<PAGE>


                                                                     EXHIBIT 4.2






                                RIGHTS AGREEMENT

                                 by and between

                            ATHENA DIAGNOSTICS, INC.

                                       and

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                 as Rights Agent

                                  -------------

                                   Dated as of

                                 January 7, 2002






<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

SECTION 1.        Certain Definitions .......................................1
SECTION 2.        Appointment of Rights Agent ...............................6
SECTION 3.        Issuance of Right Certificates ............................6
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 ..........................................9
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 .........13
SECTION 12.       Certification of Adjusted Exercise Price or Number
                    of Shares ..............................................18
SECTION 13.       Consolidation, Merger or Sale or Transfer of Assets
                    or Earning Power .......................................19
SECTION 14.       Fractional Rights and Fractional Shares ..................22
SECTION 15.       Rights of Action .........................................23
SECTION 16.       Agreement of Right Holders ...............................23
SECTION 17.       Right Certificate Holder Not Deemed a Stockholder ........24
SECTION 18.       Concerning the Rights Agent ..............................24
SECTION 19.       Merger or Consolidation of, or Change in Name of,
                    the Rights Agent .......................................25
SECTION 20.       Duties of Rights Agent ...................................25
SECTION 21.       Change of Rights Agent ...................................27


                                      -i-

<PAGE>

                                                                           Page
                                                                           ----

SECTION 22.       Issuance of New Right Certificates .......................28
SECTION 23.       Redemption ...............................................29
SECTION 24.       Notice of Proposed Actions ...............................29
SECTION 25.       Notices ..................................................30
SECTION 26.       Supplements and Amendments ...............................31
SECTION 27.       Exchange .................................................31
SECTION 28.       Successors ...............................................32
SECTION 29.       Benefits of this Agreement ...............................32
SECTION 30.       Delaware Contract ........................................33
SECTION 31.       Counterparts .............................................33
SECTION 32.       Descriptive Headings .....................................33
SECTION 33.       Severability .............................................33
SECTION 34.       Determinations and Actions by the Board of Directors .....33

Exhibit A     -   Summary of Rights
Exhibit B     -   Form of Right Certificate
Exhibit C     -   Form of Certificate of Designations of Series A Junior
                  Preferred Stock


                                      -ii-


<PAGE>

                                RIGHTS AGREEMENT

         Rights Agreement (this "Agreement"), dated as of January 7, 2002, by
and between Athena Diagnostics, Inc., a Delaware corporation (the
"Corporation"), and Continental Stock Transfer & Trust Company, as rights agent
(the "Rights Agent").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, on December 18, 2001, the Board of Directors of the
Corporation authorized the issuance, as a dividend, of one right (a "Right") for
each share of Common Stock, $0.01 par value per share, of the Corporation
outstanding as of the time and date determined by the Board of Directors of the
Corporation to be the record date of such distribution (the "Record Date"), each
such Right representing the right to purchase one one-hundredth of a share of
Series A Junior Preferred Stock of the Corporation ("Preferred Stock") having
the rights and preferences set forth in the form of Certificate of Designations
attached hereto as Exhibit C, which was authorized by the Board of Directors of
the Corporation on December 18, 2001, upon the terms and subject to the
conditions hereinafter set forth; and

         WHEREAS, the Board of Directors of the Corporation further authorized
the issuance of one Right (subject to adjustment) with respect to each share of
Common Stock that may be issued between the Record Date and the earlier to occur
of the Distribution Date, the Expiration Date and the Final Expiration Date (as
such terms are hereinafter defined), including any shares of Common Stock of the
Corporation issued in connection with the initial public offering of the Common
Stock; provided, however, that Rights may be issued with respect to shares of
Common Stock that shall become outstanding after the Distribution Date and prior
to the Expiration Date in accordance with Section 22 hereof;

         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 provided by this Section 1, any
capitalized term defined in this Section 1 and used in the following definitions
having the meaning provided by this Section 1:

                  (a) "Acquiring Person" shall mean any Person who or that,
                       ----------------
         together with all Affiliates and Associates of such Person, shall be
         the Beneficial Owner of 15% or more of the Voting Stock of the
         Corporation then outstanding; provided, however, that an Acquiring
         Person shall not include (i) an Exempt Person or any Affiliate or
         Associate of an Exempt Person or (ii) any Person who or that, together
         with all Affiliates and Associates of such Person, would be an
         Acquiring Person solely by reason of (A) being the Beneficial Owner of
         shares of Voting Stock of the Corporation, the Beneficial Ownership of
         which was acquired by such Person (together with all Affiliates and
         Associates of such Person) pursuant to any action or transaction or
         series of related actions or transactions approved by the Board of
         Directors before such Person (together with all Affiliates and
         Associates of such Person)

<PAGE>

                                      -2-

         otherwise became an Acquiring Person or (B) a reduction in the number
         of issued and outstanding shares of Voting Stock of the Corporation
         pursuant to a transaction or a series of related transactions approved
         by the Board of Directors of the Corporation; provided, further, that
         in the event a 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 shall become an Acquiring Person in the
         event such Person (together with all Affiliates and Associates of such
         Person) thereafter acquires Beneficial Ownership of an additional 1%
         of the Voting Stock of the Corporation, unless the acquisition of such
         additional Voting Stock results from one or more actions or
         transactions approved by the Board of Directors of the Corporation.
         Notwithstanding the foregoing, if the Board of Directors of the
         Corporation 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 (as determined in good
         faith by the Board of Directors) a sufficient number of shares of
         Common 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 Agreement.

                  (b) "Affiliate" 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 Agreement.

                  (c) "Associate" of a Person shall mean (i) with respect to a
                       ---------
         corporation, any officer or director thereof or any Associate of any
         Subsidiary thereof, or any Beneficial Owner of 10% or more of any class
         of equity security thereof, (ii) with respect to an association, any
         officer or director thereof or any Associate of a Subsidiary thereof,
         (iii) 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, and any Associate of any
         Subsidiary thereof, (iv) with respect to a limited liability company,
         any manager or managing member thereof and any Beneficial Owner of 10%
         or more or any class of membership interest therein or other equity
         security thereof, and any Associate of any Subsidiary thereof, (v) with
         respect to a business trust, any officer or trustee thereof or any
         Associate of any Subsidiary thereof, (vi) with respect to any other
         trust or an estate, any trustee, executor or similar fiduciary and any
         Person who has a 15% or greater interest as a beneficiary in the income
         from or principal of such trust or estate, (vii) with respect to a
         natural person, the parents and children thereof and any spouse or
         relative thereof, or any relative of such spouse, who has the same home
         as such person, and (viii) 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) that such Person or any of such Person's Affiliates or
               Associates beneficially owns, directly or indirectly, for
               purposes of Section 13(d) of the

<PAGE>

                                      -3-

                  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;

                          (ii) or that 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 the Rights), warrants or options, or
                  otherwise; provided, however, that a Person shall not be
                  deemed the "Beneficial Owner" of, or to "Beneficially Own,"
                  securities tendered pursuant to a tender or exchange offer
                  made by 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 security (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) that 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 Corporation; provided,
                  however, that for purposes of determining Beneficial Ownership
                  of securities under this Agreement, officers and directors of
                  the Corporation 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) the Exchange Act) and
                  shall not be deemed to own shares owned by another officer or
                  director of the Corporation.

                  Notwithstanding anything in this paragraph (d) to the
         contrary, (1) a Person engaged in the business of underwriting
         securities shall not be deemed the "Beneficial Owner" of, or to
         "Beneficially Own," any securities acquired or otherwise beneficially
         owned in good faith in a firm commitment underwriting until the
         expiration of forty days after the date of the sale of securities to
         the public pursuant to such firm commitment underwriting, and (2) no
         Person (and no Affiliate or Associate of any Person) shall at any time
         prior to the Divestiture Date be deemed the "Beneficial Owner" of, or
         to "Beneficially Own," any securities if such Person is the "Beneficial
         Owner" of, or "Beneficially Owns," such securities as a result of one
         or more agreements, arrangements or understandings with any Elan Entity
         (whether or not the Corporation or any other Person is a party thereto)
         and if such Person would not be the

<PAGE>

                                      -4-

         "Beneficial Owner" of, or "Beneficially Own," such securities if such
         agreements, arrangements or understandings were not then in effect.

