RIGHTS AGREEMENT

                               by and between

                              ACTIVISION, INC.

                                     and

                 CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

                               as Rights Agent

                              _________________

                                 Dated as of

                               April 18, 2000




<PAGE>
                              TABLE OF CONTENTS
                                                                         Page

Section 1.     Certain Definitions . . . . . . . . . . . . . . . . . . . . .1
Section 2.     Appointment of Rights Agent . . . . . . . . . . . . . . . . .6
Section 3.     Issuance of Right Certificates. . . . . . . . . . . . . . . .6
Section 4.     Form of Right Certificates. . . . . . . . . . . . . . . . . .8
Section 5.     Countersignature and Registration . . . . . . . . . . . . . .9
Section 6.     Transfer, Split Up, Combination and Exchange of Right
               Certificates; Mutilated, Destroyed, Lost or Stolen Right
               Certificates. . . . . . . . . . . . . . . . . . . . . . . . .9
Section 7.     Exercise of Rights; Exercise Price; Expiration Date of
               Rights; Invalidation of Certain Rights. . . . . . . . . . . 10
Section 8.     Cancellation and Destruction of Right Certificates. . . . . 12
Section 9.     Reservation and Availability of Shares of Preferred Stock . 13
Section 10.    Preferred Stock Record Date . . . . . . . . . . . . . . . . 14
Section 11.    Adjustment of Exercise Price, Number of Shares or Number
               of Rights . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 13.    Consolidation, Merger or Sale or Transfer of Assets or
               Earning Power . . . . . . . . . . . . . . . . . . . . . . . 20
Section 14.    Fractional Rights and Fractional Shares . . . . . . . . . . 24
Section 15.    Rights of Action. . . . . . . . . . . . . . . . . . . . . . 25
Section 16.    Agreement of Right Holders. . . . . . . . . . . . . . . . . 25
Section 17.    Right Certificate Holder Not Deemed a Stockholder . . . . . 26
Section 18.    Concerning the Rights Agent . . . . . . . . . . . . . . . . 26
Section 19.    Merger or Consolidation of, or Change in Name of, the
               Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . 27
Section 20.    Duties of Rights Agent. . . . . . . . . . . . . . . . . . . 27
Section 21.    Change of Rights Agent. . . . . . . . . . . . . . . . . . . 29
Section 22.    Issuance of New Right Certificates. . . . . . . . . . . . . 30
Section 23.    Redemption. . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 24.    Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 25.    Notice of Proposed Actions. . . . . . . . . . . . . . . . . 32
Section 26.    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 27.    Supplements and Amendments. . . . . . . . . . . . . . . . . 34
Section 28.    Successors. . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 29.    Benefits of this Agreement. . . . . . . . . . . . . . . . . 34
Section 30.    Governing Law . . . . . . . . . . . . . . . . . . . . . . . 35
Section 31.    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 35
Section 32.    Descriptive Headings. . . . . . . . . . . . . . . . . . . . 35
Section 33.    Severability. . . . . . . . . . . . . . . . . . . . . . . . 35
Section 34.    Determinations and Actions by the Board of Directors. . . . 35


Exhibit A -    Summary of Rights
Exhibit B -    Form of Right Certificate
Exhibit C -    Form of Certificate of Designation of Series A Junior
               Preferred Stock

                              RIGHTS AGREEMENT


     Rights Agreement (this "Agreement"), dated as of April 18, 2000, by and
between Activision, Inc., a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company, a limited trust organized under
the laws of the State of New York (the "Rights Agent").

                            W I T N E S S E T H :

     WHEREAS, on April 13, 2000, the Board of Directors of the Company,
authorized the issuance of, and declared, a dividend payable in one right (a
"Right") for each Common Share, $0.000001 par value per share ("Common
Stock"), of the Company outstanding as of close of business on April 19, 2000
(the "Record Date"), each such Right representing the right to purchase one
one-hundredth of a Series A Junior Preferred Share of the Company ("Preferred
Stock") having the rights and preferences set forth in the form of
Certificate of Designations attached hereto as Exhibit C duly adopted by the
Board of Directors on April 13, 2000, upon the terms and subject to the
conditions hereinafter set forth; and

     WHEREAS, the Board of Directors of the Company further authorized the
issuance of one Right (subject to adjustment) with respect to each share of
Common Stock which may be issued between the Record Date and the earliest to
occur of the Distribution Date, the Expiration Date or the Final Expiration
Date (as such terms are hereinafter defined); provided, however, that Rights
may be issued with respect to shares of Common Stock that shall become
outstanding after the Distribution Date and prior to the Expiration Date in
accordance with Section 22 hereof;

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

     Section 1.     Certain Definitions.  For purposes of this Agreement, the
following terms shall have the meanings provided by this Section 1, any
capitalized term defined in this Section 1 and used in the following
definitions having the meaning provided by this Section 1:

          (a)  "Acquiring Person" shall mean any Person who or which,
     together with all Affiliates and Associates of such Person, shall be the
     Beneficial Owner of 15% or more of the Voting Stock of the Company then
     outstanding; provided, however, that an Acquiring Person shall not
     include (i) an Exempt Person or any Affiliate or Associate of an Exempt
     Person; (ii) any Person who or which, together with all Affiliates and
     Associates of such Person, would be an Acquiring Person solely by reason
     of (A) being the Beneficial Owner of shares of Voting Stock of the
     Company, the Beneficial Ownership of which was acquired by such Person
     (together with all Affiliates and Associates of such Person) pursuant to
     any action or transaction or series of related actions or transactions
     approved by the Board of Directors before such Person (together with all
     Affiliates and Associates of such Person) otherwise became an Acquiring
     Person or (B) a reduction in the number of issued and outstanding shares
     of Voting Stock of the Company pursuant to a transaction or a series of
     related transactions approved by the Board of Directors of the Company;
     provided, further, that in the event a Person described in this clause
     (ii) does not become an Acquiring Person by reason of subclause (A) or
     (B) of this clause (ii), such Person nonetheless shall become an
     Acquiring Person in the event such Person (together with all Affiliates
     and Associates of such Person) thereafter acquires Beneficial Ownership
     of an additional 1% of the Voting Stock of the Company, unless the
     acquisition of such additional Voting Stock results from one or more
     actions or transactions approved by the Board of Directors of the
     Company; or (iii) any Person who, as of the date hereof, together with
     all Affiliates and Associates of such Person, was the Beneficial Owner
     of 15% or more of the Voting Stock of the Company outstanding as of such
     date; provided, further, that any Person described in this clause (iii)
     shall become an Acquiring Person if (A) such Person, together with all
     Affiliates and Associates of such Person, after the date hereof,
     acquires Beneficial Ownership of an additional 1% or more of the Voting
     Stock or (B) such Person, together with all Affiliates and Associates of
     such Person, after the date hereof, reduces its Beneficial Ownership of
     the Voting Stock to less than 15% of the outstanding Voting Stock and
     thereafter acquires Beneficial Ownership of 15% or more of the
     outstanding Voting Stock, unless in the case of clause (A) or (B) such
     acquisition of Voting Stock was pursuant to a transaction described in
     clauses (ii)(A) or (ii)(B) above; provided, further, that in the event
     such Person described in clause (iii) (A) or (B) above does not become
     an Acquiring Person by reason of clauses (ii)(A) or (ii)(B) above, such
     Person nonetheless shall become an Acquiring Person in the event such
     Person (together with all Affiliates and Associates of such Person)
     thereafter acquires Beneficial Ownership of an additional 1% of the
     Voting Stock of the Company, unless the acquisition of such Voting Stock
     would not result in such Person becoming an Acquiring Person by reason
     of such clauses (ii)(A) or (ii)(B) above.  Notwithstanding the
     foregoing, if the Board of Directors of the Company determines in good
     faith that a Person who would otherwise be an "Acquiring Person" as
     defined pursuant to the foregoing provisions of this paragraph (a) has
     become such inadvertently, and such Person divests as promptly as
     practicable (as determined in good faith by the Board of Directors) a
     sufficient number of shares of Common Stock so that such Person would no
     longer be an "Acquiring Person" as defined pursuant to the foregoing
     provisions of this paragraph (a), then such Person shall not be deemed
     an "Acquiring Person" for any purposes of this Agreement.

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

          (c)  "Associate" of a Person shall mean (i) with respect to a
     corporation, any officer or director thereof or any Associate of any
     Subsidiary thereof, or any Beneficial Owner of 10% or more of any class
     of equity security thereof, (ii) with respect to an association, any
     officer or director thereof or any Associate of a Subsidiary thereof,
     (iii) with respect to a partnership, any general partner thereof or any
     limited partner thereof who is, directly or indirectly, the Beneficial
     Owner of a 10% ownership interest therein, and any Associate of any
     Subsidiary thereof, (iv) with respect to a limited liability company,
     any manager or managing member thereof and any Beneficial Owner of 10%
     or more or any class of membership interest therein or other equity
     security thereof, and any Associate of any Subsidiary thereof, (v) with
     respect to a business trust, any officer or trustee thereof or any
     Associate of any Subsidiary thereof, (vi) with respect to any other
     trust or an estate, any trustee, executor or similar fiduciary and any
     Person who has a 15% or greater interest as a beneficiary in the income
     from or principal of such trust or estate, (vii) with respect to a
     natural person, the parents and children thereof and any spouse or
     relative thereof, or any relative of such spouse, who has the same home
     as such person, and (viii) any Affiliate of such Person.

          (d)  A person shall be deemed the "Beneficial Owner" of, or to
     "Beneficially Own", any securities (and correlative terms shall have
     correlative meanings):

               (i)  which such Person or any of such Person's Affiliates or
          Associates beneficially owns, directly or indirectly, for purposes
          of Section 13(d) of the Exchange Act and Regulations 13D and 13G
          thereunder (or any comparable or successor law or regulation), in
          each case as in effect on the date hereof; or

               (ii) which such Person or any of such Person's Affiliates or
          Associates has (A) the right to acquire (whether such right is
          exercisable immediately or only after the passage of time or the
          fulfillment of a condition or both) pursuant to any agreement,
          arrangement or understanding, whether written or otherwise, or upon
          the exercise of conversion rights, exchange rights, other rights
          (other than the Rights), warrants or options, or otherwise;
          provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "Beneficially Own", securities
          tendered pursuant to a tender or exchange offer made by such Person
          or any of such Person's Affiliates or Associates until such
          tendered securities are accepted for purchase or exchange or (B)
          the right to vote, alone or in concert with others, pursuant to any
          agreement, arrangement or understanding (whether or not in
          writing); provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "Beneficially Own", any securities if
          the agreement, arrangement or understanding to vote such security
          (1) arises solely from a revocable proxy or consent given in
          response to a proxy or consent solicitation made pursuant to, and
          in accordance with, the applicable rules and regulations under the
          Exchange Act and (2) is not at the time reportable by such Person
          on a Schedule 13D report under the Exchange Act (or any comparable
          or successor report), other than by reference to a proxy or consent
          solicitation being conducted by such Person; or

               (iii)     which are beneficially owned, directly or
          indirectly, by any other Person with which such Person or any of
          such Person's Affiliates or Associates has any agreement,
          arrangement or understanding (whether or not in writing) for the
          purpose of acquiring, holding, voting (except as described in
          clause (B) of subparagraph (ii) of this paragraph (d)) or disposing
          of any securities of the Company; provided, however, that for
          purposes of determining Beneficial Ownership of securities under
          this Agreement, officers and directors of the Company solely by
          reason of their status as such shall not constitute a group
          (notwithstanding that they may be Associates of one another or may
          be deemed to constitute a group for purposes of Section 13(d) the
          Exchange Act) and shall not be deemed to own shares owned by
          another officer or director of the Company.

          Notwithstanding anything in this definition of Beneficial Ownership
     to the contrary, a Person engaged in the business of underwriting
     securities shall not be deemed the "Beneficial Owner" of, or to
     "Beneficially Own," any securities acquired or otherwise beneficially
     owned in good faith in a firm commitment underwriting until the
     expiration of forty days after the date of the sale of securities to the
     public pursuant to such firm commitment underwriting.

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

          (f)  "Close of Business" on any given date shall mean 5:00 P.M.,
     New York 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.

