HUDSON HIGHLAND GROUP,
INC. 



and 



THE BANK OF NEW YORK 



Rights Agent 






RIGHTS AGREEMENT 



Dated as of February 2,
2005 

























TABLE OF CONTENTS 



			
	Section 1	Certain Definitions	1 
	Section 2	Appointment of Rights Agent	3 
	Section 3	Issue of Right Certificates	3 
	Section 4	Form of Right Certificates	4 
	Section 5	Countersignature and Registration	5 
	Section 6	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, 
Destroyed, Lost or Stolen Right Certificates	
5 
	Section 7	Exercise of Rights; Purchase Price; Expiration Date of Rights	6 
	Section 8	Cancellation and Destruction of Right Certificates	7 
	Section 9	Reservation and Availability of Preferred Shares	7 
	Section 10	Preferred Shares Record Date	8 
	Section 11	Adjustment of Purchase Price, Number of Shares or Number of Rights	8 
	Section 12	Certificate of Adjusted Purchase Price or Number of Shares	14 
	Section 13	Consolidation, Merger, Share Exchange or Sale or Transfer of Assets or Earning Power	14 
	Section 14	Fractional Rights and Fractional Shares	16 
	Section 15	Rights of Action	17 
	Section 16	Agreement of Right Holders	17 
	Section 17	Right Certificate Holder Not Deemed a Stockholder	17 
	Section 18	Concerning the Rights Agent	18 
	Section 19	Merger or Consolidation or Change of Name of Rights Agent	18 
	Section 20	Duties of Rights Agent	19 
	Section 21	Change of Rights Agent	20 
	Section 22	Issuance of New Right Certificates	20 
	Section 23	Redemption	21 











i 

















			
	Section 24	Exchange	21 
	Section 25	Notice of Certain Events	22 
	Section 26	Notices	23 
	Section 27	Supplements and Amendments	23 
	Section 28	Successors	24 
	Section 29	Benefits of this Agreement	24 
	Section 30	Severability	24 
	Section 31	Governing Law	24 
	Section 32	Counterparts	24 
	Section 33	Descriptive Headings	25 
	Section 34	Determinations and Actions by the Board of Directors	25 







Exhibit A – Terms of
Series A Junior Participating Preferred Stock 



Exhibit B — Form of
Right Certificate 



Exhibit C — Summary of
Rights to Purchase Preferred Shares 




















ii 
















RIGHTS AGREEMENT  






        THIS
AGREEMENT, dated as of February 2, 2005, between HUDSON HIGHLAND GROUP, INC., a
Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New
York banking corporation (the “Rights Agent”). 



        WHEREAS,the
Board of Directors of the Company has authorized and declared a dividend of one preferred
share purchase right (a “Right”) for each Common Share (as such term is
hereinafter defined) of the Company outstanding upon the close of business on February
28, 2005 (the “Record Date”) payable upon the close of business on such date,
and has 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), each Right representing the right to purchase one one-hundredth of
a Preferred Share (as hereinafter defined) of the Company upon the terms and subject to
the conditions hereinafter set forth.  





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





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





        (a)     “Acquiring
Person” shall mean any Person (as such term is hereinafter           defined) who or
which, 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 any Subsidiary of the Company, any entity holding Common Shares           for
or pursuant to the terms of any such plan, or any trustee, administrator or
          fiduciary of such a plan. Notwithstanding the foregoing, no Person shall become
          an “Acquiring Person” as a 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 would, but for the foregoing, become an Acquiring
          Person 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 at any time that the Person is or thereby becomes the
          Beneficial Owner of 15% or more of the Common Shares of the Company then
          outstanding (other than Common Shares acquired solely as a result of corporate
          action of the Company not caused, directly or indirectly, by such Person), then
          such Person shall be deemed to be an “Acquiring Person”.
          Notwithstanding the foregoing, if the Board of Directors of the Company
          determines in good faith that a Person who would otherwise be an “Acquiring
          Person”, as defined pursuant to the foregoing provisions of this
          paragraph (a), has become such inadvertently, and such Person divests as
          promptly as practicable 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 paragraph (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 Securities
Exchange Act of 1934, as amended (the           “Exchange Act”), as in effect
on the date of this Agreement.  
















        (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
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 of
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, or with respect to,
          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, a Sunday or a           day on which
banking institutions in the State of New York are authorized or           obligated by
law or executive order to close.  





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





        (f)          “Common
Shares” when used with reference to the Company shall mean the           shares of
common stock, par value $.001 per share, of the Company, or shares           having
equivalent rights, privileges and preferences to common stock.           “Common
Shares” when used with reference to any Person other than the           Company
shall mean the capital stock (or equivalent equity interest) with the           greatest
voting power of such other Person or, if such other Person is a           Subsidiary of
another Person, the Person or Persons that ultimately control such
          first-mentioned Person.  








2 











        (g)          “Distribution
Date” shall have the meaning set forth in           Section 3(a) hereof.  





        (h)        “Final
Expiration Date” shall have the meaning set forth in           Section 7
hereof.  





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





        (j)         “Preferred
Shares” shall mean shares of Series A Junior Participating           Preferred
Stock, par value $.001 per share, of the Company having the           preferences and
rights set forth in Exhibit A attached to this Agreement.  





        (k)         “Redemption
Date” shall have the meaning set forth in Section 7           hereof.  





        (l)         “Shares
Acquisition Date” shall mean the first date of public           announcement (which,
for purposes of this definition, shall include, without           limitation, a report
filed or amended pursuant to Section 13(d) under the           Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has           become such.  





        (m)         “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.  





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





        Section
3.   Issue of Right Certificates.  





        (a)       Until
the earlier of (i) the tenth day after the Shares Acquisition Date or (ii)           the
tenth Business Day (or such later date as may be determined by action of the
          Company’s Board of Directors prior to such time as any Person becomes an
          Acquiring Person) after the date of the commencement of, or of the first public
          announcement of the intention of any Person to commence, a tender or exchange
          offer the consummation of which would result in any Person (other than the
          Company, any Subsidiary 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 trustee, administrator,
or           fiduciary of such a plan) becoming the Beneficial Owner of Common Shares of
the           Company aggregating 15% or more of the then outstanding Common Shares
(including           in either case any such date which is after the date of this
Agreement and prior           to the Record Date; the earlier of such dates being herein
referred to as the           “Distribution Date”; provided, however, that
if the tenth day           or Business Day, as the case may be, after the pertinent date
occurs before the           Record Date, “Distribution Date” shall mean the
Record Date),           (x) the Rights will be evidenced (subject to the provisions
of           Section 3(b) hereof) by the certificates for Common Shares of the
Company           registered in the names of the holders thereof (which certificates
shall also be           deemed to be Right Certificates) and not by separate Right
Certificates, and (y)           the right to receive Right Certificates will be
transferable only in connection           with the transfer of Common Shares of the
Company. As soon as practicable after           the Distribution Date, the Company will
prepare and execute, the Rights Agent           will countersign, and the Company will
send or cause to be sent (and the Rights           Agent will, if requested, send) by
first-class, insured, postage-prepaid mail,           to each record holder of Common
Shares of the Company as of the close of           business on the Distribution Date, at
the address of such holder shown on the           records of the Company, a Right
Certificate, in substantially the form of           Exhibit B hereto (a “Right
Certificate”), evidencing one Right for           each Common Share of the Company
so held. As of the Distribution Date, the           Rights will be evidenced solely by
such Right Certificates.  







