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                                                                     EXHIBIT 4.1







                                RIGHTS AGREEMENT

                                 BY AND BETWEEN

                        PROVANTAGE HEALTH SERVICES, INC.

                                       AND

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                  RIGHTS AGENT

                           DATED AS OF MARCH 12, 1999



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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

Section 2.   Appointment of Rights Agent..................................................................     5

Section 3.   Issue of Right Certificates..................................................................     5

Section 4.   Form of Right Certificates...................................................................     7

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

Section 6.   Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
             Destroyed, Lost or Stolen Right Certificates.................................................     8

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

Section 8.   Cancellation and Destruction of Right Certificates...........................................    10

Section 9.   Availability of Preferred Shares.............................................................    10

Section 10.  Preferred Shares Record Date.................................................................    11

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

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares...................................    19

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power.........................    20

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

Section 15.  Rights of Action.............................................................................    23

Section 16.  Agreement of Right Holders...................................................................    23

Section 17.  Right Certificate Holder Not Deemed a Shareholder............................................    24

Section 18.  Concerning the Rights Agent..................................................................    24

</TABLE>


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<TABLE>

<S>                                                                                                           <C>
Section 19.  Merger or Consolidation or Change of Name of Rights Agent....................................    25

Section 20.  Duties of Rights Agent.......................................................................    25

Section 21.  Change of Rights Agent.......................................................................    27

Section 22.  Issuance of New Right Certificates...........................................................    28

Section 23.  Redemption...................................................................................    28

Section 24.  Exchange.....................................................................................    29

Section 25.  Notice of Certain Events.....................................................................    30

Section 26.  Notices.....................................................................................     31

Section 27.  Supplements and Amendments..................................................................     32

Section 28.  Successors..................................................................................     32

Section 29.  Benefits of This Agreement..................................................................     32

Section 30.  Severability................................................................................     32

Section 31.  Governing Law...............................................................................     33

Section 32.  Counterparts................................................................................     33

Section 33.  Descriptive Headings........................................................................     33

Signatures...............................................................................................     33

Exhibit A    Form of Certificate of Designations of Series B Junior
             Participating Preferred Stock...............................................................     34

Exhibit B    Form of Right Certificate...................................................................     40

Exhibit C    Summary of Rights to Purchase Preferred Shares..............................................     46

</TABLE>







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                                RIGHTS AGREEMENT

     THIS RIGHTS AGREEMENT ("Agreement"), dated as of March 12, 1999, is made
between PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation (the
"Company"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "Rights
Agent").

     WHEREAS, the Board of Directors of the Company (the "Board") has authorized
and declared a dividend of one preferred share purchase right (a "Right") for
each Common Share (as hereinafter defined) of the Company outstanding on the
Record Date (as hereinafter defined), each Right representing the right to
purchase one one-thousandth of a Preferred Share (as hereinafter defined), upon
the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined);

     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 Agreement, the following terms have the meanings
indicated:

     (a)  "Acquiring Person" shall mean any Person (as such term is hereinafter
          defined) who or which, together with all Affiliates and Associates (as
          such terms are hereinafter defined) of such Person, shall be the
          Beneficial Owner (as such term is hereinafter defined) of 15% or more
          of the Common Shares of the Company then outstanding, but shall not
          include the Company, any Subsidiary (as such term is hereinafter
          defined) of the Company, any employee benefit plan of the Company or
          of any Subsidiary of the Company, any entity holding Common Shares for
          or pursuant to the terms of any such plan or any Excluded Person.
          Notwithstanding the foregoing, no Person shall become an "Acquiring
          Person" as the result of an acquisition of Common Shares by the
          Company which, by reducing the number of shares outstanding, increases
          the proportionate number of shares beneficially owned by such Person
          to 15% or more of the Common Shares of the Company then outstanding;
          provided, however, that if a Person shall become the Beneficial Owner
          of 15% or more of the Common Shares of the Company then outstanding by
          reason of share purchases by the Company and shall, after such share
          purchases by the Company, become the Beneficial Owner of any
          additional Common Shares of the Company, then such Person shall be




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          deemed to be an "Acquiring Person." Notwithstanding the foregoing, if
          the Board determines in good faith that a Person who would otherwise
          be an "Acquiring Person," as defined pursuant to the foregoing
          provisions of this Section 1(a), has become such inadvertently, and
          without any plan or intention to seek or affect control of the
          Company, and such Person divests as promptly as practicable (without
          exercising or retaining any power, including voting, with respect to
          such shares) a sufficient number of Common Shares so that such Person
          would no longer be an "Acquiring Person," as defined pursuant to the
          foregoing provisions of this Section 1(a), then such Person shall not
          be deemed to be an "Acquiring Person" for any purposes of this
          Agreement.

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

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

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

          (ii)  which such Person or any of such Person's Affiliates or
                Associates has:

                (A)  the right to acquire (whether such right is exercisable
                     immediately or only after the passage of time) pursuant to
                     any agreement, arrangement or understanding (other than
                     customary agreements with and between underwriters and
                     selling group members with respect to a bona fide public
                     offering of securities), or upon the exercise of conversion
                     rights, exchange rights, rights (other than these Rights),
                     warrants or options, or otherwise; provided, however, that
                     a Person shall not be deemed the Beneficial Owner of, or to
                     beneficially own, 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


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                     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 purpose of
                 acquiring, holding, voting (except to the extent contemplated
                 by the proviso to Section 1(c)(ii)(B)) or disposing of any
                 securities of the Company.

     Notwithstanding anything in this definition of Beneficial Ownership to the
          contrary, the phrase "then outstanding," when used with reference to a
          Person's Beneficial Ownership of securities of the Company, shall mean
          the number of such securities then issued and outstanding together
          with the number of such securities not then 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, Sunday, or a
          day on which banking institutions in Wisconsin are authorized or
          obligated by law or executive order to close.