          (g)  "Common Stock" when used with reference to the Company shall
     collectively mean the Common Stock of the Company as defined in the
     first recital hereof and any other common stock of the Company into or
     for which it is changed, converted or exchanged.  "Common Stock" when
     used with reference to any Person other than the Company which shall be
     organized in corporate form shall mean the capital shares or other
     equity security having of all classes of capital shares or equity
     securities of such corporation the greatest aggregate voting power in
     the election of directors.  "Common Stock" when used with reference to
     any Person which shall not be organized in corporate form shall mean
     units of beneficial interest in the profits or losses of such Person or
     other equity security of such Person having of all classes of equity
     securities of such Person the greatest aggregate voting power in the
     election of the directors, trustees, managers or other Persons
     performing like governance functions for such Person.

          (h)  "Company" shall have the meaning provided at the beginning
     hereof; provided, however, that "Company" shall also include any
     successors to the Company as provided by Section 28 hereof and shall
     mean a Principal Party as provided by Section 13(a) hereof.

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

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

          (k)  "Exempt Person" shall mean (i) the Company, (ii) any
     Subsidiary of the Company, or (iii) any employee benefit plan or
     employee stock plan of the Company or any Subsidiary of the Company, or
     any trust or other entity organized, appointed, established or holding
     Voting Stock for or pursuant to the terms of any such plan.

          (l)  "Exercise Price" shall have the meaning set forth in Section 4
     hereof.

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

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

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

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

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

          (r)  "Right Certificate" shall have the meaning set forth in
     Section 3(d) hereof.

          (s)  "Spread" shall mean the excess of (1) the value of the shares
     of Preferred Stock issuable upon the exercise of a Right in accordance
     with Section 11(a)(ii) over (2) the Exercise Price in effect at the time
     of determination of the Spread.

          (t)  "Stock Acquisition Date" shall mean the first date on which
     there shall be a public announcement by the Company or an Acquiring
     Person that an Acquiring Person has become such (which, for purposes of
     this definition, shall include, without limitation, a report filed
     pursuant to Section 13(d) of the Exchange Act) or such earlier date as a
     majority of the Board of Directors of the Company shall become aware of
     the existence of an Acquiring Person as confirmed by action of the Board
     of Directors of the Company taken by the affirmative vote of a majority
     of the Board of Directors.

          (u)  "Subsidiary" of a Person shall mean any Person of which
     securities or other ownership interests having voting power sufficient
     to elect a majority of the board of directors or other persons
     performing similar functions are beneficially owned, directly or
     indirectly, by such Person or by any corporation or other entity that is
     otherwise controlled by such Person.

          (v)  "Summary of Rights" shall have the meaning set forth in
     Section 3(a) hereof.

          (w)  "Trading Day" shall have the meaning set forth in Section
     11(d) hereof.

          (x)  "Transfer Tax" shall mean any tax or charge, including any
     documentary stamp tax, imposed or collected by any governmental or
     regulatory authority in respect of any transfer of any security,
     instrument or right, including the Rights, shares of the Common Stock
     and shares of the Preferred Stock.

          (y)  "Voting Stock" shall mean (i) the Common Stock of the Company
     and (ii) any other shares of capital stock of the Company entitled to
     vote generally in the election of directors or entitled generally to
     vote together with the Common Stock in respect of a merger,
     consolidation, sale of all or substantially all of the Company's assets,
     liquidation, dissolution or winding up.  For purposes of this Agreement,
     a stated percentage of the Voting Stock shall mean a number of shares of
     the Voting Stock as shall equal in voting power that stated percentage
     of the total voting power of the then outstanding shares of Voting Stock
     in the election of a majority of the Board of Directors of the Company
     or in respect of a merger, consolidation, sale of all or substantially
     all of the Company's assets, liquidation, dissolution or winding up.

Any determination required to be made by the Board of Directors of the
Company for purposes of applying the definitions contained in this Section 1
shall be made by a majority of the Board of Directors in its good faith
judgment, which determination shall be binding on the Rights Agent and the
holders of the Rights.

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

     Section 3.     Issuance of Right Certificates.

          (a)  On the Record Date (or as soon as practicable thereafter), the
Company or the Rights Agent shall send a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit A (the "Summary of
Rights"), by first class mail, postage prepaid, to each record holder of the
Common Stock as of the Record Date, at the address of such holder shown on
the records of the Company.

          (b)  Until the close of business on the day which is the earlier of
(i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business
Day (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than an Exempt Person) of,
or the first public announcement of the intent of any Person (other than an
Exempt Person) to commence, a tender or exchange offer upon the successful
consummation of which such Person would be the Beneficial Owner of 15% or
more of the then outstanding shares of Voting Stock of the Company (including
any such date which is after the date of this Agreement and prior to the
issuance of the Rights; the earlier of such dates being herein referred to as
the "Distribution Date"), (x) the Rights shall be evidenced by the
certificates for Common Stock registered in the names of the holders of
Common Stock (together with, in the case of certificates for Common Stock
outstanding as of the Record Date, the Summary of Rights) and not by separate
Right certificates and the record holders of such certificates for Common
Stock shall be the record holders of the Rights represented thereby and (y)
each Right shall be transferable only simultaneously and together with the
transfer of a share of Common Stock (subject to adjustment as hereinafter
provided).  Until the Distribution Date (or, if earlier, the Expiration Date
or Final Expiration Date), the surrender for transfer of any certificate for
Common Stock shall constitute the surrender for transfer of the Right or
Rights associated with the Common Stock evidenced thereby, whether or not
accompanied by a copy of the Summary of Rights.

          (c)  Rights shall be issued in respect of all shares of Common
Stock that become outstanding after the Record Date but prior to the earliest
of the Distribution Date, the Expiration Date or the Final Expiration Date.
Certificates for Common Stock (including, without limitation, certificates
issued upon original issuance, disposition from the Company's treasury or
transfer or exchange of Common Stock) after the Record Date but prior to the
earliest of the Distribution Date, the Expiration Date, or the Final
Expiration Date shall have impressed, printed, written or stamped thereon or
otherwise affixed thereto the following legend:

          This certificate also evidences and entitles the holder hereof
     to the same number of Rights (subject to adjustment) as the number
     of shares of Common Stock represented by this certificate, such
     Rights being on the terms provided under the Rights Agreement
     between Activision, Inc. and Continental Stock Transfer & Trust
     Company (the "Rights Agent"), dated as of April 18, 2000, as it may
     be amended from time to time (the "Agreement"), the terms of which
     are incorporated herein by reference and a copy of which is on file
     at the principal executive offices of Activision, Inc.  Under
     certain circumstances, as set forth in the Agreement, such Rights
     shall be evidenced by separate certificates and shall no longer be
     evidenced by this certificate.  Activision, Inc. shall mail to the
     registered holder of this certificate a copy of the Agreement
     without charge after receipt of a written request therefor.  As
     provided in Section 7(e) of the Agreement, Rights issued to or
     Beneficially Owned by Acquiring Persons or their Affiliates or
     Associates (as such terms are defined in the Agreement) or any
     subsequent holder of such Rights shall be null and void and may not
     be exercised by or transferred to any Person.

With respect to such certificates containing the foregoing legend, until the
Distribution Date the Rights associated with the Common Stock represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate, except as otherwise provided
herein, shall also constitute the transfer of the Rights associated with the
Common Stock represented thereby.  In the event that the Company purchases or
otherwise acquires any Common Stock after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock shall be
deemed canceled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Stock which are no longer
outstanding.  Notwithstanding this paragraph (c), the omission of a legend
shall not affect the enforceability of any part of this Agreement or the
rights of any holder of the Rights.

          (d)  As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if
requested, send), by first class mail, postage prepaid, to each record holder
of the Common Stock as of the close of business on the Distribution Date, as
shown by the records of the Company, at the address of such holder shown on
such records, a certificate in the form provided by Section 4 hereof (a
"Right Certificate"), evidencing one Right (subject to adjustment as provided
herein) for each share of Common Stock so held.  As of and after the
Distribution Date, the Rights shall be evidenced solely by Right Certificates
and may be transferred by the transfer of the Right Certificate as permitted
hereby, separately and apart from any transfer of one or more shares of
Common Stock.

     Section 4.     Form of Right Certificates.  The Right Certificates (and
the forms of election to purchase shares, certificate and assignment to be
printed on the reverse thereof), when, as and if issued, shall be
substantially in the form set forth in Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or
endorsements printed thereon as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Common Stock or the Rights may
from time to time be listed or as the Company may deem appropriate to conform
to usage or otherwise and as are not inconsistent with the provisions of this
Agreement.  Subject to the provisions of Section 22 hereof, Right
Certificates evidencing Rights whenever issued, (i) shall be dated as of the
date of issuance of the Rights they represent and (ii) subject to adjustment
from time to time as provided herein, on their face shall entitle the holders
thereof to purchase such number of one one-hundredths of a share (including
fractional shares which are integral multiples of one-hundredth of a share)
of Preferred Stock as shall be set forth thereon at the price per one
one-hundredth of a share of Preferred Stock payable upon exercise of a Right
provided by Section 7(b) hereof, as the same may from time to time be
adjusted as provided herein (the "Exercise Price").

     Section 5.     Countersignature and Registration.

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

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

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

          (a)   Subject to the provisions of Section 7(e), 7(f) and 14 hereof,
at any time after the Close of Business on the Distribution Date, and at or
prior to the Close of Business on the earlier of the Expiration Date or the
Final Expiration Date, any Right Certificate (other than Right Certificates
representing Rights that have become void pursuant to Section 11(a)(i) hereof
or that have been exchanged pursuant to Section 24 hereof), may be (i)
transferred or (ii) split up, combined or exchanged for one or more other
Right Certificates, entitling the registered holder to purchase a like number
of one one-hundredths of a share of Preferred Stock as the Right Certificate
or Rights Certificates surrendered then entitled such holder to purchase.
Any registered holder desiring to transfer, split up, combine or exchange any
Right Certificate shall surrender the Right Certificate at the office of the
Rights Agent designated for the surrender of Right Certificates with the form
of certificate and assignment on the reverse side thereof duly endorsed (or
enclose with such Right Certificate a written instrument of transfer in form
satisfactory to the Company and the Rights Agent), duly executed by the
registered holder thereof or his attorney duly authorized in writing, and
with such signature duly guaranteed.  Any registered holder desiring to split
up, combine or exchange any Right Certificate shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right
Certificate to be split up, combined or exchanged at the office of the Rights
Agent designated therefor.  Thereupon, the Rights Agent shall countersign and
deliver to the person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested.  The Company may require
payment of a sum sufficient to cover any Transfer Tax that may be imposed in
connection with any transfer, split up, combination or exchange of any Right
Certificates.

          (b)  Subject to the provisions of Section 7(e), 7(f) and 14 hereof,
at any time after the Distribution Date and prior to the Expiration Date,
upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them and, if requested by the Company,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, or upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company shall cause a new Right
Certificate of like tenor to be issued and delivered to the registered owner
in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

     Section 7.     Exercise of Rights; Exercise Price; Expiration Date of
Rights; Invalidation of Certain Rights.

          (a)  The Rights shall not be exercisable until, and shall become
exercisable on, the Distribution Date (unless otherwise provided herein,
including, without limitation, the restrictions on exercisability set forth
in Section 7(e) and 24(b) hereof).  Except as otherwise provided herein, the
Rights may be exercised, in whole or in part, at any time commencing with the
Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase and certificate on the reverse side thereof duly
executed (with signatures duly guaranteed), to the Rights Agent at the
designated office of the Rights Agent  in New York, together with payment of
the Exercise Price for each Right exercised (as the same may have been
adjusted as hereinafter provided), at or prior to the Close of Business on
the earlier of (i) April 18, 2010 (the "Final Expiration Date") or (ii) the
date on which the Rights are redeemed as provided in Section 23 hereof or the
date on which the Rights are exchanged as provided in Section 24 hereof (such
earlier date being herein referred to as the "Expiration Date").

          (b)  The Exercise Price shall initially be $40.00 for each one one-
hundredth (1/100) of a share of Preferred Stock issued pursuant to the
exercise of a Right.  The Exercise Price and the number of one one-hundredths
of a share of Preferred Stock or other securities or property to be acquired
upon exercise of a Right shall be subject to adjustment from time to time as
provided in Sections 11 and 13 hereof.  The Exercise Price shall be payable
in lawful money of the United States of America, in accordance with paragraph
(c) below.

