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                                 MIM CORPORATION

                                       and

                     AMERICAN STOCK TRANSFER & TRUST COMPANY

                                  Rights Agent

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                              AMENDED AND RESTATED

                                RIGHTS AGREEMENT

                          Dated as of December 3, 2002

                           AMENDING AND RESTATING THE

                            ORIGINAL RIGHTS AGREEMENT

                          Dated as of November 24, 1998

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<TABLE>
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                                TABLE OF CONTENTS

                                                                                                               PAGE
<S>                                                                                                              <C>
Section 1.        Certain Definitions............................................................................1

Section 2.        Appointment of Rights Agent....................................................................4

Section 3.        Issue of Rights Certificates...................................................................4

Section 4.        Form of Rights Certificates....................................................................6

Section 5.        Countersignature and Registration..............................................................7

Section 6.        Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated,
                  Destroyed, Lost or Stolen Rights Certificates..................................................7

Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights..................................8

Section 8.        Cancellation and Destruction of Rights Certificates............................................9

Section 9.        Reservation and Availability of Capital Stock..................................................9

Section 10.       Record Date upon Exercise of Rights...........................................................11

Section 11.       Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights...................11

Section 12.       Certificate of Adjusted Purchase Price or Number of Shares....................................18

Section 13.       Consolidation, Merger or Sale or Transfer of Assets or Earning Power..........................18

Section 14.       Fractional Rights and Fractional Shares.......................................................21

Section 15.       Rights of Action..............................................................................22

Section 16.       Agreement of Rights Holders...................................................................22
Section 17.       Rights Certificate Holder Not Deemed a Stockholder............................................22

Section 18.       Concerning the Rights Agent...................................................................23

Section 19.       Merger or Consolidation or Change of Name of Rights Agent.....................................23

Section 20.       Duties of Rights Agent........................................................................24

Section 21.       Change of Rights Agent........................................................................26

Section 22.       Issuance of New Rights Certificates...........................................................26

Section 23.       Redemption and Termination....................................................................27

Section 24.       Notice of Certain Events......................................................................27

Section 25.       Notices.......................................................................................28

Section 26.       Supplements and Amendments....................................................................28

Section 27.       Successors....................................................................................29

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

Section 29.       Benefits of this Agreement....................................................................29


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Section 30.       Severability..................................................................................29

Section 31.       Governing Law.................................................................................29

Section 32.       Counterparts..................................................................................29

Section 33.       Captions......................................................................................30

Section 34.       Exchange......................................................................................30


EXHIBITS

EXHIBIT A.  Form of Rights Certificate..........................................................................A-1

EXHIBIT B.  Summary of Rights and Preferred Stock...............................................................B-1

EXHIBIT C.  Form of Certificate of Designations for Preferred Stock.............................................C-1
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                                RIGHTS AGREEMENT

         AMENDED AND  RESTATED  RIGHTS  AGREEMENT,  dated as of December 3, 2002
(this "Agreement" or the "Amended and Restated Rights  Agreement"),  between MIM
Corporation, a Delaware corporation (the "Company"), and American Stock Transfer
& Trust Company,  a New York corporation  (the "Rights  Agent").  This Agreement
amends and restates the Rights Agreement,  dated as of November 24, 1998, and as
amended on December 14, 1998 and May 20, 1999,  between the Company and American
Stock  Transfer  and  Trust  Company,  as Rights  Agent  (the  "Original  Rights
Agreement").

         WHEREAS,  effective November 24, 1998 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a dividend
distribution  of one preferred  stock purchase right ("Right") for each share of
common stock,  par value $.0001 per share,  of the Company (the "Company  Common
Stock")  outstanding  at the Close of Business on December 4, 1998 (the  "Record
Date"),  and has  authorized  the  issuance  of one  Right (as such  number  may
hereinafter be adjusted  pursuant to the provisions of this  Agreement) for each
share of Company  Common Stock issued  (whether  originally  issued or delivered
from the Company's  treasury)  between the Record Date and,  except as otherwise
provided in Section 22, the Distribution Date, each Right initially representing
the right to purchase one Unit (each as hereinafter  defined) upon the terms and
subject to the conditions hereinafter set forth;

         WHEREAS,  on November  26,  2002,  the Board of  Directors  the Company
adopted a resolution  directing the Company to further amend the Original Rights
Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  set forth herein,  and in accordance  with the Board's  November 26,
2002  resolution,  the parties  hereby  amend and restate  the  Original  Rights
Agreement as follows:

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

         "Acquiring  Person" shall mean any Person (other than the Company,  any
Subsidiary of the Company,  any employee  benefit plan maintained by the Company
or any of its  Subsidiaries  or any trustee or fiduciary  with respect to such a
plan  acting  in such  capacity)  who or  which,  alone  or  together  with  all
Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more
of the shares of Company  Common  Stock then  outstanding.  Notwithstanding  the
foregoing,  (i) no Person shall become an  "Acquiring  Person" as a result of an
acquisition of Company Common Stock by the Company which, by reducing the number
of shares of the Company Common Stock  outstanding,  increases the proportionate
number of shares Beneficially Owned by such Person to 15% or more of the Company
Common Stock then outstanding;  provided, however, that if a Person shall become
the  Beneficial  Owner of 15% or more of the Company  Common  Stock by reason of
share  purchases  by the Company and shall,  after such share  purchases  by the
Company,  become the  Beneficial  Owner of any  additional  Company Common Stock
other than as a direct or indirect  result of any corporate  action taken by the
Company,  then such Person shall be deemed to be an "Acquiring Person"; and (ii)
if a  majority  of the Board  determines  in good  faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the first sentence of
this definition,  has become such inadvertently (including,  without limitation,
because (a) such Person was unaware  that it  Beneficially  Owned 15% or more of
the  Company  Common  Stock or (b) such  Person  was aware of the extent of such
Beneficial  Ownership  but such Person  acquired  Beneficial  Ownership  of such
shares of Company  Common Stock without the intention to change or influence the
control of the Company and without actual  knowledge of the consequences of such
Beneficial  Ownership under this  Agreement),  and such Person divests itself as
promptly as practicable of a sufficient number of shares of Company Common Stock
so that such  Person  would no  longer  be an  "Acquiring  Person,"  as  defined
pursuant to the first sentence of this definition, then such Person shall not be
deemed to be, or have been,  an  "Acquiring  Person"  for any  purposes  of this

<PAGE>

Agreement,  and no Stock Acquisition Date shall be deemed to have occurred.  All
questions as to whether a Person who would otherwise be an Acquiring  Person has
become such inadvertently  shall be determined in good faith by the Board, which
determination shall be conclusive for all purposes.

         "Adjustment Units" has the meaning set forth in Section 11(a)(ii).

         "Adverse Person" shall mean any Person declared to be an Adverse Person
by the  Board  upon  determination  that  the  criteria  set  forth  in  Section
11(a)(ii)(B) apply to such Person.

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

         "Agreement" has the meaning set forth in the introduction.

         "Amended and Restated  Rights  Agreement"  has the meaning set forth in
the introduction.

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

         (i) of  which  such  Person  or  any of  such  Person's  Affiliates  or
Associates  is  considered  to be a  "beneficial  owner" under Rule 13d-3 of the
Exchange Act  Regulations  as in effect on the date hereof;  provided,  however,
that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially
own," any securities  under this  subparagraph  (i) as a result of an agreement,
arrangement  or  understanding  to  vote  such  securities  if  such  agreement,
arrangement or  understanding  (A) arises solely from a revocable proxy given in
response to a proxy or consent  solicitation made pursuant to, and in accordance
with,  the  applicable  provisions  of the  Exchange  Act and the  Exchange  Act
Regulations,  and (B) is not reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor form);

         (ii) which are beneficially owned, directly or indirectly, by any other
Person (or any  Affiliate  or  Associate  of such other  Person) 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 (i) above) or disposing of such securities; or

         (iii)  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 or upon  the
satisfaction   of  conditions)   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 under this definition a Person shall not be deemed the "Beneficial
Owner" of, or to  "beneficially  own," (A)  securities  tendered  pursuant  to a
tender or exchange offer made in accordance with the Exchange Act Regulations by
such Person or any of such Person's Affiliates or Associates until such tendered
securities  are accepted for purchase or exchange,  (B)  securities  that may be
issued  upon  exercise  of  Rights  at any  time  prior to the  occurrence  of a
Triggering  Event,  or (C) securities that may be issued 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(c) or  Section 22 (the  "Original
Rights") or pursuant to Section 11(i) in connection with an adjustment made with
respect to any Original Rights.



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<PAGE>

         Notwithstanding  the foregoing,  nothing  contained in this  definition
shall  cause a Person  ordinarily  engaged  in  business  as an  underwriter  of
securities  to be the  "Beneficial  Owner"  of,  or to  "beneficially  own," any
securities acquired in a bona fide firm commitment  underwriting  pursuant to an
underwriting  agreement between such Person and the Company,  unless such Person
shall make a filing on Schedule 13D (or any  comparable or successor  form) with
respect to such securities.

         "Board" means the Board of Directors of the Company.

         "Business  Day" shall mean any day other than a  Saturday,  Sunday or a
day on which either (i) banking  institutions in New York City are authorized or
obligated by law or executive order to close.

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

         "Common  Stock" of any  Person  other than the  Company  shall mean the
capital stock of such Person with the greatest voting power,  or, if such Person
shall have no capital  stock,  the equity  securities  or other equity  interest
having power to control or direct the management of such Person.

         "Company" has the meaning set forth in the introduction.

         "Company Common Stock" has the meaning set forth in the Whereas Clause.

         "Current Market Price" has the meaning set forth in Section 11(d).

         "Current Value" has the meaning set forth in Section 11(a)(iii).

         "Distribution Date" has the meaning set forth in Section 3(a).

         "Equivalent  Company Common Stock" has the meaning set forth in Section
11(b).

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Exchange Act Regulations" has the meaning set forth in Section 1.

         "Exchange Ratio" has the meaning set forth in Section 34(a).

         "Expiration  Date" shall mean the earliest of (i) the Final  Expiration
Date,  (ii) the time at which the Rights are  redeemed  (or deemed  redeemed) as
provided in Section 23 and (iii) the time at which all Rights  then  outstanding
and exercisable are exchanged (or deemed exchanged) pursuant to Section 34.

         "Final  Expiration  Date"  shall mean the Close of Business on November
24, 2012.

         "Original   Rights   Agreement"  has  the  meaning  set  forth  in  the
introduction.

         "Person" shall mean any  individual,  partnership,  firm,  corporation,
association,  trust, unincorporated organization or other entity, as well as any
syndicate or group deemed to be a person under Section  14(d)(2) of the Exchange
Act.

         "Preferred  Stock"  shall  mean  the  Series  A  Junior   Participating
Preferred  Stock,  par value $.0001 per share, of the Company having such voting
powers, designation, preferences and relative, participating,  optional or other
special rights and qualifications, limitations and restrictions as are described
in the form of Certificate of Designations attached as Exhibit C hereto.

         "Principal Party" has the meaning set forth in Section 13(b).

         "Purchase Price" has the meaning set forth in Section 7(b).



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<PAGE>

         "Record Date" has the meaning set forth in the Whereas Clause.

         "Redemption Price" has the meaning set forth in Section 23(a).

         "Registered Common Stock" has the meaning set forth in Section 13(b).

         "Registration Date" has the meaning set forth in Section 9(c).

         "Registration Statement" has the meaning set forth in Section 9(c).

         "Right" has the meaning set forth in the Whereas Clause.

         "Rights Agent" has the meaning set forth in the introduction.

         "Rights Certificate" has the meaning set forth in Section 3(a).

         "Rights  Dividend  Declaration  Date" has the meaning set forth in the
          Whereas Clause.

         "Section  11(a)(ii)  Event" shall mean any event  described in Section
          11(a)(ii)(A), (B), (C) or (D).

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

         "Securities Act" means the Securities Act of 1933, as amended.

         "Spread" has the meaning specified in Section 11(a)(iii).

         "Stock   Acquisition   Date"  shall  mean  the  first  date  of  public
announcement (including,  without limitation,  the filing of any report pursuant
to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become such or by the Company that an Adverse Person has
become such.

         "Subsidiary"  shall mean, with respect to any Person,  any other Person
of which an amount of voting securities or equity interests  sufficient to elect
at least a majority of the directors or equivalent  governing body of such other
Person is beneficially owned,  directly or indirectly,  by such  first-mentioned
Person, or otherwise controlled by such first-mentioned Person.

         "Substitution Period" has the meaning set forth in Section 11(a)(iii).

         "Summary of Rights" has the meaning set forth in Section 3(b).

         "Transfer Agent" has the meaning set forth in Section 7(c).

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

         "Unit" shall mean one one-thousandth of a share of Preferred Stock.

Section 2.  Appointment of Rights Agent.  The Company hereby appoints the Rights
Agent  to act as  agent  for the  Company  in  accordance  with  the  terms  and
conditions  hereof,  and the Rights Agent hereby accepts such appointment.  With
the consent of the Rights Agent,  the Company may from time to time appoint such
co-rights agents as it may deem necessary or desirable.

Section 3. Issue of Rights Certificates.

         (a)  Until  the  earliest  of (i) the  Close of  Business  on the tenth
Business Day after the Stock Acquisition Date, (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  maintained  by the  Company or any of its  Subsidiaries  or any trustee or
fiduciary  with  respect  to such a plan  acting  in  such  capacity)  is  first


                                       4
<PAGE>

published or sent or given  within the meaning of Rule  14d-4(a) of the Exchange
Act Regulations or any successor rule, if upon consummation  thereof such Person
would be the  Beneficial  Owner of 15% or more of the shares of  Company  Common
Stock  then  outstanding  and (iii) the  occurrence  of a Section  13 Event (the
earliest of (i), (ii) and (iii) above being the  "Distribution  Date"),  (x) the
Rights will be evidenced  (subject to the  provisions  of paragraph  (b) of this
Section 3) by the  certificates for shares of Company Common Stock registered in
the names of the holders of shares of Company  Common Stock as of and subsequent
to the Record Date (which  certificates for shares of Company Common Stock shall
be deemed also to be certificates for Rights) and not by separate  certificates,
and (y) the Rights  will be  transferable  only by  transfer  of the  underlying
shares of Company 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 shares of
Company  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 attached as Exhibit A hereto (the
"Rights  Certificates"),  evidencing  one Right for each share of Company Common
Stock so held,  subject to adjustment as provided  herein.  In the event that an
adjustment  in the number of Rights per share of Company  Common  Stock has been
made  pursuant  to  Section  11(p),  at the time of  distribution  of the Rights
Certificates,  the  Company  may make the  necessary  and  appropriate  rounding
adjustments  (in  accordance  with  Section  14(a)) 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) As promptly as  practicable  following the Record Date, the Company
will send a copy of a Summary of  Rights,  in a form  which may be  appended  to
certificates that represent shares of Company Common Stock, in substantially the
form of Exhibit B attached  hereto (the  "Summary of Rights"),  by  first-class,
postage-prepaid mail, to each record holder of shares of Company Common Stock as
of the Close of Business on the Record Date, at the address of such holder shown
on the records of the Company.

