<PAGE>   1
                                                                     EXHIBIT 4.2


                           BASIC ENERGY SERVICES, INC.

                                       AND

            AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT


                                RIGHTS AGREEMENT


                           DATED AS OF JUNE ___, 2000




<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>

<S>         <C>                                                                                     <C>
Section 1.  Certain Definitions................................................................      2

Section 2.  Appointment of Rights Agent........................................................      8

Section 3.  Issue of Right Certificates........................................................      8

Section 4.  Form of Right Certificates.........................................................     11

Section 5.  Countersignature and Registration..................................................     11

Section 6.  Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
            Destroyed, Lost or Stolen Right Certificates.......................................     12

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights......................     13

Section 8.  Cancellation and Destruction of Right Certificates.................................     15

Section 9.  Availability of Preferred Shares...................................................     16

Section 10.  Preferred Shares Record Date......................................................     18

Section 11.  Adjustment of Purchase Price, Number of Shares or Number of Rights................     19

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares........................     32

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power..............     33

Section 14.  Fractional Rights and Fractional Shares...........................................     39

Section 15.  Rights of Action..................................................................     41

Section 16.  Agreement of Right Holders........................................................     42

Section 17.  Right Certificate Holder Not Deemed a Stockholder.................................     42

Section 18.  Concerning the Rights Agent.......................................................     43

Section 19.  Merger or Consolidation or Change of Name of Rights Agent.........................     44

Section 20.  Duties of Rights Agent............................................................     45
</TABLE>



                                      -i-
<PAGE>   3


<TABLE>

<S>         <C>                                                                                     <C>
Section 21.  Change of Rights Agent............................................................     49

Section 22.  Issuance of New Right Certificates................................................     50

Section 23.  Redemption........................................................................     51

Section 24.  Exchange..........................................................................     52

Section 25.  Notice of Certain Events..........................................................     54

Section 26.  Notices...........................................................................     56

Section 27.  Supplements and Amendments........................................................     56

Section 28.  Successors........................................................................     58

Section 29.  Benefits of this Agreement........................................................     58

Section 30.  Determination and Actions by the Board of Directors...............................     58

Section 31.  Severability......................................................................     59

Section 32.  Governing Law.....................................................................     59

Section 33.  Counterparts......................................................................     59

Section 34.  Descriptive Headings..............................................................     59
</TABLE>


                                      -ii-
<PAGE>   4



                                RIGHTS AGREEMENT

     This Agreement, dated as of June __, 2000 ("Agreement"), between Basic
Energy Services, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, as rights agent (the "Rights Agent").

                                   RECITALS:

     WHEREAS, at a meeting of the Board of Directors of the Company duly called
and held on March 21, 2000, at which a quorum was present and acting throughout,
such Board of Directors authorized a Pricing Committee, with the power, among
other things, to declare a dividend of one preferred share purchase right (a
"Right") for each share of Common Stock (as such term is hereinafter defined) of
the Company and to determine the record date for holders entitled to receive
such dividend; and

     WHEREAS, the Pricing Committee, by unanimous consent, authorized and
declared a dividend of one preferred share purchase right (a "Right") for each
share of Common Stock (as such term is hereinafter defined) of the Company
outstanding on June __, 2000 (the "Record Date"), and with each Right
representing the right to purchase one one-hundredth of a Preferred Share, upon
the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each share of
Common Stock that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are hereinafter defined);



<PAGE>   5

     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 have the meanings indicated:

          (a) "Acquiring Person" shall mean any Person (as such term is
     hereinafter defined) who or which shall be the Beneficial Owner (as such
     term is hereinafter defined) of 15% or more of the shares of Common Stock
     then outstanding, but shall not include an Exempt Person; provided,
     however, that if the Board of Directors of the Company determines in good
     faith that a Person who would otherwise be an "Acquiring Person" has become
     such inadvertently (including, without limitation, because (i) such Person
     was unaware that it beneficially owned a percentage of Common Stock that
     would otherwise cause such Person to be an "Acquiring Person" or (ii) such
     Person was aware of the extent of its Beneficial Ownership of Common Stock
     but was unaware of the consequences of such Beneficial Ownership under this
     Agreement) and without any intention of changing or influencing control of
     the Company, and such Person, as promptly as practicable after being
     advised of such determination divested or divests himself or itself of
     Beneficial Ownership of a sufficient number of shares of Common Stock so
     that such Person would no longer be an Acquiring Person, then such Person
     shall not be deemed to be or to have become an "Acquiring Person" for any
     purposes of this Agreement. Notwithstanding the foregoing, no Person shall
     become an "Acquiring Person" as the result of an acquisition of Common
     Stock by the Company which, by reducing the number of shares outstanding,
     increases the proportionate number of shares beneficially owned by such
     Person to 15% or more of the

                                      -2-
<PAGE>   6

     Common Stock of the Company then outstanding; provided, however, that if a
     Person (other than an Exempt Person) shall become the Beneficial Owner of
     15% or more of the Common Stock of the Company then outstanding by reason
     of the share purchases by the Company and shall, after such share purchases
     by the Company, become the Beneficial Owner of any additional Common Stock
     of the Company, then such Person shall be deemed to be an "Acquiring
     Person" unless upon the consummation of the acquisition of such additional
     shares of Common Stock such Person does not own 15% or more of the shares
     of Common Stock then outstanding.

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

          (c) "Associate" shall have the meaning ascribed to such term in Rule
     l2b-2 of the General Rules and Regulations under the Exchange Act as in
     effect on the date of this Agreement.

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

               (i) which such Person or any of such Person's Affiliates or
          Associates beneficially owns, directly or indirectly;

               (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) pursuant to
          any agreement, arrangement or understanding (other than customary
          agreements with and between underwriters and selling group



                                       -3-
<PAGE>   7

          members with respect to a bona fide public offering of securities), or
          upon the exercise of conversion rights, exchange rights, rights (other
          than these Rights), warrants or options, or otherwise; provided,
          however, that a Person shall not be deemed the Beneficial Owner of, or
          to beneficially own, (I) securities tendered pursuant to a tender or
          exchange offer made by or on behalf of such Person or any of such
          Person's Affiliates or Associates until such tendered securities are
          accepted for purchase or exchange or (II) securities which such Person
          has a right to acquire upon the exercise of Rights at any time prior
          to the time a Person becomes an Acquiring Person; or (B) the right to
          vote pursuant to any agreement, arrangement or understanding;
          provided, however, that a Person shall not be deemed the Beneficial
          Owner of, or to beneficially own, any security by reason of such an
          agreement, arrangement or understanding if the agreement, arrangement
          or understanding to vote such security (1) arises solely from a
          revocable proxy or consent given to such Person in response to a
          public proxy or consent solicitation made pursuant to, and in
          accordance with, the applicable rules and regulations promulgated
          under the Exchange Act (as such term is hereinafter defined) and (2)
          is not also then reportable on Schedule 13D under the Exchange Act (or
          any comparable or successor report); or

               (iii) which are beneficially owned, directly or indirectly, by
          any other Person and with which such Person or any of such Person's
          Affiliates or Associates has any agreement, arrangement or
          understanding (other than customary agreements with and between
          underwriters and selling group members with respect to a bona fide



                                      -4-
<PAGE>   8

          public offering of securities) for the purpose of acquiring, holding,
          voting (except to the extent contemplated by the proviso to Section
          1(d)(ii)(B)) or disposing of such securities of the Company.

          Notwithstanding anything in this definition of Beneficial Ownership to
     the contrary, the phrase "then outstanding," when used with reference to a
     Person's Beneficial Ownership of securities of the Company, shall mean the
     number of such securities then issued and outstanding together with the
     number of such securities not then issued and outstanding which such Person
     would be deemed to own beneficially hereunder.

               (e) "Business Day" shall mean any day other than a Saturday, a
          Sunday, or a day on which banking institutions in New York City 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.,
          Eastern Standard (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., Eastern Standard (New York City) time, on the next succeeding
          Business Day.

               (g) "Common Stock" when used with reference to the Company shall
          mean the shares of common stock, par value $0.01 per share, of the
          Company. "Common Stock" when used with reference to any Person other
          then the Company shall mean the capital stock (or, in the case of an
          unincorporated entity, the equivalent equity interest) with the
          greatest voting power of such other Person or, if such other Person is
          a Subsidiary of another Person, the Person or Persons which ultimately
          control such first-mentioned Person.




                                      -5-
<PAGE>   9

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

               (i) "Company" shall have the meaning set forth in the preamble
          hereof.

               (j) "current per share market price" shall have the meaning set
          forth in Section 11(d) hereof.

