EXHIBIT 4.1



                             AMENDED AND RESTATED
                               RIGHTS AGREEMENT

                         Dated as of October 15, 2001

                                   between

                        CARRINGTON LABORATORIES, INC.

                                     and

                   AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                 Rights Agent

<PAGE>

                             TABLE OF CONTENTS

                                                                         Page
                                                                         ----
 Section 1.   Certain Definitions                                          2

 Section 2.   Appointment of Rights Agent                                  5

 Section 3.   Issue of Rights and Right Certificates                       5

 Section 4.   Form of Right Certificates                                   7

 Section 5.   Execution, Countersignature and Registration                 7

 Section 6.   Transfer, Split-up, Combination and Exchange of Right
              Certificates; Mutilated, Destroyed, Lost or Stolen
              Right Certificates                                           8

 Section 7.   Exercise of Rights; Expiration Date of Rights                8

 Section 8.   Cancellation and Destruction of Right Certificates          10

 Section 9.   Reservation and Availability of Capital Stock               10

 Section 10.  Preferred Shares Record Date                                12

 Section 11.  Adjustment of Purchase Price, Number of Shares or Number
              of Rights                                                   12

 Section 12.  Certificate of Adjustment                                   19

 Section 13.  Consolidation, Merger, or Sale or Transfer of Assets or
              Earning Power                                               19

 Section 14.  Fractional Rights and Fractional Shares                     20

 Section 15.  Rights of Action                                            21

 Section 16.  Agreement of Right Holders                                  22

 Section 17.  Right Certificate Holder Not Deemed a Shareholder           22

 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 and Additional Rights    26

 Section 23.  Redemption                                                  26

 Section 24.  Exchange                                                    27

 Section 25.  Notice of Certain Events                                    28

 Section 26.  Notices                                                     29

 Section 27.  Supplements and Amendments                                  29

 Section 28.  Successors                                                  30

 Section 29.  Benefits of this Agreement                                  30

 Section 30.  Severability                                                30

 Section 31.  Governing Law                                               30

 Section 32.  Counterparts                                                30

 Section 33.  Descriptive Headings                                        30

 Signatures.                                                              31


 Exhibit A -  Form of Statement of Resolution Establishing and
              Designating Series D Preferred Stock of Carrington
              Laboratories, Inc.                                         A-1

 Exhibit B -  Form of Right Certificate.                                 B-1

 Exhibit C -  Summary of Rights to purchase Preferred Shares.            C-1


<PAGE>

                            AMENDED AND RESTATED
                               RIGHTS AGREEMENT


      This AMENDED AND  RESTATED RIGHTS AGREEMENT,  dated as  of October  15,
 2001 (this  "Agreement"), between  CARRINGTON  LABORATORIES, INC.,  a  Texas
 corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as
 rights agent.

                             W I T N E S S E T H:

      WHEREAS,  the  Company  and  Ameritrust  Company  National  Association
 ("Ameritrust"), as rights agent, previously entered into that certain Rights
 Agreement dated as of September 19, 1991 (the "Original Rights  Agreement"),
 pursuant to which the Company declared  a dividend of one right (a  "Right")
 to purchase one one-hundredth of a share of the Company's Series D Preferred
 Stock, $100 par value per share  (the "Preferred Stock"), on (i) each  share
 of the  Company's Common  Stock,  par value  $0.01  per share  (the  "Common
 Stock"), outstanding  at the  close of  business on  October 15,  1991  (the
 "Record Date"),  and (ii)  the  shares of  Common  Stock that  shall  become
 outstanding between the  Record Date and  the earliest  of the  Distribution
 Date, the  Redemption Date  and  the Expiration  Date  (as those  terms  are
 defined in the Original Rights Agreement);

      WHEREAS, as successor  in interest to  Ameritrust, KeyCorp  Shareholder
 Services ("KeyCorp") became  the successor rights  agent under the  Original
 Rights Agreement;

      WHEREAS, effective as of October 21, 1998, the Company removed  KeyCorp
 as the rights agent  and appointed AMERICAN STOCK  TRANSFER & TRUST  COMPANY
 (the "Rights Agent"), the transfer agent  of the Company's Common Stock,  to
 serve as successor rights agent under the Original Rights Agreement;

      WHEREAS, the Company and the Rights  Agent, as successor rights  agent,
 entered into Amendment  No. 1 to the  Original Rights  Agreement, dated  and
 effective as of October 21, 1998 ("Amendment No. 1");

      WHEREAS, on September 27, 2001, the  Board of Directors of the  Company
 authorized that the Original Rights Agreement,  as amended by Amendment  No.
 1, be further  amended and restated  as set forth  in this Agreement,  which
 includes amendments  that,    among  other  things,  (1)  extend  the  Final
 Expiration Date from  October 15, 2001  to October 15,  2011; (2) lower  the
 threshold level of beneficial ownership of the Company's outstanding  Common
 Stock that  triggers exercisability  of  the Rights  from  20% to  15%;  (3)
 decrease the Purchase Price payable upon exercise of the Rights from  $80.00
 to $20.00; and (4) provide for the issuance of Rights with respect to shares
 of Common  Stock that  become outstanding  after the  Distribution Date  and
 prior to the earlier of the  Redemption Date and the Final Expiration  Date;
 and (5)  decrease  the Redemption  Price  payable  by the  Company  for  the
 redemption of Rights from $.01 to $.001 per Right; and

      WHEREAS, the  Company desires  to set  forth the  amended and  restated
 terms and conditions governing the Rights;

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

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

      "Acquiring Person" shall mean  any Person who  or which, together  with
 all Affiliates and Associates of such Person, shall be the Beneficial  Owner
 of 15% or more  of the Common  Shares of the  Company then outstanding,  but
 shall not include the Company, any  Subsidiary of the Company, any  employee
 benefit plan of the Company or any Subsidiary of the Company, or any  entity
 holding Common Shares of  the Company for  or pursuant to  the terms of  any
 such  plan.  Notwithstanding  the  foregoing,  no  Person  shall  become  an
 "Acquiring Person" as the result of  an acquisition of Common Shares of  the
 Company by  the  Company  which,  by reducing  the  number  of  such  shares
 outstanding, increases the proportionate number of shares beneficially owned
 by such Person  to 15%  or more of  the Common  Shares of  the Company  then
 outstanding; provided, however, that if a Person shall become the Beneficial
 Owner of 15% or more of the Common Shares of the Company then outstanding by
 reason of  share  purchases by  the  Company  and shall,  after  such  share
 purchases by  the Company,  become the  Beneficial Owner  of any  additional
 Common Shares of  the Company, then  such Person shall  be deemed  to be  an
 "Acquiring  Person."    Notwithstanding  the  foregoing,  if  the  Board  of
 Directors of the Company  determines in good faith  that a Person who  would
 otherwise be an  "Acquiring Person," as  defined pursuant  to the  foregoing
 provisions of  this  definition, has  become  such inadvertently,  and  such
 Person divests  as promptly  as practicable  a sufficient  number of  Common
 Shares of the Company so that such  Person would no longer be an  "Acquiring
 Person," as defined pursuant to the foregoing provisions of this definition,
 then such person shall  not be deemed  to be an  "Acquiring Person" for  any
 purposes of this Agreement.

      "Adjustment Shares"  shall  have  the  meaning  set  forth  in  Section
 11(a)(ii) hereof.

      "Affiliate" and "Associate,"  when used with  reference to any  Person,
 shall have the respective meanings ascribed  to such terms in Rule 12b-2  of
 the General Rules and  Regulations under the Exchange  Act, as in effect  on
 the date of this Agreement.

      A Person shall be deemed the "Beneficial Owner" of, and shall be deemed
 to "beneficially own," and  shall be deemed  to have "Beneficial  Ownership"
 of, any securities:

      (i)  which such Person or any of such Person's Affiliates or Associates
 beneficially owns, directly or indirectly;

      (ii) which such Person or any of such Person's Affiliates or Associates
 has (A) the right to acquire (whether such right is exercisable  immediately
 or only after the passage of time) pursuant to any agreement, arrangement or
 understanding (other than customary agreements with and between underwriters
 and selling group  members with respect  to a bona  fide public offering  of
 securities), or upon  the exercise  of conversion  rights, exchange  rights,
 rights (other than the Rights), warrants or options, or otherwise; provided,
 however, that a Person shall  not be deemed the  Beneficial Owner of, or  to
 beneficially own, securities tendered pursuant to a tender or exchange offer
 made by or on behalf of  such Person or any  of such Person's Affiliates  or
 Associates until  such  tendered securities  are  accepted for  purchase  or
 exchange; or (B) the right to vote 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 (1) arises solely from  a
 revocable proxy or  consent given  to such Person  in response  to a  public
 proxy or consent solicitation made pursuant to, and in accordance with,  the
 applicable rules and regulations promulgated under the Exchange Act and  (2)
 is not also then reportable on Schedule  13D under the Exchange Act (or  any
 comparable or successor report); or

      (iii)     which are beneficially owned, directly or indirectly, by  any
 other Person with which  such Person or any  of such Person's Affiliates  or
 Associates has  any  agreement,  arrangement or  understanding  (other  than
 customary agreements with and between underwriters and selling group members
 with respect to a bona fide  public offering of securities) for the  purpose
 of acquiring,  holding, voting  (except to  the extent  contemplated by  the
 proviso in clause (ii)(B) of this definition) or disposing of any securities
 of the Company.

 Notwithstanding anything in this definition  of Beneficial Ownership to  the
 contrary, the  phrase "then  outstanding," when  used  with reference  to  a
 Person's Beneficial Ownership of securities of  the Company, shall mean  the
 number of  such securities  then issued  and outstanding  together with  the
 number of such  securities not then  actually issued  and outstanding  which
 such Person would be deemed to own beneficially hereunder.

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

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

      "Common Shares" when used with reference to the Company shall mean  the
 shares  of  Common Stock  of the  Company.  "Common Shares"  when used  with
 reference to any Person other than the Company shall mean the capital  stock
 (or equity interest) with the greatest voting power of such other Person or,
 if such  other Person  is a  Subsidiary  of another  Person, the  Person  or
 Persons which ultimately control such first-mentioned Person.

      "Common share equivalents" shall have the meaning set forth in  Section
 11(a)(iii) hereof.

      "Common Stock" shall  have the meaning  set forth  in the  introductory
 paragraphs of this Agreement.

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

      "Equivalent preferred  shares"  shall have  the  meaning set  forth  in
 Section 11(b) hereof.

      "Exchange Act" shall mean  the Securities Exchange Act  of 1934, as  in
 effect on the date in question, unless otherwise specifically provided.

      "Exchange Ratio"  shall have  the meaning  set forth  in Section  24(a)
 hereof.

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

      "Flip-In Event" shall have the meaning  set forth in Section  11(a)(ii)
 hereof.

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

      "Flip-Over Event" shall  have the meaning  set forth  in Section  13(a)
 hereof.

      "Formula Number" shall have the meaning set forth in Section  11(d)(ii)
 hereof.

      "Person" shall mean any individual, firm, corporation or other  entity,
 and shall include any successor (by merger or otherwise) of such entity.

      "Preferred Shares" when used with reference  to the Company shall  mean
 the shares  of  Preferred Stock  of  the Company.    Any reference  in  this
 Agreement to  Preferred Shares  shall be  deemed to  include any  authorized
 fraction of a Preferred Share, unless the context otherwise requires.

      "Preferred Stock" shall have the meaning set forth in the  introductory
 paragraphs of this Agreement.

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

      "Purchase Price" with respect to each Right shall mean $20.00, as  such
 amount may from time to  time be adjusted as  provided herein, and shall  be
 payable in lawful  money of the  United States of  America.  All  references
 herein to the Purchase Price shall mean  the Purchase Price as in effect  at
 the time in question.

      "Record Date"  shall have  the meaning  set forth  in the  introductory
 paragraphs of this Agreement.

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

      "Redemption Price"  shall have  the meaning  set  forth in  Section  23
 hereof.

      "Right Certificate"  shall mean  a certificate  evidencing a  Right  in
 substantially the form attached to this Agreement as Exhibit B.

      "Rights" shall mean the rights to  purchase Preferred Shares (or  other
 securities) as provided in this Agreement.

      "Securities Act" shall mean the Securities Act of 1933, as in effect on
 the date in question, unless otherwise specifically provided.

      "Shares  Acquisition  Date"  shall  mean  the  first  date  of   public
 announcement by the Company or an Acquiring Person that an Acquiring  Person
 has become such.

      "Statement of  Resolution"  shall  mean  the  Statement  of  Resolution
 Establishing and Designating Series D Preferred Stock of the Company setting
 forth the  powers,  preferences,  rights,  qualifications,  limitations  and
 restrictions of such series of Preferred Stock of the Company, a copy of the
 form of which is attached to this Agreement as Exhibit A.

      "Subsidiary" of any Person shall mean  any corporation or other  entity
 of which a majority of the voting  power of the voting equity securities  or
 equity interest is owned, directly or indirectly, by such Person.

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

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

      Section 2.     Appointment  of  Rights  Agent.    The  Company   hereby
 appoints the Rights Agent to act as agent for the Company and the holders of
 the Rights (who, in  accordance with Section 3  hereof, shall, prior to  the
 Distribution Date, also be the holders  of the Common Shares) in  accordance
 with the terms and  conditions hereof, and the  Rights Agent hereby  accepts
 such appointment.  The Company may from time to time appoint such  co-Rights
 Agents as it may deem necessary or desirable.

      Section 3.     Issue of Rights and Right Certificates.