3  












        (b)         The
Company has prepared a Summary of Rights to Purchase Preferred Shares,           attached
as Exhibit C hereto (the “Summary of Rights”), a copy of           which is
available free of charge from the Company. With respect to certificates           for
Common Shares of the Company outstanding as of the Record Date, until the
          Distribution Date, the Rights will be evidenced by such certificates registered
          in the names of the holders thereof. Until the Distribution Date (or the
earlier           of the Redemption Date or Final Expiration Date), the surrender for
transfer of           any certificate for Common Shares of the Company 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 thereby.  





        (c)       Certificates
for Common Shares of the Company that become outstanding           (including, without
limitation, certificates for reacquired Common Shares           referred to in the last
sentence of this paragraph (c) and certificates issued           on the transfer of
Common Shares) after the Record Date but prior to the           earliest of the
Distribution Date, the Redemption Date or the Final Expiration           Date shall have
impressed on, printed on, written on or otherwise affixed to           them a legend in
substantially the following form:  





	 	        This
certificate also evidences and entitles the holder hereof to certain rights as set forth
in a Rights Agreement between Hudson Highland Group, Inc. and The Bank of New York, dated
as of February 2, 2005, and as such agreement may be amended (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 Hudson Highland Group, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be evidenced by this certificate. Hudson
Highland Group, Inc. will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by, an
Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement), whether held by such person or any subsequent holder, shall 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 cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are no longer outstanding.  





        Section
4.   Form of Right Certificates.   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 such number of one one-hundredths of a Preferred
Share as shall be set forth therein at the price per one one-hundredth of a Preferred
Share set forth therein (the “Purchase Price”), but the amount and type of
securities purchasable upon exercise of each Right and the Purchase Price shall be
subject to adjustment as provided herein.  








4 











        Section
5.   Countersignature and Registration.  





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





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





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





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





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







5 












        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-hundredth of a Preferred Share as to
          which the Rights are exercised, at or prior to the earliest of (i) the close of
          business on February 28, 2015, subject to extension (the “Final Expiration
          Date”), (ii) the time at which the Rights are redeemed as provided in
          Section 23 hereof (the “Redemption Date”), and (iii) the time at
          which such Rights are exchanged as provided in Section 24 hereof.  





        (b)      The
Purchase Price for each one one-hundredth of a Preferred Share pursuant to           the
exercise of a Right shall initially be $60.00, shall be subject to           adjustment
from time to time as provided in Sections 11 and 13 hereof and           shall be
payable in lawful money of the United States of America or in Common           Shares of
the Company in accordance with paragraph (c) below.  





        (c)      Upon
receipt of a Right Certificate representing exercisable Rights, with the           form
of election to purchase duly executed, accompanied by payment of the           Purchase
Price for the shares to be purchased and an amount equal to any           applicable
transfer tax required to be paid by the holder of such Right           Certificate in
accordance with Section 9 hereof, as set forth below, 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-hundredths of a
          Preferred Share as are to be purchased (in which case certificates for the
          Preferred Shares represented by such receipts shall be deposited by the
transfer           agent with the depositary agent), (ii) when appropriate,
requisition from           the Company the amount of cash to be paid in lieu of issuance
of fractional           shares in accordance with Section 14 hereof, (iii) after
receipt of such           certificates or depositary receipts, cause the same to be
delivered to or upon           the order of the registered holder of such Right
Certificate, registered in such           name or names as may be designated by such
holder and (iv) when appropriate,           after receipt, deliver such cash to or upon
the order of the registered holder           of such Right Certificate. The payment of
the Purchase Price (as such amount may           be reduced pursuant to Section 11(a)(iii)
hereof) shall be made by           certified check, cashier’s check, bank draft or
money order payable to the           order of the Company, except that, if so provided by
the Board of Directors of           the Company, the payment of the Purchase Price
following the occurrence of a           Section 11(a)(ii) Event (as hereinafter
defined) and until the first           occurrence of a Section 13 Event (as
hereinafter defined) may be made           wholly or in part by delivery of a certificate
or certificates (with appropriate           stock powers executed in blank attached
thereto) evidencing a number of Common           Shares of the Company equal to the then
Purchase Price divided by the closing           price (as determined pursuant to Section 11(d)
hereof) per Common Share on           the Trading Day (as such term is hereinafter
defined) immediately preceding the           date of such exercise. If the Company is
obligated to issue other securities of           the Company, pay cash and/or distribute
other property pursuant to           Section 11(a) hereof, the Company will make all
arrangements necessary so           that such other securities, cash and/or other
property are available for           distribution by the Rights Agent, if and when
appropriate.  







6 












        (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.  





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





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





        Section
9.   Reservation and Availability of Preferred Shares.  





        (a)        The
Company covenants and agrees that it will cause to be reserved and kept
          available out of its authorized and unissued Preferred Shares or any authorized
          and issued Preferred Shares held in its treasury the number of Preferred Shares
          that will be sufficient to permit the exercise in full of all outstanding
Rights           in accordance with Section 7.  





        (b)       So
long as the Preferred Shares issuable upon the exercise of Rights may be           listed
on any national securities exchange, the Company shall use its best           efforts to
cause, from and after such time as the Rights become exercisable, all           Preferred
Shares reserved for such issuance to be listed on such exchange upon           official
notice of issuance upon such exercise.  





        (c)        The
Company covenants and agrees that it will take all such action as may be
          necessary to ensure that all Preferred Shares delivered upon exercise of Rights
          shall, at the time of delivery of the certificates for such shares (subject to
          payment of the Purchase Price), be duly and validly authorized and issued and
          fully paid and nonassessable shares (except as otherwise provided by any
          corporation law applicable to the Company).  





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








7 











        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
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.  





        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 of the Company were open, such
holder would have           owned upon such exercise and been entitled to receive by
virtue of such           dividend, subdivision, combination or reclassification; provided,
          however, that in no event shall the consideration to be paid upon the
          exercise of one Right be less than the aggregate par value of the shares of
          capital stock of the Company issuable upon exercise of one Right. 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 shall                become
an Acquiring Person, other than pursuant to any transaction set forth in
               Section 13(a), 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-hundredths of a
Preferred Share for                which a Right is then exercisable, in accordance with
the terms of this                Agreement and in lieu of Preferred Shares, such number
of Common Shares of the                Company as shall equal the result obtained by (x)
multiplying the then current                Purchase Price by the number of one
one-hundredths of a Preferred Share for                which a Right is then exercisable
and dividing that product by (y) 50% of the                then current per share market
price of the Common Shares of the Company                (determined pursuant to Section 11(d))
on the date the Person became an                Acquiring Person (such number of shares,
the “Adjustment Shares”).  