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

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

               (m) "Equivalent Preferred Shares" shall have the meaning set
          forth in Section 11(b) hereof.

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

               (o) "Exchange Ratio" shall have the meaning set forth in Section
          24(a) hereof.

               (p) "Exempt Person" shall mean (i) the Company or any Subsidiary
          (as such term is hereinafter defined) of the Company or any employee
          benefit plan of the Company, (ii) H.H. Wommack, III, his spouse,
          lineal descendants and ascendants, heirs, executors or other legal
          representatives and any trusts or limited partnerships established for
          the benefit of the foregoing, or any other person or entity in which
          the foregoing persons or entities are at the time of determination the
          direct record and beneficial owners of all outstanding voting
          securities, (iii) Southwest Royalties Holdings, Inc., Southwest
          Partners II, L.P. and Southwest Partners III, L.P. and each of their
          Affiliates and Associates, or (iv) Joint Energy Development
          Investments II Limited Partnership ("JEDI"), provided that JEDI shall
          cease to be an Exempt Person if the shares of which JEDI is a
          Beneficial Owner exceed 15% of the shares of Common Stock then
          outstanding.


                                      -6-
<PAGE>   10

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

               (r) "Nasdaq" shall mean the National Association of Securities
          Dealers, Inc. Automated Quotations System.

               (s) "NYSE" shall mean the New York Stock Exchange, Inc.

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

               (u) "Preferred Shares" shall mean shares of Series One Junior
          Participating Preferred Stock, par value $0.01 per share, of the
          Company having the rights and preferences set forth in the Form of
          Certificate of Designations attached to this Agreement as Exhibit A.

               (v) "Purchase Price" shall have the meaning set forth in Section
          7(b) hereof.

               (w) "Record Date" shall have the meaning set forth in the
          recitals of this Agreement.

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

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


               (z) "Rights Agent" shall have the meaning set forth in the
          preamble hereof.


               (aa) "Right" shall have the meaning set forth in the recitals of
          this Agreement.

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


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


               (ad) "Security" shall have the meaning set forth in Section 11(d)
          hereof.



                                      -7-
<PAGE>   11

               (ae) "Stock Acquisition Date" shall mean the first date of public
          announcement by the Company or an Acquiring Person that an Acquiring
          Person has become such.

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

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


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

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

          Section 2. Appointment of Rights Agent. The Company hereby appoints
     the Rights Agent to act as agent for the Company and the holders of the
     Rights (who, in accordance with Section 3 hereof, shall, prior to the
     Distribution Date, also be the holders of the Common Stock) in accordance
     with the terms and conditions hereof, and the Rights Agent hereby accepts
     such appointment. The Company may from time to time appoint such co-Rights
     Agents as it may deem necessary or desirable.


          Section 3. Issue of Right Certificates. (a) Until the earlier of (i)
     the tenth Business 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 of the Company prior to such time as any Person becomes
     an Acquiring Person) after the date of the commencement by any Person of,
     or of the first public announcement of the intention of any Person to
     commence, a tender or exchange offer the consummation of which would result
     in any Person becoming an Acquiring Person (including any such date which
     is after the date of this Agreement and prior to the issuance of the
     Rights; the earlier



                                      -8-
<PAGE>   12

     of such dates being herein referred to as the "Distribution Date"), (x) the
     Rights will be evidenced (subject to the provisions of Section 3(b) hereof)
     by the certificates for Common Stock registered in the names of the holders
     thereof (which certificates shall also be deemed to be Right Certificates)
     and not by separate Right Certificates, and (y) the Rights will be
     transferable only in connection with the transfer of Common Stock. 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, at the expense
     of the Company, send) by first-class, insured, postage prepaid mail, to
     each record holder of Common Stock as of the close of business on the
     Distribution Date, at the address of such holder shown on the records of
     the Company, a Right Certificate, in substantially the form of Exhibit B
     hereto (a "Right Certificate"), evidencing one Right for each share of
     Common Stock so held. As of the Distribution Date, the Rights will be
     evidenced solely by such Right Certificates.

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




                                      -9-
<PAGE>   13


     Record Date, with or without a copy of the Summary of Rights attached
     thereto, shall also constitute the transfer of the Rights associated with
     the Common Stock represented thereby.

          (c) Certificates for Common Stock which become outstanding (including,
     without limitation, reacquired Common Stock referred to in the last
     sentence of this paragraph (c) that are subsequently issued or distributed
     by the Company) after the Record Date but prior to the earliest of the
     Distribution Date, the Redemption Date or the Final Expiration Date shall
     have impressed on, printed on, written on or otherwise affixed to them the
     following legend:

               This certificate also evidences and entitles the holder hereof to
          certain Rights as set forth in a Rights Agreement between Basic Energy
          Services, Inc. and American Stock Transfer & Trust Company (the
          "Rights Agreement"), the terms of which are hereby incorporated herein
          by reference and a copy of which is on file at the principal executive
          offices of Sierra Well Service, Inc. Under certain circumstances, as
          set forth in the Rights Agreement, such Rights may be redeemed or be
          evidenced by separate certificates and no longer be evidenced by this
          certificate. Sierra Well Service, Inc. will mail to the holder of this
          certificate a copy of the Rights Agreement without charge after
          receipt of a written request therefor. Under certain circumstances, as
          set forth in the Rights Agreement, Rights owned by or transferred to
          any Person who becomes an Acquiring Person or an Affiliate or
          Associate thereof (as such terms are defined in the Rights Agreement),
          and certain transferees thereof, will become null and void and will no
          longer be transferable.

          With respect to such certificate 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 shall also
     constitute the transfer of the Rights associated with the Common Stock
     represented thereby. In the event that the Company purchases or acquires
     any Common Stock after the Record Date but prior to the Distribution Date,
     any Rights associated with such Common Stock shall be deemed cancelled and
     retired so that the Company shall not be entitled to exercise any Rights
     associated with the Common Stock which are no longer outstanding.



                                      -10-
<PAGE>   14


         Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. Subject to the
provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of one one-hundredths of a
Preferred Share as shall be set forth therein at the price per one one-hundredth
of a Preferred Share set forth therein, but the number of such one
one-hundredths of a Preferred Share and the Purchase Price shall be subject to
adjustment as provided herein.

     Section 5. Countersignature and Registration. (a) The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents, or its
Treasurer, either manually or by facsimile signature, shall have affixed thereto
the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force




                                      -11-
<PAGE>   15
and effect as though the Person who signed such Right Certificates had not
ceased to be such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any Person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of the Company to
sign such Right Certificates although at the date of the execution of this
Rights Agreement any such Person was not such an officer.

         (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office, 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 14 hereof, at any time after the Close of
Business on the Distribution Date, and at or prior to the Close of Business on
the earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the




                                      -12-
<PAGE>   16

principal office of the Rights Agent. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of
any such surrendered Right Certificate until the registered holder shall have
completed and signed the certificate contained in the form of assignment on the
reverse side of such Right Certificate and shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.
Thereupon, the Rights Agent shall 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 tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates.

     (b) Subject to the provisions of Section 11(a)(ii) hereof, at any time
after the Distribution Date and prior to the close of business on the earlier of
the Redemption Date and the Final 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, at the Company's request, reimbursement to the Company and the Rights Agent
of all reasonable expenses incidental thereto, and upon surrender to the Rights
Agent and cancellation of the Right Certificate if mutilated, the Company will
make and deliver a new Right Certificate of like tenor to the Rights Agent for
delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

     Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise




                                      -13-
<PAGE>   17

provided herein), in whole or in part, at any time after the Distribution Date,
upon surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent, together with payment of the Purchase Price for each
one one-hundredth of a Preferred Share as to which the Rights are exercised, at
or prior to the earliest of (i) the Close of Business on June __, 2010 (the
"Final Expiration Date"), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the "Redemption Date") and (iii) the time at
which such Rights are exchanged as provided in Section 24 hereof.

     (b) The Purchase Price for each one one-hundredth of a Preferred Share
purchasable pursuant to the exercise of a Right shall initially be $70.00, and
shall be subject to adjustment from time to time as provided in Section 11 or 13
hereof (the "Purchase Price") and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) of this Section 7.