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

     (f)  "Common Shares" when used with reference to the Company shall mean the
          shares of common stock, $.01 par value per share, of the Company.
          "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 which ultimately
          control such first-mentioned Person.

     (g)  "Distribution Date" shall mean the earlier of (i) the tenth day after
          the Shares Acquisition Date (as such term is hereinafter defined), or



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          (ii) the tenth business day (or such later date as may be determined
          by action of the Board prior to such time as any Person becomes an
          Acquiring Person) after the date of the commencement 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) of, or the first public announcement of the intention of 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) to commence, a tender or exchange offer the
          consummation of which would result in any Person
          becoming the Beneficial Owner of Common Shares aggregating 15% or more
          of the then outstanding Common Shares (including any such date which
          is after the date of this Agreement and prior to the issuance of the
          Rights).

     (h)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended, as in effect on the date of this Agreement.

     (i)  "Excluded Person" shall mean (i) ShopKo Stores, Inc., a Wisconsin
          corporation ("ShopKo"), or any Affiliate or Associate of ShopKo, or
          (ii) any Person to whom beneficial ownership of Common Shares is
          transferred by an Excluded Person referred to in (i) above, provided
          that, prior to such transfer, the transferee is not an Acquiring
          Person and provided, further, that after such transfer the transferee
          is the Beneficial Owner of 15% or more of the Common Shares of the
          Company.

     (j) "Final Expiration Date" shall mean June 30, 2009.

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

     (l)  "Person" shall mean any individual, firm, corporation or other entity,
          and shall include any successor (by merger or otherwise) of such
          entity.

     (m)  "Preferred Shares" shall mean shares of Series B Junior Participating
          Preferred Stock, $.01 par value per share, of the Company having the
          rights and preferences set forth in the Form of Certificate of
          Designations attached to this Agreement as Exhibit A.

     (n)  The "Purchase Price" for each one one-thousandth of a Preferred Share
          purchasable pursuant to the exercise of a Right shall mean



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          $120.00, subject to adjustment from time to time as provided in
          Sections 11 and 13 hereof.

     (o) "Record Date" shall mean July 1, 1999.

     (p)  "Redemption Date" shall mean that date, if any, on which the Board
          shall redeem the Rights as provided in Section 23 hereof.

     (q)  "Redemption Price" shall mean $.01 per Right, appropriately adjusted
          to reflect any stock split, stock dividend or similar transaction
          occurring after the date hereof.

     (r)  "Right Certificate" shall mean certificates evidencing ownership of
          Rights in substantially the form set out in Exhibit B hereto.

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

     (t)  "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.

     (u)  "Trading Day" shall mean a day on which the principal national
          securities exchange on which a security is listed or admitted to
          trading is open for the transaction of business or, if the security is
          not listed or admitted to trading on any national securities exchange,
          a Business Day.


     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 RIGHT CERTIFICATES.

     (a)  Until the Distribution Date, (x) the Rights will be evidenced (subject
          to the provisions of paragraph (b) of this Section 3) by the
          certificates for the Common Shares registered in the names of the


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          holders of the Common Shares and not by separate certificates, and (y)
          the Rights will be transferable only in connection with the transfer
          of the underlying Common Shares (including a transfer to the Company).

     (b)  As promptly as practicable following the Record Date, the Company will
          send a copy of a Summary of Rights to Purchase Preferred Shares, in
          substantially the form attached hereto as Exhibit C ("Summary of
          Rights"), by first class mail, postage prepaid, to each record holder
          of the Common Shares as of the close of business on the Record Date,
          as the address of such holder shown on the records of the Company.
          With respect to certificates of the Common Shares outstanding as of
          the Record Date, until the Distribution Date or the earlier surrender
          for transfer thereof or the Redemption Date or Final Expiration Date,
          the Rights associated with the Common Shares represented by such
          certificates shall be evidenced by such certificates for the Common
          Shares together with a copy of the Summary of Rights, and the
          registered holders of the Common Shares shall also be the registered
          holders of the associated Rights. Until the earlier of the
          Distribution Date, the Redemption Date or the Final Expiration Date,
          the transfer of any of the certificates for the Common Shares
          outstanding on the Record Date,
          with or without a copy of the Summary of Rights attached thereto,
          shall also constitute the transfer of the Rights associated with the
          Common Shares represented by such certificates.

     (c)  Rights shall be issued in respect of all Common Shares which become
          outstanding (including, without limitation, reacquired Common Shares
          referred to in the last sentence of this paragraph (c)) after the
          Record Date, but prior to the earliest of the Distribution Date, the
          Redemption Date or the Final Expiration Date.  Certificates
          representing such Common Shares shall also be deemed to represent the
          related Rights.  After the Record Date, but prior to the earliest of
          the Distribution Date, the Redemption Date or the Final Expiration
          Date, certificates representing Common Shares shall have impressed on,
          printed on, written on, or otherwise affixed to them the following
          legend:

              "This certificate also evidences and entitles the holder hereof to
              certain rights as set forth in a Rights Agreement between
              ProVantage Health Services, Inc. and Norwest Bank Minnesota, N.A.,
              dated March 12, 1999 (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 ProVantage Health
              Services, Inc. Under certain circumstances, as set forth in the
              Rights Agreement,



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              such Rights shall be evidenced by separate certificates and shall
              no longer be evidenced by this certificate. ProVantage Health
              Services, Inc. shall mail to the holder of this certificate a copy
              of the Rights Agreement without charge after receipt of a written
              request therefor. Under certain circumstances, as set forth in the
              Rights Agreement, Rights issued to any Person who becomes an
              Acquiring Person or any Associate or Affiliate of an Acquiring
              Person (as such terms are defined in the Rights Agreement) (or
              nominee of any of them) 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 the Rights
          associated with the Common Shares represented thereby. In the event
          that the Company purchases or acquires any Common Shares after the
          Record Date, but prior to the Distribution Date, any Rights associated
          with such Common Shares shall be deemed canceled and retired so that
          the Company shall not be entitled to exercise any Rights associated
          with the Common Shares which are no longer outstanding.

