<PAGE>   1
                                                        EXHIBIT 4.1

                                RIGHTS AGREEMENT

                            dated as of June 27, 2001

                                     between

                          THE MIIX GROUP, INCORPORATED

                                       and

                                 EQUISERVE, L.P.

                        and its wholly-owned subsidiary

                          EQUISERVE TRUST COMPANY, N.A.

                                       as

                                  Rights Agent






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                                Table of Contents
<TABLE>
<CAPTION>
             Section                                                                                        Page
             -------                                                                                        ----
<S>                                                                                                         <C>
Section 1.        Certain Definitions .................................................................      1

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

Section 3.        Issue of Rights Certificates ........................................................      6

Section 4.        Form of Rights Certificates .........................................................      8

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

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

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

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

Section 9.        Reservation and Availability of Capital Stock .......................................     13

Section 10.       Preferred Stock 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 ..........................     23

Section 13.       Consolidation, Merger or Sale or Transfer of Assets or Earning Power ................     24

Section 14.       Fractional Rights and Fractional Shares .............................................     27

Section 15.       Rights of Action ....................................................................     28

Section 16.       Agreement of Rights Holders .........................................................     28

Section 17.       Rights Certificate Holder Not Deemed a Stockholder ..................................     29

Section 18.       Concerning the Rights Agent .........................................................     29

Section 19.       Merger or Consolidation or Change of Name of Rights Agent ...........................     30

Section 20.       Duties of Rights Agent ..............................................................     30

Section 21.       Change of Rights Agent ..............................................................     32

Section 22.       Issuance of New Rights Certificates .................................................     33

Section 23.       Redemption and Termination ..........................................................     33

Section 24.       Exchange ............................................................................     34

Section 25.       Notice of Certain Events ............................................................     36

Section 26.       Notices .............................................................................     36

Section 27.       Supplements and Amendments ..........................................................     37

Section 28.       Successors ..........................................................................     38

Section 29.       Determinations and Actions by the Board of Directors, Etc ...........................     38

</TABLE>

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<TABLE>
<CAPTION>
             Section                                                                                       Page
             -------                                                                                       ----
<S>                                                                                                        <C>
Section 30.       Benefits of this Agreement ..........................................................     38

Section 31.       Severability ........................................................................     39

Section 32.       Governing Law .......................................................................     39

Section 33.       Counterparts ........................................................................     39

Section 34.       Table of Contents; Descriptive Headings .............................................     39

Exhibit A - Designation of Powers, Preferences, Rights
            and Qualifications of Preferred Stock .....................................................    A-1

Exhibit B - Form of Summary of Rights and Rights Agreement .............................................   B-1

Exhibit C - Form of Rights Certificate ................................................................    C-1
</TABLE>

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<PAGE>   4

                                RIGHTS AGREEMENT

         RIGHTS AGREEMENT, dated as of June 28, 2001 (the "Agreement"), between
THE MIIX GROUP, INCORPORATED, a Delaware corporation (the "Company"), EQUISERVE,
L.P., and its wholly-owned subsidiary EQUISERVE TRUST COMPANY, N.A. (the "Rights
Agent").

                               W I T N E S S E T H

                  WHEREAS, the Board of Directors of the Company has authorized
and declared a dividend distribution of one Right for each share of common
stock, $.01 par value, of the Company outstanding at the close of business on
July 10, 2001 (the "Record Date"), and authorized the issuance of one Right (as
such number may hereinafter be adjusted pursuant to the provisions of Section
11(p) hereof) for each share of Common Stock of the Company issued between the
Record Date (whether originally issued or delivered from the Company's treasury)
and the Distribution Date, each Right initially representing the right to
purchase, upon the terms and subject to the conditions hereinafter set forth,
one one-thousandth of a share of Series A Junior Participating Preferred Stock
of the Company having the rights, powers and preferences set forth in the
Designation of Powers, Preferences, Rights and Qualifications attached hereto as
Exhibit A (the "Rights").

                  NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, and intending to be legally bound, 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 or
which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the shares of Common Stock then outstanding;
provided that any of the following Persons who without reference to this proviso
would otherwise be an Acquiring Person shall not be an Acquiring Person for
purposes of this definition:

                              (i) the Company, any Subsidiary of the Company,
         any employee benefit plan of the Company or of any Subsidiary of the
         Company now or hereafter existing, and any Person or entity organized,
         appointed or established by the Company for or pursuant to the terms of
         any such plan; or

                              (ii) any Person who or which shall have executed a
         written agreement with the Company prior to the date on which such
         Person (together with its Affiliates or Associates) became the
         Beneficial Owner of 15% or more of the shares of Common Stock then
         outstanding and which agreement imposes one or more thresholds on the
         amount of such Person's Beneficial Ownership of shares of Common Stock,
         if, and so long as the thresholds continue to be binding on such Person
         and such Person is in substantial compliance with the terms of such
         written agreement or of any amendment


<PAGE>   5

        thereto, which amendment is approved by at least a majority of the
        members of the Company's Board of Directors;

                  provided, however, that no amendment of any such agreement
shall cure any prior breach of such agreement or any amendment thereto;
provided, however, that (i) if the Board of Directors of the Company determines
in good faith that a Person who would otherwise be an "Acquiring Person" became
the Beneficial Owner of a number of shares of Common Stock such that the Person
would otherwise qualify as an "Acquiring Person" inadvertently (including,
without limitation, because (A) such Person was unaware that it beneficially
owned a percentage of Common Stock that would otherwise cause such Person to be
an "Acquiring Person" or (B) such Person was aware of the extent of its
Beneficial Ownership of Common Stock but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement) and without any
intention of changing or influencing control of the Company, then such Person
shall not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement unless and until such Person shall have failed to
divest itself, as soon as practicable (as determined, in good faith, by the
Board of Directors of the Company), of Beneficial Ownership of a sufficient
number of shares of Common Stock so that such Person would no longer otherwise
qualify as an "Acquiring Person"; (ii) if, as of the date hereof or prior to the
first public announcement of the adoption of this Agreement, any Person is or
becomes the Beneficial Owner of 15% or more of the shares of Common Stock
outstanding, such Person shall not be deemed to be or to become an "Acquiring
Person" unless and until such time as such Person shall, after the first public
announcement of the adoption of this Agreement, become the Beneficial Owner of
additional shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock), unless,
upon becoming the Beneficial Owner of such additional shares of Common Stock,
such Person is not then the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding.

         (b) "Act" shall mean the Securities Act of 1933, as amended.

         (c) "Adverse Person" shall have the meaning set forth in Section
11(a)(ii)(B) hereof.

         (d) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as amended and in effect on the date of this Agreement.

         (e) "Agreement" shall mean this Rights Agreement as originally
executed, as the same may be amended or supplemented from time to time pursuant
to the applicable provisions hereof.

         (f) 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 beneficially owns, directly or indirectly;


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<PAGE>   6


             (ii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such right
is exercisable immediately or only after the passage of time or the fulfillment
of one or more conditions or both) pursuant to any agreement, arrangement or
understanding (whether or not in writing) or upon the exercise of conversion
rights, exchange rights, other rights, warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the "Beneficial Owner" of,
or to "beneficially own," (A) securities tendered pursuant to a tender or
exchange offer made by such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for purchase or exchange,
or (B) securities issuable upon exercise of Rights at any time prior to the
occurrence of a Triggering Event, or (C) securities issuable upon exercise of
Rights from and after the occurrence of a Triggering Event which Rights were
acquired by such Person or any of such Person's Affiliates or Associates prior
to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the
"Original Rights") or pursuant to Section 11(i) hereof in connection with an
adjustment with respect to any Original Rights;

             (iii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Exchange Act as in effect on the date of this
Agreement), including pursuant to any agreement, arrangement or understanding
(whether or not in writing), provided, however, that a Person shall not be
deemed the "Beneficial Owner" of, or to "beneficially own," any security under
this subparagraph (ii) as a result of an agreement, arrangement or understanding
to vote such security if such agreement, arrangement or understanding: (A)
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 General Rules and Regulations under the Exchange Act, and (B)
is not also then reportable by such Person on Schedule 13D under the Exchange
Act (or any comparable or successor report); or

             (iv) 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 acquiring,
holding, voting (except pursuant to a revocable proxy as described in the
proviso to subparagraph (ii) of this subsection (f)) or disposing of any voting
securities of the Company;

provided, however, that nothing in this subsection (f) 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; and provided further
that in no event shall an officer or director of the Company be deemed the
Beneficial Owner of, or to "beneficially own," any securities beneficially owned
by another officer or director of the Company solely by reason of

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<PAGE>   7
actions undertaken by such persons in their capacity as officers or directors of
the Company.

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

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

                  (i) "Common Stock" shall mean the Common Stock, $.01 par
value, of the Company, except that "Common Stock" when used with reference to
any Person other than the Company shall mean the capital stock of such Person
with the greatest aggregate voting power, or the equity securities or other
equity interest having power to control or direct the management of such Person.

                  (j) "Common Stock Equivalents" shall have the meaning set
forth in Section 11(a)(iii) hereof.

                  (k) "Company" shall have the meaning set forth in the
introductory paragraph of this Agreement.

                  (l) "Current Market Price" shall have the meaning set forth in
Section 11(d) hereof.

                  (m) "Current Value" shall have the meaning set forth in
Section 11(a)(iii) hereof.

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

                  (o) "Equivalent Preferred Stock" shall have the meaning set
forth in Section 11(b) hereof.

                  (p) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                  (q) "Exchange Share" and "Exchange Value" shall have the
meanings set forth in Section 24 hereof.

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

                  (s) Final Expiration Date" shall mean the close of business on
June 27, 2011.

                  (t) "NASDAQ" shall have the meaning set forth in the Section
11(d)(i).

                  (u) "NYSE" shall have the meaning set forth in Section 4(a)
hereof.

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<PAGE>   8
                  (v) "Original Rights" shall have the meaning set forth in
Section 1(f)(ii) hereof.

                  (w) "Ownership Limitation" shall have the meaning set forth in
Section 11(a)(ii)(B) hereof.

                  (x) "Person" shall mean any individual, firm, joint venture,
association, trust, estate, corporation, partnership or other entity.

                  (y) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, $.01 par value, of the Company, and, to the
extent that there are not a sufficient number of shares of Series A Junior
Participating Preferred Shares authorized to permit the full exercise of the
Rights, any other series of Preferred Stock, par value $.01, of the Company
designated for such purpose containing terms substantially similar to the terms
of the Series A Junior Participating Preferred Shares.

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

                  (aa) "Purchase Price" shall have the meaning set forth in
Section 4(a) hereof.

                  (bb) "Record Date" shall have the meaning set forth in the
WHEREAS clause at the beginning of this Agreement.

