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                                                               Exhibit 4.9

                                RIGHTS AGREEMENT


                                     between


                        ANTEON INTERNATIONAL CORPORATION


                                       and


                                 [RIGHTS AGENT]




                         Dated: As of February __, 2002

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                                RIGHTS AGREEMENT

                  Rights Agreement (the "Agreement"), dated as of February __,
2002, between Anteon International Corporation, a Delaware corporation (the
"COMPANY"), and [Right Agent], a [ ] (the "RIGHTS AGENT", which term shall
include any successor Rights Agent hereunder).

                  The Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "RIGHT") for each
Common Share (as hereinafter defined) of the Company outstanding at the close of
business on [record date] (the "RECORD DATE"), each Right representing the right
to purchase, upon the terms and subject to the conditions set forth herein, one
one-thousandth (1/1000) of a share of Series A Preferred Stock, par value $0.01
per share, of the Company ("SERIES A PREFERRED STOCK") having the rights and
preferences set forth in the Certificate of Designations of Preferred Stock with
respect to the Series A Preferred Stock, a copy of which is attached hereto as
EXHIBIT A. The Board of Directors of the Company has further authorized and
directed the issuance of one Right with respect to each Common Share that shall
become outstanding (whether originally issued or delivered from the Company's
treasury) after the Record Date and on or prior to the earliest of the
Separation Date, the Redemption Date and the Final Expiration Date (each as
hereinafter defined).

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

                  SECTION 1. CERTAIN DEFINITIONS. For purposes of this
Agreement, the following terms have the meanings indicated:

                           (a) "ACQUIRING PERSON" shall mean any Person who,
together with all Affiliates and Associates of such Person, shall hereafter
become the Beneficial Owner of 15% or more of the Common Shares then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms of any
such plan or for purposes of funding or providing Common Shares to any such
plan, and (iv) any Caxton-Iseman Stockholder (as hereinafter defined).
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as a
result of an acquisition of Common Shares by the Company, which acquisition, by
reducing the number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of the Common Shares
then outstanding; PROVIDED, HOWEVER, that if a Person shall become the
beneficial owner of 15% or more of the Common Shares then outstanding by reason
of such share purchases by the Company and shall, after such share purchases,
become the Beneficial Owner of any additional Common Shares of the Company, then
such Person shall be deemed to be an "Acquiring Person" unless such Person would
not be an Acquiring Person by reason of clauses (i) through (iv) of the
immediately preceding sentence. Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provision, has

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become such inadvertently, and such Person divests as promptly as practicable
a sufficient number of Common Shares so that such Person would no longer be
an "Acquiring Person," as defined pursuant to the foregoing provisions, then
such Person shall not be deemed to be an "Acquiring Person" for any purposes
of this Agreement.

                           (b) "AFFILIATE" and "ASSOCIATE" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations (the "RULES") under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), as in effect on the Record Date.

                           (c) A Person shall be deemed the "BENEFICIAL OWNER"
of and shall be deemed to "BENEFICIALLY OWN" any securities:

                                    (i) that such Person or any of such Person's
         Affiliates or Associates, directly or indirectly, now or hereafter owns
         or has the right to acquire (whether such right is exercisable
         immediately or only after the passage of time) pursuant to any
         agreement, arrangement or understanding (whether or not in writing) or
         upon the exercise of conversion rights, exchange rights, rights (other
         than the Rights), warrants or options, or otherwise; PROVIDED, HOWEVER,
         that a Person shall not be deemed to be the Beneficial Owner of, or to
         beneficially own, securities tendered pursuant to a tender or exchange
         offer made by or on behalf of such Person or any of such Person's
         Affiliates or Associates until such tendered securities are accepted
         for purchase or exchange; and PROVIDED FURTHER, that a Person shall not
         be deemed to be the Beneficial Owner of, or to beneficially own,
         securities that such Person has the right to acquire (whether such
         right is exercisable immediately or only after the passage of time)
         upon the exercise of (a) employee stock options now or hereafter (but
         prior to the Separation Date) issued by the Company, or (b) conversion
         rights conferred in any class or series of Preferred Stock of the
         Company issued prior to the Separation Date if the resolutions of the
         Board providing for the issuance of such class or series of Preferred
         Stock shall specifically refer to this Rights Agreement and provide
         that the right to acquire securities upon the exercise of conversion
         rights so conferred shall not be deemed to constitute beneficial
         ownership of such securities;

                                    (ii) that such Person or any of such
         Person's Affiliates or Associates, directly or indirectly, has the
         right to vote (except as hereinafter provided) or dispose of, or of
         which any of them, directly or indirectly, has "beneficial ownership"
         (as determined pursuant to Rule 13d-3 of the Rules, as in effect on the
         Record Date) (including, except as hereinafter provided, pursuant to
         any agreement, arrangement or understanding, whether or not in
         writing); PROVIDED, HOWEVER, that a Person shall not be deemed to be
         the Beneficial Owner of, or to beneficially own, any security under
         this subparagraph (ii) as a result of an agreement, arrangement or
         understanding to vote such security if such agreement, arrangement or
         understanding arises solely from a revocable proxy given in response to
         a public proxy or consent solicitation made pursuant to, and in
         accordance with, the applicable provisions of the Rules and is not also
         then

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         reportable on Schedule 13D under the Exchange Act (or any comparable
         or successor report);

                                    (iii) that are beneficially owned, directly
         or indirectly, by any other Person (or any Affiliate or Associate
         thereof) 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, or with respect to, acquiring,
         holding, voting (except as described in the proviso to subparagraph
         (ii) of this paragraph (c)) or disposing of any voting securities of
         the Company; and

                                    (iv) that are, pursuant to the foregoing
         subparagraphs of this paragraph (c), or otherwise, deemed to be owned
         by a voting trust, voting agent, recipient of a proxy that is not
         immediately revocable (a "NON-REVOCABLE PROXY") or any other Person to
         whom such Person (the "GRANTOR PERSON") has contributed, conveyed,
         delegated, given, granted, tendered, transferred or otherwise assigned
         or conferred (collectively, "GIVEN") some or all of the voting rights
         attributable to the Common Shares of which the Grantor Person (alone or
         in conjunction with any other Person) is also deemed to be a Beneficial
         Owner. Solely for purposes of this Agreement, the Grantor Person shall
         be deemed to be the Beneficial Owner of all Common Shares that such
         voting trust, voting Agent, proxy holder or other Person has the right,
         by Non-revocable Proxy, agreement, assignment, tender, grant or
         otherwise, to exercise some or all of the voting rights attributable
         thereto, whether or not the Grantor Person shall have contributed or
         given voting rights that constitute all or less (even substantially
         less) than all of the voting rights held by the voting trust, voting
         Agent, proxy holder or other Person to whom or to which the Grantor
         Person has given some or all of the voting rights attributable to
         Common Shares otherwise beneficially owned by the Grantor Person;

PROVIDED, HOWEVER, that nothing in this paragraph (c) shall cause a person
engaged in business as an underwriter of securities to be the "Beneficial Owner"
of or to "beneficially own" any securities acquired through such person's
participation in good faith in a firm commitment underwriting until the
expiration of 40 days after the date of such acquisition.

                           (d) "BOARD" means the Board of Directors of the
Company.

                           (e) "BUSINESS DAY" shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions in New York, [New
Jersey]1 or Virginia are authorized or obligated by law or executive order to
close.

                           (f) "CAXTON-ISEMAN STOCKHOLDER" shall mean (i)
Frederick J. Iseman,


-----------------
1   State of Rights Agent's principal office.

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Azimuth Technologies, L.P., Azimuth Tech. II, LLC or any of their Affiliates
and Associates and (ii) any Person that is the direct or indirect transferee
of any of the Common Shares beneficially owned as of the date hereof by any
of the Persons identified in clause (i) above (a "CAXTON-ISEMAN TRANSFEREE")
if (A) such transferee would otherwise become an Acquiring Person as a result
of such transfer and (B) the tranferor(s) designate(s), in a writing
delivered to the Company and the Rights Agent, that the transferee is a
Caxton-Iseman Transferee for purposes of this paragraph.

                           (g) "CLOSE OF BUSINESS" on any given date shall mean
5:00 P.M., New York time, on such date; PROVIDED, HOWEVER, that if such date is
not a Business Day it shall mean 5:00 P.M., New York time, on the next
succeeding Business Day.

                           (h) "COMMON SHARES" when used with reference to the
Company shall mean shares of Common Stock, par value $0.01 per share, of the
Company. "COMMON SHARES" or "COMMON SHARES," when used with reference to any
Person other than the Company, shall mean the capital stock of such Person with
the greatest voting power or the equity securities or other equity interest
having power to control or direct the management of such Person.

                           (i) "PERSON" shall mean any individual, firm,
corporation, partnership, limited liability company or other entity and shall
include any successor (by merger or otherwise) of such entity.

                           (j) "SECTION 11(a)(ii) EVENT" shall mean an event
described in Section 11(a)(ii).

                           (k) "SECTION 13(a) EVENT" shall mean any event
described in clause (x) or (y) or (z) of Section 13(a).

                           (l) "SERIES A PREFERRED SHARES" shall mean shares of
Series A Preferred Stock, par value $0.01 a share, of the Company, including any
authorized fraction of a Series A Preferred Shares, unless the context otherwise
requires.

                           (m) "SHARES ACQUISITION DATE" shall mean the first
date of public announcement (including, without limitation, a report filed
pursuant to Section 13(d) or 14(d) under the Exchange Act) by the Company or an
Acquiring Person indicating that an Acquiring Person has become such.

                           (n) "SUBSIDIARY" shall mean, with reference to any
Person, any corporation or other entity of which a majority of the voting power
of the voting securities or voting interests is owned, directly or indirectly,
by such Person, or otherwise controlled by such Person.

                           (o) "TRIGGERING EVENT" shall mean any Section
11(a)(ii) Event or Section 13(a) Event.

