MET-PRO CORPORATION



                                       and


                    AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                  Rights Agent
















                                RIGHTS AGREEMENT



                           Dated as of January 6, 2000

                                     <PAGE>
<TABLE>



                                                 TABLE OF CONTENTS


<S>     <C>                                                                                                      <C>
Section 1.   Certain Definitions................................................................................. 1
Section 2.   Appointment of Rights Agent......................................................................... 5
Section 3.   Issuance of Rights Certificates..................................................................... 5
Section 4.   Form of Rights Certificates......................................................................... 7
Section 5.   Countersignature and Registration................................................................... 8
Section 6.   Transfer, Split Up, Combination and Exchange of Rights.............................................. 8
                   Certificates; Mutilated, Destroyed, Lost or Stolen
                   Rights Certificates........................................................................... 8
Section 7.   Exercise of Rights; Purchase Price; Expiration Date of  Rights...................................... 9
Section 8.   Cancellation and Destruction of Rights Certificates.................................................11
Section 9.   Availability of Common Stock........................................................................11
Section 10.  Common Stock Record Date............................................................................13
Section 11.  Adjustment of Purchase Price, Number and Kind of Shares of Number of Rights.........................13
Section 12.  Certificate of Adjusted Purchase Price or Number of  Shares.........................................20
Section 13.  Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.....................20
Section 14.  Fractional Rights and Fractional Shares.............................................................22
Section 15.  Rights of Action....................................................................................23
Section 16.  Agreement of Rights Holders.........................................................................24
Section 17.  Rights Certificate Holder Not Deemed a Stockholder..................................................24
Section 18.  Concerning the Rights Agent.........................................................................25
Section 19.  Merger or Consolidation or Change of Name of Rights  Agent..........................................25
Section 20.  Duties of Rights Agent..............................................................................26
Section 21.  Change of Rights Agent..............................................................................28
Section 22.  Issuance of New Rights Certificates.................................................................29
Section 23.  Redemption and Termination..........................................................................29
Section 24.  Exchange............................................................................................30
Section 25.  Notice of Certain Events............................................................................31
Section 26.  Notices.............................................................................................32
Section 27.  Supplements and Amendments..........................................................................33
Section 28.  Successors..........................................................................................33
Section 29.  Determinations and Actions by the Board of Directors,  etc..........................................33
Section 30.  Benefits of this Agreement..........................................................................34
Section 31.  Severability........................................................................................34
Section 32.  Governing Law.......................................................................................34
Section 33.  Counterparts........................................................................................34
Section 34.  Descriptive Headings................................................................................34

EXHIBITS
Exhibit A -- Form of Rights Certificate
Exhibit B -- Form of Summary of Rights
</TABLE>


<PAGE>





                                RIGHTS AGREEMENT

     RIGHTS AGREEMENT,  dated as of January 6, 2000 (the  "Agreement"),  between
MET-PRO  CORPORATION, a Delaware corporation (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY (the "Rights Agent").

                          ____________________________

     On January 6, 2000 (the "Rights  Dividend  Declaration  Date") the Board of
Directors of the Company authorized and declared a dividend  distribution of one
Right (as hereinafter  defined) for each share of Common Stock outstanding as of
the close of business on January 14, 2000 (the "Record  Date"),  and  authorized
the issuance of one Right for each share of Common  Stock issued  (whether as an
original  issuance or from the Company's  treasury)  between the Record Date and
the earliest of the Distribution  Date or the Expiration Date (as such terms are
hereinafter  defined),  each Right initially  representing the right to purchase
one share of Common  Stock of the  Company  upon the  terms and  subject  to the
conditions hereinafter set forth (the "Rights").

     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 have the  meanings
indicated:

          (a)  "Acquiring  Person"  shall  mean  any  Person  (as  such  term is
     hereinafter  defined)  who or  which,  together  with  all  Affiliates  and
     Associates (as such terms are hereinafter defined) of such Person, shall be
     the Beneficial Owner (as such term is hereinafter  defined) of 15% (fifteen
     percent) or more of the Common Stock of the Company then  outstanding,  but
     shall not include the Company,  any Subsidiary (as such term is hereinafter
     defined) of the Company, any employee benefit plan of the Company or of any
     Subsidiary  of the  Company,  or any  entity  holding  Common  Stock for or
     pursuant to the terms of any such plan.  Notwithstanding the foregoing,  no
     Person shall become an "Acquiring  Person" as the result of an  acquisition
     of Common  Stock by the Company  which,  by  reducing  the number of shares
     outstanding,  increases  the  proportionate  number of shares  beneficially
     owned by such Person to 15%  (fifteen  percent) or more of the Common Stock
     of the Company then outstanding;  provided, however, that if a Person shall
     become the Beneficial Owner of 15% (fifteen  percent) or more of the Common
     Stock of the Company then  outstanding by reason of share  purchases by the
     Company and shall,  after such share  purchases by the Company,  become the
     Beneficial Owner of any additional  Common Stock of the Company,  then such
     Person shall be deemed to be an "Acquiring Person."

          (b)  "Adjustment  Shares" shall have the meaning  specified in Section
     11(a)(ii) hereof.

                                       -1-
<PAGE>


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

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

               (i) which  such  Person  or any of such  Person's  Affiliates  or
          Associates,  directly or indirectly,  beneficially owns (as determined
          pursuant  to Rule 13d-3  under the  Exchange  Act, as in effect on the
          date of this Agreement);

               (ii)  which such  Person or any of such  Person's  Affiliates  or
          Associates has:

                    (A) the right to acquire  (whether such right is exercisable
               immediately  or only  after  the  passage  of  time  or upon  the
               satisfaction   of  any   conditions  or  both)  pursuant  to  any
               agreement,  arrangement  or  understanding  (other than customary
               agreements  with  and  between  underwriters  and  selling  group
               members  with   respect  to  a  bona  fide  public   offering  of
               securities),  or upon the exercise of conversion rights, exchange
               rights, rights (other than these Rights), warrants or options, or
               otherwise;  provided,  however, that a Person shall not be deemed
               the  Beneficial  Owner of,  or to  beneficially  own,  securities
               tendered  pursuant  to a tender or  exchange  offer made by or on
               behalf  of such  Person  or any of such  Person's  Affiliates  or
               Associates  until  such  tendered  securities  are  accepted  for
               purchase or exchange; or

                    (B) the right to vote  (whether  such  right is  exercisable
               immediately  or only  after  the  passage  of  time  or upon  the
               satisfaction   of  any   conditions  or  both)  pursuant  to  any
               agreement,  arrangement or understanding, or upon the exercise of
               conversion  rights,  exchange  rights,  rights  (other than these
               Rights),  warrants or options, or otherwise;  provided,  however,
               that a Person shall not be deemed the Beneficial  Owner of, or to
               beneficially  own, any security if the agreement,  arrangement or
               understanding  to vote such  security  (1) arises  solely  from a
               revocable  proxy or consent given to such Person in response to a
               public  proxy or consent  solicitation  made  pursuant to, and in
               accordance with, the applicable rules and regulations promulgated
               under the  Exchange  Act and (2) is not also then  reportable  on
               Schedule  13D  under  the  Exchange  Act  (or any  comparable  or
               successor report); or

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

          Notwithstanding anything in this definition of Beneficial Ownership to
          the contrary,  the phrase "then outstanding," when used with reference
          to a Person's Beneficial Ownership of securities of the Company, shall
          mean  the  number  of such  securities  then  issued  and  outstanding
          together with the number of such  securities not then actually  issued

                                       -2-
<PAGE>


          and outstanding  which such Person would be deemed to own beneficially
          hereunder.

          (e) "Business Day" shall mean any day other than a Saturday, Sunday or
     a day on which banking institutions in the Commonwealth of Pennsylvania 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.,
     Philadelphia time, on such date;  provided,  however,  that if such date is
     not a Business Day it shall mean 5:00 P.M.,  Philadelphia time, on the next
     succeeding Business Day.

          (g) "Closing Price" shall mean for each day the last sale price or, in
     case no such sale takes  place on such day,  the average of the closing bid
     and asked prices, 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 securities in question
     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  securities  in question are listed or admitted to trading or,
     if the  securities in question 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 National Association of Securities Dealers, Inc.
     Automated Quotation System ("NASDAQ") or such other system then in use, or,
     if on any such date the  securities  in question are 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 of Directors of the
     Company and making a market in the  securities in question.  If on any such
     date no market maker is making a market in the securities in question,  the
     fair value of such  securities  on such date as determined in good faith by
     the Board of Directors of the Company shall be used.  If the  securities in
     question are not publicly held or not as listed or traded,  "current market
     price" per share shall mean the fair value per share as  determined in good
     faith by the Board of Directors of the Company,  whose  determination shall
     be  described  in a  statement  filed  with the  Rights  Agent and shall be
     conclusive for all purposes.

          (h) "Common  Stock"  shall mean the common  stock,  par value $.10 per
     share, of the Company.

          (i) "common  stock  equivalents"  shall have the meaning  specified in
     Section 11(a)(iii) hereof.

          (j)  "Current  Value"  shall  have the  meaning  set forth in  Section
     11(a)(iii) hereof.

          (k) "Distribution Date" shall mean the earlier of

               (i)  the  first  Business  Day  (or  such  later  date  as may be
          determined  by  outstanding  action of the Board of  Directors  of the
          Company prior to such time as any Person becomes an Acquiring  Person)
          after the Stock Acquisition Date, or

               (ii)  the  first  Business  Day  (or  such  later  date as may be

                                       -3-
<PAGE>


          determined  by  outstanding  action of the Board of  Directors  of the
          Company prior to such time as any Person becomes an Acquiring  Person)
          after  the date of the  commencement  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 entity holding
          Common Stock for or pursuant to the terms of any such plan) of, or the
          first public  announcement  of the intention of 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 entity
          holding Common Stock for or pursuant to the terms of any such plan) to
          commence,  a tender or exchange offer the  consummation of which would
          result in any Person  becoming  the  Beneficial  Owner of Common Stock
          aggregating  15%  (fifteen  percent) or more of the then Common  Stock
          (including any such date which is after the date of this Agreement and
          prior to the issuance of the Rights).

          (l)  "Expiration  Date"  shall mean the  earliest  of (i) the close of
     business  on the 10th  (tenth)  anniversary  of the Record Date (the "Final
     Expiration  Date"),  (ii) the time at which  the  Rights  are  redeemed  as
     provided  in  Section  23 hereof or (iii) the time at which the  Rights are
     exchanged pursuant to Section 24 hereof.

          (m) "Person" shall mean any  individual,  firm,  corporation,  limited
     liability  company,  partnership  or other  entity,  and shall  include any
     successor (by merger or otherwise) of such entity.

          (n)  "Principal  Party"  shall have the meaning  specified  in Section
     13(b) hereof.

          (o) "Purchase Price" shall have the meaning  specified in Section 4(a)
     and Section 7(b) hereof, as modified by Section 13(a) hereof.

          (p)  "Redemption  Price"  shall have the meaning  specified in Section
     23(a) hereof.

          (q) "Rights  Certificates" shall have the meaning specified in Section
     3(a) hereof.

          (r) "Securities Act" shall have the meaning  specified in Section 9(d)
     hereof.

          (s)  "Section  11(a)(ii)  Event"  shall have the meaning  specified in
     Section 11(a)(ii) hereof.

          (t) "Section  11(a)(ii) Trigger Date" shall have the meaning specified
     in Section 11(a)(iii) hereof.

          (u)  "Section 13 Event"  shall have the meaning  specified  in Section
     13(a) hereof.

          (v) "Spread"  shall have the meaning  specified in Section  11(a)(iii)
     hereof.

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

                                       -4-
<PAGE>


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

          (y) "Substitution  Period" shall have the meaning specified in Section
     11(a)(iii) hereof.

          (z)  "Summary of Rights"  shall have the meaning  specified in Section
     3(b) hereof.

          (aa) "Trading  Day" shall mean a day on which the  principal  national
     securities  exchange  on which the  securities  in  question  are listed or
     admitted to trading is open for the  transaction  of  business  or, if such
     securities are not listed or admitted to trading on any national securities
     exchange, a Business Day.

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

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 the Common Stock)
in accordance with the terms and conditions  hereof, and the Rights Agent hereby
accepts  such  appointment.  The  Company  may from  time to time  appoint  such
co-Rights  Agents as it may deem  necessary  or  desirable,  upon ten days prior
written  notice to the Rights  Agent.  In the event the Company  appoints one or
more  co-Rights  Agents,  the  respective  duties  of the  Rights  Agent and any
co-Rights Agents shall be as the Company shall determine.

Section 3.   Issuance of Rights Certificates.