     (d)  As soon as practicable after the Distribution Date, the Company shall
          prepare and execute, the Rights Agent shall countersign, and the
          Company shall send or cause to be sent (and the Rights Agent shall, if
          requested, send) by first-class, insured,
          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 Right Certificate
          evidencing one Right for each Common Share so held. As of the
          Distribution Date, the Rights shall be evidenced solely by such Right
          Certificates.

     SECTION 4.  FORM OF RIGHT CERTIFICATES.

     The Right Certificates (and the forms of election to purchase Preferred
Shares and of assignment to be printed on the reverse thereof) shall be
substantially the same as Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage. Subject to the provisions of Section 22
hereof, the Right Certificates shall entitle the holders thereof to purchase



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such number of one one-thousandths of a Preferred Share as shall be set forth
therein at the Purchase Price set forth therein, but the number of such one one-
thousandths of a Preferred Share and the Purchase Price shall be subject to
adjustment as provided herein.

     SECTION 5.  COUNTERSIGNATURE AND REGISTRATION.

     The Right Certificates shall be executed on behalf of the Company by any of
its Chairman of the Board, its President, or any Vice President, and attested by
any of its by Secretary or any Assistant Secretary, either manually or by
facsimile signature. The Right Certificates shall not be valid for any purpose
unless countersigned by the Rights Agent. In case any officer of the Company who
shall have signed any of the Right Certificates shall cease to be such officer
of the Company before countersignature by the Rights Agent and issuance and
delivery by the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent, and issued and delivered by the Company with
the same force and effect as though the person who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who holds any
such office at the actual date of the execution of such Right Certificate,
although at the date of the execution of this Rights Agreement such person was
not such an officer.

     Following the Distribution Date, the Rights Agent shall keep or cause to be
kept, at its shareholder services offices, books for registration and transfer
of the Right Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates, and the date of
each of the Right Certificates.

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

     Subject to the provisions of Section 14 hereof, at any time after the close
of business on the Distribution Date and at or prior to the close of business on
the earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or other Right Certificates,
entitling the registered holder to purchase a like number of one one-thousandths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right



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Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the principal office of the
Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the
person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.

     Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company shall make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

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

     (a)  The registered holder of any Right Certificate may exercise the Rights
          evidenced thereby (except as otherwise provided herein) in whole or in
          part at any time after the Distribution Date upon surrender of the
          Right Certificate (with the form of election to purchase on the
          reverse side thereof duly executed) to the Rights Agent at the
          principal office of the Rights Agent, together with payment of the
          Purchase Price for each one one-thousandth of a Preferred Share as to
          which the Rights are exercised, at or prior to the earliest of

          (i)   the close of business on the Final Expiration Date,

          (ii)  the Redemption Date, or

          (iii) the time at which such Rights are exchanged as provided in
                Section 24 hereof.

     (b)  The Purchase Price shall be payable in lawful money of the United
          States of America in accordance with Section 7(c).

     (c)  Upon receipt of a Right Certificate representing exercisable Rights
          (with the form of election to purchase duly executed), accompanied by
          payment (by certified check, cashier's check, or money order payable
          to the order of the Company) of the Purchase Price for the shares to
          be purchased and an amount equal to any applicable transfer tax



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<PAGE>   13


          required to be paid by the holder of such Right Certificate in
          accordance with Section 9 hereof, the Rights Agent shall thereupon
          promptly

          (i)   (A)  requisition from any transfer agent of the Preferred
                     Shares certificates for the number of Preferred Shares to
                     be purchased, and the Company hereby irrevocably authorizes
                     its transfer agent to comply with all such requests, or

                (B)  requisition from the depositary agent depositary receipts
                     representing such number of one one-thousandths of a
                     Preferred Share as are to be purchased (in which case
                     certificates for the Preferred Shares represented by such
                     receipts shall be deposited by the transfer agent with the
                     depositary agent) and the Company hereby directs the
                     depositary agent to comply with such request; and

          (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; and

          (iii) promptly after receipt of such certificates or depositary
                receipts, cause the same to be delivered to or upon the order of
                the registered holder of such Right Certificate, registered in
                such name or names as may be designated by such holder; and

          (iv)  when appropriate, after receipt, promptly deliver such cash to
                or upon the order of the registered holder of such Right
                Certificate.

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

     SECTION 8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.

     All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to any
of its agents, be delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled by it, and no
Right 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



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the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

     SECTION 9.  AVAILABILITY OF PREFERRED SHARES.

     The Company covenants and agrees that it shall cause to be reserved and
kept available out of its authorized and unissued Preferred Shares, the number
of Preferred Shares that shall be sufficient to permit the exercise in full of
all outstanding Rights in accordance with Section 7 hereof.

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

     The Company covenants and agrees that it shall pay when due and payable any
and all federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of the Right Certificates or of any
Preferred 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 Right Certificates to a person other than, or the issuance or
delivery of certificates or depositary receipts for the Preferred Shares in a
name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise, or to issue or to deliver any
certificates or depositary receipts for Preferred Shares upon the exercise of
any Rights until any such tax shall have been paid (any such tax being payable
by the holder of such Right Certificate at the time of surrender) or until it
has been established to the Company's reasonable satisfaction that no such tax
is due.

     SECTION 10.  PREFERRED SHARES RECORD DATE.

     Each person in whose name any certificate for Preferred Shares is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Preferred Shares represented thereby on, and such
certificate shall be dated, the date upon which the Right Certificate evidencing
such Rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; provided, however, that if the date of such
surrender and payment is a date upon which the Preferred Shares transfer books
of the Company are closed, such person shall be deemed to have become the record



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<PAGE>   15

holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Shares transfer books of the
Company are open.