         (c) Rights shall,  without any further action,  be issued in respect of
all shares of Company  Common  Stock which are issued  (including  any shares of
Company  Common Stock held in  treasury)  after the Record Date but prior to the
earlier  of the  Distribution  Date  and  the  Expiration  Date.  To the  extent
practicable,  certificates  representing such shares of Company Common Stock and
issued after the Record Date shall bear the following legend:

                  This certificate also evidences and entitles the holder hereof
                  to certain  Rights as set forth in the  Amended  and  Restated
                  Rights  Agreement  between MIM Corporation (the "Company") and
                  American  Stock  Transfer & Trust  Company dated as of May 20,
                  1999 as it may be amended from time to time (the  "Amended and
                  Restated  Rights  Agreement"),  the terms of which are  hereby
                  incorporated  herein  by  reference  and a copy of which is on
                  file at the principal executive offices of the Company.  Under
                  certain  circumstances,  as  set  forth  in  the  Amended  and
                  Restated  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  Amended  and  Restated   Rights
                  Agreement, as in effect on the date of mailing, without charge
                  promptly after receipt of a written  request  therefor.  Under
                  certain  circumstances  set forth in the Amended and  Restated
                  Rights Agreement, Rights issued to, or held by, any Person who
                  is, was or becomes an Acquiring Person or an Adverse Person or
                  any Affiliate or Associate  thereof (as such terms are defined


                                       5
<PAGE>

                  in  the  Amended  and  Restated  Rights  Agreement),   whether
                  currently  held  by or on  behalf  of  such  Person  or by any
                  subsequent    holder,   may   become   null   and   void   and
                  nontransferable.

         With  respect to  certificates  representing  shares of Company  Common
Stock  (whether or not such  certificates  include the foregoing  legend or have
appended to them the Summary of Rights),  until the earlier of the  Distribution
Date and the Expiration  Date, the Rights  associated with the shares of Company
Common  Stock  represented  by such  certificates  shall  be  evidenced  by such
certificates  alone and registered holders of the shares of Company 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  shares  of  Company  Common  Stock  represented  by  such
certificates.

Section 4. Form of Rights Certificates.

         (a) The Rights  Certificates  (and the form of election to purchase and
the form of assignment to be printed on the reverse side thereof)  shall each be
substantially  in the form set forth in Exhibit A  attached  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 any rule or regulation  thereunder or with any
rule or regulation of any stock exchange or automated  quotation system 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, the Rights  Certificates,  whenever
distributed,  shall be  dated as of the  Record  Date  and on their  face  shall
entitle  the holders  thereof to  purchase  such number of Units as shall be set
forth  therein  at the price  set  forth  therein,  but the  amount  and type of
securities,  cash or other assets that may be acquired upon the exercise of each
Right and the Purchase  Price thereof shall be subject to adjustment as provided
in this Agreement.

         (b) Any Rights  Certificate  issued  pursuant  to this  Agreement  that
represents Rights  beneficially  owned by: (i) an Acquiring Person or an Adverse
Person or any of their respective Associates or Affiliates, (ii) a transferee of
an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate)
which becomes a transferee  after the Acquiring Person or Adverse Person becomes
such, or (iii) a transferee of an Acquiring  Person or an Adverse  Person (or of
any  such  Associate  or  Affiliate)  which  becomes  a  transferee  prior to or
concurrently with the Acquiring Person or Adverse Person becoming such and which
receives  such  Rights  pursuant  to either (A) a transfer  (whether  or not for
consideration)  from  the  Acquiring  Person  or  Adverse  Person  (or any  such
Associate or Affiliate) to holders of equity  interests in such Acquiring Person
or Adverse  Person (or such  Associate or  Affiliate) or to any Person with whom
such Acquiring Person or Adverse Person (or such Associate or Affiliate) has any
continuing  agreement,   arrangement  or  understanding   regarding  either  the
transferred  Rights,  shares of  Company  Common  Stock or the  Company or (B) a
transfer  which a  majority  of the Board has  determined  to be part of a plan,
arrangement  or  understanding  which has as a  primary  purpose  or effect  the
avoidance of Section 7(e) shall, upon the written direction of a majority of the
Board, 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 Adverse Person or an Affiliate or Associate of an
                  Acquiring  Person  or an  Adverse  Person  (as such  terms are
                  defined  in  the  Amended  and  Restated  Rights   Agreement).
                  Accordingly,   this   Rights   Certificate   and  the   Rights
                  represented    hereby   may   become   null   and   void   and
                  nontransferable in the circumstances specified in Section 7(e)
                  of the Amended and Restated Rights Agreement.



                                       6
<PAGE>

Notwithstanding the above provision,  failure to place such legend on any Rights
Certificate  representing  Rights which are otherwise  null and void pursuant to
the terms of this  Agreement  shall not affect the null and void  status of such
Rights.

Section 5. Countersignature and Registration.

         (a) Rights  Certificates  shall be executed on behalf of the Company by
its Chairman of the Board, the Chief Executive Officer,  the President or one of
its Vice Presidents under its corporate seal reproduced  thereon attested by its
Secretary,  Treasurer or one of its Assistant Secretaries.  The signature of any
of these officers on the Rights Certificates may be manual or facsimile.  Rights
Certificates  bearing the manual or facsimile  signatures of the individuals who
were at any time the proper  officers  of the  Company  shall bind the  Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  countersignature  of such Rights  Certificates  or did not
hold such offices at the date of such Rights Certificates. No Rights Certificate
shall be  entitled  to any  benefit  under  this  Agreement  or be valid for any
purpose unless there appears on such Rights Certificate a countersignature  duly
executed by the Rights Agent by manual signature of an authorized signatory, and
such  countersignature upon any Rights Certificate shall be conclusive evidence,
and the only evidence,  that such Rights Certificate has been duly countersigned
as required hereunder.

         (b)  Following  the  Distribution  Date,  the Rights Agent will keep or
cause to be kept, at its office designated 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 name and address of
each holder of the Rights  Certificates,  the number of Rights  evidenced on its
face by each Rights Certificate and the date of each Rights Certificate.

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

         (a) Subject to the  provisions  of Sections  4(b),  7(e) and 14, 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 Units (or, following a Triggering Event, other securities, cash
or other assets,  as the case may be) as the Rights  Certificate or Certificates
surrendered  then  entitled  such  holder 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 at the office of the Rights Agent designated for
such  purpose.  Neither the Rights  Agent nor the Company  shall be obligated to
take any action  whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have completed and executed
the  certificate set forth in the form of assignment on the reverse side of such
Rights  Certificate  and shall have  provided  such  additional  evidence of the
identity  of the  Beneficial  Owner (or former  Beneficial  Owner) of the Rights
represented by such Rights  Certificate  or Affiliates or Associates  thereof as
the Company shall reasonably request;  whereupon the Rights Agent shall, subject
to the provisions of Section 4(b),  Section 7(e) and Section 14, 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) If a  Rights  Certificate  shall  be  mutilated,  lost,  stolen  or
destroyed,  then upon request by the registered holder of the Rights represented
thereby and upon payment to the Company and the Rights  Agent of all  reasonable
expenses  incident  thereto,  there shall be issued,  in  exchange  for and upon


                                       7
<PAGE>

cancellation of the mutilated  Rights  Certificate,  or in substitution  for the
lost,  stolen or destroyed  Rights  Certificate,  a new Rights  Certificate,  in
substantially  the form of the  prior  Rights  Certificate,  of like  tenor  and
representing the equivalent number of Rights, but, in the case of loss, theft or
destruction,  only upon receipt of evidence  satisfactory to the Company and the
Rights Agent of such loss, theft or destruction of such Rights  Certificate and,
if requested by the Company or the Rights Agent,  indemnity also satisfactory to
it.

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

         (a) Prior to the Expiration  Date, the registered  holder of any Rights
Certificate may,  subject to the provisions of Sections 7(e) and 9(c),  exercise
the  Rights  evidenced  thereby  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 office of the Rights Agent  designated for
such  purpose,  together  with  payment  of the  aggregate  Purchase  Price  (as
hereinafter defined) for the number of Units of Preferred Stock (or, following a
Triggering Event,  other  securities,  cash or other assets, as the case may be)
for which such surrendered Rights are then exercisable.

         (b) The purchase price for one Unit pursuant to the exercise of a Right
shall  initially be $20.00,  subject to adjustment from time to time as provided
in  Sections  11 and 13(a)  (such  purchase  price,  as so  adjusted,  being the
"Purchase Price"), and shall be payable in accordance with paragraph (c) below.

         (c)  As  promptly  as  practicable  following  the  occurrence  of  the
Distribution  Date,  the Company  shall deposit with the Rights Agent or another
corporation  in good standing  organized  under the laws of the United States or
any State of the United States,  which is authorized under such laws to exercise
corporate  trust or stock  transfer  powers  and is subject  to  supervision  or
examination by federal or state authority (such  institution being the "Transfer
Agent"),  certificates representing the Units that may be acquired upon exercise
of the Rights.  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 for the Units (or, following a Triggering Event, other securities, cash or
other assets, as the case may be) to be purchased thereby as set forth below and
an amount equal to any applicable  transfer tax or evidence  satisfactory to the
Company of  payment of such tax,  the  Rights  Agent  shall,  subject to Section
20(k),  thereupon  promptly (i)  requisition  from the  Transfer  Agent (or make
available,  if the Rights Agent is the  Transfer  Agent)  certificates  for such
number of Units as are to be purchased  and the Company will direct the Transfer
Agent to comply with all such requests,  (ii)  requisition  from the Company the
amount of cash,  if any, to be paid in lieu of  fractional  shares in accordance
with Section 14, (iii) after receipt of such certificates,  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. In the event that
the Company is obligated to issue Company Common Stock, Preferred Stock or other
securities of the Company, pay cash and/or distribute other property pursuant to
Section  11(a),  the Company will make all  arrangements  necessary so that such
Company Common Stock,  Preferred  Stock or other  securities,  cash and/or other
property  are  available  for  distribution  by the  Rights  Agent,  if and when
appropriate.  The payment of the Purchase  Price  (adjusted  pursuant to Section
11(a)(iii))  may be made in cash or by  certified  or bank check or money  order
payable to the order of the Company.

         (d) In case the  registered  holder  of any  Rights  Certificate  shall
exercise less than all the Rights evidenced  thereby,  a new Rights  Certificate
evidencing the Rights remaining  unexercised shall be issued by the Rights Agent


                                       8
<PAGE>

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.

         (e)  Notwithstanding  anything in this Agreement to the contrary,  from
and after the first  occurrence  of any  Section  11(a)(ii)  Event,  any  Rights
beneficially  owned by (i) an  Acquiring  Person  or an  Adverse  Person,  or an
Associate  or  Affiliate of an  Acquiring  Person or an Adverse  Person,  (ii) a
transferee of an Acquiring Person or an Adverse Person (or of any such Associate
or Affiliate)  which becomes a transferee  after the Acquiring Person or Adverse
Person becomes such, or (iii) a transferee of an Acquiring  Person or an Adverse
Person (or of any such Associate or Affiliate)  which becomes a transferee prior
to or concurrently with the Acquiring Person or Adverse Person becoming such and
which receives such Rights pursuant to either (A) a transfer (whether or not for
consideration)  from  the  Acquiring  Person  or  Adverse  Person  (or any  such
Associate or Affiliate) to holders of equity  interests in such Acquiring Person
or Adverse  Person (or any such  Associate or  Affiliate)  or to any Person with
whom the Acquiring Person or Adverse Person (or such Associate or Affiliate) has
any continuing agreement, arrangement or understanding regarding the transferred
Rights,  shares of Company Common Stock or the Company or (B) a transfer which a
majority  of the  Board  has  determined  to be part of a plan,  arrangement  or
understanding  which has as a primary  purpose or effect the  avoidance  of this
Section 7(e),  shall be 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) are complied with, but shall have no liability to any holder of
Rights or any other Person as a result of its failure to make any  determination
under this Section 7(e) or Section 4(b) with respect to any Acquiring  Person or
Adverse Person or any Affiliate, Associate or transferee of any Acquiring Person
or Adverse Person.

         (f)   Notwithstanding   anything  in  this   Agreement  or  any  Rights
Certificate  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 by such  registered  holder  unless such
registered  holder  shall  have  (i)  completed  and  executed  the  certificate
following  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) of the  Rights  represented  by such  Rights  Certificate  or
Affiliates or Associates thereof as the Company shall reasonably request

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

Section 9. Reservation and Availability of Capital Stock.

         (a) The Company  shall at all times  following  the  Distribution  Date
cause to be reserved  and kept  available,  out of its  authorized  and unissued
shares of capital stock, the number of shares of Preferred Stock (and, following
a Triggering Event, other securities) that, as provided in this Agreement,  will


                                       9
<PAGE>

be sufficient to permit the exercise in full of all  outstanding  Rights (or, if
the amount of authorized  shares of Preferred  Stock (or such other  securities)
not then issued or reserved for issuance  other than upon exercise of the Rights
is not  sufficient,  the maximum  amount of shares of  Preferred  Stock (or such
other securities) as is then available).  Without limiting the generality of the
foregoing,  the Company's Board will, to the extent  permitted by law, take such
action as may be required to increase  the number of shares of  Preferred  Stock
that the Company is authorized to issue,  to the extent  necessary to permit the
exercise in full of all  outstanding  Rights.  Upon the occurrence of any events
resulting  in an  increase  in the  aggregate  number of Units (or other  equity
securities  of the Company)  issuable upon  exercise of all  outstanding  Rights
above the number then reserved,  the Company shall make appropriate increases in
the number of Units or other securities so reserved.

         (b) If the Units (and,  following a Triggering Event, other securities)
to be issued and delivered  upon the exercise of the Rights may be listed on any
national  securities  exchange or automated  quotation system, the Company shall
during the period from the Distribution Date through the Expiration Date use its
best efforts to cause all securities  reserved for such issuance to be listed on
such exchange or automated  quotation  system upon  official  notice of issuance
upon such exercise.

