FIRST BUSINESS
FINANCIAL SERVICES, INC. 






and 



COMPUTERSHARE TRUST
COMPANY, N.A. 



Rights Agent 



     _________________ 



RIGHTS AGREEMENT 



Dated as of June 5,
2008 












TABLE OF CONTENTS 



	1. 	Certain Definitions 	  1 
	
2. 	Appointment of Rights Agent 	  3 
	
3. 	Issue of Right Certificates 	  3 
	
4. 	Form of Right Certificates 	  5 
	
5. 	Countersignature and Registration 	  5 
	
6. 	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen 
	 	Right Certificates 	  6 
	
7. 	Exercise of Rights; Purchase Price; Expiration Date of Rights 	  7 
	
8. 	Cancellation and Destruction of Right Certificates 	  8 
	
9. 	Reservation and Availability of Common Shares 	  8 
	
10. 	Common Shares Record Date 	  9 
	
11. 	Adjustment of Purchase Price, Number of Shares or Number of Rights 	  9 
	
12. 	Certificate of Adjusted Purchase Price or Number of Shares 	15 
	
13. 	Consolidation, Merger, Share Exchange or Sale or Transfer of Assets or Earning Power 	15 
	
14. 	Fractional Rights and Fractional Shares 	18 
	
15. 	Rights of Action 	18 
	
16. 	Agreement of Right Holders 	19 
	
17. 	Right Certificate Holder Not Deemed a Shareholder 	19 
	
18. 	Concerning the Rights Agent 	20 
	
19. 	Merger or Consolidation or Change of Name of Rights Agent 	20 
	
20. 	Duties of Rights Agent 	21 
	
21. 	Change of Rights Agent 	22 
	
22. 	Issuance of New Right Certificates 	23 
	
23. 	Redemption 	23 




-i- 











	 	 	 
	
24. 	Exchange 	24 
	
25. 	Notice of Certain Events 	25 
	
26. 	Notices 	26 
	
27. 	Supplements and Amendments 	26 
	
28. 	Determinations and Actions by the Board of Directors 	27 
	
29. 	Successors 	28 
	
30. 	Benefits of this Agreement 	28 
	
31. 	Severability 	28 
	
32. 	Governing Law 	28 
	
33. 	Counterparts 	28 
	
34. 	Descriptive Headings 	28 
	
35. 	Force Majeure 	29 









Exhibit A — Form of
Right Certificate 



Exhibit B — Summary of
Common Share Purchase Rights 









-ii- 










RIGHTS AGREEMENT 



        THIS
AGREEMENT, dated as of June 5, 2008, between FIRST BUSINESS FINANCIAL SERVICES,
INC., a Wisconsin corporation (the “Company”), and COMPUTERSHARE TRUST
COMPANY, N.A., a national banking association (the “Rights Agent”). 



        WHEREAS,
the Board of Directors of the Company has authorized and declared a dividend of one common
share purchase right (a “Right”) for each Common Share (as hereinafter defined)
of the Company outstanding upon the close of business on June 19, 2008 (the “Record
Date”) payable upon the close of business on July 3, 2008 (the “Payment
Date”), and has authorized and directed the issuance of one Right with respect to
each Common Share that shall become outstanding between the Record Date and the earliest
of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms
are hereinafter defined), each Right representing the right to purchase one-half of one
Common Share of the Company upon the terms and subject to the conditions hereinafter set
forth; 



        NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereby agree as follows: 



    1.       Certain
Definitions. For purposes of this Agreement, the following           terms have
the meanings indicated:  



        (a)              “Acquiring
Person” shall mean any Person (as such term is hereinafter           defined) who or
which, together with all Affiliates and Associates (as such           terms are
hereinafter defined) of such Person, shall be the Beneficial Owner (as           such
term is hereinafter defined) of 15% or more of the Common           Shares
of the Company then outstanding, but shall not include the Company, any
          Subsidiary (as such term is hereinafter defined) of the Company, any employee
          benefit plan of the Company or any Subsidiary of the Company, any entity
holding           Common Shares for or pursuant to the terms of any such plan, or any
trustee,           administrator or fiduciary of such a plan. Notwithstanding the
foregoing, (i) no Person who, at the close of business on the date hereof, shall be the Beneficial Owner of 15% or more of the
Common Shares of the Company then outstanding shall be deemed an “Acquiring Person”; provided, however, that if a
Person is, at the close of business on the date hereof, the Beneficial Owner of 15% or more of the Common Shares
of the Company then outstanding and shall thereafter become the Beneficial Owner of additional Common Shares of
the Company at any time that the Person is or thereby becomes the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding (other than Common Shares acquired solely as a result of corporate action
of the Company not caused, directly or indirectly, by such Person), then such Person shall be deemed to be an
“Acquiring Person”; and (ii) no           Person shall become an “Acquiring Person” as a result
of an           acquisition of Common Shares by the Company which, by reducing the number
of           shares outstanding, increases the proportionate number of shares
beneficially           owned by such Person to 15% or more of the Common Shares of the
Company then           outstanding; provided, however, that if a Person would, but
for the           foregoing, become an Acquiring Person by reason of share purchases by
the           Company and shall, after such share purchases by the Company, become the
          Beneficial Owner of any additional Common Shares of the Company at any time
that           the Person is or thereby becomes the Beneficial Owner of 15% or more of
the           Common Shares of the Company then outstanding (other than Common Shares
acquired           solely as a result of corporate action of the Company not caused,
directly or           indirectly, by such Person), then such Person shall be deemed to be
an           “Acquiring Person”. Notwithstanding the foregoing, if the Board of
          Directors of the Company determines in good faith that a Person who would
          otherwise be an “Acquiring Person”, as defined pursuant to the
          foregoing provisions of this Section 1(a), has become such inadvertently, and
          such Person divests as promptly as practicable a sufficient number of Common
          Shares so that such Person would no longer be an “Acquiring Person,”          as
defined pursuant to the foregoing provisions of this Section 1(a), then
          such Person shall not be deemed to be an “Acquiring Person” for any
          purposes of this Agreement.  











        (b)              “Affiliate” and
“Associate” shall have the respective           meanings ascribed to such terms
in Rule 12b-2 of the General Rules and           Regulations under the Securities
Exchange Act of 1934, as amended (the           “Exchange Act”), as in effect
on the date of this Agreement.  




        (c)              A
Person shall be deemed the “Beneficial Owner” of and shall be deemed
          to “beneficially own” any securities:  




            (i)              which
such Person or any of such Person’s Affiliates or Associates           beneficially
owns, directly or indirectly;  




            (ii)              which
such Person or any of such Person’s Affiliates or Associates has (A)           the
right to acquire (whether such right is exercisable immediately or only           after
the passage of time) pursuant to any agreement, arrangement or           understanding
(other than customary agreements with and between underwriters and           selling
group members with respect to a bona fide public offering of           securities), or
upon the exercise of conversion rights, exchange rights, rights           (other than
these Rights), warrants or options, or otherwise; provided,           however, that
a Person shall not be deemed the Beneficial Owner of, or to           beneficially own,
securities tendered pursuant to a tender or exchange offer           made by or on behalf
of such Person or any of such Person’s Affiliates or           Associates until such
tendered securities are accepted for purchase or exchange;           or (B) the right to
vote pursuant to any agreement, arrangement or           understanding; provided,
however, that a Person shall not be deemed the           Beneficial Owner of, or to
beneficially own, any security if the agreement,           arrangement or understanding
to vote such security (1) arises solely from a           revocable proxy or consent given
to such Person in response to a public proxy or           consent solicitation made
pursuant to, and in accordance with, the applicable           rules and regulations of
the Exchange Act and (2) is not also then reportable on           Schedule 13D under
the Exchange Act (or any comparable or successor           report); or  




            (iii)              which
are beneficially owned, directly or indirectly, by any other Person with           which
such Person or any of such Person’s Affiliates or Associates has any
          agreement, arrangement or understanding (other than customary agreements with
          and between underwriters and selling group members with respect to a bona fide
          public offering of securities) for the purpose of, or with respect to,
          acquiring, holding, voting (except to the extent contemplated by the proviso to
          Section 1(c)(ii)(B)) or disposing of any securities of the Company.  




        Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase “then
outstanding,” when used with reference to a Person’s Beneficial Ownership of
securities of the Company, shall mean the number of such securities then issued and
outstanding together with the number of such securities not then actually issued and
outstanding which such Person would be deemed to own beneficially hereunder. 



        (d)              “Business
Day” shall mean any day other than a Saturday, a Sunday or a           day on which
banking institutions in the Commonwealth of Massachusetts are           authorized or
obligated by law or executive order to close.  




2 










        (e)              “Close
of business” on any given date shall mean 5:00 P.M., Canton,           Massachusetts
time, on such date; provided, however, that if such date is           not a
Business Day it shall mean 5:00 P.M., Canton, Massachusetts time, on the           next
succeeding Business Day.  




        (f)              “Common
Shares” when used with reference to the Company shall mean the           shares of
common stock, $0.01 par value per share, of the Company, or shares           having
equivalent rights, privileges and preferences to common stock.           “Common
Shares” when used with reference to any Person other than the           Company
shall mean the capital stock (or equivalent equity interest) with the           greatest
voting power of such other Person or, if such other Person is a           Subsidiary of
another Person, the Person or Persons that ultimately control such
          first-mentioned Person.  




        (g)              “Distribution
Date” shall have the meaning set forth in           Section 3(a) hereof.  




        (h)              “Final
Expiration Date” shall have the meaning set forth in           Section 7
hereof.  




        (i)              “Person” shall
mean any individual, firm, corporation or other entity,           and shall include any
successor (by merger or otherwise) of such entity.  




        (j)              “Redemption
Date” shall have the meaning set forth in Section 7           hereof.  




        (k)              “Shares
Acquisition Date” shall mean the first date of public           announcement (which,
for purposes of this definition, shall include, without           limitation, a report
filed or amended pursuant to Section 13(d) under the           Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has           become such.  




        (l)              “Subsidiary” of
any Person shall mean any corporation or other entity           of which a majority of
the voting power of the voting equity securities or           equity interest is owned,
directly or indirectly, by such Person.  




    2.       Appointment
of Rights Agent. The Company hereby appoints the           Rights Agent to act as
agent for the Company and the holders of the Rights (who,           in accordance with
Section 3 hereof, shall prior to the Distribution Date           also be the holders
of the Common Shares of the Company) in accordance with the           terms and
conditions hereof, and the Rights Agent hereby accepts such           appointment. The
Company may from time to time appoint such co-Rights Agents as           it may deem
necessary or desirable, upon 10 days’ prior written notice to           the Rights
Agent. The Rights Agent shall have no duty to supervise, and in no           event be
liable for, the acts or omissions of any such Co-Rights Agent.  



