================================================================================
                                                                     EXHIBIT 4.3










                                RIGHTS AGREEMENT


                                 by and between


                        RESORTQUEST INTERNATIONAL, INC.


                                      and


                    AMERICAN STOCK TRANSFER & TRUST COMPANY

                                as Rights Agent




                                  Dated as of

                               February 25, 1999

================================================================================
<PAGE>




                               TABLE OF CONTENTS



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

Section 2. Appointment of Rights Agent............................................................................6

Section 3. Issuance of Right Certificates.........................................................................7

Section 4. Form of Right Certificates.............................................................................8

Section 5. Countersignature and Registration......................................................................8

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; 
           Mutilated, Destroyed, Lost or Stolen Right Certificates ...............................................9

Section 7. Exercise of Rights; Exercise Price; Expiration Date of Rights.........................................10

Section 8. Cancellation and Destruction of Right Certificates....................................................12

Section 9. Reservation and Availability of Shares of Preferred Stock.............................................12

Section 10. Preferred Stock Record Date..........................................................................13

Section 11. Adjustment of Exercise Price or Number of Shares.....................................................14

Section 12. Certification of Adjusted Exercise Price or Number of Shares.........................................17

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.................................18

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

Section 15. Rights of Action.....................................................................................21
</TABLE>


                                       i


<PAGE>

<TABLE>
<S>         <C>                                                                                                 <C>
Section 16. Agreement of Right Holders...........................................................................22

Section 17. Right Certificate Holder Not Deemed a Stockholder....................................................22

Section 18. Concerning the Rights Agent..........................................................................22

Section 19. Merger or Consolidation of, or Change in Name of, the Rights Agent...................................23

Section 20. Duties of Rights Agent...............................................................................24

Section 21. Change of Rights Agent...............................................................................25

Section 22. Issuance of New Right Certificates...................................................................26

Section 23. Redemption...........................................................................................26

Section 24. Notice of Proposed Actions...........................................................................27

Section 25. Notices..............................................................................................28

Section 26. Supplements and Amendments...........................................................................29

Section 27. Successors...........................................................................................29

Section 28. Benefits of this Rights Agreement....................................................................29

Section 29. Delaware Contract....................................................................................29

Section 30. Counterparts.........................................................................................29

Section 31. Descriptive Headings.................................................................................30

Section 32. Severability.........................................................................................30
</TABLE>


                                       ii
<PAGE>

Exhibit A   --  Summary of Rights

Exhibit B   --  Form of Right Certificate

Exhibit C   --  Form of Certificate of Designations



                                      iii
<PAGE>
                                RIGHTS AGREEMENT

                  Agreement,  dated as of  February  25,  1999,  by and  between
ResortQuest  International,  Inc., a Delaware  corporation (the "Company"),  and
American  Stock Transfer & Trust Company,  a New York  corporation  (the "Rights
Agent").

                              W I T N E S S E T H:

                  WHEREAS,  on February 25, 1999,  the Board of Directors of the
Company  authorized  the issuance  of, and  declared a dividend  payable in, one
right (a "Right") for each share of the Company's Common Stock, no par value per
share (the "Common Stock"), outstanding as of the close of business on March 15,
1999 (the "Record Date").  Each such Right  represents the right to purchase one
one-hundredth  of a share of Class A Junior  Preferred Stock of the Company (the
"Preferred  Stock"),  having the rights and preferences set forth in the form of
the Certificate of  Designations  attached hereto as Exhibit C authorized by the
Board of  Directors  on  February  25,  1999,  upon the terms and subject to the
conditions hereinafter set forth; and

                  WHEREAS,  the  Board  of  Directors  of  the  Company  further
authorized  the issuance of one Right  (subject to  adjustment)  with respect to
each share of Common  Stock which may be issued  between the Record Date and the
earlier to occur of the Expiration  Date or the Final  Expiration  Date (as such
terms are hereinafter defined);

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

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

                          (a)  "Acquiring  Person"  shall  mean any  Person  (as
                  such term is hereinafter defined) who or which,  together with
                  all  Affiliates  (as such  term is  hereinafter  defined)  and
                  Associates  (as  such  term is  hereinafter  defined)  of such
                  Person,  shall  be the  Beneficial  Owner  (as  such  term  is
                  hereinafter  defined)  of 15% or more of the Voting  Stock (as
                  such  term  is  hereinafter   defined)  of  the  Company  then
                  outstanding;  provided  that,  an  Acquiring  Person shall not
                  include  (i) an Exempt  Person  (as such  term is  hereinafter
                  defined), or (ii) any Person, together with all Affiliates and
                  Associates of such Person,  who or which would be an Acquiring
                  Person solely by reason of (A) being the  Beneficial  Owner of
                  shares  of  Voting  Stock  of  the  Company,   the  Beneficial
                  Ownership of which was acquired by such Person pursuant to any
                  action  or  transaction  or  series  of  related   actions  or
                  transactions  approved by the Board of  Directors  before such
                  Person  otherwise  became  an  Acquiring   Person,  or  (B)  a
                  reduction in the number of issued and

<PAGE>
                  outstanding  shares of Voting Stock of the Company pursuant to
                  a transaction or a series of related transactions  approved by
                  the Board of Directors of the Company; provided, further, that
                  in the event such  Person  described  in this clause (ii) does
                  not become an Acquiring  Person by reason of subclause  (A) or
                  (B) of this clause (ii),  such Person  nonetheless  becomes an
                  Acquiring Person in the event such Person thereafter  acquires
                  Beneficial  Ownership of an  additional 1% of the Voting Stock
                  of the  Company,  unless the  acquisition  of such  additional
                  Voting  Stock  would not  result in such  Person  becoming  an
                  Acquiring  Person by reason  of  subclause  (A) or (B) of this
                  clause (ii).  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 shares of Voting Stock
                  so that such Person would no longer be an  "Acquiring  Person"
                  as  defined  pursuant  to the  foregoing  provisions  of  this
                  paragraph  (a),  then  such  Person  shall  not be  deemed  an
                  "Acquiring Person" for any purposes of this Rights Agreement.

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

                          (c)  "Associate" of  a  Person  shall  mean  (i)  with
                  respect to a corporation,  any officer or director  thereof or
                  of any  Subsidiary  (as  such  term  is  hereinafter  defined)
                  thereof,  or any Beneficial  Owner of 10% or more of any class
                  of  equity   security   thereof,   (ii)  with   respect  to  a
                  partnership,  any  general  partner  thereof  or  any  limited
                  partner thereof who is, directly or indirectly, the Beneficial
                  Owner of a 10% ownership interest therein,  (iii) with respect
                  to a business trust,  any officer or trustee thereof or of any
                  Subsidiary  thereof or any Beneficial  Owner of 10% or more of
                  any class of beneficial interest therein, (iv) with respect to
                  any  association  other  than a  corporation,  partnership  or
                  business  trust,  any  officer  or  director  or other  person
                  performing  similar  functions  thereof  or of any  Subsidiary
                  thereof or any  Beneficial  Owner of 10% or more of the Common
                  Stock  (as  such   term  is   hereinafter   defined)   of  the
                  association,  (v)  with  respect  to a  trust  that  is  not a
                  business trust or an estate, any trustee,  executor or similar
                  fiduciary or any Person who has a 10% or greater interest as a
                  beneficiary  in the income from or  principal of such trust or
                  estate, (vi) with respect to a natural person, any relative or
                  spouse of such person, or any relative of such spouse, who has
                  the same home as such person,  and (vii) any Affiliate of such
                  Person.

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

                             (i)      which such Person or any  of such Person's
                          Affiliates or 




                                       2
<PAGE>

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

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

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




                                       3
<PAGE>

                          shareholders for the election of director  nominees or
                          any other shareholder resolution, the formation of and
                          membership   on  any  committee  for  the  purpose  of
                          promoting or opposing any  shareholder  resolution  or
                          for  electing  a slate of  nominees  to the  Company's
                          Board  of  Directors,  service  on  such  a  slate  of
                          nominees,   or   agreement  to  a  slate  of  director
                          nominees, provided, that such other Person retains the
                          right at any time to  withdraw  as a nominee or member
                          of any such  committee,  and to withhold or revoke any
                          vote or proxy  for or  against  any  such  shareholder
                          resolution or for such slate of nominees; (y) entering
                          into  revocable  voting  agreements or the granting or
                          solicitation of revocable  proxies with respect to any
                          of the matters  described in the foregoing clause (x);
                          or (z) the sharing of expenses and the indemnification
                          against  expenses  and  liabilities  by any such other
                          Person with  respect to  expenses  incurred or conduct
                          occurring  during  the time  such  other  Person  is a
                          nominee or a member of any such committee described in
                          the  foregoing  clause (x).  Further,  notwithstanding
                          anything  in this  paragraph  (d) to the  contrary,  a
                          Person   engaged  in  the  business  of   underwriting
                          securities shall not be deemed the "Beneficial  Owner"
                          of, or to "Beneficially  Own," any securities acquired
                          in good faith in a firm commitment  underwriting until
                          the  expiration  of forty  days after the date of such
                          acquisition.

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

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

                          (g)  "Common  Stock" when used with  reference  to the
                  Company shall mean the Company's common stock, par value $0.01
                  per share.  "Common  Stock"  when used with  reference  to any
                  Person  other than the  Company  which shall be  organized  in
                  corporate  form shall mean the capital  stock or other  equity
                  security  with the  greatest  per share  voting  power of such
                  Person.  "Common Stock" when used with reference to any Person
                  other  than  the  Company  which  shall  not be  organized  in
                  corporate  form shall mean units of beneficial  interest which
                  shall  represent the right to participate in profits,  losses,
                  deductions  and  credits  of such  Person  and which  shall be
                  entitled to exercise  the  greatest  voting  power per unit of
                  such Person.

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

                          (i) "Exchange Act" shall have the meaning set forth in
                  Section 1(b) 



                                       4
<PAGE>

                  hereof.

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

                          (k) "Exercise  Price" shall have the meaning set forth
                  in Sections 4 and 7(b) hereof.

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

                          (m) "Fair Market Value" of any property shall mean the
                  fair market value of such property as determined in accordance
                  with Section 11(b) hereof.

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

                          (o)  "Person"  shall  mean  any  partnership,  limited
                  liability   company,   business  trust,   other   association,
                  government  entity,  estate,  trust,   foundation  or  natural
                  person.

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

                          (q)  "Qualifying  Tender Offer" shall mean a tender or
                  exchange offer for all  outstanding  shares of Common Stock of
                  the Company not  beneficially  owned by the Person making such
                  offer  (or by its  Affiliates  or  Associates)  approved  by a
                  majority of the Board of Directors  prior to the time that any
                  Person has become an Acquiring  Person and after receiving the
                  advice of a nationally recognized investment banking firm and,
                  after taking into account the potential long-term value of the
                  Company and all other factors that they consider relevant.

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

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

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



                                       5
<PAGE>

                  become aware of the existence of an Acquiring Person.

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

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

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

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

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

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

                  Section 2.  Appointment  of Rights Agent.  The Company  hereby
appoints the Rights Agent to act as agent for the Company and the holders of the
Rights 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.


                                       6
<PAGE>

                  Section 3. Issuance of Right Certificates.