     (c) Upon receipt of a Right Certificate representing exercisable Rights,
with the form of election to purchase duly executed, accompanied by payment of
the Purchase Price for the shares to be purchased and an amount equal to any
applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the Preferred
Shares certificates for the number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes any such transfer agent to comply with all
such requests, or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths of a Preferred Share as are to be
purchased (in which case certificates for the Preferred Shares represented by
such receipts shall be deposited by the transfer agent of the Preferred Shares
with such depositary agent) and the Company hereby




                                      -14-
<PAGE>   18

directs such depositary agent to comply with such request; (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof; (iii)
promptly after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder; and (iv) when appropriate, after receipt, deliver such cash to or upon
the order of the registered holder of such Right Certificate.

     (d) Except as otherwise provided herein, in case the registered holder of
any Right Certificate shall exercise less than all the Rights evidenced thereby,
a new Right Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Right Certificate or to his duly authorized assigns, subject to the provisions
of Section 14 hereof.

     (e) 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 of Rights upon the occurrence of any purported
transfer or exercise of Rights pursuant to Section 6 hereof or this Section 7
unless such registered holder shall have (i) completed and signed the
certificate contained in the form of assignment or election to purchase set
forth on the reverse side of the Rights Certificate surrendered for such
transfer or exercise and (ii) provided such additional evidence of the identity
of the Beneficial Owner (or former Beneficial Owner) 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



                                      -15-
<PAGE>   19

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 so cancel and retire, any other Right Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all 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.

     Section9. Availability of Preferred Shares. (a) The Company covenants and
agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury, the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7. The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares delivered upon exercise of Rights
shall at the time of delivery of the certificates for such Preferred Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable.

     (b) So long as the Preferred Shares (and, following the time that a Person
becomes an Acquiring Person, shares of Common Stock and other securities)
issuable upon the exercise of Rights may be listed or admitted



                                      -16-
<PAGE>   20

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

     (c) From and after such time as the Rights become exercisable, the Company
shall use its best efforts, if then necessary to permit the issuance of
Preferred Shares (and following the time that a Person first becomes an
Acquiring Person, shares of Common Stock and other securities) upon the exercise
of Rights, to register and qualify such Preferred Shares (and following the time
that a Person first becomes an Acquiring Person, shares of Common Stock and
other securities) under the Securities Act and any applicable state securities
or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause
such registration statement and qualifications to become effective as soon as
possible after such filing and keep such registration and qualifications
effective until the earlier of the date as of which the Rights are no longer
exercisable for such securities and the Final Expiration Date. The Company may
temporarily suspend, for a period of time not to exceed 90 days, the
exercisability of the Rights in order to prepare and file a registration
statement under the Securities Act and permit it to become effective. Upon any
such suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction unless the requisite qualification
in such jurisdiction shall have been obtained and until a registration statement
under the Securities Act (if required) shall have been declared effective.

     (d) The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Preferred Shares upon the exercise of Rights. The



                                      -17-
<PAGE>   21

Company shall not, however, be required to pay any transfer tax which may be
payable in respect of any transfer or delivery of Right Certificates to a Person
other than, or the issuance or delivery of certificates or depositary receipts
for the Preferred Shares in a name other than that of, the registered holder of
the Right Certificate evidencing Rights surrendered for exercise or to issue or
to deliver any certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax shall have been paid (any such tax
being payable by the holder of such Right Certificate at the time of surrender)
or until it has been established to the Company's reasonable satisfaction that
no such tax is due.

     Section10. Preferred Shares Record Date. Each Person in whose name any
certificate for Preferred Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Preferred
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which the
Preferred Shares transfer books of the Company are open. Prior to the exercise
of the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred Shares for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.



                                      -18-
<PAGE>   22

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

          (a) (i) In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on the Preferred Shares payable in
     Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)
     combine the outstanding Preferred Shares into a smaller number of Preferred
     Shares or (D) issue any shares of its capital stock in a reclassification
     of the Preferred Shares (including any such reclassification in connection
     with a consolidation or merger in which the Company is the continuing or
     surviving corporation), except as otherwise provided in this Section 11(a),
     the Purchase Price in effect at the time of the record date for such
     dividend or of the effective date of such subdivision, combination or
     reclassification, and the number and kind of shares of capital stock
     issuable on such date, shall be proportionately adjusted so that the holder
     of any Right exercised after such time shall be entitled to receive the
     aggregate number and kind of shares of capital stock which, if such Right
     had been exercised immediately prior to such date and at a time when the
     Preferred Share transfer books of the Company were open, such holder would
     have owned upon such exercise and been entitled to receive by virtue of
     such dividend, subdivision, combination or reclassification; provided,
     however, that in no event shall the consideration to be paid upon the
     exercise of one Right be less than the aggregate par value of the shares of
     capital stock of the Company issuable upon exercise of one Right.



                                      -19-
<PAGE>   23

          (ii) Subject to Sections 23 and 24 of this Agreement, in the event any
     Person becomes an Acquiring Person, then (A) the Purchase Price shall be
     adjusted to be the Purchase Price in effect immediately prior to such
     Person becoming an Acquiring Person multiplied by the number of one
     one-hundredths of a Preferred Share for which a Right was exercisable
     immediately prior to such Person becoming an Acquiring Person, whether or
     not such Right was then exercisable, and (B) each holder of a Right, except
     as otherwise provided in this Section 11(a)(ii) and Subsection 11(a)(iii)
     hereof, shall thereafter have the right to receive, upon exercise at a
     price equal to the Purchase Price (as so adjusted), in accordance with the
     terms of this Agreement and in lieu of Preferred Shares, such number of
     shares of Common Stock of the Company as shall equal the result obtained by
     (x) multiplying the then current Purchase Price by the number of one
     one-hundredths of a Preferred Share for which a Right is then exercisable
     and dividing that product by (y) 50% of the then current per share market
     price of the Company's Common Stock (determined pursuant to Section 11(d)
     hereof) on the date such Person became an Acquiring Person; provided,
     however, that the Purchase Price and the number of shares of Common Stock
     so receivable upon exercise of a Right shall thereafter be subject to
     further adjustment as appropriate in accordance with Section 11(f) hereof.
     Notwithstanding anything in this Agreement to the contrary, however, from
     and after the time (the "invalidation time") when any Person first becomes
     an Acquiring Person, any Rights that are beneficially owned by (x) any
     Acquiring Person (or any Affiliate or



                                      -20-
<PAGE>   24

     Associate of any Acquiring Person), (y) a transferee of any Acquiring
     Person (or any such Affiliate or Associate) who becomes a transferee after
     the invalidation time or (z) a transferee of any Acquiring Person (or any
     such Affiliate or Associate) who became a transferee prior to or
     concurrently with the invalidation time pursuant to either (I) a transfer
     from the Acquiring Person 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 paragraph, and subsequent transferees of such Persons, shall be 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. The Company shall use all reasonable efforts to ensure
     that the provisions of this Section 11(a)(ii) are complied with, but shall
     have no liability to any holder of Right Certificates or other Person as a
     result of its failure to make any determinations with respect to an
     Acquiring Person or its Affiliates, Associates or transferees hereunder.
     From and after the invalidation time, no Right Certificate shall be issued
     pursuant to Section 3 or Section 6 hereof that represents Rights that are
     or have become void pursuant to the provisions of this paragraph, and any
     Right Certificate delivered to the Rights Agent that represents Rights that
     are or have become void pursuant to the provisions of this paragraph shall
     be cancelled. From and after the occurrence of an event specified in
     Section 13(a) hereof, any Rights that theretofore have not been exercised
     pursuant to this Section 11(a)(ii) shall thereafter be exercisable only in
     accordance with Section 13 and not pursuant to this Section 11(a)(ii).
     Notwithstanding the occurrence of an adjustment in accordance with this
     Section 11(a)(ii), the Rights (other than those that have been invalidated
     pursuant to this Section 11(a)(ii)), shall remain subject to redemption
     pursuant to Section 23 hereof on the terms set forth herein.