         (c) The Company  shall use its best efforts (i) as soon as  practicable
following the occurrence of a Section 11(a)(ii) Event and a determination by the
Company  in  accordance  with  Section  11(a)(iii)  of the  consideration  to be
delivered by the Company upon  exercise of the Rights or, if so required by law,
as soon as  practicable  following  the  Distribution  Date (such date being the
"Registration  Date"),  to file a registration  statement on an appropriate form
under the Securities  Act, with respect to the  securities  that may be acquired
upon exercise of the Rights (the  "Registration  Statement"),  (ii) to cause the
Registration  Statement to become  effective as soon as  practicable  after such
filing,  (iii) to cause the  Registration  Statement to continue to be effective
(and to include a prospectus  complying with the  requirements of the Securities
Act)  until the  earlier  of (A) the date as of which the  Rights  are no longer
exercisable for the securities covered by the Registration Statement and (B) the
Expiration  Date,  and  (iv)  to  take as  soon  as  practicable  following  the
Registration  Date such action as may be required to ensure that any acquisition
of securities  upon exercise of the Rights  complies with any  applicable  state
securities or "blue sky" laws. The Company may temporarily  suspend for a period
of time not to  exceed 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.  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 such action as may be  necessary  to ensure
that all Units (and,  following the occurrence of a Triggering  Event, any other
securities  that may be delivered upon exercise of Rights) shall be, at the time
of delivery  of the  certificates  for such Units and of such other  securities,
duly and validly authorized and issued and fully paid and non-assessable.

         (e) The  Company  shall  pay any  documentary,  stamp or  transfer  tax
imposed in connection  with the issuance or delivery of the Rights  Certificates
or upon the exercise of Rights; provided, however, that the Company shall not be
required to pay any such tax imposed in connection with the issuance or delivery
of Units,  or any  certificates  or  depositary  receipts  for such  Units  (or,
following the occurrence of a Triggering  Event, any other  securities,  cash or
assets,  as the case may be) to any person other than the  registered  holder of
the Rights  Certificates  evidencing the Rights  surrendered  for exercise.  The
Company shall not be required to issue or deliver any certificates or depositary
receipts  (or,  following  the  occurrence  of a  Triggering  Event,  any  other
securities, cash or assets, as the case may be) to, or in a name other than that
of, the  registered  holder upon the  exercise of any Rights  until any such tax


                                       10
<PAGE>

shall have been paid (any such tax being  payable  by the holder of such  Rights
Certificate  at the time of surrender) or until it has been  established  to the
Company's satisfaction that no such tax is due.

         Section 10. Record Date upon  Exercise of Rights.  Each Person in whose
name any  certificate  for Units (or,  following the  occurrence of a Triggering
Event,  other  securities)  is issued upon the  exercise of Rights shall for all
purposes  be  deemed to have  become  the  holder  of  record of the Units  (or,
following the occurrence of a Triggering Event,  other  securities)  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 any applicable transfer taxes) was made; provided,  however,
that if the  date  of such  surrender  and  payment  is a date  upon  which  the
Preferred  Stock (or,  following  the  occurrence  of a  Triggering  Event,  the
applicable  other  securities)  transfer  books of the Company are closed,  such
Person shall be deemed to have become the record holder of such  securities  on,
and such certificate  shall be dated, the next succeeding  Business Day on which
the Preferred  Stock (or,  following the occurrence of a Triggering  Event,  the
applicable other securities) transfer books of the Company are open; and further
provided that if delivery of the Units is delayed pursuant to Section 9(c), such
Persons  shall be deemed to have  become the  record  holders of such Units only
when such Units first  become  deliverable.  Prior to the exercise of the Rights
evidenced  thereby,  the holder of a Rights Certificate shall not be entitled to
any rights of a stockholder  of the Company with respect to securities for which
the Rights shall be exercisable,  including,  without  limitation,  the right to
vote, to receive dividends or other  distributions or to exercise any preemptive
rights,  and shall not be entitled to receive any notice of any  proceedings  of
the Company, except as provided herein.

         Section 11. Adjustment of Purchase Price,  Number and Kind of Shares 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.

         (a) (i) (i) In the event the  Company  shall at any time after the date
of this  Agreement  (A) declare a dividend on the Common Stock or the  Preferred
Stock  payable in shares (or  fractional  shares) of Common  Stock or  Preferred
Stock,  (B)  subdivide  the  outstanding  Common Stock or Preferred  Stock,  (C)
combine the outstanding Common Stock or Preferred Stock into a smaller number of
shares,  or (D) issue any shares of its capital stock in a  reclassification  of
the Common Stock or the Preferred 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),  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 Units (or the number and kind of
other  securities,  as the case may be),  issuable on such date upon exercise of
the Rights,  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 Units (or such
other  securities,  as the case may be), which, if such Right had been exercised
immediately  prior to such date, such 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),   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).

         (ii) In the event:

         (A) any Person shall become an Acquiring Person, other than pursuant to
any transaction which constitutes a Section 13 Event; or



                                       11
<PAGE>

         (B) the Board shall declare by  resolution  any Person to be an Adverse
Person,  upon a  determination  that such  Person,  alone or  together  with its
Affiliates and Associates,  has, at any time after this Agreement has been filed
with the Securities and Exchange  Commission as an exhibit to a filing under the
Exchange  Act,  become  the  Beneficial  Owner of a number of shares of  Company
Common  Stock which the Board  determines  to be  substantial  (which  number of
shares shall in no event  represent less than 10% of the  outstanding  shares of
Company Common Stock) and a determination by the Board, after reasonable inquiry
and investigation,  including  consultation with such persons as the Board shall
deem appropriate and  consideration of such factors selected by the Board as are
permitted by applicable law, that (a) such  Beneficial  Ownership by such Person
is  intended  to cause the  Company to  repurchase  the  shares of Common  Stock
beneficially  owned by such  Person or to cause  pressure on the Company to take
action or enter into a transaction or series of transactions intended to provide
such Person with short-term  financial gain under  circumstances where the Board
determines that the best long-term  interests of the Company would not be served
by  taking  such  action  or  entering  into  such   transaction  or  series  of
transactions  at that  time,  or (b) such  Beneficial  Ownership  is  causing or
reasonably likely to cause a material adverse impact (including, but not limited
to,  impairment of  relationships  with customers or impairment of the Company's
ability to maintain  its  competitive  position) on the business or prospects of
the  Company,  on the  Company's  employees,  customers  or  suppliers or on the
communities in which the Company operates or is located; or

         (C) any Acquiring Person (for purposes of this Section 11(a)(ii)(C) and
of Section 11(a)(ii)(D),  the term "Acquiring Person" shall be deemed to include
an Adverse 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
Company Common Stock 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
Company  Common  Stock,  for other equity  securities of the Company or any such
Subsidiary,  or for securities  exercisable  for or  convertible  into shares of
equity  securities of the Company or any of its  Subsidiaries  (whether  Company
Common Stock or  otherwise)  or otherwise  obtain from the Company or any of its
Subsidiaries,  with or  without  consideration,  any  additional  shares of such
equity securities or securities  exercisable for or convertible into such equity
securities  (other than  pursuant to a pro rata  distribution  to all holders of
Company 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 the Company or any of its Subsidiaries
or  any  employee  benefit  plan  maintained  by  the  Company  or  any  of  its
Subsidiaries  or any trustee or fiduciary  with respect to such a plan acting in
such  capacity,  assets  (including  securities)  on terms and  conditions  less
favorable to the Company or such  Subsidiary  or plan than those that could have
been obtained in arm's-length  negotiations  with an  unaffiliated  third party,
other than pursuant to a transaction described in Section 13(a), (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 the
Company  or any of the  Company's  Subsidiaries  or any  employee  benefit  plan
maintained by the Company or any of its Subsidiaries or any trustee or fiduciary
with respect to such a plan acting in such capacity (other than transactions, if
any, consistent with those engaged in, as of the date hereof, by the Company and
such  Acquiring  Person  or such  Associate  or  Affiliate),  assets  (including
securities)  having an  aggregate  fair market  value of more than  $10,000,000,
other than pursuant to a transaction set forth in Section 13(a), (5) 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 the
Company or any of its  Subsidiaries  or any employee  benefit plan maintained by
the Company or any of its  Subsidiaries or any trustee or fiduciary with respect
to such a plan  acting in such  capacity,  any  material  trademark  or material
service mark,  other than pursuant to a transaction  set forth in Section 13(a),
(6) shall receive,  or any designee,  agent or  representative of such Acquiring


                                       12
<PAGE>

Person or any Affiliate or Associate of such Acquiring Person shall receive, any
compensation from the Company or any of its 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 (7) shall  receive  the
benefit,  directly or indirectly (except  proportionately as a holder of Company
Common Stock or as required by 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 any
employee  benefit plan  maintained by the Company or any of its  Subsidiaries or
any trustee or fiduciary with respect to such a plan acting in such capacity; or

         (D) 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  that is directly or indirectly  beneficially  owned by any
Acquiring Person or any Associate or Affiliate of any Acquiring Person;

         then, immediately upon the date of the occurrence of an event described
         in  Section  11(a)(ii)(A)-(D)  hereof (a  "Section  11(a)(ii)  Event"),
         proper  provision  shall be made so that each holder of a Right (except
         as provided below and in Section 7(e)) shall  thereafter have the right
         to receive, upon exercise thereof at the then current Purchase Price in
         accordance with the terms of this  Agreement,  in lieu of the number of
         Units for which a Right was exercisable  immediately prior to the first
         occurrence of a Section  11(a)(ii) Event, such number of Units as shall
         equal the result obtained by (x) multiplying the then current  Purchase
         Price by the then  number of Units  for  which a Right was  exercisable
         immediately  prior to the first occurrence of a Section 11(a)(ii) Event
         (such  product  thereafter  being,  for all purposes of this  Agreement
         other than  Section 13, the  Purchase  Price),  and (y)  dividing  that
         product by 50% of the then Current Market Price (determined pursuant to
         Section  11(d))  per Unit on the date of such  first  occurrence  (such
         number  of Units  being the  "Adjustment  Units");  provided,  that the
         Purchase  Price and the  number of  Adjustment  Units  shall be further
         adjusted as provided in this Agreement to reflect any Section 11(a)(ii)
         Event  occurring  after the initial  occurrence of a Section  11(a)(ii)
         Event.

         (iii) In the event  that the number of shares of  Preferred  Stock that
are authorized by the Company's certificate of incorporation but not outstanding
or reserved for issuance for purposes  other than upon exercise of the Rights is
not  sufficient to permit the exercise in full of the Rights in accordance  with
Section  11(a)(ii),  the Board,  acting by resolution,  shall: (A) determine the
excess of (1) the value of the Adjustment  Units issuable upon the exercise of a
Right (the "Current  Value") over (2) the Purchase  Price (such excess being the
"Spread"),  and (B) with respect to each Right (subject to Section  7(e)),  make
adequate  provision to substitute for such Adjustment Units, upon payment of the
applicable  Purchase Price,  (1) Company Common Stock, (2) cash, (3) a reduction
in the Purchase  Price,  (4) other equity  securities  of the Company,  (5) debt
securities  of the Company,  (6) other  assets,  or (7) any  combination  of the
foregoing,  having an  aggregate  value equal to the Current  Value,  where such
aggregate  value has been  determined in good faith by the Board after receiving
advice from a nationally  recognized  investment  banking  firm  selected by the
Board which has not performed any services for the Company or any  Subsidiary of
the Company in the prior five years; provided,  however, that if pursuant to the
introductory clause of this Section 11(a)(iii) the Company shall have elected or
been required to deliver  value  pursuant to clause (B) above and shall not have
made adequate provision to deliver such value within 30 days following the later
of (x) the first  occurrence  of a Section  11(a)(ii)  Event and (y) the date on
which the Company's  right of redemption  pursuant to Section 23(a) expires (the
later of (x) and (y) being referred to herein as the "Section 11(a)(iii) Trigger
Date"),  then the Company shall be obligated to deliver,  upon the surrender for
exercise of a Right and without requiring  payment of the Purchase Price,  Units
(to the extent available) and then, if necessary, cash (to the extent available)
and then, if  necessary,  debt  securities,  which Units and/or cash and/or debt
securities shall have an aggregate value equal to the Spread. If the Board shall


                                       13
<PAGE>

determine in good faith that it is likely that sufficient  additional  shares of
Preferred  Stock could be  authorized  for issuance upon exercise in full of the
Rights,  the  30-day  period  set forth  above  may be  extended  to the  extent
necessary,  but not more than 90 days after the Section  11(a)(ii) Trigger Date,
in order that the Company may seek stockholder approval for the authorization of
such additional  shares (such period,  as it may be extended,  the "Substitution
Period").  To the extent  that the Company  determines  that some action need be
taken pursuant to the first sentence of this Section 11(a)(iii), the Company (x)
shall provide,  subject to Section 7(e),  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  the  first  sentence  of  this  Section
11(a)(iii)  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 a Unit shall be the  current  market
price (as  determined  pursuant  to  Section  11(d)) per Unit on the date of the
first occurrence of the Section 11(a)(iii) Trigger Date.