          (c)  Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights with the form of election to
purchase and certificate duly executed, accompanied by payment by certified
check, cashier's check, bank draft or money order payable to the Company or
the Rights Agent of the Exercise Price for the shares of Preferred Stock to
be purchased and an amount equal to any applicable Transfer Tax required to
be paid by the holder of the Right Certificate in accordance with
Section 9(e) hereof, the Rights Agent shall thereupon promptly
(i) requisition from any transfer agent of the Preferred Stock of the Company
one or more certificates representing the number of shares of Preferred Stock
to be so purchased, and the Company hereby authorizes and directs such
transfer agent to comply with all such requests, (ii) as provided in Section
14(b), at the election of the Company, cause depositary receipts to be issued
in lieu of fractional shares of Preferred Stock, (iii) if the election
provided for in the immediately preceding clause (ii) has not been made,
requisition from the Company the amount of cash to be paid in lieu of the
issuance of fractional shares (other than fractions that are integral
multiples of one one-hundredth of a share) in accordance with Section 14(b)
hereof, (iv) after receipt of such Preferred Stock certificates and, if
applicable, depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder and (v) when
appropriate, after receipt, promptly deliver such cash to or upon the order
of the registered holder of such Right Certificate; provided, however, that
in the case of a purchase of securities other than Preferred Stock, pursuant
to Section 13 hereof, the Rights Agent shall promptly take the appropriate
actions corresponding in such case to that referred to in the foregoing
clauses (i) through (v) of this Section 7(c).  Notwithstanding the foregoing
provisions of this Section 7(c), the Company may suspend the issuance of
shares of Preferred Stock and other securities upon exercise of a Right for a
reasonable period, not in excess of 90 days, during which the Company seeks
to register under the Securities Act of 1933, as amended (the "Act"), and any
applicable securities law of any other jurisdiction, the shares of Preferred
Stock or other securities to be issued pursuant to the Rights; provided,
however, that nothing contained in this Section 7(c) shall relieve the
Company of its obligations under Section 9(d) hereof.  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.

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

          (e)  Notwithstanding any provision of this Agreement to the
contrary, from and after the time (the "invalidation time") when any Person
first becomes an Acquiring Person, any Rights that are Beneficially Owned by
(x) such Acquiring Person (or any Associate or Affiliate of such Acquiring
Person), (y) a transferee of such Acquiring Person (or any such Associate or
Affiliate) who becomes a transferee after the invalidation time or (z) a
transferee of such Acquiring Person (or any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the invalidation time
pursuant to either (I) a transfer from the Acquiring Person (or any such
Associate or Affiliate) to holders of its equity securities or to any Person
with whom it has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (II) a transfer which the Board of
Directors has determined is part of a plan, arrangement or understanding
which has the purpose or effect of avoiding the provisions of this Section
7(e), and subsequent transferees of such Persons referred to in clause (y)
and (z) above, shall be null and void without any further action and any
holder of such Rights shall thereafter have no rights whatsoever with respect
to such Rights under any provision of this Agreement.  No Right Certificate
shall be issued pursuant to Section 3 hereof that represents Rights
beneficially owned by an Acquiring Person or any Affiliate or Associate
thereof whose Rights would be null and void pursuant to the provisions of
this Section 7(e); no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person (or an Affiliate or Associate
of such Acquiring Person) whose Rights would be null and void pursuant to the
provisions of this Section 7(e) or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
(or an Associate or Affiliate of such Acquiring Person) whose Rights would be
void pursuant to the provisions of this Section 7(e) shall be cancelled.  The
Company shall use all reasonable efforts to ensure that the provisions of
this Section 7(e) are complied with, but shall have no liability to any
holder of Right Certificates or any other Person as a result of its failure
to make any determination with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder.

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

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

     Section 9.     Reservation and Availability of Shares of Preferred
Stock.

          (a)  The Company covenants and agrees that it will cause to be
reserved and kept available out of the authorized and unissued shares of
preferred stock of the Company or out of authorized and issued shares of
Preferred Stock held in its treasury, such number of shares of Preferred
Stock as will from time to time be sufficient to permit the exercise in full
of all outstanding Rights.

          (b)  The Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares of Preferred
Stock issued or reserved for issuance in accordance with this Agreement to be
listed, upon official notice of issuance, upon the principal national
securities exchange, if any, upon which the Common Stock is listed or, if the
principal market for the Common Stock is not on any national securities
exchange, to be eligible for quotation in the National Association of
Securities Dealers' Automated Quotation System or any successor thereto or
other comparable quotation system.

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

          (d)  The Company shall use its best efforts to (i) file, as soon as
practicable following the occurrence of the event described in Section
11(a)(ii), or as soon as is required by law following the Distribution Date,
as the case may be, a registration statement under the Act, with respect to
the shares of Preferred Stock purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective
as soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act) until the earlier of (a) the date as of which the
Rights are no longer exercisable for Preferred Stock and (b) the earlier of
the Expiration Date and the Final Expiration Date.  The Company may
temporarily suspend, for a period of time not to exceed ninety days, the
issuance of shares of Preferred Stock upon exercise of a Right in order to
prepare and file a registration statement under the Act and permit it to
become effective.  The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the
Rights.  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 and until a
registration statement under the Act (if required) shall have been declared
effective.

          (e)  The Company covenants and agrees that it will pay when due and
payable any and all federal and state Transfer Taxes which may be payable in
respect of the issuance or delivery of the Right Certificates or of any
shares of Preferred Stock issued or delivered upon the exercise of Rights.
The Company shall not, however, be required to pay any Transfer Tax which may
be payable in respect of any transfer or delivery of a Right Certificate to a
Person other than, or the issuance or delivery of certificates for Preferred
Stock upon exercise of Rights in a name other than that of, the registered
holder of the Right Certificate, and the Company shall not be required to
issue or deliver a Right Certificate or certificate for Preferred Stock to a
Person other than such registered holder until any such Transfer Tax shall
have been paid (any such Transfer Tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has been established
to the Company's satisfaction that no such Transfer Tax is due.

          (f)  The requirements of this Section 9 shall apply to shares of
Common Stock of the Company if the Company has elected in accordance with
Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of
Preferred Stock that otherwise may be purchased upon the exercise of Rights.

     Section 10.    Preferred Stock Record Date.  Each Person in whose name
any certificate for shares of Preferred Stock is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record
of the Preferred Stock represented thereby on, and such certificate shall be
dated as of, the date upon which the Right Certificate evidencing such Rights
was duly surrendered and payment of the Exercise 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 transfer books
of the Company are closed, such Person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated as of,
the next succeeding Business Day on which the Preferred Stock transfer books
of the Company are open.

     Section 11.    Adjustment of Exercise Price, Number of Shares or Number
of Rights.  The Exercise Price, the number of shares of Preferred Stock which
may be purchased upon exercise of a Right and the number of Rights
outstanding are subject to adjustment from time to time as provided in this
Section 11.

          (a)  (i)  In the event the Company shall at any time after the date
     of this Agreement (A) pay a dividend on the Preferred Stock payable in
     shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock
     into a greater number of shares, (C) combine the outstanding Preferred
     Stock into a smaller number of shares or (D) issue any shares of its
     capital stock in a reclassification of the Preferred Stock (including
     any such reclassification in connection with a consolidation or merger
     in which the Company is the continuing or surviving corporation), the
     Purchase Price in effect immediately prior to the record date for such
     dividend or the effective date of such subdivision, combination or
     reclassification, and the number and kind of shares of Preferred Stock
     or other capital stock issuable on such date shall be proportionately
     adjusted so that each holder of a Right shall (except as otherwise
     provided herein, including Section 7(e)) thereafter be entitled to
     receive, upon exercise thereof at the Purchase Price in effect
     immediately prior to such date, the aggregate number and kind of shares
     of Preferred Stock or other capital stock, as the case may be, which, if
     such Right had been exercised immediately prior to such date and at a
     time when the applicable transfer books of the Company were open, such
     holder would have been entitled to receive upon such exercise and by
     virtue of such dividend, subdivision, combination or reclassification.
     If an event occurs which requires 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) If any Person, alone or together with its Affiliates and
     Associates, shall, at any time after the date of this Agreement, become
     an Acquiring Person, then proper provision shall promptly be made so
     that each holder of a Right shall (except as otherwise provided herein,
     including Section 7(e)) thereafter be entitled to receive, upon exercise
     thereof at a price equal to the then current Purchase Price, in lieu of
     Preferred Stock, such number of duly authorized, validly issued, fully
     paid and nonassessable shares of Common Stock of the Company (such
     shares being referred to herein as the "Adjustment Shares") as shall be
     equal to the result obtained by dividing

                    (x)  the product obtained by multiplying the then current
          Purchase Price by the number of one one-hundredths of a share of
          Preferred Stock for which a Right is then exercisable by

                    (y)  50% of the then current market price (determined
          pursuant to Section 11(d)(i)) per share of Common Stock on the
          Stock Acquisition Date.

               (iii)     In the event that the number of shares of Common
     Stock which are authorized by the Company's certificate of incorporation
     but not outstanding or reserved for issuance 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), or should the Board of
     Directors so elect, the Company shall, with respect to each Right, make
     adequate provision to substitute for the Adjustment Shares, upon payment
     of the Purchase Price then in effect, (A) (to the extent available)
     Common Stock and then, (B) (to the extent available) other equity
     securities of the Company which are essentially equivalent to shares of
     Common Stock in respect to dividend, liquidation and voting rights (such
     securities being referred to herein as "common stock equivalents") and
     then, if necessary, (C) other equity or debt securities of the Company,
     cash or other assets, a reduction in the Purchase Price or any
     combination of the foregoing, having an aggregate value (based upon the
     advice of a nationally recognized investment banking firm) equal to the
     value of the Adjustment Shares; provided that (x) the Company may, and
     (y) if the Company shall not have made adequate provision as required
     above to deliver value within 30 days following the later of the first
     occurrence of an event described in Section 11(a)(ii) and the first date
     that the right to redeem the Rights pursuant to Section 23 shall expire,
     then the Company shall be obligated to, deliver, upon the surrender for
     exercise of a Right and without requiring payment of the Purchase Price,
     (1) (to the extent available) Common Stock and then (2) (to the extent
     available) common stock equivalents and then, if necessary, (3) other
     equity or debt securities of the Company, cash or other assets or any
     combination of the foregoing, having an aggregate value (based upon the
     advice of a nationally recognized investment banking firm) equal to the
     excess of the value of the Adjustment Shares over the Purchase Price. To
     the extent that the Company determines that some action is to be taken
     pursuant to the preceding sentence, 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 30-day period set forth above in order to
     decide the appropriate form and value of any consideration to be
     delivered as referred to in the preceding sentence. If any such
     suspension occurs, the Company shall issue a public announcement, and
     shall deliver to the Rights Agent a statement, 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, and deliver to the Rights Agent a statement, so stating. For
     purposes of this Section 11(a)(iii), the value of the Common Stock shall
     be the current market price per share of Common Stock (as determined
     pursuant to Section 11(d)) on the date of the first occurrence of an
     event described in Section 11(a)(ii); any common stock equivalent shall
     be deemed to have the same value as the Common Stock on such date; and
     the value of other securities or assets shall be determined pursuant to
     Section 11(d).

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

          (c)  In case the Company shall fix a record date for the making of
a distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness, equity securities other than Preferred Stock, assets (other
than a regular periodic cash dividend out of the earnings or retained
earnings of the Company) or rights, options or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price (as determined pursuant to Section 11(d))
per share of Preferred Stock on such record date, less the value (as
determined pursuant to Section 11(d)) of such evidences of indebtedness,
equity securities, assets, rights, options or warrants so to be distributed
with respect to one share of Preferred Stock and the denominator of which
shall be such current market price per share of Preferred Stock; provided,
however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of
capital stock of the Company issuable upon exercise of one Right. Such
adjustment shall be made successively whenever such a record date is fixed,
and if such distribution is not so made, 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.

