<PAGE>
                                                                     Exhibit 4.1


                                                                  EXECUTION COPY

                          STOCKHOLDER RIGHTS AGREEMENT

                             DATED AS OF MAY 1, 2003

                                     BETWEEN

                               WEGENER CORPORATION

                                       AND

                         SECURITIES TRANSFER CORPORATION

                                 AS RIGHTS AGENT
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                                TABLE OF CONTENTS

                                                                            Page

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


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                          STOCKHOLDER RIGHTS AGREEMENT

      This Stockholder Rights Agreement (this "Rights Agreement") is entered
into effective as of May 1, 2003 between Wegener Corporation, a Delaware
corporation (the "Company"), and Securities Transfer Corporation (the "Rights
Agent").

                                   WITNESSETH

      WHEREAS, on May 1, 2003, the Board of Directors of the Company authorized
and declared a dividend of one common share purchase right ("Right") for each of
the Company's Common Shares outstanding at the Close of Business on May 2, 2003,
(the "Record Date"), each such right initially representing the right to
purchase one of the Company's Common Shares upon the terms and subject to the
conditions therein set forth. At that time the Board further authorized and
directed the issuance of one Right (subject to adjustment as provided herein)
with respect to each of the Company's Common Shares that became outstanding
between the Record Date and the Distribution Date (as hereinafter defined);

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

                                   SECTION 1.
                               CERTAIN DEFINITIONS

      For purposes of this Rights Agreement, the following terms have the
meanings indicated:

      (a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall become, at any time after
the date of this Rights Agreement (whether or not such status continues for any
period), the Beneficial Owner of Common Shares representing 15% or more of the
Common Shares then outstanding, other than as a result of a Permitted offer.
Notwithstanding the foregoing, (A) the term "Acquiring Person" shall not include
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity holding Common Shares
for or pursuant to the terms of any such plan, (B) no Person shall be deemed to
be an "Acquiring Person" either (X) as a result of the acquisition of Common
Shares by the Company that, by reducing the number of Common Shares outstanding,
increases the proportional number of shares beneficially owned by such Person
together with all Affiliates and Associates of such Person; except that if (i) a
Person would become an Acquiring Person (but for the operation of this subclause
(X)) as a result of the acquisition of Common Shares by the Company, and (ii)
after such share acquisition by the Company, such Person, or an Affiliate or
Associate of such Person, becomes the Beneficial Owner of any additional Common
Shares, then such Person shall be deemed an Acquiring Person, or (Y) if (i) such
Person, or an Affiliate or Associate of such Person, inadvertently becomes the
Beneficial Owner of 15% or more of the outstanding Common Shares, (ii) within
eight (8) days thereafter such Person notifies the Board of Directors that such
Person did so inadvertently and (iii) within two (2) days after such
notification, such Person is the Beneficial Owner of less than 15% of the
outstanding Common Shares, (C) a Person engaged in business as an underwriter of
securities shall not be deemed to be an "Acquiring Person" as a result of such
Person participating in good faith in a firm commitment underwriting unless such
Person is the Beneficial Owner of such securities upon the expiration of forty
(40) days after the commencement of such underwriting, and (D) as to any Person,
other than Radyne ComStream Inc. and its Affiliates and Associates, that
beneficially owns 15% or more of the issued and outstanding Common Shares on the
date of this Rights Agreement, such Person shall only be deemed to be an
"Acquiring Person" if such Person shall become, at any time after the date of
this Rights Agreement (whether or not such status continues for any period), the
Beneficial Owner of


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Common Shares representing 25% or more of the Common Shares then outstanding,
other than as a result of a Permitted offer, subject, however, to the provisions
of (A), (B) and (C) of this sentence.

      (b) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations (or
any comparable or successor rule or regulation) under the Exchange Act.

      (c) A Person shall be deemed the "Beneficial Owner" of and shall be deemed
to have acquired "beneficial ownership" of, or to "beneficially own", any
securities:

            (i)   which such Person or any of such Person's Affiliates or
                  Associates beneficially owns, directly or indirectly, as
                  determined pursuant to Rule 13d-3 of the General Rules and
                  Regulations (or any comparable or successor rule or
                  regulation) under the Exchange Act as of the date hereof;

            (ii)  which such Person or any of such Person's Affiliates or
                  Associates has (A) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time or
                  the occurrence of conditions) pursuant to any agreement,
                  arrangement or understanding (other than customary agreements
                  with and between underwriters and selling group members with
                  respect to a bona fide public offering of securities), or upon
                  the exercise of conversion rights, exchange rights, rights
                  (other than the Rights), warrants or options, or otherwise;
                  provided, however, that a Person shall not be deemed the
                  Beneficial Owner of, or to beneficially own, securities
                  tendered pursuant to a tender or exchange offer made by or on
                  behalf of such Person or any of such Person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase or exchange; or (B) the right to vote 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 if the agreement,
                  arrangement or understanding to vote such security (1) arises
                  solely from a revocable proxy or consent given to such Person
                  in response to a public proxy or consent solicitation made
                  pursuant to, and in accordance with, the applicable rules and
                  regulations promulgated under the Exchange Act and (2) is not
                  also then reportable on Schedule 13D under the Exchange Act
                  (or any comparable or successor report); or

            (iii) Which are beneficially owned, directly or indirectly, by any
                  other Person with which such Person or any of such Person's
                  Affiliates or Associates has any agreement, arrangement or
                  understanding (other than customary agreements with and
                  between underwriters and selling group members with respect to
                  a bona fide public offering of securities) for the acquiring,
                  holding, voting (except to the extent contemplated by the
                  proviso to Section l(c)(ii)(B)) or disposing of any securities
                  of the Company. Notwithstanding anything in this definition of
                  "Beneficial Owner" to the contrary, the phrase "then
                  outstanding," when used with reference to a Person's
                  beneficial ownership of securities of the Company, shall mean
                  the number of such securities then issued and outstanding
                  together with the number of such securities not then actually
                  issued and outstanding which such Person would be deemed to
                  own beneficially hereunder.

      (d) "Business Day" shall mean any day other than a Saturday, a Sunday, or
a day on which banking institutions in Atlanta, Georgia, are authorized or
obligated by law or executive order to close.


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

      (f) "Common Shares" when used with reference to the Company shall mean
shares of the Company's common stock, par value $0.01 per share, and any other
class or classes or series of common stock of the Company resulting from any
subdivision, combination, recapitalization or reclassification of shares of such
common stock. "Common Shares" when used with reference to any Person other than
the Company shall mean the capital stock (or 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 that ultimately control such first
mentioned Person.

