IMMUCOR, INC.

                                       and

                          EQUISERVE TRUST COMPANY, N.A.

                                 as Rights Agent






                               Amended and Restated
                          Shareholder Rights Agreement


                           Dated as of November 20, 2001











<PAGE>





                                Table of Contents


Section                                                                    Page

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

Exhibit A.........- Form of Rights Certificate





<PAGE>



                AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT

         AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT, dated as of November
20, 2001 (this "Agreement"),  between IMMUCOR,  INC., a Georgia corporation (the
"Company"),  and EQUISERVE TRUST COMPANY,  N.A., a national banking  association
(the "Rights Agent").

                                   WITNESSETH

         The Company  previously  adopted a shareholder rights plan on April 16,
1999 (the "1999 Rights Plan"). The Company first amended the 1999 Rights Plan on
November 29, 2000 to change the  definition of  "Acquiring  Person." The Company
again amended the 1999 Rights Plan on November 20, 2001 to eliminate  provisions
regarding  the approval of continuing  directors.  The Company today adopts this
Amended  and  Restated  Shareholder  Rights  Agreement  in order to reflect  the
previous amendments to the 1999 Rights Agreement.

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

                  (a)  "Acquiring  Person"  shall  mean any  Person  or group of
Persons  acting  together,   directly  or  indirectly,   through  any  contract,
arrangement,  understanding,  relationship or otherwise,  who or which, together
with all Affiliates and  Associates of such  Person(s),  shall be the Beneficial
Owner of 15% or more of the shares of Common Stock then  outstanding,  but shall
not include (i) the Company,  (ii) any  Subsidiary of the Company,  or (iii) any
employee  benefit plan of the Company or any  Subsidiary of the Company,  or any
Person or entity  organized,  appointed or  established by the Company acting in
accordance   with  and  for  or   pursuant  to  the  terms  of  any  such  plan.
Notwithstanding  the  foregoing,  no Person shall be deemed to be an  "Acquiring
Person" either

                  (i) as a result  of the  acquisition  of  Common  Stock by the
         Company  which,  by  reducing  the  number of  shares  of Common  Stock
         outstanding,  increases the proportional  number of shares beneficially
         owned by such Person  together with all  Affiliates  and  Associates of
         such Person; except that if

                  (A) a Person  would  become an  Acquiring  Person  but for the
                  operation  of  this   subclause   (i))  as  a  result  of  the
                  acquisition of Common Stock by the Company, and

                  (B) after such share  acquisition by the Company,  such Person
                  or an  Affiliate  or  Associate  of such  Person,  becomes the
                  Beneficial Owner of any additional Common Stock,

         then such Person shall be deemed an Acquiring Person; or

                  (ii) if within 8 days after such Person would  otherwise  have
         become an Acquiring  Person (but for the  operation  of this  subclause
         (ii)), such Person notifies the Board of Directors that such Person did
         so inadvertently and within 2 days after such notification, such Person
         is the Beneficial  Owner of less than 5% of the  outstanding  shares of
         Common Stock.

                  (b) "Act" shall mean the Securities Act of 1933, as amended.

                  (c)  "Adjustment  Shares"  shall  have the  meaning  set forth
                  in Section 11(a)(ii) hereof.

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

                  (e) 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,  has the right to acquire (whether
         such right is  exercisable  immediately  or only  after the  passage of
         time) pursuant to any agreement,  arrangement or understanding (whether
         or not in writing) or upon the exercise of conversion rights,  exchange
         rights, rights, warrants or options, or otherwise;  provided,  however,
         that a Person  shall not be deemed  the  "Beneficial  Owner"  of, or to
         "beneficially  own," (A) securities issuable upon exercise of Rights at
         any  time  prior  to  the  occurrence  of a  Triggering  Event,  or (B)
         securities  issuable  upon  exercise  of  Rights  from  and  after  the
         occurrence  of a Triggering  Event which  Rights were  acquired by such
         Person or any of such Person's  Affiliates  or Associates  prior to the
         Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the
         "Original Rights") or pursuant to Section 11(a)(i) hereof in connection
         with an adjustment made with respect to any Original Rights;
<PAGE>

                  (ii) which such Person or any of such  Person's  Affiliates or
         Associates, directly or indirectly, has the right to vote or dispose of
         or has "beneficial  ownership" of (as determined pursuant to Rule 13d-3
         of the General Rules and Regulations under the Exchange Act), including
         pursuant to any agreement, arrangement or understanding, whether or not
         in writing;  provided,  however,  that a Person shall not be deemed the
         "Beneficial  Owner" of, or to  "beneficially  own," any security  under
         this  subparagraph  (ii) as a result of an  agreement,  arrangement  or
         understanding  to vote such security if such agreement,  arrangement or
         understanding:  (A)  arises  solely  from a  revocable  proxy  given in
         response to a public proxy or consent  solicitation  made  pursuant to,
         and in accordance with, the applicable  provisions of the General Rules
         and  Regulations  under  the  Exchange  Act,  and (B) is not also  then
         reportable  by such Person 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 (or any  Affiliate or  Associate  thereof)  with which
         such Person (or any of such Person's  Affiliates or Associates) has any
         agreement,  arrangement or  understanding  (whether or not in writing),
         for the purpose of acquiring,  holding,  voting  (except  pursuant to a
         revocable  proxy as  described in the proviso to  subparagraph  (ii) of
         this  paragraph  (e)) or  disposing  of any  voting  securities  of the
         Company.

         Notwithstanding  anything in this definition of Beneficial Owner to the
contrary,  a Person  shall  not be  deemed  the  "Beneficial  Owner"  of,  or to
"beneficially  own," (A) securities acquired by participation in good faith in a
firm  commitment  underwriting by a Person engaged in business as an underwriter
of  securities  until  the  expiration  of  forty  days  after  the date of such
acquisition; (B) securities which such Person or any of such Person's Affiliates
or Associates may acquire, does or do acquire or may be deemed to have the right
to acquire,  pursuant to any merger or other  acquisition  agreement between the
Company and such Person (or one or more of his Affiliates or Associates) if such
agreement  has been  approved  by a majority  of the Board of  Directors  of the
Company prior to such Person's becoming an Acquiring Person;  and (C) securities
tendered  pursuant to a tender or  exchange  offer made by such Person or any of
such  Person's  Affiliates  or Associates  until such  tendered  securities  are
accepted for purchase or exchange;  nor shall any officer,  director or employee
of the Company or a  subsidiary  of the  Company be deemed,  solely by reason of
such Person's status or authority as such, to be the  "Beneficial  Owner" of any
securities that are "beneficially  owned" including,  without  limitation,  in a
fiduciary capacity,  by the Company, any Subsidiary of the Company, any employee
benefit  plan of the Company or any  Subsidiary  of the Company or any Person or
entity organized, appointed or established by the Company for or pursuant to the
terms of such plan or by any other such  officer,  director  or  employee of the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or any Subsidiary of the Company or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of such plan.

                  (f)  "Board" shall mean the Board of Directors of the Company.

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

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

                  (i)  "Common  Stock"  shall mean the common  stock,  $0.10 per
share par value,  of the Company,  except that "Common  Stock" or "common stock"
when used with  reference  to any Person  other than the Company  shall mean the
capital  stock of such  Person with the  greatest  voting  power,  or the equity
securities  or other  equity  interest  having  power to  control  or direct the
management of such Person.

                  (j)  "Common  Stock  Equivalents"  shall  have   the   meaning
set  forth  in  Section  11(a)(iii) hereof.