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

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

                  (c) Rights  shall be issued in respect of all shares of Common
Stock that become  outstanding after the Record Date but prior to the earlier of
the Distribution  Date, the Expiration Date or the Final Expiration Date and, in
certain circumstances provided in Section 22 hereof, may be issued in respect of
shares of Common  Stock that become  outstanding  after the  Distribution  Date.
Certificates  for Common  Stock  (including,  without  limitation,  certificates
issued  upon  original  issuance,  disposition  from the  Company's  treasury or
transfer  or exchange  of Common  Stock)  after the Record Date but prior to the
earliest of the Distribution  Date, the Expiration Date, or the Final Expiration
Date (or, in certain  circumstances as provided in Section 22 hereof,  after the
Distribution Date) shall have impressed,  printed, written or stamped thereon or
otherwise affixed thereto the following legend:

                  This certificate also evidences and entitles the holder hereof
                  to the same number of Rights  (subject to  adjustment)  as the
                  number  of  shares  of  Common  Stock   represented   by  this
                  certificate, such Rights being on the terms provided under the
                  Rights Agreement between ResortQuest  International,  Inc. and
                  American Stock Transfer & Trust Company (the "Rights  Agent"),
                  dated as of February 25, 1999,  as it may be amended from time
                  to time (the  



                                       7
<PAGE>

                  "Rights  Agreement"),  the  terms  of which  are  incorporated
                  herein  by  reference  and a copy of  which  is on file at the
                  principal executive offices of ResortQuest International, Inc.
                  Under  certain  circumstances,  as set  forth  in  the  Rights
                  Agreement,   such  Rights   shall  be  evidenced  by  separate
                  certificates   and  shall  no  longer  be  evidenced  by  this
                  certificate. ResortQuest International, Inc. shall mail to the
                  registered  holder of this  certificate  a copy of the  Rights
                  Agreement  without  charge within five days after receipt of a
                  written  request  therefor.  Under  certain  circumstances  as
                  provided  in  Section  7(e) of the  Rights  Agreement,  Rights
                  issued to or Beneficially  Owned by Acquiring Persons or their
                  Affiliates  or  Associates  (as such terms are  defined in the
                  Rights  Agreement)  or any  subsequent  holder of such  Rights
                  shall  be null  and  void  and may not be  transferred  to any
                  Person.

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

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

                  Section 5. Countersignature and Registration.

                  (a) Each Right  Certificate shall be executed on behalf of the
Company by its 



                                       8
<PAGE>

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

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

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

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

                                       9
<PAGE>

                  (b) Subject to the  provisions of Sections  7(e),  7(f) and 14
hereof,  upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory  to them of the loss,  theft,  destruction or mutilation of a Right
Certificate,  and,  in case of  loss,  theft or  destruction,  of  indemnity  or
security  reasonably  satisfactory  to them and, if  requested  by the  Company,
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  or upon surrender to the Rights Agent and  cancellation of
the Right  Certificate  if mutilated,  the Company shall issue and deliver a new
Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
registered owner in lieu of the Right Certificate so lost, stolen,  destroyed or
mutilated.

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

                  (a) The  Rights  shall  not be  exercisable  until,  and shall
become  exercisable on, the Distribution Date (unless otherwise provided herein,
including,  without limitation,  the restrictions on exercisability set forth in
Sections 7(e) and 23(a) hereof). Except as otherwise provided herein, the Rights
may be  exercised,  in  whole  or in  part,  at any  time  commencing  with  the
Distribution  Date upon  surrender  of the Right  Certificate,  with the form of
election to purchase and  certificate  on the reverse side thereof duly executed
(with signatures duly  guaranteed),  to the Rights Agent at the principal office
of the Rights Agent in New York, New York, together with payment of the Exercise
Price for each Right exercised,  subject to adjustment as hereinafter  provided,
at or prior to the Close of  Business  on the earlier of (i) March 15, 2009 (the
"Final  Expiration  Date"), or (ii) the date on which the Rights are redeemed as
provided in Section 23 hereof (such earlier date being herein referred to as the
"Expiration Date").

                  (b) The Exercise Price for each one one-hundredth (1/100) of a
share of  Preferred  Stock  issued  pursuant  to the  exercise  of a Right shall
initially be $87.00 (the "Exercise Price"). The Exercise Price and the number of
shares of Preferred Stock or other  securities to be acquired upon exercise of a
Right shall be subject to  adjustment  from time to time as provided in Sections
11 and 13 hereof.  The  Exercise  Price shall be payable in lawful  money of the
United States of America, in accordance with paragraph (c) below.

                  (c) Except as  otherwise  provided  herein,  upon receipt of a
Right Certificate  representing  exercisable Rights with the form of election to
purchase duly  executed,  accompanied by payment by certified  check,  cashier's
check,  bank draft or money order  payable to the Company or the Rights Agent of
the  Exercise  Price for the shares to be  purchased  and an amount equal to any
applicable  Transfer  Tax  required  to be  paid  by the  holder  of  the  Right
Certificate  in  accordance  with Section  9(e)  hereof,  the Rights Agent shall
thereupon  promptly (i)  requisition  from any transfer  agent of the  Preferred
Stock one or more  certificates  representing  the number of shares of Preferred
Stock to be so purchased,  and the Company  hereby  authorizes  and directs such
transfer  agent to comply  with all such  requests,  (ii) as provided in Section
14(b) hereof,  at the election of the Company,  cause depositary  receipts to be
issued in lieu of fractional  shares of Preferred  Stock,  (iii) if the election
provided  for in the  immediately  preceding  clause  (ii)  has not  been  made,
requisition  from  the  Company  the  amount  of  cash to be paid in lieu of the
issuance of  fractional  shares in accordance  with Section  14(b) hereof,  (iv)
after  receipt  of  such  




                                       10
<PAGE>

Preferred Stock certificates and, if applicable,  depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate,  registered  in such  name or  names as may be  designated  by such
holder, and (v) when appropriate,  after receipt,  promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate;  provided,
however,  that in the case of a purchase  of  securities,  other than  Preferred
Stock,  pursuant to Section 13 hereof,  the Rights Agent shall promptly take the
appropriate  actions  corresponding  in such  case to  that  referred  to in the
foregoing  clauses (i) through (v) of this  Section  7(c).  Notwithstanding  the
foregoing  provisions of this Section 7(c), the Company may suspend the issuance
of shares of Preferred  Stock upon exercise of a Right for a reasonable  period,
not in excess of 90 days,  during which the Company seeks to register  under the
Securities Act of 1933, as amended (the  "Securities  Act"),  and any applicable
securities law of any other  jurisdiction,  the shares of Preferred  Stock to be
issued pursuant to the Rights; provided, however, that nothing contained in this
Section 7(c) shall  relieve the Company of its  obligations  under  Section 9(c)
hereof.

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

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


                                       11
<PAGE>

Person  whose Rights would be void  pursuant to the  provisions  of this Section
7(e) shall be canceled.

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

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

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

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

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

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

                                       12
<PAGE>

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

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

                  Section 10.  Preferred Stock Record Date. Each Person in whose
name any  certificate  for shares of Preferred Stock is issued upon the exercise
of Rights  shall for all  purposes be deemed to have become the holder of record
of such Preferred Stock  represented  thereby on, and such certificate  shall be
dated as of, the date upon which the Right  Certificate  evidencing  such Rights
was duly  surrendered  and  payment of the  Exercise  Price (and any  applicable
Transfer Taxes) was made; provided, however, that, if the date of such surrender
and  payment  is a date upon which the  Preferred  Stock  transfer  books of the
Company are closed, such Person shall be deemed to have become the record holder
of such  shares  on,  and  such  certificate  shall  be  dated  as of,  the next
succeeding  Business Day on which the relevant transfer books of the Company are
open.  Prior to the exercise of the Rights  evidenced  thereby,  the holder of a
Right Certificate, as such, shall not be entitled to any rights of a stockholder
of the Company with respect to shares for which the Rights shall be exercisable,
including,  without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.



                                       13
<PAGE>

                  Section 11.  Adjustment of Exercise Price or Number of Shares.
The  Exercise  Price and the number of shares of  Preferred  Stock  which may be
purchased  upon exercise of a Right 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  Rights  Agreement  (A)  declare  or pay any
                  dividend  on the  Common  Stock  payable  in  shares of Common
                  Stock, (B) subdivide or split the outstanding shares of Common
                  Stock  into a greater  number of  shares,  or (C)  combine  or
                  consolidate  the  outstanding  shares of Common  Stock  into a
                  smaller  number of  shares  or  effect a reverse  split of the
                  outstanding  shares  of  Common  Stock,  then and in each such
                  event the number of shares of Preferred  Stock  issuable  upon
                  the  exercise  of a Right after the record date for such event
                  (if one shall have been established or, if not, after the date
                  of such  event)  shall be the  number of  shares of  Preferred
                  Stock issuable immediately prior to such event multiplied by a
                  fraction  the  numerator  of which  is the  number  of  rights
                  outstanding   immediately   prior  to  such   event   and  the
                  denominator  of  which is the  number  of  Rights  outstanding
                  immediately after such event and the Exercise Price after such
                  event shall be the Exercise Price in effect  immediately prior
                  to such event multiplied by such fraction.  If an event occurs
                  which  would  require an  adjustment  under both this  Section
                  11(a)(i) and Section 11(a)(ii) hereof, 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) hereof.

                        (ii) In the event that any Person  (other than an Exempt
                  Person), alone or together with its Affiliates and Associates,
                  shall  become  an  Acquiring  Person,  except  pursuant  to  a
                  Qualifying Tender Offer, then, subject to the last sentence of
                  Section 23(a) hereof and except as otherwise  provided in this
                  Section  11,  each  holder of a Right,  except as  provided in
                  Section  7(e)  hereof,  shall  thereafter  have  the  right to
                  receive  upon  exercise of such Right in  accordance  with the
                  terms of this Rights  Agreement  and  payment of the  Exercise
                  Price, the greater of (1) the number of one  one-hundredths of
                  a  share  of   Preferred   Stock  for  which  such  Right  was
                  exercisable  immediately  prior to the first occurrence of the
                  event described in this Section 11(a)(ii),  or (2) such number
                  of one  one-hundredths of a share of Preferred Stock, based on
                  the per  share  Fair  Market  Value  of such  Preferred  Stock
                  (determined  pursuant to Section  11(b) hereof) on the date of
                  such  first  occurrence,  having a value  equal  to twice  the
                  Exercise  Price;  provided,  however,  that if the transaction
                  that would otherwise give rise to the foregoing  adjustment is
                  also subject to the provisions of Section 13 hereof, then only
                  the  provisions  of  Section  13  hereof  shall  apply  and no
                  adjustment shall be made pursuant to this Section 11(a)(ii).