    3.       Issue
of Right Certificates. 




3 









        (a)              Until
the earlier of (i)  the Shares           Acquisition
Date or (ii) the tenth Business Day (or such later date as may be           determined by
action of the Company’s Board of Directors prior to such time           as any
Person becomes an Acquiring Person) after the date of the commencement           of, or
of the first public announcement of the intention of any Person to           commence, a
tender or exchange offer the consummation of which would result in           any Person
(other than the Company, any Subsidiary of the Company, any employee           benefit
plan of the Company or of any Subsidiary of the Company, any entity           holding
Common Shares for or pursuant to the terms of any such plan, or any           trustee,
administrator, or fiduciary of such a plan) becoming the Beneficial           Owner of
Common Shares of the Company aggregating 15% or more of           the then
outstanding Common Shares (including in either case any such date which           is
after the date of this Agreement and prior to the Payment Date; the earlier           of
such dates being herein referred to as the “Distribution Date”;
          provided, however, that if the Acquisition Date or the tenth Business Day after the commencement or announcement date, as the case may be, occurs before the Record Date, “Distribution
          Date” shall mean the Record Date), (x) the Rights will be evidenced
          (subject to the provisions of Section 3(b) hereof) by the certificates for
          Common Shares of the Company registered in the names of the holders thereof
          (which certificates shall also be deemed to be Right Certificates) and not by
          separate Right Certificates, and (y) the right to receive Right Certificates
          will be transferable only in connection with the transfer of Common Shares of
          the Company. As soon as practicable after the Distribution Date, the Company
          will prepare and execute, the Rights Agent will countersign, and the Company
          will send or cause to be sent (and the Rights Agent will, if requested, send)
by           first-class, insured, postage-prepaid mail, to each record holder of Common
          Shares of the Company as of the close of business on the Distribution Date, at
          the address of such holder shown on the records of the Company, a Right
          Certificate, in substantially the form of Exhibit A hereto (a “Right
          Certificate”), evidencing one Right for each Common Share so held. As of
          the Distribution Date, the Rights will be evidenced solely by such Right
          Certificates.  




        (b)              The
Company has prepared a Summary of Rights to Purchase Common Shares, attached           as
Exhibit B hereto (the “Summary of Rights”), a copy of which is
          available free of charge from the Company. With respect to certificates for
          Common Shares of the Company outstanding as of the Record Date, until the
          Distribution Date, the Rights will be evidenced by such certificates registered
          in the names of the holders thereof. Until the Distribution Date (or the
earlier           of the Redemption Date or Final Expiration Date), the surrender for
transfer of           any certificate for Common Shares of the Company outstanding on the
Record Date,           with or without a copy of the Summary of Rights attached thereto,
shall also           constitute the transfer of the Rights associated with the Common
Shares           represented thereby.  




        (c)              Certificates
for Common Shares of the Company that become outstanding           (including, without
limitation, certificates for reacquired Common Shares           referred to in the last
sentence of this Section 3(c) and certificates issued on           the transfer of Common
Shares) after the Record Date but prior to the earliest           of the Distribution
Date, the Redemption Date or the Final Expiration Date shall           have impressed on,
printed on, written on or otherwise affixed to them a legend           in substantially
the following form:  




	 	        This
certificate also evidences and entitles the holder hereof to certain rights as set forth
in a Rights Agreement between First Business Financial Services, Inc. and Computershare
Trust Company, N.A., dated as of June 5, 2008, and as such agreement may be amended (the
“Rights Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of First
Business Financial Services, Inc. Under certain circumstances set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. First Business Financial Services, Inc. will mail to the
holder of this certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. Under certain circumstances set forth in the Rights Agreement,
such Rights issued to, or held by, an Acquiring Person or any Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), whether held by such person
or any subsequent holder, shall become null and void. 









4 









With respect to such certificates
containing the foregoing legend, until the Distribution Date, the Rights associated with
the Common Shares represented by such certificates shall be evidenced by such certificates
alone, and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In the event
that the Company purchases or acquires any Common Shares after the Record Date but prior
to the Distribution Date, any Rights associated with such Common Shares shall be deemed
cancelled and retired so that the Company shall not be entitled to exercise any Rights
associated with the Common Shares which are no longer outstanding. 



    4.       Form
of Right Certificates. The Right Certificates (and the forms           of
election to purchase Common Shares and of assignment to be printed on the
          reverse thereof) shall be substantially the same as Exhibit A hereto and may
          have such marks of identification or designation and such legends, summaries or
          endorsements printed thereon as the Company may deem appropriate and as are not
          inconsistent with the provisions of this Agreement, or as may be required to
          comply with any applicable law or with any rule or regulation made pursuant
          thereto or with any rule or regulation of any stock exchange on which the
Rights           may from time to time be listed, or to conform to usage. Subject to the
          provisions of Section 22 hereof, the Right Certificates shall entitle the
          holders thereof to purchase such number of Common Shares as shall be set forth
          therein at the purchase price per Common Share set forth therein, but the
amount           and type of securities purchasable upon exercise of each Right and such
purchase           price shall be subject to adjustment as provided herein.  



    5.       Countersignature
and Registration. 



        (a)              The
Right Certificates shall be executed on behalf of the Company by its Chief
          Executive Officer, President, Chief Financial Officer or any Vice President
          either manually or by facsimile signature, shall have affixed thereto the
          Company’s seal or a facsimile thereof, and shall be attested by the
          Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
          the Company, either manually or by facsimile signature. The Right Certificates
          shall be manually countersigned by the Rights Agent and shall not be valid for
          any purpose unless countersigned. In case any officer of the Company who shall
          have signed any of the Right Certificates shall cease to be such officer of the
          Company before countersignature by the Rights Agent and issuance and delivery
by           the Company, such Right Certificates, nevertheless, may be countersigned by
the           Rights Agent and issued and delivered by the Company with the same force
and           effect as though the individual who signed such Right Certificates had not
          ceased to be such officer of the Company; and any Right Certificate may be
          signed on behalf of the Company by any individual who, at the actual date of
the           execution of such Right Certificate, shall be a proper officer of the
Company to           sign such Right Certificate, although at the date of the execution
of this           Rights Agreement any such individual was not such an officer.  




5 










        (b)              Following
the Distribution Date, the Rights Agent will keep or cause to be kept,           at its
principal office, books for registration and transfer of the Right           Certificates
issued hereunder. Such books shall show the names and addresses of           the
respective holders of the Right Certificates, the number of Rights evidenced           on
its face by each of the Right Certificates and the date of each of the Right
          Certificates.  




    6.       Transfer,
Split Up, Combination and Exchange of Right Certificates;           Mutilated, Destroyed,
Lost or Stolen Right Certificates. 



        (a)              Subject
to the provisions of Section 14 hereof, at any time after the close           of
business on the Distribution Date, and at or prior to the close of business           on
the earlier of the Redemption Date or the Final Expiration Date, any Right
          Certificate or Right Certificates (other than Right Certificates representing
          Rights that have become void pursuant to Section 11(a)(ii) hereof or that
          have been exchanged pursuant to Section 24 hereof) may be transferred,
          split up, combined or exchanged for another Right Certificate or Right
          Certificates, entitling the registered holder to purchase a like number of
          Common Shares as the Right Certificate or Right Certificates surrendered then
          entitled such holder to purchase. Any registered holder desiring to transfer,
          split up, combine or exchange any Right Certificate or Right Certificates shall
          make such request in writing delivered to the Rights Agent, and shall surrender
          the Right Certificate or Right Certificates to be transferred, split up,
          combined or exchanged at the principal office of the Rights Agent. Thereupon
the           Rights Agent shall countersign and deliver to the person entitled thereto a
          Right Certificate or Right Certificates, as the case may be, as so requested.
          The Company may require payment of a sum sufficient to cover any tax or
          governmental charge that may be imposed in connection with any transfer, split
          up, combination or exchange of Right Certificates.  




        (b)              Upon
receipt by the Company and the Rights Agent of evidence reasonably           satisfactory
to them of the loss, theft, destruction or mutilation of a Right           Certificate
and, in case of loss, theft or destruction, of indemnity or security           reasonably
satisfactory to them, and, at the Company’s request,           reimbursement to the
Company and the Rights Agent of all reasonable expenses           incidental thereto, and
upon surrender to the Rights Agent and cancellation of           the Right Certificate if
mutilated, the Company will make and deliver a new           Right Certificate of like
tenor to the Rights Agent for delivery to the           registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or           mutilated.  




    7.       Exercise
of Rights; Purchase Price; Expiration Date of Rights. 



        (a)              As
provided herein, each Right shall be exercisable to purchase one-half of one
          Common Share, subject to further adjustment. The registered holder of any Right
          Certificate may exercise the Rights evidenced thereby (except as otherwise
          provided herein) in whole or in part at any time after the Distribution Date
          upon surrender of the Right Certificate, with the form of election to purchase
          on the reverse side thereof duly executed, to the Rights Agent at the principal
          office of the Rights Agent, together with payment of the Purchase Price for
each           Common Share as to which the Rights are exercised, at or prior to the
earliest           of (i) the close of business on June 5, 2018, subject to
extension           (the “Final Expiration Date”), (ii) the time at which the
Rights are           redeemed as provided in Section 23 hereof (the “Redemption
          Date”), and (iii) the time at which such Rights are exchanged as provided
          in Section 24 hereof; provided, however, that if the number of
          Rights exercised would entitle the holder thereof to receive any fraction of a
          Common Share greater than one-half of a Common Share, then the holder thereof
          shall not be entitled to exercise such Rights unless such holder concurrently
          purchases from the Company (and in such event the Company shall sell to such
          holder), at a price in proportion to the Purchase Price, an additional fraction
          of a Common Share which, when added to the number of Common Shares to be
          received upon such exercise, will equal an integral number of Common Shares.  




6 










        (b)              The
Purchase Price for each full Common Share pursuant to the exercise of a           Right
shall initially be $85.00 (equivalent to $42.50 for each one-half of one           Common
Share), shall be subject to adjustment from time to time as provided in           Sections 11
and 13 hereof and shall be payable in lawful money of the           United States of
America in accordance with Section 7(c) below.  




        (c)              Upon
receipt of a Right Certificate representing exercisable Rights, with the           form
of election to purchase duly executed, accompanied by payment of the           Purchase
Price for the Common Shares to be purchased and an amount equal to any
          applicable transfer tax required to be paid by the holder of such Right
          Certificate in accordance with Section 9 hereof, as set forth below, the
          Rights Agent shall thereupon promptly (i) requisition from any transfer agent
of           the Common Shares certificates for the number of Common Shares to be
purchased           and the Company hereby irrevocably authorizes its transfer agent to
comply with           all such requests, (ii) when appropriate, requisition from the
Company the           amount of cash to be paid in lieu of issuance of fractional Common
Shares in           accordance with Section 14 hereof, (iii) after receipt of such
          certificates, cause the same to be delivered to or upon the order of the
          registered holder of such Right Certificate, registered in such name or names
as           may be designated by such holder and (iv) when appropriate, after receipt,
          deliver such cash to or upon the order of the registered holder of such Right
          Certificate. The payment of the Purchase Price (as such amount may be reduced
          pursuant to Section 11(a)(iii) hereof) shall be made by certified check,
          cashier’s check, bank draft or money order payable to the order of the
          Company, except that, if so provided by the Board of Directors of the Company,
          the payment of the Purchase Price following the occurrence of a
          Section 11(a)(ii) Event (as hereinafter defined) and until the first
          occurrence of a Section 13 Event (as hereinafter defined) may be made
          wholly or in part by delivery of a certificate or certificates (with
appropriate           stock powers executed in blank attached thereto) evidencing a
number of Common           Shares of the Company equal to the then Purchase Price divided
by the closing           price (as determined pursuant to Section 11(d) hereof) per
Common Share on           the Trading Day (as such term is hereinafter defined)
immediately preceding the           date of such exercise. If the Company is obligated to
issue other securities of           the Company, pay cash and/or distribute other
property pursuant to           Section 11(a) hereof, the Company will make all
arrangements necessary so           that such other securities, cash and/or other
property are available for           distribution by the Rights Agent, if and when
appropriate.  













        (d)              In
case the registered holder of any Right Certificate shall exercise less than
          all the Rights evidenced thereby, a new Right Certificate evidencing Rights
          equivalent to the Rights remaining unexercised shall be issued by the Rights
          Agent to the registered holder of such Right Certificate or to his duly
          authorized assigns, subject to the provisions of Section 14 hereof.  




