<PAGE>   1
                                                                    EXHIBIT 4.1



                                RIGHTS AGREEMENT

                           DATED AS OF AUGUST 17, 2001

                                 BY AND BETWEEN

                            CARDIOGENESIS CORPORATION

                   (F/K/A ECLIPSE SURGICAL TECHNOLOGIES, INC.)

                                       AND

                         EQUISERVE TRUST COMPANY, N.A.,

                                 AS RIGHTS AGENT




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<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
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<S>                                                                                                                         <C>
Section 1.    CERTAIN DEFINITIONS..............................................................................................1

Section 2.    APPOINTMENT OF RIGHTS AGENT......................................................................................5

Section 3.    ISSUANCE OF RIGHTS CERTIFICATES..................................................................................6

Section 4.    FORM OF RIGHT CERTIFICATES.......................................................................................7

Section 5.    COUNTERSIGNATURE AND REGISTRATION................................................................................8

Section 6.    TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED,
              LOST OR STOLEN RIGHT CERTIFICATES................................................................................8

Section 7.    EXERCISE OF RIGHTS...............................................................................................9

Section 8.    CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES..............................................................11

Section 9.    RESERVATION AND AVAILABILITY OF CAPITAL STOCK...................................................................11

Section 10.   SECURITIES RECORD DATE..........................................................................................12

Section 11.   ADJUSTMENT OF EXERCISE PRICE, NUMBER OF SHARES ISSUABLE UPON EXERCISE OF RIGHTS OR NUMBER OF RIGHTS.............12

Section 12.   CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF SHARES ISSUABLE UPON EXERCISE OF RIGHTS.....................17

Section 13.   CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER............................................18

Section 14.   FRACTIONAL RIGHTS AND FRACTIONAL SHARES.........................................................................20

Section 15.   RIGHTS OF ACTION................................................................................................21

Section 16.   AGREEMENT OF RIGHT HOLDERS......................................................................................21

Section 17.   RIGHT HOLDER AND RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER..............................................22
</TABLE>


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<TABLE>
<S>                                                                                                                          <C>
Section 18.   CONCERNING THE RIGHTS AGENT.....................................................................................22

Section 19.   MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.......................................................23

Section 20.   DUTIES OF RIGHTS AGENT..........................................................................................23

Section 21.   CHANGE OF RIGHTS AGENT..........................................................................................25

Section 22.   ISSUANCE OF NEW RIGHT CERTIFICATES..............................................................................26

Section 23.   REDEMPTION OF RIGHTS............................................................................................26

Section 24.   EXCHANGE OF RIGHTS..............................................................................................27

Section 25.   NOTICE OF CERTAIN EVENTS........................................................................................28

Section 26.   NOTICES. .......................................................................................................29

Section 27.   SUPPLEMENTS AND AMENDMENTS......................................................................................29

Section 28.   CERTAIN COVENANTS...............................................................................................30

Section 29.   SUCCESSORS......................................................................................................30

Section 30.   BENEFITS OF THIS AGREEMENT......................................................................................30

Section 31.   SEVERABILITY....................................................................................................31

Section 32.   GOVERNING LAW...................................................................................................31

Section 33.   COUNTERPARTS....................................................................................................31

Section 34.   DESCRIPTIVE HEADINGS............................................................................................31

Section 35    DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS.............................................................31
</TABLE>


                                TABLE OF EXHIBITS

Exhibit A -- Form of Right Certificate



                                       ii

<PAGE>   4

                                RIGHTS AGREEMENT


        This Rights Agreement (the "Agreement") is made and entered into as of
the 17th day of August, 2001 by and between CARDIOGENESIS CORPORATION, a
California corporation the "Company") (formerly known as Eclipse Surgical
Technologies, Inc.) and EquiServe Trust Company, a national banking association,
as rights agent (the "Rights Agent").

        WHEREAS, the Board of Directors of the Company (the "Board of
Directors") has authorized and declared a dividend of one preferred share
purchase right (a "Right") for each Common Share (as hereinafter defined) of the
Company outstanding on August 30, 2001 (the "Record Date"), each Right
representing the right to purchase one one-hundredth of a Preferred Share (as
hereinafter defined), upon the terms and subject to the conditions set forth
herein, and has further authorized and directed the issuance of one Right with
respect to each Common Share that shall become outstanding between the Record
Date and the earliest of the Distribution Date, the Redemption Date or the
Expiration Date (as such terms are hereinafter defined).

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

SECTION 1. CERTAIN DEFINITIONS.

        For purposes of this Agreement, the following terms have the meanings
indicated:

        "Affiliate" and "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 promulgated under the Exchange Act, as in effect on
the date hereof.

        "Acquiring Person" shall mean any Person that Beneficially Owns 15% or
more of the Voting Shares of the Company then outstanding; provided, however,
that the term "Acquiring Person" shall not include: (i) an Exempt Person; (ii)
any Person that would not otherwise be an Acquiring Person but for a reduction
in the number of outstanding Voting Shares resulting from a stock repurchase
program or other similar plan of the Company or from a self tender offer of the
Company, which plan or tender offer commenced on or after the date hereof;
provided, however, that the term "Acquiring Person" shall include such Person
from and after the first date upon which (A) such Person, since the date of the
commencement of such plan or tender offer, shall have acquired Beneficial
Ownership of, in the aggregate, a number of Voting Shares of the Company equal
to 1% or more of the Voting Shares of the Company then outstanding and (B) such
Person, together with all Affiliates and Associates of such Person, shall
Beneficially Own 15% or more of the Voting Shares of the Company then
outstanding; (iii) any Person that would not otherwise be an Acquiring Person
but for its Beneficial Ownership of Rights; (iv) any Person that is the
Beneficial Owner of 15% or more of the outstanding Voting Shares of the Company
as of August 17, 2001 and thereafter has continued to be the Beneficial Owner of
at least 15% of the Voting Shares of the Company then outstanding; provided,
however, that the term Acquiring Person shall include such Person from and after
the first date upon which (A) such Person, since August 17, 2001, shall have
acquired, without the prior approval of the Board of Directors of the Company,
Beneficial Ownership of additional Voting Shares equal to 1% of the then
outstanding Voting Shares of the Company and (B) such Person, together with all
Affiliates and Associates of such Person, shall Beneficially Own more than 15%
or more of the


<PAGE>   5

Voting Shares of the Company then outstanding; or (v) any Person that is the
Beneficial Owner of 15% or more of the outstanding Voting Shares of the Company
solely as the result of the operation of clause (iv) of the definition of
"Beneficial Owner" and "Beneficially Own" if and during such period as the Board
of Directors shall have determined that the operation of such clause should be
waived in the best interests of the Company and its shareholders; provided,
however, that any determination pursuant to this clause (v) shall have been made
prior to any change in the composition of the Board of Directors following the
date that such Person shall have become the Beneficial Owner of such Voting
Shares if such change in composition involved the election of two or more new
members of the Board of Directors. In calculating the percentage of the
outstanding Voting Shares that are Beneficially Owned by a Person for purposes
of this definition, Voting Shares that are Beneficially Owned by such Person
shall be deemed outstanding, and Voting Shares that are not Beneficially Owned
by such Person and that are subject to issuance upon the exercise or conversion
of outstanding conversion rights, exchange rights, rights, warrants or options
shall not be deemed outstanding. Any determination made by the Board of
Directors of the Company as to whether any Person is or is not an Acquiring
Person shall be conclusive and binding upon all holders of Rights.

        "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) of the Exchange Act) by the Company or an
Acquiring Person containing the facts by virtue of which a Person has become an
Acquiring Person.

        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, for purposes of
        Section 13(d) of the Exchange Act and Rule 13d-3 promulgated under the
        Exchange Act, in each case as in effect on the date hereof;

                (ii) that such Person or any of such Person's Affiliates or
        Associates has the right to acquire (whether such right is exercisable
        immediately, or only after the passage of time, compliance with
        regulatory requirements, the fulfillment of a condition or otherwise)
        pursuant to any agreement, arrangement or understanding, or upon the
        exercise of conversion rights, exchange rights (other than these
        Rights), rights, warrants or options, or otherwise; provided, however,
        that a Person shall not be deemed the Beneficial Owner of, or to
        Beneficially Own, securities tendered pursuant to a tender offer or
        exchange offer made by or on behalf of such Person or any of such
        Person's Affiliates or Associates until such tendered securities are
        accepted for purchase or exchange;

                (iii) that such Person or any such Person's Affiliates or
        Associates has the right to vote, whether alone or in concert with
        others, pursuant to any agreement, arrangement or understanding;
        provided, however, that a Person shall not be deemed the Beneficial
        Owner of, or to Beneficially Own, any security if the agreement,
        arrangement or understanding to vote such security (A) arises solely
        from a revocable proxy given to such Person or any of such Person's
        Affiliates or Associates in response to a public proxy



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<PAGE>   6

        solicitation made pursuant to and in accordance with the applicable
        rules and regulations promulgated under the Exchange Act, and (B) is not
        also then reportable on Schedule 13D under the Exchange Act (or any
        comparable or successor report);

                (iv) that are Beneficially Owned, directly or indirectly, by any
        other Person with which such Person or any of such Person's Affiliates
        or Associates has any agreement, arrangement or understanding for the
        purpose of acquiring, holding, voting (other than voting pursuant to a
        revocable proxy as described in the proviso to clause (iii) of this
        definition of "Beneficial Owner") or disposing of any securities of the
        Company; and

                (v) that, on any day on or after the Distribution Date, evidence
        Rights that prior to such date were represented by certificates for
        Common Shares that such Person Beneficially Owns on such day.