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

                  (dd) "Rights" shall have the meaning set forth in the WHEREAS
clause at the beginning of this Agreement.

                  (ee) "Rights Agent" shall have the meaning set forth in the
introductory paragraph of this Agreement.

                  (ff) "Rights Certificates" shall have the meaning set forth in
Section 4(a) hereof.

                  (gg) "Rights Dividend Declaration Date" shall mean June 27,
2001.

                  (hh) "Section 11(a)(ii) Event" shall mean any event described
in Section 11(a)(ii)(A) or (B).

                  (ii) "Section (11)(a)(ii) Trigger Date" shall have the meaning
set forth in Section 11(a)(iii) hereof.

                  (jj) "Section 13 Event" shall mean any event described in
clauses (x), (y) or (z) of Section 13(a) hereof.

                  (kk) "Spread" shall have the meaning set forth in Section
11(a)(iii) hereof.

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<PAGE>   9

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

                  (mm) "Subsidiary" shall mean, with reference to any Person,
any corporation of which an amount of voting securities sufficient to elect at
least a majority of the directors of such corporation is beneficially owned,
directly or indirectly, by such Person, or otherwise controlled by such Person.

                  (nn) "Substitution Period" shall have the meaning set forth in
Section 11(a)(iii) hereof.

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

                  (pp) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.

                  (qq) "Triggering Event" shall mean any Section 11(a)(ii) Event
or any Section 13 Event.

         SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable and, upon ten (10) days
prior notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of any
such Co-Rights Agent. The respective duties of the Rights Agent and any
Co-Rights Agents shall be as the Company shall determine.

         SECTION 3. ISSUE OF RIGHTS CERTIFICATES.

                 (a) Until the date that is the earliest of:

                       (i) the Close of Business on the tenth Business Day after
           the Stock Acquisition Date (or, if the tenth Business Day after the
           Stock Acquisition Date occurs before the Record Date, the Close of
           Business on the Record Date);

                       (ii) the Close of Business on the tenth Business Day (or
           such later day as may be determined by the Board prior to the time a
           person becomes an Acquiring Person) after the date that a tender or
           exchange offer by any Person (other than the Company, any Subsidiary
           of the Company, any employee benefit plan of the Company or of any
           Subsidiary of the Company, or any Person organized, appointed or
           established by the Company for or pursuant to the terms of any such
           plan) is first published or sent or given within the meaning of Rule
           14d-2(a) of the General Rules and Regulations under the Exchange Act
           as in effect on the date hereof, if upon purchase of all securities
           sought

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<PAGE>   10
         thereby, such person would be the Beneficial Owner of 15% or more of
         the shares of Common Stock then outstanding, unless the tender offer or
         exchange offer is for all outstanding shares of Common Stock at a price
         and on terms determined (as set forth in Section 11(a)(ii)(A)) by at
         least a majority of the members of the Board of Directors who are not
         officers of the Company, after receiving advice from one or more
         investment banking firms, to be (1) fair to stockholders (taking into
         account all factors which such members of the Board, in their
         discretion, deem relevant) and (2) otherwise in the best interests of
         the Company and its stockholders; or

                       (iii) the Close of Business on the tenth business day
after a person becomes an Adverse Person pursuant to the criteria set forth in
11(a)(ii)(B).

or, with respect to (i) and (ii) above, such later date or dates as the Board of
Directors may designate; provided, however, that if such later date or dates are
designated, such designations shall be made on or prior to the date which would
otherwise have been controlling, (the earliest of (i), (ii) (subject to any such
delay of (i) or (ii)) or (iii) being herein referred to as the "Distribution
Date"),

                  then, (x) subject to the provisions of paragraph (b) of this
Section 3, the Rights will be evidenced by the certificates for the Common Stock
registered in the names of the holders of the Common Stock (which certificates
for Common Stock shall be deemed also to be certificates for Rights) and not by
separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock (including
a transfer to the Company).

                  As soon as practicable after the Distribution Date, the Rights
Agent will send by first-class, insured, postage prepaid mail, to each record
holder of the Common Stock as of the close of business on the Distribution Date,
at the address of such holder shown on the records of the Company, one or more
Rights Certificates, evidencing one Right for each share of Common Stock so
held, subject to adjustment as provided herein. In the event that an adjustment
in the number of Rights per share of Common Stock has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Rights Certificates,
the Company shall, unless prohibited by the terms of any agreement to which the
Company is a party on the date of this Rights Agreement (or, if the Board of
Directors so determines, after the date of this Agreement), make the necessary
and appropriate rounding adjustments (in accordance with Section 14(a) hereof)
so that Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights, except that if
the Company is prohibited from paying cash in lieu of fractional Rights, then
the Company shall round the fractional Rights to the next highest number of
whole Rights so that Rights Certificates represent only whole numbers of Rights.
As of and after the Distribution Date, the Rights will be evidenced solely by
such Rights Certificates.

                  (b) As soon as practicable following the Record Date, the
Company will send a copy of the Summary of Rights in substantially the form
attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of Common Stock as of the close of business
on the Record Date, at the address of such holder shown on the records of the
Company. Until the earlier of the Distribution Date or the Expiration Date, the


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<PAGE>   11

transfer of any certificates representing shares of Common Stock in respect of
which Rights have been issued shall also constitute the transfer of the Rights
associated with such shares of Common Stock.

                  (c) Rights shall be issued in respect of all shares of Common
Stock which are issued (whether originally issued or from the Company's
treasury) after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date. Certificates representing such shares of Common
Stock shall also be deemed to be certificates for Rights and shall bear
substantially the following legend:

                           This certificate also evidences and entitles the
                  holder hereof to certain Rights as set forth in the Rights
                  Agreement between The MIIX Group, Incorporated (the "Company")
                  and EQUISERVE, L.P. and its wholly-owned subsidiary,
                  Equiserve Trust Company, N.A. (the "Rights Agent") dated as of
                  June 28, 2001, as the same may be amended (the "Rights
                  Agreement"), the terms of which are hereby incorporated herein
                  by reference and a copy of which is on file at the principal
                  offices of the Company. 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. The Company will mail to the holder of this
                  certificate a copy of the Rights Agreement, as in effect on
                  the date of mailing, without charge promptly after 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
                  Adverse 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 any subsequent holder,
                  will become null and void. Rights are subject to redemption,
                  at the option of the Company, at $.001 per Right on the terms
                  set forth in the Rights Agreement.

With respect to such certificates bearing the foregoing legend, until the
earlier of the Distribution Date or the Expiration Date, the Rights associated
with the Common Stock represented by such certificates shall be evidenced by
such certificates alone, and registered holders of Common Stock shall also be
the registered holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates. Notwithstanding this
paragraph 3(c), the omission of a legend shall not affect the enforceability of
any point of this Agreement and/or the Rights.

         SECTION 4. FORM OF RIGHTS CERTIFICATES.

                  (a) The Rights Certificates (the "Rights Certificates"), and
the forms of election to purchase and of assignment to be printed on the reverse
thereof, shall be substantially in the form set forth in Exhibit C hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or any rule or regulation made pursuant thereto
or with any rule or regulation of any stock exchange, or the regulations of the
New York Stock Exchange ("NYSE"), on which the Rights may from time to time be
listed or quoted, or to conform to usage. Subject

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<PAGE>   12
to the provisions of Section 11 and Section 22 hereof, the Rights 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-thousandths
of a share of Preferred Stock as shall be set forth therein at the price set
forth therein (such exercise price per one one-thousandth of a share of
Preferred Stock being hereinafter referred to as the "Purchase Price"). The
amount and type of securities purchasable upon the exercise of each Right and
the Purchase Price thereof shall be subject to adjustment as provided herein.

                  (b) Any Rights Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights that are null and void pursuant to
Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or
Section 11 hereof upon transfer, exchange, replacement or adjustment of any
other Rights Certificate referred to in this sentence, shall contain (to the
extent feasible) the following legend:

                  The Rights represented by this Rights Certificate are or were
                  beneficially owned by a Person who was or became an Acquiring
                  Person or Adverse Person or an Affiliate or Associate of an
                  Acquiring Person or Adverse Person (as such terms are defined
                  in the Rights Agreement between The MIIX Group, Incorporated
                  and EQUISERVE, L.P. and its wholly-owned subsidiary Equiserve
                  Trust Company, N.A. dated as of June 28, 2001, as the same may
                  be amended). Accordingly, this Rights Certificate and the
                  Rights represented hereby may become null and void in the
                  circumstances specified in Section 7(e) of such Agreement.

Notwithstanding this paragraph 4(b), the omission of a legend shall not affect
the enforceability of any point of this Agreement and/or the Rights.

The provisions of Section 7(e) of this Rights Agreement shall apply to Rights
beneficially owned by any and all such Persons regardless of whether the
foregoing legend is contained on such Rights Certificates.

         SECTION 5. COUNTERSIGNATURE AND REGISTRATION.

                 (a) The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature. The Rights Certificates shall be manually countersigned by the Rights
Agent and shall not be valid for any purpose unless so countersigned. In case
any officer of the Company who shall have signed any of the Rights Certificates
shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, such Rights Certificates
may nevertheless 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 Rights Certificates had not ceased to be such officer of the Company; and
any Rights Certificates may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Rights Certificate, shall be a
proper officer of the Company to sign such Rights

                                      -9-
<PAGE>   13
Certificate, although at the date of the execution of this Rights Agreement any
such person was not such an officer.

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

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

                 (a) Subject to the provisions of Section 4(b), Section 7(e) and
Section 14 hereof, at any time after the close of business on the Distribution
Date, and at or prior to the close of business on the Expiration Date, any
Rights Certificate or Certificates may be transferred, split up, combined or
exchanged for another Rights Certificate or Certificates, entitling the
registered holder to purchase a like number of one one-thousandths of a share of
the Company's Preferred Stock (or following a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as the Rights
Certificate or Certificates surrendered then entitled such holder (or former
holder in the case of a transfer) to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Rights Certificate or Certificates
shall make such request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Certificates to be transferred, split up,
combined or exchanged at the principal office or offices 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 Rights Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse
side of such Rights Certificate and shall have provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) and the
Affiliates and Associates thereof as the Company shall reasonably request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e) and
Section 14 hereof, countersign and deliver to the Person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Rights Certificates.

                 (b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to them, and 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 execute and deliver a new Rights Certificate of
like tenor to the Rights Agent for countersignature and delivery to the
registered owner in lieu of the Rights Certificates so lost, stolen, destroyed
or mutilated.