        (e)              Notwithstanding
anything in this Agreement to the contrary, neither the Rights           Agent nor the
Company shall be obligated to take any action with respect to a           registered
holder of a Right Certificate upon the occurrence of any purported           transfer,
assignment or exercise as set forth in this Section 7 unless such
          registered holder shall have (i) completed and signed the certificate following
          the form of assignment or election to purchase set forth on the reverse of the
          Right Certificate surrendered for such transfer, assignment or exercise, and
          (ii) provided such additional evidence of the identity of the Beneficial Owner
          (or former Beneficial Owner) or Affiliates or Associates thereof as the Company
          shall reasonably request.  




    8.       Cancellation
and Destruction of Right Certificates. All Right           Certificates
surrendered for the purpose of exercise, transfer, split up,           combination or
exchange shall, if surrendered to the Company or to any of its           agents, be
delivered to the Rights Agent for cancellation or in cancelled form,           or if
surrendered to the Rights Agent, shall be cancelled by it, and no Right
          Certificates shall be issued in lieu thereof except as expressly permitted by
          any of the provisions of this Rights Agreement. The Company shall deliver to
the           Rights Agent for cancellation and retirement, and the Rights Agent shall so
          cancel and retire, any other Right Certificate purchased or acquired by the
          Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver           all cancelled Right Certificates to the Company or shall, at the
written request           of the Company, destroy such cancelled Right Certificates, and
in such case           shall deliver a certificate of destruction thereof to the Company.  



    9.       Reservation
and Availability of Common Shares. 



        (a)              The
Company covenants and agrees that it will cause to be reserved and kept
          available out of its authorized and unissued Common Shares or any authorized
and           issued Common Shares held in its treasury the number of Common Shares that
will           be sufficient to permit the exercise in full of all outstanding Rights in
          accordance with Section 7.  




        (b)              So
long as the Common Shares issuable upon the exercise of Rights may be listed           on
any national securities exchange, the Company shall use its best efforts to
          cause, from and after such time as the Rights become exercisable, all Common
          Shares reserved for such issuance to be listed on such exchange upon official
          notice of issuance upon such exercise.  




        (c)              The
Company covenants and agrees that it will take all such action as may be
          necessary to ensure that all Common Shares delivered upon exercise of Rights
          shall, at the time of delivery of the certificates for such shares (subject to
          payment of the Purchase Price), be duly and validly authorized and issued and
          fully paid and nonassessable shares (except as otherwise provided by any
          corporation law applicable to the Company).  




        (d)              The
Company further covenants and agrees that it will pay when due and payable           any
and all federal and state transfer taxes and charges which may be payable in
          respect of the issuance or delivery of the Right Certificates or of any Common
          Shares upon the exercise of Rights. The Company shall not, however, be required
          to pay any transfer tax which may be payable in respect of any transfer or
          delivery of Right Certificates to a person other than, or the issuance or
          delivery of certificates for the Common Shares in a name other than that of,
the           registered holder of the Right Certificate evidencing Rights surrendered
for           exercise or to issue or to deliver any certificates for Common Shares upon
the           exercise of any Rights until any such tax shall have been paid (any such
tax           being payable by the holder of such Right Certificate at the time of
surrender)           or until it has been established to the Company’s reasonable
satisfaction           that no such tax is due.  




8 










    10.       Common
Shares Record Date. Each Person in whose name any           certificate for
Common Shares is issued upon the exercise of Rights shall for           all purposes be
deemed to have become the holder of record of the Common Shares           represented
thereby on, and such certificate shall be dated, the date upon which           the Right
Certificate evidencing such Rights was duly surrendered and payment of           the
Purchase Price (and any applicable transfer taxes) was made; provided,
          however, that if the date of such surrender and payment is a date upon
which           the Common Shares transfer books of the Company are closed, such Person
shall be           deemed to have become the record holder of such shares on, and such
certificate           shall be dated, the next succeeding Business Day on which the
Common Shares           transfer books of the Company are open.  



    11.       Adjustment
of Purchase Price, Number of Shares or Number of           Rights. The Purchase
Price, the number of Common Shares covered by each           Right and the number of
Rights outstanding are subject to adjustment from time           to time as provided in
this Section 11.  



        (a)              (i)    
In the event the Company shall at any time after the date of this Agreement           (A)
declare a dividend on the Common Shares payable in Common Shares, (B) split           or
subdivide the outstanding Common Shares, (C) combine the outstanding Common
          Shares into a smaller number of Common Shares or (D) issue any shares of its
          capital stock in a reclassification of the Common Shares (including any such
          reclassification in connection with a consolidation or merger in which the
          Company is the continuing or surviving corporation), except as otherwise
          provided in this Section 11(a), the Purchase Price in effect at the time
of           the record date for such dividend or of the effective date of such
subdivision,           combination or reclassification, and the number and kind of shares
of capital           stock issuable on such date, shall be proportionately adjusted so
that the           holder of any Right exercised after such time shall be entitled to
receive the           aggregate number and kind of shares of capital stock which, if such
Right had           been exercised immediately prior to such date and at a time when the
Common           Shares transfer books of the Company were open, such holder would have
owned           upon such exercise and been entitled to receive by virtue of such
dividend,           subdivision, combination or reclassification; provided, however, that
in           no event shall the consideration to be paid upon the exercise of one Right
be           less than the aggregate par value of the shares of capital stock of the
Company           issuable upon exercise of one Right. If an event occurs which would
require an           adjustment under both Section 11(a)(i) and Section 11(a)(ii),
the           adjustment provided for in this Section 11(a)(i) shall be in addition
to,           and shall be made prior to, any adjustment required pursuant to
          Section 11(a)(ii).  




9 










            (ii)              Subject
to Section 24, in the event any Person shall become an Acquiring           Person,
other than pursuant to any transaction set forth in Section 13(a),           each
holder of a Right shall thereafter have a right to receive, upon exercise
          thereof at a price equal to two times the then current Purchase Price per full
          Common Share multiplied by the number of Common Shares for which a Right is
then           exercisable, in accordance with the terms of this Agreement, such number
of           Common Shares of the Company as shall equal the result obtained by (x)
          multiplying two times the then current Purchase Price per full Common Share by
          the number of Common Shares for which a Right is then exercisable and dividing
          that product by (y) 50% of the then current per share market price of the
Common           Shares of the Company (determined pursuant to Section 11(d)) on the
date           the Person became an Acquiring Person (such number of shares, the
          “Adjustment Shares”).  




        From
and after such time as a Person becomes an Acquiring Person (a
“Section 11(a)(ii) Event”), any Rights that are or were acquired or
beneficially owned by such Acquiring Person (or any Associate or Affiliate of such
Acquiring Person) shall be void and any holder of such Rights shall thereafter have no
right to exercise such Rights under any provision of this Agreement. No Right Certificate
shall be issued pursuant to Section 3 that represents Rights beneficially owned by an
Acquiring Person whose Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof or to any nominee of such
Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the
Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to
the preceding sentence shall be cancelled. The Company shall use all reasonable efforts to
ensure that the provisions of this paragraph are complied with, but shall have no
liability to any holder of Right Certificates or other Person as a result of its failure
to make any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder. 



        (iii)              In
the event that there shall not be sufficient Common Shares of the Company
          issued but not outstanding or authorized but unissued (and not reserved for
          issuance for purposes other than upon exercise of the Rights) to permit the
          exercise in full of the Rights in accordance with the foregoing subparagraph
          (ii), the Company shall: (A) determine the excess of (1) the value of the
          Adjustment Shares issuable upon the exercise of a Right (the “Current
          Value”) over (2) the Purchase Price (such excess, the “Spread”),
          and (B) with respect to each Right, make adequate provision to substitute for
          the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash,
          (2) a reduction in the Purchase Price, (3) equity securities of the Company
          (including, without limitation, shares, or units of shares, of preferred stock,
          if any, which the Board of Directors of the Company has deemed to have the same
          value as Common Shares (such shares of preferred stock, hereinafter referred to
          as “common stock equivalents”)), (4) debt securities of the Company,
          (5) other assets or (6) any combination of the foregoing, having an aggregate
          value equal to the Current Value, where such aggregate value has been
determined           by the Board of Directors of the Company based upon the advice of a
nationally           recognized investment banking firm selected by the Board of
Directors of the           Company; provided, however, if the Company shall not
have made adequate           provision to substitute for the Adjustment Shares pursuant
to clause (B) above           within thirty (30) days following the occurrence of a
Section 11(a)(ii)           Event (the “Section 11(a)(ii) Trigger Date”),
then the Company           shall be obligated to deliver, upon the surrender for exercise
of a Right and           without requiring payment of any portion of the Purchase Price,
Common Shares           (to the extent available) and then, if necessary, cash, which
shares and/or cash           have an aggregate value equal to the Spread. If the Board of
Directors of the           Company shall determine in good faith that it is likely that
sufficient           additional Common Shares might be authorized for issuance for
exercise in full           of the Rights, the thirty (30) day period set forth above may
be extended to the           extent necessary, but not more than ninety (90) days after
the           Section 11(a)(ii) Trigger Date, in order that the Company may seek
          shareholder approval for the authorization of such additional shares (such
          period, as it may be extended, the “Substitution Period”). To the
          extent that the Company determines that some action need be taken pursuant to
          the first and/or second sentences of this Section 11(a)(iii), the Company
          (x) shall provide, subject to the last paragraph of Section 11(a)(ii)
          hereof, that such action shall apply uniformly to all outstanding Rights, and
          (y) may suspend the exercisability of the Rights until the expiration of the
          Substitution Period to seek any authorization of additional shares and/or to
          decide the appropriate form of distribution to be made pursuant to such first
          sentence and to determine the value thereof. In the event of any such
          suspension, the Company shall issue a public announcement stating that the
          exercisability of the Rights has been temporarily suspended, as well as a
public           announcement at such time as the suspension is no longer in effect. For
purposes           of this Section 11(a)(iii), the value of the Common Shares shall
be the           current per share market price (as determined pursuant to Section 11(d)
          hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and the
          value of any “common stock equivalent” shall be deemed to have the
          same value as the Common Shares on such date.  





10 









        (b)              In
case the Company shall fix a record date for the issuance of rights, options           or
warrants to all holders of Common Shares entitling them (for a period           expiring
within 45 calendar days after such record date) to subscribe for or           purchase
Common Shares (or securities convertible into Common Shares) at a price           per
Common Share (or having a conversion price per share, if a security           convertible
into Common Shares) less than the then current per share market           price of the
Common Shares (as defined in Section 11(d)) on such record date,           the Purchase
Price to be in effect after such record date shall be determined by           multiplying
the Purchase Price in effect immediately prior to such record date           by a
fraction, the numerator of which shall be the number of Common Shares
          outstanding on such record date plus the number of Common Shares which the
          aggregate offering price of the total number of Common Shares so to be offered
          (and/or the aggregate initial conversion price of the convertible securities so
          to be offered) would purchase at such current market price and the denominator
          of which shall be the number of Common Shares outstanding on such record date
          plus the number of additional Common Shares to be offered for subscription or
          purchase (or into which the convertible securities so to be offered are
          initially convertible); provided, however, in no event shall the
          consideration to be paid upon the exercise of one Right be less than the
          aggregate par value of the shares of capital stock of the Company issuable upon
          exercise of one Right. In case such subscription price may be paid in a
          consideration part or all of which shall be in a form other than cash, the
value           of such consideration shall be as determined in good faith by the Board
of           Directors of the Company, whose determination shall be described in a
statement           filed with the Rights Agent. Common Shares owned by or held for the
account of           the Company shall not be deemed outstanding for the purpose of any
such           computation. Such adjustment shall be made successively whenever such a
record           date is fixed. In the event that such rights, options or warrants are
not so           issued, the Purchase Price shall be adjusted to be the Purchase Price
which           would then be in effect if such record date had not been fixed.  