                        (iii)  In the  event  that  the  Company  does  not have
                  available  sufficient  authorized but unissued Preferred Stock
                  to permit the adjustments  required  pursuant to the foregoing
                  subparagraph  (i) or the  exercise  in full of the  Rights  in
                  accordance with the foregoing  subparagraph  (ii), the Company
                  shall take all such 



                                       14
<PAGE>

                  action  as may be  necessary  to  authorize  and  reserve  for
                  issuance such number of additional  shares of Preferred  Stock
                  as may from time to time be  required  to be  issued  upon the
                  exercise in full of all Rights  from time to time  outstanding
                  and,  if  necessary,  shall  use its best  efforts  to  obtain
                  stockholder  approval  thereof.  In lieu of issuing  shares of
                  Preferred Stock in accordance with the foregoing subparagraphs
                  (i) and (ii), the Company may, if the Board of Directors based
                  upon the advice of a nationally  recognized investment banking
                  firm  determines  that such action is necessary or appropriate
                  and not contrary to the interests of holders of Rights,  elect
                  to  issue or pay,  upon the  exercise  of such  Rights,  cash,
                  property,  shares of Preferred  Stock or Common Stock,  or any
                  combination  thereof,  having an  aggregate  Fair Market Value
                  equal to the Fair  Market  Value of the  shares  of  Preferred
                  Stock which  otherwise  would have been  issuable  pursuant to
                  Section  11(a)(ii)  hereof,  which Fair Market  Value shall be
                  determined by such nationally  recognized  investment  banking
                  firm. For purposes of the preceding sentence,  the Fair Market
                  Value of the Preferred  Stock shall be as determined  pursuant
                  to Section  11(b)  hereof.  Subject to Section 23 hereof,  any
                  such election by the Board of Directors of the Company must be
                  made and publicly  announced within thirty (30) days after the
                  date on which the event described in Section  11(a)(ii) hereof
                  occurs.

                  (b) For the purpose of this Rights Agreement, the "Fair Market
         Value" of any share of Preferred Stock, Common Stock or any other stock
         or any Right or other  security or any other property on any date shall
         be  determined  as provided  in this  Section  11(b).  In the case of a
         publicly-traded  stock or other security,  the Fair Market Value on any
         date shall be deemed to be the average of the daily closing  prices per
         share  of such  stock  or per unit of such  other  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 Fair  Market  Value per share of any share of Common  Stock is
         determined  during a period  which  includes any date that is within 30
         Trading  Days  after  (i)  the  ex-dividend  date  for  a  dividend  or
         distribution  on such  stock  payable  in  shares  of  Common  Stock or
         securities  convertible  into  shares  of  Common  Stock,  or (ii)  the
         effective date of any subdivision,  split, combination,  consolidation,
         reverse stock split or  reclassification  of such stock,  then,  and in
         each such case, the Fair Market Value shall be  appropriately  adjusted
         to take into account  ex-dividend or post-effective  date trading.  The
         closing  price for any day shall be the last sale price,  regular  way,
         or, in case no such sale takes  place on such day,  the  average of the
         closing bid and asked prices,  regular way (in either case, as reported
         in  the  applicable   transaction  reporting  system  with  respect  to
         securities  listed  or  admitted  to  trading  on the  New  York  Stock
         Exchange),  or, if the securities are not listed or admitted to trading
         on  the  New  York  Stock  Exchange,  as  reported  in  the  applicable
         transaction  reporting system with respect to securities  listed on the
         principal national securities exchange on which such security is listed
         or admitted to trading; or, if 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 Nasdaq Stock Market or such
         other system then in use;  or, if no bids for such  security are quoted
         by any such  organization,  the  average of the  closing  



                                       15
<PAGE>

         bid and asked prices as furnished by a professional market maker making
         a market in such  security.  The term "Trading Day" shall mean a day on
         which the principal national securities exchange on which such security
         is  listed  or  admitted  to  trading  is open for the  transaction  of
         business  or, if such  security is not listed or admitted to trading on
         any national securities  exchange, a Business Day. If a security is not
         publicly  held or not so listed or traded,  "Fair  Market  Value" shall
         mean the fair  value per share of stock or per other unit of such other
         security,  as determined by a nationally  recognized investment banking
         firm  experienced  in the valuation of securities;  provided,  however,
         that for  purposes  of making the  adjustment  provided  for by Section
         11(a)(ii)  hereof,  the Fair Market Value of a share of Preferred Stock
         shall not be less than 100% of the product of the Fair Market  Value of
         a share of Common Stock,  as the case may be,  multiplied by the higher
         of the  then  Dividend  Multiple  or Vote  Multiple  applicable  to the
         Preferred  Stock  (as such  terms are  defined  in the  Certificate  of
         Designations relating to the Preferred Stock) and shall not exceed 105%
         of the  product  of the then  Fair  Market  Value of a share of  Common
         Stock,  as the  case  may be,  multiplied  by the  higher  of the  then
         Dividend  Multiple or Vote Multiple  applicable to the Preferred Stock.
         In the case of property other than securities,  the "Fair Market Value"
         thereof  shall be  determined  by a  nationally  recognized  investment
         banking firm based upon appraisals or valuation  reports  determined to
         be  appropriate  in  accordance  with good  business  practices and the
         interests  of the  holders of Rights.  Any such  determination  of Fair
         Market Value shall be  described  in a statement  filed with the Rights
         Agent and shall be binding upon the Rights Agent.

                  (c) All  calculations  under this  Section 11 shall be made to
         the nearest cent or to the nearest one one-hundredth of a share, as the
         case may be.

                  (d)  Irrespective  of any adjustment or change in the Exercise
         Price or the  number of shares of  Preferred  Stock  issuable  upon the
         exercise  of  the  Rights,  the  Right  Certificates   theretofore  and
         thereafter  issued may continue to express the  Exercise  Price and the
         number of shares to be issued  upon  exercise  of the  Rights as in the
         initial Right Certificates  issued hereunder but,  nevertheless,  shall
         represent the Rights as so adjusted.

                  (e) Before  taking any action that would  cause an  adjustment
         reducing  the purchase  price per whole share of  Preferred  Stock upon
         exercise of the Rights below the then par value,  if any, of the shares
         of Preferred  Stock, the Company shall use its best efforts to 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
         non-assessable shares of such Preferred Stock at such adjusted purchase
         price per share.

                  (f)   Anything   in   this   Section   11  to   the   contrary
         notwithstanding,  in the event of any  reclassification of stock of the
         Company or any recapitalization,  reorganization or partial liquidation
         of the Company or similar transaction, the Company shall be entitled to
         make such  further  adjustments  in the  number of shares of  Preferred
         Stock which may be  acquired  upon  exercise  of the  Rights,  and such
         adjustments  in the  Exercise  Price  therefor,  in  addition  to those
         adjustments  expressly required by the other paragraphs of this Section
         11, as shall be  necessary or  appropriate  in order for the holders of
         such  



                                       16
<PAGE>

         Rights in such event to be treated equitably and in accordance with the
         purpose and intent of this Rights  Agreement  or in order that any such
         event shall not, but for such adjustment,  in the opinion of counsel to
         the Company, result in the stockholders of the Company being subject to
         any United States federal income tax liability by reason thereof.

                  (g) In the  event  the  Company  shall at any time  after  the
         Record Date make any  distribution on the shares of Common Stock of the
         Company, whether by way of a dividend or a reclassification of stock, a
         recapitalization,  reorganization or partial liquidation of the Company
         or otherwise,  in cash or any debt security,  debt instrument,  real or
         personal  property  or any other  property  (other  than any  shares of
         Common Stock or other  capital  stock of the Company and other than any
         right or  warrant  to  acquire  any  such  shares,  including  any debt
         security  convertible  into or exchangeable for any such share, at less
         than the Fair Market  Value of such shares) and the amount of such cash
         dividend  or  the  Fair  Market  Value  of  such  debt  security,  debt
         instrument or property exceeds 150% of the aggregate amount of the cash
         dividends  declared  or paid on the Common  Stock of the Company in the
         15-month period immediately  preceding such  distribution,  then and in
         each such  event,  unless  such  distribution  is part of or is made in
         connection with a transaction to which Section  11(a)(ii) or Section 13
         hereof applies,  the Exercise Price shall be reduced by an amount equal
         to the cash or the Fair Market Value of such distribution,  as the case
         may be, per share of Common Stock. For purposes hereof, the Fair Market
         Value of any  property  distributed  to the holders of shares of Common
         Stock of the Company shall be the Fair Market Value of such property as
         determined  by  a  nationally   recognized   investment   banking  firm
         experienced  in the valuation of  securities  or the other  property so
         distributed, as the case may be, whose determination shall be final and
         binding on the Company, the Rights Agent and the holders of Rights.

                  Section 12. Certification of Adjusted Exercise Price or Number
of Shares. Whenever an adjustment is made as provided in Section 11, 13 or 23(c)
hereof, the Company shall (a) promptly prepare a certificate  setting forth such
adjustment,  and a brief statement of the facts giving rise to such  adjustment,
(b)  promptly  file with the Rights Agent and with each  transfer  agent for the
Preferred Stock a copy of such certificate, and (c) mail a brief summary thereof
to each holder of a Right  Certificate  in  accordance  with  Section 25 hereof.
Notwithstanding the foregoing sentence,  the failure of the Company to make such
certification  or give such notice shall not affect the validity of or the force
or effect of the  requirement  for such  adjustment.  Any  adjustment to be made
pursuant to Section 11, 13 or 23(c) of this Rights  Agreement shall be effective
as of the date of the event  giving rise to such  adjustment.  The Rights  Agent
shall  be  fully  protected  in  relying  on  any  such  certificate  and on any
adjustment  therein  contained and shall not be deemed to have  knowledge of any
adjustment unless and until it shall have received such certificate.



                                       17
<PAGE>


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

                  (a)  Except  for any  transaction  approved  by the  Board  of
Directors prior to such time as any Person becomes an Acquiring  Person,  in the
event  that,  at any time on or after the  Distribution  Date,  (x) the  Company
shall,  directly or  indirectly,  consolidate  with, or merge with and into, any
other Person or Persons  (other than an Exempt Person) and the Company shall not
be the surviving or continuing  corporation of such  consolidation  or merger or
the Company shall divide into two or more corporations and the Company shall not
survive the division, or (y) any Person or Persons (other than an Exempt Person)
shall,  directly or  indirectly,  consolidate  with, or merge with and into, the
Company,  and the Company shall be the  continuing or surviving  corporation  of
such  consolidation  or merger and, in  connection  with such  consolidation  or
merger,  all or part of the outstanding  shares of Common Stock shall be changed
into or exchanged for stock or other  securities of any other Person (other than
an Exempt  Person) or of the Company or cash or any other  property,  or (z) the
Company or one or more of its Subsidiaries shall,  directly or indirectly,  sell
or otherwise  transfer to any other Person or any Affiliate or Associate of such
Person,  in one or  more  transactions,  or the  Company  or one or  more of its
Subsidiaries  shall sell or otherwise transfer to any Persons in one or a series
of related  transactions,  assets or earning power  aggregating more than 50% of
the assets or earning  power of the  Company  and its  Subsidiaries  (taken as a
whole),  then, on the first occurrence of any such event, proper provision shall
be made so that (i) each  holder  of record of a Right,  except as  provided  in
Section  7(e)  hereof,  shall  thereafter  have the right to  receive,  upon the
exercise  thereof and payment of the Exercise Price in accordance with the terms
of this Rights Agreement,  such number of shares of validly issued,  fully paid,
non-assessable  and freely  tradable  Common  Stock of the  Principal  Party (as
defined herein), not subject to any liens, encumbrances, rights of first refusal
or other adverse claims, as shall,  based on the Fair Market Value of the Common
Stock  of  the  Principal  Party  on  the  date  of  the  Consummation  of  such
consolidation,  merger,  sale or transfer,  equal twice the Exercise Price; (ii)
such Principal Party shall thereafter be liable for, and shall assume, by virtue
of such consolidation,  merger, sale or transfer, all the obligations and duties
of the Company pursuant to this Rights  Agreement;  (iii) the term "Company" for
all purposes of this Rights  Agreement  shall  thereafter  be deemed to refer to
such  Principal  Party;   (iv)  such  Principal  Party  shall  take  such  steps
(including, but not limited to, the reservation of a sufficient number of shares
of its  Common  Stock in  accordance  with the  provisions  of  Section 9 hereof
applicable  to the  reservation  of  Preferred  Stock) in  connection  with such
consummation  as may be  necessary  to assure that the  provisions  hereof shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to its
shares of Common Stock  thereafter  deliverable upon the exercise of the Rights;
provided,   however,  that,  upon  the  subsequent  occurrence  of  any  merger,
consolidation, sale of all or substantially all of the assets, recapitalization,
reclassification of shares, reorganization or other extraordinary transaction in
respect of such  Principal  Party,  each  holder of a Right shall  thereupon  be
entitled to receive, upon exercise of a Right and payment of the Exercise Price,
such cash, shares,  rights,  warrants and other property which such holder would
have been entitled to receive had it, at the time of such transaction, owned the
shares of Common Stock of the Principal Party purchasable upon the exercise of a
Right,  and such  Principal  Party  shall  take such steps  (including,  but not
limited to,  



