<PAGE>

                             ACCESS HEALTH, INC.

                                     AND

                   FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                RIGHTS AGENT


                      PREFERRED SHARES RIGHTS AGREEMENT

                         DATED AS OF MARCH 12, 1997,

                                AS AMENDED ON

                              DECEMBER 8, 1997


<PAGE>

                             TABLE OF CONTENTS

                                                                PAGE
                                                                ----

Section 1.     Certain Definitions . . . . . . . . . . . . . . . . 1

Section 2.     Appointment of Rights Agent . . . . . . . . . . . . 7

Section 3.     Issuance of Rights Certificates . . . . . . . . . . 7

Section 4.     Form of Rights Certificates . . . . . . . . . . . . 9

Section 5.     Countersignature and Registration . . . . . . . . .10

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

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

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

Section 9.     Reservation and Availability of Preferred Shares. .13

Section 10.    Record Date . . . . . . . . . . . . . . . . . . . .14

Section 11.    Adjustment of Exercise Price, Number of Shares or
               Number of Rights. . . . . . . . . . . . . . . . . .15

Section 12.    Certificate of Adjusted Exercise Price or Number 
               of Shares . . . . . . . . . . . . . . . . . . . . .21

Section 13.    Consolidation, Merger or Sale or Transfer of 
               Assets or Earning Power . . . . . . . . . . . . . .21

Section 14.    Fractional Rights and Fractional Shares . . . . . .25

Section 15.    Rights of Action. . . . . . . . . . . . . . . . . .26

Section 16.    Agreement of Rights Holders . . . . . . . . . . . .27

Section 17.    Rights Certificate Holder Not Deemed a 
               Stockholder . . . . . . . . . . . . . . . . . . . .27

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

Section 19.    Merger or Consolidation or Change of Name of 
               Rights Agent  . . . . . . . . . . . . . . . . . . .28

Section 20.    Duties of Rights Agent. . . . . . . . . . . . . . .29

Section 21.    Change of Rights Agent. . . . . . . . . . . . . . .31

Section 22.    Issuance of New Rights Certificates . . . . . . . .31


                                    -i-
<PAGE>

Section 23.    Redemption. . . . . . . . . . . . . . . . . . . . .32

Section 24.    Exchange. . . . . . . . . . . . . . . . . . . . . .32

Section 25.    Notice of Certain Events. . . . . . . . . . . . . .34

Section 26.    Notices . . . . . . . . . . . . . . . . . . . . . .35

Section 27.    Supplements and Amendments. . . . . . . . . . . . .35

Section 28.    Successors. . . . . . . . . . . . . . . . . . . . .36

Section 29.    Determinations and Actions by the Board of
               Directors, etc. . . . . . . . . . . . . . . . . . .36

Section 30.    Benefits of this Agreement. . . . . . . . . . . . .36

Section 31.    Severability. . . . . . . . . . . . . . . . . . . .36

Section 32.    Governing Law . . . . . . . . . . . . . . . . . . .37

Section 33.    Counterparts. . . . . . . . . . . . . . . . . . . .37

Section 34.    Descriptive Headings. . . . . . . . . . . . . . . .37


EXHIBITS

Exhibit A      Form of Certificate of Designation

Exhibit B      Form of Rights Certificate

Exhibit C      Summary of Rights


                                  -ii-
<PAGE>

                            RIGHTS AGREEMENT



     Agreement, dated as of March 12, 1997, as amended on December 8, 1997, 
between Access Health, Inc., a Delaware corporation (the "COMPANY"), and 
First Chicago Trust Company of New York.

     WHEREAS, on March 12, 1997 (the "RIGHTS DIVIDEND DECLARATION DATE"), the 
Board of Directors of the Company authorized and declared a dividend of one 
Preferred Share Purchase Right (a "RIGHT") for each Common Share (as 
hereinafter defined) of the Company outstanding as of the Close of Business 
(as hereinafter defined) on March 21, 1997 (the "RECORD DATE"), each Right 
representing the right to purchase one one-thousandth of a share of Series A 
Participating Preferred Stock (as such number may be adjusted pursuant to the 
provisions of this Agreement), having the rights, preferences and privileges 
set forth in the form of Certificate of Designations of Rights, Preferences 
and Privileges of Series A Participating Preferred Stock attached hereto as 
EXHIBIT A, upon the terms and subject to the conditions herein set forth, and 
further authorized and directed the issuance of one Right (as such number may 
be adjusted pursuant to the provisions of this Agreement) with respect to 
each Common Share that shall become outstanding between the Record Date and 
the earlier of the Distribution Date and the Expiration Date (as such terms 
are hereinafter defined), and in certain circumstances after the Distribution 
Date; and

     WHEREAS, The First National Bank of Boston was originally approved 
Rights Agent by the Company on March 12, 1997, and in connection with the 
amendments of this Agreement on December 8, 1997, First Chicago Trust Company 
of New York has been approved as successor to The First National Bank of 
Boston as Rights Agent.  Accordingly, this Agreement amends and supersedes in 
the entirety that Preferred Shares Rights Agreement dated March 12, 1997.