          (a) Until the  Distribution  Date, the Rights will be evidenced by the
     certificates for the Common Stock registered in the names of the holders of
     the Common Stock (which  certificates for Common Stock shall be deemed also
     to be certificates  for Rights) and not by separate  certificates,  and the
     Rights  will  be  transferred  with  and  only  with  the  transfer  of the
     underlying shares of Common Stock (including a transfer to the Company). As
     soon as practicable after the Distribution Date, the Rights Agent will send
     by first-class mail, insured, postage prepaid, to each record holder of the
     Common Stock as of the close of business on the  Distribution  Date, at the
     address of such  holder  shown on the records of the  Company,  one or more
     rights  certificates,  in  substantially  the form of Exhibit A hereto (the
     "Rights Certificates"), evidencing one Right for each share of Common Stock
     so held,  subject to  adjustment as provided  herein.  In the event that an
     adjustment  in the number of Rights per share of Common Stock has been made
     pursuant to Section  11(a)(i)  hereof,  at the time of  distribution of the
     Rights  Certificates,  the Company shall make the necessary and appropriate
     rounding  adjustments  (in  accordance  with Section  14(a) hereof) so that
     Rights   Certificates   representing  only  whole  numbers  of  Rights  are
     distributed,  and cash is paid in lieu of any fractional  Rights. As of and

                                       -5-
<PAGE>


     after the  Distribution  Date, the Rights will be evidenced  solely by such
     Rights Certificates.

          (b)  The  Company  will  send  a  copy  of a  Summary  of  Rights,  in
     substantially  the form  attached  hereto  as  Exhibit B (the  "Summary  of
     Rights"), by first-class, postage prepaid mail, upon the written request of
     any holder of Common Stock, as of the close of business on the Record Date,
     at the address of such holder  shown on the  records of the  Company.  With
     respect to certificates  for the Common Stock  outstanding as of the Record
     Date or issued subsequent to the Record Date, until the Distribution  Date,
     the Rights will be evidenced by such  certificates for the Common Stock and
     the  registered  holders of the Common  Stock shall also be the  registered
     holders of the  associated  Rights.  Until the earlier of the  Distribution
     Date or the Expiration Date, the transfer of any certificates  representing
     shares of Common  Stock in respect of which  Rights have been issued  shall
     also  constitute the transfer of the Rights  associated with such shares of
     Common Stock.

          (c) Subject to Section 22 hereof, Rights shall be issued in respect of
     all shares of Common  Stock  which are  outstanding  on the Record Date and
     which are issued (whether originally issued or from the Company's treasury)
     after the Record Date but prior to the earlier of the Distribution  Date or
     the Expiration Date. Certificates  representing such shares of Common Stock
     shall  also be deemed to be  certificates  for  Rights,  and shall bear the
     following legend:

     This  certificate  also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Met-Pro  Corporation and the
Rights Agent thereunder (the "Rights Agreement"),  the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
offices of Met-Pro 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.  Met-Pro  Corporation will mail
to the holder of this certificate a copy of the Rights  Agreement,  as in effect
on the date of mailing,  without  charge,  promptly  after  receipt of a written
request therefor. Under certain circumstances set forth in the Rights Agreement,
Rights  issued to any Person who becomes an Acquiring  Person (as defined in the
Rights Agreement) shall become null and void.

     With respect to such certificates  containing the foregoing  legend,  until
the Distribution  Date, the Rights  associated with the Common Stock represented
by such  certificates  shall be  evidenced  by such  certificates  alone and the
registered  holders of Common Stock shall also be the registered  holders of the
associated  Rights,  and the  transfer  of any of such  certificates  shall also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by such  certificates.  In the event that the Company  purchases or
acquires  any  shares of Common  Stock  after the  Record  Date but prior to the
Distribution  Date and does not  subsequently  reissue such  shares,  any Rights
associated  with such shares  shall be deemed to be canceled and retired so that
the Company  shall not be entitled to exercise any Rights  associated  with such
shares which are no longer  outstanding as of the Distribution  Date;  provided,
however,  that such Rights shall not be deemed to be cancelled and retired as to
such shares that the Company, subsequent to such purchase or acquisition,  shall
reissue and which shall be outstanding as of the Distribution Date.


                                       -6-
<PAGE>


Section 4.   Form of Rights Certificates.

          (a) The Rights  Certificates  (and the forms of  election  to purchase
     shares and of assignment to be printed on the reverse  thereof)  shall each
     be  substantially  in the form set forth in  Exhibit A hereto  and may have
     such marks of identification or designation and such legends,  summaries or
     endorsements printed thereon as the Company may deem appropriate and as are
     not  inconsistent  with  the  provisions  of this  Agreement,  or as may be
     required to comply with any  applicable  law or with any rule or regulation
     made pursuant  thereto or with any rule or regulation of any stock exchange
     on which the  Rights  may from time to time be  listed,  or to  conform  to
     usage.  Subject to the provisions of Section 11 and Section 22 hereof,  the
     Rights Certificates,  whenever distributed, shall be dated as of the Record
     Date and on their face shall  entitle the holders  thereof to purchase such
     number of shares of Common Stock as shall be set forth therein at the price
     set forth in Section  7(b)  hereof  (such  exercise  price,  the  "Purchase
     Price"),  but the  number of such  shares  that may be  purchased  upon the
     exercise of each Right and the Purchase  Price  thereof shall be subject to
     adjustment as provided herein.

          (b) Any Rights  Certificate  issued pursuant to Section 3(a),  Section
     11(i) or Section 22 hereof that represents  Rights  beneficially  owned by:
     (i) an  Acquiring  Person or any  Associate  or  Affiliate  of an Acquiring
     Person,  (ii) a transferee  of an Acquiring  Person (or of any Associate or
     Affiliate  of such  Acquiring  Person) who becomes a  transferee  after the
     Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
     (or of any Associate or Affiliate of such  Acquiring  Person) 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  Person or to any Person with whom such Acquiring  Person
     has any agreement, arrangement or understanding (whether or not in writing)
     regarding  the  transferred  Rights  or (B) a  transfer  which the Board of
     Directors has determined is part of a plan,  arrangement  or  understanding
     (whether  or not in  writing)  which  has as a  primary  purpose  or effect
     avoidance  of  Section  7(e)  hereof,  and any  Rights  Certificate  issued
     pursuant  to  Section 6 or  Section  11  hereof  upon  transfer,  exchange,
     replacement  or adjustment of any other Rights  Certificate  referred to in
     this sentence, shall (to the extent feasible) contain the following legend:

     The Rights  represented by this Rights Certificate are or were beneficially
owned by a Person  who was or became an  Acquiring  Person  or an  Affiliate  or
Associate  of an  Acquiring  Person  (as such  terms are  defined  in the Rights
Agreement).  Accordingly,  this Rights  Certificate  and the Rights  represented
hereby shall become null and void in the circumstances specified in Section 7(e)
of the Rights Agreement.

Section 5.   Countersignature and Registration.

          (a) The Rights Certificates shall be executed on behalf of the Company
     by its Chairman of the Board, its Chief Executive Officer, its President or
     its Vice President- Finance either manually or by facsimile signature,  and
     shall  be  attested  by the  Secretary  or an  Assistant  Secretary  or the
     Treasurer or an Assistant  Treasurer of the Company,  either manually or by
     facsimile  signature.  The Rights  Certificates  shall not be valid for any
     purpose unless  countersigned  by the Rights Agent.  In case any officer of

                                       -7-
<PAGE>


     the  Company  who shall have  signed any of the Rights  Certificates  shall
     cease to be such  officer of the  Company  before  countersignature  by the
     Rights  Agent  and  issuance  and  delivery  by the  Company,  such  Rights
     Certificates,  nevertheless,  may be countersigned by the Rights Agent, and
     issued  and  delivered  by the  Company  with the same  force and effect as
     though the person who signed such Rights  Certificates had not ceased to be
     such officer of the Company;  and any Rights  Certificates may be signed on
     behalf of the Company by any person who holds any such office at the actual
     date of the execution of such Rights  Certificate,  although at the date of
     the  execution  of this  Rights  Agreement  any such person was not such an
     officer.

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

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

          (a)  Subject to the  provisions  of  Section  4(b),  Section  7(e) and
     Section  14  hereof,  at any  time  after  the  close  of  business  on the
     Distribution  Date,  and  at or  prior  to the  close  of  business  on the
     Expiration Date, any Rights Certificate or Rights  Certificates (other than
     Rights  Certificates  representing Rights that have been exchanged pursuant
     to Section 24 hereof), may be transferred,  split up, combined or exchanged
     for  another  Rights  Certificate  or Rights  Certificates,  entitling  the
     registered  holder to purchase a like number of shares of Common Stock (or,
     following a Triggering Event, Common Stock, cash, property, debt securities
     or other assets,  or any  combination  thereof,  as the case may be) as the
     Rights  Certificate or Rights  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
     Rights  Certificate  or Rights  Certificates  shall  make such  request  in
     writing  delivered  to the Rights  Agent,  and shall  surrender  the Rights
     Certificate or Rights Certificates to be transferred, split up, combined or
     exchanged at the principal  office of the Rights Agent.  Neither the Rights
     Agent nor the Company shall be obligated to take any action whatsoever with
     respect to the  transfer,  split up,  combination  or  exchange of any such
     surrendered  Rights  Certificate  until the registered holder thereof shall
     have completed and signed the form of assignment and related certificate on
     the reverse side of such Rights  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 Section
     4(b),  Section  7(e),  Section 14 and  Section 24 hereof,  countersign  and
     deliver  to the  Person  entitled  thereto a Rights  Certificate  or Rights
     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 Rights Certificates.

          (b) Upon  receipt  by the  Company  and the Rights  Agent of  evidence
     reasonably  satisfactory  to  them  of  the  loss,  theft,  destruction  or

                                       -8-
<PAGE>


     mutilation  of a  Rights  Certificate,  and,  in case  of  loss,  theft  or
     destruction,  of indemnity or security reasonably satisfactory to them, and
     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 Rights  Certificate  if  mutilated,  the Company  will
     execute  and deliver a new Rights  Certificate  of like tenor to the Rights
     Agent for  countersignature and delivery to the registered owner in lieu of
     the Rights 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
     Rights  Certificate  may exercise the Rights  evidenced  thereby (except as
     otherwise provided herein including,  without limitation,  the restrictions
     on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
     23(a) hereof) in whole or in part at any time after the  Distribution  Date
     upon  surrender  of the Rights  Certificate,  with the form of  election to
     purchase and related 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 of shares of Common  Stock (or cash,
     property,  debt securities or other assets, or any combination  thereof, as
     the case may be) as to which such surrendered  Rights are then exercisable,
     at or prior to the Expiration Date.

          (b) On its face,  each Rights  Certificate  shall  entitle the holders
     thereof to purchase,  for each Right,  one share of Common Stock,  or other
     securities or property as provided herein, at the price per share of $50.00
     (fifty  dollars)  (the  "Purchase  Price");  provided,  however,  that  the
     Purchase Price and the number of shares of Common Stock or other securities
     or  consideration  to be acquired upon exercise of a Right shall be subject
     to  adjustment  as provided in Sections 11 and 13(a)  hereof.  The Purchase
     Price shall be payable in lawful  money of the United  States of America in
     accordance with paragraph (c) below.

          (c) Upon  receipt  of a Rights  Certificate  representing  exercisable
     Rights,  with the form of election to purchase and related certificate duly
     executed,  accompanied  by payment with respect to each Right as exercised,
     of the Purchase Price per share of Common Stock (or cash, property,  equity
     or debt securities or other assets, or any combination thereof, as the case
     may be) to be purchased and an amount equal to any applicable transfer tax,
     the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly
     (i) (A)  requisition  from any transfer agent of the shares of Common Stock
     (or make  available,  if the Rights  Agent is the  transfer  agent for such
     shares)  certificates  for the total number of shares of Common Stock to be
     purchased and the Company hereby irrevocably  authorizes its transfer agent
     to comply with all such requests,  or (B) if the Company shall have elected
     to  deposit  the total  number of shares  of  Common  Stock  issuable  upon
     exercise of the Rights hereunder with a depositary agent,  requisition from
     the depositary agent depositary receipts representing such number of shares
     of Common Stock as are to be purchased (in which case  certificates for the
     shares of Common Stock  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 request,  (ii) when  appropriate,
     requisition from the Company the amount of cash, if any, to be paid in lieu
     of fractional  shares in accordance with Section 14 hereof,  (iii) promptly
     after receipt of such certificates or depositary  receipts,  cause the same
     to be  delivered  to or,  upon the order of the  registered  holder of such
     Rights  Certificate,  registered in such name or names as may be designated

                                       -9-
<PAGE>


     by such holder, and (iv) when appropriate,  after receipt thereof, promptly
     deliver such cash, if any, to or upon the order of the registered holder of
     such  Rights  Certificate.  In the event that the Company is  obligated  to
     issue other securities  (including  Common Stock) of the Company,  pay cash
     and/or  distribute  other  property  pursuant to Section 11(a) hereof,  the
     Company will make all arrangements necessary so that such other securities,
     cash and/or other  property are  available for  distribution  by the Rights
     Agent, if and when appropriate.