      (g) "Company" shall have the meaning set forth in the recitals to this
Rights Agreement.

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

      (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, (or any comparable or successor law or act) as in effect on the date of
this Rights Agreement.

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

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

      (l) "Nasdaq" shall mean The Nasdaq Stock Market, Inc.

      (m) "Permitted offer" shall mean a tender or exchange offer that is for
all outstanding Common Shares at a price and on terms determined, prior to the
announcement or commencement of such tender or exchange offer, by at least a
majority of the members of the Board of Directors who are not officers of the
Company and who are not (or would not be, if the offer were consummated)
Acquiring Persons or Affiliates, Associates, nominees, or representatives of an
Acquiring Person, to be adequate and otherwise in the best interests of the
Company and its stockholders (other than the Person or any Affiliate or
Associate thereof on whose basis the offer is being made). In determining
whether an offer is adequate or in the best interests of the Company and its
stockholders, the Board may take into account all factors that it deems relevant
including, without limitation, (1) the consideration being offered in the
proposal in relation to the Board's estimate of: (i) the current value of the
Company in a freely negotiated sale of either the Company by merger,
consolidation or otherwise, or all or substantially all of the Company's assets,
(ii) the current value of the Company if orderly liquidated, and (iii) the
future value of the Company over a period of years as an independent entity
discounted to current value; (2) then existing political, economic, and other
factors bearing on security prices generally or the current market value of the
Company's securities in particular; (3) whether the proposal might violate
federal, state, or local laws; (4) social, legal, and economic effects on
employees, suppliers, customers, and others having similar relationships with
the Company, and the communities in which the Company conducts its businesses;
5) the financial condition and earnings prospects of the Person making the
proposal including the Person's ability to service its debt and other existing
or likely financial obligations; and (7) the competence, experience, and
integrity of the Person making the acquisition proposal.

      (n) "Person" shall mean any individual, firm, partnership, corporation,
trust, association, joint venture or other entity, and shall include any
successor (by merger or otherwise) of such entity.

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


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

      (q) "Record Date" shall have the meaning set forth in the recitals to this
Rights Agreement.

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

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

      (t) "Right" shall have the meaning set forth in the recitals to this
Rights Agreement.

      (u) "Rights Agent" shall have the meaning set forth in the recitals to
this Rights Agreement.

      (v) "Rights Agreement" shall mean this Stockholder Rights Agreement.

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

      (x) "Securities Act" shall mean the Securities Act of 1933, as amended,
(or any comparable or successor law or act) as in effect from time to time
during the term of this Rights Agreement.

      (y) "Shares Acquisition Date" shall mean the first date of a public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) (or any comparable or
successor section or provision) under the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such; provided, that, if
such Person is determined not to have become an Acquiring Person pursuant to
Section l (a) hereof, then no Shares Acquisition Date shall be deemed to have
occurred.

      (z) "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.

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

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

      (cc) "Voting Securities" shall have the meaning set forth in Section 13(a)
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 Shares)
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 RIGHTS CERTIFICATES

(a) Until the earlier of (i) the Close of Business on (a) on the tenth business
day following the Shares Acquisition Date, if no Acquiring Person beneficially
owns in excess of 35% or (b) the Shares Acquisition Date, if an Acquiring Person
beneficially owns in excess of 35% of the issued and outstanding Common Shares,
or (ii) the Close of Business on the tenth business day (or such later date as


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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 that a
tender or exchange offer by any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or of any Subsidiary of
the Company or any entity holding Common Shares for or pursuant to the terms of
any such plan) is, on or after the date hereof, first published or sent or given
within the meaning of Rule 14d-2 of the General Rules and Regulations (or any
comparable or successor rule or regulation) under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding; the earlier of 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 the
Common Shares registered in the names of the holders thereof (which certificates
shall also be deemed to be certificates for Rights) and not by separate
certificates, and (y) the Rights (and the right to receive separate certificates
("Rights Certificates")) will be transferable only in connection with the
transfer of the underlying Common Shares (including a transfer to the Company)
as more fully set out below. As soon as practicable after the Distribution Date,
the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send) by first-class, postage-prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Rights Certificate, which
shall be in substantially the form of Exhibit A hereto (the "Rights
Certificate"), evidencing one Right for each Common Share so held. As of and
after the Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.

      (b) As promptly as practicable following the Record Date, the Company will
send a copy of a Summary of Rights to Purchase Common Shares, in substantially
the form of Exhibit B hereto (the "Summary of Rights"), by first-class,
postage-prepaid mail, to each record holder of Common Shares as of the Close of
Business on the Record Date, at the address of such holder shown on the records
of the Company. 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 Shares outstanding, with or without a copy of the Summary
of Rights attached thereto, shall also constitute the transfer of the Rights
associated with the Common Shares.

      (c) Certificates for Common Shares which become outstanding (including,
without limitation, reacquired shares which are subsequently disposed of 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 Stockholder Rights Agreement, as it may from time
      to time be supplemented or amended, between Wegener Corporation and
      Securities Transfer Corporation, (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 Wegener Corporation. Under
      certain circumstances, as set forth in the Rights Agreement, such rights
      may be redeemed or exchanged, may expire, or may be evidenced by separate
      certificates and no longer be evidenced by this certificate. Wegener
      Corporation will mail to the holder of this certificate a copy of the
      Rights Agreement without charge within five days after receipt of a
      written request therefor. Under certain circumstances, rights issued to or
      held by Acquiring Persons or their Affiliates or Associates (as defined in
      the Rights Agreement) and any subsequent holder of such rights may become
      null and void."

      With respect to such certificates containing the foregoing legend, until
the Distribution Date, the Rights associated with the Common Shares 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

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the Rights associated therewith. In the event that the Company purchases or
acquires any Common Shares prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed canceled and retired unless and until
such Common Shares are subsequently issued by the Company so that the Company
shall not be entitled to exercise any Rights associated with the Common Shares
which are no longer outstanding.

                                   SECTION 4.
                           FORM OF RIGHT CERTIFICATES

      (a) The Rights Certificates (and the forms of election to purchase and of
assignment to be printed on the reverse thereof) shall be substantially the same
as provided for in Section 3(a) hereof 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 Rights Agreement, or as may be required to comply with any applicable
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Rights may from time to time be
listed, or to conform to usage. Subject to the provisions of Section 22 hereof,
the Rights Certificates shall entitle the holders thereof to purchase such
number and kind of Common Shares as shall be set forth therein at the price per
share set forth therein, but the number and kind of such Common Shares and the
price per share shall be subject to adjustment as provided herein.