          (d)  (i)  For the purpose of any computation hereunder, the
"current per share market price" of any security (a "Security" for the
purpose of this Section 11(d)(i)) on any date shall be deemed to be the
average of the daily closing prices per share of such Security for the 30
consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that in the event that the current per
share market price of the Security is determined during a period following
the announcement by the issuer of such security of (A) a dividend or
distribution on such Security payable in shares of such Security or
securities convertible into such shares, or (B) any subdivision, combination
or reclassification of such Security and prior to the expiration of 30
Trading Days after the ex-dividend date for such dividend or distribution, or
the record date for such subdivision, combination or reclassification, then,
and in each such case, the current per share market price shall be
appropriately adjusted to reflect the current market price per share
equivalent of such Security.  The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Security is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Security is listed or
admitted to trading or, if the Security is not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Security
selected by the Board of Directors of the Company.  The term "Trading Day"
shall mean a day on which the principal national securities exchange on which
the Security is listed or admitted to trading is open for the transaction of
business or, if the Security is not listed or admitted to trading on any
national securities exchange, a Business Day.

               (ii) For the purpose of any computation hereunder, the
"current per share market price" of a share of Common Stock shall be
determined in accordance with the method set forth in Section 11(d)(i).  If
the Common Stock is not publicly listed or traded, "current per share market
price" shall mean the fair value per share as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent.

          (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 that
any adjustments which by reason of this Section 11(e) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the
nearest cent or to the nearest ten-thousandth of a share of Common Stock or
other share or one-millionth of a share of Preferred Stock, as the case may
be.

          (f)  If at any time, as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a), the holder of any Right shall be entitled
to receive upon exercise of such Right any shares of capital stock other than
Preferred Stock, thereafter the number of such other shares so receivable
upon exercise of any Right and the Purchase Price thereof shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Stock contained
in Section 11(a), 11(b), 11(c), 11(e), 11(g), 11(h), 11(i), 11(j), 11(k) and
11(m), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the
Preferred Stock shall apply on like terms to any such other shares.

          (g)  All Rights originally issued by the Company subsequent to any
adjustment made hereunder shall evidence the right to purchase, at the
adjusted Purchase Price then in effect, the then applicable number of one
one-hundredths of a share of Preferred Stock and other capital stock of the
Company issuable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

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

          (j)  Irrespective of any adjustment or change in the Purchase Price
or the number of one one-hundredths of a share of Preferred Stock issuable
upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price per one
one-hundredth of a share and the number of shares which were expressed in the
initial Right Certificates issued hereunder.

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

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

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

          (n)  Notwithstanding anything in this Agreement to the contrary, if
at any time after the date hereof and prior to the Distribution Date the
Company shall (i) pay a dividend on the outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock into a larger number of shares or (iii) combine the outstanding Common
Stock into a smaller number of shares, the number of Rights associated with
each share of Common Stock then outstanding, or issued or delivered
thereafter as contemplated by Section 3(c), shall be proportionately adjusted
so that the number of Rights thereafter associated with each share of Common
Stock following any such event shall equal the result obtained by multiplying
the number of Rights associated with each share of Common Stock immediately
prior to such event by a fraction the numerator of which shall be the total
number of shares of Common Stock outstanding immediately prior to the
occurrence of the event and the denominator of which shall be the total
number of shares of Common Stock outstanding immediately following the
occurrence of such event.

     Section 12.    Certification of Adjustment.  Whenever an adjustment is
made as provided in Section 11, 13, 23 or 24, the Company shall (a) promptly
prepare a certificate setting forth such adjustment, and a brief statement of
the facts giving rise to such adjustment, (b) promptly file with the Rights
Agent and with each transfer agent for the Preferred Stock a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 26.  Notwithstanding the foregoing
sentence, the failure of the Company to make such certification or give such
notice shall not affect the validity of or the force or effect of the
requirement for such adjustment.  Any adjustment to be made pursuant to
Section 11, 13 or 23(c) of this Agreement shall be effective as of the date
of the event giving rise to such adjustment.  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 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, at any time after the time that any Person
becomes an Acquiring Person, (x) the Company shall, directly or indirectly,
consolidate with, or merge with and into, any other Person or Persons and the
Company shall not be the surviving or continuing corporation of such
consolidation or merger, or (y) any Person or Persons shall, directly or
indirectly, consolidate with, or merge with and into, the Company, and the
Company shall be the continuing or surviving Company of such consolidation or
merger and, in connection with such consolidation or merger, all or part of
the outstanding shares of Common Stock shall be changed or converted into or
exchanged for stock or other securities of any other Person or of the Company
or cash or any other property, or (z) the Company or one or more of its
Subsidiaries shall, directly or indirectly, sell or otherwise transfer to any
other Person in one or more 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), then, on the first occurrence of any such
event, proper provision shall be made so that (i) each holder of record of a
Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive, upon the exercise thereof at a price equal to the then
current Exercise Price multiplied by the number of one one-hundredths of a
share of Preferred Stock for which a Right is then exercisable, in accordance
with the terms of this Agreement and in lieu of shares of Preferred Stock,
such number of shares of validly issued, fully paid, non-assessable and
freely tradeable Common Stock of the Principal Party (as defined in Section
13(b) hereof), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall equal the result obtained by
(1) multiplying the then current Exercise Price by the number of one one-
hundredths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (2) 50% of the current per share
market price (determined pursuant to Section 11 (d)) of the Common Stock of
such Principal Party on the date of the consummation, merger, sale or
transfer; provided, however, that the Exercise Price (as adjusted) and the
number of shares of Common Stock of such Principal Party so receivable upon
exercise of a Right shall be subject to further adjustment as appropriate in
accordance with Section 11 hereof to reflect any events occurring in respect
of the Common Stock of such Principal Party after the occurrence of such
consolidation, merger, sale or transfer; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" for all purposes of this
Agreement shall thereafter be deemed to refer to such Principal Party; (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
accordance with the provisions of Section 9 hereof applicable to the
reservation of Preferred Stock) in connection with such consummation as may
be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its shares of
Common Stock thereafter deliverable upon the exercise of the Rights;
provided, however, that, upon the subsequent occurrence of any merger,
consolidation, sale of all or substantially all of the 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 Exercise Price, such cash, shares, rights, warrants and other
property which such holder would have been entitled to receive had it, at the
time of such transaction, owned the shares of 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) hereof shall
be of no effect following the occurrence of any event described in clause
(x), (y) or (z) above of this Section 13(a).

          (b)  "Principal Party" shall mean

               (i)  in the case of any transaction described in clause (x) or
          (y) of the first sentence of Section 13(a) hereof:  (A) the Person
          that is the issuer of the securities into which shares of Common
          Stock of the Company are changed or otherwise exchanged or
          converted in such merger or consolidation, or, if there is more
          than one such issuer, the issuer of the Common Stock of which has
          the greatest market value or (B) if no securities are so issued,
          (I) the Person that is the other party to the merger or
          consolidation and that survives such merger or consolidation, or,
          if there is more than one such Person, the Person the Common Stock
          of which has the greatest market value or (II) 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 in Section 13(a), the Person that is the party
          receiving the greatest portion of the assets or earning power
          transferred pursuant to such transaction or transactions, or, if
          each Person that is a party to such transaction or transactions
          receives the same portion of the assets or earning power so
          transferred or if the Person receiving the greatest portion of the
          assets or earning power cannot be determined, whichever of such
          Persons as is the issuer of Common Stock having the greatest market
          value of shares outstanding;

provided, however, that in any such case, if the Common Stock of such Person
is not at such time and has not been continuously over the preceding 12-month
period registered under Section 12 of the Exchange Act, then (1) if such
Person is a direct or indirect Subsidiary of another Person the Common Stock
of which is and has been so registered, the term "Principal Party" shall
refer to such other Person, or (2) if such Person is a Subsidiary, directly
or indirectly, of more than one Person, the Common Stocks of all of which are
and have been so registered, the term "Principal Party" shall refer
to whichever of such Persons is the issuer of the Common Stock having the
greatest market value of shares outstanding, or (3) if such Person is owned,
directly or indirectly, by a joint venture formed by two or more Persons that
are not owned, directly or indirectly, by the same Person, the rules set
forth in clauses (1) and (2) above shall apply to each of the owners having
an interest in the venture as if the Person owned by the joint venture was a
Subsidiary of both or all of such joint venturers, and the Principal Party in
each such case shall bear the obligations set forth in this Section 13 in the
same ratio as its interest in such Person bears to the total of such
interests.

          (c)  The Company shall not consummate any consolidation, merger or
sale or transfer of assets or earning power referred to in Section 13(a)
unless the Principal Party shall have a sufficient number of authorized
shares of its Common Stock that have not been issued or reserved for issuance
to permit exercise in full of all Rights in accordance with this Section 13
and unless prior thereto the Company and the Principal Party involved therein
shall have executed and delivered to the Rights Agent an agreement confirming
that the Principal Party shall, upon consummation of such consolidation,
merger or sale or transfer of assets or earning power, assume this Agreement
in accordance with Section 13(a) hereof and that all rights of first refusal
or preemptive rights in respect of the issuance of shares of Common Stock of
the Principal Party upon exercise of outstanding Rights have been waived and
that such transaction shall not result in a default by the Principal Party
under this Agreement, and further providing that, as soon as practicable
after the date of any consolidation, merger or sale or transfer of assets or
earning power referred to in Section 13(a) hereof, the Principal Party will:

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

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

               (iii)     deliver to holders of the Rights historical
          financial statements for the Principal Party which comply in all
          respects with the requirements for registration on Form 10 (or any
          successor form) under the Exchange Act.  In the event that any of
          the transactions described in Section 13(a) hereof shall occur at
          any time after the occurrence of a transaction described in Section
          11(a)(ii) hereof, the Rights which have not theretofore been
          exercised shall, subject to the provisions of Section 7(e) hereof,
          thereafter be exercisable in the manner described in Section 13(a);
          and

               (iv) obtain waivers of any rights of first refusal or
          preemptive rights in respect of the Common Stock of the Principal
          Party subject to purchase upon exercise of outstanding Rights.

          (d)  In case 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 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 per share market price (as 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 per share market price (as
determined pursuant to Section 11(d)) (other than to holders of Rights
pursuant to this Section 13) or (ii) providing for any special tax or similar
payment in connection with the issuance to any holder of a Right of 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 canceled,
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 Company covenants and agrees that it shall not, at any
time after any Person becomes an Acquiring Person, enter into any transaction
of the type described in clauses (x) through (z) of the first sentence of
Section 13(a) hereof if (i) at the time of or immediately after such
consolidation, merger, sale, transfer or other transaction there are any
rights, warrants or other instruments or securities outstanding or agreements
in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights, (ii) prior to, simultaneously
with or immediately after such consolidation, merger, sale, transfer or other
transaction, the stockholders of the Person who constitutes, or would
constitute, the Principal Party for purposes of Section 13(a) hereof shall
have received a distribution of Rights previously owned by such Person or any
of its Affiliates or Associates or (iii) the form or nature of organization
of the Principal Party would preclude or limit the exercisability of the
Rights.

     Section 14.    Fractional Rights and Fractional Shares.

          (a)  The Company shall not be required to issue fractions of Rights
or to distribute Right Certificates which evidence fractional Rights (i.e.,
Rights to acquire less than one one-hundredth of a share of Preferred Stock),
unless such fractional Rights result from a transaction referred to in
Section 11(a)(i) or 11(f) hereof.  If the Company shall determine not to
issue such fractional Rights, then, in lieu of such fractional Rights, there
shall be paid to the holders of record of the Right Certificates with regard
to which such fractional Rights would otherwise be issuable, an amount in
cash equal to the same fraction of the current market price of a whole Right.
For the purposes of this Section 14(a), the current market value of a whole
Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading on the new
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading or,
if the Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter market, as
reported by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the Rights selected by the Board of Directors of the
Company.  If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith
by the Board of Directors of the company shall be used.