      (a)  One Right shall be associated  with each Common Share  outstanding
 on  the  Record  Date,  each  additional  Common  Share  that  shall  become
 outstanding between the  Record Date and  the earliest  of the  Distribution
 Date, the Redemption Date and the Final Expiration Date, and each additional
 Common Share with which  Rights are issued after  the Distribution Date  and
 prior to the earlier of the Redemption Date and the Final Expiration Date as
 provided in Section 22  hereof; provided, however,  that if the  outstanding
 Rights are combined into a smaller number of outstanding Rights pursuant  to
 Section 11 hereof, the appropriate  fractional Right determined pursuant  to
 such Section shall thereafter be associated with each such Common Share.

      (b)  Until  the  earlier  of  (i)  the  tenth  day  after  the   Shares
 Acquisition Date and (ii) the tenth Business Day (or such later date as  may
 be determined by action of  the Board of Directors  of the Company prior  to
 such time as any Person becomes an  Acquiring Person) after the date of  the
 commencement by any Person  (other than the Company,  any Subsidiary  of the
 Company, any employee benefit plan of  the Company or any Subsidiary of  the
 Company, or any entity holding Common Shares of the Company for or  pursuant
 to the terms of any such  plan) of, or of  the first public  announcement of
 the intention of any Person (other  than the Company, any Subsidiary of  the
 Company, any employee benefit plan of  the Company or any Subsidiary  of the
 Company, or any entity holding Common Shares of the Company for or  pursuant
 to the terms of any such plan) to  commence, a tender or exchange offer  the
 consummation of which  would result in  any Person  becoming the  Beneficial
 Owner of  Common Shares  aggregating 15%  or more  of the  then  outstanding
 Common Shares  (including any  such date  which is  after the  date of  this
 Agreement and prior  to the  issuance of the  Rights) (the  earlier of  such
 dates being herein referred to as  the "Distribution Date"), (x) the  Rights
 will be evidenced (subject to the provisions of Section 3(c) hereof) by  the
 certificates for  Common  Shares registered  in  the names  of  the  holders
 thereof (which certificates shall also be  deemed to be Right  Certificates)
 and not by separate  Right Certificates, and (y)  the Rights, including  the
 right to receive Right Certificates, will be transferable only in connection
 with the  transfer of  Common Shares.  As  soon  as  practicable  after  the
 Distribution Date, the Company  will prepare and  execute, the Rights  Agent
 will countersign, and the  Company will send  or cause to  be sent (and  the
 Rights Agent will,  if requested,  send) by  first-class, insured,  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 evidencing one whole  Right
 for each Common Share  (or for the  number of Common  Shares with which  one
 whole Right is then associated if the number of Rights per Common Share held
 by such record holder has been adjusted in accordance with the provision  in
 Section 3(a) hereof) so held.  If the number of Rights associated with  each
 Common Share has  been adjusted in  accordance with the  proviso in  Section
 3(a) hereof, at  the time  of distribution  of the  Right Certificates,  the
 Company may make any necessary and appropriate rounding adjustments so  that
 Right Certificates representing only whole numbers of Rights are distributed
 and cash is paid in lieu of any fractional Right in accordance with  Section
 14 hereof.   As  of and  after the  Distribution Date,  the Rights  will  be
 evidenced solely by such Right Certificates.

      (c)  With respect to any certificate  for Common Shares outstanding  as
 of the  Record  Date, until  the  earliest  of the  Distribution  Date,  the
 Redemption Date and the Final Expiration Date, the Rights will be  evidenced
 by such certificates registered in the names of the holders thereof together
 with a  copy  of  a Summary  of  Rights  to Purchase  Preferred  Shares,  in
 substantially the form attached to this Agreement as Exhibit C (the "Summary
 of Rights"), attached thereto.  Until the earliest of the Distribution Date,
 the Redemption  Date  and  the Final  Expiration  Date,  the  surrender  for
 transfer of  any certificate  for Common  Shares outstanding  on the  Record
 Date, with or  without a  copy of the  Summary of  Rights attached  thereto,
 shall also constitute the transfer of the Rights associated with the  Common
 Shares represented thereby.

      (d)  Certificates issued  for  Common Shares  after  the date  of  this
 Agreement (including, without limitation, reacquired Common Shares  referred
 to in the last sentence of this paragraph (d)), but prior to the earliest of
 the Distribution Date, the  Redemption Date and  the Final Expiration  Date,
 shall have impressed on, printed on, written on or otherwise affixed to them
 the following legend:

      This certificate also evidences and entitles the holder hereof  to
      certain Rights  as set  forth in  an Amended  and Restated  Rights
      Agreement (the "Rights Agreement") dated  as of October 15,  2001,
      as it  may  be  amended from  time  to  time,  between  Carrington
      Laboratories, Inc. and American Stock Transfer & Trust Company, as
      Rights Agent, the terms of which are hereby incorporated herein by
      reference and  a  copy  of  which is  on  file  at  the  principal
      executive offices of Carrington Laboratories, Inc.  Under  certain
      circumstances, as set forth in  the Rights Agreement, such  Rights
      will be evidenced by separate certificates  and will no longer  be
      evidenced by this certificate.  Carrington Laboratories, Inc. will
      mail to  the holder  of  this certificate  a  copy of  the  Rights
      Agreement without  charge  after  receipt  of  a  written  request
      therefor.  Under certain circumstances, as set forth in the Rights
      Agreement, Rights  beneficially owned  by an  Acquiring Person  or
      their Affiliates or Associates (as such  terms are defined in  the
      Rights Agreement) and by any subsequent holder of such Rights  are
      null and void and nontransferable.

 With respect to such certificates containing the foregoing legend, until the
 earliest of  the  Distribution  Date, the  Redemption  Date  and  the  Final
 Expiration Date, the Rights associated with the Common Shares represented by
 such certificates shall  be evidenced by  such certificates  alone, and  the
 surrender for transfer  of any such  certificate shall  also constitute  the
 transfer of  the  Rights  associated  with  the  Common  Shares  represented
 thereby.  In  the event that  the Company purchases  or acquires any  Common
 Shares after the Record Date but prior to the Distribution Date, any  Rights
 associated with such Common Shares shall  be deemed canceled and retired  so
 that the Company  shall not be  entitled to exercise  any Rights  associated
 with the Common Shares which are no longer outstanding.

      Section 4.     Form of Right Certificates.  The Right Certificates (and
 the form of election to purchase and form of assignment to be printed on the
 reverse side thereof) shall  be in substantially the  form attached to  this
 Agreement as  Exhibit  B  and  may have  such  marks  of  identification  or
 designation and such legends, summaries  or endorsements printed thereon  as
 the Company  may deem  appropriate  and as  are  not inconsistent  with  the
 provisions of  this Agreement,  or as  may be  required to  comply with  any
 applicable law or with any rule or regulation made pursuant thereto or  with
 any rule or regulation  of any securities exchange  on which the Rights  may
 from time to  time be  listed or  of any  automated quotations  system of  a
 national securities association on which the Rights may from time to time be
 registered or quoted, or to conform to usage.  Subject to the provisions  of
 Section 22 hereof, the  Right Certificates, whenever  issued, on their  face
 shall entitle  the holders  thereof  to purchase  such  number of  one  one-
 hundredths of  a Preferred  Share as  shall  be set  forth therein  for  the
 Purchase Price  per  one one-hundredth  of  a Preferred  Share,  subject  to
 adjustment from time to time as herein provided.

      Section 5.     Execution, Countersignature and Registration.

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

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

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

      (a)  Subject to the provisions of Sections  7(e) and 14 hereof, at  any
 time after the close of business on  the Distribution Date, and at or  prior
 to the close of business on the earlier of the Redemption Date and the Final
 Expiration Date,  any Right  Certificate or  Right Certificates  (except  as
 otherwise provided herein, including, without limitation, Right Certificates
 representing Rights  that  have become  null  and void  and  nontransferable
 pursuant to Section  7(e) hereof  or that  have been  exchanged pursuant  to
 Section 24 hereof) may be transferred,  split-up, combined or exchanged  for
 another  Right  Certificate  or  Right  Certificates  representing,  in  the
 aggregate, the  same number  of Rights  as the  Right Certificate  or  Right
 Certificates surrendered then represented.   Any registered holder  desiring
 to transfer, split-up, combine  or exchange any  Right Certificate or  Right
 Certificates shall  make such  request in  writing delivered  to the  Rights
 Agent, and shall surrender the Right Certificate or Right Certificates to be
 transferred, split-up,  combined or  exchanged at  the principal  office  or
 offices of the Rights Agent designated for such purpose; provided,  however,
 that neither the Rights Agent nor the Company shall be obligated to take any
 action whatsoever  with respect  to the  transfer of  any Right  Certificate
 surrendered for transfer  until the registered  holder shall have  completed
 and signed the certification of status  contained in the form of  assignment
 on the reverse side of such  Right Certificate and shall have provided  such
 additional evidence  of the  identity of  the  Beneficial Owner  (or  former
 Beneficial Owner) or Affiliates or Associates  thereof as the Company  shall
 reasonably request.  Thereupon the Rights  Agent shall, subject to  Sections
 7(e) and 14 hereof, countersign and deliver to the Person entitled thereto a
 Right Certificate  or  Right  Certificates,  as  the  case  may  be,  as  so
 requested.  The Company may require payment of a sum sufficient to cover any
 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 the  Right Certificate  if mutilated,  the
 Company will make a new Right Certificate of like tenor and deliver such new
 Right Certificate to the Rights Agent for delivery to the registered  holder
 in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

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

      (a)  Subject to Section  7(e) hereof and  except as otherwise  provided
 herein  (including  Section  24  hereof),  each  Right  shall  entitle   the
 registered holder  thereof, upon  exercise thereof  as provided  herein,  to
 purchase for the Purchase Price, at any time after the Distribution Date and
 at or prior to the earliest of (i) the close of business on October 15, 2011
 (the "Final  Expiration  Date"), (ii)  the  time  at which  the  Rights  are
 redeemed as provided in Section 23 hereof (the "Redemption Date") and  (iii)
 the time  at which  such Rights  are  exchanged as  provided in  Section  24
 hereof, one one-hundredth of a Preferred  Share, subject to adjustment  from
 time to time as provided in Section 11 or 13 hereof.

      (b)  The registered holder  of any Right  Certificate may exercise  the
 Rights evidenced thereby (except as otherwise  provided herein) in whole  or
 in part at any time after the Distribution Date, upon surrender of the Right
 Certificate, with  the form  of election  to purchase  on the  reverse  side
 thereof duly  executed, to  the  Rights Agent  at  the principal  office  or
 offices of  the Rights  Agent designated  for  such purpose,  together  with
 payment of the  Purchase Price  for each  one one-hundredth  of a  Preferred
 Share as to which the Rights are exercised,  at or prior to the earliest  of
 (i) the Final Expiration Date, (ii)  the Redemption Date and (iii) the  time
 at which such Rights are exchanged as provided in Section 24 hereof.

      (c)  Upon receipt  of  a  Right  Certificate  representing  exercisable
 Rights, with the form of election to purchase duly executed, accompanied  by
 payment of the Purchase Price for the Preferred Shares (or other securities)
 to be purchased and an amount equal to any applicable transfer tax  required
 to be  paid by  the holder  of  such Right  Certificate in  accordance  with
 Section 9 hereof, in lawful money of  the United States of America, in  cash
 or by certified check, cashier's check  or money order payable to the  order
 of the Company,  the Rights Agent  shall thereupon (i)  either (A)  promptly
 requisition from  any  transfer  agent of  the  Preferred  Shares  (or  make
 available, if  the  Rights  Agent  is a  transfer  agent  for  such  shares)
 certificates for the  number of Preferred  Shares to be  purchased, and  the
 Company hereby irrevocably authorizes its transfer agent to comply with  all
 such requests,  or (B)  if the  Company shall  have elected  to deposit  the
 Preferred Shares with  a depositary  agent under  a depositary  arrangement,
 promptly  requisition  from   the  depositary   agent  depositary   receipts
 representing the number  of one one-hundredths  of a Preferred  Share to  be
 purchased (in which case certificates  for the Preferred Shares  represented
 by such  receipts  shall  be  deposited  by  the  transfer  agent  with  the
 depositary agent),  and the  Company will  direct  the depositary  agent  to
 comply with all such requests,  (ii) when appropriate, promptly  requisition
 from the  Company the  amount of  cash to  be paid  in lieu  of issuance  of
 fractional shares in accordance with Section 14 hereof, (iii) promptly after
 receipt of such certificates  or depositary receipts, cause  the same to  be
 delivered to  or upon  the order  of  the registered  holder of  such  Right
 Certificate, registered in such name or  names as may be designated by  such
 holder, and (iv) when appropriate, after receipt, promptly deliver such cash
 to or upon the order of the registered holder of such Right Certificate.

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

      (e)  Notwithstanding anything in  this Agreement to  the contrary,  any
 Rights that are at any time beneficially owned by an Acquiring Person or any
 Affiliate or Associate  of an Acquiring  Person shall be  null and void  and
 nontransferable, and any holder of any  such Right (including any  purported
 transferee or subsequent  holder) shall not  have any right  to exercise  or
 transfer any such Right.