                                      -10-
<PAGE>   14

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

                 (a) Subject to Section 7(e) hereof, the registered holder of
any Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect to
the total number of one one-thousandths of a share of Preferred Stock (or Common
Stock or other securities, cash or other assets, as the case may be) as to which
such surrendered Rights are then exercisable, at or prior to the earliest of (i)
the Final Expiration Date, (ii) any expiration of the Rights pursuant to Section
13(d), (iii) the time at which the Rights are redeemed as provided in Section 23
hereof, or (iv) the time at which the Rights are exchanged as provided in
Section 24 (the earliest of (i), (ii), (iii) and (iv) being herein referred to
as the "Expiration Date").

                 (b) The Purchase Price for each one one-thousandth of a share
of Preferred Stock pursuant to the exercise of a Right shall initially be $35.00
and shall be subject to adjustment from time to time as provided in Sections 11
and 13(a) hereof and shall be payable in accordance with paragraph (c) below.

                 (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so exercised,
of the Purchase Price per one one-thousandth of a share of Preferred Stock (or
other Common Stock or other securities, cash or other assets, as the case may
be) to be purchased as set forth below and an amount equal to any applicable
transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i) (A) requisition from any transfer agent of the shares of Preferred
Stock (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of one one-thousandths of a share of
Preferred Stock to be purchased, and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit the total number of shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number of one
one-thousandths of a share of Preferred Stock as are to be purchased (in which
case certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
fractional shares in accordance with Section 14 hereof, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, and (iv) after
receipt thereof, deliver such cash, if any, to or upon the order of the
registered holder of such Rights Certificate. The payment of the Purchase Price
(as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be
made (x) in cash or by certified bank check or bank draft payable to the order
of the Company or (y) if authorized by

                                      -11-
<PAGE>   15
the Board of Directors, by delivery of a certificate or certificates (with
appropriate stock powers executed in blank attached thereto) evidencing a number
of whole shares of Common Stock equal to the integer obtained by dividing the
then Purchase Price by the then Current Market Price (as determined pursuant to
Section 11(d)) per share of Common Stock on the date of such exercise, plus a
certified bank check or bank draft payable to the order of the Company in an
amount equal to the difference between the then Current Market Price (as
determined pursuant to Section 11(d)) of such whole shares and the aggregate
Purchase Price. In the event that the Company is obligated hereunder to issue
other securities of the Company (including, without limitation, Common Stock),
pay cash and/or distribute other property pursuant to Section 11(a) hereof, the
Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and
when appropriate. Prior to the occurrence of a Triggering Event, the Company
reserves the right to require that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock would be
issued.

                 (d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, subject to the provisions of Sections 6 and
14 hereof.

                 (e) Notwithstanding anything in this Agreement to the contrary,
from and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or Adverse Person, or an Associate
or Affiliate of an Acquiring Person or Adverse Person, (ii) a transferee of an
Acquiring Person or Adverse Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person or Adverse Person becomes such,
or (iii) a transferee of an Acquiring Person or Adverse Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person or Adverse Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to
holders of equity interests in such Acquiring Person or Adverse Person (or in
any such Associate or Affiliate) or to any Person with whom such Acquiring
Person or Adverse Person (or any such Affiliate or Associate) has any continuing
agreement, arrangement or understanding regarding the transferred Rights or (B)
a transfer which at least a majority of the members of the Board of Directors of
the Company who are not officers of the Company has determined (whether before
or after such transfer) is part of a plan, arrangement or understanding which
has as a primary purpose or effect the avoidance of this Section 7(e), shall
become null and void without any further action, and no holder of such Rights
shall have any 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 Rights
Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or Adverse Person or their
respective Affiliates, Associates or transferees hereunder.

                                      -12-
<PAGE>   16

                 (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a 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 Rights Certificate surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) and the Affiliates and Associates
thereof as the Company shall reasonably request.

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

         SECTION 9. RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

                 (a) Subject to the provisions of this Agreement (including,
without limitation, Section 11(a)(iii) hereof), the Company covenants and agrees
that it will cause to be reserved and kept available out of its authorized and
unissued shares of Preferred Stock (and, following the occurrence of a
Triggering Event, out of its authorized and unissued shares of Common Stock
and/or other securities or out of its authorized and issued shares held in its
treasury), the number of shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other securities) that
will be sufficient to permit the exercise in full of all outstanding Rights
pursuant to the terms of this Agreement.

                 (b) So long as the shares of Preferred Stock (and, following
the occurrence of a Triggering Event, Common Stock and/or other securities)
issuable and deliverable upon the exercise of the Rights may be listed on any
national securities exchange or quoted on NYSE, 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 or quoted on
NYSE upon official notice of issuance upon such exercise.

                 (c) The Company shall use its best efforts to (i) file, as soon
as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event in which the consideration to be delivered by the
Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, or, if earlier, as soon as is required by law
following the Distribution Date, a registration statement under 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 (iii) cause such

                                      -13-
<PAGE>   17
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 date
of the expiration of the Rights. The Company will also take such action as may
be appropriate under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability of the Rights.
The Company may temporarily suspend, for a period of time not to exceed ninety
(90) days after the date set forth in clause (i) of the first sentence of this
Section 9(c), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective. Upon 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. In addition,
if the Company shall determine that a registration statement is required
following the Distribution Date, the Company may temporarily suspend the
exercisability of the Rights until such time as a registration statement has
been declared effective. Notwithstanding any provision of this Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been obtained, the
exercise thereof shall not be permitted under applicable law or a registration
statement shall not have been declared effective.

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

                 (e) The Company further covenants and agrees that it will pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Rights
Certificates. The Company shall not be required to pay any transfer tax which
may become payable in respect of the issuance, delivery or transfer of any
certificates for a number of one one-thousandths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) upon the exercise
of Rights, or to issue or deliver any certificates for a number of one
one-thousandths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) in a name other than that of the registered
holder upon the exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.

         SECTION 10. PREFERRED STOCK RECORD DATE. Each person in whose name any
certificate for a number of one one-thousandths of a share of Preferred Stock
(or Common Stock 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 such fractional shares of Preferred Stock (or Common Stock and/or
other securities, as the case may be) represented thereby as of the close of
business on, and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and all applicable transfer taxes) was made; provided, however,
that if the date of such surrender and payment is a date upon which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are closed, such Person shall be deemed to have

                                      -14-
<PAGE>   18

become the record holder of such shares (fractional or otherwise) on, and such
certificate shall be dated, the next succeeding Business Day on which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are open.

         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 the Company shall at any time after the
        date of this Agreement (A) declare a dividend on the Preferred Stock
        payable in shares of Preferred Stock, (B) subdivide the outstanding
        Preferred Stock, (C) combine the outstanding Preferred Stock into a
        smaller number of shares, or (D) issue any shares of its capital stock
        in a reclassification of the Preferred Stock (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 sub-division, combination or
        reclassification, and the number and kind of shares of Preferred Stock
        or other capital stock, as the case may be, issuable on such date, shall
        be proportionately adjusted so that the holder of any Right exercised
        after such time shall be entitled to receive, upon payment of the
        Purchase Price then in effect, the aggregate number and kind of shares
        of Preferred Stock or other capital stock, as the case may be, which, if
        such Right had been exercised immediately prior to such date and at a
        time when the Preferred Stock transfer books of the Company were open,
        he would have owned upon such exercise and been entitled to receive by
        virtue of such dividend, subdivision, combination or reclassification.
        If an event occurs which would require an adjustment under both this
        Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided
        for in this Section 11(a)(i) shall be in addition to, and shall be made
        prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

                 (ii) In the event that:

                      (A) any Person, shall, at any time after the Rights
        Dividend Declaration Date, be or become an Acquiring Person, unless the
        event causing such Person to have become an Acquiring Person is a
        transaction set forth in Section 13(a) hereof, or is an acquisition of
        shares of Common Stock pursuant to a tender offer or an exchange offer
        for all outstanding shares of Common Stock at a price and on terms
        determined by at least a majority of the members of the Board of
        Directors who are not officers of the Company, after receiving advice
        from one or more investment banking firms, to be (x) fair to
        stockholders (taking into account all factors which such members of the
        Board deem relevant) and (y) otherwise in the best interests of the
        Company and its stockholders, or

                      (B) (1) at least a majority of the members of the Board of
        Directors who are not officers of the Company, after reasonable inquiry
        and investigation,

                                      -15-
<PAGE>   19
         including consultation with such persons as such directors shall have
         deemed appropriate, shall determine that (x) Beneficial Ownership by
         such Person of an amount of Common Stock exceeding the Ownership
         Limitation (as hereinafter defined) is, or would likely be, intended to
         cause the Company to repurchase the Common Stock beneficially owned by
         such Person or to cause pressure on the Company to take action or enter
         into a transaction or series of transactions intended to provide such
         Person with short-term financial gain under circumstances where a
         majority of such disinterested directors has determined that the best
         long-term interests of the Company and its stockholders would not be
         served by taking such action or entering into such transactions or
         series of transactions at that time or (y) Beneficial Ownership by such
         Person of an amount of Common Stock exceeding the Ownership Limitation
         is causing or reasonably likely to cause a material adverse impact
         (including, but not limited to, impairment of relationships with
         customers, suppliers or creditors, or impairment of the Company's
         ability to maintain its competitive position) on the business or
         prospects of the Company (provided, however, no such determination as
         provided in (x) or (y) above shall be made with respect to any Person
         who or which shall have executed a written agreement with the Company
         (approved by at least a majority of the members of the Company's Board
         of Directors) which imposes one or more thresholds on the amount of
         such Person's Beneficial Ownership of shares of Common Stock, if, and
         so long as the thresholds continue to be binding on such Person and
         such Person is in substantial compliance (as determined by at least a
         majority of the members of the Company's Board of Directors in their
         discretion) with the terms of such written agreement or of any
         amendment thereto, which amendment is approved by at least a majority
         of the members of the Company's Board of Directors (provided, however,
         that no amendment of any such agreement shall cure any prior breach of
         such agreement or any amendment thereto,)); (2) a majority of the Board
         of Directors who are not officers of the Company shall designate a
         specific limitation on the amount of Common Stock which such specified
         Person may beneficially own, which amount (the "Ownership Limitation")
         may be less than, equal to, or more than the amount of shares of Common
         Stock then owned by such Person, but shall in no event be less than 10%
         of the Common Stock then outstanding; and (3) such specified Person,
         together with his or its Affiliates and Associates, shall (before or
         after the occurrence of (1) and (2) above) beneficially own a number of
         shares of Common Stock that exceeds the Ownership Limitation (a
         specified Person meeting the requirements of clauses (1), (2) and (3)
         of this Section 11(a)(ii)(B) being referred to as an "Adverse Person"),

                  then, promptly following the first occurrence of any Section
         11(a)(ii) Event, each holder of a Right (except as provided below and
         in Section 7(e) hereof) shall thereafter have the right to receive,
         upon exercise thereof at the then current Purchase Price in accordance
         with the terms of this Agreement, in lieu of a number of one
         one-thousandths of a share of Preferred Stock, such number of shares of
         Common Stock of the Company as shall equal the result obtained by (x)
         multiplying the then current Purchase Price by the then number of one
         one-thousandths of a share of Preferred Stock for which one Right was
         exercisable immediately prior to the first occurrence of a Section
         11(a)(ii) Event, and (y) dividing that product (which, following such
         first occurrence, shall thereafter be referred to as the "Purchase
         Price" for each Right and for all purposes of this Agreement)

                                      -16-
<PAGE>   20
         by 50% of the Current Market Price (as determined pursuant to Section
         11(d) hereof) per share of Common Stock on the date of such first
         occurrence (such number of shares issuable upon the exercise of a Right
         being referred to herein as the "Adjustment Shares").