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

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

                  (g) "Common Stock" when used with reference to the Corporation
                       ------------
         shall collectively mean the Common Stock, $0.01 par value, of the
         Corporation and any other common stock of the Corporation into or for
         which it is changed, converted or exchanged. "Common Stock" when used
         with reference to any Person other than the Corporation which shall be
         organized in corporate form shall mean the capital stock or other
         equity security having of all classes of capital stock or equity
         securities of such corporation the greatest aggregate voting power in
         the election of directors. "Common Stock" when used with reference to
         any Person other than the Corporation that shall not be organized in
         corporate form shall mean units of beneficial interest in the profits
         or losses of such Person or other equity security of such Person having
         of all classes of equity securities of such Person the greatest
         aggregate voting power in the election of the directors, trustees,
         managers or other Persons performing like governance functions for such
         Person.

                  (h) "Corporation" shall have the meaning provided in the
                       -----------
         introductory paragraph hereof; provided, however, that "Corporation"
         shall also include any successors to the Corporation as provided by
         Section 28 hereof and shall mean a Principal Party as provided by
         Section 13(a) hereof.

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

                  (j) "Divestiture Date" shall mean the time at which Elan shall
                       ----------------
         first cease to Beneficially Own fifteen (15%) or more of the Voting
         Stock of the Corporation then outstanding.

                  (k) "Elan" shall mean Elan Corporation, plc, a public limited
                       ----
         company organized under the laws of Ireland, and any successor company
         thereto by merger, consolidation or a like transaction.

                  (l) "Elan Entity" shall mean Elan or any Affiliate or
                       -----------
         Associate of Elan.

                  (m) "Exchange Act" shall have the meaning set forth in
                       ------------
         Section 1(b) hereof.

                  (n) "Exempt Person" shall mean (i) the Corporation, (ii) any
                       -------------
         Subsidiary of the Corporation, (iii) any employee benefit plan or
         employee stock plan of the Corporation or any Subsidiary of the
         Corporation, or any trust or other entity organized, appointed,
         established or

<PAGE>

                                      -5-

         holding Voting Stock for or pursuant to the terms of any such plan, or
         (iv) prior to the Divestiture Date, any Elan Entity.

                  (o) "Exercise Price" shall have the meaning set forth in
                       --------------
         Section 4 hereof.

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

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

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

                  (s) "Person" shall mean any individual, company, firm,
                       ------
         corporation or other entity.

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

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

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

                  (w) "Stock Acquisition Date" shall mean the first date on
                       ----------------------
         which there shall be a public announcement by the Corporation 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 of the Corporation
         shall become aware of the existence of an Acquiring Person.

                  (x) "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.

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

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

                  (aa) "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 the Rights, shares of the Common Stock
         and shares of the Preferred Stock.

                  (bb) "Voting Stock" shall mean (i) the Common Stock of the
                        ------------
         Corporation and (ii) any other shares of capital stock of the
         Corporation entitled to vote generally in the

<PAGE>

                                      -6-

         election of directors or entitled generally to vote together with the
         Common Stock in respect of a merger, consolidation, sale of all or
         substantially all of the Corporation's assets, liquidation, dissolution
         or winding up which holders of Common Stock are entitled to vote on.
         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 of the Corporation or in respect of a merger,
         consolidation, sale of all or substantially all of the Corporation's
         assets, liquidation, dissolution or winding up.

Any determination required to be made by the Board of Directors of the
Corporation for purposes of applying the definitions contained in this Section 1
shall be made by a majority of 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 Corporation hereby appoints
                    ---------------------------
the Rights Agent to act as agent for the Corporation and the holders of the
Rights (who, in accordance with Section 3 hereof, shall, prior to the
Distribution Date, be the holders of Common Stock) in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Corporation may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable, upon ten (10) days' prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such co-Rights Agent.

         SECTION 3. Issuance of Right Certificates. (a) On the Record Date (or
                    ------------------------------
as soon as practicable thereafter), the Corporation 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 Record Date, at the address of
such holder shown on the records of the Corporation.

         (b) Until the Close of Business on the day that is the earlier of (i)
the tenth day after the Stock Acquisition Date and (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 would be the Beneficial Owner of 15% or more of the then outstanding
shares of Voting Stock of the Corporation (including any such date that is after
the date of this Agreement and prior to the issuance of the Rights; 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 (or in the case
of uncertificated shares of Common Stock, by the book-entry account that
evidences record ownership of such shares) registered in the names of the
holders of Common Stock (together with, in the case of certificates for Common
Stock outstanding as of the Record Date, the Summary of Rights) and not by
separate Right certificates and the record holders of such certificates (or such
book-entry accounts) for Common Stock shall be the

<PAGE>

                                      -7-

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 (or the
effectuation of a book entry transfer of shares of 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 earliest of the
Distribution Date, the Expiration Date and the Final Expiration Date.
Certificates for Common Stock (including, without limitation, certificates
issued upon original issuance, disposition from the Corporation'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 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 Athena
         Diagnostics, Inc. and Continental Stock Transfer & Trust Company, as
         rights agent (the "Rights Agent"), dated as of January 7, 2002, as it
         may be amended from time to time (the "Agreement"), the terms of which
         are incorporated herein by reference and a copy of which is on file at
         the principal executive offices of Athena Diagnostics, Inc. Under
         certain circumstances, as set forth in the Agreement, such Rights shall
         be evidenced by separate certificates and shall no longer be evidenced
         by this certificate. Athena Diagnostics, Inc. shall mail to the
         registered holder of this certificate a copy of the Agreement without
         charge within five days after receipt of a written request therefor. As
         provided in Section 7(e) of the Agreement, Rights issued to or
         Beneficially Owned by Acquiring Persons or their Affiliates or
         Associates (as such terms are defined in the Agreement) or any
         subsequent holder of such Rights shall be null and void and may not be
         exercised by or transferred to any Person.

With respect to such certificates containing the foregoing legend, until the
Distribution Date the Rights associated with the Common Stock represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate, except as otherwise provided
herein, shall also constitute the transfer of the Rights associated with the
Common Stock represented thereby. In the event that the Corporation purchases or
otherwise acquires any Common Stock after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock shall be deemed
canceled and retired so that the Corporation shall not be entitled to exercise
any Rights associated with the Common Stock which are no longer outstanding.
Notwithstanding this paragraph (c), the omission of a legend shall not affect
the enforceability of any part of this Agreement or the rights of any holder of
the Rights.

<PAGE>
                                      -8-

         (d) As soon as practicable after the Distribution Date, the Corporation
will prepare and execute, the Rights Agent will countersign, and the Corporation
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 Corporation, 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 Corporation may
deem appropriate to conform to usage or otherwise and as are not inconsistent
with the provisions of this 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 one one-hundredths of a share
(including fractional shares which are integral multiples of one-hundredth of a
share) of Preferred Stock as shall be set forth thereon at the price per one
one-hundredth of a share of Preferred Stock 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 Corporation by its Chairman of
the Board, its Chief Executive Officer, its President or any Vice President,
either manually or by facsimile signature, and have affixed thereto the
Corporation's seal or a facsimile thereof that shall be attested by the
Secretary or an Assistant Secretary of the Corporation, 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 Corporation who
shall have signed any Right Certificate shall cease to be such officer of the
Corporation before countersignature by the Rights Agent and issuance and
delivery of the certificate by the Corporation, 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
Certificates had not ceased to be such officer of the Corporation. Any Right
Certificate may be signed on behalf of the Corporation by any person who, on the
date of the execution of such Right Certificate, shall be a proper officer of
the Corporation to sign such Right Certificate, although at the date of the
execution of this Agreement any such person was not such an officer.

<PAGE>
                                      -9-

         (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 and 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 one one-hundredths of a share of Preferred
Stock as the Right Certificate or Rights Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to transfer, split up,
combine or exchange 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 enclose with such Right Certificate a written
instrument of transfer in form satisfactory to the Corporation and the Rights
Agent), duly executed by the registered holder thereof or his 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 Corporation 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.