Notwithstanding anything to the contrary in this Section l(b), a Person engaged
in business as an underwriter of securities shall not be deemed 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.

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

        "Certificate of Determination" shall mean the certificate of
determination of preferences designating the rights, preferences and privileges
of the Preferred Shares in accordance with the California General Corporation
Law.

        "Close of Business" on any given date shall mean 5:00 p.m.,
Massachusetts time, on such date; provided, however, that if such date is not a
Business Day, it shall mean 5:00 p.m., Massachusetts time, on the next
succeeding Business Day.

        "Closing Price" of a stock or other security on any day shall be the
last sale price, regular way, per share of such stock or unit of such other
security on such day or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if such stock or other security is not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which such stock or other security is listed or admitted
to trading or, if such stock or other security is not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported on the Nasdaq National Market ("NASDAQ") or such other
system then in use or, if on any such date such stock or other security is not
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker that makes a market in such stock or
other security and that is selected by the Board of Directors of the Company.



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<PAGE>   7

        "Common Share" shall mean one share of the Common Stock of the Company,
no par value per share, unless used with reference to a Person other than the
Company, in which case it shall mean one share of each class of stock of such
Person having the right to vote generally in the election of directors or, if
such Person is a Subsidiary of another Person, one Common Share of the Person
that ultimately controls such Person.

        "Common Share Equivalent" shall have the meaning ascribed to it in
Section 11(a)(iii) hereof.

        "Current Market Price" per share of a stock or unit of any other
security on any date shall mean the average of the daily Closing Prices of such
stock or other security for the 30 consecutive Trading Days through and
including the Trading Day immediately preceding the date in question; provided,
however, that if any event shall have caused the Closing Price on any Trading
Day during such 30-day period not to be fully comparable with the Closing Price
on the date in question (or, if no Closing Price is available on the date in
question, on the Trading Day immediately preceding the date in question), then
each such non-comparable Closing Price so used shall be appropriately adjusted
by the Board of Directors in order to make the Closing Price on each Trading Day
during the period used for the determination of the Current Market Price fully
comparable with the Closing Price on such date in question (or, if applicable,
the immediately preceding Trading Day). "Current Market Price" per share of any
stock or unit of such other security that is not publicly held or so listed or
traded, and "Current Market Price" of any other property, shall mean the fair
value per share of such stock or unit of such other security, or the fair value
of such other property, respectively, as determined in good faith by the Board
of Directors of the Company based upon such appraisals or valuation reports of
such independent experts as the Board of Directors shall in good faith determine
appropriate, which determination shall be described in a statement filed by the
Company with the Rights Agent.

        "Distribution Date" shall have the meaning ascribed to it in Section 3
hereof.

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

        "Exempt Person" shall mean the Company, any wholly-owned Subsidiary of
the Company, any employee benefit plan of the Company or of a Subsidiary of the
Company and any Person holding Voting Shares for or pursuant to the terms of any
such employee benefit plan.

        "Exercise Price" shall have the meaning ascribed to it in Section 7(c)
hereof.

        "Expiration Date" shall mean August 17, 2011.

        "Person" shall mean any individual, firm, partnership, corporation,
association, trust, joint venture, limited liability company, unincorporated
organization, group (as such term is used in Rule 13d-5 promulgated under the
Exchange Act as in effect on the date hereof) or other entity, and shall include
any successor (by merger or otherwise) of such entity.

        "Preferred Share" shall mean one share of the Series A Preferred Stock,
no par value per share, of the Company, which shall have the rights, preferences
and privileges set forth in the Certificate of Designation for the Preferred
Shares.



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<PAGE>   8

        "Preferred Share Equivalents" shall have the meaning ascribed to it in
Section 11(b) hereof.

        "Record Date" shall have the meaning ascribed to it in the recitals
hereto.

        "Redemption Date" shall mean the date of the action of the Board of
Directors of the Company authorizing and directing the redemption of the Rights
pursuant to Section 23(a) hereof or the exchange of the Rights pursuant to
Section 24(a) hereof.

        "Redemption Price" shall have the meaning ascribed to it in Section
23(a) hereof.

        "Right Certificate", as that term is used with respect to any period
prior to the Distribution Date, shall have the meaning ascribed to it in Section
3(b) hereof, and, as that term is used with respect to any period on or after
the Distribution Date, shall have the meaning ascribed to it in Section 3(c)
hereof.

        "Rights Expiration Date" shall mean the Expiration Date, except if there
has been a Distribution Date, then it shall mean the tenth anniversary of the
Distribution Date.

        "Section 11(a)(ii) Event" shall have the meaning ascribed to it in
Section 11(a)(ii) hereof.

        "Section 13(a) Event" shall have the meaning ascribed to it in Section
13(a) hereof.

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

        "Subsidiary" of any Person shall mean any corporation or other Person of
which equity securities or equity interests representing a majority of the
voting power are owned, directly or indirectly, or which is effectively
controlled, by such Person.

        "Surviving Person" shall have the meaning ascribed to it in Section
13(a) hereof.

        "Trading Day" shall mean, as to any stock or other security, a day on
which the principal national securities exchange on which such stock or other
security is listed or admitted to trading is open for the transaction of
business or, if such stock or other security is not listed or admitted to
trading on any national securities exchange, a Business Day.

        "Voting Share" shall mean (i) a Common Share of the Company and (ii) any
other share of capital stock of the Company entitled to vote generally in the
election of directors or entitled to vote together with the Common Shares in
respect of any merger, consolidation, sale of all or substantially all of the
Company's assets, liquidation, dissolution or winding up. References in this
Agreement to a percentage or portion of the outstanding Voting Shares shall be
deemed a reference to the percentage or portion of the total votes entitled to
be cast by the holders of the outstanding Voting Shares.

SECTION 2. APPOINTMENT OF RIGHTS AGENT.

        The Company hereby appoints the Rights Agent to act as agent for the
Company and holder of Rights in accordance with the terms and conditions hereof,
and the Rights Agent



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hereby accepts such appointment. The Company may from time to time appoint such
co-Rights Agents as it may deem necessary or desirable, upon ten (10) days'
prior written notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and in no event be liable for, the acts or omissions of any such
co-Rights Agent.

SECTION 3. ISSUANCE OF RIGHTS CERTIFICATES.

        (a) "Distribution Date" shall mean the date, after the date hereof, that
is the earliest of (i) the tenth Business Day (or such later day as shall be
designated by the Board of Directors of the Company) following the date of the
commencement of, or the first public announcement of the intent of any Person
(other than an Exempt Person) to commence, a tender offer or exchange offer, the
consummation of which would cause any Person to become an Acquiring Person, (ii)
the date of the first Section 11(a)(ii) Event or (iii) the date of the first
Section 13(a) Event. If the date of the first Section 11(a)(ii) Event shall be
prior to the Record Date for distribution of the Rights, then the Distribution
Date shall be the same as such Record Date.

        (b) Until the Distribution Date, (i) the Rights shall be represented by
certificates for Common Shares (all of which certificates for Common Shares
shall be deemed to be Right Certificates) and not by separate Right
Certificates, (ii) the record holder of the Common Shares represented by each of
such certificates shall be the record holder of the Rights represented thereby
and (iii) the Rights shall be transferable only in connection with transfer of
the Common Shares. Until the earliest of the Distribution Date, the Redemption
Date or the Expiration Date, the surrender for transfer of such certificates for
Common Shares shall also constitute the surrender for transfer of the Rights
represented thereby.

        (c) As soon as practicable after the Distribution Date, and after
notification by the Company, the Rights Agent shall send, at the expense of the
Company, by first-class, postage-prepaid mail to each record holder of Common
Shares, as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate
substantially in the form of Exhibit A hereto representing one Right for each
Common Share so held. From and after the Distribution Date, the Rights shall be
represented solely by such Right Certificates and may only be transferred by the
transfer of such Right Certificates, and the holders of such Right Certificates,
as listed in the records of the Company or any transfer agent or registrar for
such Rights, shall be the record holders of such Rights.

        (d) Certificates for Common Shares issued at any time after the Record
Date and prior to the earliest of (i) the Distribution Date, (ii) the Redemption
Date or (iii) the Expiration Date, shall have impressed on, printed on, written
on or otherwise affixed to them the following legend:

        This certificate also evidences and entitles the holder hereof to
        certain Rights as set forth in a Rights Agreement dated as of August 17,
        2001 by and between CardioGenesis Corporation and EquiServe Trust
        Company, N.A., as Rights Agent (the "Rights Agreement"), as amended to
        date, the terms and conditions of which are incorporated herein by
        reference and a copy of which is on file at the principal executive
        offices of CardioGenesis Corporation. Under certain circumstances
        specified in the Rights Agreement, such Rights will be represented by
        separate



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<PAGE>   10

        certificates and will no longer be represented by this certificate.
        Under certain circumstances specified in the Rights Agreement, Rights
        beneficially owned by certain Persons may become null and void.
        CardioGenesis Corporation will mail to the record holder of this
        certificate a copy of the Rights Agreement without charge promptly
        following receipt of a written request therefor. As described in the
        Rights Agreement, Rights Beneficially Owned by any Person who becomes an
        Acquiring Person or any Affiliate or Associate of an Acquiring Person
        (as such capitalized terms are defined in the Rights Agreement) shall
        become null and void.