      (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22
hereof that represents Rights which are null and void pursuant to Section
11(a)(ii) of this Rights Agreement and any Rights Certificate issued pursuant to
Section 6, Section 11 or Section 22 hereof upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this sentence,
shall contain (to the extent feasible) the following legend:

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

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

                                   SECTION 5.
                        COUNTERSIGNATURE AND REGISTRATION

      The Rights 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 Rights Certificates shall be
countersigned by the Rights Agent, either manually or by facsimile signature,
and shall not be valid for any purpose unless so countersigned. In case any
officer of the Company who shall have signed any of the Rights Certificates
shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, such Rights Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the person who signed
such Rights Certificates had not ceased to be such officer of the Company; and
any Rights Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Rights Certificate, shall be a
proper officer of the Company to sign such Rights Certificate, although at the
date of the execution of this


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Rights Agreement any such person was not such an officer. Following the
Distribution Date, the Rights Agent will keep or cause to be kept, at its
principal office or offices designated as the appropriate place for surrender of
such Rights Certificate or transfer, books for registration and transfer of the
Rights Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Rights Certificates, the number of
Rights evidenced on its face by each of the Rights Certificates and the date of
each of the Rights Certificates.

                                   SECTION 6.
       TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES;
             MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES

      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
Rights Certificate or Rights Certificates (other than Rights 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 Rights Certificate or Rights
Certificates, respectively, entitling the registered holder to purchase a like
number and kind of Common Shares as the Rights Certificate or Rights
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Rights
Certificate or Rights Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Rights Certificate or Rights
Certificates to be transferred, split up, combined or exchanged at the principal
office or offices of the Rights Agent designated for such purpose. Thereupon,
the Rights Agent shall countersign and deliver to the Person entitled thereto a
Right Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Rights Certificates. Upon receipt by the Company
and the Rights Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Rights Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them,
and, 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 Rights Certificate if mutilated, the Company will
make and deliver a new Rights Certificate of like tenor to the Rights Agent for
delivery to the registered holder in lieu of the Rights Certificate so lost,
stolen, destroyed or mutilated.

                                   SECTION 7.
          EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS

      (a) Subject to Section 11(a)(ii) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the price per share (rounded to the nearest
cent) provided for in paragraph (b) below (the "Purchase Price") for each Common
Share as to which the Rights are exercised, at or prior to the earliest of (i)
the Close of Business on April 30, 2013 (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date"), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.

      (b) The Purchase Price for each Common Share pursuant to the exercise of a
Right shall initially be $10.00, subject to adjustment from time to time as
provided in Sections 11 and 13 hereof, and shall be payable in lawful money of
the United States of America in accordance with paragraph (c) below.


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<PAGE>
      (c) Upon receipt of a Rights Certificate representing exercisable Rights,
with the form of election to purchase duly executed, accompanied by payment of
the Purchase Price for the Common Shares to be purchased and an amount equal to
any applicable transfer tax required to be paid by the holder of such Rights
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) requisition from any transfer agent of the Common Shares
certificates for the number and kind of Common Shares to be purchased (or
depository receipts when appropriate) and the Company hereby irrevocably
authorizes its transfer agents to comply with all such requests, (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)
after receipt of such certificates, cause the same to be delivered to or upon
the order of the registered holder of such Rights Certificate, registered in
such name or names as may be designated by such holder and (iv) when
appropriate, after receipt, deliver such cash to or upon the order of the
registered holder of such Rights Certificate.

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

      (e) So long as the Common Shares issuable upon the exercise of Rights may
be listed on any national securities exchange or Nasdaq, the Company shall use
its best efforts to cause all Common Shares reserved for such issuance be listed
on such exchange or Nasdaq upon official notice of issuance.

                                   SECTION 8.
               CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES

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

                                   SECTION 9.
                         AUTHORIZATION OF COMMON SHARES

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

      (b) The Company covenants and agrees that it will pay when due and payable
any and all federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of the Rights Certificates or of any Common
Shares upon the exercise of Rights. The Company shall not, however, be required
to pay any transfer tax which may be payable in respect of any transfer or
delivery of Rights Certificates to a person other than, or the issuance or
delivery of certificates or depository receipts for the Common Shares in a name
other than that of, the registered holder of the Rights Certificate evidencing
Rights surrendered for exercise or to issue or to deliver any certificates for


                                        8
<PAGE>
Common 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 Rights Certificate at the
time of surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.

                                   SECTION 10.
         RECORD HOLDERS OF COMMON SHARES ISSUED UPON EXERCISE OF RIGHTS

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

                                   SECTION 11.
                    ADJUSTMENT OF PURCHASE PRICE, NUMBER AND
                       KIND OF SHARES OR NUMBER OF RIGHTS

      (a) The Purchase Price, the number of Common Shares or other securities
covered by each Right, and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

            (i)   In the event the Company shall at any time after the Record
                  Date (A) declare a dividend on the Common Shares payable in
                  Common Shares, (B) subdivide the outstanding Common Shares
                  into a greater number of such shares, (C) combine the
                  outstanding Common Shares into a smaller number of such
                  shares, or (D) issue any shares of its capital stock in a
                  reclassification of Common 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 for Rights 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, upon payment of the
                  Purchase Price then in effect, be entitled to receive the
                  aggregate number and kind of shares of capital stock which, if
                  such Right had been exercised immediately prior to such date
                  and at a time when the Common Shares transfer books of the
                  Company were open, he 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 such Right be less than the per share
                  par value of the Common Shares. If an event occurs which would
                  require an adjustment under both Section 11(a)(i) and Section
                  11(a)(ii), the adjustment provided for in this Section
                  11(a)(i) shall be in addition to, and shall be made prior to,
                  any adjustment required pursuant to Section 11(a)(ii).