         (b) In the event the Company  shall fix a record date for the  issuance
of rights,  options or warrants to all holders of Company Common Stock entitling
them to subscribe for or purchase (for a period expiring within 45 calendar days
after such record date) shares (or  fractional  shares) of Company  Common Stock
(or shares having  substantially the same rights,  privileges and preferences as
shares  of  Company  Common  Stock  ("Equivalent   Company  Common  Stock"))  or
securities  convertible  into Company Common Stock or Equivalent  Company Common
Stock at a price per share of Company  Common  Stock or per share of  Equivalent
Company  Common  Stock (or having a  conversion  price per share,  if a security
convertible  into Company Common Stock or Equivalent  Company Common Stock) less
than the Current  Market  Price (as  determined  pursuant to Section  11(d)) per
share of Company Common Stock on such record date, then 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 sum of the number of shares of Company  Common
Stock  outstanding  on such  record  date plus the  number of shares of  Company
Common Stock which the aggregate offering price of the total number of shares of
Company  Common Stock and/or  Equivalent  Company  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 Company  Common Stock  outstanding  on
such record date plus the number of  additional  shares of Company  Common Stock
and/or  Equivalent  Company  Common  Stock to be  offered  for  subscription  or
purchase  (or  into  which  the  convertible  securities  so to be  offered  are
initially  convertible).  In the event  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 described  in a statement  filed with the
Rights  Agent and shall be binding on the  Rights  Agent and the  holders of the
Rights.  Shares of Company  Common Stock owned by or held for the account of the
Company or any Subsidiary 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 the event the Company shall fix a record date for a distribution
to  all  holders  of  shares  of  Company  Common  Stock   (including  any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing corporation) of evidences of indebtedness, cash (other


                                       14
<PAGE>

than a regular  quarterly  cash  dividend  paid out of funds  legally  available
therefor),  assets  (other than a dividend  payable in shares of Company  Common
Stock,  but  including any dividend  payable in stock other than Company  Common
Stock) or  subscription  rights or  warrants  (excluding  those  referred  to in
Section  11(b)),  then the Purchase Price to be in effect after such record date
shall be  determined by  multiplying  the Purchase  Price in effect  immediately
prior to such  record date by a fraction,  the  numerator  of which shall be the
Current  Market  Price (as  determined  pursuant to Section  11(d)) per share of
Company  Common  Stock  on such  record  date  less the fair  market  value  (as
determined  in good  faith by the  Company,  acting by  resolution  of its Board
(whose  determination  shall be described  in a statement  filed with the Rights
Agent and shall be binding on the Rights  Agent and the holder of the Rights) of
the cash,  assets or evidences of  indebtedness  so to be distributed or of such
subscription  rights or warrants  distributable in respect of a share of Company
Common Stock,  and the  denominator  of which shall be such Current Market Price
(as  determined  pursuant to Section  11(d)) per share of Company  Common Stock.
Such  adjustments  shall be made  successively  whenever  such a record  date is
fixed,  and in the event that such  distribution  is not so made,  the  Purchase
Price shall be adjusted to be the Purchase Price which would have been in effect
if such record date had not been fixed.

         (d) (i) (i) For the purpose of any computation hereunder,  the "Current
Market  Price" per share of  Company  Common  Stock or Common  Stock on any date
shall be deemed to be the average of the daily closing  prices per share of such
shares  for the ten  consecutive  Trading  Days  (as  such  term is  hereinafter
defined) immediately prior to such date; provided, however, that if prior to the
expiration  of such ten  Trading  Day period the issuer  announces  either (A) a
dividend or  distribution  on such shares  payable in such shares or  securities
convertible  into such shares (other than the Rights),  or (B) any  subdivision,
combination or reclassification of such shares,  then, following the ex-dividend
date for such dividend or the record date for such subdivision,  as the case may
be, the "Current  Market Price" shall be properly  adjusted to take into account
such event.  The  closing  price for each day shall be, if the shares are listed
and admitted to trading on a national  securities  exchange,  as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed on the principal  national  securities  exchange on which such shares are
listed or  admitted  to trading or, if such shares are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market,  as reported by the Nasdaq Stock Market  ("NASDAQ") or such other system
then in use,  or,  if on any such date such  shares  are not  quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional  market maker making a market in such shares selected by the Board.
If on any such date no market maker is making a market in such shares,  the fair
value of such shares on such date as determined in good faith by the Board shall
be used.  If such  shares  are 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 described in
a  statement  filed  with the  Rights  Agent  and  shall be  conclusive  for all
purposes.  The term  "Trading  Day"  shall  mean,  if such  shares are listed or
admitted  to trading on any  national  securities  exchange,  a day on which the
principal  national  securities  exchange  on which  such  shares  are listed or
admitted to trading is open for the  transaction  of business or, if such shares
are not so listed or admitted, a Business Day.

         (ii) For the purpose of any computation hereunder,  if the Units or the
Preferred  Stock are actively  publicly  traded,  the "current market price" per
Unit of  Preferred  Stock  shall be  determined  in the same manner as set forth
above for Company  Common Stock in clause (i) of this Section  11(d) (other than
the  fourth  sentence  thereof).  If the  Units or the  Preferred  Stock are not
publicly  held or listed or traded in a manner  described  in clause (i) of this
Section 11(d), the "current market price" per Unit shall be conclusively  deemed


                                       15
<PAGE>

to be the Current  Market Price per share of Company  Common  Stock.  If neither
Company  Common  Stock  nor  Preferred  Stock is  publicly  held or so listed or
traded,  the "current market price" per Unit shall mean the fair value per share
as determined in good faith by the Board, whose determination shall be described
in a  statement  filed with the Rights  Agent and shall be binding on the Rights
Agent and the holders of the Rights.

         (e) Anything herein to the contrary  notwithstanding,  no adjustment in
the Purchase  Price shall be required  unless such  adjustment  would require an
increase or decrease of at least 1% in the Purchase  Price;  provided,  however,
that any  adjustments  which by reason of this Section 11(e) are not required to
be made  shall be carried  forward  and taken  into  account  in any  subsequent
adjustment.  All calculations under this Section 11 shall be made to the nearest
cent or to the  nearest  one-thousandth  of a share of Company  Common  Stock or
Common Stock or Unit, as the case may be.  Notwithstanding the first sentence of
this Section 11(e), any adjustment  required by this Section 11 shall be made no
later than the earlier of (i) three years from the date of the transaction which
mandates such adjustment and (ii) the Expiration Date.

         (f) If as a result of an adjustment made pursuant to Section  11(a)(ii)
or 13(a), the holder of any Right thereafter  exercised shall become entitled to
receive any equity  securities  other than Units,  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
Units contained in Sections 11(a),  (b), (c), (d), (e), (g), (h), (i), (j), (k),
(l) and (m), and the  provisions of Sections 7, 9, 10, 13 and 14 with respect to
Units shall apply on like terms to any such other equity securities.

         (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 Units  (or other
securities or amount of cash or  combination  thereof) that may be acquired from
time to time pursuant to this Agreement 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 Units (calculated to
the nearest one-thousandth of a Unit) obtained by (i) multiplying (x) the number
or amount of Units (or cash or other  securities)  issuable  upon  exercise of 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 Units or other  securities that may be acquired upon the exercise of a
Right.  Each of the Rights  outstanding  after the  adjustment  in the number of
Rights  shall be  exercisable  for that  number  of Units  for which a Right was
exercisable  immediately  prior to such  adjustment.  Each  Right held of record
prior to such  adjustment  of the number of Rights  shall  become that number of
Rights  (calculated  to the nearest  one-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. The 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 days later
than the date of such  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


                                       16
<PAGE>

evidencing,  subject to Section 14, the additional  Rights to which such holders
shall be  entitled  as a result of such  adjustment,  or,  at the  option of the
Company, shall cause to be distributed to such holders of record in substitution
and  replacement for the Rights  Certificates  held by such holders prior to the
date of adjustment,  and upon surrender thereof, if required by the Company, new
Rights  Certificates  evidencing  all the Rights to which such holders  shall be
entitled after such adjustment.  Rights  Certificates to be so distributed shall
be issued, executed and countersigned in the manner provided for herein (and may
bear, at the option of the Company,  the adjusted  Purchase  Price) and shall be
registered in the names of the holders of record of Rights  Certificates  on the
record date specified in the public announcement.

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

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

         (l) In any  case  in  which  this  Section  11  shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event the issuance to the holder of any Right  exercised  after such record date
of the Units and shares of other capital stock or securities of the Company,  if
any,  issuable  upon such  exercise over and above the Units and shares of 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 Company
Common  Stock,  (ii)  issuance  wholly for cash of any shares of Company  Common
Stock at less than the Current Market Price,  (iii) issuance  wholly for cash of
shares  of  Company  Common  Stock  or  securities  which  by  their  terms  are
convertible into or exchangeable for shares of Company 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  Company  Common
Stock, shall not be taxable to such holders or shall reduce the taxes payable by
such holders.

         (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)),  (ii) merge with or into any
other Person  (other than a  Subsidiary  of the Company in a  transaction  which
complies  with  Section  11(o)),  or  (iii)  sell or  transfer  (or  permit  any
Subsidiary  to  sell  or  transfer),   in  one  transaction,   or  a  series  of
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)), 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


                                       17
<PAGE>

the  benefits   intended  to  be  afforded  by  the  Rights  or  (y)  prior  to,
simultaneously with or immediately after such consolidation, merger or sale, the
Person  which  constitutes,  or would  constitute,  the  "Principal  Party"  for
purposes of Section 13(a) shall have distributed or otherwise transferred to its
stockholders  or other persons  holding an equity interest in such Person Rights
previously  owned  by  such  Person  or any of its  Affiliates  and  Associates;
provided,  however,  this  Section  11(n)  shall not affect  the  ability of any
Subsidiary of the Company to  consolidate  with,  merge with or into, or sell or
transfer assets or earning power to, any other Subsidiary of the Company.

         (o) After the  Distribution  Date,  the  Company  shall not,  except as
permitted by Section 23 or Section 26, 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  Declaration
Date  and  prior  to  the  Distribution  Date  (i)  declare  a  dividend  on the
outstanding  shares of Company  Common Stock payable in shares of Company Common
Stock,  (ii) subdivide the  outstanding  shares of Company  Common Stock,  (iii)
combine the outstanding  shares of Company Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock in a  reclassification  of
Company Common Stock (including any such  reclassification  in connection with a
consolidation  or merger in which the  Company is the  continuing  or  surviving
corporation),  the number of Rights associated with each share of Company Common
Stock  then  outstanding,  or issued or  delivered  thereafter  but prior to the
Distribution  Date,  shall be  proportionately  adjusted  so that the  number of
Rights  thereafter  associated with each share of Company Common Stock following
any such event shall  equal the result  obtained  by  multiplying  the number of
Rights  associated with each share of Company Common Stock  immediately prior to
such event by a fraction  the  numerator  of which shall be the total  number of
shares of Company Common Stock  outstanding  immediately prior to the occurrence
of the event and the denominator of which shall be the total number of shares of
Company Common Stock  outstanding  immediately  following the occurrence of such
event.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever  an  adjustment  is made as  provided  in Section 11 or Section 13, 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 Company Common
Stock  and  the  Preferred  Stock,  a copy  of  such  certificate,  and (c) if a
Distribution Date has occurred, 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 Company  Common Stock) in  accordance  with
Section  25. 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.

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

         (a) In the event that,  following the Stock Acquisition Date,  directly
or indirectly,  (x) the Company shall  consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the Company in a transaction  which
complies with Section  11(o)),  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)) 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 Company  Common  Stock  shall be  converted  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)  to any Person or Persons
(other than the Company or any of its  Subsidiaries in one or more  transactions
each of which complies with Section 11(o)), in one or more transactions,  assets
or earning power aggregating more than 50% of the assets or earning power of the


                                       18
<PAGE>

Company and its Subsidiaries (taken as a whole) (any such event being 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), shall thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
Purchase  Price,  such number of validly  authorized and issued,  fully paid and
non-assessable  shares of Common Stock of the  Principal  Party (as such term is
hereinafter  defined),   which  shares  shall  not  be  subject  to  any  liens,
encumbrances,  rights of first refusal,  transfer  restrictions or other adverse
claims,  as shall be equal to the result  obtained by (1)  multiplying  the then
current  Purchase  Price by the number of Units 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 such  Units  for which a Right  would be
exercisable  hereunder but for the occurrence of such Section 11(a)(ii) Event by
the  Purchase  Price  which  would be in  effect  hereunder  but for such  first
occurrence) and (2) dividing that product (which, following the first occurrence
of a Section 13 Event,  shall be the  "Purchase  Price" for all purposes of this
Agreement) by 50% of the Current  Market Price  (determined  pursuant to Section
11(d))  per share of the  Common  Stock of such  Principal  Party on the date of
consummation of such Section 13 Event;  provided that the Purchase Price and the
number of shares of Common Stock of such Principal  Party issuable upon exercise
of each Right shall be further adjusted as provided in this Agreement to reflect
any  events  occurring  after the date of the first  occurrence  of a 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 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 ensure that the
provisions  of this  Agreement  shall  thereafter be applicable to its shares of
Common Stock thereafter  deliverable upon the exercise of the Rights;  provided,
however, that, upon the subsequent occurrence of any merger, consolidation, sale
of  all or  substantially  all  assets,  recapitalization,  reclassification  of
shares,  reorganization  or other  extraordinary  transaction in respect of such
Principal Party,  each holder of a Right shall thereupon be entitled to receive,
upon exercise of a Right and payment of the Purchase Price,  such cash,  shares,
rights,  warrants and other  property which such holder would have been entitled
to receive had he, at the time of such  transaction,  owned the Common  Stock of
the Principal Party purchasable upon the exercise of a Right, and such Principal
Party  shall take such steps  (including,  but not limited  to,  reservation  of
shares of stock) as may be  necessary to permit the  subsequent  exercise of the
Rights in  accordance  with the terms  hereof  for such  cash,  shares,  rights,
warrants and other property;  and (v) the provisions of Section  11(a)(ii) shall
be of no further 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),  (A) the Person that is the issuer of any
securities  into which  shares of Company  Common  Stock are  converted  in such


                                       19
<PAGE>

merger or consolidation,  or, if there is more than one such issuer,  the issuer
of Common Stock that has the highest  aggregate Current Market Price (determined
pursuant  to Section  11(d))  and (B) if no  securities  are so issued,  (x) the
Person that is the other party to such merger or consolidation and that survives
said merger or  consolidation,  or, if there is more than one such  Person,  the
Person the Common Stock of which has the highest  aggregate Current Market Price
(determined  pursuant  to Section  11(d)) or (y) if the Person that is the other
party  to  the  merger  or   consolidation   does  not  survive  the  merger  or
consolidation,  the  Person  that  does  survive  the  merger  or  consolidation
(including the Company if it survives); and

         (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
largest  portion of the assets or earning  power  transferred  pursuant  to such
transaction  or  transactions,  or,  if each  Person  that  is a  party  to such
transaction or  transactions  receives the same portion of the assets or earning
power transferred  pursuant to such transaction or transactions or if the Person
receiving  the  largest  portion  of the  assets  or  earning  power  cannot  be
determined, whichever Person the Common Stock of which has the highest aggregate
Current Market Price (determined pursuant to Section 11(d));

     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-month  period  registered  under  Section  12 of  the  Exchange  Act
     ("Registered Common Stock"), or such Person is not a corporation,  and such
     Person  is a direct or  indirect  Subsidiary  of  another  Person  that has
     Registered Common Stock outstanding,  "Principal Party" shall refer to such
     other  Person;  (2) if the Common  Stock of such  Person is not  Registered
     Common  Stock or such  Person is not a  corporation,  and such  Person is a
     direct or  indirect  Subsidiary  of  another  Person but is not a direct or
     indirect  Subsidiary of another  Person which has  Registered  Common Stock
     outstanding, "Principal Party" shall refer to the ultimate parent entity of
     such first-mentioned  Person; (3) if the Common Stock of such Person is not
     Registered  Common  Stock or such  Person  is not a  corporation,  and such
     Person is directly or indirectly  controlled  by more than one Person,  and
     one or more of such other Persons has Registered Common Stock  outstanding,
     "Principal  Party" shall refer to  whichever  of such other  Persons is the
     issuer of the Registered  Common Stock having the highest aggregate Current
     Market Price (determined  pursuant to Section 11(d)); and (4) if the Common
     Stock of such Person is not Registered Common Stock or such Person is not a
     corporation,  and such Person is directly or indirectly  controlled by more
     than one Person,  and none of such other  Persons  have  Registered  Common
     Stock  outstanding,  "Principal  Party" shall refer to  whichever  ultimate
     parent entity is the corporation  having the greatest  stockholders  equity
     or, if no such  ultimate  parent  entity is a  corporation,  shall refer to
     whichever  ultimate  parent  entity is the entity  having the  greatest net
     assets.