         (b) Subject to the provisions of Sections 7(e), 7(f) and 14 hereof, at
any time after the Distribution Date and prior to the Expiration Date, upon
receipt by the Corporation 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 Corporation,
reimbursement to the Corporation 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 Corporation shall cause a new Right
Certificate of like tenor to be issued and delivered 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 27(b) hereof). Except as otherwise provided herein, the Rights
may be exercised, in

<PAGE>

                                      -10-

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 at
17 Battery Place, New York, New York 10004, Attention: Compliance Department (as
such address may from time to time be changed), together with payment of the
Exercise Price for each Right exercised (as the same may have been adjusted as
hereinafter provided), at or prior to the Close of Business on the earlier of
(i) January 6, 2012 (the "Final Expiration Date") and (ii) the date on which the
Rights are redeemed as provided in Section 23 hereof or the date on which the
Rights are exchanged as provided in Section 27 hereof (such earlier date being
herein referred to as the "Expiration Date").

         (b) The Exercise Price shall initially be $60.00 for each one
one-hundredth (1/100) of a share of Preferred Stock issued pursuant to the
exercise of a Right. The Exercise Price and the number of one one-hundredths of
a share of Preferred Stock or other securities or property 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 and certificate duly executed, accompanied by payment by certified
check, cashier's check, bank draft or money order payable to the Corporation or
the Rights Agent of the Exercise Price for the shares of Preferred Stock 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 of the Corporation one or more certificates
representing the number of shares of Preferred Stock to be so purchased, and the
Corporation hereby authorizes and directs such transfer agent to comply with all
such requests, (ii) as provided in Section 14(b), at the election of the
Corporation, 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 Corporation the
amount of cash to be paid in lieu of the issuance of fractional shares (other
than fractions that are integral multiples of one one-hundredth of a share) in
accordance with Section 14(b) hereof, (iv) after receipt of such 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 Corporation may suspend the
issuance of shares of Preferred Stock and other securities upon exercise of a
Right for a reasonable period, not in excess of 90 days, during which the
Corporation seeks to register under the Securities Act of 1933, as amended (the
"Act"), and any applicable securities law of

<PAGE>

                                      -11-

any other jurisdiction, the shares of Preferred Stock or other securities to be
issued pursuant to the Rights; provided, however, that nothing contained in this
Section 7(c) shall relieve the Corporation of its obligations under Section 9(d)
hereof. Upon any such suspension, the Corporation shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect.

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

         (e) Notwithstanding any provision of this Agreement to the contrary,
from and after the time (the "Invalidation Time") that any Person first becomes
an Acquiring Person, 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 (or any such Associate or Affiliate) 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 that the Board of Directors has determined is part of
a plan, arrangement or understanding that has the purpose or effect of avoiding
the provisions of this Section 7(e), and subsequent transferees of such Persons
referred to in clauses (y) and (z) above, shall be null and void without any
further action and any holder of such Rights shall thereafter have no rights
whatsoever with respect to such Rights under any provision of this Agreement.
The Corporation 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 or any Affiliate or Associate thereof whose Rights would be
null and void pursuant to the provisions of this Section 7(e); no Right
Certificate shall be issued at any time upon the transfer of any Rights to an
Acquiring Person (or an Affiliate or Associate of such Acquiring Person) whose
Rights would be null and 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 Person (or an Associate or Affiliate of such
Acquiring Person) whose Rights would be void pursuant to the provisions of this
Section 7(e) shall be cancelled.

         (f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Corporation shall be obligated to undertake any action
with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered 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

<PAGE>

                                      -12-

additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Corporation 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 Corporation or to any of
its agents, be delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Agreement. The Corporation 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 Corporation
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Corporation, or shall, at the written
request of the Corporation, destroy such cancelled Right Certificates, and in
such case shall deliver a certificate of destruction thereof to the Corporation.

         SECTION 9. Reservation and Availability of Shares of Preferred Stock.
                    ---------------------------------------------------------
(a) The Corporation covenants and agrees that it will cause to be reserved and
kept available out of the authorized and unissued shares of preferred stock,
$0.01 par value per share, of the Corporation 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 Corporation shall use all reasonable 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 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 National Association of Securities Dealers'
Automated Quotation System or any successor thereto or other comparable
quotation system.

         (c) The Corporation covenants and agrees that it will take all such
action as may be necessary to ensure 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
nonassessable shares.

         (d) The Corporation shall use all reasonable efforts to (i) file, as
soon as practicable following the occurrence of the event described in Section
11(a)(ii), or as soon as is required by law following the Distribution Date, as
the case may be, a registration statement under the 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 Act) until the earlier of (a) the date as of which the
Rights are no

<PAGE>

                                      -13-

longer exercisable for Preferred Stock and (b) the earlier of the Expiration
Date and the Final Expiration Date. The Corporation 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 Act and permit it to become effective. The Corporation 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 Act (if required) shall have been declared
effective.

         (e) The Corporation covenants and agrees that it will pay when due and
payable any and all federal and state Transfer Taxes that 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
Corporation shall not, however, be required to pay any Transfer Tax that 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 Corporation 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
Corporation's satisfaction that no such Transfer Tax is due.

         (f) The requirements of this Section 9 shall apply to shares of Common
Stock of the Corporation if the Corporation has elected in accordance with
Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of
Preferred Stock that otherwise may be purchased upon the exercise of Rights.

         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 the
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
Corporation 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 Preferred Stock transfer books of the
Corporation are open.

         SECTION 11. Adjustment of Exercise Price or Number of Shares.  The
                     ------------------------------------------------
Exercise Price and the number of shares of Preferred Stock that may be purchased
upon exercise of a Right are subject to adjustment from time to time as provided
in this Section 11.

<PAGE>

                                      -14-


                  (a) (i) In the event the Corporation shall at any time after
         the date of this Agreement (A) declare or pay any dividend on 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 one
         one-hundredth of a share 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 one one-hundredths of a share of Preferred Stock issuable
         immediately prior to such event multiplied by a fraction, the numerator
         of which is the number of shares of Common Stock outstanding
         immediately prior to such event and the denominator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the Exercise Price to be in effect after the record date for
         such event (if one shall have been established or, if not, after the
         date of such event) shall be determined by multiplying the Exercise
         Price in effect immediately prior to such event by such fraction. If an
         event occurs that 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).

                 (ii) Subject to Section 27 of this Agreement, in the event that
         any Person shall become an Acquiring Person, then, 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 Agreement
         and payment of the Exercise Price, such number of one one-hundredths of
         a share of Preferred Stock as shall equal the result obtained by (1)
         multiplying the then current Exercise Price by the number of one
         one-hundredths of a share of Preferred Stock for which a Right is then
         exercisable and dividing the product by (2) 50% of the per share Fair
         Market Value of the Preferred Stock (determined pursuant to Section
         11(b) hereof) on the date of such occurrence.

                (iii) In the event that the Corporation does not have available
         sufficient authorized but unissued Preferred Stock to permit the
         exercise in full of the Rights in accordance with Section 11(a)(ii),
         the Corporation shall take all such 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 reasonable best efforts to obtain
         stockholder approval thereof. In lieu of issuing shares of Preferred
         Stock in accordance with Section 11(a)(ii), the Corporation may, if the
         Board of Directors 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 the Rights, cash, property,
         shares of Preferred 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), which Fair Market Value shall be
         determined by an investment banking firm selected by the Board of
         Directors. For purposes of the preceding sentence, the Fair Market
         Value of the Preferred Stock shall be as determined pursuant to
         Section 11(b). Subject to Section 23 hereof, any such election by the
         Board of Directors of the Corporation must be

<PAGE>

                                      -15-

         made and publicly announced within thirty (30) days after the date on
         which the event described in Section 11(a)(ii) occurs.