8 












                              From
and after such time as a Person becomes an Acquiring Person (a “Section 11(a)(ii)
Event”), any Rights that are or were acquired or beneficially owned by such
Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void
and any holder of such Rights shall thereafter have no right to exercise such Rights
under any provision of this Agreement. No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or Affiliate
thereof; no 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 to any nominee of such Acquiring Person, Associate
or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an
Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be
cancelled. The Company shall use all reasonable efforts to ensure that the provisions of
this paragraph are complied with, but shall have no liability to any holder of Right
Certificates or other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.  





                   (iii)            In
the event that there shall not be sufficient Common Shares of the Company
               issued but not outstanding or authorized but unissued (and not reserved
for                issuance for purposes other than upon exercise of the Rights) to
permit the                exercise in full of the Rights in accordance with the foregoing
subparagraph                (ii), the Company shall: (A) determine the excess of (1) the
value of the                Adjustment Shares issuable upon the exercise of a Right (the
“Current                Value”) over (2) the Purchase Price (such excess, the
“Spread”),                and (B) with respect to each Right, make adequate
provision to substitute for                the Adjustment Shares, upon payment of the
applicable Purchase Price, (1) cash,                (2) a reduction in the Purchase
Price, (3) equity securities of the Company                (including, without
limitation, one one-hundredth of a Preferred Share or                shares, or units of
shares, of preferred stock which the Board of Directors of                the Company has
deemed to have the same value as Common Shares of the Company                (such one
one-hundredth of a Preferred Share or shares of preferred stock,
               hereinafter referred to as “common stock equivalents”)), (4)
debt                securities of the Company, (5) other assets or (6) any combination of
the                foregoing, having an aggregate value equal to the Current Value, where
such                aggregate value has been determined by the Board of Directors of the
Company                based upon the advice of a nationally recognized investment
banking firm                selected by the Board of Directors of the Company; provided,
however, if                the Company shall not have made adequate provision to
substitute for the                Adjustment Shares pursuant to clause (B) above within
thirty (30) days following                the occurrence of a Section 11(a)(ii)
Event (the                “Section 11(a)(ii) Trigger Date”), then the
Company shall be                obligated to deliver, upon the surrender for exercise of
a Right and without                requiring payment of any portion of the Purchase
Price, Common Shares of the                Company (to the extent available) and then, if
necessary, cash, which shares                and/or cash have an aggregate value equal to
the Spread. If the Board of                Directors of the Company shall determine in
good faith that it is likely that                sufficient additional Common Shares of
the Company might be authorized for                issuance for exercise in full of the
Rights, the thirty (30) day period set                forth above may be extended to the
extent necessary, but not more than ninety                (90) days after the Section 11(a)(ii)
Trigger Date, in order that the                Company may seek stockholder approval for
the authorization of such additional                shares (such period, as it may be
extended, the “Substitution                Period”). To the extent that the
Company determines that some action need                be taken pursuant to the first
and/or second sentences of this                Section 11(a)(iii), the Company (x)
shall provide, subject to the last                paragraph of Section 11(a)(ii)
hereof, that such action shall apply                uniformly to all outstanding Rights,
and (y) may suspend the exercisability of                the Rights until the expiration
of the Substitution Period to seek any                authorization of additional shares
and/or to decide the appropriate form of                distribution to be made pursuant
to such first sentence and to determine the                value thereof. In the event of
any such suspension, the Company shall issue a                public announcement stating
that the exercisability of the Rights has been                temporarily suspended, as
well as a public announcement at such time as the                suspension is no longer
in effect. For purposes of this Section 11(a)(iii),                the value of the
Common Shares of the Company shall be the current per share                market price
(as determined pursuant to Section 11(d) hereof) of the Common                Shares
of the Company on the Section 11(a)(ii) Trigger Date and the value                of
any “common stock equivalent” shall be deemed to have the same
               value as the Common Shares of the Company on such date.  








9 











        (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 at a price per Preferred Share
          or equivalent preferred 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 (as
defined           in Section 11(d)) 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
exercise of one Right. In case such           subscription price may be paid in a
consideration part or all of which shall be           in a form other than cash, the
value of such consideration shall be as           determined in good faith by the Board
of Directors of the Company, whose           determination shall be described in a
statement filed with the Rights Agent.           Preferred Shares owned by or held for
the account of the Company shall not be           deemed outstanding for the purpose of
any such computation. Such adjustment           shall be made successively whenever such
a record date is fixed; and in the           event that such rights, options or warrants
are not so issued, the Purchase           Price shall be adjusted to be the Purchase
Price 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 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)), 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 (as
defined in           Section 11(d)) on such record date, less the fair market value
(as           determined in good faith by the Board of Directors of the Company, whose
          determination shall be described in a statement filed with the Rights Agent) of
          the portion of the assets or evidences of indebtedness so to be distributed or
          of such subscription rights or warrants applicable to one Preferred Share and
          the denominator of which shall be such current per share market price of the
          Preferred Shares; provided, however, that in no event shall the
          consideration to be paid upon the exercise of one Right be less than the
          aggregate par value of the shares of capital stock of the Company to be issued
          upon exercise of one Right. Such adjustments shall be made successively
whenever           such a record date is fixed; and in the event that such distribution
is not so           made, the Purchase Price shall again be adjusted to be the Purchase
Price which           would then be in effect if such record date had not been fixed.  








10 











        (d)      (i)     
For the purpose of any computation hereunder, the “current per share
          market price” of any security (a “Security” for the purpose of
          this Section 11(d)(i)) on any date shall be deemed to be the average of
the           daily closing prices per share of such Security for the 30 consecutive
Trading           Days (as such term is hereinafter defined) immediately prior to such
date; provided, however, that in the event that the current per share market
          price of the Security is determined during a period following the announcement
          by the issuer of such Security of (i) a dividend or distribution on such
          Security payable in shares of such Security or securities convertible into such
          shares, or (ii) 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 Trading           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 Securities 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 Security is
listed or admitted to           trading or, if the Security is not listed or admitted to
trading on any national           securities exchange, the last quoted price or, if not
so quoted, the average of           the high bid and low asked prices in the
over-the-counter market, as reported by           the National Association of Securities
Dealers, Inc. Automated Quotations System           (“Nasdaq”) or such other
system then in use, or, if on any such date           the Security is not quoted by any
such organization, the average of the closing           bid and asked prices as furnished
by a professional market maker making a market           in the Security selected by the
Board of Directors of the Company. The term           “Trading Day” shall mean
a day on which the principal national           securities exchange on which the Security
is listed or admitted to trading is           open for the transaction of business or, if
the Security is not listed or           admitted to trading on any national securities
exchange, a Business Day.  





                   (ii)      For
the purpose of any computation hereunder, the “current per share market
          price” of 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 of the Company 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
100. If neither the           Common Shares of the Company 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 of
Directors of the           Company, whose determination shall be described in a statement
filed with the           Rights Agent.  





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








11 











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





        (g)      All
Rights originally issued by the Company subsequent to any adjustment made to
          the Purchase Price hereunder shall evidence the right to purchase, at the
          adjusted Purchase Price, the number of Preferred Shares 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 Section 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 Preferred           Shares (calculated to the
nearest one-hundredth of a Preferred Share) obtained           by (i) multiplying (x) the
number of one one-hundredth of a Preferred Share           covered by a Right immediately
prior to this adjustment by (y) the Purchase           Price in effect immediately prior
to such adjustment of the Purchase Price and           (ii) dividing the product so
obtained by the Purchase Price in effect           immediately after such adjustment of
the Purchase Price.  