     Prior to the issuance of Preferred Shares upon the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a holder of Preferred Shares for which the Rights shall be
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions, or to exercise any preemptive rights, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.

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

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

     (a)  (i)  In the event the Company shall at any time after the date of this
               Agreement

               (A)  declare a dividend on the Preferred Shares payable in
                    Preferred Shares,

               (B) subdivide the outstanding Preferred Shares,

               (C)  combine the outstanding Preferred Shares into a smaller
                    number of Preferred Shares, or

               (D)  issue any shares of its capital stock in a reclassification
                    of the Preferred Shares (including any such reclassification
                    in connection with a consolidation or merger in which the
                    Company is the continuing or surviving corporation), except
                    as otherwise provided in this Section 11(a), the Purchase
                    Price in effect at the time of the record date for such
                    dividend or of the effective date of such subdivision,
                    combination or reclassification, and the number and kind of
                    shares of capital stock issuable on such date, shall be
                    proportionately adjusted so that the holder of any Right
                    exercised after such time shall be entitled to receive the
                    aggregate number and kind of shares of capital stock which,
                    if such Right had been exercised immediately prior to such
                    date and at a time when the Preferred Shares transfer books



                                       15

<PAGE>   16

                    of the Company were open, the holder would have owned upon
                    such exercise and been entitled to receive by virtue of such
                    dividend, subdivision, combination or reclassification;
                    provided, however, that in no event shall the consideration
                    to be paid upon the exercise of one Right be less than the
                    aggregate par value of the shares of capital stock of the
                    Company issuable upon exercise of one Right. 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).

          (ii) Subject to Section 24 of this Agreement, in the event any Person
               becomes an Acquiring Person, each holder of a Right shall
               thereafter have a right to receive, upon exercise thereof at a
               price equal to the then current Purchase Price multiplied by the
               number of one one-thousandths of a Preferred Share for which a
               Right is then exercisable, in accordance with the terms of this
               Agreement and in lieu of Preferred Shares, such number of Common
               Shares of the Company as shall equal the result obtained by
               multiplying

               (A)  the then current Purchase Price by the number of one one-
                    thousandths of a Preferred Share for which a Right is then
                    exercisable and dividing that product by

               (B)  50% of the then current per share market price of the
                    Company's Common Shares (determined pursuant to Section
                    11(d) hereof) on the date of the occurrence of such event.

               In the event that any Person shall become an Acquiring Person and
               the Rights shall then be outstanding, the Company shall not take
               any action which would eliminate or diminish the benefits
               intended to be afforded by the Rights.

               From and after the occurrence of such event, any Rights that are
               or were acquired or beneficially owned by any Acquiring Person
               (or any Associate or Affiliate thereof, or nominee of any of
               them) shall be void and any holder of such Rights shall
               thereafter have no right to exercise such Rights under any
               provision of this Agreement. No Right Certificate shall be issued
               pursuant to Section 3 hereof or otherwise that represents Rights
               beneficially owned by an Acquiring Person whose Rights would be
               void pursuant to the preceding sentence (or any



                                       16

<PAGE>   17


               Associate or Affiliate thereof, or nominee of any of them); no
               Right Certificate shall be issued at any time upon the transfer
               of any Rights to an Acquiring Person whose Rights would be void
               pursuant to the preceding sentence (or any Associate or Affiliate
               thereof or any nominee of any of them); and any Right Certificate
               delivered to the Rights Agent for transfer to an Acquiring Person
               whose Rights would be void pursuant to the preceding sentence (or
               any Associate or Affiliate thereof, or nominee of any of them)
               shall be canceled. In addition, any Right Certificate issued
               pursuant to Section 3 hereof that represents Rights beneficially
               owned by an Acquiring Person (or any Associate or Affiliate
               thereof, or nominee of any of them) and any Right Certificate
               issued at any time upon the transfer of any Rights to an
               Acquiring Person (or any Associate or Affiliate thereof, or
               nominee of any of them) and any Right Certificate issued pursuant
               to Sections 6, 7(d), 11, or 22 hereof upon transfer, exchange,
               replacement or adjustment of any other Right Certificate referred
               to in this sentence, shall contain the following legend:

                      "The Rights represented by this Right Certificate were
                      issued to a Person who was an Acquiring Person or an
                      Affiliate or an Associate of an Acquiring Person (as such
                      terms are described in the Rights Agreement) or a nominee
                      of one of them. This Right Certificate and the Rights
                      represented hereby may become void in the circumstances
                      specified in the Rights Agreement."

          (iii) In the event that there shall not be sufficient Common Shares
                issued but not outstanding or authorized but unissued to permit
                the exercise in full of the Rights in accordance with the
                foregoing Section 11(a)(ii), the Company shall take all such
                actions as may be necessary to authorize additional Common
                Shares for issuance upon exercise of the Rights. In the event
                the Company, after good faith effort, shall be unable to take
                all such actions as may be necessary to authorize such
                additional Common Shares, the Company shall substitute, for
                each Common Share that would otherwise be issuable upon
                exercise of a Right, a number of Preferred Shares or fraction
                thereof such that the current per share market price of one
                Preferred Share multiplied by such number or fraction is equal
                to the current per share market price of one Common Share as of
                the date of issuance of such Preferred Shares or fraction
                thereof.