                  (b) For the purpose of this 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 that 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 by the Board of Directors of the Corporation 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 National Association of
         Securities Dealers, Inc. Automated Quotation System ("NASDAQ") 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 bid and asked
         prices as furnished by a professional market maker making a market in
         such security selected by the Board of Directors of the Corporation.
         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 an
         independent investment banking firm experienced in the valuation of
         securities selected in good faith by the Board of Directors of the
         Corporation, or, if no such investment banking firm is, in the good
         faith judgment of the Board of Directors, available to make such
         determination, in good faith by the Board of Directors of the
         Corporation; 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 multiplied
         by the higher of the then Dividend Multiple or Vote Multiple
         applicable to the Preferred Stock (as 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

<PAGE>

                                      -16-

         Common Stock 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 in good faith by the Board of Directors of the
         Corporation based upon such appraisals or valuation reports of such
         independent experts as the Board of Directors of the Corporation shall
         in good faith determine 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) In case the Corporation shall fix a record date for the
         issuance of rights, options or warrants to all holders of Common Stock
         entitling them (for a period expiring within 45 calendar days after
         such record date) to subscribe for or purchase Common Stock or
         securities convertible into Common Stock at a price per share (or
         having a conversion price per share, if a security convertible into
         Common Stock) less than the then current per share Fair Market Value of
         the Common Stock on such record date, the Exercise Price to be in
         effect after such record date shall be determined by multiplying the
         Exercise Price in effect immediately prior to such record date by a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on such record date plus the number of shares
         of Common Stock which the aggregate offering price of the total number
         of shares of Common Stock so to be offered (and/or the aggregate
         initial conversion price of the convertible securities so to be
         offered) would purchase at such current Fair Market Value and the
         denominator of which shall be the number of shares of Common Stock
         outstanding on such record date plus the number of additional shares of
         Common Stock to be offered for subscription or purchase (or into which
         the convertible securities so to be offered are initially convertible).
         In case such subscription price may be paid in a consideration part or
         all of which shall be in a form other than cash, the value of such
         consideration shall be as determined in good faith by the Board of
         Directors of the Corporation, whose determination shall be described in
         a statement filed with the Rights Agent. Shares of Common Stock owned
         by or held for the account of the Corporation shall not be deemed
         outstanding for the purpose of any such computation. Such adjustment
         shall be made successively whenever such a record date is fixed and in
         the event that such rights, options or warrants are not so issued, the
         Exercise Price shall be adjusted to be the Exercise Price which would
         then be in effect if such record date had not been fixed.

                  (d) In case the Corporation shall fix a record date that is
         subsequent to the 270th day after the initial issuance of Rights for
         the making of a distribution to all holders of the Common Stock
         (including any such distribution made in connection with a
         consolidation or merger in which the Corporation is the continuing or
         surviving corporation) of evidences of indebtedness, cash (other than a
         regular quarterly cash dividend not in excess of 150% of the previous
         regular quarterly cash dividend out of the earnings or retained
         earnings of the Corporation), assets (other than a dividend payable in
         shares of Common Stock) or subscription rights or warrants (excluding
         those referred to in Section 11(c) hereof), the Exercise Price to be in
         effect after such record date shall be determined by multiplying the
         Exercise Price in effect immediately prior to such record date by a
         fraction, the numerator of which shall be the Fair Market Value of the
         shares of Common Stock on such record date,

<PAGE>

                                      -17-

         less the fair market value (as determined in good faith by the Board
         of Directors of the Corporation, whose determination shall be
         described in a statement filed with the Rights Agent) of the portion
         of the assets or evidences of indebtedness so to be distributed or of
         such subscription rights or warrants applicable to one share of Common
         Stock and the denominator of which shall be such current Fair Market
         Value of the shares of Common Stock. Such adjustment shall be made
         successively whenever such a record date is fixed and in the event
         that such distribution is not so made, the Exercise Price shall again
         be adjusted to be the Exercise Price which would then be in effect if
         such record date had not been fixed.

                  (e) Unless the Corporation shall have exercised its election
         as provided in Section 11(f), upon each adjustment of the Exercise
         Price as a result of the calculations made in Sections 11(c) and (d),
         each Right outstanding immediately prior to the making of such
         adjustment shall thereafter evidence the right to purchase, at the
         adjusted Exercise Price, that number of one one-hundredths of a share
         of Preferred Stock obtained by (i) multiplying (x) the number of one
         one-hundredths of a share of Preferred Stock that could be purchased
         upon exercise of a Right immediately prior to the adjustment pursuant
         to this Section 11(e) by (y) the Exercise Price in effect immediately
         prior to such adjustment of the Exercise Price and (ii) dividing the
         product so obtained by the Exercise Price in effect immediately after
         such adjustment of the Exercise Price.

                  (f) The Corporation may elect on or after the date of any
         adjustment of the Exercise Price pursuant to Sections 11(c) and 11(d)
         to adjust the number of Rights in substitution for any adjustment
         pursuant to Section 11(e) in the number of one one-hundredths of a
         share of Preferred Stock purchasable upon the exercise of a Right. Each
         of the Rights outstanding after such adjustment of the number of Rights
         shall be exercisable for the number of one one-hundredths of a share of
         Preferred Stock for which a Right was exercisable immediately prior to
         such adjustment. Each Right held of record prior to such adjustment of
         the number of Rights shall become that number of Rights obtained by
         dividing the Exercise Price in effect immediately prior to adjustment
         of the Exercise Price by the Exercise Price in effect immediately after
         adjustment of the Exercise Price. The Corporation shall make a public
         announcement of its election to adjust the number of Rights, indicating
         the record date for the adjustment, and, if known at the time, the
         amount of the adjustment to be made. This record date may be the date
         on which the Exercise Price is adjusted or any day thereafter, but, if
         the Right Certificates have been issued, shall be at least 10 days
         later than the date of the public announcement. If the Right
         Certificates have been issued, upon each adjustment of the number of
         Rights pursuant to this Section 11(f), the Corporation shall, as
         promptly as practicable, cause to be distributed to holders of record
         of Right Certificates on such record date Right Certificates
         evidencing, subject to Section 14 hereof, the additional Rights, if
         any, to which such holders shall be entitled as a result of such
         adjustment, or, at the option of the Corporation, shall cause to be
         distributed to such holders of record in substitution and replacement
         for the Right Certificates held by such holders prior to the date of
         adjustment, and upon surrender thereof, if required by the Corporation,
         new Right Certificates evidencing all the

                  Rights to which such holders shall be entitled after such
         adjustment. Right Certificates so to be distributed shall be issued,
         executed and countersigned in the manner provided for herein and shall
         be registered in the names of the

<PAGE>

                                      -18-

         holders of record of Right Certificates on the record date specified in
         the public announcement.

                  (g) 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.

                  (h) 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.

                  (i) 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 Corporation shall use its best efforts to take
         any corporate action which may, in the opinion of its counsel, be
         necessary in order that the Corporation may validly and legally issue
         fully paid and non-assessable shares of such Preferred Stock at such
         adjusted purchase price per share.

                  (j) Anything in this Section 11 to the contrary
         notwithstanding, in the event of any reclassification of stock of the
         Corporation or any recapitalization, reorganization or partial
         liquidation of the Corporation or similar transaction, the Corporation
         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 the Board of Directors of the
         Corporation shall determine to be necessary or appropriate in order for
         the holders of the Rights in such event to be treated equitably and in
         accordance with the purpose and intent of this Agreement or in order
         that any such event shall not, but for such adjustment, in the opinion
         of counsel to the Corporation, result in the stockholders of the
         Corporation being subject to any United States federal income tax
         liability by reason thereof.

                  (k) If as a result of an adjustment made pursuant to Section
         11(a) hereof, the holder of any Right thereafter exercised shall become
         entitled to receive any shares of capital stock of the Corporation
         other than the Preferred Stock, thereafter the Exercise Price and the
         number of such other shares so receivable upon exercise of a Right
         shall be subject to adjustment from time to time in a manner and on
         terms as nearly equivalent as practicable to the provisions with
         respect to the Preferred Stock contained in Sections 11(a), 11(c),
         11(e), 11(f) and 11(j) hereof, as applicable, and the provisions of
         Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock
         shall apply on like terms to any such other shares.

         SECTION 12. Certification of Adjusted Exercise Price or Number of
                     -----------------------------------------------------
Shares. Whenever an adjustment is made as provided in Section 11, 13, 23 or 27,
------
the Corporation 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

<PAGE>

                                      -19-

Certificate in accordance with Section 25. Notwithstanding the foregoing
sentence, the failure of the Corporation 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 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.