        (c)              In
case the Company shall fix a record date for the making of a distribution to
          all holders of the Common Shares (including any such distribution made in
          connection with a consolidation or merger in which the Company is the
continuing           or surviving corporation) of evidences of indebtedness or assets
(other than a           regular quarterly cash dividend or a dividend payable in Common
Shares) or           subscription rights or warrants (excluding those referred to in
          Section 11(b)), the Purchase Price to be in effect after such record date
          shall be determined by multiplying the Purchase Price in effect immediately
          prior to such record date by a fraction, the numerator of which shall be the
          then current per share market price of the Common Shares (as defined in
          Section 11(d)) on such record date, less the fair market value (as
          determined in good faith by the Board of Directors of the Company, whose
          determination shall be described in a statement filed with the Rights Agent) of
          the portion of the assets or evidences of indebtedness so to be distributed or
          of such subscription rights or warrants applicable to one Common Share and the
          denominator of which shall be such current per share market price of the Common
          Shares; provided, however, in no event shall the consideration to be
paid           upon the exercise of one Right be less than the aggregate par value of the
          shares of capital stock of the Company to be issued upon exercise of one Right.
          Such adjustments shall be made successively whenever such a record date is
          fixed. In the event that such distribution is not so made, the Purchase Price
          shall again be adjusted to be the Purchase Price which would then be in effect
          if such record date had not been fixed.  



11 









        (d)              For
the purpose of any computation hereunder, the “current per share market
          price” of the Common Shares on any date shall be deemed to be the average
          of the daily closing prices per Common Share for the 30 consecutive Trading
Days           (as such term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market           price of the
Common Shares is determined during a period following the           announcement by the
issuer of such Common Shares of (i) a dividend or           distribution on such Common
Shares payable in Common Shares or securities           convertible into Common Shares,
or (ii) any subdivision, combination or           reclassification of Common Shares and
prior to the expiration of 30 Trading Days           after the ex-dividend date for such
dividend or distribution, or the record date           for such subdivision, combination
or reclassification, then, and in each such           case, the current per share market
price shall be appropriately adjusted to           reflect the current market price per
Common Share. The closing price for each           Trading Day shall be the last sale
price, regular way, or, in case no such sale           takes place on such day, the
average of the closing bid and asked prices,           regular way, in either case as
reported in the principal consolidated           transaction reporting system with
respect to securities listed or admitted to           trading on the principal national
securities exchange on which the Common Shares           are listed or admitted to
trading or, if the Common Shares are not listed or           admitted to trading on any
national securities exchange, the last quoted price           or, if not so quoted, the
average of the high bid and low asked prices in the           over-the-counter market, as
reported by the OTC Bulletin Board or such other           system then in use, or, if on
any such date the Common Shares are not quoted by           any such organization, the
average of the closing bid and asked prices as           furnished by a professional
market maker making a market in the Common Shares           selected by the Board of
Directors of the Company. The term “Trading           Day” shall mean a day on
which the principal national securities exchange           on which the Common Shares are
listed or admitted to trading is open for the           transaction of business or, if
the Common Shares are not listed or admitted to           trading on any national
securities exchange, a Business Day.  




12 










        (e)              No
adjustment in the Purchase Price shall be required unless such adjustment           would
require an increase or decrease of at least 1% in the Purchase Price; provided,
however, that any adjustments which by reason of this           Section 11(e)
are not required to be made shall be carried forward and           taken into account in
any subsequent adjustment. All calculations under this           Section 11 shall be
made to the nearest cent or to the nearest           ten-thousandth of a share as the
case may be. Notwithstanding the first sentence           of this Section 11(e), any
adjustment required by this Section 11           shall be made no later than the
earlier of (i) three years from the date of the           transaction which requires such
adjustment or (ii) the date of the expiration of           the right to exercise any
Rights.  




        (f)              If,
as a result of an adjustment made pursuant to Section 11(a), the holder           of
any Right thereafter exercised shall become entitled to receive any shares of
          capital stock of the Company other than Common Shares, thereafter the number of
          such other shares so receivable upon exercise of any Right shall be subject to
          adjustment from time to time in a manner and on terms as nearly equivalent as
          practicable to the provisions with respect to the Common Shares contained in
          Section 11(a) through (c), inclusive, and the provisions of
          Sections 7, 9, 10 and 13 with respect to the Common Shares shall apply on
          like terms to any such other shares.  




        (g)              All
Rights originally issued by the Company subsequent to any adjustment made to
          the Purchase Price hereunder shall evidence the right to purchase, at the
          adjusted Purchase Price, the number of Common Shares purchasable from time to
          time hereunder upon exercise of the Rights, all subject to further adjustment
as           provided herein.  




        (h)              Unless
the Company shall have exercised its election as provided in           Section 11(i),
upon each adjustment of the Purchase Price as a result of           the calculations made
in Section 11(b) and (c), each Right outstanding           immediately prior to the
making of such adjustment shall thereafter evidence the           right to purchase, at
the adjusted Purchase Price, that number of Common Shares           (calculated to the
nearest ten-thousandth of a Common Share) obtained by (i)           multiplying (x) the
number of Common Shares covered by a Right immediately prior           to this adjustment
by (y) the Purchase Price in effect immediately prior to such           adjustment of the
Purchase Price and (ii) dividing the product so obtained by           the Purchase Price
in effect immediately after such adjustment of the Purchase           Price.  




        (i)              The
Company may elect on or after the date of any adjustment of the Purchase           Price
to adjust the number of Rights, in substitution for any adjustment in the
          number of Common Shares purchasable upon the exercise of a Right. Each of the
          Rights outstanding after such adjustment of the number of Rights shall be
          exercisable for the number of Common Shares for which a Right was exercisable
          immediately prior to such adjustment. Each Right held of record prior to such
          adjustment of the number of Rights shall become that number of Rights
          (calculated to the nearest one ten-thousandth) obtained by dividing the
Purchase           Price in effect immediately prior to adjustment of the Purchase Price
by the           Purchase Price in effect immediately after adjustment of the Purchase
Price. The           Company shall make a public announcement of its election to adjust
the number of           Rights, indicating the record date for the adjustment, and, if
known at the           time, the amount of the adjustment to be made. This record date
may be the date           on which the Purchase Price is adjusted or any day thereafter,
but, if the Right           Certificates have been issued, shall be at least 10 days
later than the date of           the public announcement. If Right Certificates have been
issued, upon each           adjustment of the number of Rights pursuant to this Section 11(i),
the           Company shall, as promptly as practicable, cause to be distributed to
holders of           record of Right Certificates on such record date Right Certificates
evidencing,           subject to Section 14 hereof, the additional Rights to which
such holders           shall be entitled as a result of such adjustment, or, at the
option of the           Company, shall cause to be distributed to such holders of record
in substitution           and replacement for the Right Certificates held by such holders
prior to the           date of adjustment, and upon surrender thereof, if required by the
Company, new           Right Certificates evidencing all the Rights to which such holders
shall be           entitled after such adjustment. Right Certificates so to be
distributed shall be           issued, executed and countersigned in the manner provided
for herein and shall           be registered in the names of the holders of record of
Right Certificates on the           record date specified in the public announcement.  




13 










        (j)              Irrespective
of any adjustment or change in the Purchase Price or the number of           Common
Shares issuable upon the exercise of the Rights, the Right Certificates
          theretofore and thereafter issued may continue to express the Purchase Price
and           the number of Common Shares which were expressed in the initial Right
          Certificates issued hereunder.  




        (k)              Before
taking any action that would cause an adjustment reducing the Purchase           Price
below the par value, if any, of the Common Shares issuable upon exercise           of the
Rights, the Company shall take any corporate action which may, in the           opinion
of its counsel, be necessary in order that the Company may validly and           legally
issue fully paid and nonassessable (except as otherwise provided by any
          corporation law applicable to the Company) Common Shares at such adjusted
          Purchase Price.  




        (l)              In
any case in which this Section 11 shall require that an adjustment in           the
Purchase Price be made effective as of a record date for a specified event,           the
Company may elect to defer until the occurrence of such event the issuance           to
the holder of any Right exercised after such record date of the Common Shares
          and other capital stock or securities of the Company, if any, issuable upon
such           exercise over and above the number of Common Shares and other capital
stock or           securities of the Company, if any, issuable upon such exercise on the
basis of           the Purchase Price in effect prior to such adjustment; provided,
however,          that the Company shall deliver to such holder a due bill or other
appropriate           instrument evidencing such holder’s right to receive such
additional shares           upon the occurrence of the event requiring such adjustment.  




        (m)              Anything
in this Section 11 to the contrary notwithstanding, the Company           shall be
entitled to make such reductions in the Purchase Price, in addition to           those
adjustments expressly required by this Section 11, as and to the           extent
that it in its sole discretion shall determine to be advisable in order           that
any consolidation or subdivision of the Common Shares, issuance wholly for           cash
of any Common Shares at less than the current market price, issuance wholly           for
cash of Common Shares or securities which by their terms are convertible           into
or exchangeable for Common Shares, dividends on Common Shares payable in           Common
Shares or issuance of rights, options or warrants referred to in           Section 11(b),
hereafter made by the Company to holders of its Common           Shares shall not be
taxable to such shareholders.  




14 










        (n)              The
Company covenants and agrees that it shall not, at any time after the           earlier
of the Distribution Date or the Shares Acquisition Date, (i) consolidate           with
any other Person (other than a Subsidiary of the Company in a transaction           which
complies with Section 11(o) hereof), (ii) merge with or into any           other
Person (other than a Subsidiary of the Company in a transaction which           complies
with Section 11(o) hereof), (iii) sell or transfer (or permit any
          Subsidiary to sell or transfer), in one transaction, or a series of related
          transactions, assets or earning power aggregating more than 50% of the assets
or           earning power of the Company and its Subsidiaries (taken as a whole) to any
          other Person or Persons (other than the Company and/or any of its Subsidiaries
          in one or more transactions each of which complies with Section 11(o)
          hereof) or (iv) consummate a share exchange with any other Person, if at the
          time of or immediately after such consolidation, merger, sale or share exchange
          (A) there are any rights, warrants or other instruments or securities
          outstanding or agreements in effect which would substantially diminish or
          otherwise eliminate the benefits intended to be afforded by the Rights, (B)
          prior to, simultaneously with or immediately after such consolidation, merger,
          sale or share exchange the shareholders of the Person who constitute, or would
          constitute, the “Principal Party” for purposes of Section 13(b)
          hereof shall have received a distribution of Rights previously owned by such
          Person or any of its Affiliates and Associates or (C) the form or nature of
          organization of the Principal Party would preclude or limit the exercisability
          of the Rights.  




        (o)              The
Company covenants and agrees that, after the Distribution Date, it will not,
          except as permitted by Section 23, Section 24 or Section 27
          hereof, take (or permit any Subsidiary to take) any action if at the time such
          action is taken it is reasonably foreseeable that such action will diminish
          substantially or otherwise eliminate the benefits intended to be afforded by
the           Rights.  