        (e) Certificates for Common Shares issued at any time on or after the
Distribution Date and prior to the earlier of the Redemption Date or the Rights
Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:

        This certificate does not represent any Right issued pursuant to the
        terms of a Right Agreement dated as of August 17, 2001 by and between
        CardioGenesis Corporation and EquiServe Trust Company, N.A., as Rights
        Agent.

        (f) In the event that at any time on or after the earlier of (i) the
date of the first Section 11(a)(ii) Event or (ii) the date of the first Section
13(a) Event and prior to the earlier (x) of the Redemption Date or (y) the
Rights Expiration Date, the Company shall issue any Common Shares pursuant to
the exercise of conversion rights, exchange rights, rights (other than Rights),
warrants or options that shall have been issued or granted prior to the earlier
of (A) the date of the first Section 11(a)(ii) Event or (B) the date of the
first Section 13(a) Event, then, unless the Board of Directors of the Company
shall have provided otherwise at the time of the issuance or grant of such
conversion rights, exchange rights, rights (other than Rights), warrants or
options, the Rights Agent shall, as soon as practicable after the date of such
event, send by first-class, postage-prepaid mail to the record holder of such
Common Shares, at the address of such holder as shown on the records of the
Company, a Right Certificate substantially in the form of Exhibit A hereto
representing one Right for each Common Share so issued.

        (g) Notwithstanding the foregoing provisions of this Section , the
Rights Agent shall not send any Right Certificate to any Acquiring Person or any
of its Affiliates or Associates or to any Person if the Rights held by such
Person are Beneficially Owned by an Acquiring Person or any of its Affiliates or
Associates. Any determination made by the Board of Directors of the Company as
to whether any Common Shares are or were Beneficially Owned at any time by an
Acquiring Person or an Affiliate or Associate of an Acquiring Person shall be
conclusive and binding upon all holders of Rights.

SECTION 4. FORM OF RIGHT CERTIFICATES.

        The Right Certificates and the form of assignment, including
certificate, and the form of election to purchase, including certificate,
printed on the reverse thereof, when, as and if issued, shall be substantially
the same as Exhibit A hereto. Such instruments and documents may have such marks
of identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or



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<PAGE>   11

regulation made pursuant thereto or with any rule or regulation of any stock
exchange upon which the Rights or the securities of the Company issuable upon
exercise of the Rights may from time to time be listed, or to conform to usage.
Subject to Section 22 hereof, Right Certificates, whenever issued, that are
issued in respect of Common Shares that were issued and outstanding as of the
Close of Business on the Distribution Date, shall be dated as of the
Distribution Date.

SECTION 5. COUNTERSIGNATURE AND REGISTRATION.

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

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

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

        (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at
any time after the Close of Business on the Distribution Date, and so long as
the Rights represented thereby remain outstanding, any one or more Right
Certificates may be transferred, split-up, combined or exchanged for one or more
Right Certificates representing the same aggregate number of Rights as the Right
Certificates surrendered. Any registered holder desiring to transfer, split up,
combine or exchange one or more Right Certificates shall deliver such request in
writing to the Rights Agent, and shall surrender the Right Certificates to be
transferred, split up, combined or exchanged at the office of the Rights Agent
with the form of assignment, including certificate, on the reverse side thereof
completed and duly executed, with signature guaranteed. 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 properly completed and signed the certificate contained in the
form of assignment on the reverse side of such Rights Certificate. Thereupon,
the Rights Agent shall countersign and deliver to the Person entitled thereto
one or more Right Certificates, as so requested. The Company may



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<PAGE>   12

require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

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

        (c) Notwithstanding anything to the contrary in this Section 6, the
Rights Agent shall not countersign and deliver a Right Certificate to any Person
if such Right Certificate represents, or would represent when held by such
Person, Rights that had become or would become null and void pursuant to Section
7(d) hereof.

SECTION 7. EXERCISE OF RIGHTS.

        (a) Until the Distribution Date, no Right may be exercised.

        (b) Subject to Section 7(d) and (g) hereof and the other provisions of
this Agreement, at any time after the Close of Business on the Distribution Date
and prior to the Close of Business on the earlier of the Redemption Date or the
Rights Expiration Date, the registered holder of any Right Certificate may
exercise the Rights represented thereby in whole or in part upon surrender of
such Right Certificate, with the form of election to purchase, including
certificate, on the reverse side thereof completed and duly executed, with
signature guaranteed, to the Rights Agent at the office of the Rights Agent at
EquiServe Trust Company, N.A., c/o EquiServe LP, 150 Royal Street, Canton, MASS
02021, together with payment of the Exercise Price for each Right exercised.
Upon the exercise of an exercisable Right and payment of the Exercise Price in
accordance with the provisions of this Agreement, the holder of such Right shall
be entitled to receive, subject to adjustment as provided herein, one
one-hundredth of a Preferred Share (or, following the occurrence of a Section
11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other
securities).

        (c) The "Exercise Price" for the exercise of each Right shall initially
be $15.00 and shall be payable in lawful money of the United States of America
in accordance with Section 7(f) hereof. The Exercise Price and the number of
Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a
Section 13(a) Event, Common Shares and/or other securities) to be acquired upon
exercise of a Right shall be subject to adjustment from time to time as provided
in Sections 7(e), 11 and 13 hereof and the other provisions of this Agreement.

        (d) Notwithstanding anything in this Agreement to the contrary, from and
after the earlier of (i) the date of the first Section 11(a)(ii) Event and (ii)
the date of the first Section 13(a) Event, any Rights that are or were
Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an
Acquiring Person at any time on or after the Distribution Date shall be null and
void, and for all purposes of this Agreement such Rights shall thereafter be
deemed not to be



                                       9
<PAGE>   13

outstanding, and any holder of such Rights (whether or not such holder is an
Acquiring Person or an Affiliate or Associate of an Acquiring Person) shall
thereafter have no right to exercise such Rights.

        (e) Prior to the Distribution Date, if the Board of Directors of the
Company shall have determined that such action adequately protects the interests
of the holders of Rights, the Company may, in its discretion, substitute for all
or any portion of the Preferred Shares that would otherwise be issuable after
the Close of Business on the Distribution Date and upon the exercise of each
Right and payment of the Exercise Price: (i) cash, (ii) other equity securities
of the Company, (iii) debt securities of the Company, (iv) other property or (v)
any combination of the foregoing, in each case having an aggregate Current
Market Price equal to the aggregate Current Market Price of the Preferred Shares
for which substitution is made. Subject to Section 7(d) hereof, in the event
that the Company takes any action pursuant to this Section 7(e), such action
shall apply uniformly to all outstanding Rights.

        (f) Upon receipt of a Right Certificate representing exercisable Rights,
with the form of election to purchase, including certificate, properly completed
and duly executed, with signature guaranteed, accompanied by payment of the
Exercise Price for each Right to be exercised and an amount equal to any
applicable tax or governmental charge required to be paid by the holder of such
Right Certificate in accordance with Section 9 hereof by certified check or
cashier's check payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) requisition from the transfer agent of the Preferred
Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section
13(a) Event, Common Shares and/or securities) certificates for the number of
Preferred Shares or such other securities) to be purchased, and the Company
hereby irrevocably authorizes such transfer agent to comply with all such
requests, and/or, as provided in Section 14 hereof, requisition from the
depositary agent described therein depositary receipts representing such number
of one-hundredths of a Preferred Share or such other securities as are to be
purchased (in which case certificates for the Preferred Shares or such other
securities represented by such receipts shall be deposited by the transfer agent
with such depositary agent), and the Company hereby directs such depositary
agent to comply with such request, (ii) when appropriate, requisition from the
Company the amount of cash to be paid in lieu of issuance of fractional
Preferred Shares or such other securities in accordance with Section 14 hereof,
(iii) after receipt of such certificates, depositary receipts or cash, cause the
same to be delivered to or upon the order of the registered holder, of such
Right Certificate, registered in such name or names as may be designated by such
holder, and (iv) when appropriate, after receipt thereof, deliver such cash to
or upon the order of the registered holder of such Right Certificate.

        (g) Notwithstanding the foregoing provisions of this Section 7, the
exercisability of the Rights shall be suspended for such period as shall
reasonably be necessary for the Company to register and qualify the Preferred
Shares and/or Common Shares or other securities to be issued pursuant to the
exercise of the Rights under the Securities Act and any applicable securities
law of any jurisdiction; provided, however, that nothing contained in this
Section 7 shall relieve the Company of its obligations under Section 9(c)
hereof.

        (h) In case the registered holder of any Right Certificate shall
exercise less than all of the Rights represented thereby, a new Right
Certificate representing Rights equivalent to the



                                       10
<PAGE>   14

Rights remaining unexercised shall be issued by the Rights Agent to the
registered holder of such Right Certificate or to such holder's duly authorized
assigns, subject to the provisions of Section 14 hereof.

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

        (j) Neither the Company nor the Rights Agent shall have any liability to
any holder of Rights or any other Person as a result of the Company's failure to
make any determination under this Section 7 or any other section with respect to
an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.

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

SECTION 9. RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

        (a) Subject to Sections 7(e) and 9(f) hereof, the Company shall cause to
be reserved and kept available out of its authorized and unissued equity
securities the number of such equity securities that will from time to time be
sufficient to permit the exercise in full of all outstanding Rights.

