EXHIBIT 4.1(a)
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                     CORRECTIONAL SERVICES CORPORATION

                                    AND

                AMERICAN STOCK TRANSFER & TRUST COMPANY, AS
                               RIGHTS AGENT


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                             RIGHTS AGREEMENT

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                       DATED AS OF JANUARY 11, 2000

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RIGHTS  AGREEMENT,  DATED AS OF JANUARY 11, 2000 (THE "AGREEMENT"), BETWEEN
CORRECTIONAL SERVICES  CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"),
AND  AMERICAN  STOCK  TRANSFER  &  TRUST  COMPANY,  A  BANKING  CORPORATION
ORGANIZED UNDER THE LAWS OF NEW YORK (THE "RIGHTS AGENT").

          The Board of  Directors  of  the Company (the "Board") authorized
and  declared a dividend of one Right (as  hereinafter  defined)  for  each
Common  Share  (as  hereinafter  defined) of the Company outstanding at the
Close of Business (as hereinafter defined) on January 11, 2000 (the "Record
Date"), each Right representing the  right  to  purchase one one-thousandth
(subject  to  adjustment  as  provided  herein)  of a Preferred  Share  (as
hereinafter defined), upon the terms and subject to  the  conditions herein
set  forth,  and  has  further  authorized  the issuance of one Right  with
respect  to  each Common Share that shall become  outstanding  between  the
Record Date and  the  Distribution Date (as hereinafter defined); provided,
however, that Rights may be issued with respect to Common Shares that shall
become outstanding after  the Distribution Date and prior to the earlier of
the Redemption Date (as hereinafter  defined) and the Final Expiration Date
(as hereinafter defined) in accordance  with  the  provisions of Section 22
hereof.

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

     SECTION  1.   CERTAIN DEFINITIONS.

          For purposes of this  Agreement,  the  following terms shall have
the meanings indicated:

         (a) "Acquiring  Person"  shall  mean  any  Person  who  or  which,
together with all Affiliates and Associates of such Person,  shall  be  the
Beneficial  Owner  of  10%  or  more  of the then outstanding Common Shares
(other than as a result of a Permitted  Offer)  or  was  such  a Beneficial
Owner  at  any  time  after  the  date  hereof,  whether or not such Person
continues to be the Beneficial Owner of 10% or more of the then outstanding
Common Shares, but shall not include (A) the Company, (B) any Subsidiary of
the  Company,  (C)  any  employee benefit plan of the  Company  or  of  any
Subsidiary of the Company,  or  (D)  any  Person  or  entity holding Common
Shares for or pursuant to the terms of any such employee  benefit  plan.  A
Person  other  than  the  Company  or any Subsidiary of the Company holding
Common Shares for or pursuant to the  terms  of an employee benefit plan of
the Company or of any Subsidiary of the Company  and  in addition being the
Beneficial Owner of Common Shares that are not held for  or pursuant to the
terms  of any such plan shall be deemed to constitute an Acquiring  Person,
notwithstanding  anything herein stated, if, but only if, it, together with
its Affiliates and Associates, shall be the Beneficial Owner of 10% or more
(or in the case of  a  Grandfathered Person, its Grandfathered Percentage),
exclusive of those Common Shares held by it for or pursuant to the terms of
any such plan, of the Common  Shares then outstanding.  Notwithstanding the
foregoing, no Person shall become  an "Acquiring Person" (x) as a result of
the acquisition of Common Shares by  the  Company  which,  by  reducing the
number of Common Shares outstanding, increases the proportional  number  of
Common   Shares  beneficially  owned  by  such  Person  together  with  all
Affiliates  and  Associates  of  such  Person provided that if (1) a Person
would become an Acquiring Person (but for the operation of this clause (x))
as a result of the acquisition of Common  Shares  by  the  Company, and (2)

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after such share acquisition by the Company, such Person, or  an  Affiliate
or Associate of such Person, becomes the Beneficial Owner of any additional
Common Shares, then such Person shall be deemed an Acquiring Person, or (y)
if the Board determines in good faith that a Person who would otherwise  be
an  Acquiring  Person,  as  defined pursuant to the foregoing provisions of
this  paragraph  (a), has become  such  inadvertently  (including,  without
limitation, because  (i) such Person was unaware that it beneficially owned
a percentage of Common  Stock  that would otherwise cause such Person to be
an Acquiring Person, or (ii) such  Person  was  aware  of the extent of its
Beneficial Ownership of Common Shares but had no actual  knowledge  of  the
consequences  of  such  Beneficial  Ownership  of  Common Shares under this
Agreement) and without any intention of changing or  influencing control of
the  Company,  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
paragraph,  then such Person shall not be deemed to be or to have become an
Acquiring Person  for  any  purposes  of  this  Agreement.  Notwithstanding
anything  in  this Agreement to the contrary, (x) no  Grandfathered  Person
shall be deemed  to  be an "Acquiring Person" as long as such Grandfathered
Person is not the Beneficial  Owner  of a number of then outstanding Common
Shares  representing  in  excess of the lesser  of  (i)  the  Grandfathered
Percentage or (ii) any percentage  of  the Common Shares beneficially owned
by such Grandfathered Person in the aggregate  at any time after the Record
Date,  and  (y)  any  Grandfathered  Person  who subsequently  becomes  the
Beneficial  Owner of less than 10% of the then  outstanding  Common  Shares
shall cease to be a Grandfathered Person.

         (b) "Act"  shall mean the Securities Act of 1933, as amended as in
effect on the date of this Agreement.

         (c) "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 and as in effect on
the date of this Agreement (the "Exchange Act").

         (d) A Person shall be deemed  the "Beneficial Owner" of, and shall
be  deemed to "beneficially own" or have  "beneficial  ownership"  of,  any
securities:

              (i) which  such  Person or any of such Person's Affiliates or
Associates beneficially owns, directly  or  indirectly,  including  without
limitation  securities  with  respect  to  which such Person or any of such
Person's Affiliates or Associates has "beneficial  ownership"  pursuant  to
Rule 13d-3 of the General Rules and Regulations under the Exchange Act;

             (ii) which  such  Person or any of such Person's Affiliates or
Associates has, directly or indirectly,  (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, whether or  not in
writing (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,
other rights (other  than  the  Rights), warrants or options, or otherwise;
provided, however, that a Person  shall  not be deemed the Beneficial Owner
of,  or  to  beneficially  own,  or to have beneficial  ownership  of,  any
securities pursuant to subsection  (i),  (ii) or (iii) of this Section l(d)
solely  because  such  securities are 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

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purchase or exchange, or (B) the right to vote or  dispose  of  pursuant to
any  agreement,  arrangement  or understanding (whether or not in writing);
provided, however, that a Person  shall  not be deemed the Beneficial Owner
of,  or  to  beneficially  own,  or to have beneficial  ownership  of,  any
securities pursuant to subsection  (i),  (ii) or (iii) of this Section l(d)
solely  because  of  the  right  to  vote such securities  pursuant  to  an
agreement, arrangement or understanding  if  the  agreement, arrangement or
understanding to vote such securities (1) arises solely  from  a  revocable
proxy or consent given to such Person or any of such Person's Affiliates or
Associates  in  response  to  a  public  proxy or consent solicitation made
pursuant to, and in accordance with, the applicable  rules  and regulations
promulgated  under the Exchange Act and (2) is not also then reportable  by
such Person on  Schedule  13D  under the Exchange Act (or any comparable or
successor report) as being beneficially owned by such Person; or

            (iii) which are beneficially  owned, directly or indirectly, by
any other Person (or any Affiliate or Associate  thereof)  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  acquiring,
holding,  voting  (except  to  the  extent  contemplated by the proviso  to
Section l(d)(ii)(B) above) or disposing of any securities of the Company.

          Notwithstanding anything in this definition of a Beneficial Owner
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.

         (e) "Business  Day"  shall  mean  any  day  other than a Saturday,
Sunday,  U.S. federal holiday or any day on which banking  institutions  in
the State of New York are authorized or obligated by law or executive order
to close.

         (f) "Close  of  Business"  on any given date shall mean 5:00 P.M.,
New York, New York time, on such date; provided, however, that if such date
is not a Business Day it shall mean 5:00  P.M., New York, New York time, on
the next succeeding Business Day.

         (g) "Common  Shares," when used with  reference  to  the  Company,
shall mean the shares of  Common Stock of the Company with the par value of
$.01 per share (as such par value may be changed from time to time) and, in
the event of a subdivision,  combination  or  consolidation with respect to
such shares of Common Stock, the shares of Common Stock resulting from such
subdivision, combination or consolidation.  "Common Shares," when used with
reference  to any Person other than the Company,  shall  mean  the  capital
stock (or equity  interest)  with the greatest combined economic and voting
power of such other Person or,  if  such  other  Person  is a Subsidiary of
another Person, the Person or Persons which ultimately control  such first-
mentioned Person.

         (h) "Disinterested Directors" shall mean the members of  the Board
who  are not (i) employees of the Company, (ii) Acquiring Persons or  their

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Affiliates  or  Associates  or representatives of any of them, or (iii) any
Person who was directly or indirectly  proposed  or nominated as a director
of the Company by a Transaction Person.

         (i) "Distribution Date" shall mean the earlier to occur of (i) the
Shares Acquisition Date or (ii) the Close of Business on the tenth Business
Day (or such later date as may be determined by action  of the Board) after
the date of the commencement (which intention to commence remains in effect
for five Business Days after such announcement) by 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 or any Person or entity
organized, appointed or established by the Company  for  or pursuant to the
terms of any such plan) of a tender or exchange offer the  consummation  of
which  would  result in any Person becoming an Acquiring Person (including,
in the case of both clauses of this subsection (i) and (ii) above, any such
date which is after the date of this Agreement and prior to the issuance of
the Rights).

         (j) "Final  Expiration  Date"  shall mean the Close of Business on
January 11, 2010.

         (k) "Grandfathered Percentage" shall  mean,  with  respect  to any
Grandfathered  Person,  a  percentage of the Common Shares outstanding from
time  to  time  equal  to the percentage  that  such  Grandfathered  Person
beneficially owned on the Record Date.