                  (k)  intentionally omitted

                  (l) "Company" shall mean Immucor, Inc., a Georgia corporation,
until a successor  corporation shall have become such or until a Principal Party
shall assume,  and thereafter be liable for, all  obligations  and duties of the
Company  hereunder,  pursuant to the  applicable  provisions  of this Plan,  and
thereafter "Company" shall mean such successor corporation or Principal Party.

                  (m) "Current Market Price" shall have the meaning set forth in
Section 11(d) hereof.

                  (n)  "Current  Value"  shall  have the  meaning  set  forth in
Section 11(a)(iii) hereof.
<PAGE>

                  (o)  "Distribution  Date"  shall have the meaning set forth in
Section 3(a) hereof.

                  (p) "Equivalent Common Stock" shall have the meaning set forth
in Section 11(b) hereof.

                  (q) "Exchange Act" shall have the meaning set forth in Section
 1(d) hereof.

                  (r)  "Expiration  Date"  shall have the  meaning  set forth in
 Section 7(a) hereof.

                  (s) "Fair  Value  Offer"  shall have the  meaning set forth in
Section 11(a)(ii)(A) hereof.

                  (t) "Final  Expiration  Date" shall mean the Close of Business
on April 20, 2009.

                  (u)  "Original  Rights"  shall have the  meaning  set forth in
 Section 1(e)(i) hereof.

                  (v) "Person"  shall mean any  individual,  firm,  corporation,
partnership, unincorporated association, syndicate or other entity.

                  (w)  "Plan"  shall  mean  this  Shareholder   Rights  Plan  as
originally  adopted  or as it may from time to time be  supplemented  or amended
pursuant to the applicable provisions hereof.

                  (x)  "Principal  Party"  shall have the  meaning  set forth in
 Section 13(b) hereof.

                  (y)  "Purchase  Price"  shall  have the  meaning  set forth in
 Section 4(a) hereof.

                  (z)  "Record Date" shall mean April 20, 1999.

                  (aa)  "Redemption Price" shall have the meaning  set forth  in
 Section 23(a).

                  (bb)  "Right"  shall mean the right to  purchase  one share of
Common Stock (subject to adjustment) as provided herein.

                  (cc)  "Rights  Agent"  shall have the meaning set forth in the
introductory language to this Agreement.

                  (dd) "Rights Certificates" shall have the meaning set forth in
Section 3(a) hereof.

                  (ee)  "Rights  Dividend  Effective  Date" shall mean April 20,
1999, the effective date of the dividend of one Right for each outstanding share
of Common Stock that the Board  declared  payable to holders of record of Common
Stock on the close of business on the Record Date.

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

                  (gg)   "Section   11(a)(ii)   Trigger   Date"  shall  have the
meaning  set  forth  in  Section 11(a)(iii)hereof.


                  (hh)  "Section  13 Event"  shall mean any event  described  in
clauses (x), (y) or (z) of Section 13(a) hereof.


                  (ii)  "Spread"  shall  have the  meaning  set forth in Section
11(a)(iii) hereof.

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

                  (kk)  "Subsidiary"  shall mean,  with reference to any Person,
any corporation of which an amount of voting  securities  sufficient to elect at
least a majority of the directors of such  corporation  is  beneficially  owned,
directly or indirectly, by such Person, or otherwise controlled by such Person.

                  (ll)  "Substitute  Consideration"  shall   have  the   meaning
set  forth  in  Section  11(a)(iii) hereof.

                  (mm) "Substitution Period" shall have the meaning set forth in
Section 11(a)(iii) hereof.

                  (nn) "Trading Day" shall have the meaning set forth in Section
11(d) hereof.
<PAGE>

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

         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 (10) days' prior written  notice to the Rights  Agent.  The
Rights Agent shall have no duty to supervise, and shall not event be liable for,
the acts or omissions of any such co-Rights Agent.

         3.  Issue of Rights Certificates.

                  (a) Until the  earlier  of (i) the  Close of  Business  on the
tenth day after the Stock  Acquisition Date or (ii) the Close of Business on the
tenth  Business Day after the date that a tender or exchange offer by any Person
(other than the Company,  any  Subsidiary of the Company,  any employee  benefit
plan of the Company or of any Subsidiary of the Company, or any Person or entity
organized,  appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General  Rules and  Regulations  under the Exchange Act, if upon
consummation  thereof,  such Person would be the Beneficial Owner of 15% or more
of the shares of Common Stock then  outstanding (the earlier of (i) and (ii), as
either of such periods may be extended  pursuant to the provisions of Section 27
hereof,  being herein referred to as the  "Distribution  Date"),  (x) the Rights
will be evidenced (subject to the provisions of paragraph (b) of this Section 3)
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 (y) the Rights
will be  transferable  only in  connection  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,  insured, postage prepaid mail, 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(p)  hereof,  at the time of  distribution  of the  Rights  Certificates,  the
Company may make the  necessary and  appropriate  rounding  adjustments  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  after  the
Distribution   Date,  the  Rights  will  be  evidenced  solely  by  such  Rights
Certificates.

                  (b)  With  respect  to  certificates   for  the  Common  Stock
outstanding as of the Rights  Dividend  Effective 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) Rights  shall be issued in respect of all shares of Common
Stock  which  are  issued  (whether  originally  issued  or from  the  Company's
treasury) after the Rights  Dividend  Effective 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 a legend substantially similar to the following:

         This  certificate  also  evidences  and entitles  the holder  hereof to
         certain  Rights  as  set  forth  in  that  certain  Shareholder  Rights
         Agreement  between  Immucor,  Inc. (the  "Company") and EquiServe Trust
         Company,  N.A.  (the "Rights  Agent")  dated as of April 16,  1999,  as
         amended from time to time (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  the  Company.   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.  The  Company  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.

         Rights  issued  to or held by any  Person  who is,  was or  becomes  an
         Acquiring  Person or any Affiliate or Associate  thereof (as such terms
         are defined in the Rights  Agreement),  whether currently held by or on
         behalf of such Person or by any subsequent  holder, may become null and
         void.
<PAGE>

         With respect to such  certificates  containing  the  foregoing  legend,
until the earlier of (i) the Distribution  Date or (ii) the Expiration Date, the
Rights associated with the Common Stock  represented by such certificates  shall
be evidenced by such certificates  alone and 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.

         4.  Form of Rights Certificates.

                  (a) The  Rights  Certificates  (and the forms of  election  to
purchase 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 Rights  Dividend  Effective 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 therein  (such  exercise  price per
share, the "Purchase Price"), but the amount and type of securities  purchasable
upon the exercise of each Right and the Purchase  Price thereof shall be subject
to adjustment as provided herein.

                  (b) Any Rights  Certificate issued pursuant to Section 3(a) 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 such  Associate or  Affiliate)  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)  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
continuing  agreement,  arrangement or  understanding  regarding the transferred
Rights or (B) a  transfer  which the  Board  has  determined  is part of a plan,
arrangement or understanding  which has as a primary purpose or effect 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 contain (to the
extent feasible) 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  may  become  null and void in the
         circumstances specified in Section 7(e) of such Agreement.

         5.  Countersignature and Registration.

                  (a) The Rights Certificates shall be executed on behalf of the
Company by its  Chairman  of the Board,  its  President  or any Vice  President,
either  manually or by facsimile  signature,  and shall have affixed thereto the
Company's  seal or a facsimile  thereof which shall be attested by the Secretary
or an  Assistant  Secretary  of the  Company,  either  manually or by  facsimile
signature. The Rights Certificates shall be manually countersigned by the Rights
Agent and shall not be valid for any purpose  unless so  countersigned.  In case
any officer of the Company who shall have signed any of the 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, at the actual date of the execution of such Rights Certificate,  shall be a
proper officer of the Company to sign 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.