          (b)  The Company shall not be required to issue fractions of shares
of Preferred Stock (other than fractions that are integral multiples of one
one-hundredth of a share) upon exercise of the Rights or to distribute
certificates which evidence fractional shares (other than fractions that are
integral multiples of one one-hundredth of a share).  In lieu of issuing
fractions of shares of Preferred Stock, the Company may, at its election,
issue depositary receipts evidencing fractions of shares pursuant to an
appropriate agreement between the Company and a depositary selected by it,
provided that such agreement shall provide that the holders of such
depositary receipts shall have all of the rights, privileges and preferences
to which they would be entitled as owners of the Preferred Stock.  With
respect to fractional shares that are not integral multiples of one one-
hundredth of a share, if the Company does not issue such fractional shares or
depositary receipts in lieu thereof, there shall be paid to the holders of
record of Right Certificates at the time such Right Certificates are
exercised as herein provided an amount in cash equal to the same fraction of
the current per share market price (determined pursuant to Section 11(d)) of
a share of Preferred Stock.

          (c)  The holder of a Right by the acceptance of a Right expressly
waives his right to receive any fractional Right or any fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share) upon exercise of a Right.

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

     Section 16.    Agreement of Right Holders.  Each 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 shall be evidenced
     by the certificates for Common Stock registered in the name of the
     holders of Common Stock (together, as applicable, with the Summary of
     Rights), which certificates for Common Stock shall also constitute
     certificates for Rights, and not by separate Right Certificates, and
     each Right shall be transferable only simultaneously and together with
     the transfer of shares of Common Stock;

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

          (c)  the Company and the Rights Agent may deem and treat the Person
     in whose name the Right Certificate (or, prior to the Distribution Date,
     the associated Common Stock certificate) is registered as the absolute
     owner thereof and of the Rights evidenced thereby (notwithstanding any
     notations of ownership or writing on the Right Certificates or the
     associated Common 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 shall be affected by any notice to the
     contrary.

     Section 17.    Right Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Preferred Stock or any
other securities which may at any time be issuable on the exercise of the
Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder or other
securityholder of the Company or of a securityholder of any other Person 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 securityholder action, or to receive notice of meetings
or other actions affecting stockholders or securityholders (except as
provided in Section 25 hereof), or to receive dividends or subscription
rights, or otherwise, except in any such case the rights, if any, in respect
thereof provided by this Agreement, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof for such stock or other security.

     Section 18.    Concerning the Rights Agent.

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

          (b)  The Rights Agent shall be protected against, and shall incur
no liability for or in respect of, any action taken, suffered or omitted by
it in connection with its administration of this Agreement in reliance upon
any Right Certificate or certificate for 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 be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons.

     Section 19.    Merger or Consolidation of, or Change in Name of, the
Rights Agent.

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

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

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

          (a)  The Rights Agent may consult with legal counsel (who may be an
employee of or outside legal counsel for the Company or the Rights Agent),
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
be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chairman of the Board,
Chief Executive Officer, President or any Vice President and by the Treasurer
or any Assistant Treasurer or the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent.  Any such certificate shall be
full authorization to the Rights Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such
certificate.

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

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

          (e)  The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Right Certificate; nor shall it be responsible for any adjustment required
under the provisions of Section 11 or 13 hereof or responsible for the
manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after
receipt of a certificate describing any such adjustment); nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Preferred Stock or other
security to be delivered pursuant to the exercise of any Right or as to
whether any shares of Preferred Stock or other security will, when issued, be
validly authorized and issued, fully paid and nonassessable.

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

          (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, Chief Executive Officer, President or any Vice
President or the Secretary or the 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 or for any
delay in acting while waiting for those instructions.  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 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 three Business Days after the date any 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 shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were
not the Rights Agent under this Agreement.  Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or for any
other legal entity.

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

          (j)  If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate contained in the form
of assignment or the form of election to purchase set forth on the reverse
thereof, as the case may be, has not been completed to certify the holder is
not an Acquiring Person (or an Affiliate or Associate thereof), a Rights
Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.

     Section 21.    Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock and the Preferred Stock by registered
or certified mail.  The Company may remove the Rights Agent or any successor
Rights Agent (with or without cause) upon 30 days' notice in writing, mailed
to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Stock and the Preferred Stock by registered
or certified 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 such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who
shall, with such notice, submit his Right Certificate for inspection by the
Company), then the incumbent Rights Agent or the holder of record of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of any
state thereof, in good standing, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to
supervision or examination in the conduct of its corporate trust or stock
transfer business by federal or state authorities and which has at the time
of its appointment as Rights Agent a combined capital and surplus of at least
$50,000,000 or (b) an Affiliate controlled by or under common control with
one or more corporations described in clause (a) of this sentence.  After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed, but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the
effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the
Common Stock and Preferred Stock, and mail a notice thereof in writing to the
registered holders of the Right Certificates.  Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.
Notwithstanding the foregoing provisions, in the event of resignation,
removal or incapacity of the Rights Agent, the Company shall have the
authority to act as the Rights Agent until a successor Rights Agent shall
have assumed the duties of the Rights Agent hereunder.

     Section 22.    Issuance of New Right Certificates.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Exercise Price per share and the number or kind
or class of shares of stock or other securities or property purchasable under
the Right Certificates made in accordance with the provisions of this
Agreement.  In addition, in connection with the issuance or sale of Voting
Stock following the Distribution Date and prior to the Expiration Date, the
Company may with respect to shares of Voting Stock so issued or sold pursuant
to (i) the exercise of stock options, (ii) under any employee plan or
arrangement, (iii) upon the exercise, conversion or exchange of securities,
notes or debentures issued by the Company or (iv) a contractual obligation of
the Company, in each case existing prior to the Distribution Date, issue
Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale.

     Section 23.    Redemption.

          (a)  The Company may, at its option, but only by the vote of a
majority of the Board of Directors, redeem all but not less than all of the
then outstanding Rights at any time prior to the Close of Business on the
tenth day following the Stock Acquisition Date at a redemption price of $.01
per Right, subject to adjustment as provided in Section 23(c) hereof (the
"Redemption Price").  The redemption of the Rights by the Board of Directors
may be made effective at such time after the Board's action to redeem the
Rights on such basis and subject to such conditions, as the Board of
Directors in its discretion may establish.

          (b)  Without any further action and without any notice, the right
to exercise the Rights will terminate effective at the time so designated by
action of the Board of Directors ordering the redemption of the Rights and
the only right thereafter of the holders of Rights shall be to receive the
Redemption Price.  Within 10 days after the effective time of the action of
the Board of Directors ordering the redemption of the Rights, the Company
shall give notice of such redemption to the holders of the then outstanding
Rights by mailing such notice to all such holders at their last addresses as
they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common
Stock.  Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice.  Each notice of
redemption will state the method by which the payment of the Redemption Price
will be made.  At the option of the Board of Directors, the Redemption Price
may be paid in cash to each Rights holder or by the issuance of shares (and,
at the Company's election pursuant to Section 14(b) hereof, cash or
depositary receipts in lieu of fractions of shares other than fractions which
are integral multiples of one one-hundredth of a share) of Preferred Stock or
Common Stock having a current market price equal to such cash payment.

          (c)  In the event the Company shall at any time after the date of
this Agreement but before the Distribution Date (A) pay any dividend on
Common Stock in shares of Common Stock, (B) subdivide or split the
outstanding shares of Common Stock into a greater number of shares or (C)
combine or consolidate the outstanding shares of Common Stock into a smaller
number of shares or effect a reverse split of the outstanding shares of
Common Stock and as a consequence thereof the number of Rights outstanding
shall change, then, and in each such event, the Redemption Price may, by
action of the Board of Directors of the Company in its discretion, be
appropriately adjusted in respect of such transaction so as to maintain the
aggregate Redemption Price of all Rights after such transaction at the same
amount, insofar as practicable, as before the transaction.

     Section 24.    Exchange.

          (a)  The Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, exchange all or part
of the then outstanding and exercisable Rights (which shall not include
Rights that have become null and void pursuant to the provisions of Section
7(e) hereof) by exchanging for each such Right a number of shares of Common
Stock at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such amount per Right being
hereinafter referred to as the "Exchange Ratio").  Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than an Exempt Person), together
with all Affiliates and Associates of such Person, becomes the Beneficial
Owner of 50% or more of the Voting Stock then outstanding.  From and after
the occurrence of an event specified in Section 13(a) hereof, any Rights that
theretofore have not been exchanged pursuant to this Section 24(a) shall
thereafter be exercisable only in accordance with Section 13 and may not be
exchanged pursuant to this Section 24(a).

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

          (c)  In the event that there shall not be sufficient shares of
Common Stock issued but not outstanding or authorized but unissued to permit
any exchange of Rights as contemplated in accordance with this Section 24,
the Company shall substitute to the extent of such insufficiency, for each
share of Common Stock that would otherwise be issuable upon exchange of a
Right, a number of shares of Preferred Stock or fractions thereof having an
aggregate current market vlaue equal to the current per share market value of
one share of Common Stock as of the date any Person becomes an Acquiring
Person.  For the purposes of the paragraph (c), the current per share market
value of a whole share of Common Stock shall be the closing price of a share
of Common Stock (as determined pursuant to Section 11(d)) for the Trading Day
immediately prior to the date of exchange pursuant to this Section 24.

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

     Section 25.    Notice of Proposed Actions.

          (a)  In case the Company, after the Distribution Date, shall
propose (i) to effect any of the transactions referred to in Section 11(a)(i)
or to pay any dividend to the holders of record of its shares of Common Stock
payable in shares of capital stock of any class or to make any other
distribution to the holders of record of its Common Stock (other than a
regular periodic cash dividend at a rate not in excess of 150% of the rate of
the last cash dividend theretofore paid), or (ii) to offer to the holders of
record of its Common Stock options, warrants, or other rights to subscribe
for or to purchase shares of Common Stock (including any security convertible
into or exchangeable for Common Stock) or shares of stock of any class or any
other securities, options, warrants, convertible or exchangeable securities
or other rights, or (iii) to effect any reclassification of its Preferred
Stock or Common Stock or any recapitalization or reorganization of the
Company, or (iv) to effect any consolidation or merger with or into, 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, 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 record of a
Right Certificate, in accordance with Section 26, notice of such proposed
action, which shall specify the record date for the purposes of such
transaction referred to in Section 11(a)(i) or such dividend or distribution,
or the date on which such reclassification, recapitalization, reorganization,
consolidation, merger, sale or transfer of assets, liquidation, dissolution,
or winding up is to take place and the record date for determining
participation therein by the holders of record of Common Stock or Preferred
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 10 days
prior to the record date for determining holders of record of the Preferred
Stock for purposes of such action, and in the case of any such other action,
at least 10 days prior to the date of the taking of such proposed action or
the date of participation therein by the holders of record of Common Stock or
Preferred Stock, whichever shall be the earlier.  The failure to give notice
required by this Section 25 or any defect therein shall not affect the
legality or validity of the action taken by the Company or the vote upon any
such action.

          (b)  In case the event referred to in Section 11(a)(ii) shall
occur, then the Company shall as soon as practicable thereafter, in
accordance with Section 26 hereof, give to each holder of a Right notice of
the occurrence of such event, which notice shall describe the event and the
consequences of the event to holders of Rights under Section 11(a)(ii)
hereof.

     Section 26.    Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of record of any
Right Certificate or Right to or on the Company shall be in writing and shall
be considered given upon receipt or seven Business Days after being sent by
first-class mail, postage prepaid, in any case addressed (until another
address is filed in writing with the Rights Agent) as follows:

                    ACTIVISION, INC.
                    3100 Ocean Park Boulevard
                    Santa Monica, CA  90405
                    Attention: Executive Vice President and General Counsel

Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of record
of any Right Certificate or Right to or on the Rights Agent shall be in
writing and shall be considered given upon receipt or seven Business Days
after being sent by first-class mail, postage prepaid, in any case addressed
(until another address is filed in writing with the Company) as follows:

                    Continental Stock Transfer and Trust Company
                    2 Broadway
                    New York, NY 10004
                    Attn:  Compliance Department

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of record of any Right Certificate
or Right shall be in writing and shall be considered given upon receipt or
seven Business Days after being sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the
registry books of the Company.

     Section 27.    Supplements and Amendments.  For as long as the Rights
are then redeemable and except as provided in the last sentence of this
Section 27, the Company may, in its sole and absolute discretion, and the
Rights Agent shall if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of the
Rights.  At any time when the Rights are not then redeemable and except as
provided in the last sentence of this Section 27, the Company may, and the
Rights Agent shall if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Right Certificates (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 or (iii) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable, provided that no
such supplement or amendment pursuant to this clause (iii) shall materially
adversely affect the interest of the holders of Right Certificates.  Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such supplement or
amendment.  Notwithstanding anything contained in this Agreement to the
contrary, no supplement or amendment shall be made which changes the
Redemption Price; it being understood that an adjustment of the Redemption
Price in accordance with Section 23 shall not be considered a supplement or
amendment of this Agreement.