        (b) In the event that any securities issuable upon exercise of the
Rights are listed on any national securities exchange, the Company shall use its
best efforts, from and after such time as the Rights become exercisable, to
cause all such securities issued or reserved for such issuance to be listed on
such exchange upon official notice of issuance upon such exercise.

        (c) If necessary to permit the issuance of securities upon exercise of
the Rights, the Company shall use its best efforts, from and after the
Distribution Date, to register and qualify



                                       11
<PAGE>   15

such securities under the Securities Act, the Exchange Act and any other
applicable securities laws and to keep such registration effective until the
earlier of the Redemption Date or the Rights Expiration Date.

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

        (e) The Company shall pay when due and payable any and all federal and
state transfer taxes and charges that may be payable in respect of the issuance
or delivery of the Right Certificates or of any securities upon the exercise of
Rights. The Company shall not, however, be required to pay any tax or charge
that may be payable in respect of any transfer or delivery of a Right
Certificate to a Person other than, or the issuance or delivery of a certificate
for securities in respect of a name other than that of, the registered holder of
the Right Certificate representing Rights surrendered for exercise, or to issue
or deliver any certificate for securities upon the exercise of any Right until
any such tax or charge shall have been paid (such tax or charge being payable by
the holder of such Right Certificate at the time of surrender) or until it has
been established to the Company's satisfaction that no such tax or charge is
due.

        (f) With respect to the Common Shares and/or other securities issuable
pursuant to Section 11(a)(ii) and (iii) hereof, the foregoing covenants shall be
applicable only upon and following the occurrence of a Section 11(a)(ii) Event.

SECTION 10. SECURITIES RECORD DATE.

        Each Person in whose name any certificate for securities of the Company
is issued upon the exercise of Rights shall be deemed to have become the holder
of record of the securities represented thereby for all purposes on, and such
certificate shall be dated, the date upon which the Right Certificate
representing such Rights was duly surrendered and payment of the Exercise Price
(and any applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the securities transfer
books of the Company are closed, such Person shall be deemed to have become the
record holder of such securities on, and such certificate shall be dated, the
next succeeding Business Day on which the securities transfer books of the
Company are open.

SECTION 11. ADJUSTMENT OF EXERCISE PRICE, NUMBER OF SHARES ISSUABLE UPON
            EXERCISE OF RIGHTS OR NUMBER OF RIGHTS.

        The Exercise Price, the number and kind of securities that may be
purchased upon exercise of a Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 11.

                (a)(i) In the event that the Company shall at any time after the
        Close of Business on the Record Date and prior to the Close of Business
        on the earlier of the Redemption Date or the Rights Expiration Date (A)
        declare or pay any dividend on the Preferred Shares payable in Preferred
        Shares or Voting Shares, (B) subdivide the outstanding Preferred Shares,
        (C) combine the outstanding Preferred Shares into a smaller number of


                                       12
<PAGE>   16

        Preferred Shares or (D) issue Preferred Shares or other securities of
        the Company (other than those issuances for which an adjustment is
        required under Section 11(b) hereof) in a reclassification of the
        Preferred Shares (including any such reclassification in connection with
        a consolidation or merger in which the Company is the continuing or
        surviving corporation) or in a reorganization of the Company, then, and
        upon each such event, the number and kind of Preferred Shares or other
        securities issuable upon the exercise of a Right on the date of such
        event shall be proportionately adjusted so that the holder of any Right
        exercised on or after such date shall be entitled to receive, upon the
        exercise thereof and payment of the Exercise Price, the aggregate number
        and kind of Preferred Shares or other securities or other property, as
        the case may be, that, if such Right had been exercised immediately
        prior to such date and at a time when such Right was exercisable and the
        transfer books of the Company were open, such holder would have owned
        upon such exercise and would have been entitled to receive by virtue of
        such dividend, subdivision, combination or reclassification. If an event
        occurs that would require an adjustment under both this Section 11(a)(i)
        and Section 11(a)(ii) hereof, the adjustment provided for in this
        Section 11(a)(i) shall be in addition to, and shall be made prior to,
        any adjustment required under Section 11(a)(ii) hereof.

                (ii) In the event that an Acquisition Date shall have occurred
        and neither the Redemption Date nor the Expiration Date shall have
        occurred prior to the tenth Business Day following such Acquisition Date
        (a "Section 11(a)(ii) Event"), then, and upon each such Section
        11(a)(ii) Event, proper provision shall be made so that, except as
        provided in Section 7(d) hereof, each holder of a Right shall thereafter
        have the right to receive, upon the exercise thereof in accordance with
        the terms of this Agreement and payment of the then current Exercise
        Price, the number of Common Shares of the Company as equals the result
        obtained by (A) multiplying the then current Exercise Price by the then
        number of one-hundredths of a Preferred Share for which a Right was
        exercisable immediately prior to such Section 11(a)(ii) Event (or, if
        the Distribution Date shall not have occurred prior to the date of such
        Section 11(a)(ii) Event, the number of one-hundredths of a Preferred
        Share for which a Right would have been exercisable if the Distribution
        Date had occurred on the Business Day immediately preceding the date of
        such Section 11(a)(ii) Event), and (B) dividing that product by 50% of
        the Current Market Price of a Common Share on the date of occurrence of
        the relevant Section 11(a)(ii) Event (such number of shares being
        hereinafter referred to as the "Adjustment Shares"). Successive
        adjustments shall be made pursuant to this paragraph each time a Section
        11(a)(ii) Event occurs.

                (iii) In the event that on the date of a Section 11(a)(ii) Event
        the aggregate number of Common Shares that are authorized by the
        Company's Articles of Incorporation, as amended from time to time, but
        not outstanding or reserved for issuance for purposes other than upon
        exercise of the Rights is less than the aggregate number of Adjustment
        Shares thereafter issuable upon the exercise in full of the Rights in
        accordance with Section 11(a)(ii) hereof (the excess of such number of
        Adjustment Shares over and above such number of Common Shares being
        hereinafter referred to as the "Unavailable Adjustment Shares"), then,
        and upon each such event, the Company shall substitute for the pro rata
        portion of the Unavailable Adjustment Shares that would otherwise be
        issuable thereafter upon the exercise of each Right and payment of the


                                       13
<PAGE>   17

        Exercise Price (A) cash, (B) other equity securities of the Company
        (including, without limitation, shares of preferred stock of the Company
        or units of such shares having the same Current Market Price as one
        Common Share (a "Common Share Equivalent")), (C) debt securities of the
        Company, (D) other property or (E) any combination of the foregoing, in
        each case having an aggregate Current Market Price equal to the
        aggregate Current Market Price of the Unavailable Adjustment Shares for
        which substitution is made. Subject to Section 7(d) hereof, in the event
        that the Company takes any action pursuant to this Section 11(a)(iii),
        such action shall apply uniformly to all outstanding Rights.

        (b) In the event that the Company shall, at any time after the Close of
Business on the Record Date and prior to the Close of Business on the earlier of
the Redemption Date or the Rights Expiration Date, fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Shares
entitling such holders initially to subscribe for or purchase Preferred Shares
(or shares having the same rights, privileges and preferences as the Preferred
Shares ("Preferred Share Equivalents")) or securities convertible into Preferred
Shares or Preferred Share Equivalents, at a price per Preferred Share or
Preferred Share Equivalent (or having a conversion price per share, if a
security convertible into Preferred Shares or Preferred Share Equivalents) less
than the Current Market Price per Preferred Share on such record date, then, and
upon each such event, the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be equal
to the sum of the number of Preferred Shares outstanding on such record date
plus the number of Preferred Shares that the aggregate offering price of the
total number of Preferred Shares and/or Preferred Share Equivalents to be so
offered (and/or the aggregate initial conversion price of the convertible
securities to be so offered) would purchase at such Current Market Price, and
the denominator of which shall be equal to the number of Preferred Shares
outstanding on such record date plus the number of additional Preferred Shares
and/or Preferred Share Equivalents to be offered for subscription or purchase
(or into which the convertible securities to be so offered are initially
convertible); provided, however, that if such rights, options or warrants are
not exercisable immediately upon issuance but become exercisable only upon the
occurrence of a specified event or the passage of a specified period of time,
then the adjustment to the Exercise Price shall be made and become effective
only upon the occurrence of such event or such passage of time, and such
adjustment shall be made as if the record date for the issuance of such rights,
options or warrants had been the Business Day immediately preceding the date
upon which such rights, options or warrants became exercisable. Preferred Shares
owned by or held for the account of the Company shall not be deemed outstanding
for the purpose of any such computation. Such adjustment to the Exercise Price
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 Exercise Price shall
be adjusted to be the Exercise Price that would then be in effect if such record
date had not been fixed.

        (c) In the event that the Company shall, at any time after the Close of
Business on the Record Date and prior to the Close of Business on the earlier of
the Redemption Date or the Rights Expiration Date, fix a record date for the
making of a distribution of assets to all holders of the Preferred Shares
(including any such distribution made in connection with a consolidation or
merger in which the Company is the surviving corporation, other than a
distribution for which an adjustment is required under Section 11(a)(i) or (b)
hereof or a regular quarterly cash



                                       14
<PAGE>   18

dividend), then the Exercise Price to be in effect after such record date shall
be determined by multiplying the Exercise Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be equal to the
excess of the Current Market Price per Preferred Share on such record date over
and above the fair market value of the portion of the securities or assets to be
so distributed with respect to one Preferred Share, and the denominator of which
shall be equal to such Current Market Price per Preferred Share. Such
adjustments shall be made successively whenever such a record date is fixed, and
in the event that such a distribution is not so made, the Exercise Price shall
be adjusted to be the Exercise Price that would then be in effect if such record
date had not been fixed.