<PAGE>

         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  Certificates  may be  transferred,  split up,
combined or exchanged for another Rights Certificate or Certificates,  entitling
the  registered  holder to purchase a like number of shares of Common Stock (or,
following a Triggering Event, or other securities,  cash or other assets, as the
case may be) as the Rights Certificate or Certificates  surrendered then entitle
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 Certificates  shall make such request in writing delivered to the
Rights Agent,  and shall surrender the Rights  Certificate or Certificates to be
transferred,  split up,  combined or exchanged,  with the form of assignment and
certificate  duly  executed,  at the  principal  office or offices of the Rights
Agent  designated  for such  purpose.  Neither the Company nor the Rights  Agent
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered  Rights  Certificate until the registered holder shall have
completed and signed the  certificate  contained in the form of  assignment  set
forth on the  reverse  side of each  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 Rights Agent
shall reasonably request.  Thereupon the Rights Agent shall,  subject to Section
4(b), Section 7(e) and Section 14 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  or the  Rights  Agent  of
evidence  reasonably  satisfactory  to them of the loss,  theft,  destruction or
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 or 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.

         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
the  certificate on the reverse side thereof duly executed,  to the Rights Agent
at the  principal  office or  offices of the Rights  Agent  designated  for such
purpose,  together with payment of the aggregate  Purchase Price with respect to
the total number of shares of Common Stock (or other  securities,  cash or other
assets,  as the  case  may be) as to  which  such  surrendered  Rights  are then
exercisable,  at or prior to the earlier of (i) 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  as  provided  in Section 24
hereof  (the  earlier of (i),  (ii) and (iii)  being  herein  referred to as the
"Expiration Date").

                  (b) The  Purchase  Price for each share of Common Stock issued
pursuant  to the  exercise of a Right shall  initially  be $45.00,  and shall be
subject to  adjustment  from time to time as  provided  in Sections 11 and 13(a)
hereof and shall be payable in accordance with paragraph (c) below.

                  (c)  Upon  receipt  of  a  Rights   Certificate   representing
exercisable  Rights,  with the form of election to purchase and the  certificate
duly executed,  accompanied by payment, with respect to each Right so exercised,
of the  Purchase  Price per share of Common  Stock (or,  following a  Triggering
Event,  other  securities,  cash or  other  assets,  as the  case  may be) to be
purchased as set forth below and an amount equal to any applicable transfer tax,
the Rights Agent shall, subject to Section 20(j) 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  depository  agent,  requisition  from the  depository  agent  depository
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  depository
agent) and the  Company  will  direct the  depository  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 of Common Stock in  accordance
with Section 14 hereof,  (iii) after receipt of such  certificates or depository
receipts for shares of Common  Stock,  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  by such holder,  and (iv) after receipt
thereof,  deliver  such  cash,  if any,  to or upon the order of the  registered
holder of such Rights  Certificate.  The payment of the Purchase  Price (as such
amount may be reduced pursuant to Section  11(a)(iii) hereof) may be made (x) in
cash or by certified  check,  cashier's check or bank draft payable to the order
of the Company or (y) if the Board so  determines,  by delivery of a certificate
or  certificates  (with  appropriate  stock  powers  executed in blank  attached
thereto)  evidencing  a number  of  shares  of  Common  Stock  equal to the then
Purchase Price divided by the closing price (as  determined  pursuant to Section
11(d) hereof) per share of Common Stock on the Trading Day immediately preceding
the date of such  exercise.  In the event that the Company is obligated to issue
other  securities  of the Company,  pay cash and/or  distribute  other  property
pursuant  to  Section  11(a)  hereof,  the  Company  will make all  arrangements
necessary  so that  such  other  securities,  cash  and/or  other  property  are
available for distribution,  if and when  appropriate.  The Company reserves the
right to require,  prior to the  occurrence  of a Section  11(a)(ii)  Event or a
Section 13 Event,  that upon exercise of any Rights,  an  appropriate  number of
Rights be exercised so that any Common Stock  issuable  hereunder  shall only be
issued as whole shares.
<PAGE>

                  (d) In case the  registered  holder of any Rights  Certificate
shall  exercise  less  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, or upon the order of, the
registered holder of such Rights  Certificate,  registered in such name or names
as may be  designated  by such holder,  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 Triggering Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of any such Acquiring Person (or of any such
Associate or Affiliate)  who becomes a transferee  after such  Acquiring  Person
becomes such, or (iii) a transferee of any such Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee  prior to or concurrently  with
such Acquiring  Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration)  from such Acquiring Person to
holders of equity  interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement,  arrangement or understanding
regarding  the  transferred  Rights  or  (B) a  transfer  which  the  Board  has
determined  is part of a  plan,  arrangement  or  understanding  which  has as a
primary purpose or effect the avoidance of this Section 7(e),  shall become null
and void without any further  action and no holder of such Rights shall have any
rights  whatsoever  with respect to such Rights,  whether under any provision of
this  Agreement or otherwise.  The Company shall use all  reasonable  efforts to
ensure 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 other  Person  as a result of its  failure  to make any  determinations  with
respect to an Acquiring  Person or its Affiliates,  Associates or transferees of
an Acquiring Person hereunder.

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

         8.  Cancellation  and  Destruction of Rights  Certificates.  All Rights
Certificates  surrendered  for the  purpose  of  exercise,  transfer,  split up,
combination  or  exchange  shall,  upon  surrender  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.

         9. Reservation and Availability of Capital Stock.

                  (a) The Company  shall use  reasonable  efforts to cause to be
reserved and kept available out of its authorized and unissued  shares of Common
Stock (and, following the occurrence of a Triggering Event, other securities) or
out of its authorized  and issued Common Stock held in its treasury,  the number
of shares of Common Stock (and,  following the occurrence of a Triggering Event,
other  securities)  that,  as  provided  in  this  Agreement  including  Section
11(a)(iii)  hereof,  will be  sufficient  to permit the  exercise in full of all
outstanding Rights.

                  (b) So long as the shares of Common Stock (and,  following the
occurrence of a Triggering  Event,  other  securities)  issuable and deliverable
upon the exercise of the Rights are 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 become  exercisable,  all shares reserved
for such issuance to be listed on such  exchange or system upon official  notice
of issuance upon such exercise.
<PAGE>

                  (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 as soon as is  required  by law  following  the
Distribution  Date, as the case may be, a registration  statement  under the 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 Act)  until  the  earlier  of (A) the date as of which  the
Rights are no longer  exercisable for such  securities,  and (B) the date of the
expiration  of the  Rights.  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 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  unless the
requisite qualification in such jurisdiction shall have been obtained.

                  (d) The Company shall take all such action as may be necessary
to ensure that all shares of Common Stock (and,  following  the  occurrence of a
Triggering Event, other securities)  delivered upon exercise of Rights shall, at
the time of  delivery  of the  certificates  for such  shares  and of such other
securities  (subject  to payment of the  Purchase  Price),  be duly and  validly
authorized   and  issued   and  that  all   shares   shall  be  fully  paid  and
non-assessable.

                  (e) The  Company  shall 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
shares of Common Stock (or other securities, as the case may be) issued 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 a
number of shares of Common  Stock (or other  securities,  as the case may be) in
respect  of a name  other  than  that of the  registered  holder  of the  Rights
Certificates  evidencing Rights  surrendered for exercise or to issue or deliver
any certificates for a number of shares of Common Stock (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.