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

      (g)  The Company may temporarily suspend, for  a period of time not  to
 exceed 90 calendar days after the  Distribution Date, the exercisability  of
 the Rights in order to prepare  and file a Registration Statement under  the
 Securities Act, on appropriate  form, with respect  to the Preferred  Shares
 purchasable upon  exercise  of  the  Rights  and  permit  such  Registration
 Statement to become  effective; provided, however,  that no such  suspension
 shall remain  effective after,  and the  Rights  shall without  any  further
 action by the  Company or any  other Person  become exercisable  immediately
 upon, the  effectiveness of  such Registration  Statement.   Upon  any  such
 suspension, the Company shall issue a  public announcement stating that  the
 exercisability of the Rights has been temporarily suspended and shall  issue
 a further public announcement at such time as the suspension is no longer in
 effect.  Notwithstanding any  provision herein to  the contrary, the  Rights
 shall not be exercisable in any jurisdiction if the requisite  qualification
 under the Blue Sky  or securities laws of  such jurisdiction shall not  have
 been obtained or  the exercise of  the Rights shall  not be permitted  under
 applicable law.

      Section 8.     Cancellation and Destruction of Right Certificates.  All
 Right Certificates surrendered for the purpose of exercise, transfer, split-
 up, combination or  exchange shall, and  any Right Certificate  representing
 Rights that  have  become null  and  void and  nontransferable  pursuant  to
 Section 7(e)  hereof surrendered  or presented  for  any purpose  shall,  if
 surrendered or  presented  to  the Company  or  to  any of  its  agents,  be
 delivered to the Rights Agent for  cancellation or in canceled form, or,  if
 surrendered or presented to the Rights  Agent, shall be canceled by it,  and
 no Right Certificates shall  be issued in lieu  thereof except as  expressly
 permitted by any  of the provisions  of this Agreement.   The Company  shall
 deliver to the Rights Agent for cancellation and retirement, and the  Rights
 Agent shall  so  cancel  and retire,  any  Right  Certificate  purchased  or
 acquired by the Company.  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 either such  case
 shall deliver  a certificate  of destruction  thereof  or a  certificate  of
 cancellation thereof, as may be appropriate, to the Company.

      Section 9.     Reservation and Availability of Capital Stock.

      (a)  The Company covenants and agrees that it will cause to be reserved
 and kept available out  of its authorized and  unissued Preferred Shares  or
 any authorized and issued  Preferred Shares held in  it treasury, free  from
 preemptive rights  or any  right of  first refusal,  a number  of  Preferred
 Shares sufficient to permit the exercise  in full of all outstanding  Rights
 in accordance with Section 7 hereof.

      (b)  In the event that there shall  not be sufficient Preferred  Shares
 issued but not outstanding or authorized but unissued to permit the exercise
 or exchange of Rights  in accordance with  Section 11 or  24 hereof, as  the
 case may be, the  Company covenants and  agrees that it  will take all  such
 action as  may be  necessary to  authorize additional  Preferred Shares  for
 issuance upon the exercise or exchange  of Rights pursuant to Section 11  or
 24 hereof, as the  case may be;  provided, however, that  if the Company  is
 unable to cause the authorization of  additional Preferred Shares, then  the
 Company shall, or  in lieu of  seeking any such  authorization, the  Company
 may, to  the  extent necessary  and  permitted  by applicable  law  and  any
 agreements or instruments in effect prior to the Distribution Date to  which
 it is a party, (i) upon surrender of a Right, pay cash equal to the Purchase
 Price in lieu of  issuing Preferred Shares  and requiring payment  therefor,
 (ii) upon due exercise of a Right and payment of the Purchase Price for each
 Preferred Share as to which such Right is exercised, issue equity securities
 having a value  equal to the  value of the  Preferred Shares that  otherwise
 would have been issuable  pursuant to Section 11  or 24 hereof, which  value
 shall be  determined  by a  nationally  recognized investment  banking  firm
 selected by  the  Board of  Directors  of the  Company,  or (iii)  upon  due
 exercise of a  Right and payment  of the Purchase  Price for each  Preferred
 Share as  to which  such Right  is exercised,  distribute a  combination  of
 Preferred Shares, cash and/or other equity and/or debt securities having  an
 aggregate value equal to  the value of the  Preferred Shares that  otherwise
 would have been issuable  pursuant to Section 11  or 24 hereof, which  value
 shall be determined in good faith by the Board of Directors of the  Company.
  To the  extent that  any legal  or  contractual restrictions  (pursuant  to
 agreements or instruments in effect prior to the Distribution Date to  which
 it is a party) prevent  the Company from paying  the full amount payable  in
 accordance with the foregoing sentence, the Company shall pay to holders  of
 the Rights as to which such payments are being made all amounts that are not
 then restricted on  a pro  rata basis  as such  payments become  permissible
 under such legal or contractual restrictions  until such payments have  been
 paid in full.

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

      (d)  So long  as the  Preferred Shares  issuable upon  the exercise  or
 exchange of Rights  may be  listed on  any national  securities exchange  or
 automated quotations system of a registered national securities  association
 on which the Preferred  Shares may from  time to time  be listed, traded  or
 quoted, the Company covenants and agrees that it will use reasonable efforts
 to cause,  from and  after such  time as  the Rights  become exercisable  or
 exchangeable, all Preferred Shares reserved for  such issuance to be  listed
 on such exchange or  approved for quotation in  such quotation system,  upon
 official notice of issuance upon such exercise.

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

      Section 10.    Preferred Shares Record Date.  Each Person in whose name
 any certificate for Preferred Shares or Common Shares or other securities is
 issued upon the  exercise or exchange  of Rights shall  for all purposes  be
 deemed to have become the holder of record of the Preferred Shares or Common
 Shares or other securities, as the case may be, represented thereby on,  and
 such certificate shall be dated, the  date upon which the Right  Certificate
 evidencing such  Rights was  duly surrendered  and payment  of any  Purchase
 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  transfer
 books of the  Company for  the Preferred Shares  or Common  Shares or  other
 securities, as the case may be, are  closed, such Person shall be deemed  to
 have become the record holder of  such Preferred Shares or Common Shares  or
 other securities, as  the case  may be, on,  and such  certificate shall  be
 dated, the next succeeding Business Day  on which the transfer books of  the
 Company for the Preferred  Shares or Common Shares  or other securities,  as
 the case may be, are open.   Prior to the  exercise of the Rights  evidenced
 thereby, the holder  of a  Right Certificate shall  not be  entitled to  any
 rights of a shareholder of the Company with respect to shares for which  the
 Rights shall be  exercisable, including,  without limitation,  the right  to
 vote, to  receive  dividends  or other  distributions  or  to  exercise  any
 preemptive rights, and shall  not be entitled to  receive any notice of  any
 proceedings of the Company, except as provided herein.

      Section 11.    Adjustment of Purchase Price, Number of Shares or Number
 of Rights.  The  Purchase Price, the number  of Preferred Shares covered  by
 each Right and the  number of Rights outstanding  are subject to  adjustment
 from time to time as provided in this Section 11.

           (a)(i)    In the event  the Company shall  at any  time after  the
      date of this Agreement (A) declare  a dividend on the Preferred  Shares
      payable in Preferred  Shares, (B) subdivide  the outstanding  Preferred
      Shares, (C) combine  the outstanding  Preferred Shares  into a  smaller
      number of Preferred Shares or (D) issue any shares of its capital stock
      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),  except  as
      otherwise provided in this Section 11(a), the Purchase Price in  effect
      at the time of the  record date for such  dividend or of the  effective
      date of  such subdivision,  combination  or reclassification,  and  the
      number and kind of shares of capital stock issuable on such date, shall
      be proportionately adjusted so that the  holder of any Right  exercised
      after such time shall be entitled  to receive the aggregate number  and
      kind of shares of capital stock which, if such Right had been exercised
      immediately prior to such date and at a time when the transfer books of
      the Company for  the Preferred Shares  were open, he  would have  owned
      upon such  exercise and  been entitled  to receive  by virtue  of  such
      dividend,  subdivision,  combination  or  reclassification;   provided,
      however, that in no event shall  the consideration to be paid upon  the
      exercise of  one Right  be less  than the  aggregate par  value of  the
      shares of capital stock  of the Company issuable  upon exercise of  one
      Right.  If an event occurs that would require an adjustment under  both
      this Section  11(a)(i) and  Section  11(a)(ii) hereof,  the  adjustment
      provided for in  this Section  11(a)(i) shall  be in  addition to,  and
      shall be made  prior to, any  adjustment required  pursuant to  Section
      11(a)(ii) hereof.

           (ii) Subject to Section  24 of this  Agreement, in  the event  any
      Person becomes an Acquiring Person (a "Flip-In Event"), each holder  of
      a Right, except as  provided in Section  7(e) hereof, shall  thereafter
      have a right to receive, upon exercise thereof at a price equal to  the
      then current  Purchase  Price multiplied  by  the number  of  one  one-
      hundredths of a Preferred Share for which a Right is then  exercisable,
      in accordance with the terms of this Agreement and in lieu of Preferred
      Shares, such number  of Common Shares  of the Company  (such number  of
      Common Shares being referred to herein  as the "Adjustment Shares")  as
      shall equal the  result obtained by  (x) multiplying  the then  current
      Purchase Price by the number of one one-hundredths of a Preferred Share
      for which a Right is then exercisable and dividing that product by  (y)
      50% of the then current per share market price of the Company's  Common
      Shares (determined pursuant to Section 11(d) hereof) on the date of the
      occurrence of such event.  In the event that any Person shall become an
      Acquiring Person and the Rights shall then be outstanding, the  Company
      shall not  take  any  action which  would  eliminate  or  diminish  the
      benefits intended to be afforded by the Rights.

           (iii)     In the event that there  shall not be sufficient  Common
      Shares issued but not outstanding or authorized but unissued to  permit
      the exercise in full of the Rights in accordance with Section 11(a)(ii)
      hereof, the Company shall,  to the extent  permitted by applicable  law
      and regulation:  (A) determine  the  excess of  (1)  the value  of  the
      Adjustment Shares issuable upon the exercise  of a Right (the  "Current
      Value") over (2)  the Purchase  Price (such  excess to  be referred  to
      hereinafter as the "Spread"), and (B) with respect to each Right,  make
      adequate provision  to  substitute  for  the  Adjustment  Shares,  upon
      payment of the applicable Purchase Price, (1) cash, (2) a reduction  in
      the  Purchase  Price,  (3)  other  equity  securities  of  the  Company
      (including,  without  limitation,  shares,  or  units  of  shares,   of
      preferred stock which the Board of Directors of the Company has  deemed
      to have the same value as  the Common Shares (such shares of  preferred
      stock being referred  to herein  as "common  share equivalents")),  (4)
      debt securities of the Company, (5) other assets or (6) any combination
      of the foregoing, having an aggregate value equal to the Current  Value
      as determined  by the  Board of  Directors  of the  Company;  provided,
      however, that if the Company shall not have made adequate provision  to
      deliver value pursuant to clause (B) above within 30 days following the
      first occurrence of a Flip-In Event (the "Flip-In Trigger Date"),  then
      the Company  shall be  obligated to  deliver,  upon the  surrender  for
      exercise of  a Right  and without  requiring  payment of  the  Purchase
      Price, Common Shares (to the extent available) and then, if  necessary,
      cash, which shares  and/or cash have  an aggregate value  equal to  the
      Spread.  If the  Board of Directors of  the Company determines in  good
      faith that it is likely that sufficient additional Common Shares  could
      be authorized for issuance upon exercise in full of the Rights, the 30-
      day period set forth above may be extended to the extent necessary, but
      not to more than 120 days after the Flip-In Trigger Date, in order that
      the Company may seek shareholder approval for the authorization of such
      additional shares (such  period, as it  may be  extended, being  herein
      called  the  "Substitution   Period").   To  the  extent  the   Company
      determines that some action need be taken pursuant to the first  and/or
      second sentences  of this  Section 11(a)(iii),  the Company  (x)  shall
      provide, subject to Section 7(e) hereof, that  such action shall  apply
      uniformly  to  all  outstanding  Rights,   and  (y)  may  suspend   the
      exercisability of the Rights until  the expiration of the  Substitution
      Period in order to seek any  authorization of additional shares  and/or
      to decide the appropriate form of  distribution to be made pursuant  to
      such first sentence and to determine  the value thereof.  In the  event
      of any  such suspension,  the Company  shall deliver  a notice  to  the
      Rights  Agent  and  issue  a  public  announcement  stating  that   the
      exercisability of the Rights has been temporarily suspended, as well as
      a notice to the Rights Agent and a public announcement at such time  as
      the suspension is no  longer in effect.   For purposes of this  Section
      11(a)(iii), the value  of the Common  Shares shall be  the current  per
      share market price (as determined pursuant to Section 11(d) hereof)  of
      the Common Shares  on the Flip-In  Trigger Date, and  the value of  any
      common share equivalent shall be deemed  to have the same value as  the
      Common Shares on such date.