        (i)      The
Company may elect on or after the date of any adjustment of the Purchase           Price
to adjust the number of Rights, in substitution for any adjustment in the
          number of one one-hundredths of a Preferred Share purchasable upon the exercise
          of a Right. Each of the Rights outstanding after such adjustment of the number
          of Rights shall be exercisable for the number of one one-hundredths of a
          Preferred Share for which a Right was exercisable immediately prior to such
          adjustment. Each Right held of record prior to such adjustment of the number of
          Rights shall become that number of Rights (calculated to the nearest one
          one-hundredth) 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-hundredths of a Preferred Share issuable upon the exercise of the           Rights,
the Right Certificates theretofore and thereafter issued may continue to
          express the Purchase Price and the number of one one-hundredths of a Preferred
          Share which were expressed in the initial Right Certificates issued hereunder.  








12 











        (k)        Before
taking any action that would cause an adjustment reducing the Purchase           Price
below the par value, if any, of the Preferred Shares issuable upon           exercise of
the Rights, the Company shall take any corporate action which may,           in the
opinion of its counsel, be necessary in order that the Company may           validly and
legally issue fully paid and nonassessable (except as otherwise           provided by any
corporation law applicable to the Company) 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 one
          one-hundredths of a Preferred Share and other capital stock or securities of
the           Company, if any, issuable upon such exercise over and above the number of
one           one-hundredths of a Preferred Share 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 in Section 11(b) hereof, hereafter made by the Company to
          holders of its Common Shares shall not be taxable to such stockholders.  





        (n)       The
Company covenants and agrees that it shall not, at any time after the           earlier
of the Distribution Date or the Shares Acquisition Date, (i) consolidate           with
any other Person (other than a Subsidiary of the Company in a transaction           which
complies with Section 11(o) hereof), (ii) merge with or into any           other
Person (other than a Subsidiary of the Company in a transaction which           complies
with Section 11(o) hereof), (iii) sell or transfer (or permit any
          Subsidiary to sell or transfer), in one transaction, or a series of related
          transactions, assets or earning power aggregating more than 50% of the assets
or           earning power of the Company and its Subsidiaries (taken as a whole) to any
          other Person or Persons (other than the Company and/or any of its Subsidiaries
          in one or more transactions each of which complies with Section 11(o)
          hereof) or (iv) consummate a share exchange with any other Person, if at the
          time of or immediately after such consolidation, merger, sale or share exchange
          (A) there are any rights, warrants or other instruments or securities
          outstanding or agreements in effect which would substantially diminish or
          otherwise eliminate the benefits intended to be afforded by the Rights, (B)
          prior to, simultaneously with or immediately after such consolidation, merger,
          sale or share exchange the stockholders of the Person who constitute, or would
          constitute, the “Principal Party” for purposes of Section 13(a)
          hereof shall have received a distribution of Rights previously owned by such
          Person or any of its Affiliates and Associates or (C) the form or nature of
          organization of the Principal Party would preclude or limit the exercisability
          of the Rights.  





        (o)        The
Company covenants and agrees that, after the Distribution Date, it will not,
          except as permitted by Section 23, Section 24 or Section 27
          hereof, take (or permit any Subsidiary to take) any action if at the time such
          action is taken it is reasonably foreseeable that such action will diminish
          substantially or otherwise eliminate the benefits intended to be afforded by
the           Rights.  







13 











        (p)      Anything
in this Agreement to the contrary notwithstanding, in the event that           the
Company shall at any time after the Record Date and prior to the           Distribution
Date (i) declare a dividend on the outstanding Common Shares           payable in Common
Shares, (ii) subdivide the outstanding Common Shares, or (iii)           combine the
outstanding Common Shares into a smaller number of shares, the           number of Rights
associated with each Common Share then outstanding, or issued           or delivered
thereafter but prior to the Distribution Date, shall be           proportionately
adjusted so that the number of Rights thereafter associated with           each Common
Share following any such event shall equal the result obtained by           multiplying
the number of Rights associated with each Common Share immediately           prior to
such event by a fraction the numerator which shall be the total number           of
Common Shares outstanding immediately prior to the occurrence of the event           and
the denominator of which shall be the total number of Common Shares           outstanding
immediately following the occurrence of such event.  





        Section
12.   Certificate of Adjusted Purchase Price or Number of Shares.   
Whenever an adjustment is made as provided in Sections 11 and 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 of the Company 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.  





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





        (a)      In
the event that, following the Shares Acquisition Date, directly or           indirectly,
(x) the Company shall consolidate with, or merge with and into, any           other
Person (other than a Subsidiary of the Company in a transaction which           complies
with Section 11(o) hereof), and the Company shall not be the           continuing or
surviving corporation of such consolidation or merger, (y) any           Person (other
than a Subsidiary of the Company in a transaction which complies           with Section 11(o)
hereof) shall consolidate with, or merge with or into,           the Company, and the
Company shall be the continuing or surviving corporation of           such consolidation
or merger, or any Person or Persons (other than a Subsidiary           of the Company in
a transaction that complies with Section 11(o) hereof)           shall consummate a
share exchange with the Company, and, in connection with such           consolidation,
merger or share exchange, all or part of the outstanding Common           Shares of the
Company 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 (z) the Company
shall sell or otherwise transfer (or one or more of its           Subsidiaries shall sell
or otherwise transfer), in one transaction or a series           of related transactions,
assets or earning power aggregating more than 50% of           the assets or earning
power of the Company and its Subsidiaries (taken as a           whole) to any Person or
Persons (other than the Company or any Subsidiary of the           Company in one or more
transactions each of which complies with           Section 11(o) hereof), 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           one-hundredths of a Preferred
Share for which a Right is then exercisable (or,           if a Section 11(a)(ii)
Event has occurred prior to the first occurrence of           any of the events described
in clauses (x), (y) or (z) above (a           “Section 13 Event”), the
Purchase Price in effect immediately           prior to the first occurrence of a Section 11(a)(ii)
Event multiplied by           the number of one one-hundredths of a Preferred Share for
which a Right was           exercisable immediately prior to such first occurrence), in
accordance with the           terms of this Agreement, such number of validly authorized
and issued, fully           paid, nonassessable (except as otherwise required by any
corporation law           applicable to the Principal Party (as such term is hereinafter
defined)) and           freely tradeable Common Shares of the Principal Party, not
subject to any liens,           encumbrances, rights of first refusal or other adverse
claims, as shall be equal           to the result obtained by (1) multiplying the then
current Purchase Price by the           number of one one-hundredths of a Preferred Share
for which a Right is           exercisable immediately prior to the first occurrence of a
Section 13 Event           (or, if a Section 11(a)(ii) Event has occurred prior
to the first           occurrence of a Section 13 Event, multiplying the number of
such shares for           which a Right was exercisable immediately prior to the first
occurrence of a           Section 11(a)(ii) Event by the Purchase Price in effect
immediately prior           to such first occurrence), and dividing that product (which,
following the first           occurrence of a Section 13 Event, shall be referred to
as the           “Purchase Price” for each Right and for all purposes of this
          Agreement) by (2) 50% of the current market price (determined pursuant to
          Section 11(d) hereof) per Common Share of such Principal Party on the date
          of consummation of such Section 13 Event; (ii) such Principal Party shall
          thereafter be liable for, and shall assume, by virtue of such Section 13
          Event, all the obligations and duties of the Company pursuant to this
Agreement;           (iii) the term “Company” shall thereafter be deemed to
refer to such           Principal Party, it being specifically intended that the
provisions of           Section 11 hereof shall apply only to such Principal Party
following the           first occurrence of a Section 13 Event; (iv) such Principal
Party shall           take such steps (including, but not limited to, the reservation of
a sufficient           number of its Common Shares) in connection with the consummation
of any such           transaction as may be necessary to assure that the provisions
hereof shall           thereafter be applicable, as nearly as reasonably may be, in
relation to its           Common Shares thereafter deliverable upon the exercise of the
Rights; and (v)           the provisions of Section 11(a)(ii) hereof shall be of no
effect following           the first occurrence of any Section 13 Event.  