         10. Record Date for  Securities  Issued Upon  Exercise.  Each Person in
whose  name any  certificate  for a number of  shares of Common  Stock (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 such  shares of
Common Stock (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 (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 (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
shareholder  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.

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

                  (a)(i) In the event the  Company  shall at any time  after the
         date of this  Agreement  (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 Common Stock (or
         the number and kind of other  securities,  as the case may be) issuable
         on such date, shall be  proportionately  adjusted so that the holder of
         any Right exercised after such time shall be entitled to receive,  upon
         payment of the Purchase Price then in effect,  the aggregate number and
         kind of  shares  of  Common  Stock  (or the  number  and  kind of other
         securities,  as the case may be) which,  if a Right had been  exercised
         immediately  prior to such  time and at a time  when the  Common  Stock
         transfer  books of the Company  were open,  the holder would have owned
         upon such  exercise  and been  entitled  to  receive  by virtue of such
         dividend,  subdivision,  combination or  reclassification.  If an event
         occurs  which  would  require an  adjustment  under  both this  Section
         11(a)(i) and Section 11(a)(ii) hereof,  the adjustment  provided for in
         this Section  11(a)(i) shall be in addition to, and shall be made prior
         to any adjustment required pursuant to Section 11(a)(ii) hereof.

                  (ii)  In the event:

                                    (A) any Acquiring Person or any Associate or
                           Affiliate of any Acquiring  Person, at any time after
                           the date of this  Agreement,  directly or indirectly,
                           (1) shall merge into the Company or otherwise combine
                           with  the  Company  and  the  Company  shall  be  the
                           continuing or surviving corporation of such merger or
                           combination and the Common Stock of the Company shall
                           remain  outstanding and unchanged,  (2) shall, in one
                           transaction or a series of transactions, transfer any
                           assets to the  Company or to any of its  Subsidiaries
                           in  exchange  (in  whole or in part)  for  shares  of
                           Common Stock,  for shares of other equity  securities
                           of the Company, or for securities  exercisable for or
                           convertible  into shares of equity  securities of the
                           Company  (Common  Stock or  otherwise)  or  otherwise
                           obtain   from   the   Company,    with   or   without
                           consideration,  any additional  shares of such equity
                           securities   or   securities   exercisable   for   or
                           convertible  into  shares of such  equity  securities
                           (other than  pursuant to a pro rata  distribution  to
                           all  holders  of  Common  Stock),   (3)  shall  sell,
                           purchase, lease, exchange, mortgage, pledge, transfer
                           or   otherwise   acquire  or   dispose   of,  in  one
                           transaction or a series of transactions,  to, from or
                           with (as the case may be) the  Company  or any of its
                           Subsidiaries,  assets  on terms and  conditions  less
                           favorable  to the Company  than the Company  would be
                           able to obtain in arm's  length  negotiation  with an
                           unaffiliated  third party,  other than  pursuant to a
                           transaction  set forth in Section 13(a)  hereof,  (4)
                           shall  sell,  purchase,  lease,  exchange,  mortgage,
                           pledge,  transfer or otherwise  acquire or dispose of
                           in one transaction or a series of  transactions,  to,
                           from or with (as the case may be) the  Company or any
                           of the Company's  Subsidiaries (other than incidental
                           to the lines of  business,  if any,  engaged in as of
                           the  date   hereof   between  the  Company  and  such
                           Acquiring  Person or Associate or  Affiliate)  assets
                           having an  aggregate  fair market  value of more than
                           $3,000,000,  other than pursuant to a transaction set
                           forth in Section 13(a) hereof,  (5) shall receive any
                           compensation from the Company or any of the Company's
                           Subsidiaries  other than  compensation  for full-time
                           employment   as  a  regular   employee  at  rates  in
                           accordance with the Company's (or its  Subsidiaries')
                           past  practices,  or (6) shall  receive the  benefit,
                           directly or indirectly  (except  proportionately as a
                           shareholder   and   except   if   resulting   from  a
                           requirement of law or  governmental  regulation),  of
                           any  loans,  advances,  guarantees,  pledges or other
                           financial  assistance or any tax credits or other tax
                           advantage  provided  by  the  Company  or  any of its
                           Subsidiaries, or

                                     (B) any Person (other than the Company, any
                           Subsidiary of the Company,  any employee benefit plan
                           of the Company or of any  Subsidiary  of the Company,
                           or any  Person  or  entity  organized,  appointed  or
                           established  by the  Company  for or  pursuant to the
                           terms of any such plan),  alone or together  with its
                           Affiliates  and  Associates,  at any time  after  the
                           Rights Dividend Effective Date without the consent of
                           a majority of the Board of  Directors,  shall  become
                           the Beneficial  Owner of 15% or more of the shares of
                           Common Stock then outstanding, other than pursuant to
                           any transaction set forth in Section 13(a) hereof, or
                           pursuant to a tender  offer or an exchange  offer for
                           all outstanding shares of Common Stock at a price and
                           on terms  determined  by the Board of Directors to be
                           (a) at a price which is fair to shareholders  (taking
                           into ac- count all factors  which such members of the
                           Board deem
                          relevant including,  without limitation,  prices which
                          could  reasonably  be  achieved  if the Company or its
                          assets  were  sold on an  orderly  basis  designed  to
                          realize  maximum  value) and (b) otherwise in the best
                          interests of the Company and its shareholders, or
<PAGE>

                                    (C)   during   such  time  as  there  is  an
                           Acquiring Person, there shall be any reclassification
                           of securities (including any reverse stock split), or
                           recapitalization  of the  Company,  or any  merger or
                           consolidation   of  the  Company   with  any  of  its
                           Subsidiaries  or any other  transaction  or series of
                           transactions  involving  the  Company  or  any of its
                           Subsidiaries,    other   than   a   transaction    or
                           transactions to which the provisions of Section 13(a)
                           apply  (whether  or not  with or  into  or  otherwise
                           involving an Acquiring  Person) which has the effect,
                           directly or indirectly, of increasing by more than 1%
                           the proportionate  share of the outstanding shares of
                           any class of equity  securities of the Company or any
                           of its  Subsidiaries  which is directly or indirectly
                           beneficially  owned by any  Acquiring  Person  or any
                           Associate or Affiliate of any Acquiring Person,

         then, promptly following five (5) days after the date of the occurrence
         of an event  described  in Section  11(a)(ii)(B)  hereof  and  promptly
         following the occurrence of any event described in Section 11(a)(ii)(A)
         or (C) hereof,  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 of a Right at the
         then  current  Purchase  Price in  accordance  with  the  terms of this
         Agreement,  in lieu of a number of shares of Common Stock,  such number
         of shares of Common  Stock of the  Company  as shall  equal the  result
         obtained by (x) multiplying (1) the then current  Purchase Price by (2)
         the then  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 (which,  following such
         first  occurrence,  shall  thereafter  be referred to as the  "Purchase
         Price" for each Right and for all purposes of this Agreement) by 50% of
         the Current  Market Price 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  are
authorized by the Company's  articles 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),  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, being referred to as the "Spread"),  and (B) with respect to each Right,
make adequate provision to substitute for the Adjustment Shares, upon payment of
the applicable  Purchase Price, (1) cash, (2) a reduction in the Purchase Price,
(3) Common Stock or other equity securities of the Company  (including,  without
limitation,  shares,  or units of shares of preferred  stock which the Board has
deemed  to have the same  value as  shares  of  Common  Stock  (such  shares  of
preferred  stock being  referred to as "Common  Stock  Equivalents")),  (4) debt
securities  of the Company,  (5) other  assets,  or (6) any  combination  of the
foregoing (whichever  substituted,  the "Substitute  Consideration"),  having an
aggregate value equal to the Current Value,  where such aggregate value has been
determined  by the  Board  based  upon the  advice  of a  nationally  recognized
investment banking firm selected by the Board; provided, however, 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  expires  (the  later of (x) and (y) being
referred to herein as the "Section  11(a)(ii)  Trigger  Date"),  then subject to
subsection  (k) hereof 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  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 be
extended to the extent  necessary,  but not more than ninety (90) days after the
Section  11(a)(ii)  Trigger Date, in order that the Company may seek shareholder
approval for the authorization of such additional shares (such period, as it may
be extended,  being  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  sentences 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 any
authorization  of  additional  shares and/or to decide the  appropriate  form of
distribution  to be made  pursuant to such first  sentence and to determine  the
value thereof.  In the event of any such  suspension,  the Company shall issue a
public  announcement  stating  that the  exercisability  of the  Rights has been
temporarily  suspended,  as well as a public  announcement  at such  time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii),  the
value of the Common  Stock  shall be the Current  Market  Price per share of the
Common Stock on the Section  11(a)(ii)  Trigger Date and the value of any Common
Stock  Equivalent  shall be deemed to have the same value as the Common Stock on
such date.
<PAGE>