         (l) "Grandfathered  Person"  shall  mean  any Person who or which,
together with all Affiliates and Associates of such  Person,  was,  on  the
Record  Date,  the  Beneficial  Owner  of  10% or more of the Common Shares
outstanding on such date.

         (m) "Interested Stockholder" shall  mean  any  Acquiring Person or
any Affiliate or Associate of an Acquiring Person or any  other  Person  in
which  any  such  Acquiring  Person, Affiliate or Associate has an interest
which represents in excess of  5%  of the total combined economic or voting
power of such Person, or any other Person  acting directly or indirectly on
behalf  of,  or in concert with, any such Acquiring  Person,  Affiliate  or
Associate.

         (n) "Permitted  Offer"  shall  mean a tender or exchange offer for
all outstanding Common Shares which is at  a price and on terms determined,
prior to the purchase of such shares under such  tender  or exchange offer,
by at least a majority of the Disinterested Directors, to  be  adequate and
otherwise in the best interests of the Company and its stockholders  (other
than the Person, or any Affiliate or Associate thereof, on whose behalf the
offer   is   being  made),  taking  into  account  all  factors  that  such
Disinterested Directors may deem relevant.

         (o) "Person"   shall   mean  any  individual,  firm,  partnership,
corporation, trust, association,  joint  venture or other entity, and shall
include any successor (by merger or otherwise) of such entity.

         (p) "Preferred Shares" shall mean Series A Participating Preferred
Stock of the Company with the par value of  $.01  per  share  (as  such par
value may be changed from time to time) having the preferences, limitations
and relative rights set forth in the Form of Certificate of Designation  of
Series  A  Participating  Preferred  Stock  of the Company attached to this
Agreement as EXHIBIT A.

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         (q) "Purchase Price" shall mean the  price  per one one-thousandth
of a Preferred Share.

         (r) "Redemption Date" shall mean the time at  which the Rights are
redeemed as provided in Section 23 hereof.

         (s) "Redemption  Price" shall mean $.01 per Right,  which  is  the
price that the Board may, at its option, redeem all, but not less than all,
of the then outstanding Rights in accordance with the provisions of Section
23(a) hereof.

         (t) "Right" shall mean one Preferred Share purchase right.

         (u) "Section 11(a)(ii)  Event"  shall  mean any event described in
Section 11(a)ii) hereof.

         (v) "Section 13 Event" shall mean any event  described  in  clause
(i), (ii) or (iii) of Section 13(a) hereof.

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

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

         (y) "Transaction" shall mean  any merger, consolidation or sale of
assets  described in Section 13(a) hereof  or  any  acquisition  of  Common
Shares of the Company which would result in a Person becoming a Transaction
Person.

         (z) "Transaction  Person" with respect to a Transaction shall mean
(i)  any Person who (A) is or  will  become  an  Acquiring  Person  if  the
Transaction  were to be consummated and (B) directly or indirectly proposed
or nominated a  director  of the Company which director is in office at the
time of consideration of the Transaction, or (ii) an Affiliate or Associate
of such a Person.

        (aa) "Triggering Event"  shall  mean any Section 11(a)(ii) Event or
any Section 13 Event.

        (bb) "Voting  Securities"  shall mean  securities  of  the  Company
generally entitled to vote in the election of directors of the Company.

     SECTION  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
Common  Shares) in accordance with the terms and conditions hereof, and the

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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.

     SECTION  3.   ISSUE OF RIGHT CERTIFICATES.

         (a) The  Rights  will  be  evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates  for  Common  Shares registered in
the names of the holders thereof (which certificates shall  also  be deemed
to  be  Right Certificates and not be separate Right Certificates, and  the
right to receive Right Certificates will be transferable only in connection
with the  transfer of the underlying Common Shares (including a transfer to
the Company)  until  the  Distribution Date; provided, however, that if the
tender offer is terminated  prior to the occurrence of a Distribution Date,
then no Distribution Date shall occur as a result of such tender offer.  As
soon as practicable after the  Distribution  Date, the Company will prepare
and execute, the Rights Agent will countersign  and  send,  or  cause to be
sent, by first-class, insured, postage prepaid mail, to each record  holder
of  Common Shares 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, substantially in the  form  of  EXHIBIT  B  hereto  (a  "Right
Certificate"),  evidencing one Right for each Common Share so held.  As  of
and after the Distribution  Date,  the  Rights  will be evidenced solely by
such Right Certificates.

         (b) Following the Record Date, the Company  shall send a copy of a
Summary of Rights to Purchase Preferred Shares, in substantially  the  form
of  EXHIBIT  C  hereto  (the  "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder  of  Common  Shares  as of the Close of
Business  on the Record Date, at the address of such holder  shown  on  the
records of the Company.  Upon the execution and delivery of this Agreement,
or as soon  as  practicable  thereafter,  the  Company  shall file with the
Securities and Exchange Commission the full text of this  Agreement and the
Summary  of  Rights.   With  respect  to  certificates  for  Common  Shares
outstanding  on  the  Record Date, until the Distribution Date, the  Rights
will be evidenced by such  certificates  registered  in  the  names  of the
holders  thereof  together  with  a  copy of the Summary of Rights attached
thereto.  Until the Distribution Date  (or  the  earlier  of the Redemption
Date  or  the  Final  Expiration Date), the surrender for transfer  of  any
certificate for Common  Shares  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 such Common Shares.

         (c) Certificates  for  Common   Shares  which  become  outstanding
(including, without limitation, reacquired Common Shares referred to in the
last sentence of this Section 3(c)) after  the Record Date but prior to the
earliest  of  the  Distribution  Date, the Redemption  Date  or  the  Final
Expiration Date shall be deemed also to be certificates for Rights and from
and after the date hereof shall bear the following legend:

          This certificate also evidences and entitles the holder
          hereof to certain rights  as  set  forth  in  a  Rights
          Agreement between Correctional Services Corporation and
          American  Stock  Transfer & Trust Company, dated as  of
          January 11, 2000 (the "Rights Agreement"), the terms of
          which (including restrictions  on  the transfer of such
          Rights) are hereby incorporated herein by reference and
          a  copy of which is on file at the principal  executive

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          offices  of  Correctional  Services Corporation.  Under
          certain  circumstances,  as set  forth  in  the  Rights
          Agreement, such Rights will  be  evidenced  by separate
          certificates  and will no longer be evidenced  by  this
          certificate.  Correctional  Services  Corporation  will
          mail  to  the  holder of this certificate a copy of the
          Rights Agreement  without  charge  after  receipt  of a
          written  request  therefor  from  such  holder.   Under
          certain   circumstances   set   forth   in  the  Rights
          Agreement, Rights issued to, or held by, any Person who
          is, was or becomes an Acquiring Person or  an Affiliate
          or   Associate   thereof  (as  defined  in  the  Rights
          Agreement)  and  certain   related   persons,   whether
          currently held by or on behalf of such Person or by any
          subsequent holder, may become null and void.

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 canceled and
retired so that the Company shall  not  be  entitled to exercise any Rights
associated with the Common Shares which are no longer outstanding.

     SECTION  4.   FORM OF RIGHT CERTIFICATE.

         (a) The Right Certificates (and the  forms of election to purchase
and  of  assignment  to  be  printed  on  the  reverse  thereof)  shall  be
substantially in the form set forth in EXHIBIT B  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 Sections 11 and 22 hereof, the  Right
Certificates  shall  entitle the holders thereof to purchase such number of
one one-thousandths of  a  Preferred Share as shall be set forth therein at
the Purchase Price, but the  amount and type of securities purchasable upon
the exercise of each Right and  the Purchase Price thereof shall be subject
to adjustment as provided herein.

         (b) Any Right Certificate  issued  pursuant  to Section 3(a) or 22
hereof that represents Rights which are null and void pursuant  to  Section
7(e)  hereof  and any Right Certificate issued pursuant to Section 6 or  11
hereof upon transfer,  exchange,  replacement  or  adjustment  of any other
Right  Certificate  referred  to  in  this sentence, shall contain (to  the
extent feasible) the following legend:

          The Rights represented by this Right Certificate are or
          were beneficially owned by a  Person  who was or became
          an  Acquiring  Person  or  an  Affiliate  or  Associate
          thereof  (as  such  terms  are  defined  in  the Rights
          Agreement).   Accordingly,  this Right Certificate  and
          the Rights represented hereby are null and void.

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Provisions of Section 7(e) hereof shall  be  operative  whether  or not the
foregoing legend is contained on any such Right Certificate.

     SECTION  5.   COUNTERSIGNATURE AND REGISTRATION.

          The Right Certificates shall be executed on behalf of the Company
by  its  President  or  any  of its Vice Presidents, either manually or  by
facsimile signature, shall have  affixed  thereto  the  Company's seal or a
facsimile thereof, and shall be attested by the Secretary  or  an Assistant
Secretary  of the Company, either manually or by facsimile signature.   The
Right Certificates shall be countersigned by the Rights Agent and shall not
be valid for  any  purpose unless so 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 may
nevertheless be countersigned by the Rights Agent  and issued and delivered
by  the  Company with the same force and effect as though  the  person  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  person  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  Agreement any
such person was not such an officer.

          Following  the Distribution Date, the Rights Agent will  keep  or
cause to be kept, at its  office  designated  as  the appropriate place for
surrender  of such Right Certificate for transfer, 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 certificate  number  and the date of each of the
Right Certificates.

     SECTION  6.   TRANSFER, SPLIT-UP, COMBINATION AND EXCHANGE OF RIGHT
                   CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT
                   CERTIFICATE.

          Subject to the provisions of Sections 4(b),  7(e)  and 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  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  one  one-thousandths  of a Preferred  Share  (or,  following  a
Triggering Event, other securities,  as  the  case  may  be)  as  the Right
Certificate or Right Certificates surrendered then entitled such holder (or
former  holder  in  the  case  of  a transfer) 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
the  Right  Certificates to be transferred, split-up, combined or exchanged
at the principal  office or offices of the Rights Agent designated for such
purpose.  Neither the  Rights  Agent  nor the Company shall be obligated to
take  any  action whatsoever with respect  to  the  transfer  of  any  such
surrendered  Right  Certificate  until  the  registered  holder  shall have
completed and signed the certificate contained in the form of assignment on
the  reverse  side  of such Right Certificate and shall have 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.   Thereupon  the  Rights Agent shall, subject  to  the
provisions of Sections 4(b), 7(e) and 14 hereof, countersign and deliver to

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<PAGE>

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.