14 













        (b)      “Principal
Party” shall mean  





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





                   (ii)      in
the case of any transaction described in clause (z) of the first sentence of
          Section 13(a), the Person that is the party receiving the greatest portion
          of the assets or earning power transferred pursuant to such transaction or
          transactions;  





provided, however, that in
any such case, (1) if the Common Shares of such Person are not at such time and have not
been continuously over the preceding twelve (12) month-period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person
the Common Shares of which are and have been so registered, “Principal Party”shall
refer to such other Person; and (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Shares of two or more of which are and
have been so registered, “Principal Party” shall refer to whichever of such
Persons is the issuer of the Common Shares having the greatest aggregate market value.  





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







15 












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





                   (ii)     deliver
to holders of the Rights historical financial statements for the           Principal
Party and each of its Affiliates which comply in all respects with the
          requirements for registration on Form 10 under the Exchange Act.  





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





        Section
14.   Fractional Rights and Fractional Shares.  





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





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








16 











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





        Section
15.   Rights of Action.   All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under Section 18
hereof, are vested in the respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the Common Shares); and 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 will be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of the obligations of any
Person subject to, this Agreement.  





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





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





        (b)      after
the Distribution Date, the 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 associated 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 Certificates or the associated 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 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 or 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.  








17 











        Section
17.   Right Certificate Holder Not Deemed a Stockholder.   No holder,
as such, of any Right Certificate shall be entitled to vote, receive dividends or other
distributions or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Company which may at any time be issuable on the exercise of the
Rights represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with the
provisions hereof.  





        Section
18.   Concerning the Rights Agent.  





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





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





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





        (a)        Any
corporation into which the Rights Agent or any successor Rights Agent may be
          merged or with which it may be consolidated, or any corporation resulting from
          any merger or consolidation to which the Rights Agent or any successor Rights
          Agent shall be a party, or any corporation succeeding to the stock transfer or
          corporate trust business of the Rights Agent or any successor Rights Agent,
          shall be the successor to the Rights Agent under this Agreement without the
          execution or filing of any paper or any further act on the part of any of the
          parties hereto, provided that such corporation would be eligible for
          appointment as a successor Rights Agent under the provisions of Section 21
          hereof. In case at the time such successor Rights Agent shall succeed to the
          agency created by this Agreement, any of the 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.  





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









18 











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





        (a)        The
Rights Agent may consult with legal counsel (who may be 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 the Chairman of the Board, the Chief Executive           Officer or
any Vice President and by the Treasurer or any Assistant Treasurer or           the
Secretary or any Assistant Secretary of the Company and delivered to the           Rights
Agent; 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 gross negligence or willful misconduct; provided, however, that
          under no circumstances shall the Right Agent be liable for indirect, special,
          consequential or punitive damages hereunder.  





        (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
          authorization, execution and delivery 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 Section 3,
          11, 13, 23 or 24, or the ascertaining of the existence of facts that would
          require any such change or adjustment (except with respect to the exercise of
          Rights evidenced by Right Certificates after actual notice that such change or
          adjustment is required); nor shall it by any act hereunder be deemed to make
any           representation or warranty as to the authorization or reservation of any
          Preferred Shares or other securities to be issued pursuant to this Agreement or
          any Right Certificate or as to whether any Preferred Shares or other securities
          will, when issued, be validly authorized and issued, fully paid and
          nonassessable.  





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





        (g)        The
Rights Agent is hereby authorized and directed to accept instructions with
          respect to the performance of its duties hereunder from any one of the Chairman
          of the Board, the Chief Executive Officer, any Vice President, the Secretary,
          any Assistant Secretary, the Treasurer or any Assistant Treasurer of the
          Company, and to apply to such officers for advice or instructions in connection
          with its duties, and it shall not be liable for any action taken or suffered by
          it in good faith in accordance with instructions of any such officer or for any
          delay in acting while waiting for those instructions.  







19 












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





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





        Section
21.   Change of Rights Agent.   The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing mailed to the Company and to each transfer agent of the
Common Shares by registered or certified mail, and to the holders of the 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 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) a
corporation organized and doing business under the laws of the United States or of the
State of New York or the State of Delaware (or of any other state of the United States so
long as such corporation is authorized to do business as a banking institution in the
State of New York or the State of Delaware), in good standing, having an office or agency
in the State of New York or the State of Delaware, 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, or (b) an
Affiliate of a corporation described in clause (a) of this sentence. After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without further act
or deed; but the predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail
a notice thereof in writing to the registered holders of the Right Certificates. Failure
to give any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.  





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







20 












        Section
23.   Redemption.  





        (a)          The
Rights may be redeemed by action of the Board of Directors pursuant to
          subsection (b) of this Section 23 and shall not be redeemed in any
          other manner.  





        (b)       The
Board of Directors of the Company may, at its option, at any time prior to           such
time as any Person becomes an Acquiring Person, redeem all but not less           than
all the then outstanding Rights at a redemption price of $.001 per Right,
          appropriately adjusted to reflect any stock split, stock dividend or similar
          transaction occurring after the Record Date (such redemption price being
          hereinafter referred to as the “Redemption Price”). The redemption of
          the Rights by the Board of Directors may be made effective at such time, on
such           basis and with such conditions as the Board of Directors in its sole
discretion           may establish. Notwithstanding anything contained in this Agreement
to the           contrary, the Rights shall not be exercisable after the first occurrence
of a           Section 11(a)(ii) Event until such time as the Company’s right
of           redemption hereunder has expired.  