                           (iii) Unless at least a majority of the members of
         the Company's Board of Directors who are not officers of the Company
         determine that the following is not permitted by the terms of any
         agreement or instrument to which the Company is a party on the date of
         this Agreement (or, if the Board of Directors so determines, after the
         date of this Agreement), then in the event that the number of shares of
         Common Stock which are authorized by the Company's articles or
         certificate of incorporation but not outstanding or reserved for
         issuance for purposes other than upon exercise of the Rights are not
         sufficient to permit the exercise in full of the Rights in accordance
         with the foregoing subparagraph (ii) of this Section 11(a), the Company
         shall: (A) determine the excess of (1) the value of the Adjustment
         Shares issuable upon the exercise of a Right (the "Current Value") over
         (2) the Purchase Price (such excess being referred to herein as the
         "Spread"), and (B) with respect to each Right, make adequate provision
         to substitute for the Adjustment Shares, upon payment of the applicable
         Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3)
         Common Stock or other equity securities of the Company (including,
         without limitation, shares, or units of shares, of preferred stock
         which the Board of Directors of the Company has deemed to have
         substantially the same value as shares of Common Stock (such shares of
         preferred stock being referred to herein as "common stock
         equivalents")), (4) debt securities of the Company, (5) other assets,
         or (6) any combination of the foregoing having an aggregate value equal
         to the Current Value, where such aggregate value has been determined by
         the Board of Directors of the Company based upon the advice of a
         nationally recognized investment banking firm selected by the Board of
         Directors of the Company; provided, however, if the Company shall not
         have made adequate provision to deliver value pursuant to clause (B)
         above within 30 days following the later of (x) the first occurrence of
         a Section 11(a)(ii) Event and (y) the date on which the Company's right
         of redemption pursuant to Section 23(a) expires (the later of (x) and
         (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"),
         then the Company shall be obligated to deliver, upon the surrender for
         exercise of a Right and without requiring payment of the Purchase
         Price, shares of Common Stock (to the extent available) and then, if
         necessary, cash, which shares and/or cash have an aggregate value equal
         to the Spread. If the Board of Directors of the Company shall determine
         in good faith that it is likely that sufficient additional shares of
         Common Stock 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 after the Section 11(a)(ii)
         Trigger Date, in order that the Company may seek stockholder approval
         for the authorization of such additional shares (such period, as it may
         be extended, the "Substitution Period"); provided, however, that there
         shall be no obligation on the part of the Company so to seek
         authorization of such additional shares. To the extent that the Company
         determines that some action need be (and may be) taken pursuant to the
         first and/or second sentences of this Section 11(a)(iii), the Company
         (x) shall provide, subject to Section 7(e) hereof, that such action
         shall apply uniformly to all outstanding Rights,

                                      -17-
<PAGE>   21

         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 a share
         of Common Stock shall be the Current Market Price (as determined
         pursuant to Section 11(d) hereof) per share of the Common Stock on the
         Section 11(a)(ii) Trigger Date and the value of any "common stock
         equivalent" shall be deemed to have the same value as the Common Stock
         on such date.

         (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within 45 calendar days after
such record date) Preferred Stock (or shares having the same rights, privileges
and preferences as the shares of Preferred Stock ("equivalent preferred stock"))
or securities convertible into Preferred Stock or equivalent preferred stock at
a price per share of Preferred Stock or per share of equivalent preferred stock
(or having a conversion price per share, if a security convertible into
Preferred Stock or equivalent preferred stock) less than the Current Market
Price (as determined pursuant to Section 11(d) hereof) per share of Preferred
Stock 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 shares of Preferred Stock outstanding on such record date, plus the
number of shares of Preferred Stock which the aggregate offering price of the
total number of shares of Preferred Stock and/or equivalent preferred stock so
to be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such Current Market Price, and
the denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of additional shares of
Preferred Stock and/or equivalent preferred stock to be offered for subscription
or purchase (or into which the convertible securities so to be offered are
initially convertible). In case such subscription price may be paid by delivery
of consideration part or all of which may be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights. Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed, and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

         (c) In case the Company shall fix a record date for a distribution to
all holders of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness, cash (other than a regular quarterly
cash dividend out of the earnings or retained earnings of the Company), assets
(other than a dividend payable in Preferred Stock, but including any dividend

                                      -18-
<PAGE>   22
payable in stock other than Preferred Stock) 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 Current Market Price (as determined pursuant to
Section 11(d) hereof) per share of Preferred Stock on such record date, less the
fair market value (as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and the holders of the
Rights) of the portion of the cash, assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to a share of
Preferred Stock, and the denominator of which shall be such Current Market Price
(as determined pursuant to Section 11(d) hereof) per share of Preferred Stock.
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 be adjusted to be the Purchase Price which would have been in effect
if such record date had not been fixed.

                      (d) (i) For the purpose of any computation hereunder,
        other than computations made pursuant to Section 11(a)(iii) hereof, the
        "Current Market Price" per share of Common Stock on any date shall be
        deemed to be the average of the daily closing prices per share of such
        Common Stock for the 30 consecutive Trading Days (as such term is
        hereinafter defined) immediately prior to such date, and for purposes of
        computations made pursuant to Section 11(a)(iii) hereof, the "Current
        Market Price" per share of Common Stock on any date shall be deemed to
        be the average of the daily closing prices per share of such Common
        Stock for the 10 consecutive Trading Days immediately following such
        date; provided, however, that in the event that the Current Market Price
        per share of the Common Stock is determined during a period following
        the announcement by the issuer of such Common Stock of (A) a dividend or
        distribution on Common Stock payable in shares of Common Stock or
        securities convertible into shares of Common Stock (other than the
        Rights), or (B) any subdivision, combination or reclassification of such
        Common Stock, and prior to the expiration of the requisite 30 Trading
        Day or 10 Trading Day period, as set forth above, after the ex-dividend
        date for such dividend or distribution, or the record date for such
        subdivision, combination or reclassification, then, and in each such
        case, the "Current Market Price" shall be properly adjusted to take into
        account ex-dividend trading. 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 or admitted to
        trading on the NYSE or, if the shares of Common Stock are not listed or
        admitted to trading on the NYSE, as reported in the principal
        consolidated transaction reporting system with respect to securities
        listed on the principal national securities exchange on which the shares
        of Common Stock are listed or admitted to trading or, if the shares of
        Common Stock are not listed or admitted to trading on any national
        securities exchange, the last quoted price or, if not so quoted, the
        average of the high bid and low asked prices in the over-the-counter
        market, as reported by the National Association of Securities Dealers
        Automated Quotation System ("NASDAQ") or such other system then in use,
        or, if on any such date, the shares of Common Stock are not quoted by
        any such


                                      -19-
<PAGE>   23
         organization, the average of the closing bid and asked prices as
         furnished by a professional market maker making a market in the Common
         Stock selected by the Board of Directors of the Company. If on any such
         date the Common Stock is not so listed, traded or quoted, and no market
         maker is then making a market in the Common Stock, the "Current Market
         Price" per share of Common Stock on such date shall mean the fair value
         per share on such date as determined in good faith by the Board of
         Directors of the Company, whose determination shall be described in a
         statement filed with the Rights Agent and shall be conclusive for all
         purposes. The term "Trading Day" shall mean a day on which the
         principal national securities exchange on which the shares of Common
         Stock are listed or admitted to trading is open for the transaction of
         business or, if the shares of Common Stock are not listed or admitted
         to trading on any national securities exchange, a Business Day.

                           (ii) For the purpose of any computation hereunder,
         the "Current Market Price" per share of Preferred Stock shall be
         determined in the same manner as set forth above for the Common Stock
         in clause (i) of this Section 11(d) (other than the penultimate
         sentence thereof). If the Current Market Price per share of Preferred
         Stock cannot be determined in the manner provided above or if the
         Preferred Stock is not publicly held or listed or traded in a manner
         described in clause (i) of this Section 11(d), the "Current Market
         Price" per share of Preferred Stock shall be conclusively deemed to be
         an amount equal to 1000 (as such number may be appropriately adjusted
         for such events as stock splits, stock dividends and recapitalizations
         with respect to the Preferred Stock or Common Stock occurring after the
         date of this Agreement) multiplied by the Current Market Price per
         share of the Common Stock of the Company. If neither the Common Stock
         of the Company nor the Preferred Stock is publicly held or so listed or
         traded, "Current Market Price" per share of the Preferred Stock shall
         mean the fair value per share as determined in good faith by the Board
         of Directors of the Company, whose determination shall be described in
         a statement filed with the Rights Agent and shall be conclusive for all
         purposes. For all purposes of this Agreement, the "Current Market
         Price" of one one-thousandth of a share of Preferred Stock shall be
         equal to the "Current Market Price" of one share of Preferred Stock
         divided by 1000.

         (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the Purchase Price;
provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 11 shall be made
to the nearest cent or to the nearest ten-thousandth of a share of Common Stock
or other share or one-millionth of a share of Preferred Stock, as the case may
be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
(3) years from the date of the transaction which mandates such adjustment, or
(ii) the Expiration Date.

         (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
or Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any

                                      -20-
<PAGE>   24
shares of capital stock other than Preferred Stock, thereafter the number of
such other shares so receivable upon exercise of any Right and the Purchase
Price thereof shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i),
(j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with
respect to the Preferred Stock shall apply on like terms to any such other
shares.

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

         (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-thousandths of
a share of Preferred Stock (calculated to the nearest one-millionth) obtained by
(i) multiplying (x) the number of one one-thousandths of a share purchasable
with respect to 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 lieu of any adjustment in the
number of one one-thousandths of a share of Preferred Stock purchasable upon the
exercise of a Right. In such event, each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the number of one
one-thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Rights Certificates have been issued, shall be at least 10 days later than the
date of the public announcement. If Rights 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 Rights Certificates on such record date Rights 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 Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Rights Certificates so to be

                                      -21-
<PAGE>   25
distributed shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

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

         (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then stated value, if any, of the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable such number of one one-thousandths of a share of Preferred Stock
at such adjusted Purchase Price.