                  (b) In case  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 shares  having the same
rights,  privileges and  preferences as the shares of Common Stock  ("Equivalent
Common Stock")) or securities convertible into Common Stock or Equivalent Common
Stock at a price  per share of Common  Stock or per share of  Equivalent  Common
Stock (or having a conversion  price per share, if a security  convertible  into
Common Stock or Equivalent  Common Stock) less than the Current Market Price 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  Equivalent  Common
Stock so to be offered  (and/or the aggregate  initial  conversion  price of the
convertible  securities so to be offered)  would purchase at such current market
price,  and the  denominator  of which  shall be the  number of shares of Common
Stock  outstanding on such record date, plus the number of additional  shares of
Common Stock and/or  Equivalent  Common Stock to be offered for  subscription or
purchase  (or  into  which  the  convertible  securities  so to be  offered  are
initially convertible).  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,
whose determination shall be conclusive for all purposes. 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  adjustment  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)  In  case  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 cash dividend out of the earnings or retained earnings
of the  Company),  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 per
share of  Common  Stock on such  record  date,  less the fair  market  value (as
determined in good faith by the Board, whose  determination  shall be conclusive
for  all  purposes)  of  the  portion  of  the  cash,  assets  or  evidences  of
indebtedness  so to be  distributed or of such  subscription  rights or warrants
applicable to a share of Common Stock and the denominator of which shall be such
Current Market Price 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) 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 Common  Stock on any date shall be deemed to be the  average
of the daily  closing  prices per share of such Common Stock 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 Common  Stock 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 Common Stock is
determined  during a period  following  the  announcement  by the issuer of such
Common Stock of (i) a dividend or  distribution  on such Common Stock payable in
shares of such Common Stock or securities convertible into shares of such Common
Stock  (other  than  the  Rights),  or  (ii)  any  subdivision,  combination  or
reclassification  of such  Common  Stock,  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.  The closing price for each day shall be the last
sale price,  regular  way, or, in case no such sale takes place on such day, the
average of the  closing  bid and asked  prices,  regular  way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national  securities exchange on which the
shares of Common  Stock are listed or  admitted  to trading or, if the shares of
Common  Stock 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 or
such  other  system  then in use,  or, if on any such date the  shares of Common
Stock are not quoted by any such  organization,  the  average of the closing bid
and asked prices as furnished by a professional  market maker making a market in
the Common Stock  selected by the Board.  If on any such date no market maker is
making a market in the Common Stock,  the fair value of such shares on such date
as determined  in good faith by the Board shall be used.  The term "Trading Day"
shall mean a day on which the principal  national  securities  exchange on which
the  shares of Common  Stock are listed or  admitted  to trading is open for the
transaction  of  business  or, if the  shares of Common  Stock are not listed or
admitted to trading on any national securities  exchange, a Business Day. If the
Common Stock is not  publicly  held or not so listed or traded,  Current  Market
Price per share shall mean the fair value per share as  determined in good faith
by the Board,  whose  determination  shall be conclusive  for all purposes.  The
Current Market Price of any fraction of a share of Common Stock  hereunder shall
be determined by multiplying the Current Market Price per share of Common Stock,
determined in accordance with this paragraph, by such fraction.
<PAGE>

                  (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,
as the case may be.  Notwithstanding  the first  sentence of this Section 11(e),
any  adjustment  required  by this  Section  11 shall be made no later  than the
earlier of (i) three (3) years from the date of the  transaction  which mandates
such adjustment, or (ii) the 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), 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.

                  (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, that 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 covered by a Right immediately prior to
this adjustment,  by (y) the Purchase Price in effect  immediately prior to such
adjustment of the Purchase  Price,  and (ii) dividing the product so obtained by
the Purchase Price in effect  immediately  after such adjustment of the Purchase
Price.

                  (i)  The  Company  may  elect  on or  after  the  date  of any
adjustment of the Purchase Price to adjust the number of Rights,  in lieu of any
adjustment in the number of shares of Common Stock purchasable upon the exercise
of a Right. In that event,  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;
and each Right held of record prior to such  adjustment of that number of Rights
shall   become   that   number   of   Rights    (calculated   to   the   nearest
one-ten-thousandth)   obtained  by  dividing  the   Purchase   Price  in  effect
immediately  prior to adjustment of the Purchase  Price by the Purchase Price in
effect  immediately  after  adjustment of the Purchase Price.  The Company shall
make a public  announcement  of its  election  to adjust  the  number of Rights,
indicating  the record date for the  adjustment,  and, if known at the time, the
amount of the  adjustment to be made.  This record date may be the date on which
the  Purchase  Price is  adjusted  or any day  thereafter,  but,  if the  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.  All  costs  associated  with  such
adjustments,  including  without  limitation  any taxes  required  to be paid on
account of such adjustment,  shall be borne by the Company.  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  shares  issuable  upon the  exercise  of the  Rights,  the  Rights
Certificates  theretofore  and  thereafter  issued may  continue  to express the
Purchase  Price per share of Common  Stock and the shares of Common  Stock which
were expressed in the initial Rights Certificates issued hereunder.
<PAGE>

                  (k) Before  taking any action that would  cause an  adjustment
reducing the Purchase  Price below the then par value,  if any, of the 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  non-assessable
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
the shares of Common Stock and other capital stock or securities of the Company,
if any,  issuable  upon such  exercise over and above the 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 (fractional or otherwise) 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 in its good faith judgment the Board 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
shareholders.

                  (n) The Company shall not, at any time after the  Distribution
Date,  (i)  consolidate  with any other Person  (other than a Subsidiary  of the
Company in a transaction  which  complies with Section 11(o) hereof and has been
approved  by the Board of  Directors,  (ii) merge with or into any other  Person
(other than a Subsidiary  of the Company in a  transaction  which  complies with
Section 11(o) hereof and has been  approved by the Board of Directors,  or (iii)
sell or  transfer  (or  permit  any  Subsidiary  to sell  or  transfer),  in one
transaction,  or a series  of  related  transactions,  assets or  earning  power
aggregating  more than 50% of the assets or earning power of the Company and its
Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies  with  Section  11(o)  hereof  and has been  approved  by the  Board of
Directors  , 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 shareholders of the Person who constitutes,  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) After the Distribution Date, the Company shall not, except
as permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any
Subsidiary  to take)  any  action  if at the  time  such  action  is taken it is
reasonably foreseeable that such action will diminish substantially or otherwise
eliminate the benefits intended to be afforded by the Rights.