    12.       Certificate
of Adjusted Purchase Price or Number of Shares.          Whenever an adjustment
is made as provided in Sections 11 and 13 hereof,           the Company shall
promptly (a) prepare a certificate setting forth such           adjustment, and a brief
statement of the facts accounting for such adjustment,           (b) file with the Rights
Agent and with each transfer agent for the Common           Shares a copy of such
certificate and (c) mail a brief summary thereof to each           holder of a Right
Certificate in accordance with Section 25 hereof.  



    13.       Consolidation,
Merger, Share Exchange or Sale or Transfer of Assets or           Earning Power. 




15 









        (a)              In
the event that, following the Shares Acquisition Date, directly or           indirectly,
(x) the Company shall consolidate with, or merge with and into, any           other
Person (other than a Subsidiary of the Company in a transaction which           complies
with Section 11(o) hereof), and the Company shall not be the           continuing or
surviving corporation of such consolidation or merger; (y) any           Person (other
than a Subsidiary of the Company in a transaction that complies           with Section 11(o)
hereof) shall consolidate with, or merge with or into,           the Company, and the
Company shall be the continuing or surviving corporation of           such consolidation
or merger, or any Person or Persons (other than a Subsidiary           of the Company in
a transaction which complies with Section 11(o) hereof)           shall consummate a
share exchange with the Company, and, in connection with such           consolidation,
merger or share exchange, all or part of the outstanding Common           Shares of the
Company shall be changed into or exchanged for stock or other           securities of any
other Person (or the Company) or cash or any other property;           or (z) the Company
shall sell or otherwise transfer (or one or more of its           Subsidiaries shall sell
or otherwise transfer), in one transaction or a series           of related transactions,
assets or earning power aggregating more than 50% of           the assets or earning
power of the Company and its Subsidiaries (taken as a           whole) to any Person or
Persons (other than the Company or any Subsidiary of the           Company in one or more
transactions each of which complies with           Section 11(o) hereof), then in
each such case proper provision shall be           made so that: (i) each holder of a
Right (except as otherwise provided herein)           shall thereafter have the right to
receive, upon the exercise thereof at a price           equal to two times the then
current Purchase Price per full Common Share           multiplied by the number of Common
Shares for which a Right is then exercisable           (or, if a Section 11(a)(ii)
Event has occurred prior to the first           occurrence of any of the events described
in clauses (x), (y) or (z) above (a           “Section 13 Event”), two
times the Purchase Price per full Common           Share in effect immediately prior to
the first occurrence of a           Section 11(a)(ii) Event multiplied by the number
of Common Shares for which           a Right was exercisable immediately prior to such
first occurrence), in           accordance with the terms of this Agreement, such number
of validly authorized           and issued, fully paid, nonassessable (except as
otherwise required by any           corporation law applicable to the Principal Party (as
such term is hereinafter           defined)) and freely tradeable Common Shares of the
Principal Party, not subject           to any liens, encumbrances, rights of first
refusal or other adverse claims, as           shall be equal to the result obtained by
(1) multiplying two times the then           current Purchase Price per full Common Share
by the number of Common Shares for           which a Right is exercisable immediately
prior to the first occurrence of a           Section 13 Event (or, if a Section 11(a)(ii)
Event has occurred prior           to the first occurrence of a Section 13 Event,
multiplying two times the           number of such shares for which a Right was
exercisable immediately prior to the           first occurrence of a Section 11(a)(ii)
Event by the Purchase Price per           full Common Share in effect immediately prior
to such first occurrence), and           dividing that product (which, following the
first occurrence of a           Section 13 Event, shall be referred to as the “Purchase
Price”          for each Right and for all purposes of this Agreement) by (2) 50% of
the current           market price (determined pursuant to Section 11(d) hereof) per
Common Share           of such Principal Party on the date of consummation of such Section 13
          Event; (ii) such Principal Party shall thereafter be liable for, and shall
          assume, by virtue of such Section 13 Event, all the obligations and duties
          of the Company pursuant to this Agreement; (iii) the term “Company”          shall
thereafter be deemed to refer to such Principal Party, it being           specifically
intended that the provisions of Section 11 hereof shall apply           only to such
Principal Party following the first occurrence of a Section 13           Event; (iv)
such Principal Party shall take such steps (including, but not           limited to, the
reservation of a sufficient number of its Common Shares) in           connection with the
consummation of any such transaction as may be necessary to           assure that the
provisions hereof shall thereafter be applicable, as nearly as           reasonably may
be, in relation to its Common Shares thereafter deliverable upon           the exercise
of the Rights; and (v) the provisions of Section 11(a)(ii)           hereof shall be
of no effect following the first occurrence of any           Section 13 Event.  




        (b)              “Principal
Party” shall mean  




            (i)              in
the case of any transaction described in clause (x) or (y) of the first
          sentence of Section 13(a), the Person that is the issuer of any securities
          into which Common Shares of the Company are converted in such merger,
          consolidation or share exchange, and if no securities are so issued, (A) the
          Person that is the other party to the merger, consolidation or share exchange
          and that survives such merger or consolidation, or, if there is more than one
          such Person, the Person the Common Shares of which have the greatest aggregate
          market value of shares outstanding or (B) if the Person that is the other party
          to the merger or consolidation does not survive the merger or consolidation,
the           Person that does survive the merger or consolidation (including the Company
if           it survives); and  




16 










            (ii)              in
the case of any transaction described in clause (z) of the first sentence of
          Section 13(a), the Person that is the party receiving the greatest portion
          of the assets or earning power transferred pursuant to such transaction or
          transactions;  




provided, however, that in any
such case, (1) if the Common Shares of such Person are not at such time and have not been
continuously over the preceding twelve (12) month-period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person
the Common Shares of which are and have been so registered, “Principal Party”
shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Shares of two or more of which are and
have been so registered, “Principal Party” shall refer to whichever of such
Persons is the issuer of the Common Shares having the greatest aggregate market value. 



        (c)              The
Company shall not consummate any such consolidation, merger, share exchange,
          sale or transfer unless the Principal Party shall have a sufficient number of
          authorized Common Shares which have not been issued or reserved for issuance to
          permit the exercise in full of the Rights in accordance with this
          Section 13 and unless prior thereto the Company and such Principal Party
          shall have executed and delivered to the Rights Agent a supplemental agreement
          providing for the terms set forth in Sections 13(a) and (b) and further
          providing that, as soon as practicable after the date of any consolidation,
          merger, share exchange or sale of assets mentioned in Section 13(a), the
          Principal Party will:  




            (i)              prepare
and file a registration statement under the Securities Act of 1933, as           amended
(the “Act”), with respect to the Rights and the securities
          purchasable upon exercise of the Rights on an appropriate form, and will use
its           best efforts to cause such registration statement to (A) become effective
as           soon as practicable after such filing and (B) remain effective (with a
          prospectus at all times meeting the requirements of the Act) until the Final
          Expiration Date; and  




            (ii)              deliver
to holders of the Rights historical financial statements for the           Principal
Party and each of its Affiliates which comply in all respects with the
          requirements for registration on Form 10 under the Exchange Act.  




The provisions of this
Section 13 shall similarly apply to successive mergers, consolidations, share
exchanges, sales or other transfers. In the event that a Section 13 Event shall occur
at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have
not theretofore been exercised shall thereafter become exercisable in the manner described
in Section 13(b). 



    14.       Fractional
Rights and Fractional Shares. 



        (a)              The
Company shall not be required to issue fractions of Rights or to distribute
          Right Certificates which evidence fractional Rights. In lieu of such fractional
          Rights, there shall be paid to the registered holders of the Right Certificates
          with regard to which such fractional Rights would otherwise be issuable, an
          amount in cash equal to the same fraction of the current market value of a
whole           Right. For the purposes of this Section 14(a), the current market
value of           a whole Right shall be the closing price of the Rights for the Trading
Day           immediately prior to the date on which such fractional Rights would have
been           otherwise issuable. The closing price for any day shall be the last sale
price,           regular way, or, in case no such sale takes place on such day, the
average of           the closing bid and asked prices, regular way, in either case as
reported in the           principal consolidated transaction reporting system with
respect to securities           listed on the principal national securities exchange on
which the Rights are           listed or admitted to trading or, if the Rights are not
listed or admitted to           trading on any national securities exchange, the last
quoted price or, if not so           quoted, the average of the high bid and low asked
prices in the over-the-counter           market, as reported by the OTC Bulletin Board or
such other system then in use           or, if on any such date the Rights are not quoted
by any such organization, the           average of the closing bid and asked prices as
furnished by a professional           market maker making a market in the Rights selected
by the Board of Directors of           the Company. If on any such date no such market
maker is making a market in the           Rights the fair value of the Rights on such
date as determined in good faith by           the Board of Directors of the Company shall
be used.  




17 










        (b)              The
Company shall not be required to issue fractions of Common Shares upon           exercise
of the Rights or to distribute certificates which evidence fractional           Common
Shares. In lieu of fractional Common Shares, equal to one-half of a           Common
Share or less, the Company shall pay to the registered holders of Right
          Certificates at the time such Rights are exercised as herein provided an amount
          in cash equal to the same fraction of the current market value of one Common
          Share. Any exercise of Rights that would entitle the holder thereof to receive
          any fraction of a Common Share greater than one-half of a Common Share shall be
          governed by Section 7(a) hereof. For purposes of this Section 14(b), the
          current market value of a Common Share shall be the closing price of a Common
          Share (as determined pursuant to the second sentence of Section 11(d)
          hereof) for the Trading Day immediately prior to the date of such exercise.  




        (c)              The
holder of a Right by the acceptance of the Right expressly waives his right           to
receive any fractional Rights or any fractional shares upon exercise of a           Right
(except as provided above).  




    15.       Rights
of Action. All rights of action in respect of this           Agreement, excepting
the rights of action given to the Rights Agent under           Section 18 hereof,
are vested in the respective registered holders of the           Right Certificates (and,
prior to the Distribution Date, the registered holders           of the Common Shares);
and any registered holder of any Right Certificate (or,           prior to the
Distribution Date, of the Common Shares), without the consent of           the Rights
Agent or of the holder of any other Right Certificate (or, prior to           the
Distribution Date, of the Common Shares), may, in his own behalf and for his
          own benefit, enforce, and may institute and maintain any suit, action or
          proceeding against the Company to enforce, or otherwise act in respect of, his
          right to exercise the Rights evidenced by such Right Certificate in the manner
          provided in such Right Certificate and in this Agreement. Without limiting the
          foregoing or any remedies available to the holders of Rights, it is
specifically           acknowledged that the holders of Rights would not have an adequate
remedy at law           for any breach of this Agreement and will be entitled to specific
performance of           the obligations under, and injunctive relief against actual or
threatened           violations of the obligations of any Person subject to, this
Agreement.  



    16.       Agreement
of Right Holders. Every holder of a Right, by accepting           the same,
consents and agrees with the Company and the Rights Agent and with           every other
holder of a Right that:  



18 










        (a)              prior
to the Distribution Date, the Rights will be transferable only in           connection
with the transfer of the Common Shares;  




        (b)              after
the Distribution Date, the Right Certificates are transferable only on the
          registry books of the Rights Agent if surrendered at the principal office of
the           Rights Agent, duly endorsed or accompanied by a proper instrument of
transfer;  




        (c)              the
Company and the Rights Agent may deem and treat the person in whose name the
          Right Certificate (or, prior to the Distribution Date, the associated Common
          Shares certificate) is registered as the absolute owner thereof and of the
          Rights evidenced thereby (notwithstanding any notations of ownership or writing
          on the Right Certificates or the associated Common Shares certificate made by
          anyone other than the Company or the Rights Agent) for all purposes whatsoever,
          and neither the Company nor the Rights Agent shall be affected by any notice to
          the contrary; and  




        (d)              notwithstanding
anything in this Agreement to the contrary, neither the Company           nor the Rights
Agent shall have any liability to any holder of a Right or other           Person as a
result of its inability to perform any of its obligations under this           Agreement
by reason of any preliminary or permanent injunction or other order,           decree or
ruling issued by a court or competent jurisdiction or by a           governmental,
regulatory or administrative agency or commission, or any statute,           rule,
regulation or executive order promulgated or enacted by any governmental
          authority, prohibiting or otherwise restraining performance of such obligation;
          provided, however, the Company must use its best efforts to have any such
order,           decree or ruling lifted or otherwise overturned as soon as possible.  