                                      -21-
<PAGE>   25

          (iii) In the event that there shall not be sufficient shares of Common
     Stock issued but not outstanding or authorized but unissued to permit the
     exercise in full of the Rights in accordance with the subparagraph (ii) of
     this Section 11(a), the Company shall take all such action as may be
     necessary to authorize additional shares of Common Stock for issuance upon
     exercise of the Rights. In the event the Company shall, after good faith
     effort, be unable to take all such action as may be necessary to authorize
     such additional shares of Common Stock the Company shall, to the extent
     permitted by applicable law and any material agreements then in effect to
     which the Company is a party, (A) determine the excess of (1) the value of
     the shares of Common Stock issuable upon the exercise of a Right in
     accordance with the foregoing subparagraph (ii) (the "Current Value") over
     (2) the then current Purchase Price multiplied by the number of one
     one-hundredths of Preferred Shares for which a Right was exercisable
     immediately prior to the time that the Acquiring Person became such (such
     excess, the "Spread"), and (B) with respect to each Right (other than
     Rights which have become void pursuant to Section 11(a)(ii)), make adequate
     provision to substitute for the shares of Common Stock issuable in
     accordance with subparagraph (ii) upon exercise of the Right and payment of
     the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase
     Price, (3) Preferred Shares or other equity securities of the Company
     (including, without limitation, shares or fractions of shares of preferred
     stock which, by virtue of having dividend, voting and liquidation rights
     substantially comparable to those of the shares of Common Stock, are deemed
     in good faith by the Board of Directors to have substantially the same
     value as the shares of Common Stock (such shares of preferred stock and
     shares or fractions of shares of preferred stock are hereinafter referred
     to as



                                      -22-
<PAGE>   26

     "Common Stock equivalents")), (4) debt securities of the Company, (5) other
     assets, or (6) any combination of the foregoing, having a value which, when
     added to the value of the shares of Common Stock actually issued upon
     exercise of such Right, shall have an aggregate value equal to the Current
     Value (less the amount of any reduction in the Purchase Price), where such
     aggregate value has been determined by the Board of Directors upon the
     advice of a nationally recognized investment banking firm selected in good
     faith by the Board of Directors; provided, however, that if the Company
     shall not make adequate provision to deliver value pursuant to clause (B)
     above within 30 days following the date that the Acquiring Person became
     such (the "Section 11(a)(ii) Trigger Date"), then the Company shall be
     obligated to deliver, to the extent permitted by applicable law and any
     material agreements then in effect to which the Company is a party, upon
     the surrender for exercise of a Right and without requiring payment of the
     Purchase Price, shares of Common Stock (to the extent available), and then,
     if necessary, such number of fractions of Preferred Shares (to the extent
     available) and then, if necessary, cash, which shares and/or cash have an
     aggregate value equal to the Spread. If, upon the date any Person becomes
     an Acquiring Person, the Board of Directors shall determine in good faith
     that it is likely that sufficient additional shares of Common Stock could
     be authorized for issuance upon exercise in full of the Rights, then, if
     the Board of Director so elects, the 30-day period set forth above may be
     extended to the extent necessary, but not more than 90 days after the
     Section 11(a)(ii) Trigger Date, in order that the Company may seek
     stockholder approval for the authorization of such additional shares (such
     30-day period, as it may be extended, is herein called the "Substitution
     Period"). To the extent that the Company determines that some action need


                                      -23-
<PAGE>   27

     be taken pursuant to the second and/or third sentence of this Section
     11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii)
     hereof and the last sentence of this Section 11(a)(iii) hereof, that such
     action shall apply uniformly to all outstanding Rights and (y) may suspend
     the exercisability of the Rights until the expiration of the Substitution
     Period in order to seek any authorization of additional shares and/or to
     decide the appropriate form of distribution to be made pursuant to such
     second sentence and to determine the value thereof. In the event of any
     such suspension, the Company shall issue a public announcement stating that
     the exercisability of the Rights has been temporarily suspended, as well as
     a public announcement at such time as the suspension is no longer in
     effect. For purposes of this Section 11(a)(iii), the value of the shares of
     Common Stock shall be the current per share market price (as determined
     pursuant to Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and the
     per share or fractional value of any "Common Stock equivalent" shall be
     deemed to equal the current per share market price of the Common Stock. The
     Board of Directors of the Company may, but shall not be required to,
     establish procedures to allocate the right to receive shares of Common
     Stock upon the exercise of the Rights among holders of Rights pursuant to
     this Section 11(a)(iii).

     (b) In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of Preferred Shares entitling them (for a
period expiring within 45 calendar days after such record date) to subscribe for
or purchase Preferred Shares (or shares having the same rights, privileges and
preferences as the Preferred Shares ("equivalent preferred shares")) or
securities convertible into Preferred Shares or equivalent preferred shares at a
price per Preferred Share or equivalent preferred share (or having a conversion
price per share, if a security convertible



                                      -24-
<PAGE>   28

into Preferred Shares or equivalent preferred shares) less than the then current
per share market price of the Preferred Shares on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of Preferred Shares which the
aggregate offering price of the total number of Preferred Shares and/or
equivalent preferred shares so to he offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of additional
Preferred Shares and/or equivalent preferred shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be 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. Preferred Shares owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price that would
then be in effect if such record date had not been fixed.

     (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a



                                      -25-
<PAGE>   29

consolidation or merger in which the Company is the continuing or surviving
corporation) of evidences of indebtedness or assets (other than a regular
quarterly cash dividend or a dividend payable in Preferred Shares) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the then current per
share market price of the Preferred Shares on such record date, less the fair
market value (as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent) of the portion of the assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one
Preferred Share and the denominator of which shall be such current per share
market price of the Preferred Shares; provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company to be issued
upon exercise of one Right. Such adjustments shall be made successively whenever
such a record date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

     (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
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



                                      -26-
<PAGE>   30

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 NYSE or, if the Security is not listed or admitted to
trading on the NYSE, 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 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 on which the security is listed or admitted to
trading on any national securities exchange, a Business Day.

     (ii) For the purpose of a computation hereunder, the "current per share
market price" of the Preferred Shares shall be determined in accordance with the
method set forth in Section 11(d)(i).

                                      -27-
<PAGE>   31
If the Preferred Shares are not publicly traded, the "current per share market
price" of the Preferred Shares shall be conclusively deemed to be the current
per share market price of the Common Stock as determined pursuant to Section
11(d)(i) (appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof), multiplied by 100. If
neither the Common Stock nor the Preferred Shares is publicly held or so 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) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one ten-thousandth of a
Preferred Share or one ten-thousandth of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which require such adjustment and (ii)
the date of the expiration of the right to exercise any Rights.

     (f) If, as a result of an adjustment made pursuant to Section 11(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive
any shares of capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in



                                      -28-
<PAGE>   32

Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10
and 13 with respect to the Preferred Shares shall apply on like terms to any
such other shares.

     (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

     (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
Preferred Share (calculated to the nearest one ten-thousandth of a Preferred
Share) obtained by (A) multiplying (x) the number of one one-hundredths of a
share covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (B) 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 substitution for any adjustment
in the number of one one-hundredths of a Preferred Share purchasable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-hundredths of a
Preferred Share for which a Right was exercisable immediately prior to such
adjustment. Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing




                                      -29-
<PAGE>   33

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

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



                                      -30-
<PAGE>   34

     (k) Before taking any action that would cause an adjustment reducing the
Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred Shares or other shares of capital 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 Preferred Shares or other such shares 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
issuing to the holder of any Right exercised after such record date of the
Preferred Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares 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 consolidation or subdivision of the Preferred Shares, issuance
wholly for cash of any Preferred Shares at less than the current market price,
issuance wholly for cash of Preferred Shares or securities which by their terms
are convertible into or exchangeable for Preferred Shares, dividends on
Preferred Shares payable in Preferred Shares or issuance of rights, options or



                                      -31-
<PAGE>   35

warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Shares shall not be taxable to such stockholders.

     (n) In the event that at any time after the date of this Agreement and
prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on the Common Stock payable in Common Stock or (ii) effect a
subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock) into
a greater or lesser number of shares of Common Stock, then in any such case the
Rights 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, of
which the numerator shall be equal to the number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and of which the
denominator shall be equal to the total number of shares of Common Stock
outstanding immediately following the occurrence of such event. The adjustments
provided for in this Section 11(n) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected.

     Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Stock or the
Preferred Shares a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate in accordance with Section 23 hereof. The
Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained and shall not be obligated



                                      -32-
<PAGE>   36

or responsible for calculating any adjustment nor shall it be deemed to have
knowledge of such adjustment unless and until it shall have received such
certificate.