          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 countersignature  and delivery to the registered holder in
lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

     SECTION  7.   EXERCISE OF RIGHTS, PURCHASE PRICE, EXPIRATION DATE OF
                   RIGHTS.

         (a) Subject to Section 7(e)  hereof,  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 and the certificate on the reverse side  thereof  duly
executed,  to  the  Rights  Agent at the principal office or offices of the
Rights Agent designated for such  purpose,  together  with  payment  of the
aggregate  Purchase Price for the total number on one one-thousandths of  a
Preferred Share  (or other securities, as the case may be) as to which such
surrendered Rights  are  exercised,  at or prior to the earliest of (i) the
Final Expiration Date, (ii) the Redemption  Date,  (iii)  the time at which
the  Rights  are exchanged as provided in Section 24 hereof,  or  (iv)  the
consummation of a transaction contemplated by Section 13(d) hereof.

         (b) From  and  after  the date hereof, the Purchase Price for each
one one-thousandth of a Preferred Share pursuant to the exercise of a Right
shall be $30.00, shall be subject  to  adjustment  from  time  to  time  as
provided in the next sentence and in Sections 11 and 13(a) hereof and shall
be  payable  in  accordance  with  Section  7(c)  below.   Anything in this
Agreement to the contrary notwithstanding, in the event that  at  any  time
after the date hereof and prior to the Distribution Date, the Company shall
(i)  declare  or  pay  any  dividend on the Common Shares payable in Common
Shares or (ii) effect a subdivision,  combination  or  consolidation of the
Common  Shares  (by  reclassification  or  otherwise  than  by  payment  of
dividends  in  Common  Shares)  into  a greater or lesser number of  Common
Shares, then in any such case, each Common Share outstanding following such
subdivision, combination or consolidation  shall continue to have one Right
(subject  to adjustment as provided herein) associated  therewith  and  the
Purchase Price  following  any such event shall be proportionately adjusted
to equal the result obtained  by multiplying the Purchase Price immediately
prior to such event by a fraction the numerator of which shall be the total
number of Common Shares outstanding  immediately prior to the occurrence of
the event and the denominator of which  shall be the total number of Common
Shares outstanding immediately following the occurrence of such event.  The
adjustment  provided  for  in  the  preceding   sentence   shall   be  made
successively  whenever  such  a  dividend  is  declared  or  paid or such a
subdivision, combination or consolidation is effected.

                                    9
<PAGE>

         (c) Upon  receipt of a Right Certificate representing  exercisable
Rights, with the form  of  election  to  purchase  and the certificate duly
executed, accompanied by payment of the Purchase Price  for  the  Preferred
Shares  (or  other  securities, as the case may be) 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 6  hereof  by
certified check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) (A) requisition from
any transfer  agent  of the Preferred Shares certificates for the number of
Preferred  Shares  to be  purchased  and  the  Company  hereby  irrevocably
authorizes its transfer  agent  to  comply  with  all such requests, or (B)
requisition  from  the  depositary  agent  (if  the Company,  in  its  sole
discretion,  shall  have elected to deposit the Preferred  Shares  issuable
upon  exercise  of the  Rights  hereunder  into  a  depository)  depositary
receipts representing  such  number  of  one one-thousandths of a Preferred
Share as are to be purchased (in which case  certificates for the Preferred
Shares  represented  by such receipts shall be deposited  by  the  transfer
agent with the depositary agent) and the Company will direct the depositary
agent to comply with such requests, (ii) when appropriate, requisition from
the Company the amount of cash to be paid in lieu of issuance of fractional
shares in accordance with  Section  14  hereof, (iii) after receipt of such
certificates or depositary receipts, cause  the same to be delivered to 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 thereof,  deliver such cash to or upon the order
of the registered holder of such Right  Certificate.  In the event that the
Company is obligated to issue other securities (including Common Shares) of
the Company pursuant to Section 11(a) hereof,  the  Company  will  make all
arrangements  necessary  so  that  such  other securities are available for
distribution by the Rights Agent, if and when appropriate.

          In addition, in the case of an exercise of the Rights by a holder
pursuant to Section 11(a)(ii) hereof, the  Rights  Agent  shall return such
Right  Certificate  to  the  registered  holder  thereof  after imprinting,
stamping  or  otherwise  indicating thereon that the rights represented  by
such Right Certificate no  longer  include  the  rights provided by Section
11(a)(ii) hereof and if less than all the Rights represented  by such Right
Certificate were so exercised, the Rights Agent shall indicate on the Right
Certificate  the  number  of  Rights represented thereby which continue  to
include the rights provided by Section 11(a)(ii) hereof.

         (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,  or  the  Rights  Agent shall place an
appropriate notation on the Right Certificate with respect  to those Rights
exercised.

         (e) Notwithstanding  anything  in this Agreement to the  contrary,
from  and  after the first occurrence of a  Section  11(a)(ii)  Event,  any
Rights beneficially  owned  by  (i)  an Acquiring Person or an Affiliate or
Associate thereof, (ii) a transferee of  an  Acquiring  Person  (or  of  an
Affiliate  or  Associate  thereof)  who  becomes  a  transferee  after  the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
(or of an Affiliate or Associate thereof) who becomes a transferee prior to
or  concurrently  with the Acquiring Person becoming such and receives such
Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring  Person to holders of equity interests in such Acquiring

                                  10
<PAGE>

Person or to any Person  with  whom  the  Acquiring Person has a continuing
agreement, arrangement or understanding regarding the transferred Rights or
(B)  a  transfer  which  the  Board  has determined  is  part  of  a  plan,
arrangement or understanding which has  as  a primary purpose or effect the
avoidance of this Section 7(e), shall become  null  and  void  without  any
further  action  and  no  holder  of  such  Rights  shall  have  any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement  or  otherwise.  The Company shall use all reasonable efforts  to
insure that the provisions of this Section 7(e) and Section 4(b) hereof 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.

         (f) Notwithstanding anything  in  this  Agreement to the contrary,
neither the Rights Agent nor the Company shall be  obligated  to  undertake
any action with respect to a registered holder upon the occurrence  of  any
purported  exercise  as  set forth in this Section 7 unless such registered
holder shall have (i) completed and signed the certificate contained in the
form of election to purchase  set  forth  on  the reverse side of the Right
Certificate  surrendered  for  such  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
reasonable request.

     SECTION  8.    CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.

          All Right Certificates surrendered  for  the  purpose of exercise
(other  than  a  partial  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 canceled form,  or, if
surrendered  to  the  Rights  Agent,  shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof  except as expressly permitted
by any of the provisions of this 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 canceled Rights Certificates to the Company,
or  shall, at the written request of the  Company,  destroy  such  canceled
Right  Certificates,  and  in  such  case  shall  deliver  a certificate of
destruction thereof to the Company.

     SECTION  9.   RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

          The Company covenants and agrees that at all time  prior  to  the
occurrence  of  a  Section 11(a)(ii) Event it will cause to be reserved and
kept available out of  its authorized and unissued Preferred Shares, or any
authorized and issued Preferred  Shares held in its treasury, the number of
Preferred Shares that will be sufficient  to permit the exercise in full of
all outstanding Rights and, after the occurrence  of  a  Section  11(a)(ii)
Event,  shall,  to  the extent reasonably practicable, so reserve and  keep
available a sufficient  number  of  Common Shares (and/or other securities)
which may be required to permit the exercise in full of the Rights pursuant
to this Agreement.

          So long as the Preferred Shares  (and,  after  the  occurrence of
Section  11(a)(ii)  Event, Common Shares, or any other securities,  as  the
case may be) issuable  upon the exercise of the Rights may be listed on any

                                     11
<PAGE>

national securities exchange,  the  Company  shall  use its best efforts to
cause,  from  and  after  such time as the Rights become  exercisable,  all
shares reserved for such issuance  to  be  listed  on  such  exchange  upon
official notice of issuance upon such exercise.

          The  Company  covenants  and  agrees  that  it will take all such
action as may be necessary to ensure that all Preferred  Shares  (or Common
Shares and/or other securities as the case may be) delivered upon  exercise
of  Rights  shall,  at  the  time  of delivery of the certificates for such
shares or other securities (subject  to  payment of the Purchase Price), be
duly and validly authorized and issued and  fully  paid  and  nonassessable
shares or securities.

          The  Company further covenants and agrees that it will  pay  when
due and payable  any  and  all  U.S.  federal  and state transfer taxes and
charges which may be payable in respect of the issuance  or delivery of the
Rights  Certificates  or of any Preferred Shares (or Common  Shares  and/or
other securities, as the  case  may  be)  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  or
depositary receipts for the Preferred Shares (or Common Shares and/or other
securities,  as  the  case may be) 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  or  depositary
receipts for Preferred Shares (or Common Shares and/or other securities, as
the case may be) 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.

          The Company shall use its best efforts to (i) file,  as  soon  as
practicable  following the Shares Acquisition Date (or, if required by law,
at such earlier  time  following  the  Distribution Date as so required), a
registration statement under the Act with  respect  to  the  Rights and the
Company's  securities  purchasable  upon  exercise  of  the  Rights  on  an
appropriate   form,  (ii)  cause  such  registration  statement  to  become
effective as soon  as  practicable  after such filing, and (iii) cause such
registration statement to remain effective  (with a prospectus at all times
meeting  the  requirements  of  the  Act  and  the  rules  and  regulations
thereunder)  until  the  date of the expiration of the rights  provided  by
Section 11(a)(i) hereof.   The Company will also take such action as may be
appropriate under the blue sky laws of the various states.

     SECTION 10.   PREFERRED SHARES RECORD DATE.