    17.       Right
Certificate Holder Not Deemed a Shareholder. No holder, as           such, of any
Right Certificate shall be entitled to vote, receive dividends or           other
distributions or be deemed for any purpose the holder of the Common Shares           or
any other securities of the Company which may at any time be issuable on the
          exercise of the Rights represented thereby, nor shall anything contained herein
          or in any Right Certificate be construed to confer upon the holder of any Right
          Certificate, as such, any of the rights of a shareholder of the Company or any
          right to vote for the election of directors or upon any matter submitted to
          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
          shareholders (except as provided in Section 25 hereof), or to receive
          dividends or subscription rights, or otherwise, until the Right or Rights
          evidenced by such Right Certificate shall have been exercised in accordance
with           the provisions hereof.  



    18.       Concerning
the Rights Agent. 



        (a)              The
Company agrees to pay to the Rights Agent reasonable compensation for all
          services rendered by it hereunder and, from time to time, on demand of the
          Rights Agent, its reasonable expenses incurred in the administration and
          execution of this Agreement and the exercise and performance of its duties
          hereunder. The Company also agrees to indemnify the Rights Agent for, and to
          hold it harmless against, any loss, liability, or expense, incurred without
          gross negligence, bad faith or willful misconduct on the part of the Rights
          Agent, for anything done or omitted by the Rights Agent in connection with the
          acceptance and administration of this Agreement, including the costs and
          expenses of defending against any claim of liability in the premises.  




19 










        (b)              The
Rights Agent shall be protected and shall incur no liability for, or in           respect
of any action taken, suffered or omitted by it in connection with, its
          administration of this Agreement in reliance upon any Right Certificate or
          certificate for the Common Shares or for other securities of the Company,
          instrument of assignment or transfer, power of attorney, endorsement,
affidavit,           letter, notice, direction, consent, certificate, statement, or other
paper or           document believed by it to be genuine and to be signed, executed and,
where           necessary, verified or acknowledged, by the proper person or persons, or
          otherwise upon the advice of counsel as set forth in Section 20 hereof.  




    19.       Merger
or Consolidation or Change of Name of Rights Agent. 



        (a)              Any
corporation into which the Rights Agent or any successor Rights Agent may be
          merged or with which it may be consolidated, or any corporation resulting from
          any merger or consolidation to which the Rights Agent or any successor Rights
          Agent shall be a party, or any corporation succeeding to the stock transfer or
          corporate trust business of the Rights Agent or any successor Rights Agent,
          shall be the successor to the Rights Agent under this Agreement without the
          execution or filing of any paper or any further act on the part of any of the
          parties hereto, provided that such corporation would be eligible for
          appointment as a successor Rights Agent under the provisions of Section 21
          hereof. In case at the time such successor Rights Agent shall succeed to the
          agency created by this Agreement, any of the Right Certificates shall have been
          countersigned but not delivered, any such successor Rights Agent may adopt the
          countersignature of the predecessor Rights Agent and deliver such Right
          Certificates so countersigned; and in case at that time any of the Right
          Certificates shall not have been countersigned, any successor Rights Agent may
          countersign such Right Certificates either in the name of the predecessor
Rights           Agent or in the name of the successor Rights Agent; and in all such
cases such           Right Certificates shall have the full force provided in the Right
Certificates           and in this Agreement.  




        (b)              In
case at any time the name of the Rights Agent shall be changed and at such           time
any of the Right Certificates shall have been countersigned but not           delivered,
the Rights Agent may adopt the countersignature under its prior name           and
deliver Right Certificates so countersigned; and in case at that time any of
          the Right Certificates shall not have been countersigned, the Rights Agent may
          countersign such Right Certificates either in its prior name or in its changed
          name; and in all such cases such Right Certificates shall have the full force
          provided in the Right Certificates and in this Agreement.  




    20.       Duties
of Rights Agent. The Rights Agent undertakes the duties and           obligations
imposed by this Agreement upon the following terms and conditions,           by all of
which the Company and the holders of Right Certificates, by their           acceptance
thereof, shall be bound:  



        (a)              The
Rights Agent may consult with legal counsel (who may be legal counsel for           the
Company), and the opinion of such counsel shall be full and complete
          authorization and protection to the Rights Agent as to any action taken or
          omitted by it in good faith and in accordance with such opinion.  




20 










        (b)              Whenever
in the performance of its duties under this Agreement the Rights Agent           shall
deem it necessary or desirable that any fact or matter be proved or           established
by the Company prior to taking or suffering any action hereunder,           such fact or
matter (unless other evidence in respect thereof be herein           specifically
prescribed) may be deemed to be conclusively proved and established           by a
certificate signed by the Chief Executive Officer, the President, the Chief
          Financial Officer or any Vice President and by the Treasurer or any Assistant
          Treasurer or the Secretary or any Assistant Secretary of the Company and
          delivered to the Rights Agent; and such certificate shall be full authorization
          to the Rights Agent for any action taken or suffered in good faith by it under
          the provisions of this Agreement in reliance upon such certificate.  




        (c)              The
Rights Agent shall be liable hereunder to the Company and any other Person           only
for its own gross negligence, bad faith or willful misconduct.  




        (d)              The
Rights Agent shall not be liable for or by reason of any of the statements           of
fact or recitals contained in this Agreement or in the Right Certificates
          (except its countersignature thereof) or be required to verify the same, but
all           such statements and recitals are and shall be deemed to have been made by
the           Company only.  




        (e)              The
Rights Agent shall not be under any responsibility in respect of the           validity
of this Agreement or the execution and delivery hereof (except the due
          authorization, execution and delivery hereof by the Rights Agent) or in respect
          of the validity or execution of any Right Certificate (except its
          countersignature thereof); nor shall it be responsible for any breach by the
          Company of any covenant or condition contained in this Agreement or in any
Right           Certificate; nor shall it be responsible for any change in the
exercisability of           the Rights (including the Rights becoming void pursuant to
          Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights
          (including the manner, method or amount thereof) provided for in Section 3,
          11, 13, 23 or 24, or the ascertaining of the existence of facts that would
          require any such change or adjustment (except with respect to the exercise of
          Rights evidenced by Right Certificates after actual notice that such change or
          adjustment is required); nor shall it by any act hereunder be deemed to make
any           representation or warranty as to the authorization or reservation of any
Common           Shares or other securities to be issued pursuant to this Agreement or
any Right           Certificate or as to whether any Common Shares or other securities
will, when           issued, be validly authorized and issued, fully paid and
nonassessable.  




        (f)              The
Company agrees that it will perform, execute, acknowledge and deliver or           cause
to be performed, executed, acknowledged and delivered all such further and
          other acts, instruments and assurances as may reasonably be required by the
          Rights Agent for the carrying out or performing by the Rights Agent of the
          provisions of this Agreement.  




        (g)              The
Rights Agent is hereby authorized and directed to accept instructions with
          respect to the performance of its duties hereunder from any one of the Chief
          Executive Officer, the President, the Chief Financial Officer, any Vice
          President, the Secretary, any Assistant Secretary, the Treasurer or any
          Assistant Treasurer of the Company, and to apply to such officers for advice or
          instructions in connection with its duties, and it shall not be liable for any
          action taken or suffered by it in good faith in accordance with instructions of
          any such officer or for any delay in acting while waiting for those
          instructions.  




21 










        (h)              The
Rights Agent and any shareholder, director, officer or employee of the           Rights
Agent may buy, sell or deal in, or act as the transfer agent for, any of           the
Rights, Common Shares or other securities of the Company or become           pecuniarily
interested in any transaction in which the Company may be           interested, or
contract with or lend money to the Company or otherwise act as           fully and freely
as though it were not Rights Agent under this Agreement.           Nothing herein shall
preclude the Rights Agent from acting in any other capacity           for the Company or
for any other legal entity.  




        (i)              The
Rights Agent may execute and exercise any of the rights or powers hereby           vested
in it or perform any duty hereunder either itself or by or through its
          attorneys or agents, and the Rights Agent shall not be answerable or
accountable           for any act, default, neglect or misconduct of any such attorneys
or agents or           for any loss to the Company resulting from any such act, default,
neglect or           misconduct, provided reasonable care was exercised in the selection
and           continued employment thereof.  




    21.       Change
of Rights Agent. The Rights Agent or any successor Rights           Agent may
resign and be discharged from its duties under this Agreement upon 30           days’ notice
in writing mailed to the Company and to each transfer agent of           the Common
Shares by registered or certified mail, and, if separate Right           Certificates
have been issued as of the date of such notice as contemplated by           Section 3, to
the holders of the Right Certificates by first-class mail. In the           event the
transfer agency relationship in effect between the Company and the           Rights Agent
or any of the Rights Agent’s affiliates terminates, the Rights           Agent will
be deemed to resign automatically on the effective date of such           termination;
and any required notice will be sent by the Company. The Company           may remove the
Rights Agent or any successor Rights Agent upon 30 days’          notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the           case may be, and
to each transfer agent of the Common Shares by registered or           certified mail,
and, if separate Right Certificates have been issued as of the           date of such
notice as contemplated by Section 3, to the holders of the Right           Certificates
by first-class mail. If the Rights Agent shall resign or be removed           or shall
otherwise become incapable of acting, the Company shall appoint a           successor to
the Rights Agent. If the Company shall fail to make such           appointment within a
period of 30 days after giving notice of such removal or           after it has been
notified in writing of such resignation or incapacity by the           resigning or
incapacitated Rights Agent or by the holder of a Right Certificate           (who shall,
with such notice, submit his Right Certificate for inspection by the           Company),
then the registered holder of any Right Certificate may apply to any           court of
competent jurisdiction for the appointment of a new Rights Agent. Any           successor
Rights Agent, whether appointed by the Company or by such a court,           shall be (a) a
corporation organized and doing business under the laws of           the United States or
of any state of the United States so long as such           corporation is authorized to
do business as a banking institution in the State           of New York or the State of
Wisconsin, in good standing, having an office or           agency in the State of
Wisconsin or the State of New York, which is authorized           under such laws to
exercise corporate trust or stock transfer powers and is           subject to supervision
or examination by federal or state authority and which           has at the time of its
appointment as Rights Agent a combined capital and           surplus of at least $50
million, or (b) an Affiliate of a corporation           described in clause (a) of
this sentence. After appointment, the successor           Rights Agent shall be vested
with the same powers, rights, duties and           responsibilities as if it had been
originally named as Rights Agent without           further act or deed; but the
predecessor Rights Agent shall deliver and transfer           to the successor Rights
Agent any property at the time held by it hereunder, and           execute and deliver
any further assurance, conveyance, act or deed necessary for           the purpose. Not
later than the effective date of any such appointment the           Company shall file
notice thereof in writing with the predecessor Rights Agent           and each transfer
agent of the Common Shares, and, if separate Right           Certificates have been
issued as of the date of such notice as contemplated by           Section 3, mail a
notice thereof in writing to the registered holders of the           Right Certificates.
Failure to give any notice provided for in this           Section 21, however, or
any defect therein, shall not affect the legality           or validity of the
resignation or removal of the Rights Agent or the appointment           of the successor
Rights Agent, as the case may be.  