                  The following additional terms have the meanings indicated in
the

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specified Sections of this Agreement set forth below:

                                    (i) "ACT" -- Section 9(c).

                                    (ii) "ADJUSTMENT SHARES" -- Section
         11(a)(ii).

                                    (iii) "COMMON SHARE EQUIVALENT" -- Section
         11(a)(iii).

                                    (iv) "CURRENT VALUE" -- Section 11(a)(iii).

                                    (v) "EQUIVALENT SHARES" -- Section 11(b).

                                    (vi) "EXCHANGE ACT" -- Section 1(b).

                                    (vii) "FINAL EXPIRATION DATE" -- Section
         7(a).

                                    (viii) "GRANTOR PERSON" -- Section 1(c)(iv).

                                    (ix) "NON-REVOCABLE PROXY" -- Section
         1(c)(iv)

                                    (x) "PRINCIPAL PARTY" -- Section 13(b).

                                    (xi) "PURCHASE PRICE" -- Sections 4(a),
         11(a)(ii) and 13(a).

                                    (xii) "RECORD DATE" -- Preamble.

                                    (xiii) "REDEMPTION DATE" -- Section 7(a).

                                    (xiv) "REDEMPTION PRICE" -- Section 23(a).

                                    (xv) "RULES" -- Section 1(b).

                                    (xvi) "SEPARATION DATE" -- Section 3(a).

                                    (xvii) "SERIES A PREFERRED STOCK" --
         Preamble.

                                    (xviii) "SPREAD" -- Section 11(a)(iii).

                                    (xix) "SUBSTITUTION PERIOD" -- Section
         11(a)(iii).

                                    (xx) "SUMMARY OF RIGHTS" -- Section 3(b).

                                    (xxi) "TRADING DAY" -- Section 11(d)(i).

                  SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment and agrees to act as Rights Agent under this Agreement. The Company
may from time to time appoint such

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co-rights agents as it may deem necessary or desirable. The Rights Agent
shall have no duty to supervise, and in no event shall be liable for, the
acts or omissions of any such co-Rights Agent.

                  SECTION 3. ISSUE OF RIGHT CERTIFICATES.

                           (a) Until the earlier of (i) the close of business on
the tenth Business Day following the Shares Acquisition Date or (ii) the close
of business on the fifteenth Business Day (or such later date as may be
determined by action of the Board prior to the time as any Person becomes an
Acquiring Person) after the date on which a tender or exchange offer by any
Person (other than any of the Caxton-Iseman Stockholders), the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan) is
first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon
consummation thereof, such Person would be the Beneficial Owner of 15% or more
of the Common Shares then outstanding (the earlier of (i) and (ii) being herein
referred to as the "SEPARATION DATE"), (x) the Rights will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the certificates for
Common Shares registered in the names of the holders thereof (which certificates
shall also be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Common Shares. As soon as
practicable after the Separation Date, the Company must promptly notify the
Rights Agent thereof in writing and request the transfer agent to provide the
Rights Agent with the names and addresses of all record holders of Common
Shares. As soon as practicable after the Rights Agent receives such written
notice and stockholders list, the Rights Agent will, if requested and if
provided with all necessary information, send, by first-class, insured,
postage-prepaid mail, to each record holder of Common Shares as of the close of
business on the Separation Date, at the address of such holder shown on the
records of the Company, one or more Right Certificates, in substantially the
form of EXHIBIT B hereto, evidencing one Right for each Common Share so held. In
the event that an adjustment in the number of Rights per Common Share has been
made pursuant to Section 11(p) hereof, at the time of distribution of the Right
Certificates, the Company may make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Right Certificates
representing only whole numbers of Rights are distributed and cash may be paid
in lieu of any fractional Rights. As of and after the Separation Date, the
Rights will be evidenced solely by such Right Certificates.

                           (b) As soon as practicable following the Record Date,
the Company will send a copy of a Summary of Rights to Purchase Series A
Preferred Stock, in substantially the form attached hereto as EXHIBIT C (the
"SUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record
holder of Common Shares as of the close of business on the Record Date, at the
address of such holder shown on the records of the Company. With respect to
certificates for Common Shares outstanding as of the Record Date, until the
Separation Date, the Rights will be evidenced by such certificates registered in
the names of the holders thereof, together with a copy of the Summary of

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Rights attached thereto, and the registered holders of the Common Shares
shall also be the registered holders of the associated Rights. Until the
earliest of the Separation Date, the Redemption Date or the Final Expiration
Date, the surrender for transfer of any certificate for Common Shares
outstanding on the Record Date, with or without a copy of the Summary of
Rights attached thereto, shall also constitute the transfer of the Rights
associated with the Common Shares represented thereby.

                           (c) Certificates for Common Shares issued after the
Record Date but prior to the earliest of the Separation Date, the Redemption
Date or the Final Expiration Date shall have impressed on, printed on, written
on or otherwise affixed to them the following legend:

                  THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF
                  TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN
                  ANTEON INTERNATIONAL CORPORATION AND [RIGHTS AGENT] DATED AS
                  OF FEBRUARY __, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF
                  WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY
                  OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
                  ANTEON INTERNATIONAL CORPORATION UNDER CERTAIN CIRCUMSTANCES,
                  AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE
                  EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE
                  EVIDENCED BY THIS CERTIFICATE. ANTEON INTERNATIONAL
                  CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY
                  OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING
                  RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN
                  CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED
                  TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
                  PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS
                  ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD
                  BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER,
                  MAY BECOME NULL AND VOID.

                  SECTION 4. FORM OF RIGHT CERTIFICATES.

                           (a) The Right Certificates (and the forms of election
to purchase Series A Preferred Shares, exercise notice and of assignment to be
printed on the reverse

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thereof) shall be substantially the same as Exhibit B hereto and may have
such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate, which do
not affect the duties or responsibilities of the Rights Agent and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage. Subject to
the provisions of Section 11 and Section 22 hereof, the Right Certificates,
whenever distributed, shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase such number of one
one-thousandth of a share of Series A Preferred Stock as shall be set forth
therein at the price per one one-thousandth of a Series A Preferred Share set
forth therein (the "PURCHASE PRICE"), but the amount and type of the
securities purchasable (or other consideration to be made available) upon the
exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

                           (b) Any Right Certificate issued pursuant to Section
3(a) or Section 22 hereof that represents Rights beneficially owned by (i) an
Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such or (iii) a transferee of an
Acquiring Person (or such Associate or Affiliate) who becomes a transferee prior
to or concurrently with the Acquiring Person becoming such and receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from
the Acquiring Person to holders of equity interests in such Acquiring Person or
to any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer
that the Board has determined is part of a plan, arrangement or understanding
that has as a primary purpose or effect avoidance of Section 7(e) hereof, and
any Right Certificate issued pursuant to Section 6 or Section 11 hereof upon
transfer, exchange, replacement or adjustment of any other Right Certificate
referred to in this sentence, shall contain (to the extent feasible) the
following legend:

         THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE
         BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR
         AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
         DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE
         AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES
         SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.

                  SECTION 5. COUNTERSIGNATURE AND REGISTRATION.

                           (a) The Right Certificates shall be executed on
behalf of the Company by its Chairman of the Board or its President, Chief
Executive Officer or any Vice President, either manually or by facsimile
signature, and shall have affixed thereto the

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Company's seal, attested by the Secretary, the Treasurer or any Assistant
Secretary or Assistant Treasurer of the Company, or shall bear a facsimile
thereof. The Right Certificates shall not be valid for any purpose unless
countersigned by the Rights Agent. In case any officer of the Company who
shall have signed any of the Right Certificates shall cease to be such
officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless,
may be countersigned by the Rights Agent, and issued and delivered by the
Company with the same force and effect as though the person who signed such
Right Certificates had not ceased to be such officer of the Company; and any
Right Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Rights Agreement any such person was not such
an officer.

                           (b) Following the Separation Date and receipt by the
Rights Agent of the written notice and list of record holders of Rights referred
to in Section 3(a), the Rights Agent will keep or cause to be kept, at its
office designated pursuant to Section 26 hereof or agency designated for such
purpose, books for registration and transfer of the Right Certificates issued or
to be 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, the certificate number of 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 4(b), 7(e)
and 14 hereof, at any time after the close of business on the Separation Date,
and at or prior to the close of business on the earlier of the Redemption Date
or the Final Expiration Date, any Right Certificate or Right Certificates may be
transferred, split up, combined or exchanged for another Right Certificate or
Right Certificates, entitling the registered holder to purchase a like number of
Series A Preferred Shares (or, following a Section 11(a)(ii) Event or Section
13(a) Event, Common Shares, other securities or property, as the case may be) as
the Right Certificate or Right Certificates surrendered then entitled such
holder to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or exchanged at the
office of the Rights Agent designated for such purpose. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate until the registered
holder shall have completed and signed the certificate contained in the form of
assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request. Thereupon the Rights Agent shall countersign and deliver to
the person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested. The Company may


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require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates. The Rights Agent shall not be required to
process the transaction until it receives evidence in writing that all taxes and
governmental charges have been paid by the Company.

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

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

                           (a) Subject to Section 7(e) hereof, the registered
holder of any Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any time after the
Separation Date upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together
with payment of the Purchase Price for each one one-thousandth of a Series A
Preferred Share as to which the Rights are exercised, at or prior to the close
of business on the earliest of (i) [February __, 2012] (the "FINAL EXPIRATION
DATE"), (ii) the date on which the Rights are redeemed as provided in Section 23
hereof (the "REDEMPTION DATE") or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof.