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

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

         (n) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof), or (iii)
sell or transfer (or permit any Subsidiary to sell or transfer), in one


                                      -22-
<PAGE>   26
transaction, or a series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), if (x) 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 which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger or sale, the shareholders of the Person who
constitutes, or would constitute, the "Principal Party" for purposes of Section
13(a) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates and Associates.

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

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

         (q) The failure by the directors, pursuant to Section 11(a)(ii)(B)
hereof, to determine a Person to be an Adverse Person following such Person's
(alone or together with the Affiliates and Associates of such Person) becoming
the Beneficial Owner of 10% or more of the Common Stock then outstanding shall
not limit the directors' right at any time in the future to declare such Person
or, subject to Section 11(a)(ii)(B) hereof, any other Person to be an Adverse
Person.

     SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Section 11 and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a
brief summary thereof to each holder of a Rights Certificate (or, if prior to
the Distribution Date, to each holder of a certificate representing shares of
Common Stock) in accordance with Section


                                      -23-
<PAGE>   27
26 hereof. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained.

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

             (a) In the event that, following the Stock Acquisition Date,
directly or indirectly:

                      (x) the Company shall consolidate with, or merge with and
         into, any other Person (other than a Subsidiary of the Company in a
         transaction which complies with Section 11(o) hereof), and the Company
         shall not be the continuing or surviving corporation of such
         consolidation or merger;

                      (y) any Person (other than a Subsidiary of the Company in
         a transaction which complies with Section 11(o) hereof) shall
         consolidate with, or merge with or into, the Company, and the Company
         shall be the continuing or surviving corporation of such consolidation
         or merger and, in connection with such consolidation or merger, all or
         part of the outstanding shares of Common Stock shall be changed into or
         exchanged for stock or other securities of any other Person or cash or
         any other property; or

                      (z) the Company shall sell or otherwise transfer (or one
         or more of its Subsidiaries shall sell or otherwise transfer), in one
         transaction or a series of related transactions, assets or earning
         power aggregating more than 50% of the assets or earning power of the
         Company and its Subsidiaries (taken as a whole) to any Person or
         Persons (other than the Company or any Subsidiary of the Company in one
         or more transactions each of which complies with Section 11(o) hereof);

then, and in each such case (except as may be contemplated by Section 13(d)
hereof), proper provision 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 then current Purchase Price in accordance with
         the terms of this Agreement, such number of validly authorized and
         issued, fully paid, nonassessable and freely tradable shares of Common
         Stock of the Principal Party (as such term is hereinafter defined),
         free and clear of any and all liens, encumbrances, rights of first
         refusal or other adverse claims, as shall be equal to the result
         obtained by (1) multiplying the then current Purchase Price by the
         number of one one-thousandths of a share of Preferred Stock for which a
         Right is exercisable immediately prior to the first occurrence of a
         Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior
         to the first occurrence of a Section 13 Event, multiplying the number
         of such one one-thousandths of a share of Preferred Stock for which a
         Right was exercisable immediately prior to the first occurrence of a
         Section 11(a)(ii) Event by the Purchase Price in effect immediately
         prior to such first occurrence), and dividing that product (which,
         following the first occurrence of a Section 13 Event, shall be referred
         to as the "Purchase Price" for each Right and for all purposes of this
         Agreement) by (2) 50% of the Current Market Price determined pursuant
         to Section 11(d)(i) hereof) per share of the



                                      -24-
<PAGE>   28
         Common Stock of such Principal Party on the date of consummation of
         such Section 13 Event;

                           (ii) such Principal Party shall thereafter be liable
         for, and shall assume, by virtue of such Section 13 Event, all the
         obligations and duties of the Company pursuant to this Agreement;

                           (iii) the term "Company" shall thereafter be deemed
         to refer to such Principal Party, it being specifically intended that
         the provisions of Section 11 hereof shall apply only to such Principal
         Party following the first occurrence of a Section 13 Event;

                           (iv) such Principal Party shall take such steps
         (including, but not limited to, the reservation of a sufficient number
         of shares of its Common Stock) 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 shares of Common Stock thereafter deliverable upon
         the exercise of the Rights; and

                           (v) the provisions of Section 11(a)(ii) hereof shall
         be of no effect following the first occurrence of any Section 13 Event.

             (b) "Principal Party" shall mean

                    (i) in the case of any transaction described in clause (x)
         or (y) of the first sentence of Section 13(a), the Person that is the
         issuer of any securities into which shares of Common Stock 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 any such case, (1) if the Common Stock of
         such Person is not at such time and has not been continuously over the
         preceding twelve (12) month period registered under Section 12 of the
         Exchange Act, and such Person is a direct or indirect Subsidiary of
         another Person the Common Stock of which is and has been so registered,
         "Principal Party" shall refer to such other Person; (2) in case such
         Person is a Subsidiary, directly or indirectly, of more than one
         Person, the Common Stocks 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 Stock having the greatest aggregate market
         value, and (3) in case such Person is owned, directly or indirectly, by
         a joint venture formed by two or more Persons that are not owned,
         directly or indirectly, by the same Person, the rules set forth in (1)
         and (2) above shall apply to each of the Persons having an interest in


                                      -25-
<PAGE>   29

         such joint venture as if such joint venture were a "Subsidiary" of both
         or all of such joint venturers.

             (c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock 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
         Expiration Date; and

                    (ii) use its best efforts to qualify or register the Rights
         and the securities purchasable upon exercise of the Rights under all
         applicable "blue sky" or state securities laws; and

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

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

             (d) Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in subparagraphs
(x) and (y) of Section 13(a) if (i) such transaction is consummated with a
Person or Persons who acquired shares of Common Stock pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock which complies with
the provisions of Section 11(a)(ii)(A) hereof (or a wholly-owned subsidiary of
any such Person or Persons), (ii) the price per share of Common Stock offered in
such transaction is not less than the price per share of Common Stock paid to
all holders of shares of Common Stock whose shares were purchased pursuant to
such tender offer or exchange offer and (iii) the form of consideration being
offered to the remaining holders of shares of Common Stock pursuant to such
transaction is the same as the form of consideration paid pursuant to such
tender offer or exchange offer. Upon consummation of any such transaction
contemplated by this Section 13(d), all Rights hereunder shall expire.

                                      -26-
<PAGE>   30
         SECTION 14.     FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

                  (a) The Company may but shall not be required to issue
fractions of Rights, except prior to the Distribution Date as provided in
Section 11(p) hereof, or to distribute Rights Certificates which evidence
fractional Rights. If the Company shall determine not to issue fractional
rights, then in lieu of such fractional Rights, unless prohibited by the terms
of any agreement to which the Company is a party on the date of this Agreement
(or, if the Board of Directors so determines, after the date of this Agreement),
there shall be paid to the registered holders of the Rights 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,
and if the Company is prohibited from paying cash in lieu of fractional Rights
then the Company shall round up the fractional Rights to the next highest number
of whole Rights so that Rights Certificates represent only whole numbers of
Rights. For purposes of this Section 14(a), the current market value of a whole
Right shall be the closing price of such Right for the Trading Day immediately
prior to the date on which such fractional Rights would have been otherwise
issuable. The closing price of the Rights for any day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the NYSE or, if the Rights are
not listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors of the Company. If on any such
date the Rights are not so listed, traded or quoted, and no such market maker is
then making a market in the Rights, the current market value of a Right on such
date shall mean the fair value of the Right on such date as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive for
all purposes.

                  (b) The Company shall, unless the Board of Directors
determines otherwise, issue fractions of shares of Preferred Stock upon exercise
of the Rights or distribute certificates which evidence fractional shares of
Preferred Stock. In the event the Company determines not to issue fractional
shares of Preferred Stock, the Company shall pay to the registered holders of
Rights 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 a share
of Preferred Stock, or if the Company is prohibited from paying cash in lieu of
fractional shares, then such fractional shares shall be aggregated and
distributed to the Rights Agent to be sold in the open market and the proceeds
thereof distributed to the appropriate holders of Rights. For purposes of this
Section 14(b), the current market value of Preferred Stock shall be the closing
price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii)
hereof) for the Trading Day immediately prior to the date of such exercise.


                                     - 27 -
<PAGE>   31
                  (c) Following the occurrence of a Triggering Event, the
Company shall, unless the Board of Directors determines otherwise, issue
fractions of shares of Common Stock upon exercise of the Rights or distribute
certificates which evidence fractional shares of Common Stock (or other capital
stock, if applicable). In the event the Company determines not to issue
fractional shares of Common Stock (or other capital stock, if applicable), the
Company shall pay to the registered holders of Rights 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 a share of Common Stock (or other
capital stock, if applicable), or if the Company is prohibited from paying cash
in lieu of fractional shares, then such fractional shares shall be aggregated
and distributed to the Rights Agent to be sold in the open market and the
proceeds thereof distributed to the appropriate holders of Rights. For purposes
of this Section 14(c), the current market value of Common Stock (or other
capital stock, if applicable) shall be the closing price of a share of Common
Stock (or other capital stock, if applicable) (as determined pursuant to Section
11(d)(ii) 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 permitted by this Section 14.

         SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and shall be entitled to specific performance
of the obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.
Holders of Rights shall be entitled to recover the reasonable costs and
expenses, including attorneys' fees, incurred by them in any action to enforce
the provisions of this Agreement.

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

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

                  (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights


                                     - 28 -
<PAGE>   32
Agent designated for such purposes, duly endorsed or accompanied by a proper
instrument of transfer and with the appropriate forms and certificates fully
executed;

                  (c) subject to Section 6(a) and Section 7(f) hereof, the
Company and the Rights Agent may deem and treat the person in whose name a
Rights Certificate (or, prior to the Distribution Date, the associated Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to the
contrary; and

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

         SECTION 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one
one-thousandths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in Section 26 hereof), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by such Rights 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
disbursements and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability.


                                     - 29 -
<PAGE>   33
                  (b) The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Preferred Stock, Common Stock or for other
securities of the Company, instrument or assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons.

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

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

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

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

                  (b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation,


                                     - 30 -
<PAGE>   34
the identity of any Acquiring Person and the determination of "Current Market
Price") be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof
is herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action taken
or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

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

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

                  (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Rights 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 Rights 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 Rights 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 shares of Common Stock or
Preferred Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock or Preferred Stock will,
when so issued, be validly authorized and issued, fully paid and nonassessable.

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

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

                  (h) The Rights Agent and any stockholder, 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


                                     - 31 -
<PAGE>   35
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the Company or
for any other legal entity.