      (b)  In case the Company  shall fix a record  date for the issuance  of
 rights, options or  warrants to all  holders of  Preferred Shares  entitling
 them (for a period expiring within 45 calendar days after such record  date)
 to subscribe for  or purchase Preferred  Shares (or shares  having the  same
 rights, privileges  and preferences  as  the Preferred  Shares  ("equivalent
 preferred shares"))  or  securities  convertible into  Preferred  Shares  or
 equivalent preferred shares  at a price  per Preferred  Share or  equivalent
 preferred share  (or having  a conversion  price per  share, if  a  security
 convertible into Preferred Shares or equivalent preferred shares) less  than
 the then current per share market price of the Preferred Shares (as  defined
 in Section 11(d) hereof) on  such record date, the  Purchase Price to be  in
 effect after  such  record  date shall  be  determined  by  multiplying  the
 Purchase Price  in  effect  immediately  prior to  such  record  date  by  a
 fraction, the numerator  of which shall  be the number  of Preferred  Shares
 outstanding on such record  date plus the number  of Preferred Shares  which
 the aggregate offering price of the total number of Preferred Shares  and/or
 equivalent preferred shares so to be  offered (and/or the aggregate  initial
 conversion price  of the  convertible securities  so  to be  offered)  would
 purchase at such current market price and the denominator of which shall  be
 the number of  Preferred Shares  outstanding on  such record  date plus  the
 number of additional Preferred Shares and/or equivalent preferred shares  to
 be offered  for subscription  or purchase  (or  into which  the  convertible
 securities so to be offered  are initially convertible); provided,  however,
 that in no event shall the consideration to be paid upon the exercise of one
 Right be less than the aggregate par value of the shares of capital stock of
 the Company issuable upon exercise of one Right.  In case such  subscription
 price may be paid  in consideration part or  all of which may  be in a  form
 other than cash, the value of  such consideration shall be as determined  in
 good faith by  the Board of  Directors of the  Company, whose  determination
 shall be described in  a statement filed with  the Rights Agent.   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  shall
 be made successively whenever such a record date is fixed; and in the  event
 that such rights, options or warrants are not so issued, the Purchase  Price
 shall be adjusted to be the Purchase Price which would then be in effect  if
 such record date had not been fixed.

      (c)  In case the Company shall  fix a record date  for the making of  a
 distribution 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  continuing  or  surviving  corporation)  of  evidences  of
 indebtedness or assets (other  than a regular quarterly  cash dividend or  a
 dividend payable in  Preferred Shares)  or subscription  rights or  warrants
 (excluding those referred to in Section 11(b) hereof), the Purchase Price to
 be in effect after such record  date shall be determined by multiplying  the
 Purchase Price  in  effect  immediately  prior to  such  record  date  by  a
 fraction, the numerator of which shall be the then current per share  market
 price of the  Preferred Shares  on such record  date, less  the fair  market
 value (as determined in good faith by the Board of Directors of the Company,
 whose determination shall be described in a statement filed with the  Rights
 Agent) of the portion of  the assets or evidences  of indebtedness so to  be
 distributed or of  such subscription rights  or warrants  applicable to  one
 Preferred Share and the denominator of which shall be such current per share
 market price of the  Preferred Shares; provided, however,  that in no  event
 shall the consideration to be  paid upon the exercise  of one Right be  less
 than the aggregate par value of the  shares of capital stock of the  Company
 to be issued upon  exercise of one  Right.  Such  adjustments shall be  made
 successively whenever such  a record date  is fixed; and  in the event  that
 such distribution is not so made, the Purchase Price shall again be adjusted
 to be the Purchase Price which would then  be in effect if such record  date
 had not been fixed.

           (d)(i)    For the purpose of any computation hereunder, other than
      computations made pursuant to  Section 11(a)(iii) hereof, the  "current
      per share market price" of any  security (a "Security" for the  purpose
      of this Section 11(d)(i)) on any date shall be deemed to be the average
      of the  daily closing  prices per  share of  such Security  for the  30
      consecutive  Trading  Days  (as  such  term  is  hereinafter   defined)
      immediately prior to such date, and  for purposes of computations  made
      pursuant to Section  11(a)(iii) hereof, the  "current per share  market
      price" of a Security on any date shall  be deemed to be the average  of
      the daily  closing  prices  per  share of  such  Security  for  the  10
      consecutive Trading  Days immediately  following such  date;  provided,
      however, that in the event that  the current per share market price  of
      the Security is determined during  a period following the  announcement
      by the issuer  of such Security  of (A) a  dividend or distribution  on
      such  Security  payable  in  shares  of  such  Security  or  securities
      convertible into shares of  such Security (other  than the Rights),  or
      (B) any subdivision, combination or reclassification of such  Security,
      and the  ex-dividend date  for such  dividend or  distribution, or  the
      record date  for  such subdivision,  combination  or  reclassification,
      shall not have occurred prior to  the commencement of the requisite  30
      Trading Day or 10 Trading Day period, as set forth above, then, and  in
      each  such  case,  the  "current  per  share  market  price"  shall  be
      appropriately adjusted to  reflect the current  market price per  share
      equivalent of such Security.  The  closing price for each day shall  be
      the last sale price, regular way, or, in case no such sale takes  place
      on such day, the average of  the closing bid and asked prices,  regular
      way,  in  either  case  as  reported  in  the  principal   consolidated
      transaction reporting  system  with  respect to  securities  listed  or
      admitted to trading on the New York Stock Exchange or, if the  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 the Security is listed or admitted to trading or,  if
      the 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 by the National Association of Securities  Dealers,
      Inc. Automated Quotations System ("NASDAQ")  or such other system  then
      in use, or, if on any such date the Security is not quoted by any  such
      organization, the  average  of the  closing  bid and  asked  prices  as
      furnished by  a  professional  market maker  making  a  market  in  the
      Security selected by the Board of  Directors of the Company.  The  term
      "Trading Day"  shall  mean  a  day  on  which  the  principal  national
      securities exchange  on which  the Security  is listed  or admitted  to
      trading is open for the transaction of business or, if the Security  is
      not listed or admitted to trading on any national securities  exchange,
      a Business Day.

           (ii) For the purpose  of any computation  hereunder, the  "current
      per share market price" of the Preferred Shares shall be determined  in
      accordance with the method  set forth in Section  11(d)(i) hereof.   If
      the Preferred Shares are  not publicly traded,  the "current per  share
      market price" of the Preferred Shares  shall be conclusively deemed  to
      be the  current  per  share  market price  of  the  Common  Shares,  as
      determined pursuant to Section 11(d)(i) hereof (appropriately  adjusted
      to reflect  any  stock split,  stock  dividend or  similar  transaction
      occurring after  the  date hereof),  multiplied  by 100  (the  "Formula
      Number"); provided, however, that if at any time after the Record  Date
      the Company shall (A) declare or pay any dividend on the Common  Shares
      payable in Common Shares or make any distribution on the Common  Shares
      in Common Shares,  (B) subdivide (by  a stock split  or otherwise)  the
      outstanding Common Shares into a larger number of Common Shares or  (C)
      combine (by reverse  stock split or  otherwise) the outstanding  Common
      Shares into a smaller number of  Common Shares, then in each event  the
      Formula Number shall be adjusted to a number determined by  multiplying
      the Formula  Number in  effect immediately  prior to  such event  by  a
      fraction, the numerator of  which is the number  of Common Shares  that
      are outstanding immediately  after such  event and  the denominator  of
      which is the number of Common  Shares that are outstanding  immediately
      prior to  such event  (and rounding  the result  to the  nearest  whole
      number); and provided  further, that if  at any time  after the  Record
      Date the  Company shall  issue any  shares of  its stock  in a  merger,
      reclassification, or change of the  outstanding Common Shares, then  in
      each such event the Formula Number  shall be appropriately adjusted  to
      reflect such merger, reclassification or change so that each  Preferred
      Share continues to be  the economic equivalent of  a Formula Number  of
      Common Shares prior  to such merger,  reclassification or  change.   If
      neither the Common Shares nor the Preferred Shares are publicly held or
      so listed or traded,  "current per share market  price" shall mean  the
      fair value  per share  as determined  in  good faith  by the  Board  of
      Directors of the Company, whose determination  shall be described in  a
      statement filed with the Rights Agent.

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

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

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

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

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

      (k)  Before taking any action that  would cause an adjustment  reducing
 the Purchase Price below one one-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  which may,  in the  opinion of  its counsel,  be
 necessary in order that the Company may validly and legally issue fully paid
 and nonassessable Preferred Shares at such adjusted Purchase Price.

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

      (m)  Anything in this Section 11  to the contrary notwithstanding,  the
 Company shall be entitled to make such reductions in the Purchase Price,  in
 addition to those adjustments expressly required by this Section 11, as  and
 to the extent that it 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, (iii) issuance wholly for cash of Preferred Shares  or
 securities which 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
 hereinabove in Section 11(b),  hereafter made by the  Company to holders  of
 its Preferred Shares, shall not be taxable to such shareholders.

      (n)  Anything in this Agreement to the contrary notwithstanding, in the
 event that at any  time after the date  of this Agreement  and prior to  the
 Distribution Date the Company shall (i)  declare or pay any dividend on  the
 Common Shares  payable  in  Common Shares  or  (ii)  effect  a  subdivision,
 combination or consolidation  of the Common  Shares (by reclassification  or
 otherwise than by payment of dividends  in Common Shares) into a greater  or
 lesser number of Common Shares, then in any such case (A) the number of  one
 one-hundredths of a Preferred Share purchasable after such event upon proper
 exercise of each Right shall be determined by multiplying the number of  one
 one-hundredths of a Preferred Share so purchasable immediately prior to such
 event by a fraction, the numerator of  which is the number of Common  Shares
 outstanding immediately before such  event and the  denominator of which  is
 the number of Common  Shares outstanding immediately  after such event,  and
 (B) each Common Share  outstanding immediately after  such event shall  have
 issued with respect  to it  that number of  Rights which  each Common  Share
 outstanding  immediately  prior to such event had issued with respect to it.
 The  adjustments  provided  for  in  this   Section  11(n)  shall  be   made
 successively whenever  such  a  dividend  is declared  or  paid  or  such  a
 subdivision, combination or consolidation is effected.

      Section 12.    Certificate of Adjustment.   Whenever  an adjustment  is
 made as provided in Section 11 or 13 hereof, the Company shall (a)  promptly
 prepare a certificate setting forth such adjustment and a brief statement of
 the facts accounting for such adjustment, (b) promptly file with the  Rights
 Agent and with each  transfer agent for the  Common Shares or the  Preferred
 Shares a copy of such  certificate and (c) mail  a brief summary thereof  to
 each holder of a Right Certificate in accordance with Section 26 hereof.

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

      (a)  In the event  that, directly or  indirectly, at any  time after  a
 Person has become  an Acquiring Person,  (i) the  Company shall  consolidate
 with, or  merge with  and into,  any  other Person,  (ii) any  Person  shall
 consolidate with the  Company, or merge  with and into  the Company and  the
 Company shall be the continuing or surviving corporation of such merger and,
 in connection with such merger,  all or part of  the Common Shares shall  be
 changed into or exchanged for capital stock or other securities of any other
 Person (or the Company) or cash or any other property, or (iii) the  Company
 shall sell or otherwise transfer (or  one or more of its Subsidiaries  shall
 sell or otherwise transfer), in one or more transactions, assets or  earning
 power aggregating 50% or more of the assets or earning power of the  Company
 and its Subsidiaries (taken as a whole)  to any other Person other than  the
 Company or one  or more  of its  wholly-owned Subsidiaries  (any such  event
 described in clauses (i), (ii) or (iii) being referred to herein as a "Flip-
 Over Event"), then, and in each such case, proper provision shall be made so
 that (A) each holder of a Right (except as otherwise provided herein)  shall
 thereafter have the right to receive,  upon the exercise thereof at a  price
 equal to the  then current Purchase  Price multiplied by  the number of  one
 one-hundredths of a Preferred Share for  which a Right is then  exercisable,
 in accordance with  the terms  of this Agreement  and in  lieu of  Preferred
 Shares,  such  number  of  validly   authorized  and  issued,  fully   paid,
 nonassessable and freely tradable Common Shares  of the Principal Party  (as
 such term is hereinafter defined), free and clear of liens, encumbrances  or
 other adverse  claims, as  shall equal  the result  obtained by  multiplying
 (1)the then current Purchase Price by the number of one one-hundredths of  a
 Preferred Share for which  a Right is exercisable  immediately prior to  the
 first occurrence of a Flip-Over Event  (or, if a Flip-In Event has  occurred
 prior to the first occurrence of  a Flip-Over Event, multiplying the  number
 of such one  one-hundredths of  a share for  which a  Right was  exercisable
 immediately prior to the first occurrence of a Flip-In Event by the Purchase
 Price in effect immediately  prior to such  first occurrence), and  dividing
 that product (which, following  the first occurrence  of a Flip-Over  Event,
 shall be referred  to as the  "Purchase Price" for  each Right  and for  all
 purposes of this Agreement) by (2) 50% of the then current per share  market
 price of the Common Shares of  such Principal Party (determined pursuant  to
 Section 11(d) hereof)  on the date  of consummation  of such  consolidation,
 merger, sale  or transfer;  (B) such  Principal  Party shall  thereafter  be
 liable for, and shall assume, by virtue of such consolidation, merger,  sale
 or transfer, all the obligations and duties of the Company pursuant to  this
 Agreement; (C) the  term "Company" shall  thereafter be deemed  to refer  to
 such Principal Party, it being specifically intended that the provisions  of
 Section 11 hereof  shall apply only  to such Principal  Party following  the
 first occurrence of a Flip-Over Event;  (D) such Principal Party 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  assure that  the
 provisions hereof shall  thereafter be applicable,  as nearly as  reasonably
 may be, in  relation to the  Common Shares thereafter  deliverable upon  the
 exercise of the Rights; and (E)  the provisions of Section 11(a)(ii)  hereof
 shall be of no effect following the first occurrence of any Flip-Over Event.
 The  Company shall not  consummate any such  consolidation, merger, sale  or
 transfer unless prior  thereto the Company  and such  Principal Party  shall
 have executed and delivered to the Rights Agent a supplemental agreement  so
 providing.  The  Company shall not  enter into any  transaction of the  kind
 referred to in this Section 13 if at the time of such transaction there  are
 any  rights,  warrants,  instruments   or  securities  outstanding  or   any
 agreements or arrangements which,  as a result of  the consummation of  such
 transaction, would eliminate or substantially diminish the benefits intended
 to be afforded  by the  Rights.   The provisions  of this  Section 13  shall
 similarly apply to successive  mergers or consolidations  or sales or  other
 transfers.