     Section 28.    Successors.  All of the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns
hereunder.

     Section 29.    Benefits of this Agreement.  Nothing in this Agreement
shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the holders of Common
Stock in their capacity as holders of the Rights) 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
holders of record of the Right Certificates (and, prior to the Distribution
Date, the holders of Common Stock in their capacity as holders of the
Rights).

     Section 30.    Governing Law.  This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed and
enforced in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.

     Section 31.    Counterparts.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

     Section 32.    Descriptive Headings.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

     Section 33.    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.

     Section 34.    Determinations and Actions by the Board of Directors.
The Board of Directors of the Company shall have the exclusive power and
authority to administer, interpret and apply this Agreement and to exercise
the rights and powers specifically granted to the Board of Directors of the
Company or to the Company by this Agreement or by law and may take such
action as may be necessary or advisable in the administration of this
Agreement or to amend or supplement this Agreement in accordance with its
terms, including, without limitation, the right and power (i) to make all
determinations deemed necessary or advisable for the administration of this
Agreement, (ii) to decide to redeem the Rights and (iii) to decide to amend
or supplement this Agreement.  All such actions, calculations,
interpretations and determinations (including any decision not to take any
action) done or made by the Board of Directors of the Company in good faith
shall (x) be final, conclusive and binding on the Company, the Rights Agent,
the holders of the Rights, as such, and all other Persons and (y) not subject
any member of the Board of Directors to any liability to the holders of
Rights.


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

                              ACTIVISION, INC.


                              By:/s/ Robert A. Kotick
                                 -------------------------------
                                 Name: Robert A. Kotick
                                 Title: Chairman and Chief Executive Officer

                              CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
                              Rights Agent


                              By:/s/ Roger Bernhammer
                                 -------------------------------
                                 Name:  Roger Bernhammer
                                 Title: Vice President


                                                                 EXHIBIT A



      =================================================================

              AS PROVIDED IN THE RIGHTS AGREEMENT (AS REFERRED
              TO BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED
                 BY ACQUIRING PERSONS OR THEIR AFFILIATES OR
                ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE
                RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF
               SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT
                 BE EXERCISED OR TRANSFERRED TO ANY PERSON.

      =================================================================


                              ACTIVISION, INC.

                        SUMMARY OF RIGHTS TO PURCHASE
                       SERIES A JUNIOR PREFERRED STOCK



          The Board of Directors of Activision, Inc., a Delaware corporation
(the "Company"), declared a dividend distribution of one Preferred Stock
Purchase Right (the "Right") for each outstanding share of Common Stock, par
value $.000001 per share, of the Company (the "Common Stock").  The
distribution was made payable as of April 19, 2000 (the "Record Date"), to
shareholders of record on that date.  Each Right entitles the registered
holder to purchase from the Company one one-hundredth (1/100) of a share of
preferred stock of the Company, designated as Series A Junior Preferred Stock
(the "Preferred Stock"), at a price of $40.00 per one one-hundredth (1/100)
of a share ("Exercise Price"), subject to adjustment.  The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") dated as of April 18, 2000, by and between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").

          As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will
automatically trade with the Common Stock.

          The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following a public
announcement that a person or group of affiliated or associated persons, with
certain exceptions set forth below, has acquired beneficial ownership of 15%
or more of the outstanding voting stock of the Company (an "Acquiring
Person") and (ii) the tenth business day (or such later date as may be
determined by the Board of Directors prior to such time as any person or
group of affiliated or associated persons becomes an Acquiring Person) after
the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which
would result in the ownership of 15% or more of the Company's outstanding
voting stock (even if no shares are actually purchased pursuant to such
offer); prior thereto, the Rights will not be exercisable, will not be
represented by a separate certificate, and will not be transferable apart
from the Company's Common Stock, but will instead be evidenced, with respect
to any of the Common Stock certificates outstanding as of the Record Date, by
such Common Stock certificate with a copy of this Summary of Rights attached
thereto.  An Acquiring Person does not include (A) the Company, (B) any
subsidiary of the Company, (C) any employee benefit plan or employee stock
plan of the Company or of any subsidiary of the Company, or any trust or
other entity organized, appointed, established or holding voting stock for or
pursuant to the terms of any such plan, (D) any person or group of affiliated
or associated persons whose ownership of 15% or more of the shares of voting
stock of the Company then outstanding results solely from (i) any action or
transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the number
of issued and outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors (provided that
any person or group that does not become an Acquiring Person by reason of
clause (i) or (ii) above shall become an Acquiring Person upon acquisition of
an additional 1% of the Company's voting stock unless such acquisition of
additional voting stock results from one or more actions or transactions
approved by the Board of Directors of the Company), or (E) any person who, as
of April 18, 2000, together with all affiliates and associates of such
person, was the Beneficial Owner of 15% or more of the voting stock of the
Company outstanding as of such date; provided, however, that any person
described in this clause (E) shall become an Acquiring Person if (i) such
person, together with all affiliates and associates of such person, after
April 18, 2000, acquires beneficial ownership of an additional 1% or more of
the voting stock (unless such acquisition is pursuant to a transaction
described in clause (D)(i) or (D)(ii) above) or (ii) such person, together
with all affiliates and associates of such person, after April 18, 2000,
reduces its beneficial ownership of the voting stock to less than 15% of the
outstanding voting stock and thereafter acquires beneficial ownership of 15%
or more of the outstanding voting stock (unless such acquisition is pursuant
to a transaction described in clause (D)(i) or (D)(ii) above).

          Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after the
Record Date will contain a legend incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any of the Common
Stock certificates outstanding as of the Record Date, with or without a copy
of this Summary of Rights attached thereto, will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate.  As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and such separate certificates alone will evidence
the Rights from and after the Distribution Date.

          The Rights are not exercisable until the Distribution Date.  The
Rights will expire at the close of business on April 18, 2010, unless earlier
redeemed by the Company as described below.

          The Preferred Stock is nonredeemable and, unless otherwise provided
in connection with the creation of a subsequent series of preferred stock, is
subordinate to any other series of the Company's preferred stock.  The
Preferred Stock may not be issued except upon exercise of Rights.  Each share
of Preferred Stock will be entitled to receive when, as and if declared, a
quarterly dividend in an amount equal to the greater of $.000001 per share or
100 times the cash dividends declared on the Company's Common Stock.  In
addition, the holders of the Preferred Stock are entitled to receive 100
times any non-cash dividends (other than dividends payable in equity
securities) declared on the Common Stock, in like kind.  In the event of the
liquidation of the Company, the holders of Preferred Stock will be entitled
to receive, for each share of Preferred Stock, a payment in an amount equal
to the greater of $4,000 or 100 times the payment made per share of Common
Stock.  Each share of Preferred Stock will have 100 votes, voting together
with the Common Stock.  In the event of any merger, consolidation or other
transaction in which Common Stock is exchanged, each share of Preferred Stock
will be entitled to receive 100 times the amount received per share of Common
Stock.  The rights of Preferred Stock as to dividends, liquidation and voting
are protected by anti-dilution provisions.

          The number of shares of Preferred Stock issuable upon exercise of
the Rights and the  Exercise Price of the Rights are subject to certain
adjustments from time to time in the event of a stock dividend on, or a
subdivision or combination of, the Common Stock.  The Exercise Price for the
Rights also is subject to adjustment in the event of extraordinary
distributions of cash or other property to holders of Common Stock.

          Unless the Rights are earlier redeemed or exchanged, in the event
that, after the time that a Person becomes an Acquiring Person, the Company
were to be acquired in a merger or other business combination (in which any
shares of Common Stock are changed into or exchanged for other securities or
assets) or more than 50% of the assets or earning power of the Company and
its subsidiaries (taken as a whole) were to be sold or transferred in one or
a series of related transactions, the Rights Agreement provides that proper
provision will be made so that each holder of record of a Right will from and
after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having
a fair value at the time of such transaction determined in accordance with
the Rights Agreement equal to approximately two times the Exercise Price.

          In addition, unless the Rights are earlier redeemed, in the event
that a person or group becomes an Acquiring Person, the Rights Agreement
provides that proper provisions will be made so that each holder of record of
a Right, other than the Acquiring Person and certain affiliates, associates
and transferees thereof (whose Rights will thereupon become null and void),
will thereafter have the right to receive, upon exercise of such Right and
payment of the Exercise Price, in lieu of shares of Preferred Stock, that
number of shares of the Common Stock of the Company having a fair value
determined in accordance with the Rights Agreement at the time of the
transaction which shall be equal to approximately two times the Exercise
Price (such value to be determined with reference to the market value of the
Company's Common Stock as provided in the Rights Agreement).

          At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding voting stock, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an  exchange ratio of one share of
Common Stock for each outstanding Right, subject to anti-dilution
adjustments.

          Fractions of shares of Preferred Stock (other than fractions which
are integral multiples of one one-hundredth of a share) may, at the election
of the Company, be evidenced by depositary receipts.  The Company may also
issue cash in lieu of fractional shares which are not integral multiples of
one one-hundredth of a share.

          At any time prior to the close of business on the tenth day after
there has been a public announcement that a person has become an Acquiring
Person, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price").  Immediately upon the
effective time of the action of the Board of Directors of the Company
authorizing redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

          For as long as the Rights are then redeemable, the Company may,
except with respect to the Redemption Price, amend the Rights in any manner,
including an amendment to extend the time period in which the Rights may be
redeemed.  At any time when the Rights are not then redeemable, the Company
may amend the Rights in any manner that does not materially adversely affect
the interests of holders of the Rights as such.

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

          A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Form 8-A dated April 19, 2000.  A
copy of the Rights Agreement is available free of charge from the Company.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement which is
incorporated in this summary description herein by reference.

                                                                 EXHIBIT B

                         [Form of Right Certificate]

Certificate No. R-                                     ___________ Rights

     NOT EXERCISABLE AFTER APRIL 18, 2010 OR EARLIER IF EXCHANGED OR
     REDEEMED.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
     THE COMPANY AND UNDER CERTAIN OTHER CIRCUMSTANCES, AT $.01 PER
     RIGHT (SUBJECT TO ADJUSTMENT), ON THE TERMS SET FORTH OR REFERRED
     TO IN THE RIGHTS AGREEMENT.  AS PROVIDED IN THE RIGHTS AGREEMENT
     (AS REFERRED TO BELOW), RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY
     ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES OR TRANSFEREES
     THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY
     SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT
     BE EXERCISED OR TRANSFERRED TO ANY PERSON.

                              Right Certificate

          This certifies that ____________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions
of the Rights Agreement dated as of April 18, 2000 (the "Rights Agreement")
by and between Activision, Inc., a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company, a limited trust organized under
the laws of the State of New York, as Rights Agent, or its successor in
interest as Rights Agent (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M. (Eastern time) on April 18, 2010 at
the office of the Rights Agent designated in the Rights Agreement for such
purpose, one one-hundredth (1/100) of a fully paid and nonassessable share of
the Series A Junior Preferred Stock (the "Preferred Stock") of the Company,
or other securities or property in lieu thereof as provided by the Rights
Agreement, at a purchase price of $40.00, as the same may from time to time
be adjusted in accordance with the Rights Agreement (the "Exercise Price"),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase attached hereto duly executed.

          As provided in the Rights Agreement, the Exercise Price and the
number of shares of Preferred Stock which may be purchased upon the exercise
of the Rights evidenced by this Right Certificate are subject to modification
and adjustment upon the happening of certain events and, upon the happening
of certain events, securities other than shares of Preferred Stock, or other
property, may be acquired upon exercise of the Rights evidenced by this Right
Certificate, as provided in the Rights Agreement.