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

                           (c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the Series A Preferred Shares
(or other shares, securities or property, as the case may be) to be purchased
and an amount equal to any applicable tax or governmental charge required to be
paid by the holder of such Right Certificate in accordance with Section 9
hereof, in cash, or by certified check or cashier's check payable to the order
of the Company, the Rights Agent shall, subject to Section 20(k) hereof,
thereupon promptly (i) either (A) requisition from any transfer agent of the
Series A Preferred Shares (or make available, if the Rights Agent is the
transfer agent for such shares) certificates for the number of Series A
Preferred Shares (or fractions thereof) to be purchased (and the Company hereby
irrevocably authorizes its transfer agent to comply

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with all such requests) or (B) if the Company shall have elected to deposit the
Series A Preferred Shares issuable upon exercise of the Rights hereunder with a
depositary agent, requisition from the depositary agent depositary receipts
representing such number of one one-thousandth of a Series A Preferred Share as
are to be purchased (in which case certificates for the Series A Preferred
Shares represented by such receipts shall be deposited by the transfer agent
with the depositary agent) and the Company hereby directs the depositary agent
to comply with such request, (ii) if and when necessary to comply with this
Agreement, requisition from the Company the amount of cash to be paid in lieu of
issuance of fractional shares in accordance with Section 14 hereof, (iii)
promptly after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) if and when necessary to comply with this Agreement, after
receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate. In the event that the Company is obligated to
issue other securities (including Common Shares) or assets pursuant to Section
11(a) hereof, the Company will make all arrangements necessary so that such
other securities or assets are available for distribution by the Rights Agent,
if and when appropriate.

                           (d) In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Right Certificate or to his duly authorized assigns subject to the provisions of
Section 6 and Section 14 hereof.

                           (e) Notwithstanding anything in this Agreement to the
contrary, from and after the occurrence of a Triggering Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee from an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such or (iii) a transferee of an Acquiring Person (or such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person to holders of
equity interests in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer that the Board has determined
is part of a plan, arrangement or understanding that has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void without
any further action, and any holder of such Rights shall thereupon have no rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise. The Company shall use all reasonable efforts to insure
that the provisions of this Section 7(e) and Section 4(b) hereof are complied
with, but shall have no liability to any holder of Right Certificates or other
Person as a result of its failure to make any determinations with respect to an
Acquiring Person or its Affiliates, Associates or transferees hereunder.

                           (f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with

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                                                                         13


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 contained in the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

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

                  SECTION 9. RESERVATION AND AVAILABILITY OF SERIES A PREFERRED
SHARES; REGISTRATION.

                           (a) The Company covenants and agrees that it will
cause to be reserved and kept available out of its authorized and unissued
Series A Preferred Shares the number of Series A Preferred Shares that will be
sufficient to permit the exercise in full of all outstanding Rights. Prior to
the occurrence of a Triggering Event, the Company shall not be obliged to cause
to be reserved and kept available out of its authorized and unissued Common
Shares or shares of preferred stock (other than Series A Preferred Shares), any
such Common Shares or any shares of preferred stock (other than the Series A
Preferred Shares) to permit exercise of outstanding Rights.

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

                           (c) If then required by applicable law, the Company
shall use its best efforts to (i) file, as soon as practicable following the
earliest date after the occurrence of a Triggering Event as to which the
consideration to be delivered by the Company upon exercise of the Rights has
been determined pursuant to this Agreement, or as soon as is required by law
following the Separation Date, as the case may be, a registration statement
under the Securities Act of 1933 (the "ACT"), with respect to the securities
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

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                                                                         14


(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 longer exercisable for such securities and
(B) the Final Expiration Date. If then required by applicable law, the Company
will also take such action as may be appropriate under the securities or "blue
sky" laws of the various states. The Company may temporarily suspend, for a
period of time not to exceed 90 days after the date set forth in clause (i) of
this Section 9(c), the exercisability of the Rights in order to prepare and file
such registration statement. Upon any such suspension, the Company shall
promptly notify the Rights Agent thereof and issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended and, at
such time as the suspension is no longer in effect, shall promptly notify the
Rights Agent thereof and issue a further public announcement thereof.
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.

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

                           (e) The Company covenants and agrees that it will pay
when due and payable any and all taxes and governmental charges that may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Series A Preferred Shares (or Common Shares and/or other securities, as the
case may be) upon the exercise of Rights. The Company shall not, however, be
required to pay any tax or governmental charge that may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates for the Series A Preferred Shares (or
Common Shares and/or other securities, as the case may be) in a name other than
that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise or to issue or deliver any certificates for Series A
Preferred Shares (or Common Shares and/or other securities, as the case may be)
upon the exercise of any Rights until any such tax or governmental charge shall
have been paid (any such tax or governmental charge being payable by the holder
of such Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax or governmental
charge is due.

                  SECTION 10. SERIES A PREFERRED SHARES RECORD DATE. Each Person
in whose name any certificate for Series A Preferred Shares (or Common Shares
and/or other securities, as the case may be) is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of
the Series A Preferred Shares (or Common Shares and/or other securities, as the
case may be) represented thereby on, and such certificate shall be dated, the
date upon which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable taxes and
governmental charges) was made; PROVIDED, HOWEVER, that if the date of such
surrender and payment is a date upon which the Series A Preferred Shares (or
Common Shares

<Page>

                                                                         15


and/or other securities, as the case may be) transfer books of the Company are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the Series A Preferred Shares (or Common Shares and/or other
securities, as the case may be) transfer books of the Company are open. Prior to
the exercise of the Rights evidenced thereby, the holder of a Right Certificate
shall not be entitled (in such holder's capacity as such) to any rights of a
stockholder of the Company with respect to shares for which the Rights shall be
exercisable, including, without limitation, the right to vote any shares, to
receive dividends or other distributions with respect to any shares or to
exercise any preemptive rights with respect to any shares, and shall not be
entitled to receive any notice of any proceedings of the Company, except as
provided herein.

                  SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF
SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares
covered by each Right, and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

                           (a) (i) In the event that the Company shall at any
time after the date of this Agreement (A) declare a dividend on the Series A
Preferred Shares payable in Series A Preferred Shares, (B) subdivide the
outstanding Series A Preferred Shares, (C) combine the outstanding Series A
Preferred Shares into a smaller number of Series A Preferred Shares or (D) issue
any shares of its capital stock in a reclassification of the Series A Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the
Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and the
number and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock that, if such Right had been exercised immediately prior to such
date and at a time when the Series A Preferred Shares transfer books of the
Company were open, such holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision, combination or
reclassification; PROVIDED, HOWEVER, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company issuable upon exercise of one Right.

                               (ii) Subject to Section 24 hereof, in the event
[that there is a Shares Acquisition Date and a Separation Date,] then proper
provision shall be made so that each holder of a Right, except as provided below
and in Section 7(e) hereof, shall thereafter have a right to receive, upon
exercise thereof at the Purchase Price in effect as of the date of the Section
11(a)(ii) Event, in lieu of Series A Preferred Shares, and subject to the
provisions of Section 11(a)(iii) below, such number of Common Shares as shall
equal the result obtained by (x) multiplying such Purchase Price by the number
of one one-thousandth of a Series A Preferred Share for which a Right is
exercisable as of date of the Section 11(a)(ii) Event and (y) dividing that
product (which, following the first

<Page>

                                                                         16


occurrence of such event, shall be referred to as the "PURCHASE PRICE" for all
purposes of this Agreement) by 50% of the current per share market price of the
Common Shares (determined pursuant to Section 11(d) hereof), but not less than
the par value thereof, on the date of the first occurrence of such Section
11(a)(ii) Event (such number of shares, the "ADJUSTMENT SHARES").

                               (iii) In the event that (x) the total of the
Common Shares that are issued but not outstanding and authorized but unissued
(excluding Common Shares reserved for issuance pursuant to the specific terms of
any indenture, option plan or other agreement) is not sufficient to permit the
exercise in full of the Rights in accordance with Section 11(a)(ii) hereof or
(y) the total number of Common Shares available for exercise of the Rights in
accordance with Section 11(a)(ii) hereof is sufficient to permit the exercise in
full of the Rights in accordance with Section 11(a)(ii) but the Board determines
that such exercise of the Rights will not afford adequate protection to the
stockholders of the Company and that stockholders should be given an option to
acquire a substitute for the Adjustment Shares, and subject to such limitations
as are necessary to prevent a default under any agreement for money borrowed to
which the Company is a party and to comply with applicable law, then the Board
shall: (A) determine the excess of (1) the value, based upon the current per
share market price of the Common Shares (determined pursuant to Section 11(d)
hereof), of the Adjustment Shares issuable upon the exercise of a Right (the
"CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD") and (B)
with respect to each Right, make adequate provision to substitute for, or
provide an election to acquire in lieu of, the Adjustment Shares, upon payment
of the applicable Purchase Price (which term shall include any reduced Purchase
Price) any combination of the following having an aggregate value equal to the
Current Value (such aggregate value to be determined by the Board based upon the
advice of a nationally recognized investment banking firm selected by the
Board): (1) a reduction in the Purchase Price, (2) Common Shares and/or other
equity securities of the Company (including, without limitation, shares or units
of shares of any series of preferred stock that the Board has deemed to have the
same value as Common Shares (such shares or units of share of preferred stock
hereinafter referred to as "COMMON SHARE EQUIVALENTS")) and/or (3) debt
securities of the Company and/or cash and other assets; PROVIDED, HOWEVER, that
if this Section 11(a)(iii) is applicable and the Company shall not have made
adequate provision to deliver value pursuant to clause (B) above within 30 days
following the first occurrence of a Triggering Event, then the Company shall be
obligated to deliver, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, Common Shares (to the extent available)
and then, if necessary, cash, which securities and/or cash in the aggregate are
equal to the Spread. If the Board shall determine in good faith that it is
likely that sufficient additional Common Shares could be authorized for issuance
upon exercise in full of the Rights, the 30 day period set forth above may be
extended to the extent necessary, but not more than 90 days following the first
occurrence of a Triggering Event, in order that the Company may seek stockholder
approval for the authorization of such additional shares (such period, as it may
be extended, the "SUBSTITUTION PERIOD"). If the Company determines that some
action needs to be taken pursuant to the first and/or second sentences of this
Section 11(a)(iii), the

<Page>

                                                                         17


Company (x) shall provide, subject to Section 7(e) hereof, that such action
shall apply uniformly to all outstanding Rights and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period in
order to seek any authorization of additional shares and/or to decide the
appropriate form of distribution to be made pursuant to such first sentence and
to determine the value thereof. In the event of any such suspension, the Company
shall issue a public announcement stating that the exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect. For purposes of this Section 11(a)(iii),
the value of the Common Shares shall be the current per share market price (as
determined pursuant to Section 11(d) hereof) of the Common Shares on the date of
the first occurrence of a Triggering Event.