                                       18
<PAGE>

reservation  of shares of stock) as may be  necessary  to permit the  subsequent
exercise  of the  Rights in  accordance  with the terms  hereof  for such  cash,
shares,  rights,  warrants and other property, and (v) the provisions of Section
11(a)(ii)  hereof shall be of no effect  following  the  occurrence of any event
described in clause (x), (y) or (z) above of this Section 13(a).

                  (b)    "Principal Party" shall mean

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

                         (ii) in the case of any transaction described in clause
(z) of the  first  sentence  in  Section  13(a),  the  Person  that is the party
receiving  the  greatest  portion  of the assets or  earning  power  transferred
pursuant to such transaction or transactions, or, if each Person that is a party
to such  transaction or transactions  receives the same portion of the assets or
earning power so transferred or if the Person  receiving the greatest portion of
the assets or earning power cannot be  determined,  whichever of such Persons as
is the  issuer  of Common  Stock  having  the  greatest  market  value of shares
outstanding;  provided,  however,  that in any such case, if the Common Stock of
such Person is not at such time and has not been continuously over the preceding
12-month period registered under Section 12 of the Exchange Act, and such Person
is a direct or indirect  Subsidiary of another  Person the Common Stock of which
is and has been so registered,  the term  "Principal  Party" shall refer to such
other Person, or if such Person is a Subsidiary, directly or indirectly, of more
than  one  Person,  the  Common  Stocks  of all of which  are and  have  been so
registered,  the term "Principal Party" shall refer to whichever of such Persons
is the issuer of the Common  Stock  having the  greatest  market value of shares
outstanding.

                  (c)  The  Company  shall  not  consummate  any  consolidation,
merger,  other fundamental  transaction or sale or transfer of assets or earning
power  referred  to in Section  13(a)  unless the  Principal  Party shall have a
sufficient  number of  authorized  shares of its Common Stock that have not been
issued or  reserved  for  issuance  to permit  exercise in full of all Rights in
accordance  with this  Section 13 and unless  prior  thereto the Company and the
Principal Party involved therein shall have executed and delivered to the Rights
Agent an agreement  confirming that the Principal Party shall, upon consummation
of such consolidation, merger, other fundamental transaction or sale or transfer
of assets or earning  power,  assume this Rights  Agreement in  accordance  with
Section 13(a) hereof and that all rights of first  refusal or 



                                       19
<PAGE>

preemptive  rights in respect of the  issuance of shares of Common  Stock of the
Principal  Party upon exercise of  outstanding  Rights have been waived and that
such transaction shall not result in a default by the Principal Party under this
Rights  Agreement,  and further providing that, as soon as practicable after the
date of any  consolidation,  merger,  other  fundamental  transaction or sale or
transfer of assets or earning power  referred to in Section  13(a)  hereof,  the
Principal Party will:

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

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

                         (iii)  deliver  to  holders  of the  Rights  historical
                  financial  statements for the Principal  Party which comply in
                  all respects with the requirements for registration on Form 10
                  (or any successor form) under the Exchange Act.

                  In the event that any of the transactions described in Section
13(a)  hereof  shall  occur at any time after the  occurrence  of a  transaction
described in Section  11(a)(ii)  hereof,  the Rights which have not  theretofore
been  exercised  shall,  subject  to the  provisions  of  Section  7(e)  hereof,
thereafter be exercisable in the manner described in Section 13(a) hereof.

                  (d) In case the  Principal  Party  which is to be a party to a
transaction  referred  to in  this  Section  13  has a  provision  in any of its
authorized securities or in its Certificate of Incorporation or By-laws or other
instrument  governing  its corporate  affairs,  which  provision  would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the  consummation  of a transaction  referred to in this Section
13,  shares of Common Stock of such  Principal  Party at less than the then Fair
Market  Value per  share  (determined  pursuant  to  Section  11(b)  hereof)  or
securities  exercisable for, or convertible into, Common Stock of such Principal
Party at less than such then Fair Market  Value (other than to holders of Rights
pursuant to this  Section 13) or (ii)  providing  for any special tax or similar
payment in connection with the issuance to any holder of a Right of Common Stock
of such Principal  Party pursuant to the provisions of this Section 13, then, in
such event, the Company shall not consummate any such  transaction  unless prior
thereto the Company and such  Principal  Party shall have executed and delivered
to the Rights Agent a  supplemental  agreement  providing  that the provision in
question of such Principal Party shall have been canceled, waived or amended, or
that the  authorized  securities  shall  be  redeemed,  so that  the  applicable
provision  will 



                                       20
<PAGE>

have no effect in connection  with, or as a consequence  of, the
consummation of the proposed transaction

                  Section 14. Fractional Rights and Fractional Shares.

                  (a) The Company  shall not be required to issue  fractions  of
Rights or to distribute  Right  Certificates  which evidence  fractional  Rights
(i.e.,  Rights to acquire  less than one  one-hundredth  of a share of Preferred
Stock),  unless such fractional Rights result from a transaction  referred to in
Section  11(a)(i)  hereof.  If the  Company  shall  determine  not to issue such
fractional Rights,  then, in lieu of such fractional Rights, there shall be paid
to the  holders of record of the Right  Certificates  with  regard to which such
fractional  Rights would  otherwise be issuable,  an amount in cash equal to the
same fraction of the Fair Market Value of a whole Right.

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

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

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

                                       21
<PAGE>

of any Person subject to this Rights Agreement.

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

                         (a) prior to the Distribution Date, the Rights shall be
                  evidenced by the  certificates  for Common Stock registered in
                  the  name  of  the  holders  of  Common  Stock  (together,  as
                  applicable,  with the Summary of Rights),  which  certificates
                  for  Common  Stock  shall  also  constitute  certificates  for
                  Rights, and not by separate Right Certificates, and each Right
                  shall be transferable  only  simultaneously  and together with
                  the transfer of shares of Common Stock;

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

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

                  Section 17. Right Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Right Certificate shall be entitled to vote,  receive
dividends  or be deemed for any  purpose  the holder of  Preferred  Stock or any
other securities which may at any time be issuable on the exercise of the Rights
represented  thereby,  nor  shall  anything  contained  herein  or in any  Right
Certificate be construed to confer upon the holder of any Right Certificate,  as
such, any of the rights of a stockholder 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 24 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 Rights
Agreement and the exercise and performance of its duties here-under. The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless  

                                       22
<PAGE>

against, any loss, liability, or expense, incurred without negligence, bad faith
or willful  mis-conduct  on the part of the Rights  Agent,  for anything done or
omitted to be done by the Rights Agent in  connection  with the  acceptance  and
administration  of this Rights  Agreement,  including  the cost and  expenses of
defending  against any claim of liability  relating to the Rights or this Rights
Agreement.

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

                 (c) Anything in this Agreement to the contrary notwithstanding,
in no  event  shall  the  Rights  Agent  be  liable  for  special,  indirect  or
consequential  loss or damage of any kind whatsoever  (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage and regardless of the form of the action.

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

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

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




                                       23
<PAGE>

in the Right Certificates and in this Rights Agreement.

                  Section  20.  Duties  of  Rights   Agent.   The  Rights  Agent
undertakes the duties and obligations  imposed by this Rights Agreement upon the
following terms and  conditions,  by all of which the Company and the holders of
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
Rights  Agreement the Rights Agent shall deem it necessary or desirable that any
fact or  matter  be  proved or  established  by the  Company  prior to taking or
suffering any action  hereunder,  such fact or matter  (unless other evidence in
respect  thereof  be  herein  specifically  prescribed)  may  be  deemed  to  be
conclusively  proved and established by a certificate  signed by the Chairman of
the  Board,  the  President  or any Vice  President  and by the  Treasurer,  the
Secretary or any Assistant  Secretary of the Company and delivered to the Rights
Agent. Any such certificate shall be full  authorization to the Rights Agent for
any action  taken or suffered in good faith by it under the  provisions  of this
Rights Agreement in reliance upon such certificate.

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

                  (d) The Rights  Agent  shall not be liable for or by reason of
any of the statements of fact or recitals  contained in this Rights 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 Rights  Agreement or the  execution and delivery
hereof  (except the due  execution  hereof by the Rights Agent) or in respect of
the validity or execution of any 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  Rights  Agreement  or in any  Right
Certificate;  nor shall it be responsible for any adjustment  required under the
provisions of Section 11 or 13 hereof or responsible  for the manner,  method or
amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment (except with respect to the exercise of Rights
evidenced by Right  Certificates  after receipt of a certificate  describing any
such  adjustment);  nor  shall it by any act  hereunder  be  deemed  to make any
representation  or warranty as to the authorization or reservation of any shares
of Preferred Stock to be issued  pursuant to this Rights  Agreement or any Right
Certificate or as to whether any shares of Preferred Stock will, when issued, be
validly authorized and issued, fully paid and non-assessable.