      (b)  "Principal Party" shall mean

           (i)  in the case  of any transaction  described in  clause (i)  or
      (ii) of the first sentence of Section 13(a) hereof, the Person that  is
      the issuer of any  securities into which Common  Shares of the  Company
      are converted in such transaction, or if there is more than one issuer,
      the issuer of Common Shares with  the greatest aggregate market  value,
      and if no securities are so issued, the Person that is the other  party
      to such transaction,  or if  there is more  than one  such Person,  the
      Person having Common Shares with  the greatest aggregate market  value;
      and

           (ii) in the case of any transaction  described in clause (iii)  of
      the first sentence  of Section  13(a) hereof,  the Person  that is  the
      party receiving the  greatest portion of  the assets  or earning  power
      transferred pursuant to  such transaction or  transactions;   provided,
      however, that in any such case, (A) if the Common Shares of such Person
      are not at such time and have not been continuously over the  preceding
      twelve-month period registered  under Section 12  of the Exchange  Act,
      and such Person is a direct or indirect Subsidiary of any other  Person
      the Common Shares of which are and have been so registered,  "Principal
      Party" shall refer to such other Person; and (B) in case such Person is
      a Subsidiary,  directly or  indirectly, of  more than  one Person,  the
      Common Shares of two or more of which are and have been so  registered,
      "Principal Party"  shall refer  to whichever  of  such Persons  is  the
      issuer of the Common Shares having the greatest aggregate market value.

      Section 14.    Fractional Rights and Fractional Shares.

      (a)  The Company may, but shall not be required to, issue fractions  of
 Rights  or distribute Right Certificates  which  evidence fractional Rights.
 In lieu of  such fractional Rights,  the Company may  pay to the  registered
 holders of  the Right  Certificates with  regard  to which  such  fractional
 Rights would  otherwise be  issuable an  amount in  cash equal  to the  same
 fraction of the current market value of a whole Right.  For purposes of this
 Section 14(a),  the current  market value  of  a whole  Right shall  be  the
 closing price of  the Rights for  the Trading Day  immediately prior to  the
 date on which such  fractional Rights would have  been  otherwise  issuable.
 The closing price for any day shall be the last sale price, regular way, or,
 in case no such sale takes place on such day, the average of the closing bid
 and asked prices, regular way, in  either case as reported in the  principal
 consolidated transaction reporting system with respect to securities  listed
 or admitted to trading on the New York Stock Exchange or, if the Rights  are
 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  or admitted  to  trading  on  the  principal
 national securities exchange on which the  Rights are listed or admitted  to
 trading or, if  the Rights  are not  listed or  admitted to  trading on  any
 national securities exchange, the  last quoted price or,  if not so  quoted,
 the average of  the high bid  and low asked  prices in the  over-the-counter
 market, as reported by NASDAQ or such other system then in use or, if on any
 such date the Rights are not quoted by any such organization, the average of
 the closing bid and asked prices as furnished by a professional market maker
 making a market  in the Rights  selected by the  Board of  Directors of  the
 Company.  If on any such date no such market maker is making a market in the
 Rights, the fair  value of the  Rights on such  date as  determined in  good
 faith by the Board of Directors of the Company shall be used.

      (b)  The Company may, but shall not be required to, issue fractions  of
 Preferred Shares  upon exercise  of the  Rights or  distribute  certificates
 which evidence fractional Preferred Shares.  In lieu of fractional Preferred
 Shares, the Company  may elect to  (i) utilize a  depository arrangement  or
 (ii) in the case  of a fraction of  a Preferred Share  (other than one  one-
 hundredth of a Preferred Share or any integral multiple thereof), pay to the
 registered holders  of  Right  Certificates at  the  time  such  Rights  are
 exercised as herein provided an amount in cash equal to the same fraction of
 the current market value of a whole Preferred Share, if any are  outstanding
 and publicly traded (or the Formula Number then in effect times the  current
 market value  of  a whole  Common  Share if  the  Preferred Shares  are  not
 outstanding and publicly traded).  For  purposes of this Section 14(b),  the
 current market value  of a Preferred  Share (or Common  Share) shall be  the
 closing price of a Preferred Share (or Common Share) (as determined pursuant
 to the  second sentence  of Section  11(d)(i) hereof)  for the  Trading  Day
 immediately prior to  the date  of such exercise.   If,  as a  result of  an
 adjustment made  pursuant to  Section 11  hereof, the  holder of  any  Right
 thereafter exercised shall become entitled  to receive any securities  other
 than Preferred Shares, the provisions of this Section 14(b) shall apply,  as
 nearly as reasonably may be, on like terms to such other securities.

      (c)  The holder of  a Right by  the acceptance of  the Right  expressly
 waives his right to receive any  fractional Rights or any fractional  shares
 upon exercise or exchange of a Right except as provided in this Section 14.

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

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

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

      (b)  after the  Distribution  Date,  the  Right  Certificates  will  be
 transferable, subject to Section 7(e) hereof, only 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;

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

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

      Section 17.    Right Certificate Holder Not  Deemed a Shareholder.   No
 holder, as  such, of  any Right  Certificate shall  be entitled  to vote  or
 receive dividends or be deemed, for any purpose, the holder of the Preferred
 Shares or any  other securities  of the  Company which  may at  any time  be
 issuable on  the  exercise of  the  Rights represented  thereby,  nor  shall
 anything contained herein or in any Right Certificate be construed to confer
 upon the holder of any Right  Certificate, as such, any  of the rights of  a
 shareholder of the Company, including, without limitation, any right to vote
 for the  election  of  directors  or upon  any  other  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  Section 25  hereof), or  to
 receive  dividends  or  other  distributions  or  subscription  rights,   or
 otherwise, until the  Right or Rights  evidenced by  such Right  Certificate
 shall have been exercised in accordance with the provisions hereof.

      Section 18.    Concerning the Rights Agent.

      (a)  The  Company  agrees  to  pay  to  the  Rights  Agent   reasonable
 compensation for all  services rendered by  it hereunder and,  from time  to
 time, on demand  of the Rights  Agent, its reasonable  expenses and  counsel
 fees and other disbursements incurred in the administration and execution of
 this Agreement and the exercise and performance of its duties hereunder.

      (b)  The Company also agrees to indemnify the Rights Agent for, and  to
 hold it harmless against, any loss,  liability or expense, incurred  without
 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 in the premises.   This
 indemnity shall survive the termination of this Agreement and expiration  of
 the Rights issued hereunder.

      (c)  The Rights Agent shall be protected  and shall incur no  liability
 for, or  in respect  of any  action  taken, suffered  or  omitted by  it  in
 connection with, its administration of this  Agreement in reliance upon  any
 Right Certificate or certificate for the  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 of counsel as set forth in Section 20 hereof.

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

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

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

      Section 20.    Duties of Rights Agent.  The Rights Agent undertakes the
 duties and obligations imposed  by this Agreement  upon the following  terms
 and conditions,  by  all of  which  the Company  and  the holders  of  Right
 Certificates (or, prior to the Distribution Date, of the Common Shares),  by
 their acceptance thereof, shall be bound:

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

      (b)  Whenever in the performance of its duties under this Agreement the
 Rights Agent shall deem it necessary or desirable that any fact or matter be
 proved or established by the Company prior to taking or suffering any action
 hereunder, such fact or matter (unless other evidence in respect thereof  be
 herein specifically prescribed) may be deemed to be conclusively proved  and
 established by a certificate signed by any one of the Chairman of the Board,
 the  Chief  Executive  Officer,  the  President,  any  Vice  President,  the
 Treasurer or the Secretary of the Company and delivered to the Rights Agent;
 and such certificate shall be full authorization 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 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 execution hereof by the  Rights Agent) or in respect of  the
 validity or execution of any Right Certificate (except its  countersignature
 thereof); nor shall it be responsible for  any breach by the Company of  any
 covenant  or  condition  contained  in  this  Agreement  or  in  any   Right
 Certificate;  nor  shall   it  be  responsible   for  any   change  in   the
 exercisability of the Rights  (including the Rights  becoming null and  void
 and nontransferable pursuant to  Section 7(e) hereof)  or any adjustment  in
 the terms of  the Rights (including  the manner, method  or amount  thereof)
 provided for in Section 3, 11, 13, 23  or 24 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  evidenced  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 to be issued pursuant to this Agreement or
 any Right Certificate or as to whether any Preferred Shares or Common Shares
 will, when  so issued,  be validly  authorized and  issued, fully  paid  and
 nonassessable.

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

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

      (h)  The  Rights  Agent  and  any  stockholder,  director,  officer  or
 employee of the Rights Agent may buy, sell or  deal in any of the Rights  or
 other securities  of the  Company or  become pecuniarily  interested in  any
 transaction in which the Company may be interested, or 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 in this Agreement  shall
 preclude the Rights Agent from acting in any other capacity for the  Company
 or for any other legal entity.

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

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

      Section 22.    Issuance  of  New  Right  Certificates  and   Additional
 Rights.  Notwithstanding any of the  provisions of this Agreement or of  the
 Rights to the  contrary, the  Company may, at  its option,  issue new  Right
 Certificates evidencing Rights in such form as may be approved by its  Board
 of Directors to reflect any adjustment or change made in accordance with the
 provisions of this Agreement.  In addition, in connection with the  issuance
 or sale of Common  Shares following the Distribution  Date and prior to  the
 earlier of the Redemption  Date and the Final  Expiration Date, the  Company
 (i) shall, with respect to Common Shares  so issued or sold pursuant to  the
 exercise of stock options or under any employee plan or arrangement, or upon
 the exercise,  conversion or  exchange of  securities, notes  or  debentures
 issued by the Company, and (ii) may, in any other case, if deemed  necessary
 or appropriate  by  the Board  of  Directors  of the  Company,  issue  Right
 Certificates representing  the appropriate  number of  Rights in  connection
 with  such  issuance  or  sale;  provided,  however,  that  no  such   Right
 Certificate shall be issued if, and to the extent that, the Company shall be
 advised by counsel  that such issuance  would create a  significant risk  of
 material adverse tax consequences to the Company or the Person to whom  such
 Right Certificate would be  issued, and no such  Right Certificate shall  be
 issued if, and to  the extent that,  appropriate adjustment shall  otherwise
 have been made in lieu of the issuance thereof.

      Section 23.    Redemption.

      (a)  The Board of Directors of the  Company may, at its option, at  any
 time prior to  the earlier of  (i) the close  of business on  the tenth  day
 following the Shares Acquisition  Date (or, if  the Shares Acquisition  Date
 shall have occurred prior to the Record  Date, the close of business on  the
 tenth day following  the Record Date)  and (ii) the  Final Expiration  Date,
 redeem all but not less than all the then outstanding Rights at a redemption
 price of $.001 per Right, appropriately adjusted to reflect any stock split,
 stock dividend or similar transaction occurring after the date hereof  (such
 redemption  price  being hereinafter referred to as the "Redemption Price").
 The redemption of the Rights by the Board of Directors of the Company may be
 made effective at such time, on such  basis and with such conditions as  the
 Board of Directors of the Company in its sole discretion may establish.

      (b)  Immediately upon  the action  of the  Board  of Directors  of  the
 Company ordering the redemption of the  Rights pursuant to paragraph (a)  of
 this Section 23, and without any further action and without any notice,  the
 right to exercise the Rights will terminate and the only right thereafter of
 the holders of Rights shall be to receive the Redemption Price.  Within  ten
 (10) Business Days after the action of the Board of Directors of the Company
 ordering the redemption of the Rights, the Company shall give notice of such
 redemption to the  holders of the  then outstanding Rights  by mailing  such
 notice to all such holders at their  last addresses as they appear upon  the
 registry books of the  Rights Agent or, prior  to the Distribution Date,  on
 the registry books of the transfer agent  for the Common Shares.  Each  such
 notice of  redemption  shall  state  the method  by  which  payment  of  the
 Redemption Price will be made.  The  notice, if mailed in the manner  herein
 provided, shall be conclusively presumed to have been duly given, whether or
 not the holder of Rights receives such notice.  In any case, failure to give
 such notice by mail, or any defect  in the notice, to any particular  holder
 of Rights shall  not affect the  sufficiency of notice  to other holders  of
 Rights.  Neither  the Company nor  any of its  Affiliates or Associates  may
 redeem, acquire or purchase for value any  Rights at any time in any  manner
 other than that specifically set forth in  this Section 23 or in Section  24
 hereof, and other  than in  connection with  the purchase  of Common  Shares
 prior to the Distribution Date.

      Section 24.    Exchange.

      (a)  The Board of Directors of the  Company may, at its option, at  any
 time after any Person becomes an Acquiring Person, mandatorily exchange  all
 or part of  the then  outstanding and  exercisable Rights  (which shall  not
 include Rights  that shall  have become  null and  void and  nontransferable
 pursuant to the provisions of Section  7(e) hereof) for Common Shares at  an
 exchange ratio  of one  Common Share  per Right,  appropriately adjusted  to
 reflect any stock  split, stock  dividend or  similar transaction  occurring
 after the date hereof (such exchange ratio being hereinafter referred to  as
 the  "Exchange  Ratio").    Notwithstanding  the  foregoing,  the  Board  of
 Directors of the Company shall not  be empowered to effect such exchange  at
 any time after  any Person (other  than the Company,  any Subsidiary of  the
 Company, any employee benefit plan of the Company or any such Subsidiary, or
 any entity holding Common Shares of the Company for or pursuant to the terms
 of any  such plan),  together with  all Affiliates  and Associates  of  such
 Person, becomes the  Beneficial Owner of  50% or more  of the Common  Shares
 then outstanding.