     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning
Power. (a) In the event, directly or indirectly, at any time after a Person has
become an Acquiring Person, (i) the Company shall consolidate with, or merge
with and into, any other Person, (ii) any Person shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Stock shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (iii) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person (other than the Company or one or more of its wholly-owned
Subsidiaries), then, and in each such case, proper provision shall be made so
that (A) each holder of a Right (other than Rights that have become void
pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon
the exercise thereof at a price equal to the then current Purchase Price
multiplied by the number of one one-hundredths of a Preferred Share for which a
Right is then exercisable, in accordance with the terms of this Agreement and in
lieu of Preferred Shares, such number of validly issued, fully paid and
non-assessable and freely tradeable shares of Common Stock of the Principal
Party (as defined herein) not subject to any liens, encumbrances, rights of
first refusal or other adverse claims, as shall equal the result obtained by (I)
multiplying the then current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (II) 50% of the then current

                                      -33-
<PAGE>   37

per share market price of the Common Stock of such Principal Party (determined
in accordance to Section 11(d)(i) hereof) on the date of consummation of such
consolidation, merger, sale or transfer; provided that the Purchase Price and
the number of shares of Common Stock of such Principal Party issuable upon
exercise of each Right shall be further adjusted as provided in Section 11(f) of
this Agreement to reflect any events occurring in respect of such Principal
Party after the date of such consolidation, merger, sale or transfer; (B) 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; (C) the term "Company" shall thereafter
be deemed to refer to such Principal Party; and (D) such Principal Party shall
take such steps (including, but not limited to, the reservation of a sufficient
number of its shares of Common Stock in accordance with Section 9 hereof) in
connection with such consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the shares of its Common Stock thereafter
deliverable upon the exercise of the Rights; provided that, upon the subsequent
occurrence of any consolidation, merger, sale or transfer of assets or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right and
payment of the Purchase Price as provided in this Section 13(a), such cash,
shares, rights, warrants and other property which such holder would have been
entitled to receive had such holder, at the time of such transaction, owned the
Common Stock of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13(a), 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.


                                      -34-
<PAGE>   38

         (b)      As used in this Section 13, "Principal Party" shall mean

                  (i) in the case of any transaction described in clause (i) or
         (ii) of the first sentence of Section 13(a) hereof: (A) the Person that
         is the issuer of the securities into which the shares of Common Stock
         are converted in such merger or consolidation, or, if there is more
         than one such issuer, the issuer the shares of Common Stock of which
         have the greatest aggregate market value of shares outstanding, or (B)
         if no securities are so issued, (x) the Person that is the other party
         to the merger, if such Person survives said merger, or, if there is
         more than one such Person, the Person the shares of Common Stock of
         which have the greatest aggregate market value of shares outstanding or
         (y) if the Person that is the other party to the merger does not
         survive the merger, the Person that does survive the merger (including
         the Company if it survives) or (z) the Person resulting from the
         consolidation; and

                  (ii) in the case of any transaction described in clause (iii)
         of the first sentence in Section 13(a) hereof, the Person that is the
         party receiving the greatest portion of the assets or earning power
         transferred pursuant to such transaction or transactions, 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 aggregate market value of shares
         outstanding; provided, however, that in any such case described in the
         foregoing clause (b)(i) or (b)(ii), if the Common Stock of such Person
         is not at such time or 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, and the Common Stocks of all of such persons have been so



                                      -35-
<PAGE>   39

          registered, the term "Principal Party" shall refer to whichever of
          such Persons is the issuer of Common Stock having the greatest
          aggregate 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, sale or
transfer referred to in Section 13(a) hereof 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 requirements of Sections 13(a)
and (b) hereof shall promptly be performed in accordance with their terms and
that such consolidation, merger, sale or transfer of assets shall not result in
a default by the Principal Party under this Agreement as the same shall have
been assumed by the Principal Party pursuant to Sections 13(a) and (b) hereof
and providing that, as soon as practicable after executing such agreement
pursuant to this Section 13, the Principal Party will:

          (i) prepare and file a registration statement under the Securities
     Act, if necessary, 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


                                      -36-
<PAGE>   40

     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 Securities Act) until the Final
     Expiration Date, and similarly comply with applicable state securities
     laws;

          (ii) use its best efforts, if the Common Stock of the Principal Party
     shall be listed or admitted to trading on the New York Stock Exchange or on
     another national securities exchange, to list or admit to trading (or
     continue the listing of) the Rights and the securities purchasable upon
     exercise of the Rights on the New York Stock Exchange or such securities
     exchange, or, if the Common Stock of the Principal Party shall not be
     listed or admitted to trading on the New York Stock Exchange or a national
     securities exchange, to cause the Rights and the securities receivable upon
     exercise of the Rights to be reported by such other system then in use;

          (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;
     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 has provision in any of its authorized
securities or in its certificate of incorporation or by-laws or other instrument
governing its corporate affairs, which provision would have the effect of (i)
causing such Principal Party to issue (other than to holders of Rights pursuant
to this Section 13), in connection with, or as a consequence of, the
consummation



                                      -37-
<PAGE>   41
of a transaction referred to in this Section 13, shares of Common Stock of such
Principal Party at less than the then current market price per share thereof
(determined pursuant to Section 11(d) hereof) or securities exercisable for, or
convertible into, Common Stock of such Principal Party at less than such then
current market price, or (ii) providing for any special payment, tax or similar
provision in connection with the issuance of the Common Stock of such Principal
Party pursuant to the provisions of Section 13, then, in such event, the Company
hereby agrees with each holder of Rights that it shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been
cancelled, waived or amended, or that the authorized securities shall be
redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.

     (e) The Company covenants and agrees that it shall not, at any time after a
Person first becomes an Acquiring Person enter into any transaction of the type
contemplated by any of clauses (i) - (iii) of Section 13(a) hereof if (x) 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, (y)
prior to, simultaneously with or immediately after such consolidation, merger,
sale, transfer of 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


                                      -38-
<PAGE>   42


Affiliates or Associates or (z) 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. In lieu of such fractional Rights, there shall
be paid to the registered holders of the Right Certificates with regard to which
such fractional Rights would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole Right. For the purposes
of this Section 14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on
which such fractional Rights would have been otherwise issuable. The closing
price for any day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case, as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the NYSE or, if the Rights are not listed or admitted to trading on
the NYSE, 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


                                      -39-
<PAGE>   43


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 Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts,
pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided that such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Shares
represented by such depositary receipts. In lieu of fractional Preferred Shares
that are not integral multiples of one one-hundredth of a Preferred Share, the
Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Preferred Share. For the purposes of
this Section 14(b), the current market value of a Preferred Share shall be the
closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

     (c) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates which evidence fractional shares of
Common Stock upon the exercise or exchange of Rights. In lieu of such fractional
shares of Common Stock, the Company shall pay to the registered holders of the
Right Certificates with regard to which such fractional shares of


                                      -40-
<PAGE>   44


Common Stock would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole share of Common Stock (as
determined in accordance with Section 14(a) hereof) for the Trading Day
immediately prior to the date of such exercise or exchange.

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

     Section 15. Rights of Action. All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder 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.


                                      -41-
<PAGE>   45


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

          (a) prior to the Distribution Date, the Rights will be transferable
     only in connection with the transfer of the 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 principal office or agency 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 the Preferred Shares or any other
securities of the Company which may at any time be issuable on the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter


                                      -42-
<PAGE>   46


submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with
the provisions hereof.

     Section 18. Concerning the Rights Agent. (a) The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability arising therefrom, directly or
indirectly. The indemnification provided for hereunder shall survive the
expiration of the Rights and the termination of this Agreement.

     (b) The Rights Agent may conclusively rely upon and shall be protected and
shall incur no liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its administration of this Agreement in
reliance upon any Right Certificate or certificate for the Preferred Shares or
Common Stock or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and,


                                      -43-
<PAGE>   47


where necessary, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.
Notwithstanding anything in this Agreement to the contrary, in no event shall
the Rights Agent be liable for special, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if the
Rights Agent has been advised of the likelihood of such loss or damage and
regardless of the form of the action.

     Section 19. Merger or Consolidation or Change of Name of Rights Agent. (a)
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the stock transfer or
corporate trust powers of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; provided that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof. In case at the
time such successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of 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.


                                      -44-
<PAGE>   48


     (b) In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed
name; and 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, and no implied duties or
obligations shall be read into this Agreement against the Rights Agent:

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

          (b) Whenever in the performance of its duties under this Agreement the
     Rights Agent shall deem it necessary or desirable that any fact or matter
     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 my one of the Chairman of
     the Board, the Chief Executive Officer, the President, any Vice President,
     the Treasurer or the Secretary of the Company and delivered to the Rights
     Agent; and such certificate shall be full


                                      -45-
<PAGE>   49


authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.