                                       24
<PAGE>

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

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

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

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

                  Section 21.  Change of Rights  Agent.  The Rights Agent or any
successor  Rights Agent may resign and be discharged  from its duties under this
Rights  Agreement  upon 30 days' notice in writing  mailed to the Company and to
each transfer agent of the Common Stock and the Preferred Stock by registered or
certified mail. The Company may remove the Rights Agent or any successor  Rights
Agent  (with or without  cause) upon 30 days'  notice in writing,  mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Stock and the  Preferred  Stock by  registered  or certified
mail. If the Rights Agent shall resign or be removed or shall  otherwise  become
incapable of acting,  the Company shall appoint a successor to the Rights Agent.
Notwithstanding  the foregoing  provisions of this Section 21, in no event shall
the  resignation  or removal of a Rights  Agent be  effective  until a successor
Rights Agent shall have been  appointed and have accepted such  appointment.  If
the Company shall fail to make such appointment within a period of 30 days after
such  removal or after it has been  notified in writing of such  resignation  or
incapacity by the resigning or incapacitated  Rights Agent or by the holder of a
Right  Certificate  (who  shall,  with  such  notice,  submit  his or her  Right
Certificate for inspection by the Company),  then the incumbent  Rights Agent or
the  holder  of  record  of any  Right  Certificate  may  apply to any  court of
competent  jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent,  whether appointed by the Company or by such a court, shall be (a)
a corporation  organized and doing  business under the laws of the United States
or of any state thereof,  in good standing,  which is 



                                       25
<PAGE>

authorized under such laws to exercise  corporate trust or stock transfer powers
and is subject to  supervision  or  examination  in the conduct of its corporate
trust or stock transfer  business by federal or state  authorities and which has
at the time of its appointment as Rights Agent a combined capital and surplus of
at least $5,000,000,  or (b) an Affiliate controlled by 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 Stock and Preferred  Stock,  and mail a notice  thereof in writing to
the  registered  holders of the Right  Certificates.  Failure to give any notice
provided  for in this  Section 21,  however,  or any defect  therein,  shall not
affect the  legality  or validity  of the  resignation  or removal of the Rights
Agent or the  appointment  of the successor  Rights  Agent,  as the case may be.
Notwithstanding the foregoing provisions,  in the event of resignation,  removal
or incapacity  of the Rights Agent,  the Company shall have the authority to act
as the Rights Agent until a successor Rights Agent shall have assumed the duties
of the Rights Agent hereunder.

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

                  Section 23. Redemption.

                  (a) The Company may, at its option,  but only by the vote of a
majority of the Board of Directors then in office,  redeem all but not less than
all of the then outstanding Rights, at any time prior to the earlier of: (i) the
date on which  any  Person  becomes  an  Acquiring  Person,  and (ii) the  Final
Expiration  Date,  at  a  redemption  price  of  $0.01  per  Right,  subject  to
adjustments  as  provided  in  subsection  (c) below (the  "Redemption  Price").
Notwithstanding anything contained in this Rights Agreement to the contrary, the
Rights shall not be exercisable  pursuant to Section  11(a)(ii)  hereof prior to
the expiration of the Company's right of redemption hereunder.

                  (b)  Without any  further  action and without any notice,  the
right to exercise the Rights will  terminate  effective at the effective time of
the action of the Board of Directors  ordering the  redemption of the Rights and
the only  right  thereafter  of the  holders of Rights  shall be to receive  the
Redemption  Price.  Within 10 days after the effective time of the action of the
Board of Directors ordering the redemption of the Rights, the Company shall give
notice of such  redemption  to the  holders  of the then  outstanding  Rights by
mailing such notice to all such  holders at their last  addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution  Date,
on the registry  books of the transfer  agent for the Common  Stock.  Any 



                                       26
<PAGE>

notice  which is mailed in the manner  herein  provided  shall be deemed  given,
whether or not the holder  receives the notice.  Each notice of redemption  will
state the method by which the payment of the  Redemption  Price will be made. At
the option of the Board of Directors,  the Redemption  Price may be paid in cash
to each  Rights  holder or by the  issuance  of shares  (and,  at the  Company's
election,  cash or depositary receipts in lieu of fractions of shares other than
fractions which are integral  multiples of one one-hundredth  (1/100) of a share
of Preferred  Stock) of Preferred  Stock or Common Stock,  in each case having a
Fair Market Value equal to such cash payment.

                  (c) In the event the Company  shall at any time after the date
of this Rights  Agreement  (A) pay any dividend on the Common Stock in shares of
Common Stock, (B) subdivide or split the outstanding shares of Common Stock into
a greater number of shares, or (C) combine or consolidate the outstanding shares
of Common Stock into a smaller number of shares or effect a reverse split of the
outstanding shares of Common Stock, then, and in each such event, the Redemption
Price  shall be  adjusted  so that the  Redemption  Price after such event shall
equal the  Redemption  Price  immediately  prior to such event  multiplied  by a
fraction  the  numerator  of which is the  number  of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock  outstanding  immediately  prior to such event;
provided,  however,  that in each case such  adjustment to the Redemption  Price
shall be made only if the  amount of the  Redemption  Price  shall be reduced or
increased by at least $0.01 per Right.

                  Section 24. Notice of Proposed Actions.

                  (a) In case the Company,  after the  Distribution  Date, shall
propose (i) to effect any of the transactions referred to in Section 11(a)(i) or
11(g) hereof,  (ii) to offer to the holders of record of any class of its Common
Stock options,  warrants, or other rights to subscribe for or to purchase shares
of its Common Stock (including any security convertible into or exchangeable for
Common Stock) or shares of stock of any class or any other securities,  options,
warrants,  convertible  or  exchangeable  securities or other  rights,  (iii) to
effect  any  reclassification  of its  Preferred  Stock or  Common  Stock or any
recapitalization   or  reorganization  of  the  Company,   (iv)  to  effect  any
consolidation  or merger with or into,  or to effect any sale or other  transfer
(or to  permit  one or more of its  Subsidiaries  to  effect  any  sale or other
transfer),  in one or more  transactions,  of more  than  50% of the  assets  or
earning  power of the  Company and its  Subsidiaries  (taken as a whole) to, any
other  Person or  Persons,  or (v) to effect  the  liquidation,  dissolution  or
winding up of the Company,  then,  in each such case,  the Company shall give to
each holder of record of a Right  Certificate,  in  accordance  with  Section 25
hereof,  notice of such proposed action, which shall specify the record date for
the purposes of such transaction  referred to in Section 11(a)(i) hereof or such
dividend  or  distribution,   or  the  date  on  which  such   reclassification,
recapitalization,  reorganization,  consolidation,  merger,  sale or transfer of
assets, liquidation,  dissolution, or winding up is to take place and the record
date for  determining  participation  therein by the holders of record of Common
Stock or Preferred Stock, if any such date is to be fixed, and such notice shall
be so given in the case of any  action  covered  by clause  (i) or (ii) above at
least 10 days prior to the record date for determining  holders of record of the
Preferred  Stock for purposes of such action,  and in the case of any such other
action, at least 10 


                                       27
<PAGE>

days  prior to the date of the  taking  of such  proposed  action or the date of
participation  therein  by the  holders of record of Common  Stock or  Preferred
Stock,  whichever  shall be the earlier.  The failure to give notice required by
this Section 24 or any defect  therein shall not affect the legality or validity
of the action taken by the Company or the vote upon any such action.

                  (b) In case any of the  transactions  referred  to in  Section
11(a)(i),  11(g) or 13 of this Rights Agreement are proposed,  then, in any such
case,  the  Company  shall give to each  holder of Rights,  in  accordance  with
Section 25 hereof,  notice of the proposal of such  transaction at least 10 days
prior to consummating such transaction,  which notice shall specify the proposed
event and the  consequences  of the event to  holders  of Rights  under  Section
11(a)(i),  11(g) or 13 hereof,  as the case may be, and, upon  consummating such
transaction, shall similarly give notice thereof to each holder of Rights.

                  Section 25.  Notices.  Notices or demands  authorized  by this
Rights  Agreement  to be given or made by the  Rights  Agent or by the holder of
record  of any  Right  Certificate  or  Right  to or on  the  Company  shall  be
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:


                           ResortQuest International, Inc.
                           530 Oak Court Drive
                           Suite 360
                           Memphis, Tennessee 38117
                           Attention:  General Counsel

                           With a copy to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           1333 New Hampshire Avenue, N.W.
                           Suite 400
                           Washington, D.C.  20036
                           Attention:  Bruce S. Mendelsohn

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

                           American Stock Transfer & Trust Company
                           40 Wall Street
                           46th Floor
                           New York, New York 10005
                           Attention: Corporate Trust Department

Notices or demands  authorized  by this Rights  Agreement to be given or made by
the Company 



                                       28
<PAGE>

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

                  Section 26.  Supplements  and  Amendments.  For as long as the
Rights are then  redeemable  and except as provided in the last sentence of this
Section 26, the Company may in its sole and absolute discretion,  and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Agreement  without the  approval of any holders of the Rights.  At any time when
the Rights are not then  redeemable  and except as provided in the last sentence
of this  Section 26, the Company  may, and the Rights Agent shall if the Company
so directs,  supplement or amend this Rights  Agreement  without the approval of
any holders of Right Certificates (i) to cure any ambiguity,  (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any  other  provisions  herein,  or  (iii)  to  change  or  supplement  the
provisions  hereunder  in any manner  which the  Company may deem  necessary  or
desirable, provided that no such supplement or amendment pursuant to this clause
(iii) shall  materially  adversely  affect the  interest of the holders of Right
Certificates.  Upon the delivery of a certificate from an appropriate officer of
the Company  which  states  that the  proposed  supplement  or  amendment  is in
compliance  with the terms of this  Section 26, the Rights  Agent shall  execute
such  supplement or amendment.  This Agreement may be amended or supplemented at
any time with the approval of a majority of the registered  holders of the Right
Certificates   (and,  prior  to  the  Distribution   Date,  the  Common  Stock).
Notwithstanding  anything contained in this Rights Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption  Price or the
Final Expiration Date.

                  Section 27. Successors. All of the covenants and provisions of
this Rights  Agreement  by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their  respective  successors and assigns
hereunder.

                  Section 28. Benefits of this Rights Agreement. Nothing in this
Rights  Agreement shall be construed to give to any person or corporation  other
than the  Company,  the  Rights  Agent and the  registered  holders of the Right
Certificates  (and, prior to the Distribution  Date, the holders of Common Stock
in their capacity as holders of the Rights) any legal or equitable right, remedy
or claim under this Rights Agreement; but this Rights Agreement shall be for the
sole and exclusive  benefit of the Company,  the Rights Agent and the holders of
record of the Right  Certificates  (and,  prior to the  Distribution  Date,  the
holders of Common Stock in their capacity as holders of the Rights).

                  Section 29. Delaware Contract.  This Rights Agreement and each
Right  Certificate  issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes  shall be governed by and
construed and enforced in accordance  with the laws of such state  applicable to
contracts to be made and performed entirely within such state.

                  Section  30.  Counterparts.   This  Rights  Agreement  may  be
executed in any number of counterparts and each of such  counterparts  shall for
all  purposes  be  deemed to be an  



                                       29
<PAGE>

original,  and all such counterparts  shall together  constitute but one and the
same instrument.

                  Section 31. Descriptive Headings.  Descriptive headings of the
several  Sections of this Rights Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

                  Section 32. Severability.  If any term, provision, covenant or
restriction  of  this  Rights   Agreement  is  held  by  a  court  of  competent
jurisdiction  or other  authority  to be  invalid,  void or  unenforceable,  the
remainder of the terms,  provisions,  covenants and  restrictions of this Rights
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.


                                       30
<PAGE>


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


                                        RESORTQUEST INTERNATIONAL, INC.