      (b)  Immediately upon  the action  of the  Board  of Directors  of  the
 Company ordering the  exchange of any  Rights pursuant to  paragraph (a)  of
 this Section 24, and without any further action and without any notice,  the
 right to exercise such Rights shall terminate and the only right  thereafter
 of a holder of such Rights shall be to receive that number of Common  Shares
 equal to the number  of such Rights  held by such  holder multiplied by  the
 Exchange Ratio.  The Company shall  promptly give public notice of any  such
 exchange; provided, however,  that the failure  to give, or  any defect  in,
 such notice shall  not affect the  validity of such  exchange.  The  Company
 promptly shall mail a notice of any such exchange to all the holders of such
 Rights at their last addresses as they appear upon the registry books of the
 Rights Agent.   Any notice  which is mailed  in the  manner herein  provided
 shall be deemed given, whether or not the holder receives the notice.   Each
 such notice of exchange shall state the method by which the exchange of  the
 Common Shares for Rights will be effected  and, in the event of any  partial
 exchange, the  number  of Rights  which  will  be exchanged.    Any  partial
 exchange shall be  effected pro rata  based on the  number of Rights  (other
 than Rights which have become null and void and nontransferable pursuant  to
 the provisions of Section 7(e) hereof) held by each holder of Rights.

      (c)  In any exchange pursuant to this  Section 24, the Company, at  its
 option, may substitute Preferred Shares (or equivalent preferred shares) for
 Common Shares  exchangeable for  Rights, at  the initial  rate of  one  one-
 hundredth of  a Preferred  Share (or  equivalent preferred  share) for  each
 Common Share, as appropriately adjusted to reflect adjustments in the voting
 rights of the Preferred  Shares pursuant to the  terms thereof, so that  the
 fraction of a Preferred Share delivered  in lieu of each Common Share  shall
 have the same voting rights as one Common Share.

      (d)  In the event that the number of Common Shares or Preferred  Shares
 which are issued  but not  outstanding or  authorized but  unissued are  not
 sufficient to permit any  exchange of Rights  as contemplated in  accordance
 with this Section 24, the Company may,  at its option, take all such  action
 as may  be necessary  to authorize  additional  Common Shares  or  Preferred
 Shares.

      (e)  The Company may, but shall not be required to, issue fractions  of
 Common Shares  upon  exchange of  Rights  pursuant  to this  Section  24  or
 distribute certificates which evidence fractional Common Shares.  In lieu of
 such fractional Common Shares, the Company may pay to the registered holders
 of the Right Certificates with regard to which such fractional Common Shares
 would otherwise be issuable an amount in cash equal to the same fraction  of
 the current  market  value of  a  whole Common  Share  for the  Trading  Day
 immediately prior to the date of exchange pursuant to this Section 24.   For
 purposes of this paragraph (e), the  current market value of a whole  Common
 Share shall be the closing price  of a Common Share (as determined  pursuant
 to the second sentence of Section 11(d)(i) hereof).

      Section 25.    Notice of Certain Events.

      (a)  In case the Company shall propose (i) to pay any dividend  payable
 in capital stock of any class to the  holders of its Preferred Shares or  to
 make any other distribution  to the holders of  its Preferred Shares  (other
 than a regular quarterly cash dividend), (ii) to offer to the holders of its
 Preferred Shares rights  or warrants  to subscribe  for or  to purchase  any
 additional Preferred Shares or shares of  capital stock of any class or  any
 other securities, rights or options, (iii) to effect any reclassification of
 its Preferred  Shares  (other than  a  reclassification involving  only  the
 subdivision  of   outstanding  Preferred   Shares),  (iv)   to  effect   any
 consolidation or  merger  into or  with,  or to  effect  any sale  or  other
 transfer (or to permit one or more of its Subsidiaries to effect any sale or
 other transfer), in one or more transactions,  of 50% or more of the  assets
 or earning power of the Company and its Subsidiaries (taken as a whole)  to,
 any other Person, (v) to effect  the liquidation, dissolution or winding  up
 of the Company, or (vi) to declare or pay any dividend on the Common  Shares
 payable in  Common  Shares  or  to  effect  a  subdivision,  combination  or
 consolidation of the Common Shares (by reclassification or otherwise than by
 payment of dividends in Common Shares), then, 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, which shall specify the  record
 date for the purposes  of such stock dividend  or distribution of rights  or
 warrants, or the date on which such reclassification, consolidation, merger,
 sale, transfer, liquidation, dissolution, or winding up is to take place and
 the date of participation therein by the holders of the Common Shares and/or
 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 ten (10) days prior to the record date for determining holders of  the
 Preferred Shares for purposes of  such action, and in  the case of any  such
 other action, at least ten (10) days prior to the date of the taking of such
 proposed action or the date of  participation therein by the holders of  the
 Common Shares and/or Preferred Shares, whichever shall be the earlier.

      (b)  In case a  Flip-In Event shall  occur, then the  Company shall  as
 soon as practicable thereafter  give to each holder  of a Right  Certificate
 (or, prior to the Distribution Date,  of Common Shares), in accordance  with
 Section 26 hereof, a  notice of the occurrence  of such event, which  notice
 shall describe such event and the  consequences of such event to holders  of
 Rights under Section 11(a)(ii) 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:

           Carrington Laboratories, Inc.
           2001 Walnut Hill Lane
           Irving, Texas  75038
           Attention:  Corporate Secretary

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

           American Stock Transfer & Trust Company
           6201 15th Avenue, 3rd Floor
           Brooklyn, New York  11219
           Attention:  Donna Ansbro

 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.   At any  time prior to  the
 Distribution Date and subject to the  last sentence of this Section 27,  the
 Company may by action of its Board of Directors, and the Rights Agent  shall
 if the  Company  so directs,  supplement  or  amend any  provision  of  this
 Agreement  (including,  without   limitation,  the  date   upon  which   the
 Distribution Date  shall occur,  the time  during which  the Rights  may  be
 redeemed pursuant  to  Section 23  or  any  provision of  the  Statement  of
 Resolution) in any manner without the approval of any holder of the  Rights.
 From  and after  the Distribution Date  and subject to  applicable law,  the
 Company may by action of its Board of Directors, and the Rights Agent  shall
 if the  Company so  directs, from  time  to time  supplement or  amend  this
 Agreement without the approval of any holders of Right Certificates in order
 (i) to  cure  any  ambiguity  or to  correct  or  supplement  any  provision
 contained in this Agreement which may be defective or inconsistent with  any
 other provision of this  Agreement or (ii) to  make any other provisions  in
 regard to matters or questions arising hereunder which the Company may  deem
 necessary or desirable and which shall not adversely affect the interests of
 the holders of  the Rights or  Right Certificates (other  than an  Acquiring
 Person or  any  Affiliate  or  Associate  of  an  Acquiring  Person).    Any
 supplement or  amendment adopted  during any  period  after any  Person  has
 become an Acquiring Person but prior to the Distribution Date shall be  null
 and void unless such supplement or  amendment could have been adopted  under
 the prior sentence from and after  the Distribution Date.  Without  limiting
 the foregoing, the Company  may at any time  prior to the Distribution  Date
 amend this Agreement to lower the thresholds set forth in the definition  of
 Acquiring Person in Section 1 hereof and in Section 3(b) hereof to not  less
 than the greater of (i) the sum of 0.001% and the largest percentage of  the
 outstanding Common Shares then known by the Company to be beneficially owned
 by any Person (other  than the Company, any  Subsidiary of the Company,  any
 employee benefit plan of  the Company or any  Subsidiary of the Company,  or
 any entity holding Common Shares of the Company for or pursuant to the terms
 of any such plan) and (ii) 10%.  Upon the delivery of a certificate from  an
 appropriate officer of the Company which states that the proposed supplement
 or amendment is in compliance with the terms of this Section 27, the  Rights
 Agent shall execute  such supplement or  amendment; provided, however,  that
 the Rights Agent may,  but shall not  be obligated to,  enter into any  such
 supplement or amendment which affects its  own rights, duties or  immunities
 under this Agreement.  Prior to the Distribution Date, the interests of  the
 holders of  Rights shall  be deemed  coincident with  the interests  of  the
 holders of the Common Shares of  the Company.  In addition,  notwithstanding
 anything to  the contrary  contained in  this  Agreement, no  supplement  or
 amendment to this Agreement shall be  made which (i) reduces the  Redemption
 Price with respect  to any  redemption of Rights  that occurs  prior to  the
 Final  Expiration  Date  (except   as  required  hereunder  by   appropriate
 adjustment to reflect any stock split, stock dividend or similar transaction
 occurring after the  date of this  Agreement) or (ii)  provides for a  Final
 Expiration Date that is earlier than October 15, 2011.

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

      Section 29.    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 (and, prior  to
 the Distribution Date, of the Common  Shares) any legal or equitable  right,
 remedy or claim under  this Agreement; but this  Agreement shall be for  the
 sole and  exclusive  benefit  of  the Company,  the  Rights  Agent  and  the
 registered holders of the Right Certificates (and, prior to the Distribution
 Date, of the Common Shares).

      Section 30.    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 31.    Governing  Law.     THIS   AGREEMENT  AND   EACH   RIGHT
 CERTIFICATE ISSUED HEREUNDER  SHALL BE DEEMED  TO BE A  CONTRACT MADE  UNDER
 LAWS OF THE STATE  OF TEXAS AND FOR  ALL PURPOSES SHALL  BE GOVERNED BY  AND
 CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO  CONTRACTS
 TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

      Section 32.    Counterparts.   This Agreement  may be  executed in  any
 number of counterparts, each of which shall for all purposes be deemed to be
 an original, and all such counterparts shall together constitute but one and
 the same instrument.

      Section 33.    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 of this Agreement.

<PAGE>

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

                               CARRINGTON LABORATORIES, INC.
 Attest:



                               By:
 ---------------------         -------------------------------------
 Robert W. Schnitzius,         Carlton E. Turner, Ph.D., D. Sc.
 Secretary                     President and Chief Executive Officer



                               AMERICAN STOCK TRANSFER &
                               TRUST COMPANY
 Attest:


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


<PAGE>


                                                         EXHIBIT A

                           STATEMENT OF RESOLUTION

                         ESTABLISHING AND DESIGNATING

                           SERIES D PREFERRED STOCK

                                      of

                        CARRINGTON LABORATORIES, INC.



 To the Secretary of State
    of the State of Texas:

      Pursuant to  the  provisions of  Article  2.13 of  the  Texas  Business
 Corporation  Act,  and  pursuant  to  Article   Four  of  its  Articles   of
 Incorporation, the undersigned, Carrington Laboratories, Inc., a corporation
 organized and existing under the Texas Business Corporation Act, as  amended
 (the "Company"), hereby submits the following  statement for the purpose  of
 establishing and  designating 300,000  shares of  its Preferred  Stock,  par
 value $100 per share, as "Series D Preferred Stock" (the "Series D  Shares")
 and fixing and determining the relative rights thereof:

      1.   The name of the corporation is Carrington Laboratories, Inc.

      2.   Attached hereto  as Annex  I is  a true  and correct  copy of  the
           resolution establishing and  designating the Series  D Shares  and
           fixing  and  determining  the  relative  rights  and   preferences
           thereof.

      3.   Such resolution was duly adopted by the Board of Directors of  the
           Company on September 19, 1991.


      Dated:    September 19, 1991.

                               CARRINGTON LABORATORIES, INC.


                               By:________________________________
                                 Dennis F. Willson,
                                 Executive Vice President
                                 and Secretary

<PAGE>

                                                             Annex I


                     RESOLUTION OF THE BOARD OF DIRECTORS
                       OF CARRINGTON LABORATORIES, INC.


      RESOLVED, that  pursuant  to  the authority  vested  in  the  Board  of
 Directors of the Company  in accordance with provisions  of its Articles  of
 Incorporation, (a) the Board of Directors does hereby create, authorize  and
 provide for the issuance, upon  the exercise of the  Rights, of a series  of
 Preferred Stock of the Company to  be designated "Series D Preferred  Stock"
 (hereinafter referred  to  as the  "Series  D Preferred  Stock"),  initially
 consisting of  300,000 shares,  and (b)  the Board  of Directors  does  also
 hereby (to the  extent that the  designations, preferences, limitations  and
 relative rights (collectively, the "Terms") of the Series D Preferred  Stock
 are not stated  and expressed in  the Articles of  Incorporation and to  the
 extent that  if  such Terms  are  stated or  expressed  in the  Articles  of
 Incorporation  but  the  Articles  of  Incorporation  permit  the  Board  of
 Directors to  otherwise  fix  and  state such  Terms)  fix  and  state  such
 designations, preferences,  limitations  and  relative  rights  thereof,  as
 follows:

      Section 1.  Designation and Amount.  The shares of such series shall be
 designated as "Series  D Preferred  Stock", par  value $100  per share  (the
 "Series D  Preferred Stock"),  and the  number  of shares  constituting  the
 Series D Preferred Stock shall be  300,000.  Notwithstanding the  provisions
 of Section 9 hereof, such number of shares may be increased or decreased  by
 resolution of  the Board  of Directors;  provided,  that no  decrease  shall
 reduce the number of  shares of Series  D Preferred Stock  to a number  less
 than the  number  of shares  then  outstanding  plus the  number  of  shares
 reserved for issuance upon  the exercise of  outstanding options, rights  or
 warrants or upon the conversion of any outstanding securities issued by  the
 Company convertible into Series D Preferred Stock.