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

          (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 Associate or Affiliate
     of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
     Associate or  Affiliate  of an  Acquiring  Person) who becomes a transferee
     after the  Acquiring  Person  becomes  such,  or (iii) a  transferee  of an
     Acquiring  Person (or of any such  Associate  or  Affiliate of an Acquiring
     Person)  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  Person or to any Person
     with  whom  the  Acquiring   Person  has  any  agreement,   arrangement  or
     understanding  regarding the transferred Rights or (B) a transfer which the
     Board  of  Directors  of the  Company  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  from and after such  occurrence.  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 Rights Certificates or any other Person as a result of its
     failure to make any  determinations  hereunder with respect to an Acquiring
     Person or its Affiliates, Associates or transferees of any of them.

          (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 Rights
     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
     reasonably request.

Section 8.   Cancellation and Destruction of Rights Certificates.

     All Rights Certificates surrendered for the purpose of exercise,  transfer,

                                      -10-
<PAGE>


split up, combination or exchange shall, if surrendered to the Company or any of
its agents,  be delivered to the Rights Agent for  cancellation  or in cancelled
form, or, if  surrendered to the Rights Agent,  shall be cancelled by it, and no
Rights  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 Rights Certificate  purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all  cancelled  Rights  Certificates  to the Company,  or shall,  at the written
request of the Company, destroy such cancelled Rights Certificates,  and in such
case shall deliver a certificate of destruction thereof to the Company.

Section 9.   Availability of Common Stock.

          (a) In the event that there shall not be a sufficient number of shares
     of Common Stock  authorized but unissued to permit the exercise or exchange
     of Rights in accordance  with Section 11, the Company  covenants and agrees
     that  it will  take  all  such  action  as may be  necessary  to  authorize
     additional  shares  of Common  Stock  for  issuance  upon the  exercise  or
     exchange of Rights pursuant to Section 11; provided,  however,  that if the
     Company is unable to cause the authorization of additional shares of Common
     Stock,   then  the  Company   shall,   or  in  lieu  of  seeking  any  such
     authorization,  the Company may, to the extent  necessary  and permitted by
     applicable  law and any  agreements or  instruments  in effect prior to the
     Distribution  Date to which it is a party,  either,  in its sole discretion
     (A) effect a reverse  stock split (which shall result in an  adjustment  to
     the Purchase  Price under the  provisions  of Section  11(a)(i)  hereof and
     which shall otherwise be subject to Section 11 (a)(i),  notwithstanding any
     provision  of such  Section  11(a)(i)  limiting  such  adjustments  and its
     application to events occurring prior to the  Distribution  Date), (B) upon
     surrender  of a Right,  pay cash  equal  to the  Purchase  Price in lieu of
     issuing shares of Common Stock and requiring payment therefor, (C) upon due
     exercise  of a Right and  payment of the  Purchase  Price for each share of
     Common Stock as to which such Right is exercised,  issue equity and/or debt
     securities  having a value equal to the value of the shares of Common Stock
     which  otherwise  would have been  issuable  pursuant to Section 11,  which
     value shall be determined  by a nationally  recognized  investment  banking
     firm  selected  by the Board of  Directors  of the  Company or (D) upon due
     exercise  of a Right and  payment of the  Purchase  Price for each share of
     Common Stock as to which such Right is exercised,  distribute a combination
     of shares of Common Stock,  cash and/or other equity and/or debt securities
     having an aggregate  value equal to the value of the shares of Common Stock
     which  otherwise  would have been  issuable  pursuant to Section 11,  which
     value shall be determined  by a nationally  recognized  investment  banking
     firm selected by the Board of Directors of the Company.  To the extent that
     any  legal  or   contractual   restrictions   (pursuant  to  agreements  or
     instruments in effect prior to the Distribution  Date to which it is party)
     prevent the Company from paying the full amount payable in accordance  with
     the foregoing  sentence,  the Company shall pay to holders of the Rights as
     to which  such  payments  are  being  made all  amounts  which are not then
     restricted on a pro rata basis as such payments  become  permissible  under
     such legal or contractual  restrictions  until such payments have been paid
     in full.

          (b) So long as the  shares of Common  Stock  and/or  other  securities
     issuable and  deliverable  upon the exercise of the Rights may be listed on
     any national securities exchange or automated quotation system, the Company
     shall use its best efforts to cause, from and after such time as the Rights

                                      -11-
<PAGE>


     become exercisable,  all shares of Common Stock issued or reserved for such
     issuance  to be so  listed,  upon  official  notice  of  issuance,  on  the
     principal national securities  exchange,  if any, on which the Common Stock
     is otherwise listed or, if the principal market for the Common Stock is not
     on any national  securities  exchange,  to be eligible for quotation on the
     NASDAQ  National  Market  or any  successor  thereto  or  other  comparable
     quotation system.

          (c) The  Company  shall use its best  efforts to (i) file,  as soon as
     practicable  following  the earliest  date after the first  occurrence of a
     Section  11(a)(ii) Event on which the  consideration to be delivered by the
     Company upon exercise of the Rights has been  determined in accordance with
     Section 11(a)(iii) hereof, or, if required by law, the Distribution Date, a
     registration  statement (a "Registration  Statement")  under the Securities
     Act of 1933,  as  amended  (the  "Securities  Act"),  with  respect  to the
     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 Securities Act) until the earlier of (A) the date as of
     which the Rights are no longer  exercisable for such securities and (B) the
     Expiration  Date.  The  Company  will  also  take  such  action  as  may be
     appropriate  under, or to ensure  compliance  with, the securities or "blue
     sky" laws of the various states in connection  with the  exercisability  of
     the Rights. The Company may temporarily  suspend,  for a period of time not
     to exceed  ninety  (90) days  after the date set forth in clause (i) of the
     first  sentence of this Section 9(c), the  exercisability  of the Rights in
     order to  prepare  and file such  Registration  Statement  and permit it to
     become  effective.  Upon any such  suspension,  the  Company  shall issue a
     public announcement  stating that the exercisability of the Rights has been
     temporarily suspended, as well as a public announcement at such time as the
     suspension is no longer in effect,  in each case with prompt written notice
     to the Rights Agent.  In addition,  if the Company shall  determine  that a
     Registration  Statement is required  following the  Distribution  Date, the
     Company may temporarily suspend the exercisability of the Rights until such
     time  as  a   Registration   Statement   has   been   declared   effective.
     Notwithstanding any provision of this Agreement to the contrary, the Rights
     shall not be exercisable in any jurisdiction if the requisite qualification
     in such  jurisdiction  has not been obtained,  the exercise  thereof is not
     permitted  under  applicable law or a  Registration  Statement has not been
     declared effective.

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

          (e)  From  and  after  the  Distribution  Date,  the  Company  further
     covenants  and  agrees  that it will pay when due and  payable  any and all
     federal  and state  transfer  taxes and  charges  which may be  payable  in
     respect of the issuance or delivery of the Rights  Certificates  and of any
     certificates for Common Stock 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 Rights  Certificates to a Person other than, or the issuance or
     delivery of Common Stock and/or  other  securities,  as the case may be, in

                                      -12-
<PAGE>


     respect of a name other than that of, the  registered  holder of the Rights
     Certificate  evidencing Rights surrendered for transfer or exercise,  or to
     issue or deliver any certificates for Common Stock and/or other securities,
     as the case may be, in a name other than that of the registered holder upon
     the  exercise  of any Rights  until such tax shall have been paid (any such
     tax being payable by the holder of such Rights  Certificate  at the time of
     surrender) or until it has been  established to the Company's  satisfaction
     that no such tax is due.

Section 10.  Common Stock Record Date.

     Each Person in whose name any  certificate  for Common  Stock  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 shares of
Common Stock and/or other securities,  as the case may be,  represented  thereby
on,  and such  certificate  shall be  dated,  the date  upon  which  the  Rights
Certificate  evidencing  such  Rights was duly  surrendered  and  payment of the
Purchase Price (and all applicable transfer taxes) was made; provided,  however,
that if the date of such  surrender  and payment is a date upon which the Common
Stock 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 Common Stock and/or other securities,  as the case may be, transfer
books of the Company  are open.  Prior to the  exercise of the Rights  evidenced
thereby,  the holder of a Rights Certificate shall not be entitled to any rights
of a  stockholder  of the  Company  with  respect to shares for which the Rights
shall be  exercisable,  including,  without  limitation,  the right to vote,  to
receive dividends or other  distributions or to exercise any preemptive  rights,
and shall not be  entitled  to  receive  any  notice of any  proceedings  of the
Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number and Kind of Shares of 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  and  prior to the  Distribution  Date (A)  declare  a
          dividend on the Common Stock  payable in shares of Common  Stock,  (B)
          subdivide the  outstanding  Common Stock,  (C) combine the outstanding
          Common Stock into a smaller number of shares,  or (D) issue any shares
          of  its  capital  stock  in a  reclassification  of the  Common  Stock
          (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 Common
          Stock 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
          exercise of a Right be less than the aggregate par value of the shares
          of capital stock of the Company  issuable upon exercise of a right. If

                                      -13-
<PAGE>


          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  Sections  23 and 24 of this  Agreement,  in the
          event (a "Section 11(a)(ii) Event") any Person (other than an employee
          benefit  plan  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)  shall,  at any time  after  the  Rights  Dividend
          Declaration Date, become an Acquiring Person, then, promptly following
          the occurrence of such event,  proper  provision shall be made so that
          each holder of a Right  (except as provided  below and in Section 7(e)
          hereof)  shall  thereafter  have the right to receive,  upon  exercise
          thereof and payment of the then current  Purchase  Price in accordance
          with the  terms of this  Agreement,  such  number  of shares of Common
          Stock of the  Company  as  shall  equal  the  result  obtained  by (x)
          multiplying the then current Purchase Price by the number of shares of
          Common Stock for which a Right was  exercisable  immediately  prior to
          the first  occurrence of a Section  11(a)(ii)  Event, and (y) dividing
          that  product  by fifty  percent  (50%) of the  current  market  price
          (determined  pursuant  to Section  11(d)  hereof)  per share of Common
          Stock on the date of such first occurrence (such number of shares, the
          "Adjustment Shares").

               (iii) In the event  that the  number  of  shares of Common  Stock
          which  is  authorized  by  the  Company's   Restated   Certificate  of
          Incorporation  but  not  outstanding  or  reserved  for  issuance  for
          purposes  other than upon exercise of the Rights is not  sufficient to
          permit  the  exercise  in full of the  Rights in  accordance  with the
          foregoing  subparagraph (ii) of this Section 11(a) notwithstanding the
          Company's  declaration of a reverse stock split under Section 9 (a)(A)
          hereof or in the event of the Company's  determination  not to declare
          such a reverse  stock split,  the Company  shall:  (A)  determine  the
          excess of (1) the value of the  Adjustment  Shares  issuable  upon the
          exercise of a Right (the "Current  Value") over (2) the Purchase Price
          (such  excess,  the  "Spread"),  and (B) with  respect  to each  Right
          (subject  to  Section  7(e)  hereof),   make  adequate   provision  to
          substitute for the Adjustment Shares, upon the exercise of a Right and
          payment of the applicable Purchase Price, (1) cash, (2) a reduction in
          the Purchase Price, (3) Common Stock or other equity securities of the
          Company (referred to herein as "common stock  equivalents"),  (4) debt
          securities of the Company,  (5) other assets or (6) any combination of
          the  foregoing,  having an aggregate  value equal to the Current Value
          (less the amount of any reduction in the Purchase  Price),  where such
          aggregate  value has been  determined by the Board of Directors of the
          Company  based upon the advice of a nationally  recognized  investment
          banking  firm  selected  by the  Board of  Directors  of the  Company;
          provided,  however,  that if the Company  shall not have made adequate
          provision to deliver value  pursuant to clause (B) above within thirty
          (30) days following the later of (x) the first occurrence of a Section
          11(a)(ii)  Event  and (y) the date on  which  the  Company's  right of
          redemption pursuant to Section 23(a) expires (the later of (x) and (y)
          being  referred to herein as the "Section  11(a)(ii)  Trigger  Date"),
          then the Company shall be obligated to deliver, upon the surrender for
          exercise  of a Right and  without  requiring  payment of the  Purchase
          Price,  shares of Common Stock (to the extent  available) and then, if
          necessary,  cash,  which shares  and/or cash have an  aggregate  value
          equal to the Spread.  If the Board of Directors  of the Company  shall
          determine in good faith that it is likely that  sufficient  additional
          shares of Common Stock could be authorized  for issuance upon exercise
          in full of the Rights,  the thirty (30) day period set forth above may

                                      -14-
<PAGE>


          be  extended  to the extent  necessary,  but not more than ninety (90)
          days  after the  Section  11(a)(ii)  Trigger  Date,  in order that the
          Company may seek  stockholder  approval for the  authorization of such
          additional shares (such thirty (30) day period, as it may be extended,
          referred to herein as the "Substitution  Period").  To the extent that
          the Company  determines that some action need be taken pursuant to the
          first and/or second sentence of this Section  11(a)(iii),  the Company
          (x) shall  provide,  subject to Section 7(e) hereof,  that such action
          shall apply uniformly to all outstanding  Rights,  and (y) may suspend
          the   exercisability  of  the  Rights  until  the  expiration  of  the
          Substitution  Period in order to seek such  stockholder  approval  for
          such   authorization  of  additional   shares  and/or  to  decide  the
          appropriate  form of  distribution  to be made  pursuant to such first
          sentence and to determine the value thereof.  In the event of any such
          suspension, the Company shall issue a public announcement stating that
          the  exercisability of the Rights has been temporarily  suspended,  as
          well as a public  announcement  at such time as the  suspension  is no
          longer in effect. For purposes of this Section  11(a)(iii),  the value
          of each  Adjustment  Share  shall  be the  current  market  price  (as
          determined  pursuant to Section  11(d) hereof) per share of the Common
          Stock on the Section  11(a)(ii)  Trigger Date and the per share or per
          unit value of any common stock equivalent shall be deemed to equal the
          current market price (as so determined)  per share of the Common Stock
          on such date.