         SECTION 13. Consolidation, Merger or Sale or Transfer of Assets or
                     ------------------------------------------------------
Earning Power. (a) In the event that, at any time after the time that any Person
-------------
becomes an Acquiring Person, (x) the Corporation shall, directly or indirectly,
consolidate with, or merge with and into, any other Person or Persons (other
than an Exempt Person) and the Corporation shall not be the surviving or
continuing corporation of such consolidation or merger, or (y) any Person or
Persons (other than an Exempt Person) shall, directly or indirectly, consolidate
with, or merge with and into, the Corporation, and the Corporation 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 or converted into or exchanged for stock
or other securities of any other Person (other than an Exempt Person) or of the
Corporation or cash or any other property, or (z) the Corporation or one or more
of its Subsidiaries shall, directly or indirectly, sell or otherwise transfer to
any other Person (other than an Exempt Person), in one or more transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Corporation 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 at a price equal
to the then current Exercise Price multiplied by the number of one
one-hundredths of a share of Preferred Stock for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
shares of Preferred Stock, such number of shares of validly issued, fully paid,
nonassessable and freely tradeable Common Stock of the Principal Party (as
defined in Section 13(b) hereof), not subject to any liens, encumbrances, rights
of first refusal or other adverse claims, as shall equal the result obtained by
(1) multiplying the then current Exercise Price by the number of one
one-hundredths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (2) 50% of the then per share Fair
Market Value of the Common Stock of the Principal Party on the date of the
consummation, merger, sale or transfer; provided, however, that the Exercise
Price (as adjusted) and the number of shares of Common Stock of such Principal
Party so receivable upon exercise of a Right shall be subject to further
adjustment as appropriate in accordance with Section 11 hereof to reflect any
events occurring in respect of the Common Stock of such Principal Party after
the occurrence of such consolidation, merger, sale or transfer; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such consolidation, merger, sale or transfer, all the obligations and duties of
the Corporation pursuant to this Agreement; (iii) the term "Corporation" for all
purposes of this 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

<PAGE>
                                      -20-

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,
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 Corporation are changed or otherwise exchanged or converted in such
         merger or consolidation, 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, (I) the Person that is the other
         party to the merger or consolidation and that survives such merger or
         consolidation, or, if there is more than one such Person, the Person
         the Common Stock of which has the greatest market value or (II) if the
         Person that is the other party to the merger or consolidation does not
         survive the merger or consolidation, the Person that does survive the
         merger or consolidation (including the Corporation 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, then (1) if such Person
is a direct or indirect Subsidiary of another Person the Common Stock of which
is and has been so registered, the term "Principal Party" shall refer to such
other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of
more than one Person, 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

<PAGE>

                                      -21-

shares outstanding, or (3) if such Person is owned, directly or indirectly,
by a joint venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in clauses (1) and (2) above
shall apply to each of the owners having an interest in the venture as if the
Person owned by the joint venture was a Subsidiary of both or all of such joint
venturers, and the Principal Party in each such case shall bear the obligations
set forth in this Section 13 in the same ratio as its interest in such Person
bears to the total of such interests.

         (c) The Corporation shall not consummate any consolidation, merger 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 Corporation 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 or sale
or transfer of assets or earning power, assume this Agreement in accordance with
Section 13(a) hereof and that all rights of first refusal or 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 Agreement, and further
providing that, as soon as practicable after the date of any consolidation,
merger 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 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 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 NASDAQ;

                (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); and

                 (iv) obtain waivers of any rights of first refusal or
         preemptive rights in respect of the Common Stock of the Principal Party
         subject to purchase upon exercise of outstanding Rights.

<PAGE>

                                      -22-

         (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 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
Corporation shall not consummate any such transaction unless prior thereto the
Corporation 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
have no effect in connection with, or as a consequence of, the consummation of
the proposed transaction.

         (e) The Corporation covenants and agrees that it shall not, at any time
after any Person becomes an Acquiring Person, enter into any transaction of the
type described in clauses (x) through (z) of the first sentence of Section 13(a)
hereof if (i) at the time of or immediately after such consolidation, merger,
sale, transfer or other transaction there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights, (ii) prior to, simultaneously with or immediately after
such consolidation, merger, sale, transfer or other transaction, the
stockholders of the Person who constitutes, or would constitute, the Principal
Party for purposes of Section 13(a) hereof shall have received a distribution of
Rights previously owned by such Person or any of its Affiliates or Associates or
(iii) the form or nature of organization of the Principal Party would preclude
or limit the exercisability of the Rights.

         SECTION 14. Fractional Rights and Fractional Shares. (a) The
                     ---------------------------------------
Corporation 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) or
11(f) hereof. If the Corporation 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 Corporation shall not be required to issue fractions of shares
of Preferred Stock (other than fractions that are integral multiples of one
one-hundredth of a share) upon exercise of the Rights or to distribute
certificates which evidence fractional shares (other than fractions that are
integral multiples of one one-hundredth of a share). In lieu of issuing
fractions of shares of Preferred

<PAGE>
                                      -23-

Stock, the Corporation may, at its election, issue depositary receipts
evidencing fractions of shares pursuant to an appropriate agreement between the
Corporation 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 one-hundredth of a share, if the Corporation 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 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
                     ----------------
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 own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Corporation to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of, the obligations of any Person subject to this Agreement.

         SECTION 16.  Agreement of Right Holders.  Each holder of a Right,
                      --------------------------
by accepting the same, consents and agrees with the Corporation 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 (or in the case of
         uncertificated shares of Common Stock, by the book-entry account that
         evidences record ownership of such shares) registered in the name of
         the holders of Common Stock (together, as applicable, with the Summary
         of Rights), which certificates for Common Stock (or book-entry account)
         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;

<PAGE>
                                      -24-

                  (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 Corporation 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 or, in the
         case of uncertificated shares of Common Stock, the book-entry account
         evidencing record ownership of such shares) 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 Corporation or the Rights Agent) for all purposes
         whatsoever, and neither the Corporation 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 or other securityholder of the
Corporation or of a securityholder of any other Person 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
securityholder action, or to receive notice of meetings or other actions
affecting stockholders or securityholders (except as provided in Section 24
hereof), or to receive dividends or subscription rights, or otherwise, except in
any such case the rights, if any, in respect thereof provided by this Agreement,
until the Right or Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof for such stock or other
security.

         SECTION 18. Concerning the Rights Agent. (a) The Corporation agrees to
                     ---------------------------
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Corporation also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct 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 Agreement, including the cost and
expenses of defending against any claim of liability relating to the Rights or
this 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 Agreement in reliance upon any Right
Certificate or certificate for Preferred Stock or for other securities of the
Corporation, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document believed


<PAGE>
                                      -25-

by it to be genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons.

     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 Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement any of the 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 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 in the Right Certificates and in this Agreement.

         SECTION 20. Duties of Rights Agent. The Rights Agent undertakes the
                     ----------------------
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Corporation 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 Corporation), and the opinion of such counsel
         shall be full and complete authorization and protection to the Rights
         Agent as to any action taken or omitted by it in good faith and in
         accordance with such opinion.

                  (b) Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter be proved or established by the Corporation 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

<PAGE>
                                      -26-

         Chief Executive Officer, the President or any Vice President and by the
         Treasurer, Secretary or any Assistant Secretary of the Corporation 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 Agreement in reliance
         upon such certificate.

                  (c) The Rights Agent shall be liable hereunder only for its
         own gross negligence, bad faith or willful misconduct. Anything to the
         contrary notwithstanding, in no event shall the Rights Agent be liable
         for special, indirect, consequential or incidental 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.

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

                  (e) The Rights Agent shall not be under any responsibility in
         respect of the validity of this Agreement or the execution and delivery
         hereof (except the due execution hereof by the Rights Agent) or in
         respect of the validity or execution of any Right Certificate (except
         its countersignature thereof); nor shall it be responsible for any
         breach by the Corporation of any covenant or condition contained in
         this 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 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 nonassessable.

                  (f) The Corporation 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 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 Chief Executive Officer,
         the President or any Vice President or the Secretary or the Treasurer
         of the Corporation, 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 or for any delay in
         acting while

<PAGE>

                                      -27-

          waiting for those instructions. Any application by the Rights Agent
          for written instructions from the Corporation may, at the option of
          the Rights Agent, set forth in writing any action proposed to be taken
          or omitted by the Rights Agent under this Agreement and the date on
          and/or after which such action shall be taken or such omission shall
          be effective. The Rights Agent shall not be liable for any action
          taken by, or omission of, the Rights Agent in accordance with a
          proposal included in any such application on or after the date
          specified in such application (which date shall not be less than five
          Business Days after the date any officer of the Corporation actually
          receives such application unless any such officer shall have consented
          in writing to an earlier date) unless, prior to taking any such action
          (or the effective date in the case of an omission), the Rights Agent
          shall have received written instructions in response to such
          application specifying the action to be taken or omitted.