          Each Person in whose  name  any  certificate for Preferred Shares
(or Common Shares and/or other securities, as  the  case  may be) is issued
upon the exercise of Rights shall for all purposes be deemed to have become
the holder of record of the Preferred Shares (or Common Shares and/or other
securities,  as  the  case  may  be)  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 payment  is  a  date  upon  which  the
Preferred Shares (or Common Shares and/or other securities, as the case may
be) 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 Preferred

                                  12
<PAGE>

Shares  (or  Common  Shares  and/or  other securities, as the case may  be)
transfer books of the Company are open.

     SECTION 11.   ADJUSTMENT OF PURCHASE PRICE, NUMBER
                   AND KIND OF SHARES OR NUMBER OF RIGHTS.

          The Purchase Price, the number and kind of 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 Preferred Shares  payable  in
Preferred  Shares,  (B)  subdivide  the  outstanding  Preferred Shares, (C)
combine the outstanding Preferred Shares into a smaller number of Preferred
Shares or (D) issue any shares of its capital stock in  a  reclassification
of the Preferred 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)
and Section  7(e)  hereof,  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 Preferred  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  this
Section 11(a)(i) and Section  11(a)(ii) hereof, 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) hereof.

               (ii) Subject to Section  24  of this Agreement, in the event
          any Person, alone or together with its Affiliates and Associates,
          shall become an Acquiring Person, then  proper provision shall be
          made so that each holder of a Right (except as provided below and
          in Section 7(e) hereof shall, for a period  of  sixty  (60)  days
          after  the  later of (i) the occurrence of any such event or (ii)
          the effective date of an appropriate registration statement under
          the Act pursuant  to  Section  9 hereof, have a right to receive,
          upon  exercise  thereof at a price  equal  to  the  then  current
          Purchase Price, in  accordance  with the terms of this Agreement,
          such number of Common Shares (or, in the discretion of the Board,
          one one-thousandths of a Preferred  Share)  as  shall  equal  the
          result  obtained  by  (A)  multiplying  the then current Purchase
          Price by the then number of one one-thousandths  of  a  Preferred
          Share for which a Right was exercisable immediately prior  to the
          first  occurrence  of  a Section 11(a)(ii) Event and (B) dividing
          that product by 50% of the then Current Per Share Market Price of
          the Company's Common Shares (determined pursuant to Section 11(d)
          hereof) on the date of such  first  occurrence  (such  number  of
          shares  being  referred to as the "Adjustment Shares"); provided,

                                    13
<PAGE>

          however, that if  the  transaction that would otherwise give rise
          to the foregoing adjustment  is also subject to the provisions of
          Section 13 hereof, then only the  provisions of Section 13 hereof
          shall apply and no adjustment shall  be  made  pursuant  to  this
          Section 11(a)(ii).

              (iii)  In  the  event  that  there  shall  not  be sufficient
          treasury  shares  or  authorized  but  unissued  (and unreserved)
          Common  Shares  to permit the exercise in full of the  Rights  in
          accordance with the  foregoing  Section  11(a)(ii) and the Rights
          become so exercisable (and the Board has determined  to  make the
          Rights   exercisable   into  fractions  of  a  Preferred  Share),
          notwithstanding any other  provision  of  this  Agreement, to the
          extent  necessary  and  permitted by applicable law,  each  Right
          shall thereafter represent  the  right  to receive, upon exercise
          thereof at the then current Purchase Price in accordance with the
          terms of this Agreement, (A) a number of (or fractions of) Common
          Shares  (up  to  the maximum number of Common  Shares  which  may
          permissibly be issued) and (B) a number of one one-thousandths of
          a Preferred Share  or  a number of (or fractions of) other equity
          securities of the Company  (or,  in  the discretion of the Board,
          debt) which the Board has determined to  have  the same aggregate
          current  market  value (determined pursuant to Sections  11(d)(i)
          and 11(d)(ii) hereof,  to  the  extent  applicable) as one Common
          Share  (such  number  of (or fractions of) Preferred  Shares  (or
          other equity securities or debt of the Company) being referred to
          as a "Capital Stock Equivalent"),  equal  in the aggregate to the
          number  of  Adjustment Shares; provided, however,  if  sufficient
          Common Shares  and/or  Capital Stock Equivalents are unavailable,
          then the Company shall to the extent permitted by applicable law,
          take all such action as  may be necessary to authorize additional
          Common  Shares or Capital Stock  Equivalents  for  issuance  upon
          exercise  of  the  Rights,  including the calling of a meeting of
          stockholders;  and provided, further,  that  if  the  Company  is
          unable to cause  sufficient  Common  Shares  and/or Capital Stock
          Equivalents to be available for issuance upon exercise in full of
          the Rights, then each Right shall thereafter represent  the right
          to  receive  the  Adjusted Number of Shares upon exercise at  the
          Adjusted Purchase Price  (as such terms are hereinafter defined).
          As used herein, the term "Adjusted  Number  of  Shares"  shall be
          equal  to  that number of (or fractions of) Common Shares (and/or
          Capital Stock Equivalents) equal to the product of (A) the number
          of Adjustment  Shares  and (B) a fraction, the numerator of which
          is the number of Common  Shares and/or Capital Stock Equivalents)
          available  for issuance upon  exercise  of  the  Rights  and  the
          denominator of which is the aggregate number of Adjustment Shares
          otherwise issuable  upon exercise in full of all Rights (assuming
          there were a sufficient  number of Common Shares available) (such
          fraction  being referred to  as  the  "Proration  Factor").   The
          "Adjusted Purchase  Price" shall mean the product of the Purchase
          Price and the Proration  Factor.  The Board may, but shall not be
          required  to,  establish procedures  to  allocate  the  right  to
          receive Common Shares and Capital Stock Equivalents upon exercise
          of the Rights among holders of Rights.

          (b) In case the Company  shall fix a record date for the issuance
of rights (other than the Rights), options  or  warrants  to all holders of

                                   14
<PAGE>

Preferred  Shares  entitling them (for a period expiring within  forty-five
(45) calendar days after  such  record  date)  to subscribe for or purchase
Preferred Shares (or shares having the same rights  and  privileges  as the
Preferred   Shares   (the  "Equivalent  Preferred  Shares")  or  securities
convertible into Preferred Shares or Equivalent Preferred Shares at a price
per Preferred Share or  equivalent  preferred share (or having a conversion
price  per  share,  if  a security convertible  into  Preferred  Shares  or
Equivalent Preferred Shares)  less  than  the then Current Per Share Market
Price  of the Preferred Shares (as determined  pursuant  to  Section  11(d)
hereof)  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  Preferred  Shares outstanding on such record date
plus the number of Preferred Shares which  the  aggregate offering price of
the total number of Preferred Shares and/or Equivalent  Preferred 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 Per
Share Market Price, and the denominator of  which  shall  be  the number of
Preferred  Shares  outstanding  on  such  record  date  plus the number  of
additional  Preferred  Shares  and/or  Equivalent  Preferred Shares  to  be
offered  for  subscription  or  purchase  (or  into which  the  convertible
securities so to be offered are initially convertible);  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 the 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 determined  in  good  faith  by  the Board, whose determination shall be
described in a statement filed with the  Rights  Agent and shall be binding
on the Rights Agent.  Preferred 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, and 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 Preferred  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  Preferred Shares) or subscription rights or warrants
(excluding those referred  to  in Section 11(b) hereof), 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  (as  determined  pursuant  to Section 11(d) hereof) of the Preferred
Shares on such record date, less the  fair  market  value (as determined in
good  faith  by  the  Board, whose determination shall be  described  in  a
statement filed with the  Rights  Agent  and shall be binding on 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
Preferred  Share  and  the  denominator  of which shall be such Current Per
Share Market Price of the Preferred Shares;  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 to be issued upon exercise of one Right.  Such adjustments shall be
made successively  whenever  such  a record date is fixed, and 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.

                                  15
<PAGE>

     (d) (i) For the purpose of any computation hereunder, the "Current Per
Share Market  Price"  of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any  date  shall  be  deemed  to be the average of the
daily closing prices per share of such Security for  the thirty consecutive
Trading  Days  (as  hereinafter defined) immediately prior  to  such  date;
provided, however, that  in  the  event  that  the Current Per Share Market
Price  of  the  Security  is  determined  during  a  period  following  the
announcement  by  the  issuer  of  such  Security  of  (A)  a  dividend  or
distribution  on  such  Security  payable  in  shares  of such Security  or
securities   convertible   into   such  shares,  or  (B)  any  subdivision,
combination  or  reclassification  of  such  security,  and  prior  to  the
expiration of thirty (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 Per Share Market Price equivalent  of  such  Security.  The closing
price for each 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 New York  Stock  Exchange or, if the Security
is not listed or admitted to trading on the New  York  Stock  Exchange,  as
reported  in  the  principal consolidated transaction reporting system with
respect to securities  listed on the principal national securities exchange
on which the Security is  listed or admitted to trading or, if the Security
is 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 Nasdaq
Stock Market or such other system then in use,  or, if on any such date the
Security is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional  market maker, selected
by the Board, making a market in the Security.  If on any such date no such
market  maker  is making a market in the Security, the fair  value  of  the
Security on such  date  as  determined  in good faith by the Board shall be
used.  The term "Trading Day" shall mean  a  day  on  which  the  principal
national securities exchange on which the Security is listed or admitted to
trading is open for the transaction of business or, if the Security  is not
listed  or  admitted  to  trading  on  any  national securities exchange, a
Business Day.  Subject to Section 11(d)(ii) hereof,  if any Security is not
publicly held or so listed or traded, the "Current Per  Share Market Price"
of such Security shall mean the fair market value per share  as  determined
in  good  faith by the Board, whose determination shall be described  in  a
statement filed  with  the  Rights Agent and shall be binding on the Rights
Agent.

               (ii)  For the purpose  of  any  computation  hereunder,  the
          "Current Per Share Market Price" of the Preferred Shares shall be
          determined in  accordance  with  the  method  set  forth  in  the
          foregoing  Section  11(d)(i).   If  the  Preferred Shares are not
          publicly  traded,  the  Current  Per Share Market  Price  of  the
          Preferred Shares shall be conclusively  deemed  to be the Current
          Per  Share  Market  Price  of  the  Common  Shares  as determined
          pursuant   to   the  foregoing  Section  11(d)(i)  (appropriately
          adjusted to reflect  any  stock  split, stock dividend or similar
          transaction occurring after the date  hereof),  multiplied by one
          thousand (1,000).  If neither the Common Shares nor the Preferred
          Shares are publicly held or so listed or traded, the "Current Per
          Share  Market  Price"  shall  mean  the fair value per  share  as
          determined in good faith by the Board,  whose determination shall
          be described in a statement filed with the Rights Agent and shall
          be binding on the Rights Agent.