         (c) The Company  shall not  consummate  any Section 13 Event 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 the Principal Party, at its own expense, will:

         (i) (A) file on an appropriate  form, as soon as practicable  following
the execution of such agreement,  a registration  statement under the Securities
Act with respect to the Common Stock that may be acquired  upon  exercise of the
Rights,  (B) cause  such  registration  statement  to remain  effective  (and to
include a prospectus  complying with the  requirements  of the  Securities  Act)
until  the  Expiration  Date,  and  (C) as  soon as  practicable  following  the
execution of such agreement,  take such action as may be required to ensure that
any  acquisition  of such Common Stock upon the exercise of the Rights  complies
with any applicable state security or "blue sky" laws; and

         (ii) use its best  efforts  either (A) to list (or continue the listing
of) the Common Stock of the Principal Party on a national securities exchange or
(B) to cause such Common Stock to be reported by NASDAQ or such other comparable
transaction reporting system as may then be in use; and



                                       20
<PAGE>

         (iii) 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.

         (d) If the  Principal  Party  which is to be a party  to a  transaction
referred  to in  this  Section  13 has a  provision  in  any  of its  authorized
securities or in its certificate of incorporation or by-laws or other instrument
governing its corporate  affairs,  which  provision would have the effect of (i)
causing such Principal Party to issue,  in connection  with, or as a consequence
of, the consummation of a transaction  referred to in this Section 13, shares of
Common Stock of such Principal  Party at less than the then Current Market Price
per share (determined pursuant to Section 11(d)) or securities  exercisable for,
or convertible into, Common Stock of such Principal Party at less than such then
Current  Market Price (other than to holders of Rights  pursuant to this Section
13) or (ii)  providing  for any special  payment,  tax or similar  provisions in
connection  with  the  issuance  of the  Common  Stock of such  Principal  Party
pursuant to the provisions of this Section 13; then, in such event,  the Company
shall not consummate any such  transaction  unless prior thereto the Company and
such  Principal  Party shall have  executed and  delivered to the Rights Agent a
supplemental  agreement  providing  that  the  provision  in  question  of  such
Principal  Party  shall  have been  cancelled,  waived or  amended,  or that the
authorized  securities shall be redeemed,  so that the applicable provision will
have no effect in connection  with, or as a consequence of, the  consummation of
the proposed transaction.

         (e)  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).

Section 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  Persons  to  which  such
fractional  Rights would otherwise be issuable,  an amount in cash equal to such
fraction of the market  value of a whole  Right.  For  purposes of this  Section
14(a),  the 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, if the Rights are listed or  admitted to trading on
a national  securities  exchange,  as  reported  in the  principal  consolidated
transaction  reporting system with respect to securities listed on the principal
national  securities  exchange  on which the Rights are  listed or  admitted  to
trading or, if the Rights are not listed or admitted to trading on any  national
securities exchange,  the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
NASDAQ or such other  system  then in use or, if on any such date the Rights are
not quoted by any such  organization,  the  average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights
selected  by the  Board.  If on any such date no such  market  maker is making a
market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board shall be used and such determination  shall be described
in a statement filed with the Rights Agent and the holders of the Rights.

         (b) The Company shall not be required to issue  fractions of Units upon
exercise  of the  Rights  or to  distribute  certificates  which  evidence  such
fractional  Units. In lieu of such fractional  Units, 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 then
current market price of a Unit on the day of exercise,  determined in accordance
with Section 11(d).



                                       21
<PAGE>

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

         Section 15.  Rights of Action.  All rights of action in respect of this
Agreement,  other than rights of action  vested in the Rights Agent  pursuant to
Section  18,  are  vested in the  respective  registered  holders  of the Rights
Certificates  (and,  prior to the Distribution  Date, the registered  holders of
certificates  representing  shares of Company Common Stock);  and any registered
holder  of a Rights  Certificate  (or,  prior  to the  Distribution  Date,  of a
certificate representing shares of Company 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 a certificate  representing  shares of Company Common
Stock),  may,  on his own  behalf  and for his  own  benefit,  enforce,  and may
institute and maintain any suit, action or proceeding against the Company or any
other Person to enforce,  or otherwise  act in respect of, his 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.

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

         (a) prior to the  Distribution  Date,  the Rights will be  transferable
only by transfer of the shares of Company Common Stock in respect of which those
Rights were issued;

         (b)  after  the   Distribution   Date,  the  Rights   Certificates  are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the office 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 duly executed;

         (c)  subject to Section  6(a) and  Section  7(f),  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  Company  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  Company 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), shall be affected by any notice to the contrary; and

         (d) notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights  Agent  shall have any  liability  to any holder of a
Right or any 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, that the Company must use its
best  efforts  to have any such  order,  decree  or ruling  lifted or  otherwise
overturned as promptly as practicable.

         Section 17.  Rights  Certificate  Holder Not Deemed a  Stockholder.  No
holder, as such, of any Rights  Certificate  shall be entitled to vote,  receive
dividends  or be deemed  for any  purpose  the  holder of the number of Units or
other  securities  of the  Company  which  may at any  time be  issuable  on the


                                       22
<PAGE>

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 stockholder of the Company
or any right to vote for the election of directors or upon any matter  submitted
to stockholders at any meeting  thereof,  or to give or withhold  consent to any
corporate  action,  or,  except as provided in Section 24, to receive  notice of
meetings or other actions  affecting  stockholders,  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.

         Section 18. Concerning the Rights Agent.


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

         (b) The Rights  Agent shall be  protected  and shall incur no liability
for or in respect of any action  taken,  suffered or omitted by it in connection
with  its   administration  of  this  Agreement  in  reliance  upon  any  Rights
Certificate or certificate  for Preferred  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 have been signed, executed
and, where necessary,  verified or acknowledged by the proper Person or Persons.
Anything in this  Agreement to the contrary  notwithstanding,  in no event shall
the Rights Agent be liable for special, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits),  even if the
Rights  Agent has been  advised  of the  likelihood  of such loss or damage  and
regardless of the form of the action.

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

         (a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with  which it may be  consolidated,  or any  corporation
resulting  from any merger or  consolidation  to which the  Rights  Agent or any
successor  Rights Agent shall be a party, or any  corporation  succeeding to the
corporate  trust or stockholder  services  businesses 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 document 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. 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


                                       23
<PAGE>

prior name and deliver Rights Certificates so countersigned; and in case at that
time any of the  Rights  Certificates  shall  not have been  countersigned,  the
Rights Agent may countersign such Rights  Certificates  either in its prior name
or in its changed  name;  and in all such cases such Rights  Certificates  shall
have the full force provided in the Rights Certificates and in this Agreement.

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

         (a) The Rights Agent may consult  with legal  counsel (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  under this  Agreement,  such fact or
matter  (unless other  evidence in respect  thereof be specified  herein) may be
deemed to be conclusively  proved and established by a certificate signed by the
Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer,
the President,  any Vice President,  the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant  Secretary of the Company and delivered to the Rights
Agent;  provided,  however,  that so long as any Person is an  Acquiring  Person
under  this  Agreement,  such  certificate  shall be signed and  delivered  by a
majority  of the  members  of the  Board;  and  such  certificate  shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.

         (c) The Rights Agent shall be liable under this  Agreement only for its
own negligence, bad faith or willful misconduct.

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

         (e) The Rights Agent shall not have any responsibility for the validity
of this Agreement or the execution and delivery hereof (except the due execution
hereof by the  Rights  Agent) or for the  validity  or  execution  of any Rights
Certificate (except its countersignature  thereof);  nor shall it be responsible
for any breach by the  Company  of any  covenant  or  failure by the  Company to
satisfy conditions 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 or 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  receipt  by the  Rights  Agent  of the  certificate
describing any such adjustment  contemplated by Section 12); nor shall it by any
act under this Agreement be deemed to make any  representation or warranty as to
the authorization or reservation of any Units,  shares of Preferred Stock or any
other  securities  to be  issued  pursuant  to  this  Agreement  or  any  Rights
Certificate  or as to whether any Units or any other  securities  will,  when so
issued, be validly authorized and issued, fully paid and non-assessable.

         (f) The Company  shall  perform,  execute,  acknowledge  and deliver or
cause to be  performed,  executed,  acknowledged  and delivered all such further
acts,  instruments  and  assurances as may  reasonably be required by the Rights
Agent  for  the  performance  by the  Rights  Agent  of its  duties  under  this
Agreement.



                                       24
<PAGE>

         (g) The  Rights  Agent is  hereby  authorized  and  directed  to accept
instructions  with respect to the  performance of its duties  hereunder from the
Chairman  of the  Board,  Chief  Executive  Officer,  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 for any
action  taken or  suffered  to be taken by it in good faith in  accordance  with
instructions of any such officer; PROVIDED,  HOWEVER, that so long as any Person
is an Acquiring Person under this Agreement,  the Rights Agent shall accept such
instructions  and  advice  only  from a  majority  of the Board and shall not be
liable  for any  action  taken or  suffered  to be taken by it in good  faith in
accordance with such  instructions of the majority of the Board. Any application
by the Rights Agent for written instructions from the Company may, at the option
of the Rights  Agent,  set forth in writing  any action  proposed to be taken or
omitted by the Rights Agent under this Amended and Restated Rights Agreement and
the date on and/or after which such action shall be taken or such omission shall
be  effective.  The Rights Agent shall not be liable for any action taken by, or
omission of, the Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which date shall
not be less than 5 Business  Days after the date any such officer of the Company
actually receives such application, unless any such officer shall have consented
in writing to an earlier date)  unless,  prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have received
written instructions in response to such application specifying the action to be
taken or omitted.

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

         (i) The Rights  Agent may  execute  and  exercise  any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents.

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

         (k) If,  with  respect to any  Rights  Certificate  surrendered  to the
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,  not signed 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.  If such certificate has been completed and signed and shows a negative
response to clauses 1 and 2 of such certificate,  unless  previously  instructed
otherwise in writing by the Company (which instructions may impose on the Rights
Agent   additional   ministerial   responsibilities,    but   no   discretionary
responsibilities),  the Rights Agent may assume without further inquiry that the
Rights Certificate is not owned by a person described in Section 4(b) or Section
7(e) and shall not be charged with any knowledge to the contrary.



                                       25
<PAGE>

         (l) The Rights  Agent  shall have no duties or  obligations  other than
those specifically set forth in this Agreement, or as may subsequently be agreed
to in writing by the Company and the Rights Agent.

         Section 21. Change of Rights  Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged  from its duties under this  Agreement
upon 30 days'  prior  notice  in  writing  mailed  to the  Company,  and to each
transfer  agent  of the  Company  Common  Stock  and  the  Preferred  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 30 days' prior  notice in writing,  mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each transfer agent of the
Company Common Stock and the Preferred  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 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) a  corporation  organized  and  doing
business  under the laws of the United  States or any state of the United States
in good standing, shall be authorized to do business as a banking institution in
the State of New York, shall be authorized under such laws to exercise corporate
trust or stock transfer  powers,  shall be subject to supervision or examination
by federal or state authorities and shall have at the time of its appointment as
Rights Agent a combined  capital and surplus of at least  $100,000,000 or (b) an
Affiliate  of a  corporation  described  in clause (a) of this  sentence.  After
appointment,  the  successor  Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent  without  further  act or deed;  but the  predecessor  Rights  Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,  conveyance, act
or deed  necessary  for that 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 Company Common Stock and
the  Preferred  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.

         Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or 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 resolution  of its Board to reflect any  adjustment or change
made in accordance  with the  provisions of this Agreement in the Purchase Price
or the number or kind or class of shares or other  securities  or property  that
may be acquired under the Rights Certificates.  In addition,  in connection with
the  issuance  or  sale  of  shares  of  Company  Common  Stock   following  the
Distribution  Date and prior to the Expiration Date, the Company (a) shall, with
respect  to shares of Company  Common  Stock so issued or sold  pursuant  to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise,  conversion  or  exchange  of  securities  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  adjustment shall otherwise have
been made in lieu of the issuance thereof.



                                       26
<PAGE>

         Section 23. Redemption and Termination.

         (a) The Company,  acting by resolution of its Board may, at its option,
at any time prior to the earlier of (i) the Distribution  Date or (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding Rights
at a redemption  price of $.0001 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 the  "Redemption
Price").  The  Company  may, at its option,  pay the  Redemption  Price in cash,
shares of Company  Common Stock (based on the Current  Market Price  (determined
pursuant to Section  11(d)) of the shares of Company Common Stock at the time of
redemption),  or such  other  form of  consideration  as the Board in good faith
deems appropriate.

         (b) Immediately  upon an action by the Board in accordance with Section
23(a)  ordering the  redemption of the Rights,  evidence of which shall be 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  ordering the  redemption  of the
Rights in accordance  with Section 23(a),  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 Company
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.

         Section 24. 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 Company Common Stock or to make any other distribution to the holders
of Company  Common Stock (other than a regular  quarterly cash dividend paid out
of funds legally  available  therefor),  (ii) to offer to the holders of Company
Common Stock rights or warrants to subscribe  for or to purchase any  additional
shares  of  Company  Common  Stock or  shares of stock of any class or any other
securities,  rights or  options,  (iii) to effect  any  reclassification  of its
Company  Common  Stock  (other  than  a  reclassification   involving  only  the
subdivision of outstanding  shares of Company Common Stock),  (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)), or to effect
any sale or other  transfer  (or to permit  one or more of its  Subsidiaries  to
effect any sale or other transfer),  in one or more  transactions,  of 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)),  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 25, 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 Company 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 20 days prior to the
record date for  determining  holders of the shares of Company  Common Stock for
purposes of such action,  and in the case of any such other action,  at least 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  Company  Common  Stock
whichever  shall be the  earlier;  provided,  however,  no such notice  shall be
required pursuant to this Section 24, if any Subsidiary of the Company effects a
consolidation  or merger  with or into,  or effects a sale or other  transfer of
assets or earnings power to, any other Subsidiary of the Company.