                                        9
<PAGE>
            (ii)  Subject to Section 24 of this Rights Agreement, in the event
                  any Person becomes an Acquiring Person, then each holder of a
                  Right shall thereafter have the right to receive, upon the
                  exercise thereof at a price equal to the then current Purchase
                  Price (without giving effect to any adjustment to such
                  Purchase Price pursuant to Section 11(a)(ii)) multiplied by
                  the number of Common Shares for which such Right is then
                  exercisable, in accordance with the terms of this Rights
                  Agreement, such number of Common Shares of the Company as
                  shall equal the result obtained by (x) multiplying the then
                  current Purchase Price (without giving effect to any
                  adjustment to such Purchase Price pursuant to Section
                  11(a)(ii)) by the number of Common Shares for which a Right
                  was exercisable immediately prior to such event, and (y)
                  dividing that product (which shall thereafter be referred to
                  as the "Purchase Price" for each Right and for all purposes of
                  this Agreement) by 50% of the current market price (determined
                  pursuant to Section 11(d) hereof) per Common Share on the date
                  of such event (such number of Shares, the "Adjustment
                  Shares"). Notwithstanding the above, if the transaction that
                  would otherwise give rise to the foregoing adjustment is also
                  subject to the provisions of Section 13 hereof, then only the
                  provisions of Section 13 hereof shall apply and no adjustment
                  shall be made pursuant to this Section 11 (a)(ii). From and
                  after the occurrence of the event described above, any Rights
                  that are or were acquired or beneficially owned by any
                  Acquiring Person (or any Associate or Affiliate of such
                  Acquiring Person) shall be void and any holder of such Rights
                  shall thereafter have no right to exercise such Rights under
                  any provision of this Rights Agreement. No Rights Certificate
                  shall be issued pursuant to Section 3 that represents Rights
                  beneficially owned by an Acquiring Person whose Rights would
                  be void pursuant to the preceding sentence or any Associate or
                  Affiliate thereof; no Rights Certificate shall be issued at
                  any time upon the transfer of any Rights to or from an
                  Acquiring Person whose Rights would be void pursuant to the
                  preceding sentence or any Associate or Affiliate thereof or to
                  or from any nominee of such Acquiring Person, Associate or
                  Affiliate; and any Rights Certificate delivered to the Rights
                  Agent for transfer to or from an Acquiring Person (or any
                  Associate, Affiliate or nominee of such Acquiring Person)
                  whose Rights would be void pursuant to the preceding sentence
                  shall be canceled.

            (iii) In the event that there shall not be sufficient Common Shares
                  either authorized and issued but not outstanding, or
                  authorized but unissued, to permit the exercise in full of the
                  Rights in accordance with the foregoing subparagraph (ii), the
                  Company shall take all such action as may be necessary to
                  authorize additional Common Shares for issuance upon exercise
                  of the Rights, including the calling of a special meeting of
                  stockholders; provided, however, if (a) the Company is unable
                  to cause the authorization of additional Common Shares or (b)
                  an Acquiring Person beneficially owns a majority of the issued
                  and outstanding Common Shares, then, in lieu of calling such a
                  special meeting, 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 value of the
                  Adjustment Shares issuable upon the exercise of a Right (the
                  "Current Value"), and (B) with respect to each Right, make
                  adequate provision to substitute for the Adjustment Shares,
                  upon the exercise of a Right and payment of the applicable
                  Purchase Price, (i) cash, (ii) a reduction in the Purchase
                  Price, (iii) other equity securities of the Company, (iv) debt
                  securities of the Company, (v) other assets of the Company, or
                  (vi) any combination of the foregoing, having an aggregate
                  value equal to the Current Value (less the amount of any
                  reduction in the


                                       10
<PAGE>
                  Purchase Price), where such aggregate value has been
                  determined by the Board of Directors of the Company based upon
                  the advice of a nationally recognized investment banking firm
                  selected by the Board of Directors of the Company.

      (b) In case the Company shall fix a record date for the issuance of rights
(other than the Rights), options or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Common Shares, or securities convertible into
Common Shares at a price per share (or having a conversion price per share, if a
security convertible into Common Shares) less than the then current per share
market price (as defined in Section 11(d)) of the Common 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 Common
Shares outstanding on such record date plus the number of Common Shares which
the aggregate offering price of the total number of shares so to be offered
(and/or the aggregate initial conversion price of the convertible securities so
to be offered) would purchase at such current market price and the denominator
of which shall be the number of Common Shares outstanding on such record date
plus the number of additional Common 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 per
share 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 all or in
part 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.
Common 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 which would then be in effect
if such record date had not been fixed.

      (c) In case the Company shall fix a record date for the making of a
distribution to all holders of Common Shares (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), of evidences of indebtedness or assets
(other than a regular quarterly cash dividend, a dividend payable in Common
Shares or other distribution referred to in Section 11(a) hereof) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price 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 Common 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 and shall be binding on the Rights Agent) of such assets or evidences of
indebtedness to be distributed or of such subscription rights or warrants
applicable to one Common Share and the denominator of which shall be such
current per share market price of the Common Shares; provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right be
less than the per share 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) For the purpose of any computation hereunder, the "current per share
market price" of a Common Share on any date shall be deemed to be the average of
the daily closing prices per share of a Common Share 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 a Common Share is determined
during a period following the announcement by the Company of (A) a dividend or
distribution on the Common Shares,


                                       11
<PAGE>
payable in Common Shares or securities convertible into Common Shares, or (B)
any subdivision, combination or reclassification of the Common Shares, 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, and such announcement shall have caused the closing prices
used to determine the current per share market price on any Trading Day during
such period not to be fully comparable with the closing price on such date,
then, each such closing price so used shall be appropriately adjusted to make it
fully comparable with the closing price on such date. The closing price for each
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities
exchange on which the Common Shares are listed or admitted to trading or, if
Common Shares are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices, as reported by Nasdaq, or, if on any such date Common
Shares are not quoted by Nasdaq, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in Common Shares,
selected by the Board of Directors of the Company. If on any such date no
market-maker is making a market in Common Shares, the fair value of Common
Shares on such date as determined in good faith by the Board of Directors of the
Company shall be used, whose determination shall be described in a statement
filed with the Rights Agent. The term "Trading Day" shall mean a day on which
the principal national securities exchange on which Common Shares are listed or
admitted to trading is open for the transaction of business or, if Common Shares
are not listed or admitted to trading on any national securities exchange, a
Business Day. If Common Shares are not 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) Anything herein to the contrary notwithstanding, no adjustment in the
Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided, however,
that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest
cent or to the nearest one ten-thousandth of a share as the case may be.

      (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 Common 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 Common Shares
contained in Section 11(a) through (c), inclusive, and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Common Shares shall apply on
like terms to any such other shares.