          (b) If the Company shall fix a record date for the issuance of rights,
     options or  warrants  to all  holders  of Common  Stock  entitling  them to
     subscribe for or purchase (for a period  expiring  within  forty-five  (45)
     calendar  days  after  such  record  date)  Common  Stock or  common  stock
     equivalents,  or securities  convertible  into Common Stock or common stock
     equivalents,  at a price per  share of Common  Stock or per share of common
     stock  equivalents  (or having a conversion  price per share, if a security
     convertible  into Common Stock or common stock  equivalents)  less than the
     current market price (as  determined  pursuant to Section 11(d) hereof) per
     share of Common  Stock 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 shares of Common
     Stock  outstanding on such record date, plus the number of shares of Common
     Stock which the aggregate  offering  price of the total number of shares of
     Common Stock  and/or  common stock  equivalents  to be offered  (and/or the
     aggregate  initial  conversion  price of the  convertible  securities to be
     offered) would purchase at such current market price,  and the  denominator
     of which shall be the number of shares of Common Stock  outstanding on such
     record date,  plus the number of  additional  shares of Common Stock and/or
     common stock  equivalents  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 a Right be less than the  aggregate  par
     value of the shares of capital stock of the Company  issuable upon exercise
     of a Right.  In case such  subscription  price may be paid by  delivery  of
     consideration  part or all of which may be in a form other  than cash,  the
     value of such  consideration  shall be as  determined  in good faith by the
     Board of Directors of the Company,  whose  determination shall be described
     in a  statement  filed  with the  Rights  Agent and shall be binding on the
     Rights Agent and the holders of the Rights;  provided,  however, that if at
     the time of such  determination  there  exists  an  Acquiring  Person,  the
     current market value of such consideration on such date shall be determined
     by a nationally recognized investment banking firm selected by the Board of
     Directors, which determination shall be described in a statement filed with
     the Rights  Agent and shall be binding on the Rights  Agent and the holders

                                      -15-
<PAGE>


     of the Rights.  Shares of Common  Stock owned by or held for the account of
     the  Company  shall not be deemed  outstanding  for the purpose of any such
     computation.  Such adjustments shall be made  successively  whenever such a
     record date is fixed, and in the event that such rights 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) If the Company shall fix a record date for a  distribution  to all
     holders of Common Stock (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,  cash (other than a
     regular  quarterly  or other  expected  periodic  cash  dividend out of the
     earnings or retained earnings of the Company or, following the Distribution
     Date,  a dividend  not out of the  earnings  or  retained  earnings  of the
     Company unless the Board at such time shall determine not to include such a
     dividend within the exception provided for by this  parenthetical),  assets
     (other than a dividend  payable in Common Stock, but including any dividend
     payable  in stock  other  than  Common  Stock)  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 current
     market price (as determined  pursuant to Section 11(d) hereof) per share of
     Common Stock on such record date, less the fair market value (as determined
     in good faith by the Board of Directors of the Company, whose determination
     shall be  described  in a  statement  filed with the  Rights  Agent) of the
     portion  of  the  cash,  assets  or  evidences  of  indebtedness  so  to be
     distributed  or of such  convertible  securities,  subscription  rights  or
     warrants  applicable to each share of Common Stock and the  denominator  of
     which shall be such current market price (as determined pursuant to Section
     11(d) hereof) per share of Common  Stock.  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 be adjusted to
     be the  Purchase  Price which would have been in effect if such record date
     had not been fixed.

          (d)  (i)  For  the  purpose  of  any computation hereunder, other than
     computations  made  pursuant to Section  11(a)(iii)  hereof,  the  "current
     market price" per share of any security (a "Security", for purposes 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  (30)
     consecutive  Trading Days immediately  prior to such date, and for purposes
     of computations made pursuant to Section  11(a)(iii)  hereof,  the "current
     market  price" per share of the  Security on any date shall be deemed to be
     the average of the daily Closing  Prices per share of such Common Stock for
     the ten (10)  consecutive  Trading Days  immediately  following  such date;
     provided,  however,  that in the event that the  current  market  price per
     share  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 shares of such shares (other than the Rights),
     or (B) any subdivision,  combination or  reclassification of such Security,
     and prior to the expiration of the requisite thirty (30) Trading Day or ten
     (10) Trading Day period,  as set forth above,  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
     market price" shall be properly  adjusted to take into account  ex-dividend
     trading.

               (ii) For the purpose of any computation  hereunder,  the "current

                                      -16-
<PAGE>


          market  price" per share of Common  Stock shall be  determined  in the
          same manner as set forth in Section  11(d)(i)  hereof.  If the current
          market  price per share of Common Stock  cannot be  determined  in the
          manner  provided  above or if the Common Stock is not publicly held or
          listed or traded in a manner  described in subsection (g) of Section 1
          hereof,  the  "current  market  price" per share of Common Stock shall
          mean the fair value per share as determined in good faith by the Board
          of Directors of the Company, whose determination shall be described in
          a statement  filed with the Rights Agent and shall be  conclusive  for
          all  purposes;  provided,  however,  that  if  at  the  time  of  such
          determination  there exists an Acquiring  Person,  the "current market
          value" of the  Common  Stock on such  date  shall be  determined  by a
          nationally recognized investment banking firm selected by the Board of
          Directors, which determination shall be described in a statement filed
          with the Rights Agent and shall be binding on the Rights Agent and the
          holders of the Rights.

          (e) Anything herein to the contrary notwithstanding,  no adjustment in
     the Purchase Price shall be required unless such  adjustment  would require
     an increase or decrease of at least one percent (1%) in the Purchase Price;
     provided,  however,  that any  adjustments  which by reason of this Section
     11(e) are not  required to be made shall be carried  forward and taken into
     account in any subsequent  adjustment.  All calculations under this Section
     11 shall be made to the nearest cent or to the nearest  ten-thousandth of a
     share of  Common  Stock or other  security,  as the case may be, or to such
     other   figure   as  the   Board  of   Directors   may  deem   appropriate.
     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 Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
     or Section 13(a) hereof, the holder of any Right thereafter exercised shall
     become  entitled to receive  any shares of capital  stock other than Common
     Stock,  thereafter  the  number of such  other  shares so  receivable  upon
     exercise of any Right and the Purchase  Price  thereof  shall be subject to
     adjustment from time to time in a manner and on terms as nearly  equivalent
     as practicable to the provisions with respect to the Common Stock contained
     in Sections  11(a),  (b), (c), (e), (g), (h), (i), (j), (k) and (m) hereof,
     and the  provisions  of Sections 7, 9, 10, 13 and 14 hereof with respect to
     the  Common  Stock  shall  apply on like  terms to any such  other  shares;
     provided,  however,  that the Company shall not be liable for its inability
     to reserve and keep  available  for  issuance  upon  exercise of the Rights
     pursuant to Section  11(a)(ii) a number of shares of Common  Stock  greater
     than  the  number  then   authorized   by  the  Restated   Certificate   of
     Incorporation  of the Company  but not  outstanding  or reserved  for other
     purposes.

          (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 shares of Common
     Stock  purchasable from time to time hereunder upon exercise of the Rights,
     all subject to further adjustment as provided herein.

          (h) Unless the Company  shall have  exercised its election as provided
     in Section 11(i), upon each adjustment of the Purchase Price as a result of
     the  calculations  made in Sections  11(b) and (c), each Right  outstanding
     immediately  prior  to the  making  of  such  adjustment  shall  thereafter
     evidence the right to purchase, at the adjusted Purchase Price, that number
     of shares of Common  Stock  (calculated  to the  nearest  ten-  thousandth)
     obtained by (i)  multiplying  (x) the number of shares of Common  Stock for

                                      -17-
<PAGE>


     which a Right may be exercised  immediately prior to this adjustment by (y)
     the Purchase Price in effect  immediately  prior to such  adjustment of the
     Purchase  Price,  and (ii) dividing the product as obtained by the Purchase
     Price in effect immediately after such adjustment of the Purchase Price.

          (i) The  Company may elect on or after the date of any  adjustment  of
     the Purchase Price to adjust the number of Rights,  in substitution for any
     adjustment  in the number of shares of Common  Stock  purchasable  upon the
     exercise of a Right. Each of the Rights outstanding after the adjustment in
     the  number  of Rights  shall be  exercisable  for the  number of shares of
     Common Stock 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  ten-thousandth)  obtained by dividing the Purchase Price in effect
     immediately prior to adjustment of the Purchase Price by the Purchase Price
     in effect  immediately  after adjustment of the Purchase Price. The Company
     shall make a public  announcement  of its  election to adjust the number of
     Rights, indicating the record date for the adjustment, and, if known at the
     time, the amount of the adjustment to be made.  This record date may be the
     date on which the Purchase Price is adjusted or any day thereafter, but, if
     the Rights  Certificates have been issued,  shall be at least ten (10) days
     later than the date of the public announcement. If Rights 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 Rights Certificates on such record date
     Rights  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  Rights  Certificates  held  by  such  holders  prior  to the  date  of
     adjustment,  and upon surrender  thereof,  if required by the Company,  new
     Rights  Certificates  evidencing all the Rights to which such holders shall
     be entitled after such adjustment. Rights Certificates to be so distributed
     shall be issued,  executed  and  countersigned  in the manner  provided for
     herein (and may bear, at the option of the Company,  the adjusted  Purchase
     Price)  and shall be  registered  in the names of the  holders of record of
     Rights   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 shares of Common  Stock  issuable  upon the  exercise  of the
     Rights,  the Rights  Certificates  theretofore  and  thereafter  issued may
     continue to express the  Purchase  Price per share and the number of shares
     which were expressed in the initial Rights Certificates issued hereunder.

          (k) Before taking any action that would cause an  adjustment  reducing
     the Purchase Price below the then par value  attributable  to the number of
     shares of Common Stock  issuable upon  exercise of the Rights,  the Company
     shall take any  corporate  action which may, in the opinion of its counsel,
     be necessary in order that the Company may validly and legally  issue fully
     paid and  nonassessable  shares of Common Stock at such  adjusted  Purchase
     Price.

          (l) In any  case in  which  this  Section  11  shall  require  that an
     adjustment in the Purchase  Price be made effective as of a record date for
     a specified  event,  the Company may elect to defer until the occurrence of
     such event the  issuance  to the holder of any Right  exercised  after such
     record date of the number of shares of Common Stock and other capital stock

                                      -18-
<PAGE>


     or securities of the Company,  if any, issuable upon such exercise over and
     above the  number of shares  of  Common  Stock and other  capital  stock or
     securities of the Company, if any, issuable upon such exercise on the basis
     of the  Purchase  Price  in  effect  prior  to such  adjustment;  provided,
     however,  that the Company shall deliver to such holder a due bill or other
     appropriate  instrument  evidencing  such  holder's  right to receive  such
     additional  shares or securities upon the occurrence of the event requiring
     such adjustment.

          (m) Anything in this Section 11 to the contrary  notwithstanding,  the
     Company shall be entitled to make such reductions in the Purchase Price, in
     addition to those adjustments expressly required by this Section 11, as and
     to the extent that the Board of Directors of the Company, in its good faith
     judgment,   shall   determine  to  be  advisable  in  order  that  any  (i)
     consolidation or subdivision of the Common Stock,  (ii) issuance wholly for
     cash of any shares of Common Stock at less than the current  market  price,
     (iii)  issuance  wholly  for cash of shares of Common  Stock or  securities
     which by their terms are  convertible  into or  exchangeable  for shares of
     Common Stock,  (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 Common Stock 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  consolidation  with a  Subsidiary  of the Company in a  transaction
     which does not violate the provisions of Section 11(o) hereof),  (ii) merge
     with or into any other Person (other than a merger with a Subsidiary of the
     Company in a transaction  which does not violate the  provisions of 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,  earning power or cash flow aggregating fifty percent (50%) or more
     of the  assets,  earning  power  or  cash  flow  of  the  Company  and  its
     Subsidiaries  (taken as a whole) to any other Person or Persons (other than
     a sale or transfer to the Company and/or any of its  Subsidiaries in one or
     more  transactions each of which does not violate the provisions of Section
     11(o)  hereof),   if  (x)  at  the  time  of  or  immediately   after  such
     consolidation,  merger or sale  there  are any  rights,  warrants  or other
     instruments  or securities  outstanding or agreements in effect which would
     substantially  diminish or otherwise  eliminate the benefits intended to be
     afforded by the Rights or (y) prior to,  simultaneously with or immediately
     after such  consolidation,  merger or sale, the  stockholders of the Person
     who constitute, or would constitute,  the "Principal Party" 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.