Attest: /s/ KELLEY M. BUECHLER          By:  /s/ JOHN K. LINES         
        ------------------------------      ------------------------------------
                (SEAL)                     Name:  John K. Lines
            Asst. Secretary                Title: Sr. VP, General Counsel


                                        AMERICAN STOCK TRANSFER & TRUST COMPANY

Attest:                                 By: /s/ HERBERT J. LEMMER  
       ------------------------------      -------------------------------------
                (SEAL)                     Name:  Herbert J. Lemmer
                                           Title: Vice President
 

                                       31
<PAGE>
                                                          
                                                             EXHIBIT A
                                                             TO RIGHTS AGREEMENT


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

                         RESORTQUEST INTERNATIONAL, INC.

                          SUMMARY OF RIGHTS TO PURCHASE
                         CLASS A JUNIOR PREFERRED STOCK

                  On February  25, 1999,  the Board of Directors of  ResortQuest
International,  Inc. (the  "Company"),  declared a dividend  distribution of one
Preferred Stock Purchase Right (individually,  a "Right" and, collectively,  the
"Rights"),  for each outstanding  share of the Company's Common Stock, par value
$0.01 per share (the "Common  Stock").  The  distribution is payable as of March
15,  1999 to  shareholders  of record on that  date.  Each  Right  entitles  the
registered  holder to purchase from the Company one  one-hundredth  (1/100) of a
share of preferred stock of the Company,  designated as Class A Junior Preferred
Stock (the "Class A Preferred Stock"), in each case at a price of $87.00 per one
one-hundredth  (1/100) of a share (the "Exercise  Price").  The  description and
terms  of  the  Rights  are  set  forth  in  a  Rights  Agreement  (the  "Rights
Agreement"), between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the "Rights Agent").

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

                  The Rights, unless earlier redeemed by the Board of Directors,
become  exercisable  upon the close of  business  on the day (the  "Distribution
Date"),  which  is  the  earlier  of  (i)  the  tenth  day  following  a  public
announcement  that a person or group of affiliated or associated  persons,  with
certain exceptions set forth below, has acquired beneficial  ownership of 15% or
more of the outstanding voting stock of the Company (an "Acquiring Person"), and
(ii) the tenth  business  day (or such  later date as may be  determined  by the
Board of Directors  prior to such time as any person or group of  affiliated  or
associated   persons  becomes  an  Acquiring  Person)  after  the  date  of  the
commencement or  announcement  of a person's or group's  intention to commence a
tender or exchange offer the consummation of which would result in the ownership
of 15% or more of the Company's  outstanding voting stock (even if no shares are
actually purchased pursuant to such offer);  prior thereto, the Rights would not
be exercisable,  would not be represented by a separate  certificate,  and would
not be transferable  apart from the Company's  Common Stock, but will instead be
evidenced,  with respect to any of the Common Stock certificates  outstanding as
of March 15, 1999, by such Common Stock  certificate.  An Acquiring  Person does
not include (A) the


<PAGE>

Company,  (B) any  subsidiary of the Company,  (C) any employee  benefit plan or
employee stock plan of the Company or of any  subsidiary of the Company,  or any
trust or other entity organized, appointed,  established or holding Common Stock
for or pursuant to the terms of any such plan,  or (D) any person or group whose
ownership  of 15% or more of the  shares of  voting  stock of the  Company  then
outstanding  results solely from (i) any action or  transaction or  transactions
approved  by the  Board of  Directors  before  such  person  or group  became an
Acquiring  Person,  or (ii) a reduction in the number of issued and  outstanding
shares of voting stock of the Company  pursuant to a transaction or transactions
approved by the Board of Directors  (provided that any person or group that does
not  become an  Acquiring  Person by reason of clause  (i) or (ii)  above  shall
become an Acquiring  Person upon  acquisition of an additional 1% or more of the
Company's voting stock unless such  acquisition of additional  voting stock will
not result in such  person or group  becoming an  Acquiring  Person by reason of
such clause (i) or (ii)).

                  Until  the  Distribution   Date  (or  earlier   redemption  or
expiration of the Rights),  new Common Stock certificates issued after March 15,
1999 will contain a legend  incorporating  the Rights  Agreement  by  reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any of the Common Stock  certificates  outstanding
as of March 15, 1999,  with or without a copy of this Summary of Rights attached
thereto,  will also  constitute the transfer of the Rights  associated  with the
Common Stock represented by such certificate.  As soon as practicable  following
the  Distribution  Date,  separate  certificates  evidencing  the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate  certificates alone
will evidence the Rights from and after the Distribution Date.

                  The Rights are not exercisable  until the  Distribution  Date.
The  Rights  will  expire at the close of  business  on March 15,  2009,  unless
earlier redeemed by the Company as described below.

                  The  Class A  Preferred  Stock is  nonredeemable  and,  unless
otherwise  provided in  connection  with the creation of a subsequent  series of
preferred  stock,  subordinate  to any other series of the  Company's  preferred
stock.  The Class A Preferred  Stock may not be issued  except upon  exercise of
Rights.  Each share of Class A Preferred Stock will be entitled to receive when,
as and if  declared,  a quarterly  dividend in an amount equal to the greater of
$1.00 per share or 100 times the cash dividends declared on the Company's Common
Stock.  In  addition,  the Class A Preferred  Stock is entitled to 100 times any
non-cash dividends (other than dividends payable in equity securities or certain
rights or warrants)  declared on the Common Stock, in like kind. In the event of
the  liquidation of the Company,  the holders of Class A Preferred Stock will be
entitled to receive,  for each share of Class A Preferred Stock, a payment in an
amount  equal to the  greater of $87.00 per one  one-hundredth  share of Class A
Preferred  Stock or 100 times the payment made per share of Common  Stock.  Each
share of Class A Preferred  Stock will have 100 votes,  voting together with the
Common Stock. In the event of any merger,  consolidation or other transaction in
which Common Stock is exchanged,  each share of Class A Preferred  Stock will be
entitled to receive 100 times the amount received per share of Common Stock. The
rights of Class A Preferred  Stock as to dividends,  liquidation  and voting are
protected by anti-dilution provisions.


                                       2
<PAGE>


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

                  Unless the Rights are earlier  redeemed or the  transaction is
approved  by the  Board of  Directors,  if the  Company  at any time  after  the
Distribution Date were to be acquired in a merger or other business  combination
(in which any shares of Common  Stock are changed  into or  exchanged  for other
securities  or assets)  or more than 50% of the  assets or earning  power of the
Company and its  subsidiaries  (taken as a whole) were to be sold or transferred
in one or a series of related  transactions,  the Rights Agreement provides that
proper provision will be made so that each holder of record of a Right will from
and after such date have the right to  receive,  upon  payment  of the  Exercise
Price,  that number of shares of common stock of the acquiring  company having a
market  value at the time of such  transaction  equal to two times the  Exercise
Price. In addition,  unless the Rights are earlier redeemed, in the event that a
person or group  becomes the  beneficial  owner of 15% or more of the  Company's
voting stock (other than pursuant to a tender or exchange  offer (a  "Qualifying
Tender  Offer") for all  outstanding  shares of Common Stock that is approved by
the Board of  Directors,  after taking into account the  long-term  value of the
Company and all other factors they consider relevant in the circumstances),  the
Rights  Agreement  provides  that  proper  provisions  will be made so that each
holder of record of a Right,  other than the Acquiring Person (whose Rights will
thereupon become null and void), will thereafter have the right to receive, upon
payment of the  Exercise  Price,  that number of shares of the Class A Preferred
Stock  having a market value at the time of the  transaction  equal to two times
the Exercise  Price (such market value to be  determined  with  reference to the
market value of the Company's Common Stock as provided in the Rights Agreement).

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

                  At any  time on or  prior  to the  earlier  of (i) the date on
which any person  becomes an Acquiring  Person and (ii) the close of business on
March 15, 2009, the Company may redeem the Rights in whole,  but not in part, at
a price of $0.01 per Right,  subject to  adjustment  (the  "Redemption  Price").
Immediately  upon the effective  time of the action of the Board of Directors of
the Company  authorizing  redemption  of the Rights,  the right to exercise  the
Rights  will  terminate  and the only right of the  holders of Rights will be to
receive the Redemption Price.

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

                                       3
<PAGE>

                  Until a Right is exercised,  the holder, 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 dated  February 25,  1999. A copy of the Rights  Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete  and is  qualified  in its  entirety by  reference to the
Rights  Agreement which is incorporated  in this summary  description  herein by
reference.




                                       4
<PAGE>


                                                             EXHIBIT B
                                                             TO RIGHTS AGREEMENT

                           [Form of Right Certificate]

Certificate No. R-_________ Rights

          NOT  EXERCISABLE  AFTER  MARCH 15,  2009 OR EARLIER IF  REDEEMED.  THE
          RIGHTS ARE  SUBJECT TO  REDEMPTION,  AT THE OPTION OF THE  COMPANY AND
          UNDER  CERTAIN  OTHER  CIRCUMSTANCES,  AT $0.01 PER RIGHT  (SUBJECT TO
          ADJUSTMENT),  ON THE  TERMS  SET FORTH OR  REFERRED  TO IN THE  RIGHTS
          AGREEMENT.  UNDER  CERTAIN  CIRCUMSTANCES  AS  PROVIDED  IN THE RIGHTS
          AGREEMENT  (AS REFERRED TO BELOW),  RIGHTS  ISSUED TO OR  BENEFICIALLY
          OWNED BY ACQUIRING  PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH
          TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF
          SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE  TRANSFERRED  TO ANY
          PERSON.



                               RIGHT CERTIFICATE

                        RESORTQUEST INTERNATIONAL, 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  25,  1999  (the  "Rights  Agreement")  between
ResortQuest  International,  Inc., a Delaware  corporation (the "Company"),  and
American  Stock Transfer & Trust Company,  a New York  corporation  (the "Rights
Agent"),  to purchase from the Company at any time after the  Distribution  Date
(as such term is defined in the Rights  Agreement)  and prior to 5:00 P.M.  (New
York time) on March 15, 2009 at the office of the Rights Agent designated in the
Rights  Agreement  for such purpose,  or its  successor as Rights Agent,  in New
York, New York, one one-hundredth (1/100) of a fully paid nonassessable share of
Class A Junior Preferred Stock (the "Class A Preferred Stock") of the Company at
a purchase  price of $87.00,  as  the same may from time to time be  adjusted in
accordance with the Rights Agreement (the "Exercise  Price"),  upon presentation
and  surrender of this Right  Certificate  with the Form of Election to Purchase
attached hereto duly executed.

         As provided in the Rights Agreement,  the Exercise Price and the number
of shares of Class A Preferred Stock which may be purchased upon the exercise of
the Rights  evidenced by this Right


<PAGE>
Certificate  are subject to  modification  and adjustment  upon the happening of
certain events and, upon the happening of certain events,  securities other than
shares of Class A Preferred  Stock,  or other  property,  may be  acquired  upon
exercise of the Rights evidenced by this Right  Certificate,  as provided in the
Rights Agreement.

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

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

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this  Certificate  may be  redeemed  by the  Company  at its  option or under
certain other circumstances at a redemption price of $0.01 per Right.

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

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

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


                                       2
<PAGE>

         WITNESS the facsimile  signature of the proper  officers of the Company
and its corporate seal. Dated as of _____________, 1999.

ATTEST:                                          RESORTQUEST INTERNATIONAL, INC.

                                      
_______________________________________          By:____________________________
[Secretary or Assistant                              Name:
 Secretary]                                          Title:

Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY

By:____________________________________
     Name:
     Title:


                                       3
<PAGE>




                  [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 Certificates.)

                  FOR VALUE RECEIVED____________________________________________

hereby sells, assigns and transfers unto________________________________________

                         
________________________________________________________________________________
                 (Please print name and address of transferee)
________________________________________________________________________________
Rights evidenced by this Right  Certificate,  together with all right, title and
interest   therein,   and  does  hereby   irrevocably   constitute  and  appoint
___________Attorney to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

Dated: ________________.
                                           _____________________________________
                                           Signature

Signature Guaranteed:



<PAGE>



                                   Certificate

    The undersigned  hereby  certifies by checking the  appropriate  boxes that:

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

          (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Right  Certificate from
any  Person  who is,  was or  subsequently  became  an  Acquiring  Person  or an
Affiliate  or  Associate  thereof  (as such  terms  are  defined  in the  Rights
Agreement).


Dated: ____________                                 ____________________________
                                                    Signature

                                     NOTICE

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



<PAGE>


                          FORM OF ELECTION TO PURCHASE

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

TO RESORTQUEST INTERNATIONAL, INC.:

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

Please insert social security
or other identifying number:____________________________________________________

________________________________________________________________________________
                        (Please print name and address)

________________________________________________________________________________

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

Please insert social security
or other identifying number:____________________________________________________

________________________________________________________________________________
                        (Please print name and address)
________________________________________________________________________________

Dated: _____________.
                                                  ______________________________
                                                  Signature
                                                  (Signature must conform in all
                                                  respects to name of holder as
                                                  specified on the fact of this
                                                  Right Certificate)

Signature Guaranteed:


<PAGE>


                                                             EXHIBIT C
                                                             TO RIGHTS AGREEMENT

                                     FORM OF
                          CERTIFICATE OF DESIGNATIONS

                                       OF

                         CLASS A JUNIOR PREFERRED STOCK
                        RESORTQUEST INTERNATIONAL, INC.

                    PURSUANT TO SECTION 151 OF THE DELAWARE
                            GENERAL CORPORATION LAW

                  I, David L. Levine,  President of  ResortQuest  International,
Inc.,  a  corporation   organized  and  existing  under  the  Delaware   General
Corporation  Law (the  "Company"),  in accordance with the provisions of Section
151 of such law, DO HEREBY  CERTIFY  that at a meeting of the Board of Directors
on February 25, 1999, at which meeting a quorum was present,  that the following
resolutions were adopted:

                  RESOLVED,  that pursuant to the authority  vested in the Board
of Directors of the Company in accordance  with the provisions of Article FOURTH
of the Company's Amended and Restated Certificate of Incorporation,  as amended,
a series of Preferred Stock of the Company be, and hereby is,  created,  and the
powers, designations, preferences and relative, participating, optional or other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof, be, and hereby are, as follows:

                  Section 1.  Designation and Amount.  The shares of such series
shall be designated as "Class A Junior  Preferred Stock" (the "Class A Preferred
Stock") and the number of shares  constituting  such series  initially  shall be
750,000. Notwithstanding the foregoing, however, if more than a total of 750,000
shares of Class A Preferred Stock shall be issuable upon the exercise of Class A
Rights (the "Class A Rights") issued pursuant to the Rights Agreement,  dated as
of February 25, 1999,  between the Company and American  Stock  Transfer & Trust
Company,  as Rights Agent (as such  agreement  may be amended from time to time,
the "Rights  Agreement"),  the Board of Directors of the Company shall direct by
resolution or  resolutions  that the total number of shares of Class A Preferred
Stock  authorized  to be issued be increased (to the extent that the Articles of
Incorporation,  as amended,  then permits) to the largest number of whole shares
(rounded up to the nearest whole number)  issuable upon exercise of such Class A
Rights.

                  Section 2.  Dividends and Distributions.

                  (A) Subject to the provisions for adjustment  hereinafter  set
forth,  the  holders of shares of Class A  Preferred  Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, (i) cash dividends in an amount per share (rounded to
the nearest  cent) equal to 100 times the aggregate per share amount of all cash
dividends  declared or paid on the Company's  Common Stock,  par value $0.01 per
share  (the  "Common  Stock"),  and  (ii)  a  preferential  cash  dividend  (the
"Preferential Dividends"), if any, in preference to the holders of Common Stock,
on the first day of March,  June,  September  and  December of each year (each a
"Quarterly  Dividend Payment Date"),  commencing on the first


<PAGE>

Quarterly  Dividend Payment Date after the first issuance of a share or fraction
of a share of Class A Preferred Stock,  payable in an amount (except in the case
of the first  Quarterly  Dividend  Payment if the date of the first  issuance of
Class A Preferred Stock is a date other than a Quarterly  Dividend Payment Date,
in which case such payment  shall be a prorated  amount of such amount) equal to
$1.00 per share of Class A Preferred Stock less the per share amount of all cash
dividends declared on the Class A Preferred Stock pursuant to clause (i) of this
sentence since the immediately  preceding  Quarterly  Dividend  Payment Date or,
with  respect to the first  Quarterly  Dividend  Payment  Date,  since the first
issuance of any share or fraction of a share of Class A Preferred  Stock. In the
event the Company shall, at any time after the issuance of any share or fraction
of a share of Class A Preferred  Stock,  make any  distribution on the shares of
Common Stock of the Company,  whether by way of a dividend or a reclassification
of stock,  a  recapitalization,  reorganization  or partial  liquidation  of the
Company  or  otherwise,  which is  payable  in cash or any debt  security,  debt
instrument,  real or personal  property or any other  property  (other than cash
dividends  subject to the  immediately  preceding  sentence,  a distribution  of
shares of Common Stock or other capital  stock of the Company or a  distribution
of rights or warrants to acquire any such  share,  including  any debt  security
convertible  into or  exchangeable  for any such share, at a price less than the
Fair Market Value (as  hereinafter  defined) of such share),  then,  and in each
such event, the Company shall  simultaneously pay on each then outstanding share
of Class A Preferred Stock of the Company a  distribution,  in like kind, of 100
times  such  distribution  paid on a  share  of  Common  Stock  (subject  to the
provisions   for   adjustment   hereinafter   set  forth).   The  dividends  and
distributions  on the  Class A  Preferred  Stock to which  holders  thereof  are
entitled  pursuant  to clause (i) of the first  sentence of this  paragraph  and
pursuant to the second sentence of this paragraph are hereinafter referred to as
"Dividends"  and the multiple of such cash and non-cash  dividends on the Common
Stock  applicable  to the  determination  of the  Dividends,  which shall be 100
initially but shall be adjusted from time to time as  hereinafter  provided,  is
hereinafter  referred to as the  "Dividend  Multiple."  In the event the Company
shall at any time after March 15, 1999  declare or pay any  dividend or make any
distribution  on Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision  or split or a  combination,  consolidation  or reverse split of the
outstanding  shares of Common Stock into a greater or lesser number of shares of
Common Stock, then in each such case the Dividend Multiple thereafter applicable
to the determination of the amount of Dividends which holders of shares of Class
A Preferred  Stock shall be entitled to receive  shall be the Dividend  Multiple
applicable  immediately  prior  to  such  event  multiplied  by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

          (B) The  Company  shall  declare  each  Dividend  at the same  time it
declares any cash or non-cash  dividend or  distribution  on the Common Stock in
respect of which a Dividend is required to be paid. No cash or non-cash dividend
or  distribution  on the Common Stock in respect of which a Dividend is required
to be paid shall be paid or set aside for payment on the Common  Stock  unless a
Dividend in respect of such dividend or  distribution  on the Common Stock shall
be  simultaneously  paid,  or set aside for  payment,  on the Class A  Preferred
Stock.

          (C) Preferential Dividends shall begin to accrue on outstanding shares
of Class A  Preferred  Stock  from the  Quarterly  Dividend  Payment  Date  next
preceding the date of issuance of any shares of Class A Preferred Stock. Accrued
but unpaid  Preferential  Dividends  shall cumulate



                                       2
<PAGE>

but shall not bear interest.  Preferential Dividends paid on the shares of Class
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.

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

                  (A) Subject to the provisions for adjustment  hereinafter  set
forth, each share of Class A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the holders of the Common Stock.
The number of votes  which a holder of Class A  Preferred  Stock is  entitled to
cast, as the same may be adjusted from time to time as hereinafter  provided, is
hereinafter  referred to as the "Vote  Multiple." In the event the Company shall
at any time after March 15,  1999  declare or pay any  dividend on Common  Stock
payable  in shares  of  Common  Stock,  or  effect a  subdivision  or split or a
combination,  consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser  number of shares of Common  Stock,  then in each
such case the Vote Multiple  thereafter  applicable to the  determination of the
number of votes per share to which holders of shares of Class A Preferred  Stock
shall be entitled after such event shall be the Vote Multiple  immediately prior
to such event  multiplied  by a fraction the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

                  (B) Except as  otherwise  provided  herein,  in the  Company's
Amended and Restated Certificate of Incorporation or Bylaws, in each case as the
same may be amended,  the  holders of shares of Class 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 Company.

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

                                       3
<PAGE>

action by stockholders shall be taken at a meeting of stockholders and shall not
be taken by written consent thereto.

                  (D) Except as otherwise  required by the Company's Amended and
Restated  Certificate of  Incorporation  or Bylaws or set forth herein,  in each
case as the same may be amended,  holders of Class A Preferred  Stock shall have
no other special  voting rights and their consent shall not be required  (except
to the extent  they are  entitled  to vote with  holders of Common  Stock as set
forth herein) for the taking of any corporate action.

                  Section 4. Certain Restrictions.

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

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

                  (ii)   declare  or  pay   dividends   on  or  make  any  other
         distributions  on  any  shares  of  stock  ranking  on a  parity  as to
         dividends with the Class A Preferred  Stock,  unless dividends are paid
         ratably on the Class A  Preferred  Stock and all such  parity  stock on
         which  dividends  are payable or in arrears in  proportion to the total
         amounts to which the  holders of all such  shares are then  entitled if
         the full dividends accrued thereon were to be paid;

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

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

                  (B)  The  Company   shall  not  permit  any   Subsidiary   (as
hereinafter  defined)  of the  Company to  purchase  or  otherwise  acquire  for
consideration any shares of stock of the Company


                                       4
<PAGE>

unless the Company  could,  under  paragraph  (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner. A "Subsidiary" of
the Company shall mean any  corporation  or other entity of which  securities or
other ownership  interests  having  ordinary voting power  sufficient to elect a
majority of the board of directors of such  corporation or other entity or other
persons  performing  similar  functions  are  beneficially  owned,  directly  or
indirectly,  by the  Company  or by any  corporation  or  other  entity  that is
otherwise  controlled by the Company.

                  (C)  The  Company  shall  not  issue  any  shares  of  Class A
Preferred  Stock except upon  exercise of Rights  issued  pursuant to the Rights
Agreement,  a copy of which is on file with the  Secretary of the Company at its
principal executive office and shall be made available to stockholders of record
without  charge upon  written  request  therefor  addressed  to said  Secretary.
Notwithstanding  the foregoing  sentence,  nothing  contained in the  provisions
hereof  shall  prohibit or restrict the Company from issuing for any purpose any
series of Preferred Stock with rights and privileges similar to, different from,
or greater than, those of the Class A Preferred Stock.

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

                  Section 6.  Liquidation,  Dissolution  or Winding Up. Upon any
voluntary or involuntary liquidation,  dissolution or winding up of the Company,
no  distribution  shall be made (i) to the  holders  of shares of stock  ranking
junior (either as to dividends or upon  liquidation,  dissolution or winding up)
to the Class A Preferred Stock unless the holders of shares of Class A Preferred
Stock shall have received for each share of Class A Preferred Stock,  subject to
adjustment as hereinafter provided,  (A) $87.00 per one one-hundredth of a share
plus an amount equal to accrued and unpaid dividends and distributions  thereon,
whether or not declared, to the date of such payment or, (B) if greater than the
amount specified in clause (i)(A) of this sentence, an amount equal to 100 times
the aggregate  amount to be distributed per share to holders of Common Stock, as
the same may be adjusted  as  hereinafter  provided,  and (ii) to the holders of
stock ranking on a parity upon  liquidation,  dissolution or winding up with the
Class A Preferred Stock, unless simultaneously  therewith distributions are made
ratably on the Class A Preferred Stock and all other shares of such parity stock
in  proportion  to the total  amounts to which the  holders of shares of Class A
Preferred  Stock are entitled  under clause (i)(A) of this sentence and to which
the  holders  of such  parity  shares  are  entitled,  in each  case  upon  such
liquidation,  dissolution  or winding up. The amount to which holders of Class A
Preferred Stock may be entitled upon  liquidation,  dissolution or winding up of
the Company  pursuant to clause (i)(B) of the foregoing  sentence is hereinafter
referred to as the  "Participating  Liquidation  Amount" and the multiple of the
amount  to be  distributed  to  holders  of  shares  of  Common  Stock  upon the
liquidation,  dissolution  or winding up of the Company  applicable  pursuant to
said clause to the  determination of the  Participating  Liquidation  Amount, as
said  multiple may be adjusted  from time to time as  hereinafter  provided,  is
hereinafter referred to as the "Liquidation  Multiple." In the event the Company
shall at any time after  March 15,  1999  declare or pay any  dividend on Common
Stock payable in shares of Common Stock,  or effect a subdivision  or split or a
combination, consolidation or reverse split of the


                                       5
<PAGE>

outstanding  shares of Common Stock into a greater or lesser number of shares of
Common  Stock,  then, in each such case,  the  Liquidation  Multiple  thereafter
applicable to the determination of the Participating Liquidation Amount to which
holders of Class A Preferred  Stock shall be entitled  after such event shall be
the Liquidation  Multiple applicable  immediately prior to such event multiplied
by a fraction  the  numerator  of which is the number of shares of Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  Section 7. Certain Reclassifications and Other Events.

                  (A) In the event that holders of shares of Common Stock of the
Company  receive  after  March 15,  1999,  in respect of their  shares of Common
Stock, any share of capital stock of the Company (other than any share of Common
Stock of the  Company),  whether by way of  reclassification,  recapitalization,
reorganization,  dividend or other  distribution or otherwise (a "Transaction"),
then, and in each such event, the dividend rights, voting rights and rights upon
the liquidation, dissolution or winding up of the Company of the shares of Class
A  Preferred  Stock  shall be  adjusted  so that after such event the holders of
Class A Preferred  Stock shall be entitled,  in respect of each share of Class A
Preferred  Stock held,  in  addition to such rights in respect  thereof to which
such  holder was  entitled  immediately  prior to such  adjustment,  to (i) such
additional  dividends as equal the Dividend Multiple in effect immediately prior
to such Transaction multiplied by the additional dividends which the holder of a
share of Common  Stock  shall be entitled to receive by virtue of the receipt in
the  Transaction of such capital stock,  (ii) such  additional  voting rights as
equal  the  Vote  Multiple  in  effect  immediately  prior  to such  Transaction
multiplied by the additional voting rights which the holder of a share of Common
Stock shall be  entitled to receive by virtue of the receipt in the  Transaction
of such capital stock, and (iii) such additional distributions upon liquidation,
dissolution  or winding up of the Company as equal the  Liquidation  Multiple in
effect immediately prior to such Transaction multiplied by the additional amount
which the holder of a share of Common  Stock shall be  entitled to receive  upon
liquidation,  dissolution  or winding up of the Company by virtue of the receipt
in the Transaction of such capital stock, as the case may be, all as provided by
the terms of such capital stock.

                  (B) In the event that holders of shares of Common Stock of the
Company  receive  after  March 15,  1999,  in respect of their  shares of Common
Stock, any right or warrant to purchase Common Stock (including as such a right,
for  all  purposes  of  this  paragraph,   any  security   convertible  into  or
exchangeable  for Common Stock) at a purchase price per share less than the Fair
Market Value of a share of Common Stock on the date of issuance of such right or
warrant,  then and in each such event the  dividend  rights,  voting  rights and
rights  upon the  liquidation,  dissolution  or winding up of the Company of the
shares of Class A  Preferred  Stock  shall each be  adjusted  so that after such
event the Dividend  Multiple,  the Vote  Multiple and the  Liquidation  Multiple
shall each be the product of the Dividend  Multiple,  the Vote  Multiple and the
Liquidation  Multiple,  as the case may be, in effect  immediately prior to such
event  multiplied  by a fraction  the  numerator of which shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights or
warrants  plus the  maximum  number of shares of  Common  Stock  which  could be
acquired  upon  exercise  in  full  of all  such  rights  or  warrants  and  the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately before such issuance of rights or warrants plus the number of shares
of Common Stock which could be purchased, at the Fair


                                       6
<PAGE>

Market  Value of the Common Stock at the time of such  issuance,  by the maximum
aggregate  consideration  payable  upon  exercise  in full of all such rights or
warrants.

                  (C) In the event that holders of shares of Common Stock of the
Company  receive  after  March 15,  1999,  in respect of their  shares of Common
Stock, any right or warrant to purchase capital stock of the Company (other than
shares of Common  Stock),  including  as such a right,  for all purposes of this
paragraph,  any security  convertible  into or exchangeable for capital stock of
the Company (other than Common  Stock),  at a purchase price per share less than
the Fair Market Value of such shares of capital stock on the date of issuance of
such right or warrant,  then and in each such event the dividend rights,  voting
rights and rights upon liquidation,  dissolution or winding up of the Company of
the shares of Class A Preferred  Stock shall each be adjusted so that after such
event each holder of a share of Class A Preferred  Stock shall be  entitled,  in
respect of each share of Class A  Preferred  Stock  held,  in  addition  to such
rights in respect thereof to which such holder was entitled immediately prior to
such  event,  to receive (i) such  additional  dividends  as equal the  Dividend
Multiple in effect  immediately  prior to such event  multiplied,  first, by the
additional  dividends  to which the holder of a share of Common  Stock  shall be
entitled  upon  exercise of such right or warrant by virtue of the capital stock
which could be acquired upon such exercise and multiplied  again by the Discount
Fraction (as hereinafter  defined),  and (ii) such  additional  voting rights as
equal the Vote Multiple in effect  immediately  prior to such event  multiplied,
first, by the additional  voting rights to which the holder of a share of Common
Stock shall be entitled  upon exercise of such right or warrant by virtue of the
capital stock which could be acquired upon such exercise and multiplied again by
the Discount Fraction, and (iii) such additional distributions upon liquidation,
dissolution  or winding up of the Company as equal the  Liquidation  Multiple in
effect  immediately  prior to such event  multiplied,  first,  by the additional
amount  which the holder of a share of Common Stock shall be entitled to receive
upon liquidation, dissolution or winding up of the Company upon exercise of such
right or warrant by virtue of the capital  stock  which  could be acquired  upon
such exercise and  multiplied  again by the Discount  Fraction.  For purposes of
this  paragraph,  the "Discount  Fraction"  shall be a fraction the numerator of
which shall be the  difference  between the Fair Market  Value of a share of the
capital stock subject to a right or warrant  distributed to holders of shares of
Common Stock of the Company as contemplated by this paragraph  immediately after
the  distribution  thereof  and the  purchase  price per share for such share of
capital  stock  pursuant to such right or warrant and the  denominator  of which
shall be the Fair  Market  Value of a share of such  capital  stock  immediately
after the distribution of such right or warrant.

                  (D) For  purposes of this  Certificate  of  Designations,  the
"Fair  Market  Value" of a share of capital  stock of the Company  (including  a
share of Common  Stock) on any date  shall be  deemed to be the  average  of the
daily closing price per share thereof over the 30  consecutive  Trading Days (as
such term is  hereinafter  defined)  immediately  prior to such date;  provided,
however,  that,  in the event that such Fair  Market  Value of any such share of
capital  stock is  determined  during a period  which  includes any date that is
within  30  Trading  Days  after  (i) the  ex-dividend  date for a  dividend  or
distribution on stock payable in shares of such stock or securities  convertible
into shares of such stock, or (ii) the effective date of any subdivision, split,
combination,  consolidation,  reverse  stock split or  reclassification  of such
stock, then, and in each such case, the Fair Market Value shall be appropriately
adjusted  by the  Board  of  Directors  of the  Company  to  take  into  account
ex-dividend or post-effective date trading. The closing price for any


                                       7
<PAGE>

day shall be the last sale price,  regular  way,  or, in case no such sale takes
place on such day, the average of the closing bid and asked prices,  regular way
(in either case, as reported in the applicable transaction reporting system with
respect  to  securities  listed or  admitted  to  trading  on the New York Stock
Exchange),  or, if the shares are not listed or  admitted  to trading on the New
York Stock Exchange, as reported in the applicable  transaction reporting system
with respect to securities listed on the principal national  securities exchange
on which the shares are listed or  admitted to trading or, if the shares are not
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the over-the-counter market, as reported by The Nasdaq National Market
System or such other  system  then in use, or if on any such date the shares are
not quoted by any such  organization,  the  average of the closing bid and asked
prices as furnished by a professional market maker making a market in the shares
selected by the Board of Directors of the Company.  The term "Trading Day" shall
mean a day on which the  principal  national  securities  exchange  on which the
shares are listed or admitted to trading is open for the transaction of business
or, if the  shares  are not  listed  or  admitted  to  trading  on any  national
securities exchange, on which the New York Stock Exchange or such other national
securities  exchange as may be selected by the Board of Directors of the Company
is open.  If the shares are not publicly  held or not so listed or traded on any
day within the period of 30 Trading Days applicable to the determination of Fair
Market  Value  thereof as  aforesaid,  "Fair  Market  Value" shall mean the fair
market  value  thereof  per share as  determined  in good  faith by the Board of
Directors of the Company.  In either case referred to in the foregoing sentence,
the  determination  of Fair Market Value shall be described in a statement filed
with the Secretary of the Company.

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

                  Section 9. Effective Time of Adjustments.

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

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


                                       8
<PAGE>


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

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

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


                                       9
<PAGE>


          IN WITNESS WHEREOF, I have executed and subscribed this Certificate of
Designations  and do affirm the foregoing as true under the penalties of perjury
this ____ day of _____, 1999.

                                              By:_______________________________
                                              Name:
                                              Title:

ATTEST:

By:_________________________________
Name:
Title:


                                       10