                           (b) In case the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of Series A Preferred
Shares entitling them (for a period expiring within 45 calendar days after such
record date) to subscribe for or purchase Series A Preferred Shares (or shares
having the same rights, privileges and preferences as the Series A Preferred
Shares ("EQUIVALENT SHARES")) or securities convertible into Series A Preferred
Shares or equivalent shares at a price per Series A Preferred Share or
equivalent share (or having a conversion price per share, if a security
convertible into Series A Preferred Shares or equivalent shares) less than the
then current per share market price of the Series A Preferred Shares (as defined
in Section 11(d) hereof) on such record date, the Purchase Price to be in effect
after such record date shall be determined by multiplying the Purchase Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the number of Series A Preferred Shares outstanding on such
record date plus the number of Series A Preferred Shares that the aggregate
offering price of the total number of Series A Preferred Shares and/or
equivalent shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such
current market price and the denominator of which shall be the number of Series
A Preferred Shares outstanding on such record date plus the number of additional
Series A Preferred Shares and/or equivalent shares 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,
whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the holders of the Rights. Series A Preferred
Shares owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustments shall be
made successively whenever such a record date is fixed; and in the event that
such rights or warrants are not so issued, the Purchase Price shall be adjusted
to be the Purchase Price that would then be in effect if such record date had
not been fixed.

                           (c) In case the Company shall fix a record date for
the distribution to all holders of the Series A Preferred Shares (including any
such distribution made in connection with a consolidation or merger in which the
Company is the continuing or

<Page>

                                                                         18


surviving corporation) of any debt securities, cash or assets (other than a
regular quarterly cash dividend or a dividend payable in Series A Preferred
Shares) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
then current per share market price of the Series A Preferred Shares (as defined
in Section 11(d) hereof) on such record date, less the fair market value (as
determined in good faith by the Board, whose determination shall be described in
a statement filed with the Rights Agent and binding on the holders of Rights) of
the portion of the assets or debt securities so to be distributed or of such
subscription rights or warrants applicable to one Series A Preferred Share and
the denominator of which shall be such current per share market price of the
Series A Preferred Shares (as determined pursuant to Section 11(d) hereof). Such
adjustments shall be made successively whenever such a record date is fixed; and
in the event that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price that would then be in effect if such
record date had not been fixed.

                           (d) (i) For the purpose of any computation hereunder,
the "current per share market price" of the Common Shares on any date shall be
deemed to be the lesser of (x) the average of the daily closing prices per
Common Share for the 30 consecutive Trading Days immediately prior to such date
or (y) the average of the daily closing prices per Common Share for the 30
consecutive Trading Days immediately following such date; PROVIDED, HOWEVER,
that in the event that the current per share market price of the Common Shares
is determined during a period following the announcement by the issuer of such
Common Shares of a dividend or distribution on such Common Shares payable in
such Common Shares or securities convertible into such Common Shares (other than
the Rights), or any subdivision, combination or reclassification of such Common
Shares, and prior to the expiration of 20 Trading Days after the ex-dividend
date for such dividend or distribution, then, and in each such case, the current
market price shall be appropriately adjusted to reflect the current market price
per Common Share equivalent. The closing price for each day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange, if any, on
which the Common Shares are then listed or admitted to trading or, if the Common
Shares are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use, or, if on any such date the Common 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 Common
Shares selected by the Board. The term "TRADING DAY" shall mean a day on which
the principal national securities exchange or NASDAQ on which the Common Shares
are listed or traded or are admitted to trading is open for the transaction of
business or, if the Common Shares are not listed or admitted to trading on any
national securities exchange or NASDAQ, a Business Day.

<Page>

                                                                         19


                               (ii) For the purpose of any computation
hereunder, the "current per share market price" of the Series A Preferred Shares
shall be determined in the same manner as set forth above for Common Shares in
clause (i) of this Section 11(d). If the current per share market price of the
Series A Preferred Shares cannot be determined in the manner provided above, the
"current per share market price" of the Series A Preferred Shares shall be
conclusively deemed to be the current per share market price of the Common
Shares (appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof), multiplied by 1,000. If
neither the Common Shares nor the Series A Preferred Shares are publicly held or
so listed or traded, "current per share market price" shall mean the fair value
per share as determined in good faith by the Board, whose determination shall be
described in a statement filed with the Rights Agent and binding on the holders
of Rights.

                           (e) No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the Purchase Price; PROVIDED, HOWEVER, that any adjustments that by
reason of this Section 11(e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 11 shall be made to the nearest cent or the nearest one
one-hundredth of a Common Share or other share or one one-ten thousandth of a
Series A Preferred Share, as the case may be. Notwithstanding the first sentence
of this Section 11(e), any adjustment provided for in this Section 11 shall be
made no later than the earlier of (i) three years from the date of the
transaction that requires such adjustment or (ii) the Final Expiration Date.

                           (f) If as a result of an adjustment made pursuant to
Section 11(a) or Section 13(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any property, other securities (other
than shares of capital stock of the Company) or shares of capital stock of the
Company other than Series A Preferred Shares, thereafter the amount of such
property, other securities (other than shares of capital stock of the Company)
and the number of such other shares of capital stock so receivable upon exercise
of any Right (as well as any consideration to be paid therefor) 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 Series A Preferred Shares (and
the Purchase Price) contained in this Section 11, and the provisions of Sections
7, 9, 10 and 13 with respect to the Series A Preferred Shares shall apply on
like terms to any such property, other securities and other shares of capital
stock.

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

                           (h) Unless the Company shall have exercised its
election as provided in Section 11(i) hereof, upon each adjustment of the
Purchase Price as a result of the calculations made in Sections 11(b) and (c)
hereof, each Right outstanding immediately

<Page>

                                                                         20


prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-thousandth of a
Series A Preferred Share (calculated to the nearest one one-ten thousandth of a
Series A Preferred Share) obtained by (i) multiplying (x) the number of one
one-thousandth of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

                           (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in substitution
for any adjustment in the number of Series A Preferred Shares 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-thousandth
of a Series A Preferred Share for which a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of
the number of Rights shall become the number of Rights (calculated to the
nearest one-ten thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall
promptly notify the Rights Agent and make a public announcement of its election
to adjust the number of Rights and shall provide written notice of such election
to the Rights Agent, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date may
be the date on which the Purchase Price is adjusted or any day thereafter, but,
if the Right Certificates have been issued, shall be at least 10 days later than
the date of the public announcement. If Right Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing,
subject to Section 14 hereof, the additional Rights to which such holders shall
be entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment. Right Certificates so to be distributed shall be issued,
executed and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right Certificates on the
record date specified in the public announcement.

                           (j) Irrespective of any adjustment or change in the
Purchase Price or the number of Series A Preferred Shares issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price per one one-thousandth of a share and
the number of shares that were expressed in the initial Right Certificates
issued hereunder.

                           (k) Before taking any action that would cause an
adjustment reducing the Purchase Price below one one-thousandth of the then
stated value, if any, of the Series A Preferred Shares issuable upon exercise of
the Rights, the Company shall take any

<Page>

                                                                         21


corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
Series A Preferred Shares at such adjusted Purchase Price.

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

                           (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in its good faith judgment the Board shall
determine to be advisable in order that any (i) consolidation or subdivision of
the Series A Preferred Shares, (ii) issuance wholly for cash of any of the
Series A Preferred Shares at less than the current market price, (iii) issuance
wholly for cash of Series A Preferred Shares or securities that by their terms
are convertible into or exchangeable for Series A Preferred Shares, (iv)
dividends on Series A Preferred Shares payable in Series A Preferred Shares or
(v) issuance of rights, options or warrants referred to in this Section 11,
hereafter made by the Company to holders of its Series A Preferred Shares shall
not be taxable to such stockholders.

                           (n) The Company covenants and agrees that it shall
not, and shall not permit any Subsidiary, at any time after the Separation Date,
to (i) consolidate with, (ii) merge with or into or (iii) sell or transfer, in
one or more transactions, assets or earning power aggregating 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person, if at the time of or immediately after such consolidation,
merger or sale there are any rights, warrants or other instruments or securities
outstanding or agreements in effect that would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.

                           (o) The Company covenants and agrees that, after the
Separation Date, it will not, except as permitted by Section 23, Section 24,
Section 27 or Section 31 hereof, take (or permit any Subsidiary to take) any
action that at the time it is reasonably foreseeable will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the Rights;
PROVIDED, HOWEVER, that the issuance of additional Rights pursuant hereto,
including by action of the Board under Section 22 hereof, shall not be deemed to
violate this Section 11(o).

<Page>


                                                                        22


                           (p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Record Date (i) declare a dividend on the outstanding Common Shares payable
in Common Shares, (ii) subdivide the outstanding Common Shares or (iii)
combine the outstanding Common Shares into a smaller number of shares, the
number of Rights associated with each Common Share then outstanding, or
issued or delivered thereafter, shall be proportionately adjusted so that the
number of Rights thereafter associated (whether before or after the
Separation Date) with each Common Share following any such event shall equal
the result obtained by multiplying the number of Rights associated with each
Common Share immediately prior to such event by a fraction the numerator of
which shall be the total number of Common Shares outstanding immediately
prior to the occurrence of the event and the denominator of which shall be
the total number of Common Shares outstanding immediately following the
occurrence of such event. For purposes of this Section 11(p), any Common
Shares issued after the Separation Date that were not issued together with a
Right (pursuant to the Preamble hereto or by action of the Board pursuant to
Section 22 hereof) shall not be counted as outstanding.