                                       17

<PAGE>   18

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

          Such adjustment shall be made successively whenever such a record date
          is fixed; and in the event that such rights, options or warrants are
          not so issued, the Purchase Price shall be adjusted to be the Purchase
          Price 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 the Preferred Shares (including any
          such distribution made in connection with a consolidation or merger in



                                       18

<PAGE>   19

          which the Company is the continuing or surviving corporation) of
          evidences of indebtedness or assets (other than a regular quarterly
          cash dividend or a dividend payable in Preferred Shares) or
          subscription rights or warrants (excluding those referred to in
          Section 11(b) hereof), the Purchase Price to be in effect after such
          record date shall be determined by multiplying the Purchase Price in
          effect immediately prior to such record date by a fraction, the
          numerator of which shall be the then current per share market price of
          the Preferred Shares on such record date, less the fair market value
          (as determined in good faith by the Board of Directors of the Company,
          whose determination shall be described in a statement filed with the
          Rights Agent and shall be binding on the Rights Agent and holders of
          the Rights) of the portion of the assets or evidences of indebtedness
          so to be distributed or of such subscription rights or warrants
          applicable to one Preferred Share and the denominator of which shall
          be such current per share market price of the Preferred Shares;
          provided, however, that in no event shall the consideration to be paid
          upon the exercise of one Right be less than the aggregate par value of
          the shares of capital stock of the Company to be issued upon the
          exercise of one Right.

          Such adjustments shall be made successively whenever such a record
          date is fixed; and in the event that such distribution is not so made,
          the Purchase Price shall again be adjusted to be the Purchase Price
          which would then be in effect if such record date had not been fixed.

     (d)  (i)  For the purpose of any computation hereunder, the "current per
               share market price" of any security (a "Security" for the purpose
               of this Section 11(d)(i)) on any date shall be deemed to be the
               average of the daily closing prices per share of such Security
               for the 30 consecutive Trading Days immediately prior to such
               date; provided, however, that in the event that the current per
               share market price of the Security is determined during a period
               following the announcement by the issuer of such Security of a
               dividend or distribution on such Security payable in shares of
               such Security or securities convertible into such shares, or any
               subdivision, combination or reclassification of such Security,
               and prior to the expiration of 30 Trading Days after the ex-
               dividend date for such dividend or distribution, or the record
               date for such subdivision, combination or reclassification, then,
               and in each such case, the current per share market price shall
               be appropriately adjusted to reflect the current market price per
               share equivalent of such Security. The closing price for each day
               shall be




                                       19

<PAGE>   20


               (A)  the last sale price, regular way, or, in case no such sale
                    takes place on such day, the average of the closing bid and
                    asked prices, regular way, in either case as reported in the
                    principal consolidated transaction reporting system with
                    respect to securities listed or admitted to trading on the
                    New York Stock Exchange or,

               (B)  if the Security is not listed or admitted to trading on the
                    New York Stock Exchange, as reported in the principal
                    consolidated transaction reporting system with respect to
                    securities listed on the principal national securities
                    exchange on which the Security is listed or admitted to
                    trading or,

               (C)  if the Security is not listed or admitted to trading on any
                    national securities exchange, the last quoted price or, if
                    not so quoted, the average of the high bid and low asked
                    prices in the over-the-counter market, as reported by NASDAQ
                    or such other system then in use, or,

               (D)  if the Security is not quoted by any such organization, the
                    average of the closing bid and asked prices as furnished by
                    a professional market maker making a market in the Security
                    selected by the Board.

          (ii) For the purpose of any computation hereunder, the "current per
               share market price" of the Preferred Shares shall be determined
               in accordance with the method set forth in Section 11(d)(i). If
               the Preferred Shares are not publicly traded, the "current per
               share market price" of the Preferred Shares shall be conclusively
               deemed to be the current per share market price of the Common
               Shares as determined pursuant to Section 11(d)(i) (appropriately
               adjusted to reflect any stock split, stock dividend or similar
               transaction occurring after the Record Date), multiplied by one
               thousand. If neither the Common Shares nor the Preferred Shares
               are 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, whose determination shall be
               described in a statement filed with the Rights Agent.

     (e)  No adjustment in the Purchase Price shall be required unless such
          adjustment would require an increase or decrease of at least 1% in the
          Purchase Price; provided, however, that any adjustments which by
          reason of this Section 11(e) are not required to be made shall be
          carried forward and taken into account in any subsequent adjustment.



                                       20

<PAGE>   21

          All calculations under this Section 11 shall be made to the nearest
          cent or to the nearest one ten-millionth of a Preferred Share or one
          ten-thousandth of any other share or security as the case may be.
          Notwithstanding the first sentence of this Section 11(e), any
          adjustment required by this Section 11 shall be made no later than the
          earlier of (i) three years from the date of the transaction which
          requires such adjustment or (ii) the date of the expiration of the
          right to exercise any Rights.

     (f)  If, as a result of an adjustment made pursuant to Section 11(a)
          hereof, the holder of any Right thereafter exercised shall become
          entitled to receive any shares of capital stock of the Company other
          than Preferred Shares, thereafter the number of such other shares so
          receivable upon exercise of any Right shall be subject to adjustment
          from time to time in a manner and on terms as nearly equivalent as
          practicable to the provisions with respect to the Preferred Shares
          contained in Sections 11(a) through (c), inclusive, and the provisions
          of Sections 7, 9, 10 and 13 hereof with respect to the Preferred
          Shares shall apply on like terms to any such other shares.

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

     (h)  Unless the Company shall have exercised its election as provided in
          Section 11(i), upon each adjustment of the Purchase Price as a result
          of the calculations made in Sections 11(b) and (c), each Right
          outstanding immediately prior to the making of such adjustment shall
          thereafter evidence the right to purchase, at the adjusted Purchase
          Price, that number of one one-thousandths of a Preferred Share
          (calculated to the nearest one ten-millionth of a Preferred Share)
          obtained by

          (i)  multiplying the number of one one-thousandths of a share covered
               by a Right immediately prior to this adjustment by the Purchase
               Price in effect immediately prior to such adjustment of the
               Purchase Price and

          (ii) dividing the product so obtained by the Purchase Price in effect
               immediately after such adjustment of the Purchase Price.