                  (i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct; provided, however, 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 Rights 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
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise of 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 Stock and Preferred Stock, by registered or certified mail, and to
the holders of the Rights Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice in
writing mailed to the Rights Agent or successor Rights Agent, as the case may
be, and to each transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail, and to the holders of the Rights 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 Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or
of any state of the United States so long as such corporation has an office in
the city of New York, New York, is in good standing, and is qualified to act as
a transfer agent for equity securities registered on the NYSE or other
securities exchange on which equity securities of the Company are then
registered. 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


                                     - 32 -
<PAGE>   36
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 of a successor Rights Agent, the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock and the Preferred Stock, and shall mail a notice
thereof in writing to the registered holders of the Rights 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 RIGHTS CERTIFICATES.

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

                  (b) In addition, in connection with the issuance or sale by
the Company of shares of Common Stock following the Distribution Date and prior
to the redemption or expiration of the Rights, the Company (x) shall, with
respect to shares of Common Stock so issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement, granted or awarded as
of the Distribution Date, or upon the exercise, conversion or exchange of
securities hereafter issued by the Company, and (y) may, in any other case, if
deemed necessary or appropriate by the Board of Directors of the Company, issue
Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

         SECTION 23.     REDEMPTION AND TERMINATION.

                  (a) The Board of Directors of the Company may, at its option,
redeem all but not less than all the then outstanding Rights at a redemption
price of $.001 per Right, as such amount may be 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 Price"), at any time on or before the earlier of (i) the close of
business on the tenth business day following the Stock Acquisition Date (or, if
the Stock Acquisition Date shall have occurred prior to the Record Date, the
close of business on the tenth business day following the Record Date) or such
later date or dates as the Board of Directors, or any duly authorized committee
thereof, may designate; provided, however, that if such later date or dates are
designated, such designation shall be made on or prior to the date prior to
which redemption would otherwise be required, or (ii) the Final Expiration Date.
Notwithstanding the foregoing, the Board of Directors of the Company may not
redeem any Rights while any Person continues to


                                     - 33 -
<PAGE>   37
retain the status of an Adverse Person pursuant to Section 11(a)(ii)(B). The
Company may, at its option, pay the Redemption Price in cash, shares of Common
Stock (based on the "Current Market Price," as defined in Section 11(d)(i)
hereof, of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors and which does not
violate the terms of any agreement to which the Company is a party on the date
of this Rights Agreement (or, if the Board of Directors so determines, after the
date of this Agreement). Furthermore, if the Company shall determine to pay the
redemption price in Common Stock it may but shall not be required to issue
fractional shares and may aggregate fractional shares of Common Stock that would
otherwise be due to holders of Rights and distribute these shares to the Rights
Agent to be sold in the open market and the proceeds thereof shall be
distributed to the appropriate holders of Rights.

                  (b) Notwithstanding anything contained in this Agreement to
the contrary, the Rights shall not be exercisable after the first occurrence of
a Section 11(a)(ii) Event or Section 13 Event until such time as the Company's
right of redemption hereunder, as extended (if applicable), has expired.

                  (c) Immediately upon the action of the Board of Directors of
the Company 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 for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then outstanding Rights by mailing
such notice to all such holders at each holder's last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the Transfer Agent for the Common Stock. Such notice shall
state the method by which the payment of the Redemption Price will be effected.

         SECTION 24.     EXCHANGE.

                  (a) Subject to the limitations of applicable law and to any
restrictions set forth in any agreements to which the Company is a party on the
date of this Rights Agreement (or, if the Board of Directors so determines,
after the date of this Agreement), the Board of Directors of the Company may, at
its option, at any time after the occurrence of a Section 11(a)(ii) Event,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
7(e) hereof) at an exchange ratio of (1) one share of Common Stock of the
Company for each Right so exchanged, adjusted as appropriate to reflect any
stock split, stock combination, stock dividend or similar transaction occurring
after the date hereof (such share of Common Stock issuable in exchange for one
Right being referred to herein as an "Exchange Share"), or (2) Substitute
Consideration, as that term is defined below. The Board of Directors may
determine whether to deliver Exchange Shares or Substitute Consideration.
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Acquiring Person or Adverse Person
(together with all Affiliates and Associates of such Acquiring Person or Adverse
Person) becomes the Beneficial Owner of shares of Common Stock entitled to cast
50% or more of the aggregate number of votes entitled to be cast by all shares
of Common Stock then outstanding.


                                     - 34 -
<PAGE>   38
                  (b) In the event that the Board of Directors shall determine
to deliver Substitute Consideration in exchange for Rights, the Company shall
(1) determine the value of the Exchange Shares (the "Exchange Value"), and (2)
with respect to each Right to be exchanged, make adequate provision to
substitute for the Exchange Share the following (the "Substitute
Consideration"): (v) cash, (w) common stock equivalents (as that term is defined
in Section 11(a)(iii) hereof), (x) debt securities of the Company, (y) other
assets, or (z) any combination of the foregoing, having an aggregate value equal
to the Exchange Value, where such aggregate value has been determined by the
Board of Directors of the Company based upon the advice of a nationally
recognized investment banking firm selected by the Board of Directors of the
Company. For purposes of this Section 24, the value of a share of Common Stock
shall be the Current Market Price (as determined pursuant to Section 11(d)
hereof) per share of Common Stock on the Section 11(a)(ii) Trigger Date; and the
value of any common stock equivalent shall be deemed to have the same value as
the Common Stock on such date.

                  (c) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to this Section 24 and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights
shall be to receive the Exchange Share or Substitute Consideration for each
Right exchanged by such holder. Promptly after the action of the Board of
Directors of the Company authorizing any such exchange, the Company shall give
notice of such exchange to the Rights Agent and to the holders of the Rights by
mailing such notice to all such holders at each holder's last address as it
appears upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the Transfer Agent for the Common
Stock; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. Each such notice of
exchange will state the method by which the exchange for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 7(e) hereof) held by each holder of Rights.

                  (d) In the event that there shall not be sufficient shares of
Common Stock or common stock equivalents issued but not outstanding or
authorized but unissued to permit any exchange of Rights as contemplated by the
Board of Directors in accordance with this Section 24, the Company may take all
such action as may be necessary or appropriate to authorize additional shares of
Common Stock or common stock equivalents for issuance upon exchange of the
Rights.

                  (e) Unless the Board of Directors determines otherwise, the
Company shall be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock. In
lieu of such fractional shares of Common Stock, the Company shall pay to the
registered holders of the Right Certificates with regard to which such
fractional shares of Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole share of
Common Stock.


                                     - 35 -
<PAGE>   39
         SECTION 25.     NOTICE OF CERTAIN EVENTS.

                  (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular quarterly cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), 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 transaction or a series of related transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Rights 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, 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 shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least 20 days prior to
the record date for determining holders of the shares of Preferred Stock 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 shares of Preferred Stock whichever
shall be the earlier.

                  (b) In case any Section 11(a)(ii) Event hereof shall occur,
then (i) the Company shall as soon as practicable thereafter give to each holder
of a Rights 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) hereof, and (ii) all references in the preceding paragraph to
Preferred Stock shall be deemed thereafter to refer to Common Stock 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 Rights Certificate
to or on the Company shall be sufficiently given or made if delivered by hand or
by messenger services, or if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Rights Agent), as
follows:


                                     - 36 -
<PAGE>   40
                           The MIIX Group, Incorporated
                           2 Princess Road
                           Lawrenceville, New Jersey
                           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
Rights Certificate to or on the Rights Agent shall be sufficiently given or made
if delivered by hand or by messenger service, or if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:

                           Equiserve Trust Company, N.A.
                           525 Washington Blvd.
                           Suite 4690
                           Jersey City, NJ  07303
                           Attention:  Stock Transfer Department

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if delivered by hand
or by messenger service, or if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company. Any notice which is given to the holder of any Rights
Certificate (or, if prior to the Distribution Date, to the holder of
certificates representing shares of Common Stock) pursuant to this Agreement in
the manner provided for such notice shall be deemed given, whether or not such
notice is actually received.

         SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date
and subject to the penultimate sentence of this Section 27, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock. From and after the Distribution Date and
subject to the penultimate sentence of this Section 27, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person, an Adverse
Person, or an Affiliate or Associate of an Acquiring Person or Adverse Person);
provided, however, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating
to when the Rights may be redeemed at such time as the Rights already have
ceased to be redeemable, or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights (other than an Acquiring Person, an Adverse
Person or an Affiliate or Associate of an Acquiring Person or Adverse


                                     - 37 -
<PAGE>   41
Person). Without limiting, but subject to, the foregoing, the Company may at any
time before any Person has become an Acquiring Person amend this Agreement to
change the threshold or the method for determining whether a Person is or has
become an Acquiring Person. 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; provided that any amendment that
does not amend Sections 18, 19, 20 or 21 hereof in a manner adverse to the
Rights Agent shall be effective immediately upon execution by the Company
whether or not executed by the Rights Agent. Notwithstanding anything contained
in this Agreement to the contrary, no supplement or amendment shall be made
which changes the Redemption Price, the Final Expiration Date, the Purchase
Price or the number of one one-thousandths of a share of Preferred Stock for
which a Right is exercisable. Prior to the Distribution Date, the interests of
the holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

         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
including, without limitation, any corporation or other entity into which the
Company may be merged.

         SECTION 29. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act as in effect on the date hereof. The Board of Directors
of the Company (with, where specifically provided for herein, the concurrence of
the disinterested Directors) shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board (with, where specifically provided for herein, the
concurrence of the disinterested Directors) or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations which are done or
made by the Board (with, where specifically provided for herein, the concurrence
of the disinterested Directors) in good faith, shall be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties. Further, nothing contained in this Agreement shall be deemed to
impose on the Board of Directors or the Company any obligation to approve a
tender offer, merger, acquisition or other similar proposal by or from a Person
even though the terms of such proposal may be fair to stockholders of the
Company.

         SECTION 30. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be


                                     - 38 -
<PAGE>   42
for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

         SECTION 31. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court or other authority of competent
jurisdiction 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 of
Directors of the Company 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 extended, or if expired 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 of Directors. Without limiting the foregoing, if any provision
requiring that a determination be made by less than the entire Board of
Directors (or at a time or with the concurrence of a group of directors
consisting of less than the entire Board) is held by a court or other authority
of competent jurisdiction to be invalid, void or unenforceable, such
determination shall then be made by the Board in good faith in accordance with
applicable law and the Company's certificate or articles of incorporation and
by-laws.

         SECTION 32. GOVERNING LAW. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the jurisdiction of incorporation of the Company, as the same may change
from time to time, and for all purposes shall be governed by and construed in
accordance with the laws of such jurisdiction applicable to contracts made and
to be performed entirely within such jurisdiction.

         SECTION 33. 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 34. TABLE OF CONTENTS; DESCRIPTIVE HEADINGS. The Table of
Contents and the descriptive headings of the several Sections of this Agreement
are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.