          From and after the occurrence of any of the events described in
Section 7(e) of the Rights Agreement, if the Rights evidenced by this Right
Certificate are or were at any time on or after the earlier of (x) the Stock
Acquisition Date (as such term is defined in the Rights Agreement) and (y)
the Distribution Date (as such term is defined in the Rights Agreement)
beneficially owned by an Acquiring Person or an Associate or Affiliate of an
Acquiring Person (as such terms are defined in the Rights Agreement), such
Rights shall become void, and any holder of such Rights shall thereafter have
no right to exercise such Rights.

          This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are incorporated herein by reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities of the
Rights Agent, the Company and the holders of record of Right Certificates.
Copies of the Rights Agreement are on file at the principal executive office
of the Company.

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

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at its
option or under certain other circumstances at a redemption price of $.01 per
Right or (ii) may be exchanged in whole or in part for shares of Common
Stock, par value $.000001 per share, of the Company.

          No fractional shares of Preferred Stock (other than fractions which
are integral multiples of one one-hundredth (1/100) of a share) are required
to be issued upon the exercise of any Right or Rights evidenced hereby, and
in lieu thereof the Company may cause depositary receipts to be issued and/or
a cash payment may be made, as provided in the Rights Agreement.

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

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

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


ATTEST:                         ACTIVISION, INC.


__________________________      By:___________________________________
[Assistant] Secretary              Title:



Countersigned:

CONTINENTAL STOCK TRANSFER AND
TRUST COMPANY

Rights Agent


By:_______________________
   Authorized Officer

                 [Form of Reverse Side of Right Certificate]

                             FORM OF ASSIGNMENT

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

          FOR VALUE RECEIVED _______________________________________________
hereby sells, assigns and transfers unto ___________________________________

____________________________________________________________________________
                (Please print name and address of transferee)

____________________________________________________________________________

Rights evidenced by this Right Certificate, together with all right, title
and

interest therein, and does hereby irrevocably constitute and appoint

________________________ Attorney to transfer the within Right Certificate on

the books of the within-named Company, with full power of substitution.

Dated: ____________ ___, _____

                                _________________________________
                                Signature

Signature Guaranteed:

          Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.

                                 Certificate

          The undersigned hereby certifies by checking the appropriate boxes
that:

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

          (2)  after due inquiry and to the best knowledge of the undersigned

it [    ] did [    ] did not acquire the Rights evidenced by this Right

Certificate from any Person who is, was or subsequently became an Acquiring

Person or an Affiliate or Associate thereof (as such terms are defined in the

Rights Agreement).

Dated: __________ ___, _____

                                __________________________________
                                Signature

                                   NOTICE

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

                        FORM OF ELECTION TO PURCHASE

                    (To be executed if registered holder
                 desires to exercise the Right Certificate.)

TO _____________________:

          The undersigned hereby irrevocably elects to exercise
________________ Rights represented by this Right Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of such Rights and
requests that certificates for such share(s) be issued in the following name:

Please insert social security
or other identifying
number:____________________________________________________________________

___________________________________________________________________________
                       (Please print name and address)

___________________________________________________________________________

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

Please insert social security
or other identifying
number:____________________________________________________________________

___________________________________________________________________________
                       (Please print name and address)

___________________________________________________________________________


Dated: ___________ ___, _____


                                __________________________________
                                Signature
                                (Signature must conform in all respects to
                                name of holder as specified on the face of
                                this Right Certificate)

Signature Guaranteed:

                                                                    EXHIBIT C

                                   FORM OF

                         CERTIFICATE OF DESIGNATION

                                     OF

                       SERIES A JUNIOR PREFERRED STOCK

                                     OF

                              ACTIVISION, INC.

                   Pursuant to Section 151 of the Delaware
                           General Corporation Law


          I, Robert A. Kotick, the Chairman and Chief Executive Officer of
Activision, Inc., a corporation organized and existing under the Delaware
General Corporation Law (the "Corporation"), in accordance with the
provisions of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the
authority conferred upon the Board of Directors by the Amended and Restated
Certificate of Incorporation of the Corporation, the Board of Directors on
April 13, 2000 adopted the following resolution which creates a series of
shares of Preferred Stock designated as Series A Junior Preferred Stock, as
follows:

          RESOLVED, that pursuant to Section 151(g) of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Corporation in accordance with the provisions of  ARTICLE FOURTH of the
Amended and Restated Certificate of Incorporation of the Corporation, a
series of Preferred Stock of the Corporation be, and hereby is, created, and
the powers, designations, preferences and relative, participating, optional
or other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof, be, and hereby are, as follows:

     Section 1.     Designation and Amount.  The shares of such series shall
be designated as "Series A Junior Preferred Stock" (the "Series A Preferred
Stock") and the number of shares constituting such series shall be 500,000.
Such number of shares of Series A Preferred Stock may be increased or
decreased by resolution of the Board of Directors; provided that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number
less than the number of shares then outstanding plus the number of shares
issuable upon exercise of conversion of outstanding rights, options or other
securities issued by the Corporation.

     Section 2.     Dividends and Distributions.

          (A)  Subject to the provisions for adjustment hereinafter set
forth, and subject to the rights of the holders of any shares of any series
of Preferred Stock ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, (i) cash dividends
in an amount per share (rounded to the nearest cent) equal to 100 times the
aggregate per share amount of all cash dividends declared or paid on the
Common Stock, $.000001 par value per share, of the Corporation (the "Common
Stock") and (ii) a preferential cash dividend (the "Preferential Dividends"),
if any, in preference to the holders of Common Stock, on the first business
day of January, April, July and October, of each year (each a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a share of Series A
Preferred Stock, payable in an amount (except in the case of the first
Quarterly Dividend Payment if the date of the first issuance of Series A
Preferred Stock is a date other than a Quarterly Dividend Payment Date, in
which case such payment shall be a prorated portion of such amount) equal to
$.000001 per share of Series A Preferred Stock less the per share amount of
all cash dividends declared on the Series A Preferred Stock pursuant to
clause (i) of this sentence since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock.  In the event the Corporation shall, at any time
after the issuance of any share or fraction of a share of Series A Preferred
Stock, make any distribution on the shares of Common Stock of the
Corporation, whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the Corporation or
otherwise, which is payable in cash or any debt security, debt instrument,
real or personal property or any other property (other than cash dividends
subject to the immediately preceding sentence, a distribution of shares of
Common Stock or other capital stock of the Corporation or a distribution of
options, rights or warrants to acquire any such share, including any debt
security convertible into or exchangeable for any such share, at a price less
than the Fair Market Value (as hereinafter defined) of such share of Common
Stock), then, and in each such event, the Corporation shall simultaneously
pay on each then outstanding share of Series A Preferred Stock of the
Corporation a distribution, in like kind, of 100 times such distribution paid
on a share of Common Stock (subject to the provisions for adjustment
hereinafter set forth).  The dividends and distributions on the Series A
Preferred Stock to which holders thereof are entitled pursuant to clause (i)
of the first sentence of this paragraph and pursuant to the second sentence
of this paragraph are hereinafter referred to as "Dividends" and the multiple
of such cash and non-cash dividends on the Common Stock applicable to the
determination of the Dividends, which shall be 100 initially but shall be
adjusted from time to time as hereinafter provided, is hereinafter referred
to as the "Dividend Multiple".  In the event the Corporation shall at any
time after April 18, 2000 declare or pay any dividend or make any
distribution on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares
of Common Stock, then in each such case the Dividend Multiple thereafter
applicable to the determination of the amount of Dividends which holders of
shares of Series A Preferred Stock shall be entitled to receive shall be the
Dividend Multiple applicable immediately prior to such event multiplied 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 each Dividend at the same time
it declares any cash or non-cash dividend or distribution on the Common Stock
in respect of which a Dividend is required to be paid.  No cash or non-cash
dividend or distribution on the Common Stock in respect of which a Dividend
is required to be paid shall be paid or set aside for payment on the Common
Stock unless a Dividend in respect of such dividend or distribution on the
Common Stock shall be simultaneously paid, or set aside for payment, on the
Series A Preferred Stock.

          (C)  Preferential Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issuance of any shares of Series A
Preferred Stock.  Accrued but unpaid Preferential Dividends shall not bear
interest.  Preferential Dividends paid on the shares of Series A Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a share-by-
share basis among all such shares at the time outstanding.  The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall not be more than 60
days prior to the date fixed for the payment thereof.

     Section 3.     Voting Rights.  In addition to any other voting rights
required by law, the holders of shares of Series A Preferred Stock shall have
the following voting rights:

          (A)  Subject to the provisions for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the holders of the
Common Stock.  The number of votes which a holder of Series A Preferred Stock
is entitled to cast, as the same may be adjusted from time to time as
hereinafter provided, is hereinafter referred to as the "Vote Multiple".  In
the event the Corporation shall at any time after April 18, 2000 declare or
pay any dividend on Common Stock payable in shares of Common Stock, or effect
a subdivision or split or a combination, consolidation or reverse split of
the outstanding shares of Common Stock into a greater or lesser number of
shares of Common Stock, then in each such case the Vote Multiple thereafter
applicable to the determination of the number of votes per share to which
holders of shares of Series A Preferred Stock shall be entitled after such
event shall be the Vote Multiple immediately prior to such event multiplied
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)  Except as otherwise provided in the Amended and Restated
Certificate of Incorporation or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together
as one class on all matters submitted to a vote of stockholders of the
Corporation.

          (C)  In the event that the Preferential Dividends accrued on the
Series A Preferred Stock for six or more quarterly dividend periods, whether
consecutive or not, shall not have been declared and paid or irrevocably set
aside for payment, the holders of record of Preferred Stock of the
Corporation of all series (including the Series A Preferred Stock), other
than any series in respect of which such right is expressly withheld by the
Amended and Restated Certificate of Incorporation or the authorizing
resolutions included in any Certificate of Designation therefor, shall have
the right, at the next meeting of stockholders called for the election of
directors, to elect two members to the Board of Directors, which directors
shall be in addition to the number required prior to such event, to serve
until the next Annual Meeting and until their successors are elected and
qualified or their earlier resignation, removal or incapacity or until such
earlier time as all accrued and unpaid Preferential Dividends upon the
outstanding shares of Series A Preferred Stock shall have been paid (or
irrevocably set aside for payment) in full.  The holders of shares of Series
A Preferred Stock shall continue to have the right to elect directors as
provided by the immediately preceding sentence until all accrued and unpaid
Preferential Dividends upon the outstanding shares of Series A Preferred
Stock shall have been paid (or set aside for payment) in full.  Such
directors may be removed and replaced by such stockholders, and vacancies in
such directorships may be filled only by such stockholders (or by the
remaining director elected by such stockholders, if there be one) in the
manner permitted by law; provided, however, that any such action by
stockholders shall be taken at a meeting of stockholders and shall not be
taken by written consent thereto.

          (D)  Except as otherwise required by the Amended and Restated
Certificate of Incorporation or by law or as set forth herein, holders of
Series A Preferred Stock shall have no other 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 the taking of any
corporate action.

     Section 4.     Certain Restrictions.

          (A)  Whenever Preferential Dividends or Dividends payable on the
Series A Preferred Stock as provided in Section 2 are in arrears or the
Corporation shall be in default of payment thereof, thereafter and until all
accrued and unpaid Preferential Dividends and Dividends, whether or not
declared, on shares of Series A Preferred Stock outstanding shall have been
paid, or set irrevocably aside for payment, in full, and in addition to any
and all other rights which any holder of shares of Series A Preferred Stock
may have in such circumstances, the Corporation shall not:

               (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 as to
          dividends with the Series A Preferred Stock, unless dividends are
          paid ratably on the Series A Preferred Stock 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 shares are then
          entitled if the full dividends accrued thereon were to be paid;

               (iii)     except as permitted by subparagraph (iv) of this
          paragraph 4(A), redeem or purchase or otherwise acquire for
          consideration shares of any stock ranking on a parity with or
          junior to (either as to dividends or upon liquidation, dissolution
          or winding up) the Series A Preferred Stock, provided that the
          Corporation may at any time redeem, purchase or otherwise acquire
          shares of any such parity or junior stock in exchange for shares of
          any stock of the Corporation ranking junior (both as to dividends
          and upon liquidation, dissolution or winding up) to the Series A
          Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any
          shares of Series A Preferred Stock, or any shares of stock ranking
          on a parity with the Series A Preferred Stock (either as to
          dividends or upon liquidation, dissolution or winding up), except
          in accordance with a purchase offer made to all holders of such
          shares upon such terms as the Board of Directors, 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 (as
hereinafter defined) of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.  A "Subsidiary" of the
Corporation shall mean any corporation or other entity of which securities or
other ownership interests having ordinary voting power sufficient to elect a
majority of the board of directors of such corporation or other entity or
other persons performing similar functions are beneficially owned, directly
or indirectly, by the Corporation or by any corporation or other entity that
is otherwise controlled by the Corporation.