                  SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR
NUMBER OF SHARES. Whenever an adjustment is made as provided in Sections 11
or 13 hereof, the Company shall (a) promptly prepare a certificate setting
forth such adjustment, and a brief, reasonably detailed statement of the
facts, computations and methodology of accounting for such adjustment, (b)
promptly file with the Rights Agent and with each transfer agent for the
Common Shares or the Series A Preferred Shares a copy of such certificate and
(c) mail a brief summary thereof to each holder of a Right Certificate (or,
if prior to the Separation Date, to each holder of a certificate representing
Common Shares) in accordance with Section 25 hereof. The Rights Agent shall
be fully protected in relying on any such certificate and on any adjustment
therein contained and shall have no duty with respect to and shall not be
deemed to have knowledge of any such adjustment unless and until it shall
have received such a certificate.

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

                           (a) In the event that, following a Shares
Acquisition Date and a Separation Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into, any other Person and
the Company shall not be the continuing or surviving corporation of such
consolidation or merger, (y) any Person shall consolidate with, or merge with
or into, the Company and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the Common Shares shall be changed
into or exchanged for stock or other securities of the Company or of any
other Person or cash or any other property, or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in a single transaction or a series of related
transactions, assets or earning power aggregating 50% or more of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to
any Person or Persons (other than the Company, any Subsidiary of the
Company), then, and in each such case, proper provision


<Page>


                                                                        23


shall be made so that (i) each holder of a Right, except as provided in
Section 7(e) hereof, shall thereafter have the right to receive, upon the
exercise thereof at the Purchase Price in effect as of the date of the
Section 13(a) Event, and in lieu of Series A Preferred Shares, such number of
validly authorized and issued, fully paid, nonassessable and freely tradeable
Common Shares of the Principal Party, not subject to any rights of first
refusal, redemption or repurchase, as shall be equal to the result obtained
by (1) multiplying such Purchase Price by the number of one one-thousandth of
a Series A Preferred Share for which a Right is exercisable as of the date of
the Section 13(a) Event and dividing that product (which, following the
Section 13(a) Event, shall thereafter be referred to as the "PURCHASE PRICE"
for all purposes of this Agreement) by (2) 50% of the current per share
market price (determined pursuant to Section 11(d) hereof) per Common Share
(or other securities or property as provided for herein) of such Principal
Party on the date of consummation of such consolidation, merger, sale or
transfer, (ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, sale or transfer, all the
obligations and duties of the Company pursuant to this Agreement, (iii) the
term "Company" 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 its Common Shares) in
connection with the consummation of any such transaction as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to its Common Shares thereafter
deliverable upon the exercise of the Rights, and (v) the provisions of
Sections 11(a)(ii) and 11(a)(iii) hereof shall thereafter be of no effect
following the occurrence of a Section 13(a) Event.

                           (b) "PRINCIPAL PARTY" shall mean:

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

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

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


<Page>


                                                                        24


                           (c) The Company shall not consummate any such
consolidation, merger, sale or transfer unless the Principal Party shall have
a sufficient number of authorized Common Shares, which have not been issued
or reserved for issuance, to permit the exercise in full of the Rights in
accordance with this Section 13 and unless prior thereto the Company and such
Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in paragraphs (a)
and (b) of this Section 13 and further providing that, as soon as practicable
after the date of any consolidation, merger or sale of assets mentioned in
paragraph (a) of this Section 13, 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, and will use
its best efforts to cause such registration statement to (A) become effective
as soon as practicable after such filing and (B) remain effective (with a
prospectus at all times meeting the requirements of the Act) until the Final
Expiration Date; and

                                    (ii) deliver to holders of the Rights
historical financial statements for the Principal Party and each of its
Affiliates that comply in all respects with the requirements for registration
on Form 10 under the Exchange Act. The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other
transfers. In the event that one 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 that have not theretofore
been exercised shall thereafter become exercisable in the manner described in
Section 13(a).

                  SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

                           (a) The Company shall not be required to issue
fractions of Rights, except prior to the Separation Date as provided in
Section 11(p) hereof, or to distribute Right Certificates that evidence
fractional Rights. In lieu of such fractional Rights, there shall be paid to
the registered holders of the Right Certificates with regard to which such
fractional Rights would otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole Right. For the purposes
of this Section 14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date
on which such fractional Rights would have been otherwise issuable. The
closing price for any day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed
on the principal national securities exchange, if any, on which the Rights
are then listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported by NASDAQ or such other system
then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by
a


<Page>


                                                                        25


professional market maker making a market in the Rights selected by the
Board. If on any such date the Rights are not publicly held or so listed or
traded, the current market value of a whole Right shall mean the fair value
of a whole Right as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent
and binding on the holders of Rights.

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

                           (c) Following the occurrence of a Triggering
Event, the Company shall not be required to issue fractions of Common Shares
upon exercise of the Rights or to distribute certificates that evidence
fractional Common Shares. In lieu of fractional Common Shares, the Company
may pay to the registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Common Share. For purposes of
this Section 14(c), the current market value of one Common Share shall be the
closing price of one Common Share (as determined pursuant to Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of such exercise.

                           (d) The holder of a Right, by the acceptance of
the Rights, expressly waives his right to receive any fractional Rights or
any fractional shares upon exercise of a Right, except as otherwise set forth
herein.

                           (e) The Rights Agent shall have no duty or
obligation with respect to this Section 14 unless and until it has received
specific instructions (and sufficient cash, if required) from the Company
with respect to its duties and obligations under such Sections.

                  SECTION 15. RIGHTS OF ACTION. All rights of action in
respect of this Agreement, excepting the rights of action given to the Rights
Agent under Section 18 hereof, are


<Page>


                                                                        26


vested in the respective registered holders of the Right Certificates (and,
prior to the Separation Date, the registered holders of any certificate
representing Common Shares); and any registered holder of any Right
Certificate (or, prior to the Separation Date, of any other certificate
representing Common Shares), without the consent of the Rights Agent or of
the holder of any other Right Certificate (or, prior to the Separation Date,
of the Common Shares), may, in his own behalf and for his own benefit,
enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner
provided in such Right Certificate and in this Agreement. Without limiting
the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and will be entitled
to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of the obligations of any Person
subject to, this Agreement.

                  SECTION 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a
Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:

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

                           (b) after the Separation Date, the Right
Certificates are transferable (subject to Section 7(e)) 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 with appropriate forms and certificates fully
executed; and

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

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


<Page>


                                                                        27


                  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 the
Series A Preferred Shares, or any other securities of the Company, that may
at any time be issuable on the exercise of the Rights represented thereby,
nor shall anything contained herein or in any Right Certificate be construed
to confer upon the holder of any Right Certificate, as such, any of the
rights of a stockholder of the Company, including, without limitation, any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive
dividends or other distributions or subscription rights, or otherwise, until
the Right or Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof.

                  SECTION 18. CONCERNING THE RIGHTS AGENT.

                           (a) The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from
time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the preparation, delivery,
amendment, administration and execution of this Agreement and the exercise
and performance of its duties hereunder. The Company also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss, liability,
damage, judgment, ruling (interlocutory or final), fine, penalty, claim,
demand, settlement (but with respect to any settlement only with the
Company's prior consent, which shall not be unreasonably withheld), cost or
expense, incurred without gross negligence, bad faith or willful misconduct
on the part of the Rights Agent, for any action taken, suffered or omitted by
the Rights Agent in connection with the acceptance and administration of this
Agreement, including, without limitation the costs and expenses of defending
against any claim of liability in the premises. The indemnity provided herein
shall survive the termination of this Agreement and the termination and
expiration of the Rights. The costs and expenses incurred in enforcing this
right of indemnification shall be paid by the Company. Anything to the
contrary notwithstanding, in no event shall the Rights Agent be liable for
special, punitive, 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 possibility of such loss or damage. Any
liability of the Rights Agent under this Rights Agreement will be limited to
the amount of fees paid by the Company to the Rights Agent hereunder.

                           (b) The Rights Agent shall be fully indemnified
against, shall be protected from, and shall incur no liability or expense
(including without limitation attorneys' fees and expenses) for, or in
respect of, any action taken, suffered or omitted by it in connection with,
the acceptance and administration of this Agreement in reliance upon any
Right Certificate or certificate for the Series A Preferred Shares or Common
Shares or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, instruction, consent, certificate, statement or other paper or
document believed by it to be genuine and to be


<Page>


                                                                        28


signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons, or otherwise upon the advice of its counsel as set
forth in Section 20 hereof. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained. The
Rights Agent shall not be deemed to have any duty or notice unless and until
the Company has provided the Rights Agent with written notice.

                  SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT.

                           (a) Any Person into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any Person resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any Person
succeeding to the stockholder services 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, HOWEVER, that such Person
would be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the
name of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and
in this Agreement.

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

                  SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent
undertakes the duties and obligations, and only the duties and obligations,
expressly imposed by this Agreement (and no implied duties or obligations)
upon the following terms and conditions, by all of which the Company and the
holders of Right Certificates, by their acceptance thereof, shall be bound:

                           (a) The Rights Agent may consult with legal
counsel (who may be legal counsel for the Company), and the written advice or
opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent and the Rights Agent shall incur no liability
for, or in respect of, any action taken, suffered, or omitted by it in good
faith and in accordance with such written advice or opinion.