                  (p)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the  event  that the  Company  shall at any time  after the
Rights Dividend  Effective Date and prior to the Distribution Date (i) declare a
dividend on the  outstanding  shares of Common Stock payable in shares of Common
Stock,  (ii) subdivide the outstanding  shares of Common Stock, or (iii) combine
the  outstanding  shares of Common  Stock into a smaller  number of shares,  the
number of Rights associated with each share of Common Stock then outstanding, or
issued  or  delivered  thereafter  but  prior  to the  Distribution  Date  or in
accordance with Section 22 hereof, shall be proportionately adjusted so that the
number of Rights thereafter associated with each share of Common Stock following
any such event shall  equal the result  obtained  by  multiplying  the number of
Rights  associated  with each share of Common  Stock  immediately  prior to such
event by a fraction,  the numerator of which shall be the total number of shares
of Common Stock outstanding immediately prior to the occurrence of the event and
the  denominator  of which shall be the total  number of shares of Common  Stock
outstanding immediately following the occurrence of such event.

         12.  Certificate  of  Adjusted  Purchase  Price or  Number  of  Shares.
Whenever an  adjustment is made as provided in Section 11 and 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 (or, if prior to the Distribution  Date,
to each  holder  of a  certificate  representing  shares  of  Common  Stock)  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 and
shall not be deemed to have knowledge of any such adjustment unless and until it
shall have received such certificate.
<PAGE>

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

                  (a) In the  event  that,  during  such  time  as  there  is an
Acquiring  Person,  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 has been
approved by the Board of Directors), 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 and has been approved by the Board of Directors) 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 or earning power  aggregating  50% or more of the assets or earning power
of the Company and its Subsidiaries  (taken as a whole) to any 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 and has been
approved by the Board of Directors  )(each of the events  described in (x), (y),
and (z) above being hereinafter referred to as a "Section 13 Event"),  then, and
in each such case,  proper provision shall be made so that: (i) each holder of a
Right,  except as provided in Section 7(e)  hereof,  shall  thereafter  have the
right to receive,  upon the exercise  thereof at the then current Purchase Price
in  accordance  with  the  terms  of this  Agreement,  such  number  of  validly
authorized and issued, fully paid,  non-assessable and freely tradable shares of
Common Stock of the  Principal  Party,  not subject to any liens,  encumbrances,
rights of first refusal or other adverse claims, as shall be equal to the result
obtained by (1)  multiplying  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 (or, if applicable,  preferred 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 dividing that product (which, following the first occurrence of
a Section 13 Event,  shall be referred to as the "Purchase Price" for each Right
and for all purposes of this  Agreement) by (2) 50% of the Current  Market Price
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),  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 so 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),  the  Person  that is the party
         receiving  the  greatest   portion  of  the  assets  or  earning  power
         transferred pursuant to such transaction or transactions;

provided, however, that in any such case, (1) if the Common 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 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,  directly or  indirectly,  of more
than one Person,  the Common Stocks 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.

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


<PAGE>

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

                  (ii) will 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; and

                  (iii)  will  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).

                  (d)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  Section 13 shall not be  applicable  to a  transaction  described  in
subparagraphs  (x) and (y) of  Section  13(a) if (i) such  transaction  has been
approved by the Board; or (ii)(A) such  transaction is consummated with a Person
or Persons who  acquired  shares of Common  Stock  pursuant to a tender offer or
exchange  offer for all  outstanding  shares of Common  Stock  described  in the
clause of Section 11(a)(ii)(B) hereof that begins, "other than ..." (or a wholly
owned  subsidiary  of any such  Person or  Persons),  (B) the price per share of
Common Stock offered in such transaction is not less than the price per share of
Common  Stock paid to all holders of shares of Common  Stock  whose  shares were
purchased  pursuant to such tender offer or exchange offer,  and (C) the form of
consideration  being offered to the remaining  holders of shares of Common Stock
pursuant  to such  transaction  is the  same as the form of  consideration  paid
pursuant to such tender offer or exchange offer.  Upon  consummation of any such
transaction  contemplated  by this Section  13(d),  all Rights  hereunder  shall
expire.

                  (e) The provisions of this Section 13 shall be applicable to a
transaction  described  in  subparagraphs  (x),  (y),  and (z) of Section  13(a)
regardless  of the business  form of the  Principal  Party  (e.g.,  corporation,
partnership,  or other form). In the event that the Principal Party is an entity
other than a corporation,  the term "Common  Stock," as used in reference to the
Principal Party in this Section 13 or otherwise,  shall be construed to refer to
the equity securities or other equity interest having power to control or direct
the management of, or representing  the fundamental  economic  interest in, such
Principal Party.

         14.  Fractional Rights and Fractional Shares.

                  (a) The Company  shall not be required to issue  fractions  of
Rights or to distribute Rights Certificates which evidence fractional Rights. In
lieu of such fractional Rights, there shall be paid 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,  regular  way,  or, in case no such sale
takes  place on such day,  the  average  of the  closing  bid and asked  prices,
regular  way,  in  either  case  as  reported  in  the  principal   consolidated
transaction  reporting system with respect to securities listed on the principal
national  securities  exchange  on which the Rights are  listed or  admitted  to
trading,  or if the Rights are not listed or admitted to trading on any national
securities exchange,  the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers,  Inc. Automated Quotation System
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  selected by the Board making a
market  in the  Rights.  If on any such  date no such  market  maker is making a
market  in the  Rights,  then  the  fair  value of the  Rights  on such  date as
determined in good faith by the Board shall be used.

                  (b) The Company  shall not be required to issue  fractions  of
shares of Common Stock (or other  securities)  upon exercise of the Rights or to
distribute  certificates  which evidence  fractional  shares of Common Stock (or
other  securities).  In lieu of  fractional  shares  of  Common  Stock (or other
securities),   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  value of a share of
Common Stock (or other  securities).  For purposes of this  Section  14(b),  the
current market value of one share of Common Stock shall be the closing price per
share of Common Stock (as  determined  pursuant to Section 11(d) hereof) for the
Trading  Day  immediately  prior to the date of such  exercise,  and the current
market  value  of  any  other  securities  shall  be  determined  utilizing  the
principles  of  Section  11(d)  hereof  as  applied  by the  Board  in its  sole
discretion.
<PAGE>

                  (c) The  holders  of Rights by the  acceptance  of the  Rights
expressly waive any right to receive any fractional Rights and/or any fractional
shares upon exercise of a Right.

         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
Section 18 hereof, 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, 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, of the Common  Stock),  may, in such holder's own behalf and
for such holder's own 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  in the  manner  provided  in such  Rights  Certificate  and in this
Agreement.  Without  limiting the  foregoing  or any  remedies  available to the
holders of Rights,  it is specifically  acknowledged  that the holders of Rights
would not have an adequate  remedy at law for any breach of this  Agreement  and
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.

     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 transfer-
able 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  or  offices  of the  Rights  Agent  designated  for such
purposes,  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  required  to 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.

         17. Rights Certificate  Holder Not Deemed a Shareholder.  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 number of 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 Certificate,  as such, any of the rights of a shareholder or any right to
vote for the election of directors or upon any matter  submitted to shareholders
at any meeting thereof,  or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting shareholders (except
as provided  in Section 25  hereof),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or Rights  evidenced  by such  Rights
Certificate shall have been exercised in accordance with the provisions  hereof.
This  Section 17 shall also apply to holders,  as such,  of Rights  prior to the
issuance of Rights Certificates.