          (C)  The Corporation shall not issue any shares of Series A
Preferred Stock except upon exercise of Rights issued pursuant to that
certain Rights Agreement dated as of April 18, 2000 between the Corporation
and Continental Stock Transfer & Trust Company, as Rights Agent, as it may be
amended from time to time, a copy of which is on file with the Secretary of
the Corporation at its principal executive office and shall be made available
to stockholders of record without charge upon written request therefor
addressed to said Secretary.  Notwithstanding the foregoing sentence, nothing
contained in the provisions of this Certificate of Designation shall prohibit
or restrict the Corporation from issuing for any purpose any series of
Preferred Stock with rights and privileges similar to, different from, or
greater than, those of the Series A Preferred Stock.

     Section 5.     Reacquired Shares.  Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares upon their retirement and cancellation shall become
authorized but unissued shares of Preferred Stock, without designation as to
series, and such shares may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board of Directors.

     Section 6.     Liquidation, Dissolution or Winding Up.  Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, 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 shares of Series A Preferred Stock shall have received for each
share of Series A Preferred Stock, subject to adjustment as hereinafter
provided, (A) $4,000 plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
or, (B) if greater than the amount specified in clause (i)(A) of this
sentence, an amount equal to 100 times the aggregate amount to be distributed
per share to holders of Common Stock, as the same may be adjusted as
hereinafter provided and (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, unless simultaneously therewith distributions
are made ratably on the Series A Preferred Stock and all other shares of such
parity stock in proportion to the total amounts to which the holders of
shares of Series A Preferred Stock are entitled under clause (i)(A) of this
sentence and to which the holders of such parity shares are entitled, in each
case upon such liquidation, dissolution or winding up.  The amount to which
holders of Series A Preferred Stock may be entitled upon liquidation,
dissolution or winding up of the Corporation pursuant to clause (i)(B) of the
foregoing sentence is hereinafter referred to as the "Participating
Liquidation Amount" and the multiple of the amount to be distributed to
holders of shares of Common Stock upon the liquidation, dissolution or
winding up of the Corporation applicable pursuant to said clause to the
determination of the Participating Liquidation Amount, as said multiple may
be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the "Liquidation Multiple".  In the event the Corporation
shall at any time after April 18, 2000 declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or split or
a combination, consolidation or reverse split of the outstanding shares of
Common Stock into a greater or lesser number of shares of Common Stock, then,
in each such case, the Liquidation Multiple thereafter applicable to the
determination of the Participating Liquidation Amount to which holders of
Series A Preferred Stock shall be entitled after such event shall be the
Liquidation Multiple applicable immediately prior to such event multiplied 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 7.     Certain Reclassifications and Other Events.

          (A)  In the event that holders of shares of Common Stock of the
Corporation receive after April 18, 2000, in respect of their shares of
Common Stock any share of capital stock of the Corporation (other than any
share of Common Stock of the Corporation), whether by way of
reclassification, recapitalization, reorganization, dividend or other
distribution or otherwise (a "Transaction"), then, and in each such event,
the dividend rights, voting rights and rights upon the liquidation,
dissolution or winding up of the Corporation of the shares of Series A
Preferred Stock shall be adjusted so that after such event the holders of
Series A Preferred Stock shall be entitled, in respect of each share of
Series A Preferred Stock held, in addition to such rights in respect thereof
to which such holder was entitled immediately prior to such adjustment, to
(i) such additional dividends as equal the Dividend Multiple in effect
immediately prior to such Transaction multiplied by the additional dividends
which the holder of a share of Common Stock shall be entitled to receive by
virtue of the receipt in the Transaction of such capital stock, (ii) such
additional voting rights as equal the Vote Multiple in effect immediately
prior to such Transaction multiplied by the additional voting rights which
the holder of a share of Common Stock shall be entitled to receive by virtue
of the receipt in the Transaction of such capital stock and (iii) such
additional distributions upon liquidation, dissolution or winding up of the
Corporation as equal the Liquidation Multiple in effect immediately prior to
such Transaction multiplied by the additional amount which the holder of a
share of Common Stock shall be entitled to receive upon liquidation,
dissolution or winding up of the Corporation by virtue of the receipt in the
Transaction of such capital stock, as the case may be, all as provided by the
terms of such capital stock.

          (B)  In the event that holders of shares of Common Stock of the
Corporation receive after April 18, 2000, in respect of their shares of
Common Stock any right or warrant to purchase Common Stock (including as such
a right, for all purposes of this paragraph, any security convertible into or
exchangeable for Common Stock) at a purchase price per share less than the
Fair Market Value of a share of Common Stock on the date of issuance of such
right or warrant, then and in each such event the dividend rights, voting
rights and rights upon the liquidation, dissolution or winding up of the
Corporation of the shares of Series A Preferred Stock shall each be adjusted
so that after such event the Dividend Multiple, the Vote Multiple and the
Liquidation Multiple shall each be the product of the Dividend Multiple, the
Vote Multiple and the Liquidation Multiple, as the case may be, in effect
immediately prior to such event multiplied by a fraction the numerator of
which shall be the number of shares of Common Stock outstanding immediately
before such issuance of rights or warrants plus the maximum number of shares
of Common Stock which could be acquired upon exercise in full of all such
rights or warrants and the denominator of which shall be the number of shares
of Common Stock outstanding immediately before such issuance of rights or
warrants plus the number of shares of Common Stock which could be purchased,
at the Fair Market Value of the Common Stock at the time of such issuance, by
the maximum aggregate consideration payable upon exercise in full of all such
rights or warrants.

          (C)  In the event that holders of shares of Common Stock of the
Corporation receive after April 18, 2000, in respect of their shares of
Common Stock any right or warrant to purchase capital stock of the
Corporation (other than shares of Common Stock), including as such a right,
for all purposes of this paragraph, any security convertible into or
exchangeable for capital stock of the Corporation (other than Common Stock),
at a purchase price per share less than the Fair Market Value of such shares
of capital stock on the date of issuance of such right or warrant, then and
in each such event the dividend rights, voting rights and rights upon
liquidation, dissolution or winding up of the Corporation of the shares of
Series A Preferred Stock shall each be adjusted so that after such event each
holder of a share of Series A Preferred Stock shall be entitled, in respect
of each share of Series A Preferred Stock held, in addition to such rights in
respect thereof to which such holder was entitled immediately prior to such
event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first, by the
additional dividends to which the holder of a share of Common Stock shall be
entitled upon exercise of such right or warrant by virtue of the capital
stock which could be acquired upon such exercise and multiplied again by the
Discount Fraction (as hereinafter defined) and (ii) such additional voting
rights as equal the Vote Multiple in effect immediately prior to such event
multiplied, first, by the additional voting rights to which the holder of a
share of Common Stock shall be entitled upon exercise of such right or
warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction and (iii) such
additional distributions upon liquidation, dissolution or winding up of the
Corporation as equal the Liquidation Multiple in effect immediately prior to
such event multiplied, first, by the additional amount which the holder of a
share of Common Stock shall be entitled to receive upon liquidation,
dissolution or winding up of the Corporation upon exercise of such right or
warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction.  For purposes of this
paragraph, the "Discount Fraction" shall be a fraction the numerator of which
shall be the difference between the Fair Market Value of a share of the
capital stock subject to a right or warrant distributed to holders of shares
of Common Stock of the Corporation as contemplated by this paragraph
immediately after the distribution thereof and the purchase price per share
for such share of capital stock pursuant to such right or warrant and the
denominator of which shall be the Fair Market Value of a share of such
capital stock immediately after the distribution of such right or warrant.

          (D)  For purposes of this Certificate of Designations, the "Fair
Market Value" of a share of capital stock of the Corporation (including a
share of Common Stock) on any date shall be deemed to be the average of the
daily closing price per share thereof over the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to such date;
provided, however, that, in the event that such Fair Market Value of any such
share of capital stock is determined during a period which includes any date
that is within 30 Trading Days after (i) the ex-dividend date for a dividend
or distribution on stock payable in shares of such stock or securities
convertible into shares of such stock, or (ii) the effective date of any
subdivision, split, combination, consolidation, reverse stock split or
reclassification of such stock, then, and in each such case, the Fair Market
Value shall be appropriately adjusted by the Board of Directors of the
Corporation to take into account such dividend, distribution, subdivision,
split, combination, consolidation or reclassification.  The closing price for
any day shall be the last sale price, regular way, or, in case, no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way (in either case, as reported in the applicable transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange), or, if the shares are not listed or admitted to
trading on the New York Stock Exchange, as reported in the applicable
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the shares are listed or
admitted to trading or, if the 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 National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then
in use, or if on any such date the shares are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in the shares selected by the
Board of Directors of the Corporation.  The term "Trading Day" shall mean a
day on which the principal national securities exchange on which the shares
are listed or admitted to trading is open for the transaction of business or,
if the shares are not listed or admitted to trading on any national
securities exchange, on which the New York Stock Exchange or such other
national securities exchange as may be selected by the Board of Directors of
the Corporation is open.  If the shares are not publicly held or not so
listed or traded on any day within the period of 30 Trading Days applicable
to the determination of Fair Market Value thereof as aforesaid, "Fair Market
Value" shall mean the fair market value thereof per share as determined in
good faith by the Board of Directors of the Corporation.  In either case
referred to in the foregoing sentence, the determination of Fair Market Value
shall be described in a statement filed with the Secretary of the
Corporation.

     Section 8.     Consolidation, Merger, etc.  In case the Corporation
shall enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
each outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case
may be, for which or into which each share of Common Stock is changed or
exchanged multiplied by the highest of the Vote Multiple, the Dividend
Multiple or the Liquidation Multiple in effect immediately prior to such
event.

     Section 9.     Effective Time of Adjustments.

          (A)  Adjustments to the Series A Preferred Stock required by the
provisions hereof shall be effective as of the time at which the event
requiring such adjustments occurs.

          (B)  The Corporation shall give prompt written notice to each
holder of a share of Series A Preferred Stock of the effect of any adjustment
to the voting rights, dividend rights or rights upon liquidation, dissolution
or winding up of the Corporation of such shares required by the provisions of
this Certificate of Designation.  Notwithstanding the foregoing sentence, the
failure of the Corporation to give such notice shall not affect the validity
of or the force or effect of or the requirement for such adjustment.

     Section 10.    No Redemption.  The shares of Series A Preferred Stock
shall not be redeemable at the option of the Corporation or any holder
thereof.  Notwithstanding the foregoing sentence of this Section, the
Corporation may acquire shares of Series A Preferred Stock in any other
manner permitted by law and the provisions hereof and the Amended and
Restated Certificate of Incorporation of the Corporation.

     Section 11.    Ranking.  Unless otherwise provided in the Amended and
Restated Certificate of Incorporation of the Corporation, or a Certificate of
Designation relating to a subsequent series of preferred stock of the
Corporation, the Series A Preferred Stock shall rank junior to all other
series of the Corporation's preferred stock as to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up and
senior to the Common Stock.

     Section 12.    Amendment.  The provisions hereof and the Amended and
Restated Certificate of Incorporation of the Corporation shall not be amended
in any manner which would adversely affect the rights, privileges or powers
of the Series A Preferred Stock without, in addition to any other vote of
stockholders required by law, the affirmative vote of the holders of two-
thirds or more of the outstanding shares of Series A Preferred Stock, voting
together as a single class."

     IN WITNESS WHEREOF, I have executed and subscribed this Certificate of
Designation and do affirm the foregoing as true under the penalties of
perjury this 18th day of April, 2000.


                              --------------------------------------
                              Name:  Robert A. Kotick
                              Title: Chairman and Chief Executive Officer


ATTEST:

/s/ Lawrence Goldberg
----------------------------
Name:   Lawrence Goldberg
Title:  Executive Vice President