     (i)  The Company may elect on or after the date of any adjustment of the



                                       21

<PAGE>   22

          Purchase Price to adjust the number of Rights, in substitution for any
          adjustment in the number of one one-thousandths of a Preferred Share
          purchasable upon the exercise of a Right.  Each of the Rights
          outstanding after such adjustment of the number of Rights shall be
          exercisable for the number of one one-thousandths of a Preferred Share
          for which a Right was exercisable immediately prior to such
          adjustment.  Each Right held of record prior to such adjustment of the
          number of Rights shall become that number of Rights (calculated to the
          nearest one ten-thousandth) obtained by dividing the Purchase Price in
          effect immediately prior to adjustment of the Purchase Price by the
          Purchase Price in effect immediately after adjustment of the Purchase
          Price.  The Company shall make a public announcement of its election
          to adjust the number of Rights, indicating the record date for the
          adjustment, and, if known at the time, the amount of the adjustment to
          be made.  This record date may be the date on which the Purchase Price
          is adjusted or any day thereafter, but, if the Right Certificates have
          been issued, shall be at least 10 days later than the date of the
          public announcement.

          If Right Certificates have been issued, upon each adjustment of the
          number of Rights pursuant to this Section 11(i), the Company shall, as
          promptly as practicable, cause to be distributed to holders of record
          of Right Certificates on such record date Right Certificates
          evidencing, subject to Section 14 hereof, the additional Rights to
          which such holders shall be entitled as a result of such adjustment,
          or, at the option of the Company, shall cause to be distributed to
          such holders of record in substitution and replacement for the Right
          Certificates held by such holders prior to the date of adjustment, and
          upon surrender thereof, if required by the Company, new Right
          Certificates evidencing all the Rights to which such holders shall be
          entitled after such adjustment. Right 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 Right Certificates on the record date specified
          in the public announcement.

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

     (k)  Before taking any action that would cause an adjustment reducing the
          Purchase Price below one one-thousandth of the then par value, if any,



                                       22

<PAGE>   23

          of the Preferred Shares issuable upon exercise of the Rights, the
          Company shall take any corporate actions which may, in the opinion of
          its counsel, be necessary in order that the Company may validly and
          legally issue fully paid and nonassessable Preferred Shares at such
          adjusted Purchase Price.

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

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

     (n)  In the event that at any time after the Record Date and prior to the
          Distribution Date, the Company shall

          (i)  declare or pay any dividend on the Common Shares payable in
               Common Shares, or

          (ii) effect a subdivision, combination or consolidation of the Common
               Shares (by reclassification or otherwise than by payment of
               dividends in Common Shares) into a greater or lesser number of
               Common Shares,




                                       23

<PAGE>   24


               then in any such case,

               (A)  the number of one one-thousandths of a Preferred Share
                    purchasable after such event upon proper exercise of each
                    Right shall be determined by multiplying the number of one
                    one-thousandths of a Preferred Share so purchasable
                    immediately prior to such event by a fraction, the numerator
                    of which is the number of Common Shares outstanding
                    immediately before such event and the denominator of which
                    is the number of Common Shares outstanding immediately after
                    such event, and

               (B)  each Common Share outstanding immediately after such event
                    shall have issued with respect to it that number of Rights
                    which each Common Share outstanding immediately prior to
                    such event had issued with respect to it.

               The adjustments provided for in this Section 11(n) shall be made
          successively whenever such a dividend is declared or paid or such a
          subdivision, combination or consolidation is effected. If an event
          occurs which would require an adjustment under Section 11(a)(ii) and
          this Section 11(n), the adjustments provided for in this Section 11(n)
          shall be in addition and prior to any adjustment required pursuant to
          Section 11(a)(ii).


     SECTION 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.

     Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall promptly

     (a)  prepare a certificate setting forth such adjustment, and a brief
          statement of the facts accounting for such adjustment,

     (b)  file with the Rights Agent and with each transfer agent for the Common
          Shares or the Preferred Shares a copy of such certificate, and

     (c)  mail a brief summary thereof to each holder of a Right Certificate in
          accordance with Section 25 hereof.

The Rights Agent shall be fully protected in relying on the terms of any such
certificate.





                                       24

<PAGE>   25


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

     In the event, directly or indirectly, at any time after a Person has become
an Acquiring Person,

     (a)  the Company shall consolidate with, or merge with and into, any other
          Person,

     (b)  any Person shall consolidate with the Company, or merge with and into
          the Company and the Company shall be the continuing or surviving
          corporation of such merger and, in connection with such merger, all or
          part of the Common Shares shall be changed into or exchanged for stock
          or other securities of any other Person (or the Company) or cash or
          any other property, or

     (c)  the Company shall sell or otherwise transfer (or one or more of its
          Subsidiaries shall sell or otherwise transfer), in one or more
          transactions, assets or earning power aggregating 50% or more of the
          assets or earning power of the Company and its Subsidiaries (taken as
          a whole) to any other Person other than the Company or one or more of
          its wholly owned Subsidiaries, then, and in each such case, proper
          provision shall be made so that

          (i)    each holder of a Right (except as otherwise provided herein)
                 shall thereafter have the right to receive, upon the exercise
                 thereof at a price equal to the then current Purchase Price
                 multiplied by the number of one-thousandths of a Preferred
                 Share for which a Right is then exercisable, in accordance with
                 the terms of this Agreement and in lieu of Preferred Shares,
                 such number of Common Shares of such other Person (including
                 the Company as successor thereto or as the surviving
                 corporation) as shall equal the result obtained by multiplying
                 the then current Purchase Price by the number of one-
                 thousandths of a Preferred Share for which a Right is then
                 exercisable and dividing that product by 50% of the then
                 current per share market price of the Common Shares of such
                 other Person (determined pursuant to Section 11(d) hereof) on
                 the date of consummation of such consolidation, merger, sale or
                 transfer;

          (ii)   the issuer of such Common Shares 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



                                       25

<PAGE>   26

                 pursuant to this Agreement;

          (iii)  the term "Company" shall thereafter be deemed to refer to such
                 issuer; and

          (iv)  such issuer 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.