22 









    22.       Issuance
of New Right Certificates. Notwithstanding any of the           provisions of
this Agreement or of the Rights to the contrary, the Company may,           at its
option, issue new Right Certificates evidencing Rights in such form as           may be
approved by its Board of Directors to reflect any adjustment or change in           the
Purchase Price and the number or kind or class of shares or other securities           or
property purchasable under the Right Certificates made in accordance with the
          provisions of this Agreement.  



    23.       Redemption. 



        (a)              The
Rights may be redeemed by action of the Board of Directors pursuant to           Section 23(b)
and shall not be redeemed in any other manner.  




        (b)              The
Board of Directors of the Company may, at its option, at any time prior to           such
time as any Person becomes an Acquiring Person, redeem all but not less           than
all the then outstanding Rights at a redemption price of           $0.001
per Right, appropriately adjusted to reflect any stock           split, stock dividend or
similar transaction occurring after the date hereof           (such redemption price
being hereinafter referred to as the “Redemption           Price”). The
redemption of the Rights by the Board of Directors may be made           effective at
such time on such basis and with such conditions as the Board of           Directors in
its sole discretion may establish. Notwithstanding anything           contained in this
Agreement to the contrary, the Rights shall not be exercisable           after the first
occurrence of a Section 11(a)(ii) Event until such time as           the Company’s
right of redemption hereunder has expired.  




        (c)              Immediately
upon the effectiveness of the action of the Board of Directors of           the Company
ordering the redemption of the Rights pursuant to           Section 23(b), and
without any further action and without any notice, the           right to exercise the
Rights will terminate and the only right thereafter of the           holders of Rights
shall be to receive the Redemption Price. The Company shall           promptly give
public notice of any such redemption; provided, however,          that the failure
to give, or any defect in, any such notice shall not affect the           validity of
such redemption. Within 10 days after the effectiveness of the           action of the
Board of Directors ordering the redemption of the Rights pursuant           to Section
23(b), the Company shall mail a notice of redemption to all the           holders of the
then outstanding Rights at their last addresses as they appear           upon the
registry books of the Rights Agent or, prior to the Distribution Date,           on the
registry books of the transfer agent for the Common Shares. Any notice           which is
mailed in the manner herein provided shall be deemed given, whether or           not the
holder receives the notice. Each such notice of redemption will state           the
method by which the payment of the Redemption Price will be made. Neither           the
Company nor any of its Affiliates or Associates may redeem, acquire or           purchase
for value any Rights at any time in any manner other than that           specifically set
forth in this Section 23 or in Section 24 hereof, and           other than in
connection with the purchase of Common Shares prior to the           Distribution Date.  









23 









    24.       Exchange. 



        (a)              The
Board of Directors of the Company may, at its option, at any time after any
          Person becomes an Acquiring Person, exchange all or part of the then
outstanding           and exercisable Rights (which shall not include Rights that have
become void           pursuant to the provisions of Section 11(a)(ii) hereof) for
Common Shares           of the Company at an exchange ratio of one Common Share per
Right, appropriately           adjusted to reflect any stock split, stock dividend or
similar transaction           occurring after the date hereof (such exchange ratio being
hereinafter referred           to as the “Exchange Ratio”). Notwithstanding the
foregoing, the Board           of Directors shall not be empowered to effect such
exchange at any time after           any Person (other than the Company, any Subsidiary
of the Company, any employee           benefit plan of the Company or any such
Subsidiary, any entity holding Common           Shares for or pursuant to the terms of
any such plan, or any trustee,           administrator or fiduciary of such a plan),
together with all Affiliates and           Associates of such Person, becomes the
Beneficial Owner of 50% or more of the           Common Shares of the Company then
outstanding.  




        (b)              Immediately
upon the action of the Board of Directors of the Company ordering           the exchange
of any Rights pursuant to Section 24(a) and without any           further action and
without any notice, the right to exercise such Rights shall           terminate and the
only right thereafter of a holder of such Rights shall be to           receive that
number of Common Shares equal to the number of such Rights held by           such holder
multiplied by the Exchange Ratio. The Company shall promptly give           public notice
of any such exchange; provided, however, that the failure           to give, or
any defect in, such notice shall not affect the validity of such           exchange. The
Company promptly shall mail a notice of any such exchange to all           of the holders
of such Rights at their last addresses as they appear upon the           registry books
of the Rights Agent. Any notice which is mailed in the manner           herein provided
shall be deemed given, whether or not the holder receives the           notice. Each such
notice of exchange will state the method by which the exchange           of the Common
Shares for Rights will be effected and, in the event of any           partial exchange,
the number of Rights which will be exchanged. Any partial           exchange shall be
effected pro rata based on the number of Rights (other than           Rights which have
become void pursuant to the provisions of           Section 11(a)(ii) hereof) held
by each holder of Rights.  




        (c)              In
any exchange pursuant to this Section 24, the Company, at its option,           may
substitute common stock equivalents (as such term is defined in Section
          11(a)(iii) hereof) for some or all of the Common Shares exchangeable for
Rights.  




        (d)              In
the event that there shall not be sufficient Common Shares or common stock
          equivalents issued but not outstanding or authorized but unissued to permit any
          exchange of Rights as contemplated in accordance with this Section 24, the
          Company shall take all such action as may be necessary to authorize additional
          Common Shares or common stock equivalents for issuance upon exchange of the
          Rights.  






24 










        (e)              The
Company shall not be required to issue fractions of Common Shares or to
          distribute certificates which evidence fractional Common Shares. In lieu of
such           fractional Common Shares, the Company shall pay to the registered holders
of the           Right Certificates with regard to which such fractional Common Shares
would           otherwise be issued an amount in cash equal to the same fraction of the
current           market value of a whole Common Share. For the purposes of this Section
24(e),           the current market value of a whole Common Share shall be the closing
price of a           Common Share (as determined pursuant to the second sentence of
          Section 11(d) hereof) for the Trading Day immediately prior to the date of
          exchange pursuant to this Section 24.  




    25.       Notice
of Certain Events. 



        (a)              In
case the Company shall propose, after the Distribution Date, (i) to pay any
          dividend payable in stock of any class to the holders of Common Shares or to
          make any other distribution to the holders of Common Shares (other than a
          regular quarterly cash dividend), (ii) to offer to the holders of Common Shares
          rights or warrants to subscribe for or to purchase any additional Common Shares
          or shares of stock of any class or any other securities, rights or options,
          (iii) to effect any reclassification of Common Shares (other than a
          reclassification involving only the subdivision of outstanding Common Shares),
          (iv) to effect any consolidation or merger into or with (other than a merger of
          a Subsidiary into or with the Company), to effect any share exchange with or to
          effect any sale or other transfer (or to permit one or more of its Subsidiaries
          to effect any sale or other transfer), in one or more transactions, of 50% or
          more of the assets or earning power of the Company and its Subsidiaries (taken
          as a whole) to, any other Person, or (v) to effect the liquidation, dissolution
          or winding up of the Company, then, in each such case, the Company shall give
to           each holder of a Right Certificate, in accordance with Section 26
hereof, a           notice of such proposed action, which shall specify the record date
for the           purposes of such stock dividend, or distribution of rights or warrants,
or the           date on which such reclassification, consolidation, merger, share
exchange,           sale, transfer, liquidation, dissolution, or winding up is to take
place and the           date of participation therein by the holders of the Common Shares
if any such           date is to be fixed, and such notice shall be so given in the case
of any action           covered by clause (i) or (ii) above at least 10 days prior to the
record date           for determining holders of Common Shares for purposes of such
action, and in the           case of any such other action, at least 10 days prior to the
date of the taking           of such proposed action or the date of participation therein
by the holders of           the Common Shares, whichever shall be the earlier.  




        (b)              In
case any of Section 11(a)(ii) Event or Section 13 Event shall           occur,
then, in any such case, (i) the Company shall as soon as practicable           thereafter
give to each holder of a Right Certificate, in accordance with           Section 26
hereof, a notice of the occurrence of such event, which notice           shall include a
brief summary of the Section 11(a)(ii) Event or           Section 13 Event, as
the case may be, and the consequences thereof to           holders of Rights.  




25 










    26.       Notices. 



        (a)              Notices
or demands authorized by this Agreement to be given or made by the           Rights Agent
or by the holder of any Right Certificate to or on the Company           shall be
sufficiently given or made if sent by first-class mail, postage           prepaid,
addressed (until another address is filed in writing with the Rights           Agent) as
follows:  




	 	
First
Business Financial Services, Inc.
PO Box 44961
Madison, WI 53744-4961
Attention: Secretary  






        (b)              Subject
to the provisions of Section 21 hereof, any notice or demand           authorized by
this Agreement to be given or made by the Company or by the holder           of any Right
Certificate to or on the Rights Agent shall be sufficiently given           or made if
sent by first-class mail, postage prepaid, addressed (until another           address is
filed in writing with the Company) as follows:  




	 	
Computershare
Trust Company, N.A.
2 North LaSalle Street 
Chicago, IL 60602
Attention: Client Services  






        (c)              Notices
or demands authorized by this Agreement to be given or made by the           Company or
the Rights Agent to the holder of any Right Certificate shall be           sufficiently
given or made if sent by first-class mail, postage prepaid,           addressed to such
holder at the address of such holder as shown on the registry           books of the
Company.  




    27.       Supplements
and Amendments. Prior to such time as any Person           becomes an Acquiring
Person and subject to the penultimate sentence of this           Section 27, the
Company may and the Rights Agent shall, if the Company so           directs, supplement
or amend any provision of this Agreement without the           approval of any holders of
certificates representing Common Shares of the           Company. Without limiting the
foregoing, the Company may at any time prior to           such time as any Person becomes
an Acquiring Person amend this Agreement to           lower the thresholds set forth in
Sections 1(a) and 3(a) hereof from           15% to not less than 10%,
with appropriate exceptions for Persons           then beneficially owning Common Shares
of the Company constituting a percentage           of the number of Common Shares then
outstanding equal to or in excess of the new           threshold. From and after such
time as any Person becomes an Acquiring Person           and subject to the penultimate
sentence of this Section 27, the Company and           the Rights Agent shall, if
the Company so directs, supplement or amend this           Agreement without the approval
of any holders of Right Certificates in order (i)           to cure any ambiguity, (ii)
to correct or supplement any provision contained           herein which may be defective
or inconsistent with any other provision herein,           (iii) to shorten or lengthen
any time period hereunder, or (iv) to change or           supplement the provisions
hereunder in any manner which the Company may deem           necessary or desirable and
which shall not adversely affect the interests of the           holders of Right
Certificates (other than an Acquiring Person or an Affiliate or           Associate of an
Acquiring Person); provided, that from and after such           time as any Person
becomes an Acquiring Person this Agreement may not be           supplemented or amended
to lengthen, pursuant to clause (iii) of this sentence,           (A) a time period
relating to when the Rights may be redeemed at such time as           the Rights are not
then redeemable, or (B) any other time period unless such           lengthening is for
the purpose of protecting, enhancing or clarifying the rights           of, and/or the
benefits to, the holders of Rights. Upon the delivery of a           certificate from an
appropriate officer of the Company which states that the           proposed supplement or
amendment is in compliance with the terms of this           Section 27, the Rights
Agent shall execute such supplement or amendment.           Notwithstanding the
foregoing, the Rights Agent shall not be required to           supplement or amend this
Agreement in a manner that adversely affects its rights           or obligations under
this Agreement. Notwithstanding anything contained in this           Agreement to the
contrary, no supplement or amendment shall be made that changes           the Redemption
Price or moves to an earlier date the then effective Final           Expiration Date.
Prior to the Distribution Date, the interests of the holders of           Rights shall be
deemed coincident with the interests of the holders of Common           Shares of the
Company.  