        (c)        Immediately
upon the effectiveness of the action of the Board of Directors of           the Company
ordering the redemption of the Rights pursuant to           subsection (b) of this
Section 23, and without any further action and           without any notice, the
right to exercise the Rights will terminate and the only           right thereafter of
the holders of Rights shall be to receive the Redemption           Price. The Company
shall promptly give public notice of any such redemption; provided, however, that
the failure to give, or any defect in, any such           notice shall not affect the
validity of such redemption. Within 10 days after           the effectiveness of the
action of the Board of Directors ordering the           redemption of the Rights pursuant
to subsection (b), the Company shall mail           a notice of redemption to all
the holders of the then outstanding Rights at           their last addresses as they
appear upon the registry books of the Rights Agent           or, prior to the
Distribution Date, on the registry books of the transfer agent           for the Common
Shares. Any notice which is mailed in the manner herein provided           shall be
deemed given, whether or not the holder receives the notice. Each such           notice
of redemption will state the method by which the payment of the           Redemption
Price will be made. Neither the Company nor any of its Affiliates or           Associates
may redeem, acquire or purchase for value any Rights at any time in           any manner
other than that specifically set forth in this Section 23 or in           Section 24
hereof, and other than in connection with the purchase of Common           Shares prior
to the Distribution Date.  





        Section
24.   Exchange.  





        (a)          The
Board of Directors of the Company may, at its option, at any time after any
          Person becomes an Acquiring Person, exchange all or part of the then
outstanding           and exercisable Rights (which shall not include Rights that have
become void           pursuant to the provisions of Section 11(a)(ii) hereof) for
Common Shares           of the Company 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 Record Date (such exchange ratio being
hereinafter referred           to as the “Exchange Ratio”). Notwithstanding the
foregoing, the Board           of Directors shall not be empowered to effect such
exchange at any time after           any Person (other than the Company, any Subsidiary
of the Company, any employee           benefit plan of the Company or any such
Subsidiary, any entity holding Common           Shares for or pursuant to the terms of
any such plan, or any trustee,           administrator or fiduciary of such a plan),
together with all Affiliates and           Associates of such Person, becomes the
Beneficial Owner of 50% or more of the           Common Shares of the Company then
outstanding.  








21 











        (b)       Immediately
upon the action of the Board of Directors of the Company ordering           the exchange
of any Rights pursuant to subsection (a) of this           Section 24 and
without any further action and without any notice, the right           to exercise such
Rights shall terminate and the only right thereafter of a           holder of such Rights
shall be to receive that number of Common Shares of the           Company equal to the
number of such Rights held by such holder multiplied by the           Exchange Ratio. The
Company shall promptly give public notice of any such           exchange; provided,
however, that the failure to give, or any defect in,           such notice shall not
affect the validity of such exchange. The Company promptly           shall mail a notice
of any such exchange to all of the holders of such Rights at           their last
addresses as they appear upon the registry books of the Rights Agent.           Any
notice which is mailed in the manner herein provided shall be deemed given,
          whether or not the holder receives the notice. Each such notice of exchange
will           state the method by which the exchange of the Common Shares of the Company
for           Rights will be effected and, in the event of any partial exchange, the
number of           Rights which will be exchanged. Any partial exchange shall be
effected pro rata           based on the number of Rights (other than Rights which have
become void pursuant           to the provisions of Section 11(a)(ii) hereof) held
by each holder of           Rights.  





        (c)        In
any exchange pursuant to this Section 24, the Company, at its option,           may
substitute Preferred Shares (or equivalent preferred shares, as such term is
          defined in Section 11(b) hereof) for some or all of the Common Shares of
          the Company exchangeable for Rights, at the initial rate of one one-hundredth
of           a Preferred Share (or equivalent preferred share) for each Common Share of
the           Company, as appropriately adjusted to reflect adjustments in the voting
rights           of the Preferred Shares pursuant to the terms thereof, so that the
fraction of a           Preferred Share delivered in lieu of each Common Share of the
Company shall have           the same voting rights as one Common Share of the Company.  





        (d)      In
the event that there shall not be sufficient Common Shares of the Company or
          Preferred 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 action as may be necessary to authorize
          additional Common Shares of the Company or Preferred Shares for issuance upon
          exchange of the Rights.  





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












22 














        Section
25.   Notice of Certain Events.  





        (a)        In
case the Company shall propose, after the Distribution Date, (i) to pay any
          dividend payable in stock of any class to the holders of Preferred Shares or to
          make any other distribution to the holders of Preferred Shares (other than a
          regular quarterly cash dividend), (ii) to offer to the holders of 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 Preferred Shares
(other than           a reclassification involving only the subdivision of outstanding
Preferred           Shares), (iv) to effect any consolidation or merger into or with
(other than a           merger of a Subsidiary into or with the Company), to effect any
share exchange           with or to effect any sale or other transfer (or to permit one
or more of its           Subsidiaries to effect any sale or other transfer), in one or
more transactions,           of 50% or more of the assets or earning power of the Company
and its           Subsidiaries (taken as a whole) to, any other Person, or (v) to effect
the           liquidation, dissolution or winding up of the Company, then, in each such
case,           the Company shall give to each holder of a 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, share exchange, sale, transfer, liquidation,
dissolution, or winding up           is to take place and the date of participation
therein by the holders of the           Preferred Shares if any such date is to be fixed,
and such notice shall be so           given in the case of any action covered by clause
(i) or (ii) above at least 10           days prior to the record date for determining
holders of 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
Preferred Shares, whichever shall be           the earlier.  



        (b)       In
case any of Section 11(a)(ii) Event or Section 13 Event shall           occur,
then, in any such case, (i) 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 include a
brief summary of the Section 11(a)(ii) Event or           Section 13 Event, as
the case may be, and the consequences thereof to           holders of Rights, and (ii)
all references in the preceding paragraph to           Preferred Shares shall be deemed
thereafter to refer to Common Shares and/or, if           appropriate, other securities.  





        Section
26.   Notices.  





        (a)        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:  





	 	
Hudson
Highland Group, Inc.
622 Third Avenue
New York, New York  10017
Attention:  Corporate Secretary 






        (b)           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:  





	 	
The
Bank of New York
101 Barclay Street, Floor 11E
New York, New York  10286
Attention:  Margaret Villani 






        (c)         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.  






23 












        Section
27.   Supplements and Amendments.   Prior to such time as any Person
becomes an Acquiring Person and subject to the penultimate sentence of this Section 27,
the Company may and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement without the approval of any holders of certificates
representing Common Shares of the Company. Without limiting the foregoing, the Company
may at any time prior to such time as any Person becomes an Acquiring Person amend this
Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from
15% to not less than 10%, with appropriate exceptions for Persons then beneficially
owning Common Shares of the Company constituting a percentage of the number of Common
Shares then outstanding equal to or in excess of the new threshold. From and after such
time as any Person becomes an Acquiring Person and subject to the penultimate sentence of
this Section 27, the Company and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders of Right
Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to
change or supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the holders
of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person); provided, that from and after such time as any Person becomes
an Acquiring Person this Agreement may not be supplemented or amended to lengthen,
pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights
may be redeemed at such time as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting, enhancing or clarifying
the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent shall execute such supplement or amendment. Notwithstanding anything
contained in this Agreement to the contrary, no supplement or amendment shall be made
that changes the Redemption Price or moves to an earlier date the then effective Final
Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights
shall be deemed coincident with the interests of the holders of Common Shares of the
Company.  





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





        Section
29.   Benefits of this Agreement.   Nothing in this Agreement shall
be construed to give to any person 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 of the Company) 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 of the Company).  