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

          (d) The Rights Agent shall not be liable for or by reason of any of
     the statements of fact or recitals contained in this Agreement or in the
     Right Certificates (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 change in the
     exercisability of the Rights (including the Rights becoming void in
     accordance with Section 11(a)(ii) hereof) or any adjustment in the terms of
     the Rights (including the manner, method or amount thereof) provided for in
     Section 3, 11, 13, 23 or 24, or the ascertaining of the existence of facts
     that would require any such change or adjustment (except with respect to
     the exercise of Rights evidenced by Right Certificates after actual notice
     that such change or adjustment is required); nor shall it by any act
     hereunder be deemed to make any representation or warranty as to the
     authorization or reservation of any Preferred Shares to be issued pursuant
     to this


                                      -46-
<PAGE>   50


Agreement or any Right Certificate or as to whether any Preferred Shares 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 this Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
     instructions with respect to the performance of its duties hereunder from
     any one of the Chairman of the Board, the Chief Executive Officer, the
     President, any Vice President, the 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 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 five 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


                                      -47-
<PAGE>   51


     date in the case of an omission), the Rights Agent shall have received
     written instructions in response to such application specifying the action
     to be taken or omitted.

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

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

          (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),
     the Rights Agent shall not take any further action with respect to such
     requested exercise or transfer without first consulting with the Company.

          (k) No provision of this Agreement shall require the Rights Agent to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder or in the exercise of its
     rights if there shall be reasonable grounds for


                                      -48-
<PAGE>   52


     believing that repayment of such funds or adequate indemnification against
     such risk or liability is not reasonably assured to it.

          (l) The Rights Agent shall not be required to take notice or be deemed
     to have notice of any fact, event or determination (including, without
     limitation, any dates or events defined in this Agreement or the
     designation of any Person as an Acquiring Person, Affiliate, Associate or
     Subsidiary) under this Agreement unless and until the rights Agent shall be
     specifically notified in writing by the Company of such fact, event or
     determination.

     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 or Preferred Shares by registered or certified mail, and, at
the expense of the Company, to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent 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 or Preferred Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the


                                      -49-
<PAGE>   53


Company or by such a court shall be a corporation organized and doing business
under the laws of the United States, in good standing, which is authorized under
such laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million. 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 or Preferred Shares, and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

     Section 22. Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Right Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement. In addition, in connection with the issuance or
sale of Common Stock following the Distribution Date and prior to the earlier of
the Redemption Date and the Final


                                      -50-
<PAGE>   54


Expiration Date, the Company may with respect to shares of Common 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 Board of Directors of the Company may, at
its option, at any time prior to the Close of Business on the 10th Business Day
after the Stock Acquisition Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $0.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"). The redemption of the Rights by the
Board of Directors of the Company may be made effective at such time, on such
basis and with such conditions as the Board of Directors of the Company, in its
sole discretion may establish. The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the current market
price of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors.

     (b) Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights pursuant to paragraph (a) of this Section
23 (or at such later time as the Board of Directors may establish for the
effectiveness of such redemption), and without any further action and without
any notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly give public notice of any such redemption; provided,
however, that the failure to give, or


                                      -51-
<PAGE>   55


any defect in, any such notice shall not affect the validity of such redemption.
Within 10 days after such action of the Board of Directors of the Company
ordering the redemption of the Rights, the Company shall mail a notice of
redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other than in connection with the purchase of Common Stock prior to the
Distribution Date.

     Section 24. Exchange. (a) The Board of Directors of the Company may, at its
option, at any time after any Person first becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which shall not
include Rights that have become void pursuant to the provisions of Section
11(a)(ii) hereof) for 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
exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors of the Company shall not
be empowered to 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 Common 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


                                      -52-
<PAGE>   56


this Section 24(a). The exchange of the Rights by the Board of Directors may be
made effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish.

     (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 hold by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the shares of Common Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become void pursuant to the
provisions of Section 11(a)(ii) 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
take all such action as may be necessary to


                                      -53-
<PAGE>   57


authorize additional shares of Common Stock for issuance upon exchange of the
Rights. In the event the Company shall, after good faith effort, be unable to
take all such action as may be necessary to authorize such additional Common
Stock, the Company shall substitute, for each share of Common Stock that would
otherwise be issuable upon exchange of a Right, a number of Preferred Shares or
fraction thereof such that the current per share market price of one Preferred
Share multiplied by such number or fraction is equal to the current per share
market price of one share of Common Stock as of the date of issuance of such
Preferred Shares or fraction thereof.

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

     Section 25. Notice of Certain Events. (a) In case the Company shall at any
time after the earlier of the Distribution Date and the Stock Acquisition Date
propose (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Shares or to make any other distribution to the holders of its
Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect


                                      -54-
<PAGE>   58


any reclassification of its Preferred Shares (other than a reclassification
involving only the subdivision or combination of outstanding Preferred Shares),
(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 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to, any other Person, (v) to effect the liquidation, dissolution or winding up
of the Company, or (vi) to declare or pay any dividend on the Common Stock
payable in Common Stock or to effect a subdivision, combination or consolidation
of the Common Stock (by reclassification or otherwise than by payment of
dividends in Common Stock), then, in each such case, the Company shall give to
each holder of a Right Certificate, in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights or warrants, or the
date on which such reclassification. consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the Common Stock and/or Preferred
Shares, 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 the Preferred Shares 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 the Common Stock and/or Preferred
Shares, whichever shall be the earlier.

     (b) In case the event set forth in Section 11(a)(ii) or Section 13 hereof
shall occur, then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate (or if occurring prior to the Distribution
Date, the holders of the Common Stock), in accordance with Section 26 hereof, a
notice of the occurrence of such event, which notice shall describe such event


                                      -55-
<PAGE>   59


and the consequences of such event to holders of Rights under Section 11(a)(ii)
or Section 13 hereof, as the case may be.

     Section 26. Notices. Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Right Certificate to
or on the Company shall be sufficiently given or made if sent by registered or
certified mail and deemed given upon receipt, addressed (until another address
is filed in writing with the Rights Agent) as follows:

                 Sierra Well Service, Inc.
                 406 North Big Spring
                 Midland, Texas 79701
                 Attention: President

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sent by registered or
certified mail and shall be deemed given upon receipt, and addressed (until
another address is filed in writing with the Company) as follows:

                 American Stock Transfer & Trust Company
                 40 Wall Street, 46th Fl.
                 New York, New York 10005
                 Attention: Executive Vice President

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

     Section 27. Supplements and Amendments. Except as otherwise provided in
this Section 27, for so long as the Rights are then redeemable, 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


                                      -56-
<PAGE>   60


Agreement in any respect without the approval of any holders of the Rights,
including, without limitation, as long as the Rights are then redeemable, to
extend the period during which the Rights may be redeemed. At any time when the
Rights are no longer redeemable, except as otherwise provided in 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 Rights
Certificates in order to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder, or (iv)
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable; provided that no such supplement or amendment
shall adversely affect the interests of the holders of Rights as such (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person),
and no such amendment may cause the rights again to become redeemable or cause
the Agreement again to become amendable other than in accordance with this
sentence. Notwithstanding anything contained in this Agreement to the contrary,
no supplement or amendment shall be made which decreases the Redemption Price.
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 in this Agreement to the contrary, no
supplement or amendment that changes the rights and duties of the Rights Agent
under this Agreement will be effective against the Rights Agent without the
execution of such supplement or amendment by the Rights Agent.


                                      -57-
<PAGE>   61


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

     Section 29. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Stock) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Stock).

     Section 30. Determination and Actions by the Board of Directors. The Board
of Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise the rights and powers specifically
granted to the Board of Directors of the Company or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, a determination
to redeem or not redeem the Rights or to amend this Agreement). All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) that
are 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 parties, and (y) not subject the
Board of Directors to any liability to the holders of the Rights.


                                      -58-
<PAGE>   62


     Section 31. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

     Section 32. 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 in accordance
with the laws of such State applicable to contracts to be made and performed
entirely within such State.

     Section 33. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     Section 34. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                                      -59-
<PAGE>   63


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


                                      Basic Energy Services, Inc.


                                      By:
                                          --------------------------------------
                                          Kenneth V. Huseman
                                          President and Chief Executive Officer


                                      American Stock Transfer & Trust Company


                                      By:
                                          --------------------------------------
                                          Herbert J. Lemmer,
                                          Vice President


<PAGE>   64


                                                                       EXHIBIT A


                         CERTIFICATE OF DESIGNATIONS OF

               SERIES ONE JUNIOR PARTICIPATING PREFERRED STOCK OF

                           BASIC ENERGY SERVICES, INC.