        (d) For the purpose of any computation under this Section 11, if the
Preferred Shares are not publicly held or traded, the "Current Market Price" per
Preferred Share conclusively shall be deemed to be the Current Market Price per
Common Share multiplied by 100.

        (e) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the then
current Exercise Price; provided, however, that any adjustments that are not
required to be made by reason of this Section 11(e) shall be cumulated and taken
into account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one-thousandth of a
Common Share or other share or one-millionth of a Preferred Share, as the case
may be.

        (f) If, as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right shall be entitled to receive any securities of
the Company other than Preferred Shares upon exercise of such Right, and if an
event occurs in respect of such securities that, if it were to occur in respect
of Preferred Shares, would require an adjustment under this Section 11 in
respect of Preferred Shares, then the number of such other securities so
receivable upon exercise of each Right shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Preferred Shares contained in this Section 11, and
the other provisions of this Agreement with respect to Preferred Shares shall
apply on like terms to any such other securities.

        (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Exercise Price hereunder shall represent the right to
purchase, at the adjusted Exercise Price, the number of one-hundredths of a
Preferred Share 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) below, upon each adjustment of the Exercise Price as a result of
the calculations made in Sections 11(b) and (c) hereof, each Right outstanding
immediately prior to the making of such adjustment shall thereafter represent
the right to purchase, at the adjusted Exercise Price, that number of
one-hundredths of a Preferred Share (calculated to the nearest one-millionth of
a Preferred Share) obtained by multiplying (i) the number of one-hundredths of a
Preferred Share purchasable upon the exercise of one Right immediately prior to
such adjustment of the Exercise Price by (ii) the Exercise Price in effect
immediately prior to such adjustment, and dividing the product so obtained by
the Exercise Price in effect immediately after such adjustment.



                                       15
<PAGE>   19

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

        (j) Irrespective of any adjustment or change in the Exercise Price or
the number of one-hundredths of a Preferred Share issuable upon the exercise of
one Right, the Right Certificates theretofore and thereafter issued may continue
to express the Exercise Price per one one-hundredth of a Preferred Share and the
number of Preferred Shares issuable upon the exercise of one Right that were
expressed in the initial Right Certificates issued hereunder.

        (k) Before taking any action that would cause an adjustment reducing the
Exercise Price below one one-hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action that may, in the advice or opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable one one-hundredths of a Preferred Share at such adjusted Exercise
Price.

        (l) In any case in which this Section 11 shall require that an
adjustment in the Exercise 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
of the number of one-hundredths of a Preferred Share and other capital stock or
securities of the Company, if any, issuable upon such exercise over and above
the number of one-hundredths of a Preferred Share and other capital stock or
securities of the Company, if any, issuable upon such exercise on the basis of
the Exercise Price in effect prior to



                                       16
<PAGE>   20

such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument representing such holder's
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.

        (m) Notwithstanding anything to the contrary in this Section 11, the
Company shall be entitled to make such further adjustments in the number of
one-hundredths of a Preferred Share that may be purchased upon exercise of one
Right, and such further adjustments in the Exercise Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that the
Company in its sole discretion shall determine to be advisable in order that any
(i) consolidation or subdivision of the Preferred Shares, (ii) issuance wholly
for cash of any Preferred Shares at less than the Current Market Price thereof,
(iii) issuance wholly for cash of Preferred Shares or securities that by their
terms are convertible into or exchangeable for Preferred Shares, (iv) dividends
on Preferred Shares payable in Preferred Shares or (v) issuance of rights,
options or warrants referred to in Section 11(b) hereof, hereafter made by the
Company to holders of its Preferred Shares shall not be taxable to such
shareholders.

        (n) In the event that the Company shall, at any time after the Close of
Business on the Record Date and prior to the Close of Business on the earliest
of (i) the date of the first Section 11(a)(ii) Event, (ii) the date of the first
Section 13(a) Event, (iii) the Redemption Date or (iv) the Rights Expiration
Date, either (A) pay any dividend on the Common Shares payable in Common Shares,
(B) subdivide the outstanding Common Shares, (C) combine the outstanding Common
Shares into a smaller number of Common Shares or (D) issue Common Shares in a
reclassification of the Common Shares (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), then, and upon each such event, the Exercise Price to
be in effect after such event shall be determined by multiplying the Exercise
Price in effect immediately prior to such event by a fraction, the numerator of
which shall be the number of Common Shares outstanding immediately prior to such
event and the denominator of which shall be the number of Common Shares
outstanding immediately after such event. Successive adjustments shall be made
pursuant to this Section 11(n) each time such a dividend is paid or such a
subdivision, combination or reclassification is effected. If an event occurs
that would require an adjustment under both this Section 11(n) and Section
11(a)(ii) hereof, the adjustment provided for in this Section 11(n) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii) hereof.

SECTION 12. CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF SHARES ISSUABLE
            UPON EXERCISE OF RIGHTS.

        Whenever an adjustment is made as provided in Section 11 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment
and a brief, statement of the facts giving rise to such adjustment, (b) file
with the Rights Agent and with each transfer agent for the securities issuable
upon exercise of the Rights a copy of such certificate and (c) mail a brief
summary thereof to each holder of Rights in accordance with Section 25 hereof.
Notwithstanding the foregoing sentence, the failure of the Company to make such
certification or to give such notice shall not affect the validity or the force
and effect of such adjustment. Any adjustment to be made pursuant to Sections 11
or 13 hereof shall be effective as of the date of the event giving rise to such
adjustment. The Rights Agent shall be fully protected in relying on any



                                       17
<PAGE>   21

such certificate and on any adjustment therein contained, and shall not be
obligated or responsible for calculating any adjustment nor shall it be deemed
to have knowledge of such an adjustment unless and until it shall have received
such certificate.

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

        (a) In the event (a "Section 13(a) Event") that, at any time on or after
the Acquisition Date and prior to the earlier of the Redemption Date or the
Rights Expiration Date, (1) the Company shall, directly or indirectly,
consolidate with or merge with and into any other Person and the Company shall
not be the continuing or surviving corporation in such consolidation or merger,
(2) any Person shall, directly or indirectly, consolidate with or merge with and
into the Company and the Company shall be the continuing or surviving
corporation in such merger and, in connection with such merger, all or part of
the Common Shares shall be changed into or exchanged for stock or other
securities of any Person or cash or any other property, or (3) the Company
and/or any one or more of its Subsidiaries shall, directly or indirectly, sell
or otherwise transfer, in one or more transactions (other than transactions in
the ordinary course of business), 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 one or more of its
wholly-owned Subsidiaries (such Persons, together with the Persons described in
clauses (1) and (2) above shall be collectively referred to in this Section as
the "Surviving Person"), then, and in each such case, proper provision shall be
made so that:

                (i) except as provided in Section 7(d) hereof, each holder of a
        Right shall thereafter have the right to receive, upon the exercise
        thereof in accordance with the terms of this Agreement and payment of
        the then current Exercise Price, in lieu of the securities or other
        property otherwise purchasable upon such exercise, such number of
        validly authorized and issued, fully paid and nonassessable Common
        Shares of the Surviving Person (and if such Surviving Person has more
        than one class or series of Common Shares, such number of validly
        authorized and issued, fully paid and nonassessable Common Shares of
        each series or class) as shall be equal to a fraction, the numerator of
        which is:

                        (A) if a Section 11(a)(ii) Event has not occurred prior
                to such Section 13(a) Event, the product of the then current
                Exercise Price multiplied by the number of one-hundredths of a
                Preferred Share purchasable upon the exercise of one Right
                immediately prior to the first Section 13(a) Event (or, if the
                Distribution Date shall not have occurred prior to the date of
                such Section 13(a) Event, the number of one-hundredths of a
                Preferred Share that would have been so purchasable if the
                Distribution Date had occurred on the Business Day immediately
                preceding the date of such Section 13(a) Event), or

                        (B) if a Section 11(a)(ii) Event has occurred prior to
                such Section 13(a) Event, the product of the Exercise Price in
                effect immediately prior to such Section 11(a)(ii) Event
                multiplied by the number of one-hundredths of a Preferred Share
                purchasable upon the exercise of one Right immediately prior to
                such Section 11(a)(ii) Event (or, if the Distribution Date shall
                not have occurred prior



                                       18
<PAGE>   22

                to the date of such Section 11(a)(ii) Event, the number of
                one-hundredths of a Preferred Share that would have been so
                purchasable if the Distribution Date had occurred on the
                Business Day immediately preceding the date of such Section
                11(a)(ii) Event),

        and the denominator of which is 50% of the Current Market Price per
        Common Share of the Surviving Person on the date of consummation of such
        Section 13(a) Event;

                (ii) the Surviving Person shall thereafter be liable for and
        shall assume, by virtue of such consolidation, merger, sale or transfer,
        all the obligations and duties of the Company pursuant to this
        Agreement;

                (iii) the term "Company" shall thereafter be deemed to refer to
        the Surviving Person; and

                (iv) the Surviving Person shall take such steps (including, but
        not limited to, the reservation of a sufficient number of its Common
        Shares in accordance with Section 9 hereof) in connection with such
        consummation as may be necessary to ensure that the provisions hereof
        shall thereafter be applicable to its Common Shares thereafter
        deliverable upon the exercise of Rights.