        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 of such State applicable to contracts to be made and performed entirely within such
State; provided, however, that the rights, duties and obligations of the Rights Agent
hereunder shall be governed by and construed in accordance with the laws of the State of
New York.  





        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.  







24 











        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.  





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




























25 













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







	Attest:


		HUDSON HIGHLAND GROUP, INC.



	By:   	/s/  Latham Williams 
		By:   	/s/  Richard W. Pehlke 

	Title:   	Vice President, Legal Affairs 
and Administration 
		Title:   	Executive Vice President 
and Chief Financial Officer 







	Attest:


		THE BANK OF NEW YORK



	By:   	/s/  John Siversten 
		By:   	/s/  Margaret Villani 

	Title:   	Vice President
		Title:   	Assistant Vice President






















26 














	 	


	 	
EXHIBIT
A








Terms of the
Series A Junior Participating Preferred Stock,
$.001 par value, of
Hudson Highland Group,
Inc. 



Series A Junior
Participating Preferred Stock 






        1.     Designation
and Amount. There is hereby created a series of Preferred           Shares that shall
be designated as “Series A Junior Participating           Preferred Stock”,
par value $.001 per share (the “Series A           Preferred Stock”), and
the number of shares constituting such series shall           be 1,000,000. Such number
of shares may be increased or decreased by resolution           of the Board of
Directors; provided that no decrease shall reduce the number of           shares of
Series A Preferred Stock to a number less than the number of shares           then
outstanding plus the number of shares reserved for issuance upon the           exercise
of outstanding options, rights or warrants or upon the conversion of           any
outstanding securities issued by the Corporation into Series A Preferred           Stock.  





        2.     Dividends
and Distributions.  





                (A)        The
holders of shares of Series A Preferred Stock, in preference to the
               holders of shares of Common Stock and of any other junior stock, shall be
               entitled to receive, when, as and if declared by the Board of Directors
out of                funds legally available for the purpose, quarterly dividends
payable in cash on                the first business days of January, April, July and
October in each year (each                such date being referred to herein as a “Quarterly
Dividend Payment                Date”), commencing on the first Quarterly Dividend
Payment Date after the                first issuance of a share or fraction of a share of
Series A Preferred                Stock, in an amount per share (rounded to the
nearest cent) equal to the greater                of (i) $1.00 or (ii) subject to the
provision for adjustment hereinafter set                forth, 100 times the aggregate
per share amount of all cash dividends, and 100                times the aggregate per
share amount (payable in kind) of all noncash dividends                or other
distributions, other than a dividend payable in shares of Common Stock                or
a subdivision of the outstanding shares of Common Stock (by reclassification
               or otherwise), declared on the Common Stock since the immediately
preceding                Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Payment                Date, since the first issuance of any share or fraction
of a share of                Series A Preferred Stock. In the event the Corporation
shall at any time                after the close of business on February 28, 2005 (the
“Record Date”)                (a) declare any dividend on Common Stock payable
in shares of Common Stock, (b)                subdivide the outstanding Common Stock, or
(c) combine the outstanding Common                Stock into a smaller number of shares,
then in each such case the amount to                which holders of shares of Series A
Preferred Stock were entitled                immediately prior to such event under clause
(ii) of the preceding sentence                shall be adjusted by multiplying such
amount by a fraction the numerator of                which is the number of shares of
Common Stock that are outstanding immediately                after such event and the
denominator of which is the number of shares of Common                Stock that were
outstanding immediately prior to such event.  





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








A-1 











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





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





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





                (B)      Except
as otherwise provided herein, in any other resolution of the Board of
               Directors creating a series of Preferred Stock or any similar stock, or by
law,                the holders of shares of Series A Preferred Stock and the
holders of shares                of Common Stock shall vote together as one class on all
matters submitted to a                vote of stockholders of the Corporation.  





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





        4.     Certain Restrictions.  





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








A-2 











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





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





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





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





                (B)        The
Corporation shall not permit any corporation of which an amount of voting
               securities sufficient to elect at least a majority of the directors of
such                corporation is beneficially owned, directly or indirectly, by the
Corporation or                otherwise controlled by the Corporation to purchase or
otherwise acquire for                consideration any shares of stock of the Corporation
unless the Corporation                could, under paragraph (A) of this Section 4,
purchase or otherwise acquire                such shares at such time and in such manner.  





        5.     Reacquired
Shares. All shares of Series A Preferred Stock that shall           at any time
have been reacquired by the Corporation shall, after such           reacquisition, have
the status of authorized but unissued shares of Preferred           Stock of the
Corporation, without designation as to series, and may be reissued           as part of a
new series of Preferred Stock to be created by resolution or           resolutions of the
Board of Directors, subject to the conditions and           restrictions on issuance set
forth herein.  











A-3 













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





        7.     Consolidation,
Merger, etc. In case the Corporation shall enter into any           consolidation,
merger, combination, share exchange or other transaction in which           the shares of
Common Stock are exchanged for or changed into other stock or           securities, cash
and/or any other property, then in any such case the shares of           Series A
Preferred Stock shall at the same time be similarly exchanged or           changed in an
amount per share (subject to the provision for adjustment           hereinafter set
forth) equal to 100 times the aggregate amount of stock,           securities, cash
and/or any other property (payable in kind), as the case may           be, into which or
for which each share of Common Stock is changed or exchanged.           In the event the
Corporation shall at any time after the Record Date (A) declare           any dividend on
Common Stock payable in shares of Common Stock, (B) subdivide           the outstanding
Common Stock, or (C) combine the outstanding shares of Common           Stock into a
smaller number of shares, then in each such case the amount set           forth in the
preceding sentence with respect to the exchange or change of shares           of Series A
Preferred Stock shall be adjusted by multiplying such amount by           a fraction the
numerator of which is the number of shares of Common Stock that           are outstanding
immediately after such event and the denominator of which is the           number of
shares of Common Stock that were outstanding immediately prior to such           event.  





        8.     No
Redemption. The shares of Series A Preferred Stock shall not be
          redeemable.  





        9.     Amendment.
To the fullest extent permitted by applicable law, prior to           such time as shares
of Series A Preferred Stock are issued and outstanding,           the Board of
Directors may modify, amend, alter or revoke any of the number of           shares of
Series A Preferred Stock, the powers, preferences or special           rights of the
Series A Preferred Stock or the other terms of the           Series A Preferred
Stock. From and after such time as shares of           Series A Preferred Stock are
issued and outstanding, the Restated Articles           of Incorporation of the
Corporation shall not be amended in any manner that           would materially alter or
change the powers, preferences or special rights of           the Series A Preferred
Stock so as to affect them adversely without the           affirmative vote of the
holders of at least two-thirds of the outstanding shares           of Series A
Preferred Stock, voting together as a single class.  





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









A-4 












	 	


	 	
EXHIBIT
B








[Form of Right
Certificate] 





	 	

	Certificate No. R-	_______ Rights







NOT EXERCISABLE
AFTER FEBRUARY 28, 2015 (SUBJECT TO EXTENSION) 
OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE 
SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE ON 
THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT. 