      (g) All Rights originally issued by the Company subsequent to any
adjustment made hereunder to the Purchase Price applicable thereto shall
evidence the right to purchase, at the adjusted Purchase Price, the number of
Common Shares or other capital stock purchasable from time to time hereunder
upon exercise of such 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 related Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, the number of Common Shares
(calculated to the nearest one ten-thousandth of a share) obtained by (i)
multiplying (x) the number of shares covered by such Right immediately prior to
this adjustment by (y) the Purchase Price in effect immediately prior to


                                       12
<PAGE>
such Purchase Price adjustment and (ii) dividing the product so obtained by the
Purchase Price in effect immediately after such Purchase Price adjustment.

      (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 Common Shares purchasable upon the exercise of a Right. Each of
such Rights outstanding after such adjustment of the number of such Rights shall
be exercisable for the number of Common Shares for which such Right was
exercisable immediately prior to such adjustment. Each such Right held of record
prior to such adjustment of the number of Rights shall become that number of
such Rights (calculated to the nearest one ten-thousandth) obtained by dividing
the Purchase Price in effect immediately prior to adjustment of such Purchase
Price by the Purchase Price in effect immediately after such adjustment. The
Company shall make a public announcement of its election to adjust the number of
Rights indicating the record date for the adjustment, and, if known at the time,
the amount of the adjustment to be made. This record date may be the date on
which the Purchase Price is adjusted or any day thereafter, but, if the Rights
Certificates have been issued, shall be at least 10 days later than the date of
the public announcement. If Rights Certificates have been issued, upon each
adjustment of the number of such Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of such Rights Certificates on such record date 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 such Rights Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Rights Certificates evidencing all the Rights to which such
holders shall be entitled after such adjustment. Rights Certificates so to be
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
Rights Certificates on the record date specified in the public announcement.

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

      (k) Before taking any action that would cause an adjustment reducing the
Purchase Price below the then par value, if any, of the Common Shares 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 Common 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 related Right exercised after such record date of
the Common Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Common 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 (i) any consolidation or subdivision of the Common Shares, (ii)
issuance wholly for cash of any Common


                                       13
<PAGE>
Shares at less than the current market price, (iii) issuance wholly for cash of
Common Shares or securities which by their terms are convertible into or
exchangeable for Common Shares, (iv) dividends on Common Shares payable in
Common Shares or (v) issuance of rights, options or warrants referred to
hereinabove in Section 11(b), hereafter made by the Company to holders of Common
Shares, shall not be taxable to such stockholders.

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

                                   SECTION 12.
                            CERTIFICATE OF ADJUSTMENT

      Whenever an adjustment is made as provided in Sections 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
Shares a copy of such certificate and, (c) include a brief summary thereof in
the next quarterly or current report filed pursuant to the Exchange Act by the
Company, and, following the Distribution Date, mail such summary to each holder
of a Rights Certificate in accordance with Section 25 hereof.

                                   SECTION 13.
      CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER

      (a) In the event that, on or following the Distribution Date, directly or
indirectly, (x) the Company shall consolidate with, or merge with and into any
other Person other than a subsidiary of the Company in a transaction that does
not violate Section 11(n) hereof, (y) the Company shall consolidate with, or
merge with, any other Person other than a subsidiary of the Company in a
transaction that does not violate Section 11(n) hereof, and the Company shall be
the continuing or surviving corporation of such consolidation or merger (other
than, in a case of any transaction described in (x) or (y), a merger or
consolidation which would result in all of the securities generally entitled to
vote in the election of directors ("Voting Securities") of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into securities of the surviving
entity) all of the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation and the holders of
such securities not having changed as a result of such merger or consolidation),
or (z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or a series of related
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person (other than the Company or any Subsidiary of the Company in one or
more transactions each of which does not violate Section 11(n) hereof), then,
and in each such case (except as provided in Section 13(d) hereof), proper
provision shall be made so that (i) each holder of a Right, except as provided
in Section 11(a) hereof, shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then current Purchase Price (without
giving effect to any adjustment to such Purchase Price pursuant to Section
11(a)(ii)) multiplied by the number of Common Shares for which such Right is
then exercisable, in accordance with the terms of this Rights Agreement, such
number of freely tradable Common Shares of the Principal Party (as defined below
in Section 13(b)), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall equal the result obtained by (A)
multiplying the then current Purchase Price (without giving effect to any
adjustment to such Purchase Price pursuant to Section 11(a)(ii)) by the number
of Common Shares for which such Right is then exercisable and dividing that
product by (B) 50% of the then current per share market price of the Common
Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on
the date of


                                       14
<PAGE>
consummation of such consolidation, merger, sale or transfer; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such consolidation, merger, sale or transfer, all the obligations and duties of
the Company pursuant to this Rights Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such
Principal Party following the first occurrence of an event described in this
Section 13; and (iv) such Principal Party shall take such steps (including, but
not limited to, the reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) in connection with such consummation as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to the Common Shares thereafter
deliverable upon the exercise of the Rights.

      (b) "Principal Party" shall mean

            (i)   in the case of any transaction described in clause (x) or (y)
                  of the first sentence of Section 13(a), the Person that is the
                  issuer of any securities into which Common Shares of the
                  Company are converted in such merger or consolidation, and if
                  no securities are so issued, the Person that is the other
                  party to such merger or consolidation (including, if
                  applicable, the Company if it is the surviving corporation);
                  and

            (ii)  in the case of any transaction described in clause (z) of the
                  first sentence of Section 13(a), the Person that is the party
                  receiving the greatest portion of the assets or earnings power
                  transferred pursuant to such transaction or transactions;
                  provided, however, that in any of the foregoing cases, (1) if
                  the Common Shares of such Person are not at such time and have
                  not been continuously over the preceding twelve (12) month
                  period registered under Section 12 (or any comparable or
                  successor section or provision) of the Exchange Act, and such
                  Person is a direct or indirect Subsidiary of another Person
                  the Common Shares of which are and have been so registered,
                  "Principal Party" shall refer to such other Person; (2) in
                  case such Person is a Subsidiary, directly or indirectly, of
                  more than one Person, the Common Shares of two or more of
                  which are and have been so registered, "Principal Party" shall
                  refer to whichever of such Persons is the issuer of the Common
                  Shares having the greatest aggregate market value; and (3) in
                  case such Person is owned, directly or indirectly, by a joint
                  venture formed by two or more Persons that are not owned,
                  directly or indirectly, by the same Person, the rules set
                  forth in (1) and (2) above shall apply to each of the chains
                  of ownership having an interest in such joint ventures as if
                  such party were a "Subsidiary" of both or all of such joint
                  ventures and the Principal Parties in each such chain shall
                  bear the obligations set forth in this Section 13 in the same
                  ratio as their direct or indirect interests in such Person
                  bear to the total of such interests.