                                  16
<PAGE>

         (e) Notwithstanding anything herein to the contrary, 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 one one-thousandth
of a Preferred Share or one tenth of any other share  or  security,  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 (3) years from the date  of  the  transaction  which
mandates such adjustment or (ii) the Final Expiration Date.

         (f) If,  as  a  result  of  an adjustment made pursuant to Section
11(a) (ii) or 13 (a) hereof, the holder  of  any Right thereafter exercised
shall become entitled to receive any shares of capital stock of the Company
other  than  Preferred Shares, thereafter the number  of  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  Preferred  Shares  contained  in
Sections 11(a) through 11(c)  hereof,  inclusive,  and  the  provisions  of
Sections  7,  9,  10, 13 and 14 hereof with respect to the Preferred 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 one one-thousandths
of a Preferred Share 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) hereof,  upon  each  adjustment  of  the Purchase
Price  as  a  result  of the calculations made in Sections 11(b) and  11(c)
hereof, 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 one one-thousandths of a Preferred  Share
(calculated  to  the nearest  one  ten-thousandth  of  a  Preferred  Share)
obtained by (i) multiplying (A) the number of Preferred Shares covered by a
Right immediately prior to this adjustment of the Purchase Price by (B) 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  lieu  of any
adjustment  in  the  number  of  one  one-thousandths  of a Preferred Share
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 one one-thousandths  of  a  Preferred Share 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

                                   17
<PAGE>

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 ten (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.

         (j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-thousandths of a Preferred Share 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 one
one-thousandths of a Preferred Share 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 then par value, if any, of the number
of  one  one-thousandths  of  a  Preferred  Share,  Common  Shares or other
securities 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 such number  of  fully
paid  and  nonassessable  one  one-thousandths of a Preferred Share, Common
Shares or other securities 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 the number of one  one-thousandths of a Preferred Share, Common
Shares or other securities of the  Company,  if  any,  issuable  upon  such
exercise  over  and  above the number of one one-thousandths of a Preferred
Share, Common Shares or  other  securities of the Company, if any, issuable
upon 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) Notwithstanding  anything in this Section 11 to the  contrary,
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  (i) consolidation or subdivision of the

                                   18
<PAGE>

Preferred Shares, (ii) issuance wholly for cash of Preferred Shares at less
than the current market price, (iii)  issuance wholly for cash of Preferred
Shares  or  securities  which  by  their  terms  are  convertible  into  or
exchangeable for Preferred Shares, (iv) stock dividends, or (v) issuance of
rights, options or warrants referred to in  this Section 11, hereafter made
by the Company to holders of its Preferred Shares  shall  not be taxable to
such stockholders.

         (n) The  Company covenants and agrees that it shall  not,  at  any
time after the Distribution  Date,  (i)  consolidate  with any other Person
(other  than a Subsidiary of the Company in a transaction  which  does  not
violate Section  11(o)  hereof),  (ii)  merge with or into any other Person
(other than a Subsidiary of the Company in  a  transaction  which  does not
violate  Section  11(o)  hereof), or (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 50% or more 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 does not violate
Section 11(o) hereof), if (A)  at  the  time  of  or immediately after such
consolidation, merger, sale or transfer, there are  any  provisions  of the
Company's  charter  or by-laws or any rights, warrants or other instruments
or any securities outstanding  or  agreements  in  effect  or other actions
taken  that would materially diminish or otherwise eliminate  the  benefits
intended  to be afforded by the Rights or (B) prior to, simultaneously with
or immediately  after  such consolidation, merger or sale, the stockholders
of the Person who constitutes,  or  would constitute, the "Principal Party"
(as hereinafter defined) for purposes  of  Section  13(a) hereof shall have
received a distribution of Rights previously owned by such Person or any of
its Affiliates and Associates.  The Company shall not  consummate  any such
consolidation,  merger,  sale  or transfer unless prior thereto the Company
and  such  other  Person (as the case  may  be)  shall  have  executed  and
delivered  to  the  Rights   Agent   a  supplemental  agreement  evidencing
compliance with this Section 11(n).

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

          (p)The  exercise  of  Rights under Section 11(a)(ii) hereof shall
only result in the reduction of rights  under  Section  11(a)(ii) hereof to
the  extent  so  exercised  and  shall  not  otherwise  affect  the  rights
represented  by  the  Rights  under  this  Agreement,  including the rights
represented by Section 13 hereof.

     SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.

          Whenever an adjustment is made as provided in  Section  11  or 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 and the Preferred  Shares  a copy of such certificate and
(c) mail a brief summary thereof to each holder  of  a Right Certificate in
accordance  with  Section  26  hereof.   The  Rights Agent shall  be  fully

                                 19
<PAGE>

protected in relying on any such certificate and  on any adjustment therein
contained  and  shall not be deemed to have knowledge  of  such  adjustment
unless and until it shall have received such certificate.

         SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
                     EARNING POWER.

         (a) In the  event  that,  on  or  following the Shares Acquisition
Date, directly or indirectly, (i) the Company  shall  consolidate  with, or
merge  with  and into, any Interested Stockholder or, if in such merger  or
consolidation all holders of Common Shares are not treated alike, any other
Person, (ii) the  Company  shall  consolidate  with,  or  merge  with,  any
Interested  Stockholder  or, if in such merger or consolidation all holders
of Common Shares are not treated  alike,  any other Person, and the Company
shall be the continuing or surviving corporation  of  such consolidation or
merger (other than, in a case of any transaction described in clause (i) or
(ii)  above  of this Section 13(a), a merger or consolidation  which  would
result in all  of  the  Voting  Securities  outstanding  immediately  prior
thereto  continuing  to  represent  (either  by remaining outstanding or by
being converted into securities of the surviving  entity) all of the Voting
Securities of the Company or such surviving entity  outstanding immediately
after such merger or consolidation and the holders (and relative percentage
holdings of each such holder) of such securities not  having  changed  as a
result  of such merger or consolidation), (iii) the Company shall effect  a
statutory  share  exchange  with  outstanding  Common Shares of the Company
being exchanged for stock or other securities of any other Person, money or
other property, or (iv) 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 50% or more  of  the assets or earning power of the Company and
its  Subsidiaries  (taken as a whole)  to  any  Interested  Stockholder  or
Stockholders or, if  in  such  transaction all holders of Common Shares are
not  treated  alike,  any other Person  (other  than  the  Company  or  any
Subsidiary of the Company  in  one  or more transactions each of which does
not violate Section 11(o) hereof), then,  and  in each such case (except as
provided in Section 13(d) hereof), proper provision  shall  be made so that
(A)  each  holder  of  a Right, except as provided in Section 7(e)  hereof,
shall thereafter have the  right to receive, upon the exercise thereof at a
price equal to the then current  Purchase  Price,  in  accordance  with the
terms  of  this  Agreement and in lieu of Preferred Shares, such number  of
freely tradable Common  Shares  of  the Principal Party, not subject to any
liens, encumbrances, rights of first  refusal  or  other adverse claims, as
shall  equal  the  result  obtained  by  (1) multiplying the  then  current
Purchase Price by the number of one one-thousandths  of Preferred Share for
which  a  Right  is  then  exercisable  (without  taking into  account  any
adjustment  previously  made  pursuant  to  Section 11(a)(ii)  hereof)  and
dividing that product by (2) 50% of the then Current Per Share Market Price
of  the  Common  Shares  of such Principal Party  (determined  pursuant  to
Section 11(d) hereof) on the date of consummation of such Section 13 Event;
(B) 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; (C) 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;  and (D) 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 the Common Shares thereafter deliverable
upon the exercise of the Rights.

                                   20
<PAGE>

          (b) "Principal Party" shall mean:

              (i) in  the case of any transaction described in clauses (i),
(ii) or (iii) of the first  sentence  of  Section  13(a) hereof, the Person
that  is  the  issuer  of any securities into which Common  Shares  of  the
Company are converted in such merger or consolidation, and if no securities
are so issued, the Person  that  is  the  other  party  to  such  merger or
consolidation (including, if applicable, the Company if it is the surviving
corporation); and

             (ii) in  the case of any transaction described in clause  (iv)
of the first sentence of Section 13(a) hereof, 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 of  the  foregoing  cases, (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; (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; and (3) in
case  such  Person  is  owned,  directly or indirectly, by a joint  venture
formed by two or more Persons that  are  not owned, directly or indirectly,
by the same Person, the rules set forth in  clauses  (1)  and  (2) above of
this Section 13(b) shall apply to each of the chains of ownership having an
interest in such joint venture as if such party were a Subsidiary  of  both
or all of such joint ventures, and the Principal Parties in each such chain
shall  bear  the obligations set forth in this Section 13 in the same ratio
as their direct  or  indirect interests in such Person bear to the total of
such interests.

         (c) The Company  shall  not  consummate  any  such  consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number  of  its  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 Section 13(a)
and 13(b) hereof and further  providing  that, as soon as practicable after
the  date  of  any consolidation, merger, sale  or  transfer  mentioned  in
Section 13(a) hereof, the Principal Party at its own expense shall:

              (i) prepare  and  file a registration statement under the Act
with respect to the Rights and the  securities purchasable upon exercise of
the Rights on an appropriate form, and  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;

             (ii) use  its  best  efforts to qualify or register the Rights
and the securities purchasable upon  exercise  of the Rights under the blue
sky laws of such jurisdiction as may be necessary or appropriate; and

                                  21
<PAGE>

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

         (d) The Company shall not enter into any transaction  of  the kind
referred  to  in  this Section 13 if at the time of such transaction, there
are any provisions  of  the  Company's  charter  or  by-laws or any rights,
warrants, or other instruments or any securities outstanding  or agreements
in effect or other actions taken which, as a result of the consummation  of
such  transaction,  would  materially  diminish  or otherwise eliminate the
benefits intended to be afforded by the Rights.