     The Company shall not consummate any such consolidation, merger, sale or
transfer unless prior thereto the Company and such issuer shall have executed
and delivered to the Rights Agent a supplemental agreement so providing.

     The Company shall not enter into any transaction of the kind referred to in
this Section 13 if at the time of such transaction there are any rights,
warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such transaction, would
eliminate or substantially diminish the benefits intended to be afforded by the
Rights.

     The provisions of this Section 13 shall similarly apply to successive
consolidations, mergers, sales, or other transfers.


     SECTION 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

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



                                       26

<PAGE>   27

          are not listed or admitted to trading on the New York Stock Exchange,
          as reported in the principal consolidated transaction reporting system
          with respect to securities listed on the principal national securities
          exchange on which the Rights are listed or admitted to trading or, if
          the Rights are not listed or admitted to trading on any national
          securities exchange, the last quoted price or, if not so quoted, the
          average of the high bid and low asked prices in the over-the-counter
          market, as reported by NASDAQ or such other system then in use or, if
          on any such date the Rights are not quoted by any such organization,
          the average of the closing bid and asked prices as furnished
          by a professional market maker making a market in the Rights selected
          by the Board. If on any such date no such market maker is making a
          market in the Rights, the fair value of the Rights on such date as
          determined in good faith by the Board shall be used.

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

     (c)  The holder of a Right, by the acceptance thereof, 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.



                                       27

<PAGE>   28


     All rights of action in respect of this Agreement, excepting the rights of
action given to the Rights Agent under Section 18 hereof, are vested in the
respective registered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Common Shares). Any registered
holder of any Right 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 Right 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 Right Certificate in the manner provided in such Right
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and shall be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to this Agreement.


     SECTION 16. AGREEMENT OF RIGHT HOLDERS.

     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 shall be transferable only
          in connection with the transfer of the Common Shares;

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

     (c)  the Company and the Rights Agent may deem and treat the person in
          whose name the Right Certificate (or, prior to the Distribution Date,
          the Common Shares certificate) is registered as the absolute owner
          thereof and of the Rights evidenced thereby (notwithstanding any
          notations of ownership or writing on the Right Certificate or the
          Common Shares certificate made by anyone other than the Company or the
          Rights Agent) for all purposes whatsoever, and neither the Company nor
          the Rights Agent shall be affected by any notice to the contrary; and

     (d)  notwithstanding anything in this Agreement to the contrary, neither
          the Company nor the Rights Agent shall have any liability to any
          holder of a Right or other Person as a result of its inability to



                                       28

<PAGE>   29

          perform any of its obligations under this Agreement by reason of any
          preliminary or permanent injunction or other order, decree or ruling
          issued by a court of competent jurisdiction or by a governmental,
          regulatory or administrative agency or commission, or any statute,
          rule, regulation or executive order promulgated or enacted by any
          governmental authority, prohibiting or otherwise restraining
          performance of such obligation; provided, however, the Company must
          use its best efforts to have any such order, decree or ruling lifted
          or otherwise overturned as soon as possible.


     SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER.

     No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or any other securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of any
Right Certificate, as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.


     SECTION 18. CONCERNING THE RIGHTS AGENT.

     The Company agrees to pay to the Rights Agent reasonable compensation for
all services rendered by it hereunder and, from time to time, on demand of the
Rights Agent, its reasonable expenses and counsel fees and other disbursements
incurred in the administration and execution of this Agreement and the exercise
and performance of its duties hereunder.

     The Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without negligence,
bad faith or willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of defending
against any claim of such liability.

     The Rights Agent shall be protected and shall incur no liability for, or in
respect of any action taken, suffered or omitted by it in connection with, its
administration of this Agreement in reliance upon any Right Certificate or



                                       29

<PAGE>   30

certificate for the Preferred Shares or Common Shares or 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.


     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 corporate trust powers of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case, at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

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


     SECTION 20. DUTIES OF RIGHTS AGENT.

     The Rights Agent undertakes the duties and obligations imposed by this



                                       30

<PAGE>   31

Agreement upon the following terms and conditions, by all of which the Company
and the holders of Right Certificates, by their acceptance thereof, shall be
bound:

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

     (b)  Whenever, in the performance of its duties under this Agreement, the
          Rights Agent shall deem it necessary or desirable that any fact or
          matter be proved or established by the Company prior to taking or
          suffering any action hereunder, such fact or matter (unless other
          evidence in respect thereof be herein specifically prescribed) may be
          deemed to be conclusively proved and established by a certificate
          signed by any one of the Chairman of the Board, the Chief Executive
          Officer, the President, any Vice President, the Treasurer or the
          Secretary of the Company and delivered to the Rights Agent; and such
          certificate shall be full authorization to the Rights Agent for any
          action taken or suffered in good faith by it under the provisions of
          this Agreement in reliance upon such certificate.

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

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

     (e)  The Rights Agent shall not be under any responsibility in respect of
          the validity of this Agreement or the execution and delivery hereof
          (except the due execution hereof by the Rights Agent) or in respect of
          the validity or execution of any Right Certificate (except its
          countersignature thereof); nor shall it be responsible for any breach
          by the Company of any covenant or condition contained in this
          Agreement or in any Right Certificate; nor shall it be responsible for
          any change in the exercisability of the Rights (including the Rights
          becoming void 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 hereof, or the
          ascertaining of the existence of facts that would require any such



                                       31

<PAGE>   32

          change or adjustment (except with respect to the exercise of Rights
          evidenced by Right Certificates after actual notice that such change
          or adjustment is required); nor shall it by any act hereunder be
          deemed to make any representation or warranty as to the authorization
          or reservation of any Preferred Shares to be issued pursuant to this
          Agreement or any Right Certificate or as to whether any Preferred
          Shares shall, when issued, be validly authorized and issued, fully
          paid and nonassessable.

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

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

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





                                       32

<PAGE>   33


     SECTION 21. CHANGE OF RIGHTS AGENT.