<Page>


                                                                        29


                           (b) Whenever in the performance of its duties
under this Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to
taking, suffering or omitting any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate
signed by any one of the Chairman of the Board, the Chief Executive Officer,
the President, any Vice President, the Treasurer or the Secretary of the
Company and delivered to the Rights Agent; and such certificate shall be full
authorization and protection to the Rights Agent and the Rights Agent shall
incur no liability for, or in respect of, for any action taken, suffered or
omitted in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

                           (c) The Rights Agent shall be liable hereunder to
the Company and any other Person only for its own gross negligence, bad faith
or willful misconduct (as finally determined by a court of competent
jurisdiction). Anything in this Agreement to the contrary notwithstanding, in
no event shall the Rights Agent be liable for special, punitive, indirect,
incidental or consequential loss or damage of any kind whatsoever (including,
but not limited to, lost profits), even if the Rights Agent has been advised
of the possibility 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 Company only.

                           (e) The Rights Agent shall not be under any
responsibility or liability in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution hereof by the
Rights Agent) or in respect of the validity or execution of any Right
Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right Certificate; nor shall it be
responsible for any adjustment required under the provisions of Section 11 or
Section 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 actual notice of 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 Series A Preferred Shares to be
issued pursuant to this Agreement or any Right Certificate or as to whether
any Series A Preferred Shares will, when issued, be validly authorized and
issued, fully paid and nonassessable.

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


<Page>


                                                                        30


                           (g) The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance of its duties
hereunder from any one of the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President, the Secretary or the Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and such instructions shall be full authorization
and protection to the Rights Agent and the Rights Agent shall incur no
liability for, or in respect of, any action taken, suffered or omitted by it
in good faith in accordance with instructions of any such officer. The Rights
Agent may conclusively rely on the most recent instructions given by any such
officer.

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

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

                           (j) No provision of this Agreement shall require
the Rights Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in
the exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.

                           (k) If, with respect to any Right Certificate
surrendered to the Rights Agent for exercise or transfer, the certificate
attached to the form of assignment or form of election to purchase, as the
case may be, has either not been completed or indicates an affirmative
response to clause 1 and/or 2 on such certificate attached to the form of
assignment or form of election to purchase, the Rights Agent shall not take
any further action with respect to such requested exercise or transfer
without first consulting with the Company.

                  SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares and Series A Preferred Shares by
registered or certified mail. In such event, the Company shall give written
notice of such resignation to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any


<Page>


                                                                        31


successor Rights Agent upon 30 days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares and Series A Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the
Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who
shall, with such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to
any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) a Person organized and doing business under the
laws of the United States or of any state of the United States, in good
standing, that is subject to supervision or examination by federal or state
authority and that has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000, or (b) an Affiliate of
a Person described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall deliver
and transfer to the successor Rights Agent any property at the time held by
it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any
such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares and
Series A Preferred Shares, and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                  SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of the Rights to
the contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by the Board to reflect any
adjustment or change in the Purchase Price per share and the number or kind
or class of shares or other securities or property purchasable under the
Right Certificates made in accordance with the provisions of this Agreement.
In addition, the Company may, if deemed necessary or appropriate by the
Board, issue Right Certificates in connection with the issuance or sale of
Common Shares following the Separation Date.

                  SECTION 23. REDEMPTION.

                           (a) The Board may, at its option, at any time
prior to the earlier of (A) the Separation Date or (B) the Final Expiration
Date, redeem all but not less than all of the then outstanding Rights at a
redemption price of $0.001 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the
"REDEMPTION


<Page>


                                                                        32


PRICE").

                           (b) In the case of a redemption permitted under
Section 23(a) hereof, immediately upon the action of the Board ordering the
redemption of the Rights, evidence of which shall have been filed with the
Rights Agent and without any further action and without any notice, the right
to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. Within 10 days
after the action of the Board ordering the redemption of the Rights, the
Company shall give notice of such redemption to the holders of the then
outstanding Rights (in case of notice to holders) 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 Separation Date, on the registry
books of the Transfer Agent for the Common Shares; provided, however, that
the failure to give, or any defect in, such notice shall not affect the
validity of such redemption. Any notice that is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of redemption shall state the method by which the
payment of the Redemption Price will be made.

                  SECTION 24. EXCHANGE.

                           (a) The Board may, at its option, at any time
after the right of the Company to redeem the Rights has expired, 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 Common Shares at an exchange ratio of one Common
Share per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such
exchange ratio being hereinafter referred to as the "EXCHANGE RATIO").
Notwithstanding the foregoing, the Board shall not be empowered to effect
such exchange at any time after any Person (other than any Caxton-Iseman
Stockholder, the Company, any Subsidiary or the Company, any employee benefit
plan of the Company or any such Subsidiary, or Person organized, appointed or
established by the Company for or pursuant to the terms of any such plan),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of [50%] or more of the Common Shares then outstanding.

                           (b) Immediately upon the action of the Board
ordering the exchange of any Rights pursuant to Section 24(a) hereof and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of the holders of such
Rights shall be to receive that number of Common Shares equal to the number
of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give written notice to the Rights Agent and public
notice of any such exchange; PROVIDED, HOWEVER, that failure to give, or any
defect in, such notice shall not affect the validity of such exchange. The
Company promptly shall mail a notice of any such exchange to the Rights Agent
and 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 that 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 Common Shares for Rights will be effected
and, in the event of any partial


<Page>


                                                                        33


exchange, the number of Rights that will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
that have become void pursuant to the provisions of Section 7(e) hereof) held
by each holder of Rights.

                           (c) In any exchange pursuant to this Section 24,
the Company, at its option, may substitute Series A Preferred Shares for
Common Shares at the rate of one one-thousandth of a Series A Preferred Share
for each Right.

                           (d) The Company shall not be required to issue
fractions of Common Shares or to distribute certificates that evidence
fractional Series A Preferred Shares (except as hereinafter provided) or
fractional Common Shares, but if the exchange is for Series A Preferred
Shares, the Company shall be obligated to issue fractional shares so long as
any fraction of a Series A Preferred Share so to be issued is at least equal
to one one-thousandth of a Series A Preferred Share. In lieu of such
fractional shares, the Company shall pay to the registered holders of the
Rights Certificates with regard to which such fractional shares would
otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole share. For the purposes of this Section
24(d), (i) the current market value of a whole Common Share shall be the per
share market price determined in accordance with Section 11(d)(i) hereof as
of the day immediately following the day of the public announcement by the
Company that an exchange is to be effected pursuant to this Section 24 and
(ii) the current market value of a Series A Preferred Share or fraction of a
Series A Preferred Share shall be the current market value on such day of a
Series A Preferred Share (or fraction of a Series A Preferred Share) as
determined in accordance with Section 11(d)(ii) hereof.

                  SECTION 25. NOTICE OF CERTAIN EVENTS.

                           (a) In case the Company shall propose, at any time
after the Separation Date, (i) to pay any dividend payable in stock of any
class to the holders of Series A Preferred Shares or to make any other
distribution to the holders of Series A Preferred Shares (other than a
regular quarterly cash dividend), (ii) to offer to the holders of its Series
A Preferred Shares rights or warrants to subscribe for or to purchase any
additional Series A Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of
Series A Preferred Shares (other than a reclassification involving only the
subdivision of outstanding Series A Preferred Shares), (iv) to effect any
consolidation or merger into or with, or to effect any sale or other transfer
(or to permit one or more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person, or (v) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to the Rights
Agent and each holder of a Right Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend, or
distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up is to take place and the date of participation
therein by the holders of the Common Shares and/or


<Page>


                                                                        34


Series A Preferred Shares, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (i) or (ii)
above at least 20 days prior to the record date for determining holders of
the Series A Preferred Shares for purposes of such action, and in the case of
any such other action, at least 20 days prior to the date of the taking of
such proposed action or the date of participation therein by the holders of
the Common Shares and/or Series A Preferred Shares, whichever shall be the
earlier.

                           (b) In case of the occurrence of a Section
11(a)(ii) Event, then, in any such case, (i) the Company shall as soon as
practicable thereafter give to the Rights Agent and each holder of a Right
Certificate, to the extent feasible and in accordance with Section 26 hereof,
a notice of the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section 11(a)(ii),
and (ii) all references in the preceding paragraph to Series A Preferred
Shares shall be deemed thereafter to refer to Common Shares and/or, if
appropriate, other securities.

                  SECTION 26. NOTICES. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

                           Anteon International Corporation
                           3211 Jermantown Road
                           Suite 700
                           Fairfax, VA 22030-2801
                           Attention: Secretary

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

                           [Rights Agent]
                           [address]
                           Attention: General Counsel

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

                  SECTION 27. SUPPLEMENTS AND AMENDMENTS. The Company may
from time to time supplement or amend this Agreement without the approval of
any holders of Right Certificates in order to cure any ambiguity, to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein,


<Page>


                                                                        35


or to make any other provisions with respect to the Rights which the Company
may deem necessary or desirable, any such supplement or amendment to be
evidenced by a writing signed by the Company and, if such supplement or
amendment affects the rights, duties or obligations of the Rights Agent, the
Rights Agent; PROVIDED, HOWEVER, that (i) the Rights Agent cannot be required
to change or amend its duties and obligations under this Agreement, (ii) this
Agreement shall not be amended in any manner that would adversely affect the
interests of any Caxton-Iseman Stockholder, and (iii) from and after such
time as there is a Shares Acquisition Date and a Separation Date, this
Agreement shall not be amended in any manner which would adversely affect the
interests of the holders of Rights. Upon the delivery of a certificate from
an appropriate officer of the Company, which states that the proposed
supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment.

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

                  SECTION 29. DETERMINATIONS AND ACTIONS BY THE BOARD. The
Board shall have the exclusive power and authority to administer the
provisions of this Agreement and to exercise all rights and powers
specifically granted to the Board or the Company, or as may be necessary or
advisable in the administration of this Agreement. All such actions,
calculations, interpretations and determinations that are done or made by the
Board, in good faith, shall be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights and all other parties and shall
not subject the Board to any liability to the holders of the Rights.