                                     - 39 -
<PAGE>   43
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers as of the day
and year first above written.

Attest:                            THE MIIX GROUP, INCORPORATED


By___________________________      By   s/s Catherine E. Williams
     Name:                                  Name:   Catherine E. Williams
     Title:                                 Title:  Vice President and Secretary


Attest:                            EQUISERVE TRUST COMPANY, N.A.


By___________________________      By     s/s Thomas Grayman
     Name:                                  Name:    Thomas Grayman
     Title:                                 Title:   Senior Managing Director

Attest:                            EQUISERVE, L.P.


By___________________________      By     s/s Thomas Grayman
     Name:                                  Name:    Thomas Grayman
     Title:                                 Title:   Senior Managing Director


                                     - 40 -
<PAGE>   44
                                                                       Exhibit A

                          THE MIIX GROUP, INCORPORATED

                 DESIGNATION OF POWERS, PREFERENCES, RIGHTS AND
                 QUALIFICATIONS OF SERIES A JUNIOR PARTICIPATING
                                 PREFERRED STOCK

         1. DESIGNATION AND AMOUNT. The shares of stock of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares of stock constituting such series shall be 100,000.

         2.       DIVIDENDS AND DISTRIBUTIONS.

                  (a) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock which are issued and outstanding shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for the
purpose, dividends in an amount per share (rounded to the nearest cent) subject
to the provision for adjustment hereinafter set forth, equal to 1,000 times the
per share amount of all cash dividends (payable in cash), and 1,000 times the
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 shares of the Common Stock, $.01 par value, of the
Company (the "Common Stock"). In the event the Company shall at any time after
June 27, 2001 (the "Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount of cash dividends or other
distributions to which holders of shares of Series A Junior Participating
Preferred Stock were entitled pursuant to the preceding sentence immediately
prior to such event shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (b) The Company shall declare a dividend or distribution on
the issued and outstanding shares of Series A Junior Participating Preferred
Stock as provided in paragraph (a) above immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).

                  (c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
date of declaration of any dividend on the Common Stock. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Junior Participating 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


                                      A-1
<PAGE>   45
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 Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

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

                  (a) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company. In the event the Company shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Participating 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 or required by law,
the holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of the stockholders of the Company.

                  (c) (i) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears for a period of two full
fiscal quarters, the occurrence of such contingency shall mark the beginning of
a period (herein called a "default period") which shall extend until such time
as all accrued and unpaid dividends then outstanding shall have been declared
and paid or set apart for payment. During each default period, all holders of
Preferred Stock which does not rank senior to the Series A Junior Participating
Preferred Stock (including the Series A Junior Participating Preferred Stock)
with dividends in arrears thereon for a period of two full fiscal quarters,
voting as a class, irrespective of series, shall have the right to elect one
Director.

                           (ii) During any default period, such voting right of
the holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(c) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that neither such voting right nor the right
of the holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless the
holders of 10% in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors


                                      A-2
<PAGE>   46
as may then exist up to one Director or, if such right is exercised at an annual
meeting, to elect one Director. If the number which may be so elected at any
special meeting does not amount to the required number, the holders of the
Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required
number. After the holders of the Preferred Stock shall have exercised their
right to elect Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or decreased except
by vote of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the Series
A Junior Participating Preferred Stock.

                           (iii) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than 10% of the total number of
shares of Preferred Stock outstanding, irrespective of series, may request, the
calling of a special meeting of the holders of Preferred Stock, which meeting
shall thereupon be called by the Chairman, the President, a Vice President or
the Secretary of the Company. Notice of such meeting and of any annual meeting
at which holders of Preferred Stock are entitled to vote pursuant to this
paragraph (c) (iii) shall be given to each holder of record of Preferred Stock
by mailing a copy of such notice to him at his last address as the same appears
on the books of the Company. Such meeting shall be called for a time not earlier
than 20 days and not later than 60 days after such order or request or in
default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than 10% of the total number of
shares of Preferred Stock outstanding. Notwithstanding the provisions of this
paragraph (c)(iii), no such special meeting shall be called during the period
within 60 days immediately preceding the date fixed for the next annual meeting
of the stockholders.

                           (iv) In any default period, the holders of Common
Stock and of Series A Junior Participating Preferred Stock, and other classes of
stock of the Company if applicable, shall continue to be entitled to elect the
whole number of Directors until the holders of Preferred Stock shall have
exercised their right to elect one Director voting as a class, after the
exercise of which right (x) the Director so elected by the holders of Preferred
Stock shall continue in office until his successor shall have been elected by
such holders or until the expiration of the default period, and (y) any vacancy
in the Board of Directors may (except as provided in paragraph (c) (ii) of this
Section 3 or in the articles or certificate of incorporation of the Company) be
filled by vote of a majority of the remaining Directors theretofore elected by
the holders of the class of stock which elected the Director whose office shall
have become vacant. References in this paragraph (c) to Directors elected by the
holders of a particular class of stock shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

                           (v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to elect a
Director shall cease, (y) the term of any Director elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the articles or certificate of


                                      A-3
<PAGE>   47
incorporation or by-laws irrespective of any increase made pursuant to the
provisions of paragraph (c)(ii) of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in the articles
or certificate of incorporation or by-laws). Any vacancies in the Board of
Directors effected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors.

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

         4.       CERTAIN RESTRICTIONS.

                  (a) Whenever any dividends or distributions payable on the
Series A Junior Participating 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 Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Company shall not

                           (i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock,
provided, that the Company may at any time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange for any stock of the Company ranking
no higher (either as to dividends or rights upon liquidation, dissolution or
winding up) than such junior stock;

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

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

                           (iv) purchase or otherwise acquire for consideration
any shares of Series A Junior Participating Preferred Stock, or any shares of
stock ranking on a parity with the Series A Junior Participating 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


                                      A-4
<PAGE>   48
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 Company shall not permit any subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         5. REACQUIRED SHARES. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled 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 to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

         6.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Company, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received $1.00 per share, plus an amount equal to any
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series A Liquidation Preference"). Following
the payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

                  (b) Notwithstanding paragraph (a) of this Section 6, (i) in
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of the Series A
Participating Preferred Stock and of any such parity shares in proportion to
their respective liquidation preferences; and (ii) in the event that after the
required distributions to holders of Preferred Stock there are not sufficient


                                      A-5
<PAGE>   49
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

                  (c) In the event the Company shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment 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.

         7. CONSOLIDATION, MERGER, ETC. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision of adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time after the Rights Declaration Date (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (ii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         8. NO REDEMPTION. The shares of Series A Junior Participating Preferred
Stock shall not be redeemable.

         9. RANKING. The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Company's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

         10. AMENDMENT. The Certificate of Incorporation of the Company shall
not be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class.

         11. FRACTIONAL SHARES. Series A Junior Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.


                                      A-6
<PAGE>   50
                                                                       Exhibit B

NOT EXERCISABLE AFTER JUNE 27, 2011 OR EARLIER IF REDEEMED BY THE COMPANY. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS REPRESENTED HEREBY
MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.

                          THE MIIX GROUP, INCORPORATED
                     SUMMARY OF RIGHTS AND RIGHTS AGREEMENT

                  On June 27, 2001, the Board of Directors of THE MIIX GROUP,
INCORPORATED (the "Company") declared a dividend distribution of one right (a
"Right") for each outstanding share of Common Stock, $.01 par value (the "Common
Stock"), to holders of Common Stock of record at the close of business on July
10, 2001. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of new Series A Junior Participating Preferred
Stock, $.01 par value (the "Preferred Stock"), at a Purchase Price of $35.00 per
unit, subject to adjustment. The terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Equiserve, L.P.
and its wholly-owned subsidiary, Equiserve Trust Company, N.A. as Rights Agent.

         The following description of the principal provisions of the Rights and
the Rights Agreement is a summary only, does not purport to be complete and is
qualified in its entirety by the provisions of the Rights Agreement (and
exhibits thereto), a copy of which has been filed by the Company with the
Securities and Exchange Commission. A copy of the Rights Agreement is available
free of charge from the Company upon written request directed to the Secretary
of the Company at its principal offices.

                  Until the Distribution Date (as defined below), (a) the Rights
will be evidenced by the Common Stock certificates and will be transferable only
with such Common Stock certificates, (b) new Common Stock certificates issued
after July 10, 2001 will contain a notation incorporating the Rights Agreement
by reference and (c) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.

                  The Rights will not become exercisable until a Distribution
Date occurs and the Company's right to redeem the Rights (as hereinafter
described) has expired. Holders of Rights


                                      B-1
<PAGE>   51
will have no rights as holders of the capital stock purchasable upon exercise of
the Rights (including, without limitation, the right to vote or receive
dividends) unless and until their Rights have been exercised. The Rights will
expire at the close of business on June 27, 2011, unless they are earlier
redeemed by the Company or expire in accordance with other provisions of the
Rights Agreement as described below.

                  As soon as practicable after the occurrence of a Distribution
Date, Rights Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and thereafter the
separate Rights Certificates alone will represent the Rights. Shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.

                  A Distribution Date will occur upon the earliest to occur of
any of the following events:

                           (1) ten business days following the date (the "Stock
Acquisition Date") of a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the shares of Common Stock then outstanding, provided that an
"Acquiring Person" will not include the Company, its subsidiaries or any of
their employee benefit plans, now or hereafter existing, or persons with whom
the Company has entered into standstill agreements prior to the time they became
holders of 15% or more of the outstanding Common Stock;


                           (2) ten business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding Common Stock (unless such
tender offer or exchange offer is an offer for all outstanding Common Stock
which a majority of the directors of the Company determines to be fair to and
otherwise in the best interests of the Company and its stockholders); and



                           (3) ten days after the date on which a person becomes
an "Adverse Person". A person will become an "Adverse Person" if all of the
following occurs: (i) a majority of the directors, after reasonable inquiry and
investigation and consultation with such persons as they deem appropriate,
determine that (x) beneficial ownership by a specified person of an amount of
Common Stock exceeding the Ownership Limitation (as defined below) is, or would
likely be, intended to cause the Company to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the Company to take
action or enter into a transaction or series of transactions intended to provide
such person with short-term financial gain under circumstances where the
majority of directors determines that the best long-term interests of the
Company and its stockholders would not be served by taking such action or
entering into such transactions or series of transactions at that time or (y)
beneficial ownership by such person of an amount of Common Stock exceeding the
Ownership Limitation is causing or reasonably likely to cause a material adverse
impact (including, but not



                                      B-2
<PAGE>   52

limited to, impairment of relationships with customers, suppliers or creditors
or impairment of the Company's ability to maintain its competitive position) on
the business or prospects of the Company; (ii) a majority of directors designate
a specific limitation on the amount of Common Stock which such specified person
may beneficially own, which amount (the "Ownership Limitation") may be less
than, equal to, or more than the amount of shares then owned by such person, but
not less than 10% of the outstanding shares); and (iii) the beneficial ownership
of shares of such person, including such person's affiliates and associates,
shall (either before or after the occurrence of the events specified in clauses
(i) or (ii) above) exceed the Ownership Limitation. A majority of directors also
may terminate the status of a person as an Adverse Person.