Right Certificate 



HUDSON HIGHLAND GROUP,
INC. 






        This
certifies that ________________, or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement, dated as of February 2,
2005, and as such agreement may be amended (the “Rights Agreement”), between
Hudson Highland Group, Inc., a Delaware corporation (the “Company”), and The
Bank of New York (the “Rights Agent”), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement) and prior
to 5:00 P.M., New York, New York time, on February 28, 2015, subject to extension,at
the principal office of the Rights Agent, or at the office of its successor as Rights
Agent, one one-hundredth of one fully paid nonassessable share of Series A Junior
Participating Preferred Stock, par value $.001 per share (“Preferred Shares”),
of the Company, at a purchase price of $60.00 per one one-hundredth of a Preferred Share
(the “Purchase Price”), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly executed. The number of Rights
evidenced by this Right Certificate (and the number of one one-hundredths of a Preferred
Share which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of February 28, 2005, based
on the Preferred Shares as constituted at such date. As provided in the Rights Agreement,
the Purchase Price and the number of one one-hundredths of a Preferred Share which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain events.  





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











B-1 












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





        Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may
be redeemed by the Company at a redemption price of $.001 per Right.  





        The
Board of Directors of the Company may, at its option, at any time after any Person
becomes an Acquiring Person, but prior to such Person’s acquisition of 50% or more
of the outstanding shares of Common Stock, par value $.001 per share (“Common Stock”),
of the Company, exchange the Rights evidenced by the certificates for Preferred Shares or
shares of Common Stock, at an exchange ratio of one one-hundredth of a Preferred Share or
one share of Common Stock, as the case may be, per Right, subject to adjustment, as
provided in the Rights Agreement.  





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





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





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












B-2 













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






Dated as of ____________,
____. 





	ATTEST:


		HUDSON HIGHLAND GROUP, INC.



	  
		By:   	  

	  		Title:   	  







	Countersigned:


THE BANK OF NEW YORK


		



	By:   	  
			 
		Authorized Signature 			 


























B-3 













[Form of Reverse Side
of Right Certificate] 






FORM OF ASSIGNMENT 






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






	        FOR
VALUE RECEIVED _______________________________ hereby sells, assigns and
transfers unto ___________________________________________________________________________________________

	(Please
print name and address of transferee)     

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








	
Dated:  ____________,
____  






	 	
  

	 	
Signature 








	
Signature
Guaranteed:  







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








	 	
  

	 	
Signature 









	
 











B-4 













[Form of Reverse Side
of Right Certificate -- continued] 






FORM OF ELECTION TO
PURCHASE






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







	
To
HUDSON HIGHLAND GROUP, INC.:  






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









	
Please
insert social security or other identifying number  





	 


	(Please
print name and address)     

	 









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






	
Please
insert social security or other identifying number 






	 


	(Please
print name and address)     
	 








	
Dated:
  ____________, ____ 




	 	
  

	 	
Signature 






	
Signature
Guaranteed:  






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










B-5 














[Form of Reverse Side
of Right Certificate — continued] 






	
 








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







	 	
  

	 	
Signature 









	
 








NOTICE



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







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





















B-6 














		


	 	
EXHIBIT
C








HUDSON HIGHLAND GROUP,
INC. 



SUMMARY OF RIGHTS TO
PURCHASE
PREFERRED SHARES 





        On
February 2, 2005, the Board of Directors of Hudson Highland Group, Inc. (the
“Company”) declared a dividend of one preferred share purchase right (a
“Right”) for each outstanding share of common stock, $.001 par value per share
(“Common Shares”), of the Company. The dividend is payable upon the close of
business on February 28, 2005 to the stockholders of record upon the close of business on
February 28, 2005 (the “Record Date”). Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.001 par value (“Preferred Shares”), of the Company,
at a price of $60.00 per one one-hundredth of a Preferred Share, subject to adjustment
(the “Purchase Price”). The description and terms of the Rights are set forth in
a Rights Agreement (the “Rights Agreement”) between the Company and The Bank of
New York, as Rights Agent (the “Rights Agent”). 



        Until
the earlier to occur of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons (other than the Company, a subsidiary of the Company
or an employee benefit plan of the Company or a subsidiary) (an “Acquiring
Person”) has acquired beneficial ownership of 15% or more of the outstanding Common
Shares (the “Shares Acquisition Date”) or (ii) 10 business days (or such later
date as may be determined by action of the Company’s Board of Directors prior to such
time as any person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group (other than the
Company, a subsidiary of the Company or an employee benefit plan of the Company or a
subsidiary) of 15% or more of such outstanding Common Shares (the earlier of such dates
being called the “Distribution Date”), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate. 



        The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued after the
Record Date, upon transfer or new issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares, outstanding as of the Record Date, even without such notation, will
also constitute the transfer of the Rights associated with the Common Shares represented
by such certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights. 



        The
Rights are not exercisable until the Distribution Date. The Rights will expire on February
28, 2015 (the “Final Expiration Date”), subject to extension, unless the Rights
are earlier redeemed or exchanged by the Company, in each case as described below. 



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






C-1 












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



        Preferred
Shares purchasable upon the exercise of Rights will not be redeemable. Each Preferred
Share will be entitled to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times the amount received
per Common Share. These rights are protected by customary antidilution provisions. 



        Because
of the nature of the Preferred Shares’ dividend, voting and liquidation rights, the
value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of
each Right should approximate the value of one Common Share. 



        In
the event that any person becomes an Acquiring Person (a “Flip-In Event”), each
holder of a Right (except as otherwise provided in the Rights Agreement) will thereafter
have the right to receive upon exercise that number of Common Shares (or, in certain
circumstances cash, property or other securities of the Company or a reduction in the
Purchase Price) having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all
Rights that are, or (under certain circumstances specified in the Rights Agreement) were,
or subsequently become beneficially owned by an Acquiring Person, related persons and
transferees will be null and void. 









C-2 














        In
the event that, at any time following the Shares Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction or (ii) 50% or more of its
consolidated assets or earning power are sold (the events described in clauses (i) and
(ii) are herein referred to as “Flip-Over Events”), proper provision will be
made so that each holder of a Right (except as otherwise provided in the Rights Agreement)
will thereafter have the right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the then current
Purchase Price. 



        With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the Company be evidenced
by depositary receipts). In lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date of
exercise. 



        The
Purchase Price is payable by certified check, cashier’s check, bank draft or money
order or, if so provided by the Company, the Purchase Price following the occurrence of a
Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common
Shares having an equivalent value. 



        At
any time after a person becomes an Acquiring Person and prior to the acquisition by such
Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by any Acquiring Person
which have become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class or series of the
Company’s preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment). 



        At
any time prior to a person becoming an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(the “Redemption Price”). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price. 



        Other
than amendments that would change the Redemption Price or move to an earlier date the
Final Expiration Date of the Rights, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 15% to not less
than 10%, with appropriate exceptions for any person then beneficially owning a percentage
of the number of Common Shares then outstanding equal to or in excess of the new
threshold, except that from and after such time as any person becomes an Acquiring Person
no such amendment may adversely affect the interests of the holders of the Rights. 



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



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













C-3