                     (PURSUANT TO SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE)


                                   ----------


     Basic Energy Services, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Company"), hereby certifies that the following resolution was duly adopted by
the Board of Directors of the Company as required by Section 151 of the General
Corporation Law of the State of Delaware at a meeting duly called and held on
March 21, 2000:

     WHEREAS, pursuant to the Company's Certificate of Incorporation, as amended
to date (hereinafter called the "Certificate of Incorporation"), the Company is
authorized to issue up to 5,000,000 shares of preferred stock, par value $.01
per share (the "Preferred Stock"), from time to time, none of which are
currently outstanding; and

     WHEREAS, pursuant to the authority vested in the Board of Directors of the
Company in accordance with the General Corporation Law of the State of Delaware
and the Company's Certificate of Incorporation, the Board of Directors is
authorized by resolution duly adopted to designate shares of Preferred Stock to
be issued, in one or more series, to provide for the designation thereof of 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;

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to
and vested in the Board of Directors of the Company (hereinafter called the
"Board of Directors" or the "Board") in accordance with the provisions of the
Company's Certificate of Incorporation, the Board of Directors on March 21, 2000
adopted the following resolutions to create a new series of Preferred Stock; and
be it further

     RESOLVED, that pursuant to the authority of the Board of Directors of the
Company in accordance with the provisions of the Delaware General Corporation
Law and the Certificate of Incorporation, a Series One Junior Participating
Preferred Stock of the Company is hereby created and 500,000 shares of preferred
stock shall be reserved for issuance as Series One Junior


                                      A-1
<PAGE>   65


Participatory Preferred Stock in accordance with the Certificate of Designation,
with the designations thereof 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 as set forth
below:

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

     Section 2. Dividends and Distributions.

     (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock of the Company (the "Preferred Stock") (or any similar stock)
ranking prior and superior to the Series One Preferred Stock with respect to
dividends, the holders of shares of Series One Preferred Stock, in preference to
the holders of Common Stock, par value $0.01 per share, of the Company (the
"Common Stock") and of any other stock of the Company ranking junior to the
Series One Preferred Stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available therefor,
quarterly dividends payable in cash on the last day of January, April, July, and
October in each year (each such date being referred to herein as a "Dividend
Payment Date"), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series One Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
and (b) subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock, declared
on the Common Stock since the immediately preceding Dividend Payment Date or,
with respect to the first Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series One Preferred Stock. In the event that
the Company shall at any time after June ___, 2000 declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series One Preferred Stock
were entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


                                      A-2
<PAGE>   66


     (B) The Company shall declare a dividend or distribution on the Series One
Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Dividend Payment Date and the next subsequent Dividend
Payment Date, a dividend of $1.00 per share on the Series One Preferred Stock
shall nevertheless be payable, when, as and if declared, on such subsequent
Dividend Payment Date.

     (C) Dividends shall begin to accrue and be cumulative, whether or not
earned or declared, on outstanding shares of Series One Preferred Stock from the
Dividend Payment Date next preceding the date of issue of such shares, unless
the date of issue of such shares is prior to the record date for the first
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series One Preferred Stock entitled to receive a
quarterly dividend and before such Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series One 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 One Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.

     Section 3. Voting Rights. The holders of shares of Series One Preferred
Stock shall have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth and
except as otherwise provided in the Certificate of Incorporation or required by
law, each share of Series One Preferred Stock shall entitle the holder thereof
to 100 votes on all matters upon which the holders of the Common Stock of the
Company are entitled to vote. In the event the Company shall at any time after
June ___, 2000 declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series One Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     (B) Except as otherwise provided herein, in the Certificate of
Incorporation or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock, and except


                                      A-3
<PAGE>   67


as otherwise required by law, the holders of shares of Series One Preferred
Stock and the holders of shares of Common Stock and any other capital stock of
the Company having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Company.

     (C) Except as set forth herein, or as otherwise provided by law or the
Certificate of Incorporation, holders of Series One Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

     Section 4. Certain Restrictions.

     (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series One Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not earned or declared, on shares of Series One
Preferred Stock outstanding shall have been paid in full, the Company shall not:

          (i) declare or pay dividends, or make any other distributions, on any
     shares of stock ranking junior (as to dividends) to the Series One
     Preferred Stock;

          (ii) declare or pay dividends, or make any other distributions, on any
     shares of stock ranking on a parity (as to dividends) with the Series One
     Preferred Stock, except dividends paid ratably on the Series One 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;

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of any stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series One Preferred Stock, provided that
     the Company may at any time redeem, purchase or otherwise acquire shares of
     any such junior stock in exchange for shares of any stock of the Company
     ranking junior (as to dividends and upon dissolution, liquidation or
     winding up) to the Series One Preferred Stock or rights, warrants or
     options to acquire such junior stock; or

          (iv) redeem or purchase or otherwise acquire for consideration any
     shares of Series One Preferred Stock, or any shares of stock ranking on a
     parity (either as to dividends or upon liquidation, dissolution or winding
     up) with the Series One Preferred Stock, except in accordance with a
     purchase offer made in writing or by publication (as determined by the
     Board of Directors) 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.


                                      A-4
<PAGE>   68


     (B) The Company shall not permit any subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

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

     Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (A) to
the holders of the Common Stock or of shares of any other stock of the Company
ranking junior, upon liquidation, dissolution or winding up, to the Series One
Preferred Stock unless, prior thereto, the holders of shares of Series One
Preferred Stock shall have received $1.00 per share, plus an amount equal to
accrued and unpaid dividend distributions thereon, whether or not earned or
declared, to the date of such payment, provided that the holders of shares of
Series One Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (B) to the holders of shares of stock ranking on a parity
upon liquidation, dissolution or winding up with the Series One Preferred Stock,
except distributions made ratably on the Series One Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event, however, that there are not sufficient assets available to permit payment
in full of the Series One Preferred Stock liquidation preference and the
liquidation preferences of all other classes and series of stock of the Company,
if any, that rank on a parity with the Series One Preferred Stock in respect
thereof, then the assets available for such distribution shall be distributed
ratably to the holders of the Series One Preferred Stock and the holders of such
parity shares in the proportion to their respective liquidation preferences. In
the event the Company shall at any time after June ___, 2000 declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series One
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (A) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

     Section 7. Consolidation, Merger, etc. In the case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are


                                      A-5
<PAGE>   69


converted into, exchanged for or changed into other stock or securities, cash
and/or any property, then in any such case each share of Series One Preferred
Stock shall at the same time be similarly converted into, exchanged for or
changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted, exchanged
or converted. In the event the Company shall at any time after June ___, 2000
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the conversion, exchange or change of shares
of Series One Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     Section 8. No Redemption. The shares of Series One Preferred Stock shall
not be redeemable from any holder.

     Section 9. Rank. The Series One Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Company, junior to all other series of
Preferred Stock and senior to the Common Stock.

     Section 10. Amendment. If any proposed amendment to the Certificate of
Incorporation (including this Certificate of Designations) would alter, change
or repeal any of the preferences, powers or special rights given to the Series
One Preferred Stock so as to affect the Series One Preferred Stock adversely,
then the holders of the Series One Preferred Stock shall be entitled to vote
separately as a class upon such amendment, and the affirmative vote of
two-thirds of the outstanding shares of the Series One Preferred Stock, voting
separately as a class, shall be necessary for the adoption thereof, in addition
to such other vote as may be required by the General Corporation Law of the
State of Delaware.

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


                                      A-6
<PAGE>   70


     IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the Company by its Chairman, President and Chief Executive Officer and
attested by its Secretary this ___th day of June, 2000.


                                           -------------------------------------
                                           Kenneth V. Huseman
                                           President and Chief Executive Officer


---------------------------------
Secretary


                                      A-7
<PAGE>   71


                                                                       EXHIBIT B
                            Form of Right Certificate
Certificate No. R-                                                 ______ Rights


     NOT EXERCISABLE AFTER JUNE _, 2010 OR EARLIER IF REDEMPTION OR EXCHANGE
     OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND TO
     EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.



                           Basic Energy Services, Inc.

     This certifies that , or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated
as of June __, 2000 (the "Rights Agreement"), between Basic Energy Services,
Inc., a Delaware corporation (the "Company"), and American Stock Transfer &
Trust Company, 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 Standard (New York City) time,
on June ___, 2010 at the principal office of the Rights Agent, or at the office
of its successor as Rights Agent, one-hundredth of a fully paid non-assessable
share of Series One Junior Participating Preferred Stock, par value $0.01 per
share, of the Company (the "Preferred Shares") at a purchase price of $70.00
(subject to adjustment as provided in the Rights Agreement) per one-hundredth of
a Preferred Share (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Right Certificate (and the number of
one-hundredths of a Preferred Share which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of June __, 2000, based on the Preferred Shares as constituted
at such date. As provided in the Rights Agreement, the Purchase Price and the
number of one-hundredths of a Preferred Share 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.