        (b) Notwithstanding the foregoing, if the Section 13(a) Event is the
sale or transfer in one or more transactions of assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole), but less than 100% thereof, then each Person
acquiring all or a portion thereof shall assume the obligations of the Company
as to a fraction of each of the Rights equal to the fraction of the assets of
the Company and its Subsidiaries (taken as a whole) acquired by such Person, and
the obligations of the Company as to the remaining fraction of each of the
Rights shall continue to be the obligations of the Company.

        (c) The Company shall not consummate a Section 13(a) Event unless prior
thereto the Company and the Surviving Person shall have executed and delivered
to the Rights Agent a supplemental agreement confirming that such Surviving
Person shall, upon consummation of such Section 13(a) Event, assume this
Agreement in accordance with Section 13 hereof, that all rights of first refusal
or preemptive rights in respect of the issuance of Common Shares of such
Surviving Person upon exercise of outstanding Rights have been waived and that
such Section 13(a) Event shall not result in a default by such Surviving Person
under this Agreement, and further providing that, as soon as practicable after
the date of consummation of such Section 13(a) Event, such Surviving Person
shall:

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



                                       19
<PAGE>   23

                (ii) use its best efforts to list (or continue the listing of)
        the Rights and the Common Shares of the Surviving Person purchasable
        upon exercise of the Rights on a national securities exchange, or use
        its best efforts to cause the Rights and such Common Shares to meet the
        eligibility requirements for quotation on NASDAQ; and

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

        (d) In the event that at any time after the occurrence of a Section
11(a)(ii) Event some or all of the Rights shall not have been exercised pursuant
to Section 11 hereof prior to the date of a Section 13(a) Event, such Rights
shall thereafter be exercisable only in the manner described in Section 13(a)
hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date
of a Section 13(a) Event, Rights shall not be exercisable pursuant to Section 11
hereof but shall instead be exercisable pursuant to, and only pursuant to, this
Section 13.

        (e) The provisions of this Section 13 shall apply to each successive
merger, consolidation, sale or other transfer constituting a Section 13(a)
Event.

SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

        (a) The Company shall not be required to issue fractions of Rights or to
distribute Right Certificates that represent fractional Rights. If the Company
shall determine not to issue such fractional Rights, the Company shall pay to
the registered holders of the Right Certificates with respect to which such
fractional Rights would otherwise be issuable, at the time such fractional
Rights would otherwise have been issued as provided herein, an amount in cash
equal to the same fraction of the Current Market Price of a whole Right on the
Business Day immediately prior to the date upon which such fractional Rights
would otherwise have been issuable.

        (b) The Company shall not be required to issue fractions of Common
Shares or Preferred Shares upon exercise of Rights (other than fractions that
are integral multiples of one one-hundredth of a Preferred Share), or to
distribute certificates that represent fractional Common Shares or Preferred
Shares (other than fractions that are integral multiples of one one-hundredth of
a Preferred Share). Fractions of Preferred Shares in integral multiples of one
one-hundredth of a Preferred Share may, at the election of the Company, be
represented by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it; provided, however, that any such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as
beneficial owners of Preferred Shares. If the Company shall determine not to
issue fractional Common Shares or Preferred Shares (or depositary receipts in
lieu of Preferred Shares), the Company shall pay to the registered holders of
Right Certificates to whom such fractional Common Shares or Preferred Shares
would otherwise be issuable, at the time such Rights are exercised as provided
herein, an amount in cash equal to the same fraction of the Current Market Price
of a whole Common Share or Preferred Share, as the case may be. For purposes of
this Section 14(b), the Current Market Price of a whole Common Share or
Preferred Share shall be the Closing Price per share for the Trading Day
immediately prior to the date of such exercise.



                                       20
<PAGE>   24

        (c) The holder of a Right, by the acceptance of such Right, expressly
waives such holder's right to receive any fractional Rights or any fractional
Common Shares or Preferred Shares upon exercise of such Right, except as
permitted by this Section 14.

SECTION 15. RIGHTS OF ACTION.

        All rights of action in respect of this Agreement, except the rights of
action given to the Rights Agent under Section 18 and Section 20 hereof, are
vested in the respective registered holders of the Right Certificates and
certificates for Common Shares representing Rights, and any registered holder of
any Right Certificate or of such certificate for Common Shares, without the
consent of the Rights Agent or of the holder of any other Right Certificate or
any other certificate for Common Shares may, in such holder's own behalf and for
such holder's own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder's right to exercise the Rights represented by such Right
Certificate or by such certificate for Common Shares in the manner provided in
such 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, and
injunctive relief against actual or threatened violations, of the obligations of
any Person under this Agreement.

SECTION 16. AGREEMENT OF RIGHT HOLDERS.

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

        (a) prior to the Distribution Date, the Rights shall be represented by
certificates for Common Shares registered in the name of the holders of such
Common Shares (which certificates for Common Shares shall also constitute Right
Certificates), and each such Right shall be transferable only in connection with
the transfer of such Common Shares;

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

        (c) the Company and the Rights Agent may deem and treat the Person in
whose name the Right Certificate is registered as the absolute owner thereof and
of the Rights represented thereby for all purposes whatsoever (notwithstanding
any notations of ownership or writing on the Right Certificate by anyone other
than the Company or the Rights Agent), and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary.

        (d) Notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder of a
Right or other Person as a result of its inability to perform any of its
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree, judgment or ruling (whether interlocutory or
final) issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise



                                       21
<PAGE>   25

restraining performance of such obligation; provided, however, that the Company
must use commercially reasonable efforts to have any such order, decree,
judgment or ruling lifted, rescinded or otherwise overturned as soon as
possible.

SECTION 17. RIGHT HOLDER AND RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.

        No holder, as such, of any Right or Right Certificate shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of the
securities of the Company that may at any time be issuable upon the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right or Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, to give or withhold consent to any
corporate action, to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, in each case until such Right or the
Rights represented by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

SECTION 18. CONCERNING THE RIGHTS AGENT.

        (a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
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. The costs and expenses of
enforcing this right of indemnification shall also be paid by the Company. The
indemnification provided for hereunder shall survive the expiration of the
Rights and the termination of this Agreement.

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

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



                                       22
<PAGE>   26

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

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

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

SECTION 20. DUTIES OF RIGHTS AGENT.

        The Rights Agent undertakes the duties and obligations expressly imposed
by this Agreement upon the following terms and conditions (and no implied duties
or obligations shall be read into this Agreement), by all of which terms and
conditions the Company and the holders of Right Certificates, by their
acceptance of the Rights, shall be bound:

        (a) Before the Rights Agent acts or refrains from acting, it may consult
with legal counsel (who may be legal counsel for the Company), and the advice or
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 advice or opinion.

        (b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Vice Chairman of the Board, the President, any Vice President, the Treasurer,
the Secretary or any Assistant Secretary of the Company and delivered to the
Rights Agent (unless other evidence in respect thereof is specifically
prescribed herein); and such certificate shall be



                                       23
<PAGE>   27

full authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.

        (c) The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own gross negligence, bad faith or willful misconduct.

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

        (e) The Rights Agent shall not be under any responsibility in respect of
the validity of this Agreement or the execution and delivery hereof (except the
due authorization, execution and delivery hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including any Rights becoming null and void pursuant to Section 7(d)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 7, 11, 13 and 23 hereof, or
the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights represented by Right
Certificates after actual notice that such change or adjustment is required);
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any Preferred Shares or
Common Shares or other securities to be issued pursuant to this Agreement or any
Right Certificate, or as to whether any Preferred Shares or Common Shares or
other securities will, when issued, be validly authorized and issued, fully paid
and nonassessable.

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

           (g) The Rights Agent is hereby authorized and directed to accept the
instructions regarding the performance of its duties hereunder from any one of
the Chairman of the Board, the Vice Chairman, the President, any Vice President,
the Chief Financial Officer, the Secretary or the Treasurer of the Company, and
to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered to be taken
by it in good faith in accordance with instructions of any such officer or for
any delay in acting while waiting for those instructions. Any application by the
Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent under this Agreement and the date on or after which such action
shall be taken or such omission shall be effective. The Rights Agent shall not
be liable for any action taken by, or omission of, the Rights Agent in
accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than ten Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in
the case of an



                                       24
<PAGE>   28

omission), the Rights Agent shall have received written instructions from the
Company in response to such application to the contrary.

        (h) The Rights Agent and any shareholder, affiliate, 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 take a pecuniary interest in any transaction
in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not the Rights
Agent under this Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other Person.

        (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided that 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 grounds for believing that repayment of such funds or adequate
indemnification against such risk or liability is not assured to it.

        (k) The Rights Agent shall not be required to take notice or be deemed
to have notice of any fact, event or determination under this Agreement
(including, without limitation, any dates or events defined in this Agreement or
the designation of any Person as an Acquiring Person, Affiliate or Associate)
unless and until the Rights Agent is specifically notified by the Company of
such fact, event or determination in writing.