         (e) Notwithstanding anything in this Agreement  to  the  contrary,
the  provisions of this Section 13 shall not be applicable to a transaction
described in clauses (i), (ii) or (iii) of Section 13(a) hereof if (A) such
transaction  is  consummated  with  a Person or Persons who acquired Common
Shares pursuant to a Permitted Offer  (or  a wholly owned Subsidiary of any
such Person or Persons), (B) the price per Common  Share  offered  in  such
transaction is not less than the price per Common Share paid to all holders
of  Common  Shares  whose  shares were purchased pursuant to such Permitted
Offer, and (C) the form of consideration offered in such transaction is the
same as the form of consideration  paid  pursuant  to such Permitted Offer.
Upon  consummation  of any such transaction contemplated  by  this  Section
13(d), all Rights hereunder shall expire.

          The provisions  of  this  Section  13  shall  similarly  apply to
successive  mergers, consolidations, statutory share exchanges or sales  or
other transfers.   The rights under this Section 13 shall be in addition to
the rights to exercise  Rights  and  adjustments  under  Section  11(a)(ii)
hereof and shall survive any exercise thereof.

     SECTION 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 or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New  York  Stock
Exchange,  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 Nasdaq Stock Market 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 marker, selected by the Board, making a market in
the Rights.  If on any such date no such market maker is making a market in

                                     22
<PAGE>

the Rights, the fair value of the Rights on such date as determined in good
faith by the Board shall be used.

         (b) The Company  shall  not  be  required  to  issue  fractions of
Preferred  Shares  (other  than fractions which are one one-thousandths  or
integral  multiples  of  one one-thousandth  of  a  Preferred  Share)  upon
exercise  of  the  Rights or  to  distribute  certificates  which  evidence
fractional Preferred  Shares  (other  than  fractions  which  are  one one-
thousandths  or  integral  multiples  of  one one-thousandth of a Preferred
Share).  Fractions of Preferred Shares in integral  multiples  of  one one-
thousandth  of  a  Preferred Share may, at the election of the Company,  be
evidenced by depositary  receipts,  pursuant  to  an  appropriate agreement
between  the  Company and a depositary selected by it, provided  that  such
agreement shall  provide that the holders of such depositary receipts shall
have the rights, privileges  and  preferences to which they are entitled as
Beneficial Owners of the Preferred  Shares  represented  by such depositary
receipts.   In lieu of fractional Preferred Shares that are  not  one  one-
thousandths or  integral  multiples  of  one  one-thousandth of a Preferred
Share,  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 Preferred Share.  For the purposes  of  this Section 14(b), the current
market value of a Preferred Share shall be the closing price of a Preferred
Share (as determined pursuant to Section 11(d)(ii)  hereof) for the Trading
Day immediately prior to the date of such exercise.

         (c) Following the occurrence of one of the transactions  or events
specified  in Section 11 hereof giving rise to the right to receive  Common
Shares, Capital  Stock  Equivalents  (other than Preferred Shares) or other
securities upon the exercise of a Right,  the Company shall not be required
to issue fractions of shares or units of such  Common Shares, Capital Stock
Equivalents  or  other  securities  upon  exercise  of  the  Rights  or  to
distribute  certificates  which evidence fractions of such  Common  Shares,
Capital Stock Equivalents or  other  securities.   In  lieu  of  fractional
shares  or units of such Common Shares, Capital Stock Equivalents or  other
securities,  the  Company  may  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 a
share or unit of such Common  Shares,  Capital  Stock  Equivalents or other
securities.  For purposes of this Section 14(c), the current  market  value
shall be determined in the manner set forth in Section 11(d) hereof for the
Trading  Day  immediately  prior  to the date of such exercise and, if such
Capital Stock Equivalent is not traded,  each such Capital Stock Equivalent
shall have the value of one one-thousandth of a Preferred Share.

         (d) The holder of a Right by the acceptance of the Right expressly
waives  such  holder's  right  to  receive any  fractional  Rights  or  any
fractional share upon exercise of a Right (except as provided above).

     SECTION 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

                                   23
<PAGE>

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 reach 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.

     SECTION 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:

         (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 or offices of the Rights Agent designated for such
purpose, duly endorsed  or  accompanied  by a proper instrument of transfer
and with the appropriate form fully executed;

         (c) subject to Sections 6 and 7(f)  hereof,  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  Certificate  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,
subject to the last sentence of Section 7(e) hereof, shall  be  required to
be affected by any notice to the contrary;

         (d) the Company may issue Rights after the Record Date as provided
in this Agreement; and

         (e) 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 beneficial interest in 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 of 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.

                                   24
<PAGE>

     SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.

          No holder, as such, of any Right Certificate shall be entitled to
vote,  receive  dividends  or  be  deemed for any purpose the holder of the
Preferred 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 stockholder  of  the  Company or any right to vote for the election of
directors or upon any matter  submitted  to  stockholders  at  any  meeting
thereof,  or  to  give  or  withhold consent to any corporate action, or to
receive notice of meetings or  other actions affecting stockholders (except
as  provided  in Section 25 hereof),  or  to  receive  dividends  or  other
distributions,  or  to  exercise  any preemptive 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.

     SECTION 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 and  counsel
fees and other  disbursements  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
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.

         (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  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.

     SECTION 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  all  or  substantially  all of the
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 a predecessor Rights  Agent  and  deliver

                                   25
<PAGE>

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 or in the name of the successor  Rights Agent.  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.  In all such
cases such Right  Certificates  shall  have  the full force provided in the
Right Certificates and in this Agreement.

     SECTION 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.

         (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 (including, without limitation, the identity of any Acquiring Person
and  the  determination  of  the  Current  Per  Share  Market  Price of Any
Security)  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  any  one of
the Chairman of the Board, the Chief Executive Officer, the President,  any
Vice  President,  the  Treasurer, any Assistant Treasurer, 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 only for its own
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  or  be  required   to  verify  the  same  (except  its
countersignature thereof).  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 execution hereof by the  Rights Agent) or in respect
of  the  validity  or  execution  of  any  Right  Certificate  (except  its

                                   26
<PAGE>

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  Rights  Certificate;  nor  shall  it be responsible for any adjustment
required under the provisions of Section 11 or 13 hereof or responsible for
the manner, method or amount of any such  adjustment or the ascertaining of
the existence of facts that would require any  such adjustment (except with
respect  to  the exercise of Rights evidenced by Right  Certificates  after
receipt of the certificate described in Section 12 hereof); nor shall it by
any act hereunder  be  deemed  to make any representation or warranty as to
the authorization or reservation  of  any Preferred Shares or Common Shares
or other securities to be issued pursuant  to  this  Agreement or any Right
Certificate or as to whether any Preferred Shares or Common Shares or other
securities will, when issued, be validly authorized and  issued, fully paid
and nonassessable; nor shall it be under any duty to take  any  independent
investigation  or determination of the identity of any Acquiring Person  or
any Affiliate or  Associate  thereof, but shall be entitled to rely, in the
absence of instructions identifying  any  such  Person,  on representations
made by holders of Right Certificates.

         (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 Chairman  of  the  Board,  the  Chief Executive Officer, the
President, any Vice President, the Treasurer, any  Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company,  and  to apply to such
officers  for  advice  or  instructions in connection with its duties,  and
shall not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such officer.

         (h) The Rights Agent  and  any  stockholder,  director, officer or
employee of the Rights Agent may buy, sell or deal in any  of the Rights 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, however, reasonable
care was exercised in the selection and continued employment thereof.

         (j) No  provision of this Agreement shall require the Rights Agent
to expend or risk  its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its
rights hereunder if  there  shall  be reasonable grounds for believing that
repayment of such funds or adequate  indemnification  against  such risk or
liability is not reasonably assured to it.

                                    27
<PAGE>

         (k) If, with respect to any Right Certificates surrendered  to the
Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the ease may be, has  not
been  completed,  the  Rights  Agent shall not take any further action with
respect to such requested exercise  of  transfer  without  first consulting
with the Company.

     SECTION 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 thirty (30)  days'
notice in writing mailed to the  Company  and to each transfer agent of the
Preferred Shares or Common Shares by registered  or  certified mail, and to
the holders of the Right Certificates by first-class mail.  The Company may
remove the Rights Agent or any successor Rights Agent upon sixty (60) 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 Preferred  Shares  or
Common Shares by  registered or certified mail, and to 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 sixty (60) 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 corporation
organized and doing business under the laws of  the  United  States  or any
state  of  the  United  States, in good standing, 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 $100,000,000  (or  such lower number as approved by
the Board).  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 Preferred Shares  or Common Shares and
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.

     SECTION 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 the Board
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.

                                   28
<PAGE>

          In addition, in connection with the issuance  or  sale  of Common
Shares  following  the  Distribution Date and prior to the earliest of  the
Redemption Date, the Final  Expiration  Date  and  the  consummation  of  a
transaction  contemplated  by  Section 13(d) hereof, the Company (a) shall,
with respect to Common Shares so issued or sold pursuant to the exercise of
stock  options or under any employee  plan  or  arrangement,  or  upon  the
exercise,  conversion or exchange of securities, notes or debentures issued
by the Company,  and  (b)  may,  in  any other case, if deemed necessary or
appropriate  by  the  Board,  issue  Right  Certificates  representing  the
appropriate number of Rights in connection  with  such  issuance  or  sale;
provided,  however,  that  no Right Certificates shall be issued if, and to
the extent that, appropriate  adjustment  shall otherwise have been made in
lieu of the issuance thereof.

     SECTION 23. REDEMPTION AND TERMINATION.

         (a) (i) The Board may, at its option,  redeem  all,  but  not less
than  all, of the then outstanding Rights at the Redemption Price, as  such
amount  may  be  appropriately  adjusted  to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof at any time
prior to the earlier of (A) the occurrence  of a Section 11(a)(ii) Event or
(B) the Final Expiration Date, and the Company  may, at its option, pay the
Redemption Price either in Common Shares (based on  the  Current  Per Share
Market  Price  as defined in Section 11(d) hereof, of the Common Shares  at
the time of redemption)  or  cash;  provided,  however, that if the Company
elects to pay the Redemption Price in Common Shares,  the Company shall not
be required to issue any fractional Common Shares, and the number of Common
Shares issuable to each holder of Rights shall be rounded  down to the next
whole share.