      Section 2.  Dividends.  Subject to the prior and superior rights of the
 holders of any  shares of any  series of Preferred  Stock ranking prior  and
 superior to  the  shares  of  Series  D  Preferred  Stock  with  respect  to
 dividends, the holders  of Series  D Preferred  Stock shall  be entitled  to
 receive, when, as and if  declared by the Board  of Directors, out of  funds
 legally available therefor, dividends payable in cash, stock or otherwise.

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

           (A)  Subject to  the  provision  for  adjustment  hereinafter  set
      forth, each share of Series D Preferred Stock shall entitle the  holder
      thereof to  100  votes  on all  matters  submitted  to a  vote  of  the
      shareholders of the  Company.  In  the event the  Company shall at  any
      time declare or pay any dividend on the Common Stock payable in  shares
      of  Common  Stock,   or  effect   a  subdivision   or  combination   or
      consolidation  of   the  outstanding   shares  of   Common  Stock   (by
      reclassification or otherwise than by payment  of a dividend in  shares
      of Common Stock) into  a greater or lesser  number of shares of  Common
      Stock, then in each such  case the number of  votes per share to  which
      holders of shares of Series D Preferred Stock were entitled immediately
      prior to such event shall be  adjusted by multiplying such number by  a
      fraction, the numerator  of which  is the  number of  shares of  Common
      Stock outstanding immediately after such  event and the denominator  of
      which is the  number of shares  of Common Stock  that were  outstanding
      immediately prior to such event.

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

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

      Section 4.  Reacquired Shares.  Any shares of Series D Preferred  Stock
 purchased or  otherwise acquired  by the  Company in  any manner  whatsoever
 shall be retired and canceled promptly  after the acquisition thereof.   All
 such shares shall  upon their  cancellation become  authorized but  unissued
 shares of Preferred Stock  and may be reissued  as part of  a new series  of
 Preferred Stock, subject to the conditions and restrictions on issuance  set
 forth herein, in the Articles of Incorporation, or in any other Statement of
 Resolution creating a series of Preferred  Stock or any similar stock or  as
 otherwise required by law.

      Section  5.    Liquidation,  Dissolution  or  Winding  Up.    Upon  any
 liquidation, dissolution or winding up of the Company, no distribution shall
 be made (1) to the holders of shares  of stock ranking junior (either as  to
 dividends or upon liquidation,  dissolution or winding up)  to the Series  D
 Preferred Stock unless,  prior thereto, the  holders of shares  of Series  D
 Preferred Stock  shall  have received  $100  per share,  provided  that  the
 holders of shares of Series D  Preferred Stock shall be entitled to  receive
 an aggregate  amount per  share, subject  to  the provision  for  adjustment
 hereinafter set  forth,  equal to  100  times  the aggregate  amount  to  be
 distributed per share to holders  of shares of Common  Stock, or (2) to  the
 holders of shares of stock  ranking on a parity  (either as to dividends  or
 upon liquidation, dissolution  or winding up)  with the  Series D  Preferred
 Stock, except distributions made ratably on the Series D Preferred Stock and
 all such  parity stock  in proportion  to  the total  amounts to  which  the
 holders of all such shares are  entitled upon such liquidation,  dissolution
 or winding up.  In the  event the Company shall at  any time declare or  pay
 any dividend  on the  Common Stock  payable in  shares of  Common Stock,  or
 effect a  subdivision or  combination or  consolidation of  the  outstanding
 shares of Common Stock (by reclassification or otherwise than by payment  of
 a dividend in shares  of Common Stock)  into a greater  or lesser number  of
 shares of Common Stock, then in each such case the aggregate amount to which
 holders of  shares of  Series D  Preferred Stock  were entitled  immediately
 prior to  such  event under  the  proviso in  clause  (1) of  the  preceding
 sentence shall be  adjusted by  multiplying such  amount by  a fraction  the
 numerator of  which is  the number  of shares  of Common  Stock  outstanding
 immediately after such event and the  denominator of which is the number  of
 shares of  Common Stock  that were  outstanding  immediately prior  to  such
 event.

      Section 6.   Consolidation, Merger,  etc.   In case  the Company  shall
 enter into any  consolidation, merger, combination  or other transaction  in
 which the shares  of Common Stock  are exchanged for  or changed into  other
 stock or securities, cash and/or any  other property, then in any such  case
 each share of Series D Preferred Stock  shall at the same time be  similarly
 exchanged or changed into an amount per share, subject to the provision  for
 adjustment hereinafter set forth, equal to 100 times the aggregate amount of
 stock, securities, cash and/or any other property (payable in kind), as  the
 case may be, into which or for which  each share of Common Stock is  changed
 or exchanged.  In the event the Company shall at any time declare or pay any
 dividend on the Common Stock payable in shares of Common Stock, or effect  a
 subdivision or combination  or consolidation  of the  outstanding shares  of
 Common Stock (by reclassification or otherwise than by payment of a dividend
 in shares of  Common Stock) into  a greater or  lesser number  of shares  of
 Common Stock, then in each such case  the amount set forth in the  preceding
 sentence with  respect to  the exchange  or  change of  shares of  Series  D
 Preferred Stock shall be adjusted by multiplying such amount by a  fraction,
 the numerator of which is the  number of shares of Common Stock  outstanding
 immediately after such event and the  denominator of which is the number  of
 shares of  Common Stock  that were  outstanding  immediately prior  to  such
 event.

      Section 7.   No Redemption.   The shares  of Series  D Preferred  Stock
 shall not be redeemable.

      Section 8.  Rank.   The Series D Preferred  Stock shall rank junior  to
 all other series of the Company's Preferred Stock as to payment of dividends
 and the distribution of assets on liquidation or otherwise, unless the terms
 of any such series  shall provide otherwise.   The Series D Preferred  Stock
 shall rank senior to  the Company's Common Stock  as to the distribution  of
 assets on liquidation or otherwise.

      Section 9.  Amendment.   The Articles of  Incorporation of the  Company
 shall not be amended  in any manner which  would materially alter or  change
 the powers, preferences or special rights of the Series D Preferred Stock so
 as to affect them adversely without  the affirmative vote of the holders  of
 at least two-thirds of the outstanding  shares of Series D Preferred  Stock,
 voting together as a single class.

      Section 10.  Fractional Shares.  Series D Preferred Stock may be issued
 in fractions  of  a  share  which  shall  entitle  the  holder  thereof,  in
 proportion to such  holder's fractional shares,  to exercise voting  rights,
 receive dividends, participate in distributions and have the benefit of  all
 of the rights of holders of shares of Series D Preferred Stock.
<PAGE>


                                                                    EXHIBIT B

                         [Form of Right Certificate]

 Certificate No. R-                                            _______ Rights


 NOT EXERCISABLE AFTER OCTOBER 15, 2011, OR EARLIER IF REDEEMED OR  EXCHANGED
 BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND
 TO EXCHANGE, EACH AT THE OPTION  OF THE COMPANY, ON  THE TERMS SET FORTH  IN
 THE RIGHTS AGREEMENT.  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 BY  ANY SUBSEQUENT HOLDER  OF SUCH RIGHTS  ARE
 NULL AND VOID AND NONTRANSFERABLE.

                        CARRINGTON LABORATORIES, INC.

                              Right Certificate


      This certifies that_____________________________________, or registered
 assigns, is the registered  owner of the number  of Rights set forth  above,
 each of which entitles the owner  thereof, subject to the terms,  provisions
 and conditions of  the Amended and  Restated Rights Agreement,  dated as  of
 October 15, 2001 (the "Rights Agreement"), between Carrington  Laboratories,
 Inc., a Texas  corporation (the "Company"),  and American  Stock Transfer  &
 Trust Company,  as rights  agent (the  "Rights  Agent"), unless  the  Rights
 evidenced hereby have been previously redeemed  by the Company, to  purchase
 from the Company at any time after the Distribution Date (as defined in  the
 Rights Agreement) and prior to 5:00 P.M., Dallas, Texas time, on October 15,
 2011 (the "Final Expiration Date"), at the principal office or agency of the
 Rights Agent, or  its successors  as Rights  Agent, one  one-hundredth of  a
 fully paid, nonassessable share of Series D Preferred Stock, par value  $100
 per share, of the Company (the  "Preferred Shares"), at a purchase price  of
 $20.00 per one one-hundredth  of a Preferred  Share (the "Purchase  Price"),
 upon presentation and surrender of this  Right Certificate with the Form  of
 Election to Purchase duly executed.

      The Purchase  Price and  the number  and  kind of  shares that  may  be
 purchased upon exercise of each Right  evidenced by this Right  Certificate,
 as set forth above, are the Purchase Price and the number and kind of shares
 that may be purchased  as of __________,  20__.  As  provided in the  Rights
 Agreement, the Purchase Price and the number and kind of shares that may  be
 purchased  upon  the  exercise  of  each  Right  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 hereby incorporated  herein by  reference and  made a  part hereof,  and
 reference to the Rights Agreement is  hereby made for a full description  of
 the rights,  limitations  of  rights,  obligations,  duties  and  immunities
 hereunder of the  Rights Agent,  the Company and  the holders  of the  Right
 Certificates.  Copies  of the  Rights Agreement are  on file  at the  above-
 mentioned office and agency of the Rights Agent and are also available  from
 the Company upon request.

      If the  Rights evidenced  by this  Right Certificate  are at  any  time
 beneficially owned by an Acquiring Person or an Associate or Affiliate of an
 Acquiring Person (as such terms are  defined in the Rights Agreement),  such
 Rights shall be null and void and nontransferable and the holder of any such
 Right (including any  purported transferee or  subsequent holder) shall  not
 have any right to exercise or transfer any such Right.

      This Right Certificate, with or without other Right Certificates,  upon
 surrender at the principal stock transfer  or corporate trust office of  the
 Rights Agent,  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  and kind  of  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 Right Certificate may be redeemed by the Company at its option at  a
 redemption price (in cash or shares  of Common Stock or other securities  of
 the Company deemed by the Board of Directors  of the Company to be at  least
 equivalent in value)  of $.001  per Right (which  amount may  be subject  to
 adjustment as provided  in the Rights  Agreement) at any  time prior to  the
 earlier of (i) the close  of business on the  tenth day following the  first
 date of public announcement  by the Company or  an Acquiring Person that  an
 Acquiring Person has become such and (ii) the Final Expiration Date.

      The Company may,  but shall not  be required to,  issue fractions of  a
 Preferred Share (other than  one one-hundredth of a  Preferred Share or  any
 integral  multiple  thereof)  or  distribute  certificates  which   evidence
 fractions of a  Preferred Share  upon the exercise  of any  Right or  Rights
 evidenced hereby.   In lieu of  issuing fractional shares,  the Company  may
 elect to  make  a cash  payment  as provided  in  the Rights  Agreement  for
 fractions of a share other than one one-hundredth of a share or any integral
 multiple  thereof  or  to  issue   certificates  or  utilize  a   depository
 arrangement as provided in the Rights Agreement.

      No holder of this Right Certificate, as such, shall be entitled to vote
 or receive  dividends or  be deemed,  for  any purpose,  the holder  of  the
 Preferred Shares or  any other securities  of the Company  which may at  any
 time be issuable on the exercise hereof, nor shall anything contained in the
 Rights Agreement or herein be construed to confer upon the holder hereof, as
 such, any of the rights of a shareholder of the Company, including,  without
 limitation, any right  to vote  for the election  of directors  or upon  any
 other 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 other distributions or  subscription
 rights, or otherwise,  until the  Right or  Rights evidenced  by this  Right
 Certificate shall have  been exercised as  provided in  accordance with  the
 provisions of 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 _____________.


 [CORPORATE SEAL]


 ATTEST:                         CARRINGTON LABORATORIES, INC.



 ______________________________  By:__________________________
 Name:_________________________  Name:________________________
 Title:________________________  Title:_______________________

 Countersigned:

 AMERICAN STOCK TRANSFER & TRUST COMPANY



 By:___________________________
       Authorized Signature

<PAGE>

                    [On Reverse Side of Right Certificate]

                              FORM OF ASSIGNMENT

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

      FOR VALUE RECEIVED,______________________________________ hereby sells,
 assigns and transfers unto__________________________________________________

                (Please print name and address of transferee)

 ____________________________________________________________________________
 ________________ of the Rights evidenced by this Right Certificate, together
 with all right, title and interest therein,  and  does  hereby   irrevocably
 constitute and appoint____________________________________ Attorney-in-Fact,
 to transfer such Rights on the books of the within-named Company, with  full
 power of substitution.

 Dated:________________

                                 ____________________________________________
                                 Signature

 Signature Guaranteed:

      Signatures must be guaranteed by a participant in a Securities Transfer
 Association recognized signature program.


                            Certification of Status

      The undersigned  hereby certifies  by  checking the  appropriate  boxes
 that:

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

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

 Dated:________________

                                 ____________________________________________
                                 Signature

<PAGE>


             [On Reverse Side of Right Certificate -- continued]

                       FORM OF ELECTION TO PURCHASE

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

 To: CARRINGTON LABORATORIES, INC.