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

     This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate


                                      B-1
<PAGE>   72


number of Preferred Shares 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 Right Certificate (i) may be redeemed by the Company at a redemption price
of $0.01 per Right or (ii) may be exchanged in whole or in part for Preferred
Shares or shares of the Company's Common Stock, par value $0.01 per share.

     No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one-hundredth of a Preferred Share, which may, at the election of
the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash
payment will be made, as provided in the Rights Agreement.

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


                                      B-2
<PAGE>   73


                                        BASIC ENERGY SERVICES, INC.

ATTEST:

                                        By
------------------------------------       -------------------------------------
Name:                                      Name:
Title: Secretary                           Title: President


Countersigned:                          American Stock Transfer & Trust Company,
                                        as Rights Agent




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


                                      B-3
<PAGE>   74


                    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 to

________________________________________________________________________________
                  (Please print name and address of transferee)

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

Dated: __________________________ , _____

                                    Signature
                                              ----------------------------------
     Signature Guaranteed:

     Signatures must be guaranteed by an eligible and recognized participant (as
determined by the Rights Agent) in a signature guarantee program (such as the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program), unless the Rights
Certificate is delivered by (i) a registered holder of the Rights (or a
participant in DTC whose name appears on a security position listing as the
owner of such Rights) or (ii) for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank, trust company, or savings bank or savings
and loan association having an office or correspondent in the United States, in
each case in accordance with the Rights Agent's standards and procedures and
pursuant


                                      B-4
<PAGE>   75


to Rule 17Ad-15 under the Securities Exchange Act of 1934 as such rule may be
amended from time to time.



     The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).



                                        Signature
                                                  ------------------------------


                                      B-5
<PAGE>   76


              Form of Reverse Side of Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE

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

To:  Sierra Well Service, Inc.

     The undersigned hereby irrevocably elects to exercise __________ Rights
represented by this Right Certificate to purchase the Preferred Shares issuable
upon the exercise of such Rights and requests that certificates for such
Preferred Shares be issued in the name of:

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 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.


                                      B-6
<PAGE>   77


            (Form of Reverse Side of Right Certificate -- continued)



     The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).

                                    Signature
                                             -----------------------------------

                                      B-7
<PAGE>   78


                                     NOTICE

     The signature in the Form of Assignment or Form of Election to Purchase, as
the case may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

     In the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed, the
Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.


                                      B-8
<PAGE>   79


                                                                       EXHIBIT C

                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED STOCK

     On June __, 2000, the Board of Directors of Sierra Well Service, Inc. (the
"Company") declared a dividend distribution of one preferred stock purchase
right (a "Right") for each outstanding share of common stock, par value $0.01
per share ("Common Stock"), of the Company. The distribution is payable on June
___, 2000 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder thereof to purchase from the Company
one-hundredth of a share of Series One Junior Participating Preferred Stock, par
value $0.01 per share, of the Company (the "Preferred Stock") at a price of
$70.00, subject to adjustment. The following is a summary of the Rights; the
full description and terms of the Rights are set forth in a Stockholder Rights
Agreement (the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").

     Copies of the Rights Agreement and the Certificate of Designation are
available free of charge from the Company. This summary description of the
Rights and the Preferred Stock does not purport to be complete and is qualified
in its entirety by reference to all the provisions of the Rights Agreement and
the Certificate of Designation, including the definitions therein of certain
terms, which Rights Agreement and Certificate of Designation are incorporated
herein by reference.

     Initially, the Rights will attach to all certificates representing shares
of outstanding Company Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Company Common Stock and the
Distribution Date will occur upon the earlier of (i) 10 business days following
the date of public announcement that a person or group of persons has become an
Acquiring Person (as hereinafter defined) or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to the
time a person becomes an Acquiring Person) following the commencement of, or the
announcement of an intention to make, a tender offer or exchange offer upon
consummation of which the offeror would, if successful, become an Acquiring
Person (the earlier of such dates being called the "Distribution Date").

     The term "Acquiring Person" means any person who or which, together with
all of its affiliates and associates, shall be the beneficial owner of 15% or
more of the outstanding Common Stock, but shall not include (i) the Company or
any Subsidiary (as such term is hereinafter defined) of the Company or any
employee benefit plan of the Company, (ii) H.H. Wommack, III, his spouse, lineal
descendants and ascendants, heirs, executors or other legal representatives and
any trusts or limited partnerships established for the benefit of the foregoing,
or any other person or entity in which the foregoing persons or entities are at
the time of determination the direct record and beneficial owners of all
outstanding voting securities, (iii) Southwest Royalties Holdings, Inc.,
Southwest Partners II, L.P. and Southwest Partners III, L.P. and each of their
Affiliates and Associates, or (iv) Joint Energy Development Investments II
Limited Partnership ("JEDI"), provided


                                      C-1
<PAGE>   80


that JEDI shall cease to be an Exempt Person if the shares of which JEDI is a
Beneficial Owner exceed 15% of the shares of Common Stock then outstanding.

     The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date, upon transfer or new issuance of
Common Stock, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Stock,
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being 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 ("Rights 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 Rights Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date. The Rights will
expire on June ____, 2010 (the "Expiration Date") [THE DATE 10 YEARS AFTER THE
RECORD DATE].

     The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
shares of Preferred Stock at a price, or securities convertible into Preferred
Stock with a conversion price, less than the then current market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock
of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to in (ii) above).

     The number of outstanding Rights and the number of one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in the Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

     In the event that following a Stock Acquisition Date (the date of public
announcement that an Acquiring Person has become such) the Company is acquired
in a merger or other business combination transaction or more than 50% of its
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right (the "Flip-Over Right").


                                      C-2
<PAGE>   81


     In the event that an Acquiring Person becomes the beneficial owner of 15%
or more of the outstanding shares of Common Stock, proper provision shall be
made so that each holder of a Right (other than the Acquiring Person and its
affiliates and associates) will thereafter have the right to receive upon
exercise that number of shares of Common Stock (or, under certain circumstances,
cash, other equity securities or property of the Company) having a market value
equal to two times the Purchase Price of the Rights (the "Flip-In Right"). Upon
the occurrence of the foregoing event giving rise to the exercisability of the
Rights, any Rights that are or were at any time owned by an Acquiring Person
shall become void.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. Upon exercise of the Rights, no fractional shares of
Preferred Stock will be issued other than fractions which are integral multiples
of one-hundredth of a share of Preferred Stock; cash will be paid in lieu of
fractional shares of Preferred Stock that are not integral multiples of
one-hundredth of a share of Preferred Stock.

     At any time prior to the earlier to occur of (i) 5:00 p.m., Eastern
Standard (New York City) time on the 10th business day after the Stock
Acquisition Date or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price"); provided, that (i) if the Board of Directors authorizes
redemption on or after the time a person becomes an Acquiring Person, then such
authorization must be by Board Approval (as hereinafter defined) and (ii) the
period for redemption may, upon Board Approval, be extended by amending the
Rights Agreement. The term "Board Approval" means the approval of a majority of
the directors of the Company. Immediately upon any redemption of the Rights
described in this paragraph, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

     The terms of the Rights may be amended by the Board of Directors without
the consent of the holders of the Rights at any time and from time to time
provided that such amendment does not adversely affect the interests of the
holders of the Rights. In addition, during any time that the Rights are subject
to redemption, the terms of the Rights may be amended by Board Approval,
including an amendment that adversely affects the interests of the holders of
the Rights, without the consent of the holders of Rights.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Stock (or other consideration).


                                      C-3
<PAGE>   82


DESCRIPTION OF PREFERRED STOCK

     Each one-hundredth of a share of the Preferred Stock ("Preferred Share
Fraction") that may be acquired upon exercise of the Rights will be
nonredeemable and subordinate to any other shares of preferred stock that may be
issued by the Company.

     Each Preferred Share Fraction will have a minimum preferential quarterly
dividend rate of $0.01 per Preferred Share Fraction but will, in any event, be
entitled to a dividend equal to the per share dividend declared on the Company
Common Stock.

     In the event of liquidation, the holder of a Preferred Share Fraction will
receive a preferred liquidation payment equal to the greater of $0.01 per
Preferred Share Fraction or the per share amount paid in respect of a share of
Company Common Stock.

     Each Preferred Share Fraction will have one vote, voting together with the
Company Common Stock.

     In the event of any merger, consolidation or other transaction in which
shares of Company Common Stock are exchanged, each Preferred Share Fraction will
be entitled to receive the per share amount paid in respect of each share of
Company Common Stock.

     The rights of holders of the Preferred Stock to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Preferred Share Fraction that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of the Company's Common Stock.


                                      C-4