               (ii) In addition, the Board may, at its option,  at any time
following  a  Shares  Acquisition  Date  but  prior to any Section 13 Event
redeem all, but not less than all, of the then  outstanding  Rights  at the
Redemption  Price in connection with any Section 13 Event (A) in which  all
holders of Common  Shares  are  treated  alike and (B) not involving (other
than  as  a  holder  of Common Shares being treated  like  all  other  such
holders) a Transaction Person.

          (b) In the case  of a redemption permitted under Section 23(a)(i)
hereof,  immediately  upon  the  date  for  redemption  set  forth  in  (or
determined in the manner specified  in)  a resolution of the Board ordering
the redemption of the Rights, evidence of  which shall have been filed with
the Rights Agent, 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 for each Right so held.  In the  case  of a redemption permitted only
under Section 23(a)(ii) hereof, evidence of which  shall  have  been  filed
with the Rights Agent, the right to exercise the Rights will terminate  and
represent  only the right to receive the Redemption Price upon the later of
ten Business  Days  following the giving of notice or the expiration of any
period during which the  rights  under  Section  11(a)(ii)  hereof  may  be
exercised.   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
ten  (10) days after such date for redemption set forth in a resolution  of
the Board  ordering  the redemption of the Rights, 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

                                   29
<PAGE>

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 and other than in connection with
the purchase of Common Shares prior to the Distribution Date.

         (c) In  the case of a redemption permitted under Section  23(a)(i)
hereof, the Company  may,  at  its option, discharge all of its obligations
with respect to the Rights by (i)  issuing  a  press release announcing the
manner of redemption of the Rights in accordance  with  this  Agreement and
(ii) mailing payment of the Redemption Price to the registered  holders  of
the  Rights at their last addresses as they appear on the registry books of
the Rights  Agent or, prior to the Distribution Date, on the registry books
of the Transfer  Agent  of  the  Common  Shares,  and upon such action, all
outstanding Rights and Right Certificates shall be  null  and  void without
any further action by the Company.

         (d) The Board and the Company shall not have any liability  to any
Person  as  a  result  of the redemption of Rights pursuant to the terms of
this Section 23.

     SECTION 24. EXCHANGE.

         (a) The Board may,  at its option, at any time after the time that
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 Sections 7(e) and 11(a)(ii)
hereof) for Common Shares of  the  Company  at an exchange ratio of one and
three-quarters (1 3/4) Common Shares per Right,  appropriately  adjusted to
reflect  any  stock  split, stock dividend or similar transaction involving
either the Common Shares  or  the Preferred Shares occurring after the date
hereof (such exchange ratio being  hereinafter referred to as the "Exchange
Ratio").  Notwithstanding the foregoing,  the  Board 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 then outstanding.

         (b) Immediately upon the action of the Board ordering the exchange
of  any  Rights  pursuant  to Section 24(a) hereof 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 shall promptly 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

                                   30
<PAGE>

effected  PRO RATA based on the number of Rights (other than  Rights  which
have become void pursuant to the provisions of Sections 7(e) and 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  Preferred  Shares  (or  Equivalent  Preferred
Shares) for some  or  all  of the Common Shares exchangeable for Rights, at
the initial rate of one-thousandth  of  a  Preferred  Share  (or equivalent
preferred  share)  for  each  Common  Share,  as appropriately adjusted  to
reflect adjustments in the voting rights of the  Preferred  Shares pursuant
to  the terms thereof, so that the fraction of a Preferred Share  delivered
in lieu  of  each  Common  Share  shall  have the same voting rights as one
Common Share.

         (d) The  Board  shall  not  authorize   any  exchange  transaction
referred to in Section 24(a) hereof unless at the  time  such  exchange  is
authorized  there  shall  be  sufficient  Common Shares or Preferred Shares
issued  but  not outstanding, or authorized but  unissued,  to  permit  the
exchange of Rights as contemplated in accordance with this Section 24.

         (e) The  Board and the Company shall not have any liability to any
Person as a result  of the exchange of Rights pursuant to the terms of this
Section 24.

     SECTION 25. NOTICE OF CERTAIN EVENTS.

         (a) In case  the  Company  shall  propose  (i) to pay any dividend
payable in stock of any class to the holders of its Preferred  Shares or to
make  any other distribution to the holders of its Preferred Shares  (other
than a  regularly quarterly cash dividend), (ii) to offer to the holders of
its Preferred Shares rights or warrants to subscribe for or to purchase any
additional  Preferred  Shares  or shares of stock of any class or any other
securities, rights or options, (iii)  to effect any reclassification of its
Preferred  Shares  (other  than  a  reclassification   involving  only  the
subdivision   of   outstanding  Preferred  Shares),  (iv)  to  effect   any
consolidation or merger  into  or  with  any  other  Person  (other  than a
Subsidiary  of  the Company in a transaction which does not violate Section
11(o) hereof), 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
Persons (other  than  the  Company and/or any of its Subsidiaries in one or
more transactions each of which  does not violate Section 11(o) hereof), 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  to  the extent feasible and file a certificate  with  the
Rights Agent to that effect,  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,  sale,
transfer, liquidation,  dissolution, or winding up is to take place and the
date of participation therein  by  the  holders of the Preferred Shares, if
any such date is to be fixed.  Such notice shall be so given in the case of
any action covered by clause (i) or (ii)  above  of  this  Section 25(a) at
least twenty (20) days prior to the record date for determining  holders of
the  Preferred Shares for purposes of such action, and in the case  of  any
such other  action,  at  least  twenty  (20)  days prior to the date of the
taking of such proposed action or the date of participation  therein by the
holders of the Preferred Shares, whichever shall be the earlier.

                                   31
<PAGE>

         (b) In  case  of  a  Section 11(a)(ii) Event then (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 describe such event and the
consequences of such event  to  holders  of Rights under Section 11(a) (ii)
hereof and (ii) all references in the foregoing Section 25 (a) to Preferred
Shares shall be deemed thereafter to refer  also, if appropriate, to Common
Shares and/or, if appropriate, other securities of the Company.

     SECTION 26. NOTICES.

          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, and addressed (until  another  address  is  filed in
writing with the Rights Agent) as follows:

                   Correctional Services Corporation
                   1819 Main Street, Suite 1000
                   Sarasota, Florida 34236
                   Attention: Corporate Secretary

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,
and  addressed (until another address is filed in writing with the Company)
as follows:

                   American Stock Transfer & Trust Company
                   40 Wall Street
                   New York, New York 10005
                   Attention: President

          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  or,  if  prior  to  the  Distribution  Date,  to the holder of
certificates  representing  Common Shares, shall be sufficiently  given  or
made if sent by first-class mail,  postage  prepaid,  and addressed to such
holder at the address of such holder as shown on the registry  books of the
Company.

     SECTION 27. SUPPLEMENTS AND AMENDMENTS.

          Prior to the Distribution Date, the Company 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.   From  and after the Distribution Date, 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 provisions 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  thereof);

                                   32
<PAGE>

provided, however,  that  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,  provided  that  such supplement or amendment does not adversely
affect the rights or obligations of the Rights Agent under Section 18 or 20
of this Agreement.  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.

     SECTION 28. DETERMINATION AND ACTIONS BY THE BOARD, ETC.

          The  Board  shall have the exclusive power and total and complete
authority to administer  this  Agreement  and  to  exercise  all rights and
powers  specifically  granted  to the Board, or the Company, or as  may  be
necessary or advisable in the administration  of this Agreement, including,
without limitation, the right and power to: (i) interpret the provisions of
this  Agreement,  and  (ii)  make all determinations  deemed  necessary  or
advisable for the administration  of  this  Agreement  (including,  without
limitation, a determination to redeem or not redeem the Rights or to  amend
the  Agreement  and  whether  any  proposed amendment adversely affects the
interests of the holders of Right Certificates).   For all purposes of this
Agreement,  any  calculation  of  the  number  of  Common Shares  or  other
securities outstanding at any particular time, including  for  purposes  of
determining  the particular percentage of such outstanding Common Shares or
any other securities  of which any Person is the Beneficial Owner, shall be
made in accordance with  the  last  sentence  of Rule 13d-3(d)(l)(i) of the
General Rules and Regulations under the Exchange  Act  as  in effect on the
date  of  this  Agreement.  All such actions, calculations, interpretations
and determinations  (including  for  purposes  of  clause  (y)  below,  all
omissions  with  respect  to  the  foregoing) which are done or made by the
Board in good faith, shall (x) be final,  conclusive  and  binding  on  the
Company,  the  Rights  Agent, the holders of the Right Certificates and all
other parties, and (y) not  subject  the  Board  to  any  liability  to the
holders of the Right Certificates.

     SECTION 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.

     SECTION 30. BENEFITS OF THIS AGREEMENT.

          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), and
nothing in this Agreement shall be construed to  give  to  any Person other
than the Company, the Rights Agent and the registered holders  of the Right
Certificates  (and, prior to the Distribution Date, the Common Shares)  any
legal or equitable right, remedy or claim under this Agreement.

                                    33
<PAGE>

     SECTION 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; provided,
however, that notwithstanding anything in  this  Agreement to the contrary,
if any such term, provision, covenant or restriction  is held by such court
or authority to be invalid, void or unenforceable, and  the  Board  of  the
Company determines, at a time when a majority of the directors then serving
are Disinterested Directors, in their good-faith judgment that severing the
invalid  language from this Agreement would adversely affect the purpose or
effect of  this  Agreement, the right of redemption set forth in Section 23
shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such determination by the Board.

     SECTION 32. GOVERNING LAW.

          This Agreement,  each  Right  and  each  Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State
of  Delaware  and for all purposes shall be governed by  and  construed  in
accordance with  the laws of such State applicable to contracts made and to
be performed entirely within such State.

     SECTION 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.

     SECTION 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.