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


                                       15
<PAGE>
            (i)   prepare and file a registration statement under the Securities
                  Act of 1933, as amended, with respect to the Rights and the
                  securities purchasable upon exercise of the Rights on an
                  appropriate form, and will use its best efforts to cause such
                  registration statement to (A) become effective as soon as
                  practicable after such filing and (B) remain effective (with a
                  prospectus at all times meeting the requirements of such Act)
                  until the Final Expiration Date;

            (ii)  use its best efforts to qualify or register the Rights and the
                  securities purchasable upon exercise of the Rights under the
                  blue sky laws of such jurisdictions as may be necessary or
                  appropriate; and

            (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
                  under the Exchange Act.

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

      (d) Notwithstanding anything in this Agreement to the contrary, Section 13
shall not be applicable to a transaction described in subparagraphs (x) and (y)
of Section 13(a) if (i) such transaction is consummated with a Person or Persons
who acquired Common Shares pursuant to a Permitted offer (or a wholly owned
subsidiary of any such Person or Persons), (ii) the price per share of the
Common Shares offered in such transaction is not less than the price per share
of Common Shares whose shares were purchased pursuant to such Permitted offer
and (iii) the form of consideration being offered to the remaining holders of
shares of Common Shares pursuant to such transaction is the same as the form of
consideration paid pursuant to such Permitted offer. Upon consummation of any
such transaction contemplated by this Section 13(d), all Rights hereunder shall
expire.

                                   SECTION 14.
                     FRACTIONAL RIGHTS AND FRACTIONAL SHARES

      (a) The Company shall not be required to issue fractions of Rights or to
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of such 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 on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if such 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, as
reported by Nasdaq, or if on any such date the Rights are not quoted by Nasdaq,
the average of the closing bid and asked prices as furnished by a professional
market maker making a market in such Rights, selected by the Board of Directors
of the Company. If on any such date no such market maker is making a market in
the Rights, the fair value of such Rights on such date 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, shall be used.


                                       16
<PAGE>
      (b) The Company shall not be required to issue fractions of Common Shares
upon (i) exercise of the Rights or exchange of the Rights for Common Shares
pursuant to Section 24 of this Rights Agreement, or to distribute certificates
which evidence fractional shares of such securities. Fractions of Common Shares
may, at the election of the Company, be evidenced by depository 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 the rights, privileges and preferences to
which they are entitled as beneficial owners of the Common Shares represented by
such depositary receipts. In lieu of fractional Common Shares or depositary
receipts, the Company may pay to the registered holders of Rights Certificates
at the time such Rights are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one Common Share. For the
purposes of this Section 14(b), the current market value of a Common Share shall
be the closing price of a Common Share (as determined pursuant to the second
sentence of Section 11(d) hereof) for the Trading Day immediately prior to the
date of such exercise.

      (c) The holder of a Right by the acceptance of such 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 Rights Agreement, excepting the
rights of action given to the Rights Agent under Section 18 hereof, are vested
in the respective registered holders of the Rights Certificates (and, prior to
the Distribution Date, the registered holders of the Common Shares); and any
registered holder of any Rights Certificate (or, prior to the Distribution Date,
of the Common Shares), without the consent of the Rights Agent or of the holder
of any other Rights Certificate (or, prior to the Distribution Date, of the
Common Shares), 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 Rights Certificate in the manner provided in such Rights
Certificate and in this Rights 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 Rights 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 Rights Agreement.

                                   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 that:

      (a) prior to the Distribution Date, the Rights will be transferable only
in connection with the transfer of the Common Shares;

      (b) after the Distribution Date, the Rights Certificates are transferable
only on the registry books of the Rights Agent if surrendered at the principal
office of the Rights Agent, 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 Rights Certificate (or, prior to the Distribution Date, the
associated certificates for Common Shares) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Rights Certificates the associated certificates for
Common Shares made by


                                       17
<PAGE>
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; and

      (d) notwithstanding anything in this Rights Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or a beneficial interest in a Right or other Person as a result of
its inability to perform any of its obligations under this Rights Agreement by
reason of any preliminary or permanent injunction or other order, decree or
ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining performance of such obligation;
provided, however, the Company must use its best efforts to have any such order,
decree or ruling lifted or otherwise overturned as soon as possible.

                                   SECTION 17.
                RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER

      No holder, as such, of any Rights Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the Common 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 Rights Certificate be construed to confer upon the holder of any
Rights Certificate, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or 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 Rights Certificate shall have been exercised in accordance with the
provisions hereof.

                                   SECTION 18.
                           CONCERNING THE RIGHTS AGENT

      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 Rights 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 Rights
Agreement, including the costs and expenses of defending against any claim of
liability. The indemnity of the Rights Agent provided for herein shall survive
the expiration of the Rights and the termination of this Rights Agreement.

      The Rights Agent shall be protected and shall incur no liability for, or
in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Rights Agreement in reliance upon any Rights
Certificate or certificate for the Common Shares or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.


                                       18
<PAGE>
                                   SECTION 19.
            MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

      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 all or substantially all of the corporate trust business of the
Rights Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Rights 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 Rights Agreement any of the
Rights Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Rights Certificates so countersigned; and in case at that
time any of the Rights Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Rights Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Rights Agreement.

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

                                   SECTION 20.
                             DUTIES OF RIGHTS AGENT

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

      (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company or its own in-house counsel), 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 Rights 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 any one of the Chairman of the Board, the
Chief Executive officer, Chief Financial 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 authorization to the Rights
Agent for any action taken or suffered in good faith by it under the provisions
of this Rights Agreement in reliance upon such certificate.

      (c) The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own negligence, bad faith or willful misconduct.


                                       19
<PAGE>
      (d) The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Rights Agreement or in the
Rights Certificates (except its countersignature on such Rights Certificates) 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 Rights Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Rights
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 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 Rights
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 Common Shares to be
issued pursuant to this Rights Agreement or any Rights Certificate or as to
whether any Common 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 Rights 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.