                  (h) The Rights Agent and any shareholder, director, officer or
         employee of the Rights Agent may buy, sell or deal in any of the Rights
         or other securities of the Corporation or become pecuniarily interested
         in any transaction in which the Corporation may be interested, or
         contract with or lend money to the Corporation or otherwise act as
         fully and freely as though it were not the Rights Agent under this
         Agreement. Nothing herein shall preclude the Rights Agent from acting
         in any other capacity for the Corporation 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 Corporation resulting from any such act, default, neglect or
         misconduct, provided reasonable care was exercised in the selection and
         continued employment thereof.

                  (j) If, with respect to any Rights Certificate surrendered to
         the Rights Agent for exercise or transfer, the certificate contained in
         the form of assignment or the form of election to purchase set forth on
         the reverse thereof, as the case may be, has not been completed to
         certify the holder is not an Acquiring Person (or an Affiliate or
         Associate thereof), a Rights Agent shall not take any further action
         with respect to such requested exercise or transfer without first
         consulting with the Corporation.

         SECTION 21. Change of Rights Agent. The Rights Agent or any successor
                     ----------------------
Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Corporation and to each transfer
agent of the Common Stock and the Preferred Stock by registered or certified
mail. The Corporation 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 Corporation shall appoint a successor to the Rights Agent.


<PAGE>

                                      -28-

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 Corporation 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 Right Certificate
for inspection by the Corporation), 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 Corporation 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 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 Corporation 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 Corporation 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 Agreement or of the Rights to the contrary, the
Corporation 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 Agreement. In
addition, in connection with the issuance or sale of Voting Stock following the
Distribution Date and prior to the Expiration Date, the Corporation may with
respect to shares of Voting Stock so issued or sold pursuant to (i) the exercise
of stock options, (ii) under any employee plan or arrangement, (iii) upon the
exercise, conversion or exchange of securities, notes or debentures issued by
the Corporation or (iv) a contractual obligation of the Corporation, in each
case existing prior to the Distribution Date, issue Rights Certificates
representing the appropriate number of Rights in connection with such issuance
or sale.

<PAGE>

                                      -29-


         SECTION 23. Redemption. (a) The Corporation may, at its option, but
                     ----------
only by the vote of a majority of the Board of Directors (determined as if there
were no vacancies), redeem all but not less than all of the then outstanding
Rights at any time prior to the Close of Business on the tenth day following the
Stock Acquisition Date at a redemption price of $0.01 per Right, subject to
adjustments as provided in Section 23(c) (the "Redemption Price"). The
redemption of the Rights by the Board of Directors may be made effective at such
time after the Board's action to redeem the Rights on such basis and subject to
such conditions, as the Board of Directors in its absolute discretion may
establish.

         (b) Without any further action and without any notice, the right to
exercise the Rights will terminate effective at the time so designated by 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 Corporation 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 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 Corporation's election
pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of
fractions of shares other than fractions which are integral multiples of one
one-hundredth of a share) of Preferred Stock or Common Stock having a Fair
Market Value equal to such cash payment.

         (c) In the event the Corporation shall at any time after the date of
this Agreement but before the Distribution Date (A) pay any dividend on 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 and as a consequence
thereof the number of Rights outstanding shall change, then, and in each such
event, the Redemption Price may, by action of the Board of Directors of the
Corporation in its discretion, be appropriately adjusted in respect of such
transaction so as to maintain the aggregate Redemption Price of all Rights after
such transaction at the same amount, insofar as practicable, as before the
transaction.

         SECTION 24. Notice of Proposed Actions. (a) In case the Corporation,
                     --------------------------
after the Distribution Date, shall propose (i) to effect any of the transactions
referred to in Section 11(a)(i) or to pay any dividend to the holders of record
of its shares of Common Stock payable in shares of capital stock of any class or
to make any other distribution to the holders of record of its Common Stock
(other than a regular periodic cash dividend at a rate not in excess of 150% of
the rate of the last cash dividend theretofore paid), or (ii) to offer to the
holders of record of its Common Stock options, warrants, or other rights to
subscribe for or to purchase shares of Common Stock (including any security
convertible into or exchangeable for Common Stock) or shares of stock of any
class or

<PAGE>

                                      -30-

any other securities, options, warrants, convertible or exchangeable securities
or other rights, or (iii) to effect any reclassification of its Preferred Stock
or Common Stock or any recapitalization or reorganization of the Corporation, or
(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 Corporation 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 Corporation, then, in each such case, the
Corporation shall give to each holder of record of a Right Certificate, in
accordance with Section 25, notice of such proposed action, which shall specify
the record date for the purposes of such transaction referred to in Section
11(a)(i) 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 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 Corporation or the vote upon
any such action.

         (b) In case the event referred to in Section 11(a)(ii) shall occur,
then the Corporation shall as soon as practicable thereafter, in accordance with
Section 25 hereof, give to each holder of a Right notice of the occurrence of
such event, which notice shall describe the event and the consequences of the
event to holders of Rights under Section 11(a)(ii) hereof.

         SECTION 25. Notices. Notices or demands authorized by this 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 Corporation 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:

                           Athena Diagnostics, Inc.
                           Four Biotech Park
                           377 Plantation Street
                           Worcester, MA  01605
                           Attention:  Chief Executive Officer

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Corporation 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 Corporation) as follows:


<PAGE>

                                      -31-


                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, NY 10004
                           Attention:  Compliance Department

Notices or demands authorized by this Agreement to be given or made by the
Corporation 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 Corporation.

         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 Corporation may, in its sole and absolute discretion, and the Rights Agent
shall if the Corporation 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 Corporation may, and the Rights Agent shall if the
Corporation so directs, supplement or amend this 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 Corporation 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 Corporation 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. Notwithstanding anything contained
in this Agreement to the contrary, no supplement or amendment shall be made
which changes the Redemption Price; it being understood that an adjustment of
the Redemption Price in accordance with Section 23 shall not be considered a
supplement or amendment of this Agreement.

         SECTION 27. Exchange. (a) The Board of Directors of the Corporation
                     --------
may, at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become null and void pursuant to the provisions of
Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one
share per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such exchange
ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding
the foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than an Exempt Person), together
with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Voting Stock then outstanding, but may effect such
exchange as of and simultaneously with such Person becoming, together with its
Affiliates and Associates, the Beneficial Owner of 50% or more of the Voting
Stock then outstanding. From and after the occurrence of an event specified in
Section 13(a) hereof, any Rights that theretofore have not been exchanged
pursuant to this

<PAGE>
                                      -32-

Section 27(a) shall thereafter be exercisable only in accordance with Section 13
and may not be exchanged pursuant to this Section 27(a).

         (b) Immediately upon the action of the Board of Directors of the
Corporation ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 27 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of shares of Common Stock
equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Corporation shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Corporation promptly
shall mail a notice of any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books of the Rights Agent.
Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged. Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become null and void
pursuant to the provisions of Section 7(e) hereof) held by each holder of
Rights.

         (c) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 27, the
Corporation shall substitute to the extent of such insufficiency, for each share
of Common Stock that would otherwise be issuable upon exchange of a Right, a
number of shares of Preferred Stock or fractions thereof having an aggregate
Fair Market Value equal to the Fair Market Value of one share of Common Stock as
of the date any Person becomes an Acquiring Person.

         (d) The Corporation shall not be required to issue fractions of shares
of Common Stock or to distribute certificates which evidence fractional shares.
In lieu of such fractional shares, the Corporation shall pay to the registered
holders of the Right Certificates with regard to which such fractional shares of
Common Stock would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole share of Common Stock. For the
purposes of this paragraph (d), the current market value of a whole share of
Common Stock shall be the closing price of a share of Common Stock for the
Trading Day immediately prior to the date of exchange pursuant to this
Section 27.

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

         SECTION 29. Benefits of this Agreement. Nothing in this Agreement shall
                     --------------------------
be construed to give to any person or corporation other than the Corporation,
the Rights Agent and the registered

<PAGE>
                                      -33-


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 Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Corporation, 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 30. Delaware Contract. This Agreement and each Right
                     -----------------
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed and enforced in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.