          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 losses, expenses,  claims, damages or liabilities,
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  and
performance hereunder,  including, without limitation, the costs and expenses of
defending  against  any  claim  of  liability  arising  therefrom,  directly  or
indirectly,  and will promptly reimburse the Rights Agent for any legal or other
expenses  reasonably  incurred  in  investigating  or  defending  any such loss,
expense, claim, damage or liability.
<PAGE>

                  (b) The  Rights  Agent  shall be  protected  by the  indemnity
provided by this  Section 18 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
believed by it to be genuine and to be signed,  executed and,  where  necessary,
verified or acknowledged, by the proper Person or Persons.

         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 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
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.

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

                  (b)  Whenever  in the  performance  of its  duties  under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including,  without limitation, the identity of any Acquiring Person and
the  determination  of 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 President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full  authorization
to the Rights  Agent for any action  taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

                  (c) The Rights  Agent  shall 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.

                  (d) The Rights Agent shall not be under any  responsibility in
respect of the  validity or  legality 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  legality 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 or Section 13 hereof or responsible
for the manner,  method or amount of any such adjustment or the  ascertaining of
the  existence  of facts that would  require any such  adjustment  (except  with
respect to the exercise of Rights evidenced by 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 will, when so issued, be
validly authorized and issued, fully paid and non-assessable.
<PAGE>

                  (e)  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.

                  (f) 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 President, any Vice President, the Secretary, any
Assistant  Secretary,  the Treasurer or any Assistant  Treasurer of the Company,
and to apply to such officers for advice or  instructions in connection with its
duties,  and it shall not be liable to the  Company  or the holder of any Rights
Certificate  or any  shareholder of the Company for any action taken or suffered
to be taken by it in good  faith in  accordance  with  instructions  of any such
officer.

                  (g) The Rights Agent and any shareholder, 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.

                  (h) 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.

                  (i) 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, in the sole judgment of the Rights  Agent,  reasonable
grounds for believing that  repayment of such funds or adequate  indemnification
against such risk or liability is not reasonably assured to it.

                  (j) If, with respect to any Rights Certificate  surrendered to
the Rights Agent for exercise or transfer,  the certificate attached to the form
of  assignment  or form of election to purchase,  as the 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.

         21.  Change of Rights Agent.  The Rights Agent or any successor  Rights
Agent may resign and be  discharged  from its duties under this  Agreement  upon
thirty (30) days' notice in writing mailed to the Company,  and to each transfer
agent of the Common Stock,  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, and to each transfer  agent of the Common Stock,  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 his
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  corporation  or trust  company
organized and doing business under the laws of the United States or of the State
of  Georgia  or of the  State of New York (or of any other  state of the  United
States so long as such  corporation  is  authorized  to do business as a banking
institution  in either the State of  Georgia or the State of New York),  in good
standing,  having a principal office in either the State of Georgia or the State
of New York,  which is authorized  under such laws to exercise  corporate  trust
powers  and is  subject  to  supervision  or  examination  by  federal  or state
authority.  After  appointment,  the successor Rights Agent shall be vested with
the  same  powers,  rights,  duties  and  responsibilities  as  if it  had  been
originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
predecessor  Rights  Agent shall  deliver and transfer to the  successor  Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance,  conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such  appointment,  the Company shall file notice
thereof in writing with the predecessor  Rights Agent and each transfer agent of
the Common Stock, and mail a notice thereof in writing to the registered holders
of the Rights  Certificates.  Failure to give any  notice  provided  for in this
Section 21,  however,  or any defect  therein,  shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.
<PAGE>

         22.  Issuance of New Rights  Certificates.  Notwithstanding  any of the
provisions of this Agreement or of the Rights 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 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 benefit plan or arrangement, or upon the exercise,
conversion or exchange of securities  hereinafter issued by the Company, and (b)
may, in any other case, if deemed  necessary or appropriate by the Board,  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  adjustments shall otherwise have
been made in lieu of the issuance thereof.

         23.  Redemption and Termination.

                  (a) The Board  may,  at its  option,  at any time prior to the
earlier  of (i) the Close of  Business  on the tenth day (as such  period may be
extended  pursuant to the  provisions of Section 27 hereof)  following the Stock
Acquisition  Date, or (ii) the Final  Expiration  Date,  redeem all but not less
than all of the then outstanding Rights at a redemption price of $.01 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"),  such Redemption
Price to be  payable  in cash,  shares of Common  Stock  (based on the  "Current
Market  Price," as defined in Section 11(d)  hereof,  of the Common Stock at the
time  of  redemption)  or such  other  form of  consideration  as may be  deemed
appropriate by the Board.  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 and under subsection (b) of this Section 23 has expired.

                  (b) During the period  commencing  at the Close of Business on
the tenth  day  following  the Stock  Acquisition  Date and  terminating  on the
earlier  of (i)  the  occurrence  of a  Triggering  Event  and  (ii)  the  Final
Expiration Date, the Board may, at its option,  redeem all but not less than all
of the then outstanding Rights at the Redemption Price  (appropriately  adjusted
to reflect any stock  split,  stock  dividend or similar  transaction  occurring
after the date hereof), provided that such redemption is incidental to a merger,
consolidation  or  other  business  combination   involving  the  Company  or  a
reorganization  or restructuring of the Company which a majority of the Board of
Directors  shall  determine  to be in the best  interests of the Company and its
shareholders.

                  (c)  Immediately  upon the  action of the Board  ordering  the
redemption  of the  Rights,  evidence  of which  shall  have been filed with the
Rights Agent and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right  thereafter of the holders
of Rights  shall be to  receive  the  Redemption  Price for each  Right so held.
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.

         24.  Exchange.

                  (a) The  Board  may at any  time  after  the  occurrence  of a
Triggering  Event,  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 shares of Common  Stock at an exchange
ratio of one Common Share per Right, appropriately adjusted to reflect any stock
split,  stock dividend or similar  transaction  occurring  after the date hereof
(such exchange  ratio being  hereinafter  referred to as the "Exchange  Ratio").
Notwithstanding the foregoing,  the Board of Directors shall not be empowered to
effect such exchange at any time after any Person  (other than the Company,  any
Subsidiary of the Company,  any employee benefit plan of the Company or any such
Subsidiary,  or any entity holding shares of 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 50% or more of the  shares of Common
Stock then outstanding.

                  (b)  Immediately  upon the  action of the Board  ordering  the
exchange of any Rights  pursuant to paragraph (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 Rights Agent. Any notice which is mailed in the manner
herein  provided shall be deemed given,  whether or not the holder  receives the
notice. Each such notice of exchange will state the method by which the exchange
of the shares of 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.
<PAGE>

                  (c) In the event that there shall not be sufficient  shares of
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.  In the event
the Company shall, after good faith effort, be unable to take all such action as
may be  necessary to  authorize  such  additional  shares of Common  Stock,  the
Company shall substitute, for each Common Share that would otherwise be issuable
upon  exchange  of a Right,  a number of shares of  Preferred  Stock or fraction
thereof  such that the current per share  market  price of one  Preferred  Share
multiplied  by such number or fraction is equal to the current per share  market
price of one Common Share as of the date of issuance of such shares of Preferred
Stock or fraction thereof.

                  (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,  the
Company  shall pay to the  registered  holders of the Rights  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  Common  Share.  For the  purposes of this  paragraph  (d), the
current  market value of a whole  Common  Share shall be the closing  price of a
Common Share (as  determined  pursuant to Section  11(d) hereof) for the Trading
Day immediately prior to the date of exchange pursuant to this Section 24.