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

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

                                   SECTION 21.
                             CHANGE OF RIGHTS AGENT

      The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Rights Agreement upon 30 days' notice in
writing mailed to the Company and to each transfer agent of the Common Shares by
registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 30


                                       20
<PAGE>
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 Shares by
registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to
the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice submit his Rights Certificate for inspection by the Company),
then the registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be (a)
corporation or other entity organized and doing business under the laws of the
United States or of any state 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 $25 million, or (b) an affiliate of a corporation or other
entity described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares and mail a notice thereof in
writing to the registered holders of the Rights Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.

                                   SECTION 22.
                       ISSUANCE OF NEW RIGHT CERTIFICATES

      Notwithstanding any of the provisions of this Rights Agreement or of the
Rights Certificate to the contrary, the Company may, at its option, issue new
Rights 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 Rights Certificates made in accordance with the provisions
of this Rights Agreement.

      In addition, in connection with the issuance or sale of Common Shares
following the Distribution Date and prior to the earlier of the Redemption Date
and the Final Expiration Date, the Company (a) shall with respect to Common
Shares so issued or sold pursuant to the exercise of stock options or under any
employee plan or arrangement, or upon the exercise, conversion or exchange of
securities, notes or debentures issued by the Company, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that (i) the
Company shall not be obligated to issue any such Rights Certificates if, and to
the extent that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax consequences to the
Company or the Person to whom such Rights Certificate would be issued, and (ii)
no Rights Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.


                                       21
<PAGE>
                                   SECTION 23.
                                   REDEMPTION

      (a) The Board of Directors of the Company may, at its option, at any time
prior to such time as any Person becomes an Acquiring Person, redeem all but not
less than all of the then outstanding Rights at an initial redemption price of
$.01 per Right ("Redemption Price"). The Redemption Price shall be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof. The redemption 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 redemption of the Rights pursuant to paragraph (a) of this Section
23 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
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 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 Shares. 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 Shares 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 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 Common
Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Notwithstanding the foregoing the Board of
Directors shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan or any trust agreement
entered into by the Company to secure benefits payable under any employee
benefit plan of the Company or any Subsidiary of the Company), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of Common
Shares representing 50% or more of the Common Shares then outstanding.

      (b) Immediately upon the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to subsection (a) of this Section
24 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of Common Shares equal to the number of
such Rights held by such holder multiplied by the Exchange Ratio. The Company
shall promptly give public notice of any such exchange; provided, however, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange. The Company shall promptly mail a notice of any such exchange
to all such holders at their last addresses as they appear upon the registry
books of the Rights Agent. Any


                                       22
<PAGE>
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the Common Shares for Rights will be
effected and, in the event of any partial exchange, the number and kind of
Rights which will be exchanged. Any partial exchange shall be effected pro rata
based on the number of Rights being exchanged (other than Rights which have
become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each
holder of such Rights.

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

                                   SECTION 25.
                            NOTICE OF CERTAIN EVENTS

      (a) In case the Company, following the Distribution Date, shall propose
(i) to pay any dividend payable in stock of any class or series to holders of
Common Shares or to make any other distribution to holders of Common Shares
(other than a regular quarterly cash dividend), (ii) to offer to holders of
Common Shares rights or warrants to subscribe for or to purchase any additional
Common Shares or any other securities, rights or options, (iii) to effect any
reclassification of Common Shares (other than a reclassification involving only
the subdivision of outstanding Common Shares), (iv) to effect any consolidation
or merger into or with, 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 (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
does not violate Section 1l(n) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Rights Certificate, in accordance with Section 26
hereof, a notice of such proposed action to the extent feasible, 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 holders of Common
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 Common 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 holders of Common Shares, whichever shall be the earlier. The failure to give
notice required by this Section 25 or any defect therein shall not affect the
legality or validity of the action taken by the Company or the vote upon any
such action.

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

                                   SECTION 26.
                                     NOTICES

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


                                       23
<PAGE>
      Wegener Corporation
      11350 Technology Circle
      Duluth, GA  30097
      Attention: Chief Financial officer

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

      Securities Transfer Corporation
      2591 Dallas Parkway, Suite 102
      Frisco, Texas 75034
      Attention: President

      Notices or demands authorized by this Rights Agreement to be given or made
by the Company or the Rights Agent to the holder of any Rights 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

      Prior to the Distribution Date, the Company and the Rights Agent shall, if
the Company so directs, supplement or amend any provision of this Rights
Agreement without the approval of any holders of certificates representing
Common Shares. From and after the Distribution Date, the Company and the Rights
Agent shall, if the Company so directs, supplement or amend this Rights
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person); provided, however, that this Rights
Agreement may not be supplemented or amended to lengthen, pursuant to clause
(iii) of this sentence, (A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon
the delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment,
provided that such supplement or amendment does not adversely affect the rights
or obligations of the Rights Agent under Section 18 or Section 20 of this Rights
Agreement. Prior to the Distribution Date, the interests of the holders of
Rights shall be deemed coincident with the interests of the holders of Common
Shares.

                                   SECTION 28.
                                   SUCCESSORS

      All the covenants and provisions of this Rights 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.


                                       24
<PAGE>
                                   SECTION 29.
                    DETERMINATIONS BY THE BOARD OF DIRECTORS

      For all purposes of this Rights Agreement, any calculation of the number
of Common Shares outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Shares of which
any Person is the Beneficial Owner, shall be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations (or any
comparable or successor rule or regulation) under the Exchange Act. The Board of
Directors of the Company shall have the exclusive power and authority to
administer this Rights Agreement and to exercise all rights and powers
specifically granted to the Board or to the Company, or as may be necessary or
advisable in the administration of this Rights Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this Rights
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Rights Agreement (including a determination to redeem
or not redeem the Rights or to amend the Rights Agreement or a determination
that an adjustment to the Redemption Price or Exchange Ratio is or is not
appropriate). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with resect to the
foregoing) which are done or made by the Board in good faith, shall (x) be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties, and (y) not subject the Board to any liability
to the holders of the Rights.