                    [remainder of page intentionally left blank]




                                   34

<PAGE>

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

                              CORRECTIONAL SERVICES CORPORATION



                              By: /s/ James F. Slattery
                              ---------------------------------
                              Name: James F. Slattery
                              Title:   President


                              AMERICAN STOCK TRANSFER & TRUST
                              COMPANY



                              By: /s/ Herbert J. Lemmer
                              ---------------------------------
                              Name: Herbert J. Lemmer
                              Title:  Vice President

                                   35

<PAGE>

                                                                  EXHIBIT B
                                                                  ---------


                         Form of Right Certificate

Certificate No. R-                                        __________ Rights

          NOT EXERCISABLE AFTER  JANUARY  11, 2010, OR EARLIER IF
          REDEEMED BY THE CORPORATION.  THE RIGHTS ARE SUBJECT TO
          REDEMPTION AT $.01 PER RIGHT ON THE  TERMS SET FORTH IN
          THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES  SET
          FORTH  IN  THE  RIGHTS  AGREEMENT, RIGHTS ISSUED TO, OR
          HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
          PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED
          IN THE RIGHTS AGREEMENT)  AND  CERTAIN RELATED PERSONS,
          WHETHER CURRENTLY HELD BY OR ON  BEHALF  OF SUCH PERSON
          OR  BY  ANY  SUBSEQUENT HOLDER, SHALL BECOME  NULL  AND
          VOID.


                             RIGHT CERTIFICATE

                     CORRECTIONAL SERVICES CORPORATION


          This certifies  that  ___________________, or registered assigns,
is the registered owner of the number  of  Rights  set forth above, each of
which  entitles  the  owner thereof, subject to the terms,  provisions  and
conditions of the Rights  Agreement,  dated  as  of  January 11, 2000, (the
"Rights Agreement"), between Correctional Services Corporation,  a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, a
banking corporation organized under the laws of the State of New York  (the
"Rights  Agent"),  to  purchase  from  the  Company  at  any time after the
Distribution  Date  (as  such term in defined in the Rights Agreement)  and
prior to 5:00 P.M., New York,  New  York  time, on January 11, 2010, unless
the  Rights evidenced hereby shall have been  previously  redeemed  by  the
Company,  at the principal office or offices of the Rights Agent designated
for such purpose,  or  at  the office of its successor as Rights Agent, one
one-thousandth  of  a  fully  paid   non-assessable   share   of  Series  A
Participating  Preferred  Stock,  with  a par value of $.0l per share  (the
"Preferred Shares"), of the Company, at a  purchase price of $30.00 per one
one-thousandth   of  a  Preferred  Share  (the  "Purchase   Price"),   upon
presentation and surrender  of  this  Right  Certificate  with  the Form of
Election to Purchase duly executed.  The number of Rights evidenced by this
Right  Certificate  (and  the  number of one one-thousandths of a Preferred
Share that may be purchased upon exercise thereof) set forth above, and the
Purchase  Price  set forth above,  are,  except  for  adjustments  required
pursuant to the Rights  Agreement,  the number and Purchase Price as of the
Record Date, based on the Preferred Shares as constituted at such date.

                                    B-1
<PAGE>

          Upon the occurrence of a Section  11  (a)(ii) Event (as such term
is defined in the Rights Agreement), if the Rights  evidenced by this Right
Certificate  are  beneficially  owned  by  (i) an Acquiring  Person  or  an
Affiliate or Associate thereof (as such terms  are  defined  in  the Rights
Agreement),  (ii)  a  transferee  of  any  such Acquiring Person (or of  an
Associate  of  Affiliate  thereof)  who  becomes  a  transferee  after  the
Acquiring  Person  becomes  such,  or  (iii)  under  certain  circumstances
specified  in  the Rights Agreement, a transferee  of  any  such  Acquiring
Person (or of an  Associate  of Affiliate thereof) who becomes a transferee
prior to or concurrently with  the  Acquiring  Person  becoming  such, such
Rights  shall  become  null  and  void and no holder hereof shall have  any
rights whatsoever with respect to such Rights from and after the occurrence
of such Section 11(a)(ii) Event.

          As provided in the Rights  Agreement,  the Purchase Price and the
number of one one-thousandths of a Preferred Share or other securities that
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,  including Triggering Events (as such term is defined in
the Rights Agreement).

          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, which limitations  of  rights include the temporary
suspension  of  the  exercisability  of  such  Rights  under  the  specific
circumstances  set forth in the Rights Agreement.   Copies  of  the  Rights
Agreement are on file at the principal executive office of the Company.

          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  Preferred  Shares  or other securities 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 $.0l per Right (subject  to  adjustment  as provided in
the Rights Agreement) payable in Common Shares or cash.

          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 as defined in the Rights Agreement.

          The Company  will not be required to issue fractions of Preferred
Shares (other than fractions  which  are  one  one-thousandths  or integral

                                   B-2
<PAGE>

multiples of one one-thousandth of a Preferred Share) upon exercise  of the
Rights  or  to  distribute certificates which evidence fractional Preferred
Shares (other than  fractions  which  are  one  one-thousandths or integral
multiples  of  one  one-thousandth  of  a  Preferred Share).   In  lieu  of
fractional Preferred Shares other than fractions  that are multiples of one
one-thousandth of a Preferred Share, the Company will pay to the registered
holders  of  Right Certificates at the time such Rights  are  exercised  an
amount in cash  equal  to  the same fraction of the current market value of
one Preferred Share as defined 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 Preferred
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 stockholder of the  Company or any right to vote for
the election of directors or upon any matter  submitted  to stockholders at
any  meeting  thereof,  or  to  give  or withhold consent to any  corporate
action,  or  to  receive  notice of meetings  or  other  actions  affecting
stockholders (except as provided  in  the  Rights Agreement), or to receive
dividends  or  other  distributions  or  to  exercise   any  preemptive  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.

          WITNESS the signature  of  the proper officers of the Company and
its corporate seal.  Dated as of ____________, __________.


(SEAL)
ATTEST:                        CORRECTIONAL SERVICES CORPORATION



By:                            By:
   -------------------------      -------------------------------
Name:                          Name:
Title:                         Title:


Countersigned:

AMERICAN STOCK TRANSFER &
TRUST COMPANY



By:
   -------------------------
Name:
Title:

                                     B-3

<PAGE>
                 Form of Reverse Side of Right Certificate

                            FORM OF ASSIGNMENT

             (To be executed by the registered holder if such
            holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED ___________________________ hereby sells, assigns and
transfers unto
_____________________________________________________________
           (Please print name and address of transferee)


_____________________________________________________________________________
this  Right  Certificate,  together with  all  right,  title  and  interest
therein, and does hereby irrevocably  constitute  and  appoint Attorney, to
transfer  the  within  Right  Certificate on the books of the  within-named
Company, with full power of substitution.

Dated: __________________, ___________.


                              _______________________________
                              Signature

Signature Guaranteed:

          Signatures must be guaranteed  by  a  member firm of a registered
national  securities  exchange,  a  member of the National  Association  of
Securities Dealers, Inc., or a commercial bank, savings association, credit
union or trust company having an office  or  correspondent  in  the  United
States or other eligible guarantor institution which is a participant  in a
signature guarantee medallion program.


___________________________________________________________________________


          The undersigned hereby certifies that (1) the Rights evidenced by
this Right Certificate are not being sold, assigned or transferred by or on
behalf  of  a  Person  who is or was an Acquiring Person or an Affiliate or
Associate thereof (as such  terms  are defined in the Rights Agreement) and
(2) after due inquiry and to the best  knowledge  of  the  undersigned, the
undersigned did not acquire the Rights evidenced by this Right  Certificate
from  any  Person  who  is  or  was an Acquiring Person or an Affiliate  or
Associate thereof (as such terms are defined in the Rights Agreement).


                              ________________________________
                              Signature



                                   B-4

<PAGE>

           Form of Reverse Side of Right Certificate - continued

                       FORM OF ELECTION TO PURCHASE

                (To be executed by the registered holder if
            such holder desires to exercise Rights represented
                        by the Right Certificate.)

To the Rights Agent:

          The undersigned hereby  irrevocably  elects  to  exercise  Rights
represented  by  this  Right  Certificate to purchase the Preferred Shares,
Common Shares or such other securities  issuable  upon the exercise of such
Rights at this time as follows:

                                   Please Insert
                                   Number of Rights
                                   To Be Exercised

          (i)   Preferred Shares Exercise  __________________
          (ii)  Section 11(a)(ii) Exercise __________________
          (iii) Section 13 Exercise        __________________

          The  undersigned requests that certificates  for  such  Preferred
Shares, Common Shares or other securities be issued in the name of:

Please insert social security or other identifying number
                                                          -----------------

--------------------------------------------
(Please print name and address of transferee)


___________________________________________

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 of transferee)


___________________________________________

Dated: ____________, ______.


                              ________________________________
                              Signature

                                   B-5
<PAGE>

          Form of Reverse Side of Right Certificate -- continued

          SIGNATURE  GUARANTEED:  SIGNATURES MUST BE GUARANTEED BY A MEMBER
FIRM OF A REGISTERED NATIONAL SECURITIES EXCHANGE, A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS,  INC.,  OR  A  COMMERCIAL  BANK, SAVINGS
ASSOCIATION,   CREDIT   UNION   OR   TRUST  COMPANY  HAVING  AN  OFFICE  OR
CORRESPONDENT IN THE UNITED STATES OR  OTHER ELIGIBLE GUARANTOR INSTITUTION
WHICH IS A PARTICIPANT IN A SIGNATURE GUARANTEE MEDALLION PROGRAM.

          The undersigned hereby certifies that (1) the Rights evidenced by
this Right Certificate are not being exercised  by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate  or Associate thereof (as
such terms are defined in the Rights Agreement) and  (2)  after due inquiry
and  to  the  best  knowledge of the undersigned, the undersigned  did  not
acquire the Rights evidenced by this Rights Certificate from any Person who
is or was an Acquiring Person or an Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement).


                              ________________________________
                              Signature

                                  NOTICE


          THE SIGNATURE  ON  THE FOREGOING FORMS OF ASSIGNMENT AND ELECTION
AND CERTIFICATES 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 SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND SUCH ASSIGNMENT  OR  ELECTION TO PURCHASE WILL NOT BE
HONORED.



                                    B-6