                  SECTION 30. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Separation Date, the Common Shares) any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent
and the registered holders of the Right Certificates (and, prior to the
Separation Date, the Common Shares).

                  SECTION 31. 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; PROVIDED, HOWEVER, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
unenforceable and the Board determines in its good faith judgment that
severing the invalid language from this Agreement would adversely affect the
purpose or effect of this Agreement, the right of redemption set forth in
Section 23 hereof shall be reinstated and shall not expire until the close of
business on the tenth day following the date of such determination by the
Board.


<Page>


                                                                        36


                  SECTION 32. GOVERNING LAW. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware, and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State; and any provision of
this Agreement and each such Right Certificate relating to the internal
corporate governance or other affairs of the Company shall be governed by and
construed in accordance with the laws of the State of Delaware.

                  SECTION 33. CONSEQUENTIAL DAMAGES. Neither party to this
Agreement shall be liable to the other party or any other Person for
consequential damages.

                  SECTION 34. 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 35. DESCRIPTIVE HEADINGS. Descriptive headings of
the several Sections of this Agreement are inserted for convenience of
reference only and shall not control or affect the meaning or construction of
any of the provisions hereof.

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

                                     ANTEON INTERNATIONAL CORPORATION


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



                                     [RIGHTS AGENT]


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


<Page>

                                                                            37

                                                                     EXHIBIT A

                                      FORM

                                       OF

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                            SERIES A PREFERRED STOCK

                                       OF

                        ANTEON INTERNATIONAL CORPORATION

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

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

                  Anteon International Corporation, a corporation organized
and existing under the General Corporation Law of the State of Delaware
(hereinafter called the "CORPORATION"), hereby certifies that the following
resolution was adopted by the Board of Directors of the Corporation
(hereinafter called the "BOARD OF DIRECTORS" or the "BOARD") as required by
Section 151 of the General Corporation Law at a meeting duly called and held
on [February __,] 2002:

                  RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors in accordance with the provisions of the
Amended and Restated Certificate of Incorporation of the Corporation, the
Board of Directors hereby creates a series of Preferred Stock, par value
$0.01 per share, of the Corporation, and hereby states the designation and
number of shares, and fixes the relative rights, preferences, and limitations
thereof (in addition to the provisions set forth in the Amended and Restated
Certificate of Incorporation which are applicable to the Preferred Stock of
all classes and series) as follows:

                  SECTION 1. DESIGNATION AND AMOUNT. The shares of such
series shall be designated as "Series A Preferred Stock" (the "SERIES A
PREFERRED STOCK") and the number of shares constituting the Series A
Preferred Stock shall be [ ]. Such number of shares may be increased or
decreased by resolution of the Board of Directors; PROVIDED, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number
less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights and
warrants and upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

                  SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

<Page>

                                                                            38

                           (A) Subject to the rights of the holders of any
shares of any series of Preferred Stock (or any similar stock) ranking prior
and superior to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to the holders
of Common Stock, par value $0.01 per share (the "COMMON STOCK"), of the
Corporation, and of any other junior stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first
day of March, June, September and December in each year (each such date being
referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent), subject to the provisions for adjustment set
forth in Section 8 equal to the greater of (a) $[0.01] or (b) subject to the
provision for adjustment hereinafter set forth, 1000 times the aggregate per
share amount of all cash dividends, and 1000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock.

                           (B) If a dividend is declared on the Common Stock,
the Corporation shall declare a dividend or distribution on the Series A
Preferred Stock as provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other than
a dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $[0.01] per share
on the Series A Preferred Stock shall nevertheless be declared and shall be
payable on such subsequent Quarterly Dividend Payment Date.

                           (C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution


<Page>

                                                                            39

declared thereon, which record date shall be not more than 60 days prior to
the date fixed for the payment thereof.

                  SECTION 3. VOTING RIGHTS. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                           (A) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock shall entitle
the holder thereof to 1000 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the number of votes
per share to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

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

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

                  SECTION 4. CERTAIN RESTRICTIONS.

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

                                    (i) declare or pay dividends, or make any
other distributions, on 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, or make
any other distributions, on any shares of stock ranking on a parity (either
as to dividends or upon

<Page>

                                                                            40

liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then entitled;

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

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

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

                  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 canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock subject to the conditions and restrictions
on issuance set forth herein, in the Amended and Restated Certificate of
Incorporation, or in any other Certificate of Designations creating a series
of Preferred Stock or any similar stock or as otherwise required by law.

                  SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation (which shall no
include any transaction covered by Section 7), no distribution shall be made
(1) to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred
Stock shall have received $1000 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to
the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment set forth in Section 8, equal to 1000
times the aggregate amount to be

<Page>

                                                                            41

distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and
all such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.

                  SECTION 7. CONSOLIDATION, MERGER, ETC. In case the
Corporation shall enter into any consolidation, merger, combination, exchange
or other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then
in any such case each share of Series A Preferred Stock shall at the same
time be similarly exchanged or changed into an amount per share, subject to
the provision for adjustment set forth in Section 8, equal to 1000 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged.

                  SECTION 8. EFFECT OF COMMON STOCK SPLITS, ETC. In the event
the Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under Sections 2, 6 or 7
shall be adjusted by multiplying each such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  SECTION 9. NO REDEMPTION. The shares of Series A Preferred
Stock shall not be redeemable.

                  SECTION 10. RANK. The Series A Preferred Stock shall rank
junior to all other series of Preferred Stock of the Corporation as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, unless the terms of any such series shall provide
otherwise, and shall rank senior to the Common Stock as to such matters.

                  SECTION 11. RESERVATION. The Corporation shall at all times
reserve and keep available out of its authorized and unissued shares of
Common Stock, solely for issuance upon the conversion of the Series A
Preferred Stock, free from any preemptive rights or other obligations such
number of shares of Common Stock as shall from time to time be issuable upon
the conversion of all of the Series A Preferred Stock outstanding.

                  SECTION 12. AMENDMENT. The Amended and Restated Certificate
of Incorporation of the Corporation shall not be amended in any manner which
would

<Page>

                                                                            42

materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of Series A Preferred Stock, voting together as a single class.

                  IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its [Title] and attested by its
Secretary this ____ day of February 2002.

                                     ANTEON INTERNATIONAL CORPORATION


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

Attest:


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


<Page>

                                                                            43


                                                                       EXHIBIT B





                           [FORM OF RIGHT CERTIFICATE]


Certificate No. R-         __________ Rights


NOT EXERCISABLE AFTER [FEBRUARY __, 2012] OR EARLIER IF REDEEMED OR EXCHANGED BY
THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
(AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND
ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO
WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS
RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]2


                                RIGHT CERTIFICATE

                        ANTEON INTERNATIONAL CORPORATION


                  This certifies that , or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of [February __, 2002] (the "RIGHTS AGREEMENT"), between
ANTEON INTERNATIONAL CORPORATION, a Delaware corporation (the "COMPANY"), and
[RIGHTS AGENT], a [ ] (the "RIGHTS AGENT"), to purchase from the Company at any
time after the


--------------------------
3   The portion of the legend in brackets shall be inserted if applicable and
    shall replace the preceding sentence.

<Page>

                                                                            44


Separation Date (as such term is defined in the Rights Agreement) and prior
to the close of business (5:00 PM New York time) on [February __, 2012], at
the office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-thousandth of a fully paid, nonassessable
share of Series A Preferred Stock, par value $0.01 per share ("SERIES A
SHARE") of the Company, at a purchase price of $[ ] per one one-thousandth of
a share (the "PURCHASE PRICE"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase and related Certificate
duly executed. The number of rights evidenced by this Right Certificate (and
the number of shares that may be purchased upon exercise thereof) set forth
above, and the Purchase Price per share set forth above, are the number and
Purchase Price as of [date of Rights Agreement] based on the Series A Shares
as constituted at such date.

                  Upon the occurrence of a Triggering Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Right
Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (b) a transferee of any such Acquiring Person, Associate or
Affiliate or (c) under certain circumstances specified in the Rights Agreement,
a transferee of a person or entity who, after such transfer, became an Acquiring
Person, such Rights shall become null and void and no holder hereof shall have
any right with respect to such rights from and after the occurrence of any such
Triggering Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of Series A Shares or other securities or other property
that 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.

                  The Board may, at its option, at any time after the right of
the Company to redeem the Rights has expired, exchange all or part of the then
outstanding and exercisable Rights (other than those held by the Acquiring
Person and Affiliates and Associates of the Acquiring Person) for Common Shares
(as such term is defined in the Rights Agreement) at an exchange ratio of one
Common Share per Right, as adjusted. Immediately upon the action of the Board
ordering an exchange of the Rights, the Rights affected by such order will no
longer be exercisable and thereafter the only right of the holders of such
Rights will be to receive the Common Shares issuable by the Company in exchange
for such Rights.

                  This Right Certificate is subject to all of the terms,
covenants and restrictions of the Rights Agreement, which terms, covenants and
restrictions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates,
which limitations of rights include the temporary suspension of the
exercisability of such Rights for not more than 90 days at the election of the
Company and under certain circumstances specified in such Rights Agreement.
Copies of the Rights Agreement are on file at the office of the Rights Agent and
are also

<Page>

                                                                            45


available upon written request to the Company.

                  This Right Certificate, with or without other Right
Certificates, upon surrender at the office or offices of the Rights Agent
designated for such purpose, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of Series A Shares as the Rights evidenced
by the Right Certificate or Right Certificates surrendered shall have entitled
such holder to purchase. If the Rights evidenced by 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 at a redemption price of $0.001
per Right at any time prior to the earlier of (A) the Separation Date (as such
term is defined in the Rights Agreement) or (B) the Final Expiration Date (as
such term is defined in the Rights Agreement). Immediately upon the action of
the Board ordering redemption of the Rights, the Rights will no longer be
exercisable; and, thereafter the only right of the holders of the Rights
evidenced hereby will be to receive the Redemption Price.