                                   SECTION 30.
                        BENEFITS OF THIS RIGHTS AGREEMENT

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

                                   SECTION 31.
                                  SEVERABILITY

      If any term, provision, covenant or restriction of this Rights 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 Rights Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

                                   SECTION 32.
                                  GOVERNING LAW

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


                                       25
<PAGE>
                                   SECTION 33.
                                  COUNTERPARTS

      This Rights 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 Rights Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

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

                                    WEGENER CORPORATION

                                    By: /s/ Robert A. Placek
                                        -------------------------------------
                                    Name:  Robert A. Placek
                                    Title: Chairman, President and Chief
                                    Executive officer

                                    SECURITIES TRANSFER CORPORATION

                                    By: /s/ Kevin Hacter
                                        -------------------------------------
                                    Name: Kevin Hacter
                                    Title: President


                                       26
<PAGE>
                                                                       EXHIBIT A

                           FORM OF RIGHTS CERTIFICATE

Certificate No.  R- ____________                                  _______ Rights

NOT EXERCISABLE AFTER ______ __, 2013 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

                               RIGHTS CERTIFICATE

                               WEGENER CORPORATION

      This certifies that _______________________ or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of May 1, 2003 (the "Rights Agreement"), between Wegener
Corporation, a Delaware corporation (the "Company") and Securities Transfer
Corporation (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., Atlanta, Georgia time, on April 30, 2013, at the principal
office of the Rights Agent, or at the office of its successor as Rights Agent,
one fully paid non-assessable share of the Company's common stock, par value
$0.01 per share (the "Stock"), at a purchase price of $10.00 per share (the
"Purchase Price"), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Rights Certificate (and the number of shares of Stock 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 May 2, 2003, (the
"Record Date") based on the shares of Stock of the Company as constituted at
such date. As provided in the Rights Agreement, the Purchase Price and the
number of shares of Stock which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification and adjustment
upon the happening of certain events.

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

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

      Stock as the Rights evidenced by the Rights Certificate or Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Rights Certificate or Certificates for the number
of whole Rights not exercised.

      Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Rights Certificate (i) may be redeemed by the Company at its option at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part
for shares of Stock. No fractional shares of Stock will be issued upon the
exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.


                                       A-1
<PAGE>
      No holder of this Rights Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the shares of Stock or of
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.

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

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

      Dated as of _________ __, ____.


ATTEST:                                    WEGENER CORPORATION

Countersigned:
              ----------------------       By:
                                              ---------------------------------

By:
   ---------------------------------
[Authorized Signature]


                                       A-2
<PAGE>
            EXHIBIT A - FORM OF REVERSE SIDE OF RIGHT CERTIFICATE

                               FORM OF ASSIGNMENT

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

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

Dated: __________, 20____             _______________________________________
                                      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.

                    _________________________________________

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

                                    _______________________________________
                                    Signature


                                       A-3
<PAGE>
                                                                       EXHIBIT B

                              SUMMARY OF RIGHTS TO
                             PURCHASE COMMON SHARES

      Effective as of May 1, 2003, the Board of Directors of Wegener Corporation
(the "Company") adopted a Stockholder Rights Agreement (the "Rights Agreement")
and authorized and declared a dividend of one common share purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share,
of the Company (the "Common Shares"). The dividend is payable on May 2, 2003, to
the stockholders of record on that date (the "Record Date"), and with respect to
Common Shares issued thereafter until the Distribution Date (as hereinafter
defined) or the expiration or earlier redemption or exchange of the Rights.
Except as set forth below, each Right entitles the registered holder to purchase
from the Company, at any time after the Distribution Date, one Common Share at
an initial price per share of $10.00, subject to adjustment (the "Purchase
Price").

      Initially the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Shares upon the earlier to
occur of (i) the tenth business day following the public announcement of a
person's or group of affiliated or associated persons' having acquired
beneficial ownership of 15% or more of the outstanding Common Shares (such
person or group being hereinafter referred to as an "Acquiring Person"), or, if
the Acquiring Person has acquired beneficial ownership of in excess of 35% of
the outstanding shares, the date of such public announcement; or (ii) the tenth
business day (or such later date as the Board may determine) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a person or group's
becoming an Acquiring Person (the earlier of such dates being called the
"Distribution Date").

      Notwithstanding the foregoing, any person who beneficially owned (for
purposes of the Rights Agreement) 15% or more of the outstanding Common Shares
as of May 1, 2003, will not be deemed to be an "Acquiring Person" unless such
person acquires 25% or more of the outstanding shares of common stock.

      The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with, and only with, the Common Shares. Until the
Distribution Date (or earlier redemption or expiration), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares 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 Shares
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 Shares 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 Shares as of the Close of Business on the Distribution Date
(and to each initial record holder of certain Common Shares issued after 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 April 30, 2013 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

      In the event that any Person becomes an Acquiring Person (except pursuant
to a tender or exchange offer that is for all outstanding Common Shares at a
price and on terms that a majority of the outside board members determines to be
adequate and in the best interests of the Company, its stockholders, and other
relevant constituencies, other than such Acquiring Person, its affiliates and


                                       B-1
<PAGE>
associates (a "Permitted offer")), each holder of a Right will thereafter have
the right (the "Flip-In Right") to buy that number of shares of common stock of
the Company which at the time of the acquisition had a market value of two times
the exercise price of the rights. Notwithstanding the foregoing, all Rights that
are, or were, beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void and not exercisable.

      In the event that, at any time following the Distribution Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding Common Shares immediately prior to
the consummation of the transaction are not the holders of all of the surviving
corporation's voting power, or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, then each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have the
right (the "Flip-Over Right") to receive, upon exercise and payment of the
Purchase Price, Common Shares of the acquiring company having a value equal to
two times the Purchase Price. If a transaction would otherwise result in a
holder's having a Flip-In as well as a Flip-Over Right, then only the Flip-Over
Right will be exercisable; if a transaction results in a holder's having a
Flip-Over Right subsequent to a transaction resulting in the holder's having a
Flip-In Right, the holder will have Flip-Over Rights only to the extent such
holder's Flip-In Rights have not been exercised.

      The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of 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 Common Shares,
(ii) upon the grant to holders of Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of Common Shares, or (iii) upon the distribution to holders of Common
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Common Shares) or of subscription rights or warrants (other than those referred
to above). However, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1%.

      No fractional Common Shares will be issued and in lieu thereof, an
adjustment in cash will be made based on the market price of Common Shares on
the last trading day prior to the date of exercise.

      At any time prior to the time a person becomes an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights 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.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

      At any time after any person becomes an Acquiring Person and prior to the
acquisition by such person or group of Common Shares representing 50% or more of
the then outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights which have become null and void), in
whole or in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).

      All of the provisions of the Rights Agreement may be amended prior to the
Distribution Date by the Board of Directors of the Company for any reason it
deems appropriate. After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or, subject
to certain limitations, to shorten or lengthen any time period under the Rights
Agreement.


                                       B-2
<PAGE>
      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 of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.

      A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission. A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.


                                       B-3