         SECTION 31. Counterparts. This Agreement may be executed in any number
                     ------------
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         SECTION 32. Descriptive Headings. Descriptive headings of the several
                     --------------------
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         SECTION 33. Severability. If any term, provision, covenant or
                     ------------
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         SECTION 34. Determinations and Actions by the Board of Directors. The
                     ----------------------------------------------------
Board of Directors of the Corporation shall have the exclusive power and
authority to interpret and apply this Agreement and to exercise the rights and
powers specifically granted to the Board of Directors of the Corporation
hereunder and may take such action as may be necessary or advisable in the
administration of this Agreement or to amend or supplement this Agreement in
accordance with its terms, including, without limitation, the right and power to
(i) make all determinations deemed necessary or advisable for the administration
of this Agreement or (ii) decide to redeem the Rights or (iii) decide to amend
this Agreement. All such actions, calculations, interpretations and
determinations (including any decision not to take any action) done or made by
the Board of Directors of the Corporation in good faith shall (x) be final,
conclusive and binding on the Corporation, the Rights Agent, the holders of the
Rights, as such, and all other Persons, and (y) not subject any member of the
Board of Directors to any liability to the holders of Rights.

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

                                       ATHENA DIAGNOSTICS, INC.

<PAGE>

                                      -34-


                                       By:/s/ Robert E. Flaherty
                                          --------------------------------
                                          Name:     Robert E. Flaherty
                                          Title:    Chief Executive Officer
                                                     and President


                                       CONTINENTAL STOCK TRANSFER & TRUST
                                        COMPANY, as Rights Agent


                                       By:/s/ Continental Stock Transfer & Trust
                                               Company
                                          --------------------------------

<PAGE>

                                                                       EXHIBIT A

                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 EXERCISED OR TRANSFERRED TO ANY PERSON.


                            ATHENA DIAGNOSTICS, INC.


                          SUMMARY OF RIGHTS TO PURCHASE
                         SERIES A JUNIOR PREFERRED STOCK

         On December 18, 2002, the Board of Directors of Athena Diagnostics,
Inc. (the "Corporation") declared a dividend distribution of one Preferred Stock
Purchase Right for each outstanding share of Common Stock, par value $0.01 per
share (the "Common Stock"), of the Corporation. The distribution is payable as
of the time and date determined by the Board of Directors of the Corporation to
be the record date of such distribution to stockholders of record on such time
and date (the "Record Date"). Each Right entitles the registered holder to
purchase from the Corporation one one-hundredth (1/100) of a share of preferred
stock of the Corporation, designated as Series A Junior Preferred Stock (the
"Preferred Stock") at a price of $60.00 per one one-hundredth (1/100) of a share
("Exercise Price"). The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Corporation and
Continental 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") that
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 Corporation (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
Corporation'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 Corporation's Common Stock, but will instead be evidenced,

<PAGE>

                                      -2-

with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate with a copy of this Summary of
Rights attached thereto (or in the case of uncertificated shares of Common
Stock, by the book entry account that evidences record ownership of such
shares). An Acquiring Person does not include (A) the Corporation, (B) any
subsidiary of the Corporation, (C) any employee benefit plan or employee stock
plan of the Corporation or of any subsidiary of the Corporation, or any trust or
other entity organized, appointed, established or holding voting stock for or
pursuant to the terms of any such plan, (D) any person or group of affiliated or
associated persons whose ownership of 15% or more of the shares of voting stock
of the Corporation 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 Corporation 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% of the Corporation's voting stock unless such acquisition of
additional voting stock results from one or more actions or transactions
approved by the Board of Directors of the Corporation), or (E) prior to the time
at which Elan Corporation, plc ("Elan") shall first cease to beneficially own
15% or more of the voting stock of the Corporation then outstanding, Elan or any
affiliate or associate of Elan.

         Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after the Record
Date will contain a legend incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), the surrender for transfer of any of the Common Stock certificates
outstanding as of the Record Date, 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 January 6, 2012, unless earlier redeemed
by the Corporation as described below.

         The 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 Corporation's preferred stock. The
Preferred Stock may not be issued except upon exercise of Rights. Each share of
Preferred Stock will be entitled to receive when, as and if declared, a
quarterly dividend in an amount equal to the greater of $15.00 per share or 100
times the cash dividends declared on the Corporation's Common Stock. In
addition, the holders of the Preferred Stock are entitled to receive 100 times
any non-cash dividends (other than dividends payable in equity securities)
declared on the Common Stock, in like kind. In the event of the liquidation of
the Corporation, the holders of Preferred Stock will be entitled to receive, for
each share of Preferred Stock, a payment in an amount equal to the greater of
$60,000 or 100 times the payment made per share of Common Stock. Each share of
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

<PAGE>

                                       -3-

Preferred Stock will be entitled to receive 100 times the amount received per
share of Common Stock. The rights of Preferred Stock as to dividends,
liquidation and voting are protected by anti-dilution provisions.

         The number of shares of Preferred Stock issuable upon exercise of the
Rights and Exercise Price of the Rights are 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 also 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 exchanged, in the event that,
after the time that a Person becomes an Acquiring Person, the Corporation 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 Corporation 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 an Acquiring Person, 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 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 Corporation's Common
Stock as provided in the Rights Agreement).

         At any time after any person or group becomes an Acquiring Person and
prior to, or simultaneously with, the acquisition by such person or group of 50%
or more of the outstanding voting stock, the Board of Directors of the
Corporation may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange ratio of
one share of Common Stock per Right (subject to adjustment).

         Fractions of shares of Preferred Stock (other than fractions which are
integral multiples of one one-hundredth of a share) may, at the election of the
Corporation, be evidenced by depositary receipts. The Corporation may also issue
cash in lieu of fractional shares which are not integral multiples of one
one-hundredth of a share. At any time prior to the close of business on the
tenth day after there has been a public announcement that a person has become an
Acquiring Person, the Corporation may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price"). Immediately upon
the effective time of the action of the Board of Directors of the Corporation
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.

<PAGE>
                                      -4-

         For as long as the Rights are then redeemable, the Corporation may,
except with respect to the Redemption Price, 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 Corporation
may amend the Rights in any manner that does not materially adversely affect the
interests of holders of the Rights as such.

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

         A copy of the form of Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to the Corporation's
Registration Statement on Form S-1 (Registration No. 333-72576). A copy of the
Rights Agreement is available free of charge from the Corporation. 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.

<PAGE>

                                                                       EXHIBIT B

                           [Form of Right Certificate]

Certificate No. W-                                                        Rights


         NOT EXERCISABLE AFTER JANUARY 6, 2012 OR EARLIER IF EXCHANGED OR
         REDEEMED. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
         CORPORATION 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. 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 EXERCISED OR TRANSFERRED TO ANY PERSON.

                                Right Certificate

         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 January 7, 2002 (the "Rights Agreement") by and between
Athena Diagnostics, Inc., a Delaware corporation (the "Corporation"), and
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent"), to purchase from the Corporation at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M.
(Eastern time) on January 6, 2012 at the office of the Rights Agent designated
in the Rights Agreement for such purpose, or its successor as Rights Agent, one
one-hundredth (1/100) of a fully paid nonassessable share of Series A Junior
Preferred Stock (the "Preferred Stock") of the Corporation at a purchase price
of $60.00, 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 Preferred Stock which may be purchased upon the exercise of the
Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events and, upon the happening of
certain events, securities other than shares of 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

<PAGE>

                                      -2-

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 Corporation and the holders of record of
Right Certificates. Copies of the Rights Agreement are on file at the principal
executive office of the Corporation.

         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 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 Corporation at its option or under
certain other circumstances at a redemption price of $0.01 per Right.

         No fractional shares of 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 Corporation may cause depositary 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 Preferred Stock
or of any other securities of the Corporation 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 Corporation or any right to vote for the election of
directors or upon any matter submitted to stockholders at 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.

<PAGE>
                                      -3-

         WITNESS the facsimile signature of the proper officers of the
Corporation and its corporate seal. Dated as of ______________, ______.


ATTEST:                                         ATHENA DIAGNOSTICS, INC.


__________________________                      By:    _________________________
Assistant Secretary                                    Title:


Countersigned:

CONTINENTAL STOCK TRANSFER &
     TRUST COMPANY, as Rights Agent

By:    ___________________________
       Authorized Signature

<PAGE>
                                      -4-

                    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
Corporation, with full power of substitution.

Dated:   _______________ _____, _______


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

Signature Guaranteed:

<PAGE>
                                      -5-

                                   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>
                                      -6-

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

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


TO __________________:

         The undersigned hereby irrevocably elects to exercise
___________________ Rights represented by this Right Certificate to purchase the
shares of 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
                                                 face of this Right Certificate)


Signature Guaranteed:


<PAGE>

                                                                       EXHIBIT C

                                     FORM OF
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         SERIES A JUNIOR PREFERRED STOCK
                                       OF
                            ATHENA DIAGNOSTICS, INC.