26 










    28.       Determinations
and Actions by the Board of Directors. For all           purposes of this
Agreement, any calculation of the number of Common Shares of           the Company
outstanding at any particular time, including for purposes of           determining the
particular percentage of such outstanding Common Shares of which           any Person is
the Beneficial Owner, shall be made in accordance with the last           sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the           Exchange
Act. The Board of Directors of the Company shall have the exclusive           power and
authority to administer this Agreement and to exercise all rights and           powers
specifically granted to the Board of Directors or to the Company, or as           may be
necessary or advisable in the administration of this Agreement,           including,
without limitation, the right and power to (a) interpret the           provisions of this
Agreement, and (b) make all determinations deemed necessary           or advisable for
the administration of this Agreement (including a determination           to redeem or
not redeem the Rights or to amend the Agreement and any           determination as to
whether actions or any Person shall be such as to cause such           Person to
beneficially own shares held by another Person). All such actions,
          calculations, interpretations and determinations (including, for purposes of
          clause (ii) below, all omissions with respect to the foregoing) which are done
          or made by the Board of Directors of the Company in good faith, shall (i) be
          final, conclusive and binding on the Company, the Rights Agent, the holders of
          the Rights and all other parties, and (ii) not subject the Board of Directors
of           the Company to any liability to the holders of the Rights or to any other
          person.  



    29.       Successors. All
the covenants and provisions of this Agreement by           or for the benefit of the
Company or the Rights Agent shall bind and inure to           the benefit of their
respective successors and assigns hereunder.  



    30.       Benefits
of this Agreement. Nothing in this Agreement shall be           construed to give
to any person or corporation other than the Company, the           Rights Agent and the
registered holders of the Right Certificates (and, prior to           the Distribution
Date, the Common Shares of the Company) any legal or equitable           right, remedy or
claim under this Agreement; but this Agreement shall be for the           sole and
exclusive benefit of the Company, the Rights Agent and the registered           holders
of the Right Certificates (and, prior to the Distribution Date, the           Common
Shares of the Company).  



27 










    31.       Severability. If
any term, provision, covenant or restriction of           this 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 this Agreement shall remain in full force and           effect and shall
in no way be affected, impaired or invalidated.  



    32.       Governing
Law. This Agreement and each Right Certificate issued           hereunder shall
be deemed to be a contract made under the laws of the State of           Wisconsin 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.  



    33.       Counterparts. This
Agreement may be executed in any number of           counterparts and each of such
counterparts shall for all purposes be deemed to           be an original, and all such
counterparts shall together constitute but one and           the same instrument.  



    34.       Descriptive
Headings. Descriptive headings of the several           Sections of this
Agreement are inserted for convenience only and shall not           control or affect the
meaning or construction of any of the provisions hereof.  



    35.       Force
Majeure. Notwithstanding anything to the contrary contained           herein,
Rights Agent shall not be liable for any delays or failures in           performance
resulting from acts beyond its reasonable control including, without
          limitation, acts of God, terrorist acts, work stoppages, war, or civil unrest.  











28 









IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and attested, all as of the
day and year first above written. 



		FIRST BUSINESS FINANCIAL 
    SERVICES, INC.
	

Attest:  /s/ Steven R. Barth	/s/ Corey Chambas
	By:  Steven R. Barth	By:  Corey Chambas
	Title:  Foley & Lardner LLP	Title:  President and Chief Executive Officer
	

 	COMPUTERSHARE TRUST COMPANY, 
    N.A.
	

Attest:  /s/ David L. Adamson	/s/ Robert A. Buckley, Jr.
	By:  David L. Adamson	By:  Robert A. Buckley Jr. 
	Title:  Manager, Investor Services	Title:  Sr. Vice President




 










29 











		

		EXHIBIT A 
		






[Form of Right
Certificate] 



	Certificate No. R-	_______ Rights







	 	
NOT
EXERCISABLE AFTER JUNE 5, 2018 (SUBJECT TO EXTENSION) OR EARLIER IF REDEMPTION OR 
EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT
AND TO EXCHANGE  ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 






Right Certificate 



FIRST BUSINESS
FINANCIAL SERVICES, 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 June 5, 2008, and as
such agreement may be amended (the “Rights Agreement”), between First Business
Financial Services, Inc., a Wisconsin corporation (the “Company”), and
Computershare Trust Company, 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., Madison, Wisconsin time, on June 5, 2018,
subject to extension, at the principal office of the Rights Agent, or at the office of its
successor as Rights Agent, one-half of one fully paid nonassessable (except as otherwise
provided by any corporation law applicable to the Company) share of common stock, $0.01
par value per share (“Common Shares”), of the Company, at a purchase price of $85.00
per Common Share (the “Purchase Price”) (equivalent to $42.50 for each one-half
of a Common Share), 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 (and the number of Common Shares 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 July 1, 2008, based on the Common Shares as constituted at such date. As provided
in the Rights Agreement, the Purchase Price and the number of Common Shares which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain events. 







A-1 









        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 offices of the Rights Agent. 



        This
Right Certificate, with or without other Right Certificates, upon surrender at the
principal office of the Rights Agent, 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 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 may be
redeemed by the Company at a redemption price of $0.001 per Right. The Board
of Directors of the Company may, at its option, at any time after any Person becomes an
Acquiring Person, but prior to such Person’s acquisition of 50% or more of the
outstanding Common Shares, exchange the Rights evidenced by this Certificate for Common
Shares, at an exchange ratio of one Common Share per Right, subject to adjustment, as
provided in the Rights Agreement. 



        No
fractional Common Shares 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 Rights may be exercised that would entitle the holder to any fraction of a
Common Share greater than one-half of a Common Share unless concurrently therewith such
holder purchases an additional fraction of a Common Share which, when added to the number
of Common Shares to be received upon such exercise, equals an integral number of Common
Shares, as provided in the Rights Agreement. 



        No
holder of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Common Shares or of any other securities of the
Company which may at any time be issuable on the exercise 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 shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to 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 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 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. 






A-2 









        WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal. 



Dated as of ____________,
____. 



		FIRST BUSINESS FINANCIAL 
    SERVICES, INC.
	

Attest:_______________________________	____________________________________________________
	By:__________________________________	By:__________________________________
	Title:_________________________________	Title:_________________________________





Countersigned: 



	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, 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: 



        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







     








A-4 









[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 FIRST BUSINESS FINANCIAL SERVICES,
INC.: 



        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 
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 Financial Industry Regulatory Authority, or a commercial bank or trust company
having an office or correspondent in the United States. 




A-5 










[Form of Reverse Side
of Right Certificate — continued] 



     



        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 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. 











A-6 









		

		EXHIBIT B 
		





FIRST BUSINESS
FINANCIAL SERVICES, INC.  



SUMMARY OF COMMON SHARE
PURCHASE RIGHTS 



        On
June 5, 2008, the Board of Directors of First Business Financial Services, Inc. (the
“Company”) declared a dividend of one common share purchase right (a
“Right”) for each outstanding share of common stock, $0.01 par value per share
(the “Common Shares”), of the Company. The dividend is payable on July 15, 2008
to the shareholders of record on July 1, 2008 (the “Record Date”). Each Right
entitles the registered holder to purchase from the Company one-half of one Common Share,
at a price of $85.00 per Common Share (equivalent to $42.50 for each one-half of a
Common Share), subject to adjustment (the “Purchase Price”). The description and
terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”)
between the Company and Computershare Trust Company, N.A., as Rights Agent (the
“Rights Agent”). 



        Until
the earlier to occur of (i) a public announcement that a person or
group of affiliated or associated persons (other than the Company, a subsidiary of the
Company or an employee benefit plan of the Company or a subsidiary) (an “Acquiring
Person”) has acquired beneficial ownership of 15% or more of the
outstanding Common Shares (the “Shares Acquisition Date”) or (ii) 10 business
days (or such later date as may be determined by action of the Company’s Board of
Directors prior to such time as any person becomes an Acquiring Person) 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
(other than the Company, a subsidiary of the Company or an employee benefit plan of the
Company or a subsidiary) of 15% or more of such outstanding Common Shares (the earlier
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. 



        The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued after the
Record Date, upon transfer or new issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares, outstanding as of the Record Date, even without such notation, will
also constitute the transfer of the Rights associated with the Common Shares represented
by such certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights. 













        The
Rights are not exercisable until the Distribution Date. The Rights will expire on June 5,
2018 (the “Final Expiration Date”), subject to extension, unless
the Rights are earlier redeemed or exchanged by the Company, in each case as described
below. 



        The
Purchase Price payable, and the number of Common Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (ii) upon the grant to holders of the Common
Shares of certain rights or warrants to subscribe for or purchase Common Shares at a
price, or securities convertible into Common Shares with a conversion price, less than the
then current market price of the Common Shares or (iii) upon the distribution to holders
of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly
cash dividends or dividends payable in Common Shares) or of subscription rights or
warrants (other than those referred to above). 



        In
the event that any person becomes an Acquiring Person (a “Flip-In Event”), each
holder of a Right (except as otherwise provided in the Rights Agreement) will thereafter
have the right to receive upon exercise that number of Common Shares (or, in certain
circumstances cash, property or other securities of the Company or a reduction in the
Purchase Price) having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all
Rights that are, or (under certain circumstances specified in the Rights Agreement) were,
or subsequently become beneficially owned by an Acquiring Person, related persons and
transferees will be null and void. 



        In
the event that, at any time following the Shares Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction or (ii) 50% or more of its
consolidated assets or earning power are sold (the events described in clauses (i) and
(ii) are herein referred to as “Flip-Over Events”), proper provision will be
made so that each holder of a Right (except as otherwise provided in the Rights Agreement)
will thereafter have the right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the then current
Purchase Price. 



        With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional
Common Shares will be issued. In lieu of fractional Common Shares equal to one-half of a
Common Share or less, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise. No Rights may be
exercised that would entitle the holder thereof to any fractional Common Share greater
than one-half of a Common Share unless concurrently therewith such holder purchases an
additional fraction of a Common Share which when added to the number of Common Shares to
be received upon such exercise, equals an integral number of Common Shares. 





B-2 









        The
Purchase Price is payable by certified check, cashier’s check, bank draft or money
order or, if so provided by the Company, the Purchase Price following the occurrence of a
Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common
Shares having an equivalent value. 



        At
any time after a person becomes an Acquiring Person and prior to the acquisition by such
Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by any Acquiring Person
which have become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment). 



        At
any time prior to a person becoming an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right (the “Redemption Price”). The redemption of the
Rights may be made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price. 



        Other
than amendments that would change the Redemption Price or move to an earlier date the
Final Expiration Date of the Rights, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 15% to not less
than 10%, with appropriate exceptions for any person then beneficially owning a percentage
of the number of Common Shares then outstanding equal to or in excess of the new
threshold, except that from and after such time as any Person becomes an Acquiring Person
no such amendment may adversely affect the interests of the holders of the Rights. 



        Until
a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive dividends. 



        A
copy of the Rights Agreement has been filed with the Securities and Exchange Commission as
an Exhibit to a Registration Statement on Form 8-A filed with respect to the Rights. A
copy of the Rights Agreement is also available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby incorporated herein by
reference. 





B-3