                  Notwithstanding the foregoing, with respect to the events
specified in clauses (a) and (b) above, the Board of Directors may designate, in
accordance with the Rights Agreement, a later date as the Distribution Date.


                  In the event that, following a Distribution Date, (i) a Person
becomes an Acquiring Person (except pursuant to an offer for all outstanding
shares of Common Stock which the directors determine to be fair to and otherwise
in the best interests of the Company, and its stockholders) or (ii) a person
becomes an Adverse Person (collectively, "Flip-In Events"), each holder of a
Right will thereafter have the right to receive, upon exercise of such Right,
instead of 1/1000th of a share of Preferred Stock for the Purchase Price, shares
of Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the Purchase Price
of the Right. Notwithstanding the foregoing, following the occurrence of any of
the Flip-In Events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person or an Adverse Person or by certain related parties
will be null and void. However, Rights will not be exercisable following the
occurrence of either of the Flip-In Events set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.


                  For example, at a Purchase Price of $35.00 per Right, each
Right not owned by an Acquiring Person or by an Adverse Person (or, by certain
related parties) following a Flip-In Event described in the preceding paragraph
would entitle its holder to purchase $70.00 worth of Common Stock (or, in
certain circumstances other cash, property or securities) for $35.00. Assuming
that the Common Stock had a per share value of $10.00 at such time, the holder
of each valid Right would be entitled to purchase 7 shares of Common Stock for
$35.00.

                  The Purchase Price payable upon exercise of the Rights may be
paid in cash, by certified bank check or bank draft or, if authorized by the
Board of Directors, by delivery of shares of Common Stock.

                  Following a Flip-In Event, subject to applicable law, the
Board of Directors may determine to exchange for any or all Rights (other than
Rights held by an Acquiring Person or Adverse Person and certain related
parties) one share of Common Stock for each Right so exchanged or substitute
value in the form of cash, property, debt or equity securities, or any


                                      B-3
<PAGE>   53
combination of the foregoing. Such exchange will be on a pro rata basis if less
than all Rights are to be exchanged, and holders of Rights will not be required
to pay any consideration (other than delivery of the Right) in any such
exchange.


                  In the event that, at any time following a Stock Acquisition
Date, (a) the Company is acquired in a merger or other business combination
transaction (other than certain specified acquisitions, or an acquisition
following an offer determined by the directors to be fair), or (b) more than 50%
of the Company's assets or earning power is sold or transferred, each holder of
a Right which has not yet been exercised (except Rights of Acquiring or Adverse
Persons and certain other related persons which previously have been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
Purchase Price of the Right. The events set forth in this paragraph as well as
Flip-In Events are referred to as the "Triggering Events."


                  The number of Rights, the Purchase Price payable and/or the
number of shares of Preferred Stock (or other securities or property issuable
upon exercise of the Rights) and the redemption price hereinafter specified are
subject to mandatory or discretionary adjustment from time to time in certain
circumstances to prevent dilution or to avoid adverse tax consequences. With
certain exceptions, no adjustment in the Purchase Price will be required unless
cumulative adjustments amount to at least 1% of the Purchase Price.

                  The Company may determine not to issue fractional shares of
Preferred Stock or Common Stock upon exercise or exchange of the Rights, and, in
lieu hereof, an adjustment in cash may be made based on the market price of the
Preferred Stock (or Common Stock, as the case may be).

                  In general, at any time until ten business days following a
Stock Acquisition Date, or such later date as the Board of Directors may
designate, the Company may redeem the Rights in whole, but not in part, at a
price of $.001 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors). The Company may not redeem the
Rights while a person continues to retain the status of an Adverse Person.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the redemption price.

                  While the distribution of the Rights themselves will not be
taxable to stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock of the Company (or for other consideration) or for
common stock of an acquiring company as set forth above.


                  The Rights Agreement vests the authority to administer the
Agreement in the Board of Directors. All actions, interpretations, calculations
and determinations which are taken or made by the Board of Directors in good
faith will be final and binding. Nothing contained in the Rights Agreement will
be deemed to impose on the Board of Directors or the Company any obligation to
approve a tender offer, merger, acquisition or other similar proposal



                                      B-4
<PAGE>   54
by or from a person even though the terms of such proposal may be fair to
stockholders of the Company.

                  Other than those provisions relating to certain principal
economic terms of the Rights which may not be amended, any of the provisions of
the Rights Agreement may be amended by the Board of Directors of the Company at
any time prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely effect the interests of
holders of Rights (excluding the interest of any Acquiring Person or Adverse
Person), or to shorten or lengthen certain time periods under the Rights
Agreement.

                  The issuance of the Rights themselves has no dilutive effect
on the Company and will not affect reported earnings per share of the Company.

                  As previously indicated, the foregoing is only a summary of
the principal provisions of the Rights and Rights Agreement. The specific terms
of the Rights and the Preferred Stock initially issuable upon exercise of the
Rights are set forth in the Rights Agreement and the Exhibits thereto
(particularly Exhibit A thereto setting forth the powers, preferences, rights
and qualifications of the Preferred Stock and Exhibit C thereto containing the
form of Rights Certificate), and reference is made to the Rights Agreement and
exhibits, copies of which are available free of charge from the Company.


                                      B-5
<PAGE>   55
                                                                       Exhibit C

                          [FORM OF RIGHTS CERTIFICATE]

Certificate No. R-                                             __________ Rights

NOT EXERCISABLE AFTER JUNE 27, 2011 OR EARLIER IF REDEEMED BY THE COMPANY. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ADVERSE
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
AN [ACQUIRING] [ADVERSE] PERSON OR AN AFFILIATE OR ASSOCIATE OF AN [ACQUIRING]
[ADVERSE] PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.*]

                               Rights Certificate

                          THE MIIX GROUP, INCORPORATED

                  This certifies that ________________, 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 June 28, 2001, as the same may be modified or amended
from time to time (the "Rights Agreement"), between The Miix Group,
Incorporated, a Delaware corporation (the "Company"), and EQUISERVE, L.P. and
its wholly-owned subsidiary Equiserve Trust Company, N.A., (the "Rights Agent"),
to purchase from the Company at any time prior to 5:00 P.M. (local New York City
time) on June 27, 2011, 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, non-assessable share of Series A Junior Participating Preferred
Stock (the "Preferred Stock") of the Company, at a purchase price of $35.00 per
one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and related Certificate duly executed. The number of Rights
evidenced by this Rights Certificate (and the number of shares which may be
purchased upon exercise hereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of

------------------
*        The portion of the legend in brackets shall be inserted only if
         applicable, shall be modified to apply to an Acquiring Person or an
         Adverse Person as applicable, and shall replace the preceding sentence.


                                      C-1
<PAGE>   56
_______________, based on the Preferred Stock as constituted at such
date. The Company reserves the right as provided in the Rights Agreement to
require prior to the occurrence of a Triggering Event (as such term is defined
in the Rights Agreement) that a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.


                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or Adverse Person
or an Affiliate or Associate of any such Acquiring Person or Adverse Person (as
such terms are defined in the Rights Agreement), (ii) a transferee of any such
Acquiring Person, Adverse Person, Associate or Affiliate, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person or Adverse Person or an
Affiliate or Associate of an Acquiring Person or Adverse 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 such Section 11(a)(ii)
Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events.

                  This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Rights Certificate,
which limitations of rights include the temporary suspension of the
exercisability of such Rights under the specific circumstances set forth in the
Rights Agreement. Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent and are also available free of charge
from the Company upon written request, directed to the Secretary of the Company
at its principal offices.

                  This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one one-thousandths
of a share of Preferred Stock (or other securities, if applicable) as the Rights
evidenced by the Rights Certificate or Rights Certificates surrendered shall
have entitled such holder to purchase. If this Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.

                  Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.001 per Right at any time prior to the earlier of the
close of business on (i) the tenth business day following the Stock Acquisition
Date (as such time period may be extended pursuant to the


                                      C-2
<PAGE>   57
Rights Agreement), (ii) the date the Rights expire pursuant to Section 13(d) of
the Rights Agreement, and (iii) the Final Expiration Date.

                  Subject to the provisions of the Rights Agreement, the Company
may determine not to issue fractional shares of Preferred Stock or other
securities issuable upon exercise or exchange of any Right or Rights evidenced
hereby. Fractional shares of stock may, at the election of the Company, be
evidenced by depository receipts. In lieu of fractional shares a cash payment
will be made, subject to certain exceptions, as provided in the Rights
Agreement.

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

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

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

Dated as of ___________________

ATTEST:                                      THE MIIX GROUP, INCORPORATED



_____________________________                By_______________________________
Title:                                           Title:

Countersigned:
_____________________________


By___________________________
      Authorized Signature


                                      C-3
<PAGE>   58
                  [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE]

                               FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED _______________________________________________ hereby sells,
assigns and transfers unto

________________________________________________________________________________
                  (Please print name and address of transferee)

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

Dated: _______________


                                                     ___________________________
                                                     Signature

Signature Guaranteed:

                                   CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) 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, an Adverse Person or an Affiliate or Associate of any such Person, (as
such terms are defined pursuant to the Rights Agreement.);

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

Dated: ________________

                                                     ___________________________
                                                     Signature

Signature Guaranteed:


                                      C-4
<PAGE>   59
                                     NOTICE

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


                                      C-5
<PAGE>   60
                         [FORM OF ELECTION TO PURCHASE]

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


To:      THE MIIX GROUP, INCORPORATED

                  The undersigned hereby irrevocably elects to exercise
_____________ Rights represented by this Rights Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of the Rights (or such
other securities of the Company or of any other person or other property as may
be issuable upon the exercise of the Rights) and requests that certificates for
such shares and or such other property be issued in the name of and delivered
to:

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 Rights Certificate, a new Rights Certificate, for the balance of such
Rights shall be registered in the name of and delivered to:

Please insert social security or other identifying number

        ________________________________________________________________________

                         (Please print name and address)

        ________________________________________________________________________

        ________________________________________________________________________





Dated: _______________

                                                     ___________________________
                                                     Signature

Signature Guaranteed:


                                      C-6
<PAGE>   61
                                   CERTIFICATE

                  The undersigned hereby certifies by checking the appropriate
boxes that:

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

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

Dated: ________________


                                                     ___________________________
                                                     Signature

Signature Guaranteed:

                                     NOTICE

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

                                      C-7