        (l) 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 not been
completed, the Rights Agent shall not take any further action with respect to
such requested exercise or transfer without first consulting with the Company.

SECTION 21. CHANGE OF RIGHTS AGENT.

        The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon 30 days' written notice
mailed to the Company and to each transfer agent of the Common Shares and
Preferred Shares by registered or certified mail, and, at the expense of the
Company to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days'
written notice, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares and Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting as such, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within 30 days after giving notice of such removal or after it has
been notified in writing of such



                                       25
<PAGE>   29

resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit such
holder's Right Certificate for inspection by the Company), then the Company
shall become the Rights Agent and the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (i) a Person organized and doing business under the laws
of the United States (or of any state of the United States so long as such
corporation is authorized to do business as a banking institution in such
state), in good standing, that is authorized under such laws to conduct
shareholder services business or exercise stock transfer powers and is subject
to supervision or examination by federal or state authority and that has a
combined capital and surplus of at least $50,000,000 at the time of its
appointment as Rights Agent or (ii) an Affiliate of such Person described in
clause (i) of this sentence that, in the determination of the Board of Directors
and its advisors, is capable of performing and fulfilling all of the rights,
obligations, responsibilities and duties of a Rights Agent hereunder. 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; provided, however, that the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by the predecessor Rights Agent hereunder, and shall
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose of this Agreement and so that the successor Rights Agent may
appropriately act as Rights Agent hereunder. Not later than the effective date
of any such appointment, the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the Common Shares and
Preferred Shares, and shall mail a notice thereof in writing to the registered
holders of the Right Certificates; provided, however, that neither the failure
to give any notice provided for in this Section 21 nor any defect therein shall
affect the legality or validity of the resignation or removal of the predecessor
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.

SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES.

        Notwithstanding any of the provisions of this Agreement or of the Right
Certificates to the contrary, the Company may, at its option, issue new Right
Certificates in such form as may be approved by the Board of Directors in order
to reflect any adjustment or change in the Exercise Price and the number or kind
or class of shares or other securities or property issuable or purchasable upon
exercise of the Rights in accordance with the provisions of this Agreement.

SECTION 23. REDEMPTION OF RIGHTS.

        (a) Until the earliest of (i) the date of the first Section 11(a)(ii)
Event, (ii) the date of the first Section 13(a) Event or (iii) the Rights
Expiration Date, the Board of Directors of the Company may, at its option,
authorize and direct the redemption of all, but not less than all, of the then
outstanding Rights at a redemption price of $.001 per Right, as such redemption
price shall be appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (the "Redemption Price"),
and the Company shall so redeem the Rights.



                                       26
<PAGE>   30

        (b) Immediately upon the action of the Board of Directors of the Company
authorizing and directing the redemption of the Rights pursuant to clause (a) of
this Section 23, or at such time and date thereafter as the Board of Directors
may specify, and without any further action and without any notice, the right to
exercise Rights shall terminate and the only right of the holders of Rights
thereafter shall be to receive the Redemption Price. Within ten Business Days
after the date of such action, the Company shall give notice of such redemption
to the holders of Rights by mailing written notice to all holders of Rights at
their last addresses as they appear upon the registry books of the Rights Agent
or, if prior to the Distribution Date, on the registry books of the transfer
agent for the Common Shares. Any notice that is mailed in the manner provided
herein shall be deemed given, whether or not the holder receives such notice;
provided, however, that neither the failure to give any such notice nor any
defect therein shall affect the legality or validity of such redemption. Each
such notice of redemption shall state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of its Affiliates or
Associates may, directly or indirectly, redeem, acquire or purchase for value
any Rights in any manner other than that specifically set forth in Section 24
hereof or in this Section 23, or in connection with the purchase of Common
Shares prior to the earlier of the date of the first Section 11(a)(ii) Event or
the date of the first Section 13(a) Event.

        (c) The Company may, at its option, pay the Redemption Price in cash,
Common Shares, Preferred Shares, other equity securities of the Company, debt
securities of the Company, other property or any combination of the foregoing,
in each case having an aggregate Current Market Price on the Redemption Date
equal to the Redemption Price.

SECTION 24. EXCHANGE OF RIGHTS.

        (a) At any time during the period of 180 days after a Section 11(a)(ii)
Event, the Board of Directors of the Company may, at its option, authorize and
direct the exchange of all, but not less than all, of the then outstanding
Rights for Common Shares, one one-hundredths of Preferred Shares, debt
securities of the Company, other property, or any combination of the foregoing,
in each case having an aggregate Current Market Price equal to the result
obtained by (i) multiplying the Current Market Price per Common Share on the
record date for such exchange by the number of Common Shares for which a Right
is exercisable on such record date and (ii) subtracting from such product the
Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall
so exchange the Rights.

        (b) Immediately upon the action of the Board of Directors of the Company
authorizing and directing the exchange of the Rights pursuant to subsection (a)
of this Section 24, or at such time and date thereafter as it may specify, and
without any further action and without any notice, the right to exercise Rights
shall terminate and the only right thereafter of the holders of Rights shall be
to receive the securities described in Section 24(a) in accordance with the
Exchange Ratio. Within ten Business Days after the date of such action, the
Company shall give notice of such exchange to the holders of Rights by mailing
such notice to all holders of Rights at their last addresses as they appear upon
the registry books of the Rights Agent or, if prior to the Distribution Date, on
the registry books of the transfer agent for the Common Shares. Any notice that
is mailed in the manner provided herein shall be deemed given, whether or not
the holder receives such notice; provided, however, that neither the failure to
give any such



                                       27
<PAGE>   31

notice nor any defect therein shall affect the legality or validity of such
exchange. Each such notice of exchange shall state the method by which the
Rights will be exchanged.

        (c) Notwithstanding the foregoing, in the event that the aggregate
number of Common Shares that are authorized by the Company's Articles of
Incorporation, as amended from time to time, but not outstanding or reserved for
issuance for purposes other than upon exercise or exchange of the Rights is less
than the aggregate number of Common Shares issuable upon the exchange of the
Rights in accordance with this Section 24 (the excess of such number of
authorized Common Shares over and above such number of issuable Common Shares
being hereinafter referred to as the "Unavailable Exchange Shares"), then the
Company shall substitute for the pro rata portion of the Unavailable Exchange
Shares that would otherwise be issuable upon the exchange of the Rights in
accordance with this Section 24 (i) cash, (ii) other equity securities of the
Company (including, without limitation, Common Share Equivalents), (iii) debt
securities of the Company, (iv) other property or (v) any combination of the
foregoing, in each case having an aggregate Current Market Price equal to the
aggregate Current Market Price of the Unavailable Exchange Shares for which
substitution is made. Subject to Section 7(d) hereof, in the event that the
Company takes any action pursuant to this Section 24, such action shall apply
uniformly to all outstanding Rights.

SECTION 25. NOTICE OF CERTAIN EVENTS.

        (a) In the event that the Company shall propose (i) to declare or pay
any dividend on or make any distribution with respect to its Common Shares or
Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Common Shares or Preferred Shares options, rights or
warrants to subscribe for or to purchase any additional shares thereof or shares
of stock of any class or any other securities, rights or options, (iii) to
effect any reclassification of its Common Shares or Preferred Shares (other than
a reclassification involving only the subdivision of outstanding shares), (iv)
to effect any consolidation or merger with or into any other Person, or to
effect any sale or other transfer (or to permit one or more of its Subsidiaries
to effect any sale or other transfer) of more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) in one or more
transactions to any other Person or Persons, or (v) to effect the liquidation,
dissolution or winding up of the Company, then and in each such case, the
Company shall give to each holder of a Right Certificate, in accordance with
Section 26 hereof, a notice of such proposed action that shall specify the
record date for the purpose of such dividend or distribution, or the date upon
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 record of the Common Shares or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 20 days prior to the record date
for determining holders of the Common Shares or Preferred Shares for purposes of
such action, and in the case of any such other action, at least 20 days prior to
the earlier of the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares or Preferred Shares;
provided, however, that neither the failure to give the notice required by this
Section 25 nor any defect therein shall affect the legality or validity of the
action taken by the Company or the vote upon any such action.



                                       28
<PAGE>   32

        (b) Upon the occurrence of each Section 11(a)(ii) Event and each Section
13(a) Event, the Company shall as soon as practicable thereafter give to the
Rights Agent and each holder of a Right Certificate, in accordance with Section
26 hereof, a notice of the occurrence of such event, specifying the event and
the consequences of the event to holders of Rights under Sections 11 and 13
hereof.

SECTION 26. NOTICES.

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

                            CardioGenesis Corporation
                            26632 Towne Centre Drive, Suite 320
                            Foothill Ranch, California 92610
                            Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made to or on the Rights Agent (i) by the
Company shall be sufficiently given or made if sent, postage prepaid, by
registered or certified mail, and shall be deemed given upon receipt, addressed
to the office of the Rights Agent designated for such purpose as set forth below
(until another address is filed in writing with the Company) or (ii) by the
holder of any Right Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to the designated office of the
Rights Agent as set forth below (until another address is filed in writing with
the Company), and shall be deemed given upon actual receipt. The Company hereby
agrees that it shall encourage the holders of the Right Certificates, in any and
all writings to such holders regarding the Rights or this Agreement, to give or
make any notice or demand authorized by this Agreement by registered or
certified mail, addressed to the designated office of the Rights Agent as
follows (until another address is filed in writing with the Company):

                          EquiServe Trust Company, N.A.
                          c/o EquiServe LP
                          150 Royall Street
                          Canton, Mass 02021
                          Attention:  Client Administration

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

SECTION 27. SUPPLEMENTS AND AMENDMENTS.