                                       27
<PAGE>

         (b) In case any Section 11(a)(ii) Event shall occur,  then, in any such
case, 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 25,
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).

         (c) If any Section  11(a)(ii) Event shall occur, then all references in
this Section 24 to Company  Common Stock shall be deemed  thereafter to refer to
the class of Common  Stock or other  securities  for which the  Rights  are then
exercisable.

         Section 25. Notices. All notices and other communications  provided for
hereunder shall,  unless otherwise  stated herein,  be in writing  (including by
telex, telegram or cable) and mailed or sent or delivered, if to the Company, at
its address at:

                           MIM Corporation
                           100 Clearbrook Road
                           Elmsford, New York 10523
                           Attention: General Counsel
                           Tel No.: (914) 460-1600
                           Fax No.: (914) 460-1670

         and if to the Rights Agent, at its address at:

                           American Stock Transfer & Trust Company
                           40 Wall Street
                           New York, New York 10005
                           Attention: Corporate Trust Department
                           Tel No.: (718) 921-8380
                           Fax No.: (718) 259-1144

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 Company Common Stock) shall be  sufficiently  given or made if sent by
first-class  mail,  postage-prepaid,  addressed to such holder at the address of
such holder as shown on the registry books of the Company.

         Section 26. Supplements and Amendments. Prior to the Distribution Date,
the Company may by resolution of its Board,  and the Rights Agent shall,  if the
Company  pursuant  to such  resolution  so  directs,  supplement  or  amend  any
provision of this Agreement  without the approval of any holders of certificates
representing  shares of Company  Common Stock.  From and after the  Distribution
Date, the Company may by resolution of its Board, 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  Adverse  Person  or an
Affiliate or Associate of an Acquiring Person or an Adverse  Person);  provided,
however,  that this Agreement may not be supplemented or amended, at a time when
the Rights are not  redeemable,  to  lengthen,  pursuant to clause (iii) of this
sentence,  (A)  subject to Section 30, a time  period  (including  a time period
described  in Section  3(a)(i) or  3(a)(ii))  relating to when the Rights may be
redeemed, or (B) any other time period unless in a case described in this clause
(B) such  lengthening is for the purpose of protecting,  enhancing or clarifying
the rights of, and/or the benefits to, the holders of Rights.  Upon the delivery


                                       28
<PAGE>

of a certificate  from an appropriate  officer of the Company or, so long as any
Person is an Acquiring Person  hereunder,  from a majority of the members of the
Board which states that the proposed  supplement  or amendment is in  compliance
with  the  terms of this  Section  26,  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 Company Common Stock.

         Section  27.  Successors.  All the  covenants  and  provisions  of this
Agreement  by or for the benefit of the  Company or the Rights  Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         Section 28. Determinations and Actions by the Board of Directors,  Etc.
For all purposes of this  Agreement,  any calculation of the number of shares of
Company Common Stock outstanding at any particular time,  including for purposes
of determining the particular  percentage of such outstanding  shares of Company
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 Exchange Act
Regulations  as in effect on the date hereof.  Except as otherwise  specifically
provided  herein,  the Board shall have the  exclusive  power and  authority  to
administer  this  Agreement  and to exercise all 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 (i) to interpret the  provisions of this  Agreement,  and (ii) to make
all determinations  deemed necessary or advisable for the administration of this
Agreement.  All such actions,  calculations,  interpretations and determinations
(including,  for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board in good faith shall (x) be final,
conclusive  and binding on the  Company,  the Rights  Agent,  the holders of the
Rights  and all other  parties,  and (y) not  subject  the  Board or any  member
thereof to any liability to the holders of the Rights.

         Section 29. 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 shares of Company  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 shares of Company Common Stock).

         Section  30.  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 and the
Rights shall not then be  redeemable,  then the right of redemption set forth in
Section 23 shall be reinstated  and shall not expire until the Close of Business
on the tenth Business Day following the date of such determination by the Board.

         Section 31.  Governing Law. This Agreement,  each Right and each Rights
Certificate  issued under this Agreement  shall be governed by, and construed in
accordance  with,  the laws of the State of  Delaware  applicable  to  contracts
executed in and to be performed entirely in such State, without giving effect to
the conflicts of laws principles thereof.

         Section 32. Counterparts.  This Agreement may be executed (including by
facsimile) in one or more  counterparts,  and by the different parties hereto in
separate  counterparts,  each of which  when  executed  shall be deemed to be an


                                       29
<PAGE>

original,  but all of which taken  together  shall  constitute  one and the same
instrument.

         Section 33. Captions.  The captions contained in this Agreement are for
descriptive  purposes  only and  shall  not  affect  in any way the  meaning  or
interpretation of this Agreement.

         Section 34. Exchange.

         (a) The Company may at any time prior to the  Distribution  Date,  upon
resolution  of the Board,  exchange all or part of the then  outstanding  Rights
(which shall not include  Rights that have become void pursuant to Section 7(e))
for  shares of  Company  Common  Stock at an  exchange  ratio  specified  in the
following sentence, as appropriately  adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof. Subject to such
adjustment,  each Right may be  exchanged  for that  number of shares of Company
Common Stock  obtained by dividing the  Adjustment  Spread (as defined below) by
the then Current Market Price  (determined  pursuant to Section 11(d)) per share
of Company  Common  Stock on the earlier of (i) the Stock  Acquisition  Date and
(ii) the date on which a tender or exchange  offer by any Person (other than the
Company,  any Subsidiary of the Company, any employee benefit plan maintained by
the Company or any of its  Subsidiaries or any trustee or fiduciary with respect
to such a plan  acting in such  capacity)  is first  published  or sent or given
within the  meaning of Rule  14d-4(a) of the  Exchange  Act  Regulations  or any
successor rule, if upon consummation thereof such Person would be the Beneficial
Owner of 15% or more of the shares of  Company  Common  Stock  then  outstanding
(such exchange ratio being the "Exchange Ratio").  The "Adjustment Spread" shall
equal (x) the aggregate  market price on the date of such event of the number of
Adjustment  Units  determined  pursuant  to  Section  11(a)(ii),  minus  (y) the
Purchase Price.

         (b)  Immediately  upon the  action of the  Board,  in  accordance  with
Section  34(a),  ordering  the  exchange  of any Rights 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 Company 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  shall  state  the  method by which the
exchange of shares of Company  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)) held by each holder of Rights.

         (c) In the event  that the  number of shares of  Company  Common  Stock
which are  authorized  by the Company's  Certificate  of  Incorporation  but not
outstanding  or reserved for issuance are not  sufficient to permit any exchange
of Rights as  contemplated in accordance with this Section 34, the Company shall
take all such  action as may be  necessary  to  authorize  additional  shares of
Company  Common Stock for issuance  upon exchange of the Rights or make adequate
provision to substitute  (i) cash,  (ii) debt  securities of the Company,  (iii)
other assets,  or (iv) any  combination  of the  foregoing,  having an aggregate
value  equal to the  Adjustment  Spread,  where  such  aggregate  value has been
determined by the Board.

         (d) In  connection  with any  exchange  authorized  pursuant to Section
34(a), the Company shall not be required to issue fractions of shares of Company
Common Stock or to distribute  certificates which evidence fractional shares. In


                                       30
<PAGE>

lieu of  fractional  shares,  the Company may pay to the  registered  holders of
Rights  Certificates at the time such Rights are exchanged as herein provided an
amount  in  cash  equal  to the  same  fraction  of  the  Current  Market  Price
(determined pursuant to Section 11(d)) of one share of Company Common Stock.



                                       31
<PAGE>

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

                                        MIM CORPORATION





                                        By: /s/ Barry A. Posner
                                        --------------------------------
                                        Name:  Barry A. Posner
                                        Title: Executive Vice President
                                        and Secretary



                                        AMERICAN STOCK TRANSFER & TRUST COMPANY



                                        By: /s/ Joseph F. Wolf
                                        -------------------------------
                                        Name: Joseph F. Wolf
                                        Title: Vice President


                                       32
<PAGE>

                                                                       EXHIBIT A
                                                         TO AMENDED AND RESTATED
                                                                RIGHTS AGREEMENT

                          [Form of Rights Certificate]

Certificate No. R-_________                                   __________ Rights


         NOT EXERCISABLE AFTER NOVEMBER 24, 2012 OR EARLIER IF THE RIGHTS EXPIRE
         UNDER  CERTAIN  CIRCUMSTANCES  OR  ARE  REDEEMED  OR  EXCHANGED  BY THE
         COMPANY.  THE RIGHTS ARE  SUBJECT TO  REDEMPTION,  AT THE OPTION OF THE
         COMPANY, AT $.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE AMENDED AND
         RESTATED  RIGHTS  AGREEMENT.   UNDER  CERTAIN   CIRCUMSTANCES,   RIGHTS
         BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ADVERSE PERSON (AS SUCH
         TERMS ARE DEFINED IN THE AMENDED AND RESTATED RIGHTS AGREEMENT) AND ANY
         SUBSEQUENT  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
         REPRESENTED BY THIS  CERTIFICATE  ARE OR WERE  BENEFICIALLY  OWNED BY A
         PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ADVERSE PERSON OR AN
         AFFILIATE OR ASSOCIATE OF AN ACQUIRING  PERSON OR AN ADVERSE PERSON (AS
         SUCH TERMS ARE DEFINED IN THE AMENDED AND RESTATED  RIGHTS  AGREEMENT).
         ACCORDINGLY,  THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
         MAY BECOME VOID IN THE CIRCUMSTANCES  SPECIFIED IN SECTION 7(E) OF SUCH
         AGREEMENT.]*

                               RIGHTS CERTIFICATE

                                 MIM CORPORATION

         This certifies that ___________________________, or registered assigns,
is the registered  holder of the number of Rights set forth above, each of which
entitles the registered  holder thereof,  subject to the terms and conditions of
the Amended and Restated Rights Agreement,  dated as of December 3,  2002 (the
"Amended and Restated Rights  Agreement"),  between MIM Corporation,  a Delaware
corporation (the "Company"),  and American Stock Transfer & Trust Company, a New
York  corporation,  as Rights Agent (the "Rights  Agent"),  to purchase from the
Company at any time after the Distribution Date and prior to the Expiration Date
(each as defined in the Amended and Restated Rights Agreement), at the office of
the Rights Agent, one one-thousandth of a fully paid and non-assessable share of
Series A Junior  Participating  Preferred Stock, par value $.0001 per share (the
"Preferred Stock"), of the Company at a purchase price (the "Purchase Price") of
$20.00, in cash, per one one-thousandth of a share (each such one one-thousandth
of a share of Preferred Stock being a "Unit"),  upon  presentation and surrender
of this Rights Certificate with the Election to Purchase and related certificate
duly executed.  In certain  circumstances  described in the Amended and Restated
Rights  Agreement,  the Board may elect to issue cash, assets or other equity or
debt  securities to the holder hereof in lieu of Units.  Capitalized  terms used


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


<PAGE>

but not defined in this Rights  Certificate  that are defined in the Amended and
Restated  Rights  Agreement  shall  have the  meanings  ascribed  to them in the
Amended and Restated Rights Agreement.

         UPON  THE  OCCURRENCE  OF A  SECTION  11(A)(II)  EVENT,  IF THE  RIGHTS
EVIDENCED BY THIS RIGHTS  CERTIFICATE ARE BENEFICIALLY OWNED BY (I) AN ACQUIRING
PERSON OR AN ADVERSE  PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH  ACQUIRING
PERSON OR ADVERSE  PERSON,  (II) UNDER  CERTAIN  CIRCUMSTANCES  SPECIFIED IN THE
AMENDED AND RESTATED RIGHTS AGREEMENT, A TRANSFEREE OF ANY SUCH ACQUIRING PERSON
OR ADVERSE  PERSON,  OR ASSOCIATE OR AFFILIATE OF ANY SUCH  ACQUIRING  PERSON OR
ADVERSE PERSON,  OR (III) UNDER CERTAIN  CIRCUMSTANCES  SPECIFIED IN THE AMENDED
AND  RESTATED  RIGHTS  AGREEMENT,  A  TRANSFEREE  OF A PERSON  WHO,  AFTER  SUCH
TRANSFER,  BECAME AN ACQUIRING  PERSON OR AN ADVERSE PERSON,  OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON OR AN ADVERSE 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.

         The number of Rights  evidenced  by this  Rights  Certificate  (and the
number of Units which may be purchased  upon exercise  thereof) set forth above,
and the  Purchase  Price  set forth  above,  are  subject  to  modification  and
adjustment  upon the occurrence of certain events as provided in the Amended and
Restated Rights Agreement.

         In certain  circumstances,  the Rights evidenced hereby may entitle the
registered  holder thereof to purchase capital stock of an entity other than the
Company or receive  common stock,  cash or other assets,  all as provided in the
Amended and Restated Rights Agreement.

         This Rights Certificate is subject to all of the terms,  provisions and
conditions of the Amended and Restated Rights Agreement, which terms, provisions
and  conditions  are hereby  incorporated  herein by  reference  and made a part
hereof and to which Amended and Restated  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.  Copies of the Amended and Restated Rights Agreement
are on file at the principal  office of the Company and are  available  from the
Company upon written request and at no charge.

         This Rights  Certificate,  with or without  other Rights  Certificates,
upon  surrender at the office of the Rights Agent  designated  for such purpose,
may be exchanged for another Rights  Certificate or Rights  Certificates of like
tenor and date  evidencing an aggregate  number of Rights equal to the aggregate
number of Rights  evidenced  by the Rights  Certificate  or Rights  Certificates
surrendered.  If this  Rights  Certificate  shall  be  exercised  in  part,  the
registered 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 Amended and Restated Rights Agreement,
at any time prior to the earlier of (i) the Stock  Acquisition  Date or (ii) the
Final  Expiration Date, the Rights evidenced by this Certificate may be redeemed
by the Company, at its option, by resolution of the Board, at a redemption price
of $.0001 per Right,  payable at the Company's  option in cash,  common stock of
the Company or other  consideration,  subject to adjustment in certain events as
provided in the Amended and Restated Rights Agreement.

         No  fractional  Units 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 Amended and Restated Rights Agreement.

         No holder of this  Rights  Certificate,  as such,  shall be entitled to
vote or receive  dividends  or be deemed for any purpose the holder of Preferred
Stock  or of any  other  securities  which  may at any time be  issuable  on the
exercise hereof, nor shall anything contained in the Amended and Restated Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to


                                       2
<PAGE>

receive notice of meetings or other actions  affecting  stockholders  (except as
provided in the Amended and Restated Rights Agreement),  or to receive dividends
or subscription rights, or otherwise,  until the Rights evidenced by this Rights
Certificate  shall have been  exercised  as provided in the Amended and Restated
Rights Agreement.

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

         WITNESS the facsimile signature of the proper officers of the Company.

Dated as of _____________________________________,


ATTEST:                               MIM CORPORATION


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


Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent

By:
     ---------------------------------------
      Authorized Signatory



                                       3
<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, the undersigned hereby sells, assigns and transfers
unto


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


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

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

Dated: __________________________________,



Signature:
           -----------------------------------------------
(Sign exactly as your name appears on the
other side of this Rights Certificate)



Signature Guarantee:
                     --------------------------------




                                       4
<PAGE>


                                   Certificate

         The  undersigned  hereby  certifies by checking the  appropriate  boxes
that:

         (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
being sold,  assigned and  transferred by or on behalf of a Person who is or was
an  Acquiring  Person or an Adverse  Person or an  Affiliate or Associate of any
such  Acquiring  Person or  Adverse  Person  (as such  terms are  defined in the
Amended and Restated Rights Agreement); and

         (2) after due inquiry and to the best knowledge of the undersigned, the
undersigned  [ ] 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 Adverse Person or an Affiliate or Associate of an Acquiring  Person
or an Adverse Person.

Dated:                                               ,
       -----------------------------------------------


Signature:
           ---------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Rights Certificate)


Signature Guarantee:
                     --------------------------------



                                     Notice

         The signature to the foregoing  Assignment and related 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.

         Signatures  must  be  guaranteed  by  an  approved  eligible  financial
institution  acceptable  to the  Rights  Agent  in its sole  discretion  or by a
participant in the  Securities  Transfer  Agents  Medallion  Program,  the Stock
Exchange Medallion Program or the New York Stock Exchange Medallion Program.

         In the event the  certification  set forth above is not completed,  the
Company will deem the  beneficial  owner of the Rights  evidenced by this Rights
Certificate  to be an Acquiring  Person or an Adverse  Person or an Affiliate or
Associate thereof and, in the case of an Assignment, will affix a legend to that
effect  on  any  Rights   Certificates   issued  in  exchange  for  this  Rights
Certificate.



                                       5
<PAGE>


                          FORM OF ELECTION TO PURCHASE

                (To be executed by the registered holder if such
             holder desires to exercise the Rights evidenced by this
                               Rights Certificate)

To:  MIM CORPORATION

         The undersigned hereby irrevocably elects to exercise  ________________
Rights evidenced by this Rights  Certificate to purchase the Units issuable upon
the  exercise of the Rights (or such other  securities,  cash or property of the
Company or of any other  person  which may be issuable  upon the exercise of the
Rights) and requests that  certificates for such Units (or such other securities
which may be issuable  upon the exercise of the Rights) be issued in the name of
and delivered to:

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


--------------------------------------------------------------------------------
                                    (Please print name)


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                    (Please print address)

         If such number of Rights  shall not be all of 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)


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                    (Please print address)

Dated:
       -------------------------------------



Signature:
           ---------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Rights Certificate)



Signature Guarantee:
                     -----------------------------------------------------------


                                       6
<PAGE>


                                   Certificate

         The  undersigned  hereby  certifies by checking the  appropriate  boxes
that:

         (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
beneficially  owned or being exercised by or on behalf of a Person who is or was
an  Acquiring  Person or an Adverse  Person or an  Affiliate or Associate of any
such  Acquiring  Person or  Adverse  Person  (as such  terms are  defined in the
Amended and Restated Rights Agreement); and

         (2) after due inquiry and to the best knowledge of the undersigned, the
undersigned  [ ] 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 Adverse Person or an Affiliate or Associate of an Acquiring  Person
or an Adverse Person.

Dated:
       -------------------------------------


Signature:
           --------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Rights Certificate)


Signature Guarantee:
                     ----------------------------------------------------------



                                     Notice

         The  signature  to the  foregoing  Election  to  Purchase  and  related
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.

         Signatures  must  be  guaranteed  by  an  approved  eligible  financial
institution  acceptable  to the  Rights  Agent  in its sole  discretion  or by a
participant  in the  Security  Transfer  Agents  Medallion  Program,  the  Stock
Exchange  Medallion Program or the New York Stock Exchange  Medallion  Signature
Guarantee Program.

         In the event the  certification  set forth above is not completed,  the
Company will deem the  beneficial  owner of the Rights  evidenced by this Rights
Certificate  to be an Acquiring  Person or an Adverse  Person or an Affiliate or
Associate thereof and, in the case of an exercise of less than all of the Rights
evidenced by this Rights Certificate,  will affix a legend to that effect on any
Rights  Certificates  issued for the balance of such Rights in exchange for this
Rights Certificate.


                                       7
<PAGE>




                                                                       EXHIBIT B

                                                         TO AMENDED AND RESTATED
                                                                RIGHTS AGREEMENT

                                   SUMMARY OF
                       RIGHTS TO PURCHASE PREFERRED STOCK

         On November  24,  1998,  the Board of  Directors  (the  "Board") of MIM
Corporation (the "Company")  declared a dividend of one right ("Right") for each
outstanding  share of the  Company's  Common  Stock,  par value $.0001 per share
("Company Common Stock"),  to stockholders of record at the close of business on
December 4, 1998 (the "Record  Date") and for each share of Company Common Stock
issued (including shares distributed from the Company's treasury) by the Company
thereafter and prior to the  Distribution  Date (as defined  below).  Each Right
entitles the registered holder, subject to the terms of the Amended and Restated
Rights  Agreement  (as  defined  below),   to  purchase  from  the  Company  one
one-thousandth of a share (a "Unit") of Series A Junior Participating  Preferred
Stock,  par value $.0001 per share  ("Preferred  Stock"),  of the Company,  at a
purchase price of $20.00 per share, in cash (the "Purchase  Price"),  subject to
adjustment.  The description and terms of the Rights are set forth in an Amended
and Restated  Rights  Agreement,  dated as of December 3, 2002 (the "Amended and
Restated Rights  Agreement"),  between the Company and American Stock Transfer &
Trust Company, as Rights Agent. In general, each Unit has substantially the same
economic  attributes  and carries  substantially  the same voting  rights as one
share of Company Common Stock.

         Copies of the Amended and  Restated  Rights  Agreement  have been filed
with the  Securities  and Exchange  Commission  as exhibits to a  Post-Effective
Amendment  No. 3 to  Registration  Statement  on Form 8-A/A  dated  December  4,
2002(the  "Form  8-A/A") and are publicly  available.  Copies of the Amended and
Restated  Rights  Agreement are also  available free of charge from the Company.
This summary  description of the Rights and the Preferred Stock does not purport
to be  complete  and is  qualified  in its  entirety  by  reference  to all  the
provisions of the Amended and Restated  Rights  Agreement and the Certificate of
Designations creating the Preferred Stock,  including the definitions therein of
certain terms,  which Amended and Restated  Rights  Agreement and Certificate of
Designations are incorporated herein by reference.

         Description of the Rights

         Initially,  the Rights  will  attach to all  certificates  representing
shares of outstanding  Company Common Stock, and no separate Rights certificates
will be distributed;  the Rights will not be separately  traded. The Rights will
separate from the Company  Common Stock and the  "Distribution  Date" will occur
upon the earliest of (i) 10 business days (or,  subject to certain  limitations,
such later date as may be  determined by action of the Board prior to such time)
following a public  announcement (the date of such announcement being the "Stock
Acquisition  Date")  that (a) a person  or group  of  affiliated  or  associated
persons (an "Acquiring Person") has acquired,  obtained the right to acquire, or
otherwise obtained  beneficial  ownership of 15% or more of the then outstanding
shares of Company  Common  Stock or (b) the Board has,  in  accordance  with the
criteria  set forth in the Amended and  Restated  Rights  Agreement,  declared a
person  who  beneficially  owns at least 10% of the then  outstanding  shares of
Company  Common  Stock to be an "Adverse  Person,"  (ii) 10  business  days (or,
subject to certain  limitations,  such later date as may be determined by action
of the Board prior to such time) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of the then  outstanding  shares  of  Company  Common  Stock  and (iii) the
occurrence of a Flip-Over Event (as defined below). Until the Distribution Date,
(i) the Rights will be evidenced solely by Company Common Stock certificates and
will be transferred  with and only with such Company Common Stock  certificates,

<PAGE>

(ii) new  Company  Common  Stock  certificates  issued  after  the  Record  Date
(including  shares  distributed  from the  Company's  treasury)  will  contain a
notation  incorporating  the Amended and Restated Rights  Agreement by reference
and (iii) the  surrender for transfer of any Company  Common Stock  certificates
will also  constitute  the  transfer of the Rights  associated  with the Company
Common Stock evidenced by such certificates.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the close of  business  on  November  24,  2012  unless the Rights are
earlier redeemed or exchanged by the Company.

         As  soon  as  practicable   after  the  Distribution   Date,   separate
Certificates  evidencing the Rights  ("Rights  Certificates")  will be mailed to
holders of record of Company  Common  Stock as of the close of  business  on the
Distribution Date and,  thereafter,  the separate Rights Certificates alone will
represent the Rights.

         In the event (a "Flip-In Event") that (i) a person becomes an Acquiring
Person (other than pursuant to a Flip-Over Event (as defined  below)),  (ii) the
Board  declares  a person to be an  Adverse  Person,  (iii) the  Company  is the
surviving corporation in a merger with an Acquiring Person and shares of Company
Common Stock shall remain  outstanding,  (iv) an Acquiring Person engages in one
or more "self-dealing" transactions specified in the Amended and Restated Rights
Agreement, or (v) during such time as there is an Acquiring Person or an Adverse
Person,  an event occurs  which  results in such  Acquiring  Person's or Adverse
Person's ownership interest being increased by more than 1% (e.g., by means of a
reverse stock split or  recapitalization),  then, in each such case, each holder
of a Right will thereafter have the right to receive, upon exercise,  Units (or,
in certain  circumstances,  cash,  property or other  securities of the Company)
having a value equal to two times the exercise price of the Right.  The exercise
price is the Purchase  Price  multiplied  by the number of Units  issuable  upon
exercise of a Right prior to the Flip-In Event.  Notwithstanding  the foregoing,
following  the  occurrence  of any Flip-In  Event all Rights that are, or (under
certain  circumstances  specified in the Amended and Restated Rights  Agreement)
were,  beneficially  owned by any  Acquiring  Person or  Adverse  Person  (or by
certain related parties) will be null and void.

         For example,  at an exercise price of $100.00 per Right, each Right not
owned by an  Acquiring  Person  or an  Adverse  Person  (or by  certain  related
parties)  following a Flip-In Event would entitle its holder to purchase $200.00
worth of Units (or other  consideration,  as noted  above),  based upon its then
current  market  price  (determined  based upon the market  price of the Company
Common Stock), for $100.00. Assuming that the Company Common Stock had a current
market  price of $50.00 per share at such time,  the holder of each valid  Right
would be entitled to purchase 4 Units of Preferred Stock for $100.00.

         In the event (a  "Flip-Over  Event")  that,  at any time  following the
Stock  Acquisition  Date,  (i) the  Company  is  acquired  in a merger  or other
business   combination   transaction  and  the  Company  is  not  the  surviving
corporation,  (ii) any person consolidates or merges with the Company and all or
part of the Company Common Stock is converted or exchanged for securities,  cash
or property of any other Person, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred,  then, in each such case, each holder of a
Right (except Rights which previously have been voided as described above) shall
thereafter  have the  right  to  receive,  upon  exercise,  common  stock of the
Acquiring  Person  or  Adverse  Person  having a value  equal to two  times  the
exercise price of the Right.

         The Purchase  Price  payable,  and the number of Units  issuable,  upon
exercise  of the Rights are subject to  adjustment  from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,  combination
or reclassification of, the Company Common Stock, (ii) if holders of the Company
Common Stock are granted  certain  rights or warrants to  subscribe  for Company
Common Stock or convertible  securities at less than the current market price of

<PAGE>

the Company Common Stock,  or (iii) upon the  distribution to the holders of the
Company  Common Stock of evidences of  indebtedness,  cash or assets  (excluding
regular  quarterly cash dividends) or of subscription  rights or warrants (other
than those referred to above).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price.  The Company is not required to issue  fractional Units of Company Common
Stock.  In lieu  thereof,  an adjustment in cash may be made based on the market
price of the Company Common Stock prior to the date of exercise.

         At any time prior to the Distribution  Date, except as described below,
the  Company  may  redeem the  Rights in whole,  but not in part,  at a price of
$.0001 per Right (the  "Redemption  Price"),  subject to  adjustment  in certain
events, payable, at the election of the Board, in cash, shares of Company Common
Stock  or  such  other  form  of  consideration  as  the  Board  may  determine.
Immediately  upon  effectiveness  of  the  action  of  the  Board  ordering  the
redemption  of the Rights,  the Rights will  terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

         At any time prior to the  Distribution  Date,  the Company may exchange
the Rights (other than Rights owned by an Acquiring Person or an Adverse Person,
or an affiliate or an  associate  of an Acquiring  Person or an Adverse  Person,
which will have become void),  in whole or in part, for shares of Company Common
Stock at an exchange  ratio  determined  as provided in the Amended and Restated
Rights Agreement.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. Following exercise, the holder's rights will be
determined by the type of consideration received upon the exercise. Although the
distribution  of the Rights  should not be  taxable  to  stockholders  or to the
Company,  stockholders may, depending upon the circumstances,  recognize taxable
income in the  event  that the  Rights  become  exercisable  for Units (or other
consideration) or are exchanged as provided in the preceding paragraph.

         The  provisions  of the Amended and Restated  Rights  Agreement  may be
amended  without the approval of the holders of Company Common Stock at any time
prior to the Distribution  Date. After the Distribution  Date, the provisions of
the Amended and Restated  Rights  Agreement  may be amended in order to cure any
ambiguity,  defect or  inconsistency,  to make  changes  which do not  adversely
affect the  interests  of  holders of Rights  (excluding  the  interests  of any
Acquiring Person or Adverse  Person),  or to shorten or lengthen any time period
under the Amended and Restated  Rights  Agreement;  provided,  however,  that no
amendment to adjust the time period  governing  redemption may be made after the
Rights are no longer redeemable.




<PAGE>




                                                                       EXHIBIT C

                                                         TO AMENDED AND RESTATED
                                                                RIGHTS AGREEMENT

                                     FORM OF
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                                 MIM CORPORATION

         MIM CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         That,  pursuant to authority conferred upon the Board of Directors (the
"Board")  of  the  Corporation  by  its  Certificate  of  Incorporation  and  in
accordance  with  Section  151 of the  General  Corporation  Law of the State of
Delaware (the "DGCL"), the Board, on November 24, 1998 duly adopted a resolution
fixing the voting powers,  designations,  preferences  and rights  relating to a
series of preferred stock as follows:

         "RESOLVED,  that the  Board  authorizes  the  issuance  of a series  of
preferred stock  consisting of 250,000 shares,  par value $.0001 per share,  and
the Board  fixes the voting  powers,  designations,  preferences  and  relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions of such preferences  and/or rights, of the shares of that series
as follows:

         Section 1. Designation and Amount; Preference Shares.

         (a) The  shares  of the  series  will be  designated  Series  A  Junior
Participating  Preferred Stock ("Series A Preferred Stock"). The total number of
authorized  shares of the series will be 250,000  shares,  par value  $.0001 per
share.

         (b) Each share of Series A Preferred Stock shall be subdivided into and
issuable in fractions of one one-thousandth  (1/1,000) of a share. Each such one
one-thousandth of a share of Series A Preferred Stock is hereinafter referred to
as a "Unit."

         Section 2. Dividends and Distributions.

         (a)  Subject  to the prior and  superior  rights of the  holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred  Stock with  respect to  dividends,  each holder of a Unit
shall be entitled to receive, when, as and if declared by the Board out of funds
legally  available  for that  purpose,  quarterly  dividends  payable in cash to
holders  of  record  on the last  business  day of March,  June,  September  and
December in each year (each such date being  referred to herein as a  "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a Unit of Series A Preferred Stock, in an amount per
Unit  (rounded  to the  nearest  cent)  equal to the greater of (a) $0.25 or (b)
subject to the provision for adjustment hereinafter set forth, the aggregate per
share amount of all cash dividends  declared on shares of the common stock,  par
value  $.0001  per  share,  of  the  Company  (the  "Common  Stock")  since  the
immediately  preceding  Quarterly Dividend Payment Date, or, with respect to the
first  Quarterly  Dividend  Payment Date,  since the first issuance of a Unit of
Series A Preferred  Stock,  and (ii)  subject to the  provision  for  adjustment
hereinafter set forth,

<PAGE>

quarterly  distributions  (payable in kind) on each Quarterly  Dividend  Payment
Date in an  amount  per Unit  equal to the  aggregate  per  share  amount of all
non-cash  dividends  or other  distributions  declared on shares of Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or with respect
to the first  Quarterly  Dividend  Payment Date,  since the first  issuance of a
Unit. In the event the Corporation shall at any time following November 24, 1998
(the "Rights Declaration Date") (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding  Common Stock or (iii)
combine the  outstanding  Common Stock into a smaller number of shares,  then in
each such case the amount to which holders of Units of Series A Preferred  Stock
were entitled  immediately prior to such event under clause (b) of the preceding
sentence  shall be adjusted by  multiplying  each such amount by a fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         (b) The  Corporation  shall declare a dividend or distribution on Units
of the Series A Preferred  Stock as provided in paragraph  (a) above at the time
it declares a dividend or distribution on the Common Stock;  provided,  however,
that in the event no dividend or  distribution  shall have been  declared on the
Common Stock during the period between any Quarterly  Dividend  Payment Date and
the next  subsequent  Quarterly  Dividend  Payment Date, a dividend of $0.25 per
Unit on the  Series A  Preferred  Stock  shall  nevertheless  be payable on such
subsequent Quarterly Dividend Payment Date.

         (c) No dividend or distribution shall be paid or payable to the holders
of shares of  Common  Stock  unless,  prior  thereto,  all  accrued  but  unpaid
dividends to the date of such dividend or  distribution  shall have been paid to
the holders of Units of Series A Preferred Stock.

         (d)  Dividends  shall  begin  to  accrue  and  be  cumulative  on  each
outstanding  Unit from the Quarterly  Dividend  Payment Date next  preceding the
date of issue of such  Unit,  unless  the date of issue of such Unit is prior to
the record date for the first  Quarterly  Dividend  Payment  Date, in which case
dividends  on such Unit  shall  begin to  accrue  from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of Units of Series A
Preferred  Stock  entitled  to receive a  quarterly  dividend  and  before  such
Quarterly  Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on Units in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such Units shall be allocated pro rata on a Unit-by-Unit  basis among
all such Units at the time outstanding.  The Board may fix a record date for the
determination  of holders of Units entitled to receive  payment of a dividend or
distribution  declared thereon,  which record date shall be no more than 60 days
prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of Units shall have the following
voting rights:

         (a) Subject to the provision for adjustment hereinafter set forth, each
Unit shall entitle the holder thereof to one vote on all matters  submitted to a
vote of the stockholders of the Corporation.  In the event the Corporation shall
at any time following the Rights  Dividend  Declaration  Date (i) declare or pay
any dividend on Common Stock payable in shares of Common Stock,  (ii)  subdivide
the  outstanding  shares of Common  Stock or (iii)  combine or  consolidate  the
outstanding shares of Common Stock into a smaller number of shares, then in each
such case the number of votes per share to which  holders of Units were entitled
immediately  prior to such event shall be adjusted by multiplying such number by
a  fraction  the  numerator  of which is the  number of  shares of Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.



                                       2
<PAGE>

         (b) Except as otherwise provided herein or by law, the holders of Units
and the  holders of shares of Common  Stock and any other  capital  stock of the
Corporation having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

         (c) (i) Whenever,  at any time or times,  dividends payable on any Unit
or Units shall be in arrears in an amount  equal to at least two full  quarterly
dividends  (whether or not declared and whether or not consecutive),  the number
of Directors then constituting the entire Board shall automatically be increased
by 2 and the holders of record of the outstanding Units and holders of any other
shares of Preferred Stock of the Corporation ranking on a parity with the Series
A Preferred  Stock shall have the exclusive  right,  voting together as a single
class,  to elect  two  directors  of the  Corporation  at a special  meeting  of
stockholders of the  Corporation to fill such  newly-created  directorships.  At
elections for such directors, the holders of Units shall be entitled to cast one
vote for each Unit held.

         (ii) So long as any Units are  outstanding,  the number of Directors of
the Corporation shall at all times be such that the exercise,  by the holders of
shares of Series A Preferred  Stock and the holders of shares of Preferred Stock
on a parity  therewith,  of the right to elect Directors under the circumstances
provided  in  paragraph  (iii) of this  subclause  (c) will not  contravene  any
provision  of the  General  Corporation  Law of the  State  of  Delaware  or the
Certificate of Incorporation of the Corporation. Any director elected by holders
of Units  pursuant  to this  Section  may be  removed  at any  annual or special
meeting,  by vote of a majority of the  stockholders  who elected such  director
voting as a class,  with or without cause. In case any vacancy shall occur among
the directors  elected by the holders of Units  pursuant to this  Section,  such
vacancy may be filled by the  remaining  director so elected,  or his  successor
then in office,  and the  director so elected to fill such  vacancy  shall serve
until the next meeting of stockholders for the election of directors.  After the
holders of Units  shall have  exercised  their right to elect  directors  in any
default  period  and  during  the  continuance  of such  period,  the  number of
directors  shall not be further  increased  or  decreased  except by vote of the
holders  of Units as herein  provided  or  pursuant  to the rights of any equity
securities ranking senior to or pari passu with the Series A Preferred Stock.

         (iii) The right of the holders of Units,  voting separately as a class,
to elect two members of the Board as aforesaid  shall continue  until,  and only
until,  such time as all arrears in dividends  (whether or not  declared) on the
Units shall have been paid or declared and set apart for payment,  at which time
such  right  shall  terminate,  except as herein or by law  expressly  provided,
subject to reinvesting in the event of each and every subsequent  default of the
character  above-mentioned.  Upon any termination of the right of the holders of
the  Units as a class to vote for  directors  as  herein  provided,  the term of
office of all directors  then in office elected by the holders of Units pursuant
to this Section shall terminate immediately.  Whenever the term of office of the
directors  elected  by the  holders  of Units  pursuant  to this  Section  shall
terminate  and the special  voting powers vested in the holders of the Preferred
Stock pursuant to this Section shall have expired, the maximum number of members
of the Board shall be such  number as may be provided  for in the By-laws of the
Corporation,  irrespective  of any increase made  pursuant to the  provisions of
this Section.

         (d) Except as set forth herein,  holders of Units shall have no special
voting rights and their consent shall not be required (except to the extent they
are  entitled  to vote with  holders of Common  Stock as set forth  herein)  for
taking any corporate action.

         Section 4. Certain Restrictions.

         (a) Whenever  quarterly  dividends or other dividends or  distributions
payable on the Units as provided in herein are in arrears,  thereafter and until
all accrued and unpaid dividends and distributions,  whether or not declared, on
outstanding  Units  outstanding  shall have been paid in full,  the  Corporation
shall not:



                                       3
<PAGE>

         (i) declare or pay  dividends on, make any other  distributions  on, or
redeem or purchase or otherwise  acquire for  consideration  any shares of stock
ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Series A Preferred Stock;

         (ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred  Stock,  except dividends
paid  ratably  on the Units and all such  parity  stock on which  dividends  are
payable or in arrears in proportion to the total amounts to which the holders of
all such Units and all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration  shares
of any stock  ranking on a parity  (either as to dividends or upon  liquidation,
dissolution or winding up) with the Series A Preferred Stock; provided, however,
that the  Corporation  may at any time  redeem,  purchase or  otherwise  acquire
shares  of any such  parity  stock in  exchange  for  shares of any stock of the
Corporation  ranking  junior  (either  as  to  dividends  or  upon  dissolution,
liquidation or winding up) to the Series A Preferred Stock; or

         (iv) purchase or otherwise acquire for consideration any Units,  except
in  accordance  with a purchase  offer made in  writing  or by  publication  (as
determined  by the Board) to all holders of such  Units,  upon such terms as the
Board,  after  consideration  of the respective  annual dividend rates and other
relative  rights and  preferences  of the respective  series and classes,  shall
determine in good faith will result in fair and  equitable  treatment  among the
respective series or classes.

         (b) The Corporation  shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for consideration any Units or shares of stock
of the  Corporation  unless the Corporation  could,  under paragraph (a) of this
Section,  purchase or otherwise acquire such Units or shares at such time and in
such manner.

         Section 5. Reacquired Units. Any Units purchased or otherwise  acquired
by the  Corporation  in any manner  whatsoever  shall be retired  and  cancelled
promptly  after the  acquisition  thereof.  All such  Units  shall,  upon  their
cancellation,  become  authorized  but unissued  fractional  shares of Preferred
Stock  and may be  reissued  as part of a new  series of  Preferred  Stock to be
created by resolution or resolutions of the Board, subject to the conditions and
restrictions on issuance set forth herein.

         Section 6. Liquidation, Dissolution or Winding Up.

         (a) Upon any voluntary  liquidation,  dissolution  or winding up of the
Company,  no  distribution  shall be made (i) to the  holders of shares of stock
ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Series A Preferred Stock unless,  prior thereto,  the holders
of Units shall have received $1.00 per Unit, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"),  or (ii) to the holders
of stock  ranking  on a parity  (either  as to  dividends  or upon  liquidation,
dissolution  or  winding  up)  with  the  Series  A  Preferred   Stock,   except
distributions  made  ratably on the Series A Preferred  Stock and all other such
parity stock in proportion to the total amounts to which the holders of all such
shares  are  entitled  upon  such   liquidation,   dissolution  or  winding  up.
Thereafter,  the  holders of Units  shall be  entitled  to receive an  aggregate
amount per Unit, subject to the provision for adjustment  hereinafter set forth,
equal to the  aggregate  amount to be  distributed  per share to the  holders of


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<PAGE>

Common  Stock.  In the event the Company shall at any time after the date hereof
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  or  the
outstanding  shares of Common Stock (by  reclassification  or otherwise)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
aggregate  amount to which holders of Units were entitled  immediately  prior to
such event under the preceding  sentence shall be adjusted by  multiplying  such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

         (b) In the  event,  however,  that  there  are  not  sufficient  assets
available to permit  payment in full of the Series A Liquidation  Preference and
the  liquidation  preferences  of all other series of Preferred  Stock,  if any,
which rank on a parity with the Series A Preferred  Stock,  then such  remaining
assets  shall be  distributed  ratably to the holders of such  parity  shares in
proportion to their respective liquidation preferences.

         Section 7. Consolidation,  Merger, Etc. In case the Company shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares of Common  Stock are  exchanged  for or  converted  into  other  stock or
securities,  cash  and/or  any other  property,  then in any such case the Units
shall at the same time be similarly  exchanged  for or converted  into an amount
per Unit (subject to the provision for adjustment  hereinafter  set forth) equal
to the aggregate  amount of stock,  securities,  cash and/or any other  property
(payable  in kind),  as the case may be,  into  which or for which each share of
Common Stock is converted or  exchanged.  In the event the Company  shall at any
time (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii)  subdivide the  outstanding  Common Stock or (iii) combine the  outstanding
Common Stock into a smaller number of shares,  then in each such case the amount
set forth in the  preceding  sentence with respect to the exchange or conversion
of Units  shall be  adjusted  by  multiplying  such  amount  by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         Section  8.  Redemption.  The  Units  shall  not be  redeemable  by the
Company;  provided,  however,  that the foregoing shall not limit the ability of
the Company to purchase or otherwise deal in such Units to the extent  otherwise
permitted hereby and by law.

         Section 9. Ranking.  The Series A Preferred  Stock shall rank junior to
all other series of the Company's  Preferred  Stock (whether with or without par
value) as to the payment of dividends and the distribution of assets, unless the
terms of any such series shall provide otherwise.

         Section 10. Amendment. Neither this Certificate of Designations nor the
Certificate of  Incorporation  of the Company may be amended in any manner which
would  materially  alter or change the powers,  preferences or special rights of
the  Series A  Preferred  Stock  so as to  affect  them  adversely  without  the
affirmative vote of the holders of a majority or more of the outstanding  Units,
voting separately as a class.

Section 11. Fractional  Shares.  Series A Preferred Stock may be issued in Units
or other  fractions  of a share,  which  Units or  fractions  shall  entitle the
holder,  in proportion to such holder's Units or fractional  shares, to exercise
voting rights,  receive dividends,  participate in distributions and to have the
benefit of all other rights of holders of Series A Preferred Stock.


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