         25.  Notice of Certain Events.

                  (a) In case the Company shall  propose,  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  cash  dividend out of earnings or
retained  earnings  of the  Company),  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  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  and has been  approved  by the  Board of
Directors  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 more than 50% of the assets or earning power
of the Company and its  Subsidiaries  (taken as a whole) to any other  Person or
Persons  (other than the Company and/or any of its  Subsidiaries  in one or more
transactions  each of which  complies  with  Section  11(o)  hereof and has been
approved  by  the  Board  of  Directors,  or  (v)  to  effect  the  liquidation,
dissolution  or winding up of the Company,  then, in each such case, the Company
shall give to each holder of a Rights Certificate, 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  Triggering  Event shall occur,  then, (i) the
Company shall as soon as practicable  thereafter give to each holder of a Rights
Certificate,  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)  or
Section  13 hereof  as  applicable,  and (ii) all  references  in the  preceding
paragraph  to Common  Stock  shall,  to the extent  appropriate,  also be deemed
thereafter to refer to Common Stock and/or, if appropriate, other securities.

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

         Immucor, Inc.
         3130 Gateway Drive
         Norcross, Georgia 30091
         Attention: Corporate Secretary

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

         EQUISERVE TRUST COMPANY, N.A.
         c/o EquiServe Limited Partnership
         150 Royall Street
         Canton, Massachusetts  02021
         Attention:  Client Administration

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.

27.      Supplements and Amendment.

         With  the  consent  of  the  Rights  Agent,   this   Agreement  may  be
supplemented or amended at the times and for the purposes set forth below. 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  (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person);  provided,  this Agreement may not be supplemented or amended
to lengthen,  pursuant to clause (iii) of this sentence,  (A) subject to Section
31, a time  period  relating  to when the Rights may be redeemed at such time as
the Rights are not then  redeemable,  or (B) any other time  period  unless such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of,  and/or the  benefits  to, the holders of the common  equity of the Company,
including  the holders of Rights.  Upon the  delivery of a  certificate  that is
signed by a Director and 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.

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.

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 General Rules
and Regulations under the Exchange Act. The Board shall have the exclusive power
and authority to administer this Agreement and to exercise the rights and powers
specifically  granted to the Board or to the Company,  or as may be necessary or
advisable  in  the   administration  of  this  Agreement,   including,   without
limitation,  the  right  and  power  to (i)  interpret  the  provisions  of this
Agreement,  and (ii) make all  determinations  deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the  Agreement).  All such actions,  calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith,  shall (x) be final,  conclusive and binding on the Company,  the
Rights  Agent,  the  holders of the Rights  and all other  parties,  and (y) not
subject the Board to any liability to the holders of the Rights.

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).

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 determines in its good faith
judgment that severing the invalid  language from this Agreement would adversely
affect the  purpose or effect of this  Agreement,  the right of  redemption  set
forth in Section 23 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.
<PAGE>

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
Georgia and for all purposes  shall be governed by and  construed in  accordance
with the laws of such State  applicable  to  contracts  made and to be performed
entirely within such State.

33.      Counterparts.

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

34.      Descriptive Headings.

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



<PAGE>



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

                                       IMMUCOR, INC.

                                       By:         /s/ Edward L. Gallup
                                       Name:   Edward L. Gallup
                                       Title: President


                                       EQUISERVE TRUST COMPANY, N.A.

                                       By:
                                       Title:


<PAGE>






                                    EXHIBIT A
                           Form of Rights Certificate

Certificate No. R-          _____________ Rights


NOT EXERCISABLE  AFTER APRIL 20, 2009 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION,  AT THE OPTION OF THE COMPANY, AT
$.01 PER RIGHT ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH
TERM IS DEFINED  IN THE  RIGHTS  AGREEMENT)  AND ANY  SUBSEQUENT  HOLDER OF SUCH
RIGHTS  MAY  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 SHAREHOLDER RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS
CERTIFICATE  AND THE RIGHTS  REPRESENTED  HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1


                               Rights Certificate



                                  IMMUCOR, INC.

         This  certifies  that  ____________,  or  registered  assigns,  is  the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of April 16, 1999, as amended from time to time (the "Rights
Agreement"),  between IMMUCOR, Inc., a Georgia corporation (the "Company"),  and
EQUISERVE TRUST COMPANY, N.A. (the "Rights Agent"), to purchase from the Company
at any time prior to 5:00 P.M.  Eastern  Standard Time on April 20, 2009 (unless
earlier  redeemed by the Company as  provided  in the Rights  Agreement)  at the
office or  offices of the  Rights  Agent  designated  for such  purpose,  or its
successors as Rights Agent, one fully paid, non-assessable share of Common Stock
(the  "Common  Stock") of the Company,  at a purchase  price of $45.00 per share
(the  "Purchase  Price"),   upon  presentation  and  surrender  of  this  Rights
Certificate  with the Form of Election to Purchase and related  Certificate duly
executed.  The  Purchase  Price  shall be paid in cash.  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 April 20, 1999,
based on the Common Stock as constituted at such date.

         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,  Associate  or
Affiliate,  or  (iii)  under  certain  circumstances  specified  in  the  Rights
Agreement,  a  transferee  of a person  who,  after  such  transfer,  became  an
Acquiring  Person,  or an Affiliate or  Associate of an Acquiring  Person,  such
Rights 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,  including
Triggering Events (as such term is defined in the Rights Agreement).

         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.
<PAGE>

         This Rights  Certificate,  with or without  other Rights  Certificates,
upon surrender at the principal office or offices 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.  If this Rights  Certificate  shall be
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 exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at its option at a redemption
price  of $.01  per  Right at any time  prior  to the  earlier  of the  Close of
Business on (i) the tenth day following the Stock Acquisition Date (as such time
period may be  extended  pursuant to the Rights  Agreement),  and (ii) the Final
Expiration  Date. After the Expiration of the redemption  period,  the Company's
right of  redemption  may be  reinstated  if an  Acquiring  Person  reduces  his
beneficial  ownership to 5% or less of the outstanding shares of Common Stock in
a transaction or series of transactions not involving the Company.  In addition,
the Company may redeem the Right's after the above ten day period and prior to a
Triggering Event, incidental to a merger or other business combination involving
the Company or reorganization or restructuring of the Company which the majority
of the Board of Directors concurs is in the best interest of shareholders.

         No  fractional  shares of Common Stock will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will
be made, as provided in the Rights Agreement.

         No holder  of this  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  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  shareholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  shareholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  shareholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
Certificate shall have been exercised as provided in the Rights Agreement.

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

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

Dated as of _______________ .

ATTEST:                           IMMUCOR, INC.



____________________________      By: _______________________    Secretary
Title

                                  Countersigned:

                                  RIGHTS AGENT




                                  By:  Authorized Signature




<PAGE>





                  [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:






<PAGE>





                                   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
in 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 subsequently became an Acquiring Person or an Affiliate or
Associate of any such Person.

Dated:                                .




Signature



                                     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:      IMMUCOR, INC.:

The undersigned hereby irrevocably elects to exercise Rights represented by this
Rights  Certificate  to purchase the number of shares of Common  Stock  issuable
upon the exercise of the Rights (or such other  securities  of the Company or of
any other  person  which may be  issuable  upon the  exercise of the Rights) and
requests  that  certificates  for  such  shares  be  issued  in the  name of and
delivered to:

Please insert social security or other identifying number:

                         (Please print name and address)





If such number of Rights  shall not be all the Rights  evidenced  by this 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:





<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
in 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



                                     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.



--------
1 The portion of the legend in brackets shall be included only if applicable and
shall replace the preceding sentence.