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

     The Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares or
Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail.

     If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation 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 $50
million.

     After appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent, without further act or deed. 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 or
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.




                                       33

<PAGE>   34


     SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES.

     Notwithstanding any of the provisions of this Agreement or of the Rights
Certificates to the contrary, the Company may, at its option, issue new Right
Certificates evidencing Rights in such form as may be approved by the Board to
reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.


     SECTION 23. REDEMPTION.

     (a)  The Board 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 the Redemption Price; provided,
          however, that in connection with a transaction to be accounted for as
          a pooling of interests, the Board shall have the option to pay the
          Redemption Price in securities or other property with an equivalent
          value per Right.  The redemption of the Rights by the Board may be
          made effective at such time on such basis and with such conditions as
          the Board in its sole discretion may establish.

     (b)  Immediately upon the action of the Board ordering the redemption of
          the Rights pursuant to Section 23(a), and without any further action
          and without any notice, the right to exercise the Rights shall
          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 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 shall state the method by which the payment of
          the Redemption Price shall 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.



                                       34

<PAGE>   35

     SECTION 24.  EXCHANGE.

     (a)  The Board 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 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), together with
          all Affiliates and Associates of such Person, becomes the Beneficial
          Owner of 50% or more of the Common Shares then outstanding.

     (b)  Immediately upon the action of the Board ordering the exchange of any
          Rights pursuant to Section 24(a), 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
          promptly shall mail a notice of any such exchange to all of the
          holders of such Rights at their last addresses as they appear upon the
          registry books of the Rights Agent.  Any notice which is mailed in the
          manner herein provided shall be deemed given, whether or not the
          holder receives the notice.  Each such notice of exchange shall state
          the method by which the exchange of the Common Shares for Rights shall
          be effected and, in the event of any partial exchange, the number of
          Rights which shall be exchanged.  Any partial exchange shall be
          effected pro rata based on the number of Rights (other than Rights
          which have become void pursuant to the provisions of Section 11(a)(ii)
          hereof) held by each holder of Rights.

     (c)  In the event that there shall not be sufficient Common Shares 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 actions as may be necessary to authorize
          additional Common Shares for issuance upon exchange of the Rights.  In



                                       35

<PAGE>   36

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

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


     SECTION 25. NOTICE OF CERTAIN EVENTS.

     (a)  In case the Company shall propose

          (i)    to pay any dividend payable in stock of any class to the
                 holders of its Preferred Shares or to make any other
                 distribution to the holders of its Preferred Shares (other than
                 a regular quarterly cash dividend),

          (ii)   to offer to the holders of its Preferred Shares rights or
                 warrants to subscribe for or to purchase any additional
                 Preferred Shares or shares of stock of any class or any other
                 securities, rights or options,

          (iii)  to effect any reclassification of its Preferred Shares (other
                 than a reclassification involving only the subdivision of
                 outstanding Preferred 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



                                       36

<PAGE>   37

                 power of the Company and its Subsidiaries (taken as a whole)
                 to, any other Person,

          (v)    to effect the liquidation, dissolution or winding up of the
                 Company, or

          (vi)   to declare or pay any dividend on the Common Shares payable in
                 Common Shares or to effect a subdivision, combination or
                 consolidation of the Common Shares (by reclassification or
                 otherwise than by payment of dividends in Common Shares),
                 then, in each such case, the Company shall give to each holder
                 of a Right Certificate, in accordance with Section 26 hereof, a
                 notice of such proposed action, which shall specify the record
                 date for the purposes of such stock dividend, or distribution
                 of rights or warrants, or the date on which such
                 reclassification, consolidation, merger, sale, transfer,
                 liquidation, dissolution, or winding up is to take place and
                 the date of participation therein by the holders of the Common
                 Shares and/or Preferred Shares, if any such date is to be
                 fixed, and such notice shall be so given in the case of any
                 action covered by Section 25(a)(i) or (ii) above at least 10
                 days prior to the record date for determining holders of the
                 Preferred Shares for purposes of such action, and in the case
                 of any such other action, at least 10 days prior to the date of
                 the taking of such proposed action or the date of participation
                 therein by the holders of the Common Shares and/or Preferred
                 Shares, whichever shall be the earlier.

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




                                       37

<PAGE>   38

          ProVantage Health Services, Inc.
          13555 Bishops Court, Suite 208
          Brookfield, Wisconsin  53005
          Attention:  Secretary

     Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder
of any Right Certificate to or on the Rights Agent shall be 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

          Norwest Bank Minnesota, National Association
          Stock Transfer Department
          161 North Concord Exchange
          P.O. Box 738
          South St. Paul, Minnesota  55075-0738

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


     SECTION 27. SUPPLEMENTS AND AMENDMENTS.

     The Company may from time to time supplement or amend this Agreement
without the approval of any holders of Right Certificates in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or to make any other
provisions with respect to the Rights which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a writing signed
by the Company and the Rights Agent; provided, however, that from and after such
time as any Person becomes an Acquiring Person, this Agreement shall not be
amended in any manner which would adversely affect the interests of the holders
of Rights.


     SECTION 28.  SUCCESSORS.

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





                                       38

<PAGE>   39


     SECTION 29.  BENEFITS OF THIS AGREEMENT.

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


     SECTION 30.  SEVERABILITY.

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


     SECTION 31. GOVERNING LAW.

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


     SECTION 32. COUNTERPARTS.

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


     SECTION 33. DESCRIPTIVE HEADINGS.

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









                                       39

<PAGE>   40



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


PROVANTAGE HEALTH SERVICES, INC.        NORWEST BANK MINNESOTA,
                                        NATIONAL ASSOCIATION


By:  /s/  Patricia Nussle               By:  /s/  Ted Garrity
    -----------------------------           -----------------------------
Name:  Patricia Nussle                  Name:  Ted Garrity
Title: Vice President - Legal           Title: Assistant Vice President


































                                       40