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

          (p) The exercise of Rights under Section  11(a)(ii)  shall only result
     in the loss of rights  under  Section  11(a)(ii) to the extent so exercised
     and shall not otherwise affect the rights of holders of Rights Certificates
     under  this  Agreement,  including  rights to  purchase  securities  of the
     Principal  Party  following  a Section 13 Event  which has  occurred or may

                                      -19-
<PAGE>


     thereafter  occur,  as set forth in Section 13 hereof.  Upon  exercise of a
     Rights Certificate under Section  11(a)(ii),  the Rights Agent shall return
     such Rights  Certificate  duly marked to indicate  that such  exercise  has
     occurred.

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.

     Whenever  an  adjustment  is made as  provided  in Section 11 or Section 13
hereof, the Company shall (a) promptly prepare a certificate  setting forth such
adjustment and a brief  statement of the facts  accounting for such  adjustment,
(b)  promptly  file with the Rights Agent and with each  transfer  agent for the
Common Stock a copy of such  certificate and (c) mail a brief summary thereof to
each holder of a Rights  Certificate in accordance  with Section 26 hereof.  The
Rights Agent shall be fully protected in relying on any such  certificate and on
any adjustment therein contained.

Section 13.  Consolidation,  Merger or Sale or Transfer of Assets,  Cash Flow or
             Earning Power.

          (a) In the event (a "Section  13(a) Event") that,  following the Stock
     Acquisition Date, directly or indirectly, (x) the Company shall consolidate
     with, or merge with and into,  any other Person (other than a Subsidiary of
     the Company in a transaction which complies with Section 11(o) hereof), and
     the Company shall not be the  continuing or surviving  corporation  of such
     consolidation  or merger,  (y) any Person  (other than a Subsidiary  of the
     Company in a  transaction  which  complies with Section 11(o) hereof) shall
     consolidate with, or merge with or into, the Company, and the Company shall
     be the continuing or surviving  corporation of such consolidation or merger
     and, in connection with such  consolidation  or merger,  all or part of the
     outstanding  shares of Common Stock shall be changed into or exchanged  for
     stock  or  other  securities  of any  other  Person  or cash  or any  other
     property,  or (z) the Company shall sell, or otherwise  transfer (or one or
     more  of  its  Subsidiaries  shall  sell  or  otherwise  transfer),  in one
     transaction or a series of related transactions,  assets,  earning power or
     cash flow  aggregating  fifty percent (50%) or more of the assets,  earning
     power or cash flow of the Company and its  Subsidiaries  (taken as a whole)
     to any Person or Persons  (other than the Company or any  Subsidiary of the
     Company in one or more  transactions  each of which  complies  with Section
     11(o) hereof),  then, and in each such case, proper provision shall be made
     so that:  (i) each holder of a Right  (other  than  Rights that  heretofore
     became null and void pursuant to Section 7(e) hereof) shall thereafter have
     the right to  receive,  upon the  exercise  thereof and payment of the then
     current  Purchase Price in accordance with the terms of this Agreement (or,
     if any Section  11(a)(ii) event has occurred prior to the first  occurrence
     of a Section 13(a) Event, at the Purchase Price in effect immediately prior
     to the first  occurrence  of a Section  11(a)(ii)  event),  such  number of
     validly  authorized  and  issued,  fully  paid,  non-assessable  and freely
     tradable  shares of common  stock of the  Principal  Party (as such term is
     hereinafter defined), free and clear of any liens, encumbrances,  rights of
     first  refusal  or other  adverse  claims,  as shall be equal to the result
     obtained by (1) multiplying  the then current  Purchase Price by the number
     of  shares of Common  Stock  for which a Right is  exercisable  immediately
     prior to the first  occurrence  of a  Section  13 Event  (or,  if a Section
     11(a)(ii) Event has occurred prior to the first  occurrence of a Section 13
     Event,  multiplying  the number of shares of Common Stock for which a Right
     was  exercisable  immediately  prior to the first  occurrence  of a Section
     11(a)(ii) Event by the Purchase Price in effect  immediately  prior to such
     first  occurrence),  and (2) dividing  that product  (which,  following the

                                      -20-
<PAGE>


     first  occurrence  of a  Section  13  Event,  shall be  referred  to as the
     "Purchase  Price" for each Right and for all purposes of this Agreement) by
     fifty percent  (50%) of the current  market price  (determined  pursuant to
     Section  11(d)(i)  hereof) per share of the common stock of such  Principal
     Party on the date of  consummation  of such  Section  13  Event;  (ii) such
     Principal Party shall thereafter be liable for, and shall assume, by virtue
     of such  Section 13 Event,  all the  obligations  and duties of the Company
     pursuant to this Agreement;  (iii) the term "Company"  shall  thereafter be
     deemed to refer to such Principal  Party,  it being  specifically  intended
     that the provisions of Section 11 hereof shall apply only to such Principal
     Party  following  the first  occurrence  of a Section  13 Event;  (iv) such
     Principal Party shall take such steps  (including,  but not limited to, the
     reservation  of a  sufficient  number  of shares  of its  common  stock) in
     connection  with  the  consummation  of  any  such  transaction  as  may be
     necessary  to  assure  that  the  provisions  hereof  shall  thereafter  be
     applicable,  as nearly as  reasonably  may be, in relation to its shares of
     common stock thereafter  deliverable  upon the exercise of the Rights:  and
     (v) the  provisions  of  Section  11(a) (ii)  hereof  shall be of no effect
     following the first occurrence of any Section 13 Event.

          (b) "Principal Party" shall mean:

               (i) in the case of any transaction described in clause (x) or (y)
          of the first sentence of Section 13(a) hereof,  the Person that is the
          issuer of any  securities  into  which  shares of Common  Stock of the
          Company  are  converted  in such  merger or  consolidation,  and if no
          securities  are as issued,  the Person that is the other party to such
          merger or consolidation; and

               (ii) in the case of any  transaction  described  in clause (z) of
          the first  sentence of Section  13(a)  hereof,  the Person that is the
          party receiving the greatest  portion of the assets,  earning power or
          cash flow  transferred  pursuant to such  transaction or transactions;
          provided,  however,  that in any such case, (1) if the common stock of
          such  Person is not, at such time and has 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
          or  Affiliate  of another  Person the common stock of which is and has
          been so  registered,  "Principal  Party"  shall  refer  to such  other
          Person;  and (2) in case such  Person is a  Subsidiary  or  Affiliate,
          directly or indirectly,  of more than one Person,  the common stock 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  stock having the  greatest  aggregate  market value and (z) 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 (x) and (y)
          above  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  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  sufficient
     authorized  and  unissued  shares of common  stock not  reserved  for other
     purposes to permit the full exercise of the Rights in accordance  with this
     Section 13, and unless prior thereto the Company and each  Principal  Party
     (and any  Person  who may  become  a  Principal  Party as a result  of such
     consolidation,  merger, sale or transfer) shall have executed and delivered
     to the Rights Agent a  supplemental  agreement  providing for the terms set
     forth in  paragraphs  (a) and (b) of this Section 13 and further  providing
     that, as soon as practicable after the date of any  consolidation,  merger,

                                      -21-
<PAGE>


    sale or transfer of assets  mentioned in paragraph  (a) of this Section 13,
     the Principal Party, at its own expense, will:

               (i)  prepare  and  file  a  Registration   Statement   under  the
          Securities   Act  with  respect  to  the  Rights  and  the  securities
          purchasable  upon exercise of the Rights on an  appropriate  form, and
          will use its best efforts to cause such Registration  Statement to (A)
          become  effective  as soon as  practicable  after such  filing and (B)
          remain   effective  (with  a  prospectus  at  all  times  meeting  the
          requirements of the Securities Act) until the 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 jurisdictions as may be necessary or appropriate;

               (iii) use its best  efforts to list (or  continue the listing of)
          the Rights and the securities  purchasable upon exercise of the Rights
          on  a  national   securities  exchange  or  to  meet  the  eligibility
          requirements for quotation on the NASDAQ National Market; and

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

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

Section 14.  Fractional Rights and Fractional Shares.

          (a) The Company  shall not be required to issue  fractions  of Rights,
     except prior to the Distribution  Date as provided in Section 11(a) hereof,
     or to distribute Rights  Certificates which evidence  fractional Rights. If
     the Company  elects not to issue  fractional  rights,  then in lieu of such
     fractional  Rights,  the Company shall pay to the registered holders of the
     Rights  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 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 of
     the  Rights for any day shall be the last sale  price,  or, in case no such
     sale takes  place on such day,  the  average of the  closing  bid and asked
     prices,   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

                                      -22-
<PAGE>


     listed or admitted to trading on any national securities exchange, the last
     quoted  price,  or, if not as quoted,  the  average of the high bid and low
     asked prices in the over-the-counter  market, as reported by NASDAQ or such
     other  system then in use or, if on any such date the Rights are not quoted
     by any such  organization,  the average of the closing bid and asked prices
     as furnished by a  professional  market maker making a market in the Rights
     selected by the Board of Directors  of the Company.  If on any such date no
     such market  maker is making a market in the Rights,  the fair value of the
     Rights on such date as  determined  in good faith by the Board of Directors
     of the Company shall be used.

          (b) The Company shall not be required to issue  fractions of shares of
     Common  Stock upon  exercise  of the Rights or to  distribute  certificates
     which  evidence  fractional  shares of Common Stock.  In lieu of fractional
     shares of Common Stock,  the Company may pay to the  registered  holders of
     Rights  Certificates  at the time  such  Rights  are  exercised  as  herein
     provided an amount in cash equal to the same fraction of the current market
     price of one share of Common Stock. For purposes of this Section 14(b), the
     current  market price of one share of Common  Stock shall be 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 a Triggering  Event, the Company shall
     not be required to issue  fractions of shares of Common Stock upon exercise
     of the  Rights or to  distribute  certificates  which  evidence  fractional
     shares of Common Stock. In lieu of fractional  shares of Common Stock,  the
     Company may pay to the  registered  holders of Rights  Certificates  at the
     time such Rights are  exercised as herein  provided an amount in cash equal
     to the same  fraction  of the current  market  price of one share of Common
     Stock.  For purposes of this Section 14(c), the current market price of one
     share of Common  Stock  shall be the  Closing  Price of one share of Common
     Stock (as determined  pursuant to Section  11(d)(i) hereof) for the Trading
     Day immediately prior to the date of such exercise.

          (d) The holder of a Right, by the acceptance of such Right,  expressly
     waives  such  holder's  right  to  receive  any  fractional  Rights  or any
     fractional  shares upon  exercise of a Right  except as  permitted  by this
     Section 14.

Section 15.  Rights of Action.

     All  rights of action in respect of this  Agreement,  other than  rights of
action  vested  in the  Rights  Agent  pursuant  to  Sections  18 and 20 of this
Agreement,  are  vested  in the  respective  registered  holders  of the  Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, the registered holders of the Common Stock),  without the
consent of the Rights  Agent or of the  holder of any other  Rights  Certificate
(or,  prior to the  Distribution  Date,  the  registered  holders  of the Common
Stock), may, in such holder's behalf and for such holder's benefit, enforce, and
may institute and maintain any suit, action or proceeding against the Company to
enforce,  or otherwise  act in respect of, such  holder's  right to exercise the
Rights evidenced by such Rights Certificate (or, prior to the Distribution Date,
certificates for Common Stock) in the manner provided in such Rights Certificate
and in this Agreement.  Without limiting the foregoing or any remedies available

                                      -23-
<PAGE>


to the holders of Rights,  it is specifically  acknowledged  that the holders of
Rights would not have an adequate remedy at law for any breach of this Agreement
and shall be entitled to specific  performance of the obligations  hereunder and
injunctive  relief  against actual or threatened  violations of the  obligations
hereunder of any Person  subject to this  Agreement.  Holders of Rights shall be
entitled  to  recover  from the  Company  the  reasonable  costs  and  expenses,
including  attorneys'  fees,  incurred  by them in any  action  to  enforce  the
provisions of this Agreement.