                  The terms of the Rights evidenced by this Certificate may be
supplemented or amended without the approval of any holder of the Rights (or the
Common Shares) as set forth in the Rights Agreement.

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

                  No holder of this Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
Series A Shares or of any other securities of the Company that may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company, including, without limitation,
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Rights Agreement), or to receive
dividends or other distributions or subscription rights, or otherwise, until the
Right or Rights evidenced by this Right Certificate shall have been exercised as
provided in the Rights Agreement.

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

<Page>

                                                                            46


                  WITNESS the facsimile signatures of the proper officers of the
Company.

Dated:  ___________, 20__



                                     ANTEON INTERNATIONAL CORPORATION


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



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



                                                (Corporate Seal)
Countersigned

[RIGHTS AGENT]
as Rights Agent


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

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                                                                            47

                   [Form of Reverse Side of Right Certificate]



                               FORM OF ASSIGNMENT



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



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

Dated:  _______________, 20__



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

Signature Guaranteed:


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                                                                            48


                                   CERTIFICATE


                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

                  (ii) 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 of an Acquiring Person.

Dated:  _____________, 20__                 _________________________
                                                   Signature


                                     NOTICE


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


<Page>

                                                                            49


                          FORM OF ELECTION TO PURCHASE


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


To: ANTEON INTERNATIONAL CORPORATION


                  The undersigned hereby irrevocably elects to exercise
_________ Rights represented by this Right Certificate to purchase the Series A
Shares (or fractions thereof) issuable upon the exercise of such Rights (or such
other securities of the Company or of any other entity that may be issuable upon
the exercise of the Rights) and requests that certificates for such shares be
issued in the name of:

Please insert social security
or other identifying number:  ________________________________________________
                                       (Please print name and address)
------------------------------------------------------------------------------


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


<Page>

                                                                            50


Please insert social security
or other identifying number:  _______________________________________________
                                      (Please print name and address)
------------------------------------------------------------------------

Dated:  __________________, 20__


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

Signature Guaranteed:


                                   CERTIFICATE


                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Rights evidenced by this Right Certificate [ ] are [ ]
are not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined in the Rights Agreement);

                  (2) to the best knowledge of the undersigned, it [ ] did [ ]
not acquire the Rights evidenced by this Right Certificate from any Person who
is, was or became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.

Dated:  ________________, 20__

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


<Page>

                                                                            51

                                     NOTICE


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


<Page>

                                                                            52

                                                                     EXHIBIT C

                        ANTEON INTERNATIONAL CORPORATION

                 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES

                  On February __, 2002, the Board of Directors of our
Company, Anteon International Corporation, a Delaware corporation, declared a
dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $0.01 per share. The dividend is
payable on [date] to the stockholders of record on [record date].

                  In general terms, the Rights Plan works by imposing a
significant penalty upon any person or group which, acquires 15% or more of
our outstanding common stock without the approval of our Board. The Rights
Plan will not interfere with any merger or other business combination
approved by our Board.

                  For those interested in the specific terms of the Rights
Plan as set forth in an agreement between our Company and [Rights Agent], as
the Rights Agent, as of [February __, 2002], we provide the following summary
description. Please note, however, that this description is only a summary,
and is not complete, and should be read together with the entire Rights
Agreement, which has been filed with the Securities and Exchange Commission
as an exhibit to a Registration Statement on Form S-1 dated [ ] 2002. A copy
of the agreement is available free of charge from our Company.

                  THE RIGHTS. Our Board authorized the issuance of a Right
with respect to each issued and outstanding share of common stock on
[record date]. The Rights will initially trade with, and will be inseparable
from, the common stock. The Rights are evidenced only by certificates that
represent shares of common stock. New Rights will accompany any new shares of
common stock we issue after [record date] until the earliest of the
Separation Date, the expiration or the redemption of the Rights, as described
below.

                  EXERCISE PRICE. Each Right will allow its holder to
purchase from our Company one one-thousandth of a share of Series A Preferred
Stock ("Preferred Share") for $[ ], once the Rights become exercisable. This
portion of a Preferred Share will give the stockholder approximately the same
dividend and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.

                  EXERCISABILITY.  The Rights will not be exercisable until

                  o Ten (10) business days after the public announcement that
a person or group (other than members of the Caxton-Iseman group or any of
their permitted transferees) has become an "Acquiring Person" by obtaining
beneficial ownership of 15% or more of our outstanding common stock, or, if
earlier,

<Page>

                                                                            53

                  o Fifteen (15) business days (or a later date determined by
our Board before any person or group becomes an Acquiring Person) after a
person or group (other than members of the Caxton-Iseman group or any of
their permitted transferees) begins a tender or exchange offer, which, if
consummated, would result in that person or group becoming an Acquiring
Person.

                  We refer to the date when the Rights become exercisable as
the "Separation Date." Until that date, the common stock certificates will
also evidence the Rights, and any transfer of shares of common stock will
constitute a transfer of Rights. After that date, the Rights will separate
from the common stock and be evidenced by book-entry credits or by Rights
certificates that we will mail to all eligible holders of common stock. Any
Rights held by an Acquiring Person are void and may not be exercised.

CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON

         o FLIP IN. If a person or group becomes an Acquiring Person, all
holders of Rights except the Acquiring Person may, after the Separation Date,
for $[ ], purchase shares of our common stock with a market value of $[ ],
based on the market price of the common stock prior to such acquisition.

         o FLIP OVER. If our Company is later acquired in a merger of similar
transaction after the Separation Date, all holders of Rights except the
Acquiring Person may, for $[ ], purchase shares of the acquiring corporation
with a market value of $[ ], based on the market price of the acquiring
corporation's stock, prior to such merger.

PREFERRED SHARE PROVISIONS

Each one one-thousandth of a Preferred Share, if issued:

                  o Will not be redeemable.

                  o Will entitle holders to a preferential dividend equal to
the value of any dividend paid on one share of common stock.

                  o Will entitle holders upon liquidation to receive $1.00
per share or an amount equal to the payment made on one share of common
stock, whichever is greater.

                  o Will have the same voting power as one share of common
stock.

                  o If shares of our common stock are exchanged in a merger,
consolidation, or a similar transaction, will entitle holders to a per share
payment equal to the payment made on one share of common stock.

The value of one one-thousandth interest in a Preferred Share should
approximate the value of one share of common stock.

<Page>

                                                                            54

EXPIRATION.  The Rights will expire on [February [ ], 2012].

REDEMPTION. Our Board may redeem the Rights for $0.001 per Right at any time
before a Separation Date. If our Board redeems any Rights, it must redeem all
of the Rights. Once the Rights are redeemed, the only right of the holders of
Rights will be to receive the redemption price of $0.001 per Right. The
redemption price will be adjusted if we have a stock split or stock dividends
of our common stock.

EXCHANGE. After the right of our Board to redeem the rights has expired, but
before an Acquiring Person owns 50% or more of our outstanding common stock,
our Board may extinguish the Rights by exchanging one share of common stock
for each Right, other than Rights held by the Acquiring Person.

ANTI-DILUTION PROVISIONS. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend,
a stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the purchase price of less than 1% will be made.

AMENDMENTS. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, the Rights
Agreement may not be amended in any way that adversely affects any members of
the Caxton-Iseman group or their permitted transferees. After a person or
group becomes an Acquiring Person, and there is a Separation Date, our Board
may not amend the agreement in a way that adversely affects the holders of
the Rights.

<Page>

                                                                            55

                                TABLE OF CONTENTS

<Table>
<Caption>
SECTION                                                                                               PAGE
-------                                                                                               ----
<S>          <C>                                                                                      <C>
Section 1.   Certain Definitions.......................................................................  2

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

Section 3.    Issue of Right Certificates..............................................................  7

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

Section 5.    Countersignature and Registration........................................................  9

Section 6.    Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
                Destroyed, Lost or Stolen Right Certificates........................................... 10

Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights............................. 11

Section 8.   Cancellation and Destruction of Right Certificates........................................ 13

Section 9.    Reservation and Availability of Series A Preferred Shares;
                Registration........................................................................... 13

Section 10.  Series A Preferred Shares Record Date..................................................... 14

Section 11.  Adjustment of Purchase Price, Number and Kind of
                Shares or Number of Rights............................................................. 15

Section 12.   Certificate of Adjusted Purchase Price or Number of Shares............................... 22

Section 13.   Consolidation, Merger or Sale or Transfer of Assets
                or Earning Power....................................................................... 22

Section 14.   Fractional Rights and Fractional Shares.................................................. 24

Section 15.   Rights of Action......................................................................... 25

Section 16.   Agreement of Right Holders............................................................... 26

Section 17.   Right Certificate Holder Not Deemed a Stockholder........................................ 26

Section 18.   Concerning the Rights Agent.............................................................. 27

Section 19.   Merger or Consolidation or Change of Name of Rights Agent................................ 27

Section 20.   Duties of Rights Agent................................................................... 28

<Page>

                                                                                                        56

Section 21.   Change of Rights Agent................................................................... 29

Section 22.   Issuance of New Right Certificates....................................................... 29

Section 23.   Redemption............................................................................... 29

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

Section 25.   Notice of Certain Events................................................................. 29

Section 26.   Notices.................................................................................. 29

Section 27.   Supplements and Amendments............................................................... 29

Section 28.   Successors............................................................................... 29

Section 29.   Determinations and Actions by the Board ................................................. 29

Section 30.   Benefits of this Agreement............................................................... 29

Section 31.   Severability............................................................................. 29

Section 32.   Governing Law............................................................................ 29

Section 33.   Consequential Damages.................................................................... 29

Section 34.   Counterparts............................................................................. 29

Section 35.   Descriptive Headings..................................................................... 29
</Table>

Exhibits

A.    Certificate of Designations in respect of Series A Preferred Stock
B.    Form of Right Certificate
C.    Summary of Rights to Purchase Series A Preferred Stock