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

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

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

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


 Dated:________________

                                 ____________________________________________
                                 Signature

<PAGE>


        [On Reverse Side of Right Certificate -- continued]

 Signature Guaranteed:

      Signatures must be guaranteed by a participant in a Securities Transfer
 Association recognized signature program.

                           Certification of Status

      The undersigned  hereby certifies  by  checking the  appropriate  boxes
 that:

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

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

 Dated:________________

                                 ____________________________________________
                                 Signature

<PAGE>


                                    NOTICE

      The signature(s)  in the  Form of  Assignment or  Form of  Election  to
 Purchase, as the case may be, must  conform to the name(s) written upon  the
 face of this Right  Certificate in every  particular, without alteration  or
 enlargement or any change whatsoever.

      In the event the Certification of Status set forth above in the Form of
 Assignment or the Form of Election to Purchase,  as the case may be, is  not
 completed, the Company and the Rights  Agent 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 such  terms are  defined in  the
 Rights Agreement) and such  Assignment or Election to  Purchase will not  be
 honored.

<PAGE>

                                                         EXHIBIT C

                        SUMMARY OF RIGHTS TO PURCHASE
                               PREFERRED SHARES


      On  September  19,   1991,  the  Board   of  Directors  of   Carrington
 Laboratories, Inc.  (the "Company")  declared a  dividend of  one  preferred
 share purchase right (a "Right") for each outstanding share of common stock,
 par value  $0.01 per  share (the  "Common  Shares"), of  the Company.    The
 dividend  was  paid  on  October  15,  1991  (the  "Record  Date")  to   the
 shareholders of record on  that date.  In  addition, the Company  authorized
 the issuance of  one Right with  respect to each  Common Share that  becomes
 outstanding between the  Record Date and  the earliest  of the  Distribution
 Date, the Redemption Date and the  Final Expiration Date (as such terms  are
 hereinafter defined).  Each Right  initially entitled the registered  holder
 to purchase  from the  Company one  one-hundredth  of a  share of  Series  D
 Preferred Stock, par value $100 per  share (the "Preferred Shares"), of  the
 Company at a price of  $80 per one one-hundredth  of a Preferred Share  (the
 "Initial Purchase Price"),  subject to adjustment.   Also  on September  19,
 1991, the Company  and Ameritrust  Company National  Association, as  rights
 agent, entered into  a Rights  Agreement (the  "Original Rights  Agreement")
 containing the terms and conditions of the distribution and execution of the
 Rights.

      Effective as  of  October 21,  1998,  the Company  and  American  Stock
 Transfer & Trust Company,  as successor rights  agent (the "Rights  Agent"),
 entered into Amendment No.  1 to the  Original Rights Agreement  ("Amendment
 No. 1") amending the Original Rights Agreement in certain respects.

      On September 27, 2001, the Board of Directors of the Company authorized
 the renewal, extension,  amendment and  restatement of  the Original  Rights
 Agreement (as  amended by  Amendment No.  1),  which was  due to  expire  on
 October 15, 2001, and  approved the Amended  and Restated Rights  Agreement,
 which was executed  effective as of  October 15, 2001  (the "Amended  Rights
 Agreement") by  the Company  and the  Rights Agent.   In  addition to  other
 changes that it makes,  the Amended Rights Agreement  (1) extends the  Final
 Expiration Date (as hereinafter  defined) from October  15, 2001 to  October
 15, 2011;  (2)  lowers the  threshold  level of  beneficial  ownership  that
 triggers exercisability  of the  Rights from  20% to  15% of  the  Company's
 outstanding Common Shares; (3)  reduces the Initial  Purchase Price for  one
 one-hundredth of a Preferred Share from  $80 to $20 (the "Purchase  Price"),
 subject to adjustment; (4) provides for the issuance of Rights with  respect
 to Common Shares  that become outstanding  after the  Distribution Date  (as
 hereinafter defined) and  prior to the  earlier of the  Redemption Date  (as
 hereinafter defined) and the Final Expiration Date (as hereinafter defined);
 and (5) decreases the Redemption Price (as hereinafter defined) from $.01 to
 $.001 per Right.

      Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
 announcement that a person or group of affiliated or associated persons  (an
 "Acquiring Person") has acquired beneficial ownership of 15% or more of  the
 outstanding Common Shares and  (ii)10 business days (or  such later date  as
 may be determined by action of the  Board of Directors of the Company  prior
 to such time  as any  person or group  of affiliated  or associated  persons
 becomes an Acquiring Person) following the commencement of, or first  public
 announcement of an intention to commence,  a tender offer or exchange  offer
 the consummation of  which would  result in  the beneficial  ownership by  a
 person or group of affiliated  or associated persons of  15% or more of  the
 outstanding Common Shares (the earlier of  such dates being herein  referred
 to as the "Distribution Date"), the  Rights will be evidenced, with  respect
 to any of the Common Share  certificates outstanding as of the Record  Date,
 by such  Common Share  certificate with  a copy  of this  Summary of  Rights
 attached thereto.

      The Amended Rights Agreement provides that, until the Distribution Date
 (or earlier redemption  or expiration  of the  Rights), the  Rights will  be
 transferred with and only  with the Common Shares.   Until the  Distribution
 Date (or earlier redemption or expiration  of the Rights), new Common  Share
 certificates issued after the Record Date, upon transfer or new issuance  of
 Common Shares,  will contain  a notation  incorporating the  Amended  Rights
 Agreement by reference.  Until the Distribution Date (or earlier  redemption
 or expiration of the Rights), the surrender for transfer of any certificates
 for Common Shares outstanding on or after the Record Date, even without such
 notation or a copy  of this Summary of  Rights being attached thereto,  will
 also constitute the transfer of the Rights associated with the Common Shares
 represented by  such certificate.   As  soon  as practicable  following  the
 Distribution Date,  separate  certificates  evidencing  the  Rights  ("Right
 Certificates") will be mailed to holders  of record of the Common Shares  as
 of the close of  business on the Distribution  Date and such separate  Right
 Certificates alone will evidence the Rights.

      The Rights are not exercisable until the Distribution Date.  The Rights
 will expire on October 15,  2011 (the "Final  Expiration Date"), unless  the
 Final Expiration Date is extended or unless the Rights are earlier  redeemed
 or exchanged by the Company, in each case, as described below.

      The Purchase Price payable, and the number of Preferred Shares or other
 securities or property issuable, upon exercise of the Rights are subject  to
 adjustment from time to time to prevent dilution (i) in the event of a stock
 dividend on,  or  a subdivision,  combination  or reclassification  of,  the
 Preferred Shares, (ii) upon the grant to holders of the Preferred Shares  of
 certain rights or warrants to subscribe for or purchase Preferred Shares  at
 a price, or securities convertible into  Preferred Shares with a  conversion
 price, less than the  then current market price  of the Preferred Shares  or
 (iii) upon the distribution to holders of the Preferred Shares of  evidences
 of indebtedness or  assets (excluding regular  periodic cash dividends  paid
 out of  earnings or  retained earnings  or  dividends payable  in  Preferred
 Shares) or of subscription rights or warrants (other than those referred  to
 above).

      The number of outstanding Rights and  the number of one  one-hundredths
 of a Preferred Share issuable upon  exercise of each Right are also  subject
 to adjustment in the event of a stock split of the Common Shares or a  stock
 dividend on  the Common  Shares payable  in Common  Shares or  subdivisions,
 consolidations or combinations of the Common  Shares occurring, in any  such
 case, prior to the Distribution Date.

      Preferred Shares purchasable upon  exercise of the  Rights will not  be
 subject to redemption by the Company.  Each Preferred Share will be entitled
 to receive a dividend payable  in cash, stock or  otherwise when, as and  if
 declared by  the Board  of Directors.    In the  event of  liquidation,  the
 holders of the Preferred Shares will  be entitled to a minimum  preferential
 liquidation payment of $100 per share  but will be entitled to an  aggregate
 payment of 100  times the  payment made per  Common Share.   Each  Preferred
 Share will have 100 votes, voting together with the Common Shares.  Finally,
 in the event  of any  merger, consolidation  or other  transaction in  which
 Common Shares  are  exchanged, each  Preferred  Share will  be  entitled  to
 receive 100 times the  amount received per Common  Share.  These rights  are
 protected by customary antidilution provisions.

      Because of the  nature of the  Preferred Shares' dividend,  liquidation
 and voting  rights,  the  value  of the  one  one-hundredth  interest  in  a
 Preferred Share purchasable upon exercise  of each Right should  approximate
 the value of one Common Share.

      In the  event that  any person  or group  of affiliated  or  associated
 persons becomes an Acquiring Person, proper  provision will be made so  that
 each holder  of  a  Right,  other than  Rights  beneficially  owned  by  the
 Acquiring  Person   (which   will   thereafter  be   null   and   void   and
 nontransferable), will thereafter  have the right  to receive upon  exercise
 that number of Common  Shares of the  Company having a  market value of  two
 times the exercise price  of the Right.   In the event  that the Company  is
 acquired in a  merger or other  business combination transaction  or 50%  or
 more of its consolidated assets or earning power are sold after a person  or
 group of affiliated or  associated persons has  become an Acquiring  Person,
 proper provision will be made so that each holder of a Right will thereafter
 have the right  to receive, upon  the exercise thereof  at the then  current
 exercise price of the Right,  that number of shares  of common stock of  the
 acquiring company which at the time  of such transaction will have a  market
 value of two times the exercise price of the Right.

      At any  time after  any person  or group  of affiliated  or  associated
 persons becomes an  Acquiring Person and  prior to the  acquisition by  such
 person or group of 50% or more  of the outstanding Common Shares, the  Board
 of Directors of the Company may exchange the Rights (other than Rights owned
 by such  person  or  group,  which  will  have  become  null  and  void  and
 nontransferable), in whole or  in part, at an  exchange ratio of one  Common
 Share, or one one-hundredth of a Preferred Share  (or of a share of a  class
 or series  of  the  Company's  preferred  stock  having  equivalent  rights,
 preferences and privileges), per Right (subject to adjustment).

      With certain exceptions, no  adjustment in the  Purchase Price will  be
 required until cumulative adjustments require an  adjustment of at least  1%
 in such Purchase Price.  The Company may, but will not be required to, issue
 fractions of a  Preferred Share.   In lieu of  issuing fractional  Preferred
 Shares, the Company may utilize a depositary arrangement or, in the case  of
 a fractional Preferred  Share other than  one one-hundredth  of a  Preferred
 Share or  any integral  multiple  thereof, pay  to  the person  entitled  to
 receive such fractional share an amount in cash based on the market price of
 the Preferred Shares on the last trading  day prior to the date of  exercise
 of the Right to purchase such fractional share.

      At any time prior to the earlier  of the Final Expiration Date and  the
 close of business on the tenth  day following a public announcement that  an
 Acquiring Person has become such, the Board of Directors of the Company  may
 redeem the Rights in whole, but not in part, at a price of $.001  per  Right
 (the  "Redemption  Price").  The  redemption  of  the  Rights  may  be  made
 effective at such time, on such basis and with such conditions as the  Board
 of Directors in its sole  discretion may establish.   The time at which  the
 Rights are redeemed by the Company is herein referred to as the  "Redemption
 Date."  Immediately upon any redemption of the Rights, the right to exercise
 the Rights will terminate  and the only right  thereafter of the holders  of
 Rights will be to receive the Redemption Price.

      At any time  prior to  the Distribution Date  and subject  to the  last
 sentence of this paragraph, the  terms of the Rights  may be amended by  the
 Board of Directors of the Company without the consent of the holders of  the
 Rights,  including  without  limitation   an  amendment  to  lower   certain
 thresholds described above to not  less than the greater  of (i) the sum  of
 0.001% and  the largest  percentage of  the outstanding  Common Shares  then
 known by the  Company to be  beneficially owned by  any person  or group  of
 affiliated or  associated  persons  and  (ii)  10%.    From  and  after  the
 Distribution Date and subject to applicable law, the terms of the Rights may
 be amended by the Board of Directors  of the Company without the consent  of
 the holders of the Rights to, among other things, make any other  provisions
 in regard to matters under the Amended Rights Agreement that the Company may
 deem necessary or desirable and that will not adversely affect the interests
 of the holders of the Rights (other than an Acquiring Person or an affiliate
 or associate of an Acquiring Person).   The terms of  the Rights may not  be
 amended to (i) reduce the Redemption Price with respect to any redemption of
 Rights that occurs prior to the Final Expiration Date (except as required by
 antidilution provisions) or (ii) provide for a Final Expiration Date that is
 earlier than October 15, 2011.

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

      The Preferred  Shares  will  rank,  with  respect  to  the  payment  of
 dividends and as to distributions of assets upon liquidation, dissolution or
 winding up of the Company, junior to all other series of preferred stock  of
 the Company, unless the Board of Directors of the Company shall specifically
 determine  otherwise  in  fixing  the  powers,  preferences  and   relative,
 participating, optional and other special rights  of the shares of any  such
 other series and the qualifications, limitations and restrictions thereof.

      A copy  of  the  Amended  Rights Agreement  has  been  filed  with  the
 Securities and Exchange Commission as an exhibit to Post-Effective Amendment
 No. 2 to the  Company's Registration Statement on  Form 8-A/A dated  October
 15, 2001.   A copy  of the  Amended Rights  Agreement is  available free  of
 charge from the Company.   This summary description  of the Rights does  not
 purport to be complete and is qualified in its entirety by reference to  the
 Amended Rights Agreement, which is hereby incorporated herein by reference.