                     Pursuant to Section 151 of the Delaware
                             General Corporation Law

         I, Robert E. Flaherty, Chief Executive Officer and President of Athena
Diagnostics, Inc., a corporation organized and existing under the Delaware
General Corporation Law (the "Corporation"), in accordance with the provisions
of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority
conferred upon the Board of Directors by the Certificate of Incorporation of the
Corporation, the Board of Directors on December 18, 2002 adopted the following
resolution that creates a series of shares of Preferred Stock designated as
Series A Junior Preferred Stock, as follows:

         RESOLVED, that pursuant to Section 151(g) of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Corporation in accordance with the provisions of ARTICLE FOURTH of the
Certificate of Incorporation of the Corporation, a series of Preferred Stock of
the Corporation 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 "Series A Junior Preferred Stock" (the "Series A Preferred Stock")
and the number of shares constituting such series shall be 1,000,000.

         Section 2. Dividends and Distributions. (A) Subject to the provisions
                    ---------------------------
for adjustment hereinafter set forth, and subject to the rights of the holders
of any shares of any series of Preferred Stock ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series 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 Common Stock, $0.01 par value per share, of the Corporation (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 January,
April, July and October of each year (each a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, payable in an
amount (except in the case of the first Quarterly Dividend Payment if the date
of the


<PAGE>

                                      -2-


first issuance of Series 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 $15.00 per share of Series A Preferred Stock less the per
share amount of all cash dividends declared on the Series 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
Series A Preferred Stock. In the event the Corporation shall, at any time after
the issuance of any share or fraction of a share of Series A Preferred Stock,
make any distribution on the shares of Common Stock of the Corporation, whether
by way of a dividend or a reclassification of stock, a recapitalization,
reorganization or partial liquidation of the Corporation 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 Corporation 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 Corporation shall
simultaneously pay on each then outstanding share of Series A Preferred Stock of
the Corporation 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 Series 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 Corporation shall at any time after the date shares
of Common Stock are first publicly held 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
Series 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 Corporation 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 Series A Preferred
Stock.

         (C) Preferential Dividends shall begin to accrue on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of any shares of Series A Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series A Preferred Stock
in an


<PAGE>

                                      -3-


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 Series A Preferred
                    -------------
Stock shall have the following voting rights:


                 (A) Subject to the provisions for adjustment herein after set
         forth, each share of Series A Preferred Stock shall entitle the holder
         thereof to 100 votes on all matters submitted to a vote of the holders
         of the Common Stock. The number of votes that a holder of Series A
         Preferred Stock is entitled to cast, as the same may be adjusted from
         time to time as herein after provided, is hereinafter referred to as
         the "VOTE MULTIPLE." In the event the Corporation shall at any time
         after shares of Common Stock are first publicly held 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 Series 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 Certificate of
         Incorporation or by law, the holders of shares of Series A Preferred
         Stock and the holders of shares of Common Stock shall vote together as
         one class on all matters submitted to a vote of stockholders of the
         Corporation.

                  (C) In the event that the Preferential Dividends accrued on
         the Series 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 Corporation of all series (including the Series
         A Preferred Stock), other than any series in respect of which such
         right is expressly withheld by the Certificate of Incorporation or the
         authorizing resolutions included in any Certificate of Designations
         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 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 Series A Preferred Stock shall have been paid (or irrevocably set
         aside for payment) in full. The holders of shares of Series 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 Series 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

<PAGE>

                                      -4-

         manner permitted by law; provided, however, that any such action by
         stockholders shall be taken at a meeting of stock holders and shall not
         be taken by written consent thereto.

                  (D) Except as otherwise required by the Certificate of
         Incorporation or by law or set forth herein, holders of Series 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 Corporation 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 Series 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 Series
A Preferred Stock may have in such circumstances, the Corporation 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 Series 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 Series A Preferred Stock, unless dividends are paid
         ratably on the Series A Preferred Stock and all such parity stock on
         which dividends are payable or in arrears in proportion to the total
         amounts to which the holders of all such shares are then entitled 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
         Series A Preferred Stock, provided that the Corporation may at any time
         redeem, purchase or otherwise acquire shares of any such parity stock
         in exchange for shares of any stock of the Corporation ranking junior
         (both as to dividends and upon liquidation, dissolution or winding up)
         to the Series A Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any
         shares of Series A Preferred Stock, or any shares of stock ranking on a
         parity with the Series A Preferred Stock (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 and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

         (B) The Corporation shall not permit any Subsidiary (as hereinafter
defined) of the Corporation to purchase or other wise acquire for consideration
any shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner. A "Subsidiary" of the Corporation shall mean any


<PAGE>

                                      -5-


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
Corporation or by any corporation or other entity that is otherwise controlled
by the Corporation.

         (C) The Corporation shall not issue any shares of Series A Preferred
Stock except upon exercise of Rights issued pursuant to that certain Rights
Agreement dated as of January 7, 2002 between the Corporation and Continental
Stock Transfer & Trust Company, as Rights Agent, as it may be amended from time
to time, a copy of which is on file with the Secretary of the Corporation 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 Corporation from issuing for any purpose
any series of Preferred Stock with rights and privileges similar to, different
from, or greater than, those of the Series A Preferred Stock.

         Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
                    -----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled 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 Corporation, 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
Series A Preferred Stock unless the holders of shares of Series A Preferred
Stock shall have received for each share of Series A Preferred Stock, subject to
adjustment as hereinafter provided, (A) $60,000 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 Series A Preferred Stock, unless
simultaneously therewith distributions are made ratably on the Series A
Preferred Stock and all other shares of such parity stock in proportion to the
total amounts to which the holders of shares of Series 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 Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Corporation 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 Corporation 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 Corporation shall at
any time after the date shares of Common Stock are first publicly held declare
or pay any dividend on Common Stock payable in shares of Common Stock, or effect
a subdivision or


<PAGE>

                                      -6-

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 Liquidation Multiple thereafter applicable to the
determination of the Participating Liquidation Amount to which holders of Series
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 Corporation receive after the date
shares of Common Stock are first publicly held, in respect of their shares of
Common Stock any share of capital stock of the Corporation (other than any share
of Common Stock of the Corporation), 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 Corporation of
the shares of Series A Preferred Stock shall be adjusted so that after such
event the holders of Series A Preferred Stock shall be entitled, in respect of
each share of Series 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 Corporation 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
Corporation 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
Corporation receive after the date shares of Common Stock are first publicly
held, 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 Corporation of the shares of Series 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

<PAGE>

                                      -7-

before such issuance of rights or warrants plus the number of shares of Common
Stock which could be purchased, at the Fair 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
Corporation receive after the date shares of Common Stock are first publicly
held, in respect of their shares of Common Stock any right or warrant to
purchase capital stock of the Corporation (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 Corporation (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 Corporation of the
shares of Series A Preferred Stock shall each be adjusted so that after such
event each holder of a share of Series A Preferred Stock shall be entitled, in
respect of each share of Series 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 Corporation 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 Corporation 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 Corporation 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 Corporation (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 Corporation to take into account ex-dividend

<PAGE>

                                      -8-


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 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 National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") 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 Corporation. 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 Corporation 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 Corporation.
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
Corporation.

         Section 8. Consolidation, Merger, etc. In case the Corporation 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 Series 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 Series
                    -----------------------------
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 Corporation shall give prompt written notice to each holder of
a share of Series 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 Corporation of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Corporation to give
such notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

         Section 10. No Redemption. The shares of Series A Preferred Stock shall
                     -------------
not be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire shares of Series A Preferred Stock in any other


<PAGE>
                                      -9-

manner permitted by law, the provisions hereof and the Certificate of
Incorporation of the Corporation.

         Section 11. Ranking. Unless otherwise provided in the Certificate of
                     -------
Incorporation of the Corporation or a Certificate of Designations relating to a
subsequent series of preferred stock of the Corporation, the Series A Preferred
Stock shall rank junior to all other series of the Corporation'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 Certificate of
                     ---------
Incorporation of the Corporation shall not be amended in any manner which would
adversely affect the rights, privileges or powers of the Series A Preferred
Stock without, in addition to any other vote of stock holders required by law,
the affirmative vote of the holders of two-thirds or more of the outstanding
shares of Series A Preferred Stock, voting together as a single class.

<PAGE>
                                      -10-

         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 7th day of January 2002.

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



ATTEST: