneficial  Owner  of  shares  of Common Stock
          aggregating  more  than  25%  of  the  Common Stock then outstanding."

     2.     Effectiveness.
            --------------

     This  Amendment shall be deemed effective as of May 31, 2004 as if executed
by  both  parties  hereto  on  such  date.  Except as amended hereby, the Rights
Agreement  shall  remain  in  full  force  and  effect  and  shall  be otherwise
unaffected  hereby.

     3.     Miscellaneous.
            --------------

     This  Amendment shall be deemed to be a contract made under the laws of the
State  of  Nevada  and  for  all  purposes shall be governed by and construed in
accordance  with  the  laws of such state applicable to contracts to be made and
performed  entirely  within  such  state.  This Amendment may be executed in any
number  of  counterparts,  each  of  such  counterparts  shall  for


<PAGE>
all  purposes  be  deemed  to  be  an  original, and all such counterparts shall
together  constitute  but  one  and the same instrument. If any term, provision,
covenant  or  restriction  of  this  Amendment  is  held by a court of competent
jurisdiction  or  other  authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall  remain in full force and effect and shall in no way be affected, impaired
or  invalidated.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
duly executed as of the date set forth above.


                                      YP CORP.


                                      By: /s/ Peter Bergmann
                                         ---------------------------------------
                                      Name: Peter Bergmann
                                      Title: Chief Executive Officer



                                      REGISTRAR AND TRANSFER COMPANY


                                      By:  /s/ William P. Tatler
                                         ---------------------------------------
                                      Name: William P. Tatler
                                      Title: Vice President


<PAGE>