Section 16.  Agreement of Rights 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 Common Stock;

          (b)  after  the  Distribution   Date,  the  Rights   Certificates  are
     transferable  only on the registry books of the Rights Agent if surrendered
     at the principal  office of the Rights Agent  designated  for such purpose,
     duly endorsed or  accompanied  by a proper  instrument of transfer and with
     the appropriate forms and certificates fully executed;

          (c) subject to Section 6(a) and Section  7(f) hereof,  the Company and
     the  Rights  Agent  may deem and treat  the  person in whose  name a Rights
     Certificate  (or, prior to the  Distribution  Date,  the associated  Common
     Stock  certificate)  is registered as the absolute owner thereof and of the
     Rights  evidenced  thereby  (notwithstanding  any notations of ownership or
     writing  on  the  Rights   Certificates  or  the  associated  Common  Stock
     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 affected by
     any notice to the contrary; and

          (d)  notwithstanding  anything  in  this  Agreement  to the  contrary,
     neither the Company nor the Rights  Agent shall have any  liability  to any
     holder of a Right or other  Person as a result of its  inability to perform
     any of its obligations under this Agreement by reason of any preliminary or
     permanent  injunction or other order, decree or ruling issued by a court 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.

Section 17.  Rights Certificate Holder Not Deemed a Stockholder.

     No holder,  as such, of any Rights  Certificate  shall be entitled to vote,
receive  dividends  or be deemed  for any  purpose  the  holder of the shares of
Common  Stock 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 Rights  Certificate  be construed to confer upon the
holder of any Rights  evidenced by either a  certificate  for Common Stock or by

                                      -24-
<PAGE>


any  Rights  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  subscription  rights,  or  otherwise,  until  the Right or Rights
evidenced by such  certificate  for Common Stock or Rights  Certificate,  as the
case may be, 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   disbursements   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  gross  negligence,  bad  faith or  willful
     misconduct on the part of the Rights Agent, for anything done or omitted by
     the Rights Agent in connection  with the acceptance and  administration  of
     this  Agreement,  including the reasonable  costs and expenses of defending
     against any claim of liability arising directly or indirectly therefrom.

          (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
     Rights  Certificate or certificate for Common Stock 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  reasonably  believed  by it to be
     genuine  and to be signed,  executed  and,  where  necessary,  verified  or
     acknowledged, by the proper Person or Persons.

          (c) The Rights  Agent  shall not be liable for  consequential  damages
     under any  provision  of this  Agreement or for any  consequential  damages
     arising out of any act or failure to act hereunder.

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 corporate trust or stock transfer  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,
     however,  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  Rights  Certificates  shall  have  been
     countersigned but not delivered,  any such successor Rights Agent may adopt
     the  countersignature of a predecessor Rights Agent and deliver such Rights

                                      -25-
<PAGE>


     Certificates so  countersigned;  and in case at that time any of the Rights
     Certificates shall not have been countersigned,  any successor Rights Agent
     may  countersign  such  Rights  Certificates  either  in  the  name  of the
     predecessor or in the name of the successor  Rights Agent;  and in all such
     cases such Rights  Certificates  shall have the full force  provided in the
     Rights 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  Rights   Certificates  shall  have  been
     countersigned   but  not   delivered,   the  Rights  Agent  may  adopt  the
     countersignature  under its prior name and deliver Rights  Certificates  so
     countersigned;  and in case at that  time  any of the  Rights  Certificates
     shall not have been  countersigned,  the Rights Agent may countersign  such
     Rights Certificates either in its prior name or in its changed name; and in
     all such cases such Rights  Certificates shall have the full force provided
     in the Rights 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 Rights  Certificates,  by their acceptance thereof,  shall be
bound:

          (a) The Rights  Agent may consult  with legal  counsel  selected by it
     (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 or any
     Affiliate or Associate  thereof and the  determination  of "current  market
     price")  be  proved  or  established  by the  Company  prior to  taking  or
     suffering any action hereunder,  such fact or matter (unless other evidence
     in respect thereof be herein  specifically  prescribed) may be deemed to be
     conclusively proved and established by a certificate signed by the Chairman
     of the  Board,  the  Chief  Executive  Officer,  the  President,  the  Vice
     President-Finance , 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 gross
     negligence, bad faith or willful misconduct.

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

          (e) The Rights Agent shall not be under any  responsibility in respect

                                      -26-
<PAGE>


     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   Rights   Certificate   (except   its
     countersignature  thereof);  nor shall it be responsible  for any breach by
     the Company of any covenant or condition  contained in this Agreement or in
     any Rights  Certificate;  nor shall it be  responsible  for any  adjustment
     required  under the  provisions  of  Section  11,  Section 13 or Section 24
     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  Rights   Certificates   after  actual  notice  of  any  such
     adjustment);  nor  shall  it by any act  hereunder  be  deemed  to make any
     representation  or warranty as to the  authorization  or reservation of any
     shares  of Common  Stock to be issued  pursuant  to this  Agreement  or any
     Rights  Certificate  or as to whether  any shares of Common  Stock or other
     securities will, when so issued,  be validly  authorized and issued,  fully
     paid and nonassessable.

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

          (g) The  Rights  Agent is hereby  authorized  and  directed  to accept
     instructions  with respect to the performance of its duties  hereunder from
     the Chairman of the Board, the Chief Executive Officer, the President,  the
     Vice  President-Finance,  or the Secretary of the Company,  and to apply to
     such officers for advice or instructions in connection with its duties, and
     it shall not be liable for any action  taken or  suffered to be taken 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 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.

          (k) If,  with  respect to any Rights  Certificate  surrendered  to the

                                      -27-
<PAGE>


     Rights Agent for exercise or transfer,  split up,  combination or exchange,
     the  certificate  attached to the form of assignment or form of election to
     purchase, as the case may be, has either not been completed or indicates an
     affirmative  response to clause 1 and/or 2 thereof,  the Rights Agent shall
     not take any further  action  with  respect to such  requested  exercise or
     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 by registered or certified mail, and to the holders of the
Rights Certificates by first-class mail. The Company may remove the Rights Agent
or any successor  Rights Agent upon thirty (30) days' notice in writing,  mailed
to the Rights Agent or successor Rights Agent, as the case may be, by registered
or certified mail, and to the holders of the Rights  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 thirty
(30) days after giving  notice of such removal or after it has been  notified in
writing of such  resignation  or incapacity  by the  resigning or  incapacitated
Rights  Agent or by the holder of a Rights  Certificate  (who  shall,  with such
notice,  submit such holder's Rights Certificate for inspection by the Company),
then any registered  holder of any Rights  Certificate may apply to any court of
competent  jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent,  whether appointed by the Company or by such a court, shall be (a)
a corporation or other legal business entity  organized and doing business under
the laws of the United States or of any state thereof,  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  $50,000,000  or (b) an Affiliate of a
corporation  or other  legal  business  entity  described  in clause (a) of this
sentence. After appointment, the successor Rights Agent shall be vested with the
same powers,  rights,  duties and  responsibilities as if it had been originally
named as Rights Agent without  further act or deed; but the  predecessor  Rights
Agent shall deliver and transfer to the  successor  Rights Agent any property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment,  the Company shall file notice thereof in writing
with the  predecessor  Rights Agent and the transfer  agent of the Common Stock,
and mail a notice  thereof in writing  to the  registered  holders of the Rights
Certificates or, if prior to the Distribution Date, to the registered holders of
Common  Stock.  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.


                                      -28-
<PAGE>


Section 22.  Issuance of New Rights Certificates.

     Notwithstanding  any of the  provisions of this  Agreement or of the Rights
Certificates to the contrary,  the Company may, at its option,  issue new Rights
Certificates  evidencing  Rights in such form as may be approved by the Board of
Directors  to reflect any  adjustment  or change in the  Purchase  Price and the
number or kind or class of shares or other  securities  or property  purchasable
under the Rights  Certificates  made in accordance  with the  provisions of this
Agreement.  In addition,  in  connection  with the issuance or sale of shares of
Common Stock  following  the  Distribution  Date and prior to the  redemption or
expiration  of the  Rights,  the Company  (a) shall,  with  respect to shares of
Common  Stock so issued or sold  pursuant to the  exercise  of stock  options or
under  any  employee  plan  or  arrangement,   granted  or  awarded  as  of  the
Distribution  Date, or upon the  exercise,  conversion or exchange of securities
issued by the Company  hereinafter but prior to the  Distribution  Date, and (b)
may, in any other  case,  if deemed  necessary  or  appropriate  by the Board of
Directors of the Company, issue Rights Certificates representing the appropriate
number of Rights in connection  with such issuance or sale;  provided,  however,
that (i) no such Rights  Certificate shall be issued if, and to the extent that,
the  Company  shall be advised  by counsel  that such  issuance  would  create a
significant  risk of  material  adverse tax  consequences  to the Company or the
Person to whom such Rights  Certificate would be issued, and (ii) no such Rights
Certificate 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) The Board of Directors  of the Company may, at its option,  at any
     time on or before  such  time that any  Person  shall  become an  Acquiring
     Person,  redeem all but not less than all the then outstanding  Rights at a
     redemption price of $.0001 (one one-hundredth of a cent) per Right, as such
     amount may be  appropriately  adjusted  to reflect any stock  split,  stock
     dividend  or similar  transaction  occurring  after the date  hereof  (such
     redemption price being hereinafter  referred to as the "Redemption Price").
     The  redemption  of the  Rights  by the  Board  of  Directors  may be  made
     effective at such time,  and on such basis and with such  conditions as the
     Board of Directors in its sole discretion may establish.

          If, following the occurrence of a Stock Acquisition Date and following
     the  expiration  of the  right of  redemption  hereunder  but  prior to the
     occurrence of any event specified in Section 13 hereof, (A) a Person who is
     an Acquiring  Person  shall have  transferred  or  otherwise  disposed of a
     number  of  shares  of  Common  Stock  in  one  transaction  or  series  of
     transactions,  not directly or  indirectly  involving the Company or any of
     its  Subsidiaries,  which  did not  result in the  occurrence  of any event
     specified  in  Section  13 hereof  such that such  Person is  thereafter  a
     Beneficial  Owner of 10% or less of the  outstanding  Common  Stock and (B)
     there are no other  Persons,  immediately  following the  occurrence of the
     event described in clause (A) of this sentence,  who are Acquiring Persons,
     then the right of redemption  shall be reinstated and thereafter be subject
     to the provisions of this Section 23. Notwithstanding anything contained in
     this Agreement to the contrary,  the Rights shall not be exercisable  after
     the first  occurrence of a Section  11(a)(ii)  Event until such time as the
     Company's  right of redemption  hereunder has expired.  The Company may, at
     its option, pay the Redemption Price in cash, shares of Common Stock (based

                                      -29-
<PAGE>


     on the "current market price," as defined in Section  11(d)(i)  hereof,  of
     the  Common  Stock  at the  time  of  redemption)  or  any  other  form  of
     consideration,   or  any  combination  of  any  of  the  foregoing,  deemed
     appropriate by the Board of Directors of the Company.

          (b)  Immediately  upon the  action  of the Board of  Directors  of the
     Company ordering the redemption of the Rights, evidence of which shall have
     been  furnished  to 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.  Promptly after the action of the
     Board of Directors ordering the redemption of the Rights, the Company shall
     give notice of such  redemption  to the Rights Agent and the holders of the
     then outstanding  Rights by mailing such notice to all such holders at each
     holder's  last address as it appears 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  Stock.  Any  notice  which is mailed in the
     manner herein  provided  shall be deemed  given,  whether or not the holder
     receives the notice.  Each such notice of redemption  will state the method
     by which the payment of the Redemption Price will be made.

          (c)  Notwithstanding  anything  herein to the  contrary,  the Board of
     Directors of the Company shall also have the authority to redeem the Rights
     after a Person shall have become an  Acquiring  Person if such Person shall
     (x)  certify in writing to the Board of  Directors,  no later than five (5)
     days of the date of such Person  having  become an Acquiring  Person or, if
     later,  no later than five (5) days after the Company shall be advised that
     such Person shall have become an Acquiring  Person,  to the satisfaction of
     the Board in its sole  discretion,  that such  Person  became an  Acquiring
     Person  without  knowledge of the terms of the Rights and (y) no later than
     five (5) days after such  certification,  such  Person,  together  with all
     Affiliates and Associates, shall cease to be the Beneficial Owner of 15% or
     more of the Common Stock of the Company then outstanding as a result of the
     disposition of shares of Common Stock.

          (d) The Company may, at its option,  discharge all of its  obligations
     with respect to the Rights by (x) issuing a press  release  announcing  the
     manner of the  redemption of the Rights in accordance  with this  Agreement
     and (y) 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 for the shares of Common Stock,  and upon such
     action,  all outstanding  Rights and Rights  Certificates shall be null and
     void without any further action by the Company.

Section 24.  Exchange.

          (a) The Board of Directors  of the Company may, at its option,  at any
     time after any Person becomes an Acquiring Person,  exchange all or part of
     the then outstanding and exercisable Rights (which shall not include Rights
     that have become void  pursuant to the  provisions  of Section 7(e) hereof)
     for  Common  Stock at an  exchange  ratio of one share of Common  Stock per
     Right, appropriately adjusted to reflect any stock split, stock dividend or
     similar  transaction  occurring  after the date hereof (such exchange ratio
     being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the
     foregoing,  the Board of Directors of the Company shall not be empowered to

                                      -30-
<PAGE>


     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,  or any entity holding Common Stock for or pursuant to
     the terms of any such plan), together with all Affiliates and Associates of
     such Person, becomes the Beneficial Owner of fifty percent (50%) or more of
     the Common Stock then outstanding.

          (b)  Immediately  upon the  action  of the Board of  Directors  of the
     Company  ordering the exchange of any Rights  pursuant to subsection (a) of
     this Section 24 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 shares of
     Common  Stock  equal  to the  number  of such  Rights  held by such  holder
     multiplied by the Exchange  Ratio.  The Company shall  promptly give public
     notice of any such exchange;  provided,  however, that the failure to give,
     or any defect  in,  such  notice  shall not  affect  the  validity  of such
     exchange.  The Company promptly shall mail a notice of any such exchange to
     all of the  holders of such Rights at their last  addresses  as they appear
     upon the registry  books of the Company.  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 Stock for Rights will be effected  and, in
     the event of any  partial  exchange,  the  number of Rights  which  will be
     exchanged.  Any partial  exchange  shall be effected  pro rata based on the
     number of Rights  (other than Rights which have become void pursuant to the
     provisions of Section 7(e) hereof) held by each holder of Rights.

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

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

Section 25.  Notice of Certain Events.

          (a) In  case  the  Company  shall  propose,  at  any  time  after  the
     Distribution Date, (i) to pay any dividend payable in stock of any class to
     the  holders  of  Common  Stock or to make any  other  distribution  to the
     holders of Common Stock (other than a regular  quarterly or other  expected
     periodic cash dividend out of earnings or retained earnings of the Company,
     including  the  initiation  thereof),  or (ii) to offer to the  holders  of
     Common  Stock  rights or  warrants  to  subscribe  for or to  purchase  any
     additional  shares of  Common  Stock or shares of stock of any class or any
     other   securities,   rights   or   options,   or  (iii)  to   effect   any

                                      -31-
<PAGE>


     reclassification  of  its  Common  Stock  (other  than  a  reclassification
     involving only the subdivision of outstanding  shares of Common Stock),  or
     (iv) to effect any  consolidation  or merger into or with any other  Person
     (other than a Subsidiary  of the Company in a  transaction  which  complies
     with 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 transaction or a series of related transactions, of fifty
     percent  (50%) or more of the  assets,  earning  power or cash  flow of the
     Company  and its  Subsidiaries  (taken as a whole)  to any other  Person or
     Persons  (other than the Company and/or any of its  subsidiaries  in one or
     more transactions each of which complies with Section 11(o) hereof), (v) to
     effect the liquidation,  dissolution or winding up of the Company,  or (vi)
     to declare or pay any dividend on the Common Stock  payable in Common Stock
     or to effect a  subdivision,  combination  or  consolidation  of the Common
     Stock (by  reclassification  or  otherwise  than by payment of dividends in
     Common  Stock),  then,  in each such case,  the Company  shall give to each
     holder of a Rights  Certificate  and to the  Rights  Agent,  to the  extent
     feasible  and in  accordance  with  Section  26  hereof,  a notice  of such
     proposed  action,  which shall  specify the record date for the purposes of
     such stock  dividend,  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 shares of Common Stock, if any
     such date is to be fixed,  and such notice shall be so given in the case of
     any action  covered by clause (i) or (ii) above at least  twenty  (20) days
     prior to the record  date for  determining  holders of the shares of Common
     Stock  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
     shares of Common Stock whichever shall be the earlier.

          (b) In case any Section 11(a)(ii) Event shall occur, then, in any such
     case, (i) the Company shall as soon as practicable  thereafter give to each
     holder of a Rights  Certificate  and to the  Rights  Agent,  to the  extent
     feasible  and in  accordance  with  Section  26  hereof,  a  notice  of the
     occurrence   of  such  event,   which  shall  specify  the  event  and  the
     consequences  of the event to holders  of Rights  under  Section  11(a)(ii)
     hereof.

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 Rights  Certificates  to or on the Company
shall  be  sufficiently  given  or made if sent  by  first-class  mail,  postage
prepaid,  addressed  (until another  address is filed in writing with the Rights
Agent) as follows:

     Met-Pro Corporation
     160 Cassell Road
     Harleysville, PA 19438
     Attention:   Chief Executive Officer

     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 Rights Certificates to or on the Rights Agent shall be sufficiently given
or made if sent by first-class mail,  postage prepaid,  addressed (until another
address is filed in writing with the Company) as follows:


                                      -32-
<PAGE>


     American Stock Transfer & Trust Company
     40 Wall Street
     New York, NY  10005

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

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  shares of
Common Stock.  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 Rights  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
Rights  Certificates;  provided,  from and after  the  Distribution  Date,  this
Agreement  may not be  supplemented  or  amended  to  lengthen  any time  period
hereunder  pursuant to clause (iii) of this sentence 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.  Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Stock. Notwithstanding anything contained herein to the
contrary,  this  Agreement  may not be amended at a time when the Rights are not
redeemable.

Section 28.  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 29.  Determinations and Actions by the Board of Directors, etc.

     For all purposes of this Agreement, any calculation of the number of shares
of Common Stock  outstanding at any particular  time,  including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial  Owner,  shall be made in accordance  with
the last  sentence of Rule  13d-3(d)(1)(i)  of the rules  promulgated  under the
Exchange  Act as in effect on the date  hereof.  The Board of  Directors  of the

                                      -33-
<PAGE>


Company  shall  have the  exclusive  power  and  authority  to  administer  this
Agreement  and to  exercise  all rights and powers  specifically  granted to the
Board of  Directors of the  Company,  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 or the
administration  of this Agreement  (including a  determination  to redeem or not
redeem the Rights or to amend the  Agreement).  All such actions,  calculations,
interpretations  and  determinations  (including,  for  purposes  of clause (ii)
below,  all omissions with respect to the  foregoing)  which are done or made by
the  Board of  Directors  of the  Company  in good  faith,  shall  (i) be final,
conclusive  and binding on the  Company,  the Rights  Agent,  the holders of the
Rights and all other parties, and (ii) not subject the Board of Directors of the
Company to any liability to the holders of the Rights.

Section 30.  Benefits of this Agreement.

     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 Rights
Certificates  (and, prior to the Distribution  Date,  registered  holders of the
Common  Stock)  any  legal  or  equitable  right,  remedy  or claim  under  this
Agreement: but this Agreement shall be for the sole and exclusive benefit of the
Company,  the Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, registered holders of the Common Stock).

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  Directors  of the  Company
determines  in its good  faith  judgment  that  severing  the  invalid,  void or
unenforceable language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
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 of Directors of
the Company.

     Without  limiting  the  foregoing,  if  any  provision  of  this  Agreement
requiring  that a  determination  be made by  less  than  the  entire  Board  of
Directors is held by a court of competent  jurisdiction or other authority to be
invalid,  void or unenforceable,  such  determination  shall then be made by the
entire Board of Directors.

Section 32.  Governing Law.

     This Agreement,  each Right and each Rights  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

                                      -34-
<PAGE>


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.

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

                    MET-PRO CORPORATION


                    By /s/ William L. Kacin
                       ---------------------------------------------
                       William L. Kacin, Chairman, CEO and President


Attest:  /s/ Gary J. Morgan
         -----------------------------------
         Gary J. Morgan, Vice President of
         Finanace, Secretary and Treasurer,
         Chief Financial Officer


                    AMERICAN STOCK TRANSFER & TRUST COMPANY

                    By  /s/ Herbert J. Lemmer
                        ----------------------------------
                        Herbert J. Lemmer, Vice Presedent


Attest:  /s/ Susan Silber
         ---------------------------------
         Susan Silber, Assistant Secretary















                                      -35-

<PAGE>



                                    Exhibit A

                          {Form of Rights Certificate}

Certificate No. R-              _______________________ Rights

     NOT EXERCISABLE  AFTER JANUARY 14, 2010 OR EARLIER IF REDEEMED OR EXCHANGED
BY THE  COMPANY.  THE RIGHTS ARE  SUBJECT  TO  REDEMPTION,  AT THE OPTION OF THE
COMPANY,  AT $.0001  PER RIGHT ON THE TERMS SET FORTH IN THE  RIGHTS  AGREEMENT.
UNDER  CERTAIN  CIRCUMSTANCES,  RIGHTS  "BENEFICIALLY  OWNED"  BY AN  "ACQUIRING
PERSON" OR ANY "AFFILIATE" OR "ASSOCIATE"  THEREOF (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BECOME NULL
AND  VOID.  {THE  RIGHTS  REPRESENTED  BY THIS  RIGHTS  CERTIFICATE  ARE OR WERE
"BENEFICIALLY  OWNED" BY A PERSON WHO WAS OR BECAME AN "ACQUIRING  PERSON" OR AN
"AFFILIATE" OR "ASSOCIATE" OF AN ACQUIRING  PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS  AGREEMENT).  ACCORDINGLY,  THIS  RIGHTS  CERTIFICATE  AND THE RIGHTS
REPRESENTED HEREBY SHALL BECOME NULL AND VOID IN THE CIRCUMSTANCES  SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.}*

          Rights Certificate
          MET-PRO 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 6, 2000 (as from time to time amended
or  supplemented,  the  "Rights  Agreement"),  between  Met-Pro  Corporation,  a
Delaware  corporation  (the  "Company"),  and  American  Stock  Transfer & Trust
Company (the "Rights Agent"),  to purchase from the Company at any time prior to
5:00 P.M. (Philadelphia time) on January 14, 2010 (the "Final Expiration Date"),
unless earlier redeemed or exchanged by the Company, at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
one share of the Common Stock (the "Common Stock") of the Company, at a price of
$50.00 (fifty dollars) (the "Purchase  Price"),  upon presentation and surrender
of this Rights  Certificate  with the Form of  Election to Purchase  and related
Certificate  duly  executed.  The  number of  Rights  evidenced  by this  Rights
Certificate  (and the  number of shares  which may be  purchased  upon  exercise
thereof) set forth above,  and the Purchase Price per share set forth above, are
the number and Purchase Price as of January 6, 2000 based on the Common Stock as
constituted  at such date and may be adjusted in accordance  with the provisions
of the Rights Agreement.


     ______________________

     * The  portion  of the  legend  in  brackets  shall  be  inserted  only  if
applicable and shall replace the preceding sentences.


<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 Rights Certificate are
beneficially  owned by (i) an  Acquiring  Person or an Affiliate or Associate of
any such Acquiring  Person (as such terms are defined in the Rights  Agreement),
(ii) a transferee of any such Acquiring Person,  Affiliate or Associate or (iii)
under certain circumstances specified in the Rights Agreement, a transferee of a
person who, after such transfer,  became an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person,  such Rights shall become null and void and no
holder  hereof  shall have any right with  respect to such Rights from and after
the occurrence of such Section 11(a)(ii) Event.

     As provided in the Rights Agreement,  the Purchase Price and the number and
kind of shares of Common Stock or other  securities  which may be purchased upon
the exercise of the Rights  evidenced by this Rights  Certificate are subject to
modification and adjustment upon the happening of certain events.

     This  Rights  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 Rights  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 above-mentioned  office of the
Rights Agent and are also available upon written request to the Rights Agent.

     This Rights Certificate,  with or without other Rights  Certificates,  upon
surrender  at the  principal  office of the  Rights  Agent  designated  for such
purpose,  may be exchanged for another Rights Certificate or Rights Certificates
of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Common Stock as the Rights evidenced by the Rights
Certificate or Rights  Certificates  surrendered shall have entitled such holder
to purchase. The Rights evidenced by this Rights Certificate may be transferred,
in whole or in part, upon surrender of this Rights  Certificate at the principal
office  of the  Rights  Agent  designated  for  such  purpose,  with the Form of
Assignment and related  Certificate  duly executed.  If the Rights  evidenced by
this Rights  Certificate  shall be  transferred or exercised in part, the holder
shall be entitled to receive upon surrender hereof another Rights Certificate or
Rights Certificates for the number of whole Rights not transferred or exercised.

     Subject to the provisions of the Rights Agreement,  the Rights evidenced by
this  Certificate  may  generally  be redeemed by the Company at its option at a
redemption  price of $0.0001 per Right at any time on or before such date as any
Person shall become an Acquiring Person.

     The Company is not obligated to issue  fractional  shares of Stock upon the
exercise of any Right or Rights  evidenced  hereby,  but in lieu  thereof a cash
payment will be made, as provided in the Rights Agreement.

     No holder of this Rights  Certificate  shall be entitled to vote or receive
dividends  or be deemed for any purpose the holder of shares of Common  Stock or
of any other  securities of the Company which may at any time be issuable on the


<PAGE>

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 subscription rights, or otherwise,  until
the  Right or  Rights  evidenced  by this  Rights  Certificate  shall  have been
exercised as provided in the Rights Agreement.

     This Rights  Certificate  shall not be valid or obligatory  for any purpose
until it shall have been countersigned by the Rights Agent.

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

Dated as of ________________, _____


ATTEST:                                   MET-PRO CORPORATION


______________________________            By  _____________________________
Title


Countersigned:


AMERICAN STOCK TRANSFER
   & TRUST COMPANY


By  __________________________
    Authorized Signature



<PAGE>

                 {Form of Reverse Side of Rights Certificate}
                               FORM OF ASSIGNMENT

                  {Form of Reverse Side of Rights Certificate}
                               FORM OF ASSIGNMENT


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

     FOR VALUE  RECEIVED  _________________________  hereby  sells,  assigns and
transfers    unto    ___________________________________________________________
______________________________________________________________________________
          (Please print name and address of transferee)
______________________________________________________________________________
this Rights  Certificate,  together with all right,  title and interest therein,
and does hereby irrevocably  constitute and appoint  ___________________________
Attorney,  to  transfer  the  within  Rights  Certificate  on the  books  of the
within-named Company, with full power of substitution.

Dated:________________, _____


____________________________________
                       Signature


Signature Guaranteed:


_______________________________

     Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature  guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.



                    Certificate


     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) this  Rights  Certificate  { } is { } is not being sold,  assigned  and
transferred by or on behalf of a Person who is or was an Acquiring  Person or an
Affiliate or Associate of any such  Acquiring  Person (as such terms are defined
pursuant to the Rights Agreement);
<PAGE>


     (2) after due inquiry and to the best knowledge of the undersigned,  it { }
did { } did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated:________________, _____      _______________________________ Signature


Signature Guaranteed:


_____________________________

     Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature  guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.

                                     NOTICE


     The signature to the foregoing  Assignment and Certificate  must correspond
to the  name as  written  upon  the  face of this  Rights  Certificate  in every
particular, without alteration or enlargement or any change whatsoever.
<PAGE>


                          FORM OF ELECTION TO PURCHASE

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

To: MET-PRO CORPORATION

     The  undersigned  hereby  irrevocably  elects to  exercise  _______________
Rights  represented by this Rights  Certificate to purchase the shares of Common
Stock issuable upon the exercise of the Rights (or such  consideration  or other
securities  of the Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such shares be issued
in the name of and  deliverable  to:
            Please insert social security or other identifying number
       __________________________________________________________________
                         (Please printname and address)

     If such  number of Rights  shall not be all the  Rights  evidenced  by this
Rights  Certificate,  a new Rights  Certificate  for the  balance of such Rights
shall be  registered  in the name of and  delivered  to:

           Please insert social security or other identifying number
       __________________________________________________________________
                        (Please print name and address)
       __________________________________________________________________
       __________________________________________________________________

Dated:________________, _____


                                                ________________________________
                                                Signature


Signature Guaranteed:


_____________________________

     Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature  guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.

<PAGE>
                                   Certificate


     The undersigned hereby certifies by checking the appropriate boxes that:

     (1) the Rights  evidenced  by this Rights  Certificate  { } are { ) are not
being exercised by or on behalf of a Person who is or was an Acquiring Person or
an  Affiliate  or  Associate  of any such  Acquiring  Person  (as such terms are
defined pursuant to the Rights Agreement);

     (2) after due inquiry and to the best knowledge of the undersigned,  it { }
did { } did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or became an Acquiring Person or an Affiliate or Associate of
an Acquiring Person.


Dated:________________, _____

                                                ________________________________
                                                Signature


Signature Guaranteed:


_____________________________

     Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker,  savings and loan association or credit union with membership in an
approved signature  guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.

                                     NOTICE


     The signature to the foregoing  Election to Purchase and  Certificate  must
correspond  to the name as written upon the face of this Rights  Certificate  in
every particular, without alteration or enlargement or any change whatsoever.





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                                    EXHIBIT B

                          SUMMARY OF RIGHTS TO PURCHASE

                                  COMMON STOCK

Dividend of Rights to Purchase Common Stock

     On January 6, 2000,  the Board of  Directors  of Met-Pro  Corporation  (the
"Company")  declared a dividend  distribution of one Right for each  outstanding
share of common  stock,  par value $.10 per share,  of the Company  (the "Common
Stock") to  stockholders  of record at the close of business on January 14, 2000
(the  "Record  Date").  After the  Distribution  Date,  each Right  entitles the
registered  holder to purchase from the Company one share of Common Stock of the
Company at a price of $50.00 (fifty dollars) (the "Purchase Price"),  subject to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement  (the  "Rights  Agreement")  between the Company  and  American  Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").

Distribution of the Rights; Rights Certificates

     Until the  Distribution  Date (or earlier  redemption  or expiration of the
Rights),  which is defined below, the Rights will be evidenced,  with respect to
any of the Common Stock certificates outstanding prior to the Distribution Date,
by such  Common  Stock  certificates.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights), (i) the Rights will be transferred with
and only with the Common Stock, (ii) new Common Stock certificates  issued after
the Record Date upon transfer,  replacement or new issuance of Common Stock will
be deemed to be issued with Rights and will contain a notation incorporating the
Rights  Agreement by reference  and (iii) the  transfer of any  certificate  for
Common Stock will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.  Only Common Stock issued prior to
the Distribution Date will be issued with Rights.

     As  soon  as  practicable   following  the  Distribution   Date,   separate
certificates  evidencing the Rights  ("Rights  Certificates")  will be mailed to
holders  of  record  of the  Common  Stock as of the  close of  business  on the
Distribution  Date. From and after the  Distribution  Date, such separate Rights
Certificates alone will evidence the Rights.

Definition of Distribution Date

     "Distribution  Date" shall mean the earlier of (i) the first  Business  Day
following the date of a public announcement that a person, together with persons
affiliated or associated  with it, has acquired  beneficial  ownership of 15% or
more of the  outstanding  Common Stock or (ii) the first  Business Day following
the earlier of the  commencement  of, or the first  public  announcement  of the
intent to commence,  a tender offer or exchange offer by a person other than the
Company if, upon consummation of the offer,  such person,  together with persons

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affiliated or associated  with it, would be the beneficial  owner of 15% or more
of the outstanding Common Stock.

Exercise and Expiration of the Rights

     The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of  business  on January  14,  2010 (the  "Final  Expiration
Date"), unless earlier redeemed or exchanged by the Company as described below.

Adjustment of the Purchase Price

     The  Purchase  Price  payable  and the number of shares of Common  Stock or
number and kind of other  securities  or property  issuable upon exercise of the
Rights are subject to  adjustment  from time to time to prevent  dilution (i) in
the  event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
reclassification  of,  the Common  Stock,  (ii) upon the grant to holders of the
Common  Stock of certain  rights,  options or warrants to  subscribe  for Common
Stock (or shares  having the same  rights,  privileges  and  preferences  as the
shares of Common  Stock) at less than the  current  market  price of the  Common
Stock or (iii) upon the distribution to holders of the Common Stock of evidences
of  indebtedness,   securities,  cash  or  assets  (excluding  regular  periodic
dividends out of earnings or retained  earnings or certain other cash dividends)
or of subscription rights or warrants (other than those referred to above). With
certain  exceptions,  no adjustment in the Purchase Price will be required until
cumulative  adjustments  require an  adjustment  of at least 1% in the  Purchase
Price. No fractional  shares of Common Stock will be issued upon the exercise of
any Right or  Rights,  and in lieu  thereof an  adjustment  in cash will be made
based on the current  market  price of the Common  Stock on the last trading day
prior to the date of exercise.

Effect of a Triggering Event

     Any of the events described in the succeeding  second and fourth paragraphs
are defined as a "Triggering Event."

     "Acquiring  Person" shall mean any Person (generally defined to include any
individual,  firm, corporation,  limited liability company, partnership or other
entity) who or which, together with all Affiliates and Associates (as such terms
are  defined  in Rule  12b-2 of the  General  Rules  and  Regulations  under the
Securities  and Exchange Act of 1934, as amended (the  "Exchange  Act")) of such
Person,  shall be the  Beneficial  Owner (as such term is  defined in the Rights
Agreement)  of 15% or more of the Common Stock of the Company then  outstanding,
but shall not include the Company, any Subsidiary (generally defined to mean any
corporation  or other  entity of which a  majority  of the  voting  power of the
voting  securities or equity interest is owned by a Person or entity  controlled
by such Person) of the Company,  any employee  benefit plan of the Company or of
any  Subsidiary  of the  Company,  or any  entity  holding  Common  Stock for or
pursuant to the terms of any such plan.

     In the event that a person,  together with persons affiliated or associated

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with it, becomes an Acquiring  Person,  proper  provision  shall be made so that
each holder of a Right,  except as provided  below,  shall  thereafter  have the
right  to  receive,  upon  exercise  thereof,   Common  Stock  (or,  in  certain
circumstances  as determined by the Company,  other  securities,  cash, or other
property) having a value of two times the Purchase Price. Notwithstanding any of
the  foregoing,  following  the  occurrence  of the  event  set  forth  in  this
paragraph, all Rights that are, or (under certain circumstances set forth in the
Rights  Agreement)  were,  beneficially  owned by any  Acquiring  Person  (or by
certain related parties and transferees)  will be null and void.  Rights are not
exercisable  following  the  occurrence  of the event set forth above until such
time as the Rights are no longer redeemable by the Company, as set forth below.

     For example, at an exercise price of $50.00 (fifty dollars) per Right, each
Right not owned by an  Acquiring  Person  (or by  certain  related  parties  and
transferees)  following  an event set  forth in the  preceding  paragraph  would
entitle its holder to purchase  $100.00  (one hundred  dollars)  worth of Common
Stock (or other consideration, as noted above) for $50.00 (fifty dollars).

     In the event that, at any time following the Stock  Acquisition Date, which
is defined  below,  (i) the Company is  acquired  in a merger or other  business
combination  transaction  in which the Company is not the surviving  corporation
(other than a merger which  follows an offer  described in the second  preceding
paragraph),  or (ii) fifty percent or more of the Company's assets, cash flow or
earning power is sold or  transferred,  proper  provision  shall be made so that
each holder of a Right (other than Rights that theretofore  become null and void
as described in the second preceding  paragraph) shall thereafter have the right
to receive, upon exercise thereof,  common stock of the acquiring company having
a value equal to two times the exercise price of the Right.

Redemption of the Rights

     At any time until any  Person  shall  become an an  Acquiring  Person  (the
"Stock Acquisition Date"), the Company may redeem all, but not less than all, of
the then  outstanding  Rights at a  redemption  price of $0.0001  per Right (the
"Redemption  Price").  Immediately  upon the action of the Board of Directors of
the Company ordering redemption of the Rights, the Rights will terminate and the
only right of the holder of Rights will be to receive the Redemption  Price. The
Board may also redeem the Rights under certain other circumstances.

Exchange of the Rights

     At any time after the  acquisition  by a person or group of  affiliated  or
associated  persons of  beneficial  ownership of 15% or more of the  outstanding
shares of Common Stock and prior to the  acquisition  by such person or group of
50% or more of the  outstanding  shares of Common Stock,  the Board of Directors
may exchange  the Rights  (other than Rights owned by such person or group which
have become  void),  in whole or in part,  at an exchange  ratio of one share of
Common Stock per Right (subject to adjustment).
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Amendment of the Rights Agreement

     Any of the  provisions of the Rights  Agreement may be amended by the Board
of Directors of the Company  prior to the  Distribution  Date.  Thereafter,  the
provisions  of the Rights  Agreement may be amended by the Board of Directors of
the Company in order to (i) cure any  ambiguity,  (ii) to correct or  supplement
any  provision  contained  in the Rights  Agreement  which may be  defective  or
inconsistent  with any other provisions  therein,  (iii) shorten or lengthen any
time  period  under the Rights  Agreement,  or (iv) make  changes  that will not
adversely  affect  the  interests  of  the  holders  of  Rights;  provided  such
lengthening described in (iii) above is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights;  and
further  provided,  that no amendment may be made at such time as the Rights are
not redeemable.

Exercise of the Right Entitles the Right Holder to the Rights of a Stockholder

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending on the
circumstances,  recognize  taxable  income in the event that the  Rights  become
exercisable  for Common  Stock (or other  consideration)  of the  Company or for
common stock of the  acquiring  company as set forth  above.  Copy of the Rights
Agreement available

     A copy of the  Rights  Agreement  has been filed  with the  Securities  and
Exchange Commission as an Exhibit to a Current Report on Form 8-K. A copy of the
Rights  Agreement  will  be  available  free  of  charge  from  the  Company  to
stockholders  submitting  written  requests  therefore  to:  160  Cassell  Road,
Harleysville,  PA  19438,  Attention:  Chief  Financial  Officer.  This  summary
description  of the Rights does not purport to be complete  and is  qualified in
its entirety by reference to the Rights Agreement,  which is incorporated herein
by  reference.  In the event of any  conflict  between the  description  in this
Summary  and the terms of the  Rights  Agreement,  the  Rights  Agreement  shall
govern.






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