        (a) The Board of Directors of the Company may from time to time
supplement or amend any provision of this Agreement in any manner without the
approval of any holders of Rights, whether or not such supplement or amendment
is adverse to any holder of Rights, and



                                       29
<PAGE>   33

further may direct the Rights Agent to so supplement or amend such provision,
and the Rights Agent shall so supplement or amend such provision; provided,
however, that from and after the earliest of (i) the date of the first Section
11(a)(ii) Event, (ii) the date of the first Section 13(a) Event, (iii) the
Redemption Date or (iv) the Expiration Date, this Agreement shall not be
supplemented or amended in any manner that would materially and adversely affect
the Rights Agent or any holder of outstanding Rights other than an Acquiring
Person or a Surviving Person.

        (b) From and after the earlier of the date of the first Section
11(a)(ii) Event or the date of the first Section 13(a) Event and prior to the
Rights Expiration Date, the Company shall not effect any amendment to the
Certificate of Amendment for the Preferred Shares that would materially and
adversely affect the rights, privileges or preferences of the Preferred Shares
without the prior approval of the holders of two-thirds or more of the then
outstanding Rights. Notwithstanding anything in this Agreement to the contrary,
no supplement or amendment that changes the rights and duties of the Rights
Agent under this Agreement in any manner adverse to the Rights Agent will be
effective against the Rights Agent without the execution of such supplement or
amendment by the Rights Agent.

SECTION 28. CERTAIN COVENANTS.

        Subject to Section 27 hereof and the other provisions of this Agreement,
from and after the earlier of the date of the first Section 11(a)(ii) Event or
the date of the first Section 13(a) Event and prior to the earlier of the
Redemption Date or the Rights Expiration Date, the Company shall not (a) issue
or sell, or permit any Subsidiary to issue or sell, to an Acquiring Person or a
Surviving Person, or any Affiliate or Associate of an Acquiring Person or a
Surviving Person, or any Person holding Voting Shares of the Company that are
Beneficially Owned by an Acquiring Person or a Surviving Person, (i) any rights,
options, warrants or convertible securities on terms similar to, or that
materially adversely affect the value of, the Rights or (ii) Preferred Shares,
Common Shares or shares of any other class of capital stock, if such sale is
intended to or would materially adversely affect the value of the Rights, or (b)
take any other action that is intended to or would materially adversely affect
the value of the Rights.

SECTION 29. 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 permitted assigns hereunder.

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 Right
Certificates (other than those representing Rights that have become null and
void) and the certificates for Common Shares representing Rights (other than
those Rights that have become null and void) any legal or equitable right,
remedy or claim under this Agreement, and this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent and such registered
holders of Right Certificates and certificates for Common Shares representing
Rights.



                                       30
<PAGE>   34

SECTION 31. SEVERABILITY.

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

SECTION 32. GOVERNING LAW.

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

SECTION 33. COUNTERPARTS.

        This Agreement may be executed by facsimile and in two or more
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument.

SECTION 34. DESCRIPTIVE HEADINGS.

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

SECTION 35. DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS.

        The Board of Directors shall have the exclusive power and authority to
administer this Agreement and to exercise the rights and powers specifically
granted to the Board of Directors or to the Company (subject to any express
limitations of or conditions to such power, authority and rights set forth in
this Agreement). All such actions, calculations, interpretations and
determinations that are done or made by the Board of Directors in good faith and
pursuant to or permitted by the terms and provisions of this Agreement shall be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights, as such, and all other applicable Persons. The Rights Agent shall
always be entitled to assume that the Board of Directors acted in good faith and
shall be fully protected and incur no liability in reliance thereon.

                            [signature page follows]




                                       31
<PAGE>   35

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



                                             CARDIOGENESIS CORPORATION

Attest:

By:_______________________________           By:_______________________________
   Name:__________________________              Name:__________________________
   Title:_________________________              Title:_________________________


                                             EQUISERVE TRUST COMPANY, N.A.,
                                             as Rights Agent

Attest:


By:_______________________________           By:_______________________________
   Name:__________________________              Name:__________________________
   Title:_________________________              Title:_________________________



                                       32
<PAGE>   36

                                    EXHIBIT A

                            Form of Right Certificate


Certificate No. _____                                          __________ Rights


        NOT  EXERCISABLE  AFTER THE LATER OF  AUGUST  17,  2011 OR THE
        TENTH  ANNIVERSARY OF THE  DISTRIBUTION  DATE (AS THAT TERM IS
        DEFINED IN THE RIGHTS  AGREEMENT) OR EARLIER IF REDEEMED.  THE
        RIGHTS  ARE  SUBJECT TO  REDEMPTION  AT $.001 PER RIGHT ON THE
        TERMS  SET  FORTH  IN  THE  RIGHTS  AGREEMENT.  UNDER  CERTAIN
        CIRCUMSTANCES,  RIGHTS  BENEFICIALLY  OWNED  BY  AN  ACQUIRING
        PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS
        SUCH TERMS ARE  DEFINED IN THE RIGHTS  AGREEMENT  AND AS THOSE
        CIRCUMSTANCES  ARE  SPECIFIED IN THE RIGHTS  AGREEMENT) OR ANY
        SUBSEQUENT  HOLDER OF SUCH  RIGHTS MAY  BECOME  NULL AND VOID.
        [THE RIGHTS  REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED
        TO A PERSON WHO WAS AN  ACQUIRING  PERSON OR AN  AFFILIATE  OR
        ASSOCIATE OF AN ACQUIRING  PERSON.  THIS RIGHT CERTIFICATE AND
        THE RIGHTS  REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
        CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT.]*


                                Right Certificate

                            CARDIOGENESIS CORPORATION
                           (a California corporation)


        This certifies that _______________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement dated as of August 17, 2001 (the "Rights Agreement")
between CardioGenesis Corporation, a California corporation (the "Company"), and
EquiServe Trust Company, N.A., a national banking association (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Rights Agreement) and prior to 5:00 P.M.,
California time, on the later of August


----------

*       That portion of the legend in brackets shall be inserted only if
        applicable and shall replace the preceding sentence.



                                       33
<PAGE>   37

17, 2011 or the tenth anniversary of the Distribution Date at the office of the
Rights Agent designated for such purpose in a written instrument delivered to
the Company and the holder of this Right Certificate, or at the office of its
successors as Rights Agent, one one-hundredth of a fully paid non-assessable
share of Series A Preferred Stock, no par value (the "Preferred Shares"), of the
Company, at an exercise price of $15.00 per Right (the "Exercise Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of Preferred Shares that may be purchased upon
exercise thereof) set forth above, and the Exercise Price per share set forth
above, are the number and Exercise Price as of ______, 20__, based on the
Preferred Shares as constituted at such date.

        As provided in the Rights Agreement, the Exercise Price and the number
of Preferred Shares that may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events. This Right Certificate is subject to all
of the terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of CardioGenesis Corporation and the above-mentioned offices
of the Rights Agent.

        This Right Certificate, with or without other Right Certificates, upon
surrender at the office of the Rights Agent designated for such purpose as
provided above, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Preferred Shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may, but are not required to, be redeemed by the Company at a
redemption price of $.001 per Right.

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

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



                                       34
<PAGE>   38

otherwise, until the Right or Rights evidenced by this Right Certificate shall
have been exercised as provided in the Rights Agreement.

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

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



ATTEST:                                     CARDIOGENESIS CORPORATION


---------------------------                 -----------------------------------
Secretary                                   President


Countersigned:


EQUISERVE TRUST COMPANY, N.A., as Rights Agent

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



                                       35
<PAGE>   39

                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

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



        FOR VALUE RECEIVED _______________________________________ hereby sells,
assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
                  (Please print name and address of transferee)

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

Dated: ________________, ____


                                         _____________________________________
                                         Signature


Signature Guaranteed:

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

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


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


                                         _____________________________________
                                         Signature

                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of this Right Certificate in every
                                         particular, without alteration or
                                         enlargement or any change whatsoever)

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



                                       36
<PAGE>   40


             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

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



TO CARDIOGENESIS CORPORATION

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

                (please print name, address and social security,
                 tax identification or other identifying number)

                  _____________________________________________

                  _____________________________________________

                  _____________________________________________

                  _____________________________________________


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

                (please print name, address and social security,
                 tax identification or other identifying number)

                  _____________________________________________

                  _____________________________________________

                  _____________________________________________

                  _____________________________________________


Dated: _________________

                                         _______________________________________
                                         Signature

                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of this Right Certificate in every
                                         particular, without alteration or
                                         enlargement or any change whatsoever)



                                       37
<PAGE>   41

             Form of Reverse Side of Right Certificate -- continued


Signature Guarantee:

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

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

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


                                         _______________________________________
                                         Signature

                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of this Right Certificate in every
                                         particular, without alteration or
                                         enlargement or any change whatsoever)

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

                                     NOTICE

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

        In the event the certification set forth above in the Forms of
Assignment and Election is not completed, the Company will deem the Beneficial
Owner of the Rights evidenced by this Right Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
and, in the case of an Assignment, will affix a legend to that effect on any
Right Certificates issued in exchange for this Right Certificate.



                                       38