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

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

          (a)  "ACQUIRING PERSON" shall mean any Person who or which, 
together with all Affiliates and Associates of such Person, shall be the 
Beneficial Owner of 20% or more of the Common Shares then outstanding, but 
shall not include the Company, any Subsidiary of the Company or any employee 
benefit plan of the Company or of any Subsidiary of the Company, or any 
entity holding Common Shares for or pursuant to the terms of any such plan.  
Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring 
Person as the result of an acquisition of Common Shares by the Company which, 
by reducing the number of shares outstanding, increases the proportionate 
number of shares beneficially owned by such Person to 20% or more of the 
Common Shares of the Company then outstanding; PROVIDED, HOWEVER, that if a 
Person shall become the Beneficial Owner of 20% 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 (other than pursuant to 
a dividend or distribution paid or made by the 

<PAGE>

Company on the outstanding Common Shares in Common Shares or pursuant to a 
split or subdivision of the outstanding Common Shares), then such Person 
shall be deemed to be an Acquiring Person unless upon becoming the Beneficial 
Owner of such additional Common Shares of the Company such Person does not 
beneficially own 20% or more of the Common Shares of the Company then 
outstanding. Notwithstanding the foregoing, (i) if a majority of the 
Continuing Directors then in office determines in good faith that a Person 
who would otherwise be an "Acquiring Person," as defined pursuant to the 
foregoing provisions of this paragraph (a), has become such inadvertently 
(including, without limitation, because (A) such Person was unaware that it 
beneficially owned a percentage of the Common Shares that would otherwise 
cause such Person to be an "Acquiring Person," as defined pursuant to the 
foregoing provisions of this paragraph (a), or (B) such Person was aware of 
the extent of the Common Shares it beneficially owned but had no actual 
knowledge of the consequences of such beneficial ownership under this 
Agreement) and without any intention of changing or influencing control of 
the Company, and if such Person divested or divests as promptly as 
practicable a sufficient number of Common Shares so that such Person would no 
longer be an "Acquiring Person," as defined pursuant to the foregoing 
provisions of this paragraph (a), then such Person shall not be deemed to be 
or to have become an "Acquiring Person" for any purposes of this Agreement; 
and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 20% 
or more of the Common Shares outstanding, such Person shall not be or become 
an "Acquiring Person," as defined pursuant to the foregoing provisions of 
this paragraph (a), unless and until such time as such Person shall become 
the Beneficial Owner of additional Common Shares (other than pursuant to a 
dividend or distribution paid or made by the Company on the outstanding 
Common Shares in Common Shares or pursuant to a split or subdivision of the 
outstanding Common Shares), unless, upon becoming the Beneficial Owner of 
such additional Common Shares, such Person is not then the Beneficial Owner 
of 20% or more of the Common Shares then outstanding.

          (b)  "ADJUSTMENT FRACTION" shall have the meaning set forth in 
Section 11(a)(i) hereof.

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

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

               (i)  which such Person or any of such Person's Affiliates or 
     Associates beneficially owns, directly or indirectly, for purposes of 
     Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any 
     comparable or successor law or regulation);

               (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 pursuant to this Section 1(d)(ii)(A) to be 
     the Beneficial Owner of, or to 


                                     -2-
<PAGE>

     beneficially own, (1) 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 (2) securities which a Person or 
     any of such Person's Affiliates or Associates may be deemed to have the 
     right to acquire pursuant to any merger or other acquisition agreement 
     between the Company and such Person (or one or more of its Affiliates or 
     Associates) if such agreement has been approved by the Board of 
     Directors of the Company prior to there being an Acquiring Person; 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 under this 
     Section 1(d)(ii)(B) 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 of 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 (or any Affiliate or Associate thereof) with which 
     such Person or any of such Person's Affiliates or Associates has any 
     agreement, arrangement or understanding, whether or not in writing 
     (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 to Section 1(d)(ii)(B)) or disposing 
     of any securities of the Company; PROVIDED, HOWEVER, that in no case 
     shall an officer or director of the Company be deemed (x) the Beneficial 
     Owner of any securities beneficially owned by another officer or 
     director of the Company solely by reason of actions undertaken by such 
     persons in their capacity as officers or directors of the Company or (y) 
     the Beneficial Owner of securities held of record by the trustee of any 
     employee benefit plan of the Company or any Subsidiary of the Company 
     for the benefit of any employee of the Company or any Subsidiary of the 
     Company, other than the officer or director, by reason of any influence 
     that such officer or director may have over the voting of the securities 
     held in the plan.

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

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

          (g)  "COMMON SHARES" when used with reference to the Company shall 
mean the shares of Common Stock of the Company, $0.001 par value.  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.


                                     -3-
<PAGE>

          (h)  "COMMON STOCK EQUIVALENTS" shall have the meaning set forth in 
Section 11(a)(iii) hereof.

          (i)  "COMPANY" shall mean  Access Health, Inc., a  Delaware 
corporation, subject to the terms of Section 13(a)(iii)(C) hereof.

          (j)  "CONTINUING DIRECTOR" shall mean (i) any member of the Board 
of Directors of the Company who, while a member of the Board, is not an 
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a 
representative of an Acquiring Person or of any such Affiliate or Associate, 
and who was a member of the Board prior to there being an Acquiring Person, 
and (ii) any Person who subsequently becomes a member of the Board and who, 
while a member of the Board, is not an Acquiring Person, or an Affiliate or 
Associate of an Acquiring Person, or a representative of an Acquiring Person 
or of any such Affiliate or Associate, if such Person's nomination for 
election or election to the Board is recommended or approved by a majority of 
the Continuing Directors.

          (k)  "CURRENT PER SHARE MARKET PRICE" on any security (a "Security" 
for purposes of this definition), for all computations other than those made 
pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily 
closing prices per share of such Security for the thirty (30) consecutive 
Trading Days 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 any Security on any date shall be deemed to be the average of the 
daily closing prices per share of such Security for the ten (10) consecutive 
Trading Days immediately prior to 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 
(i) a dividend or distribution on such Security payable in shares of such 
Security or securities convertible into such shares or (ii) any subdivision, 
combination or reclassification of such Security, and prior to the expiration 
of the applicable thirty (30) Trading Day or ten (10) Trading Day period, 
after the ex-dividend date for such dividend or distribution, or the record 
date for such subdivision, combination or reclassification, then, and in each 
such case, the Current 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 sale 
price or, if such last sale price is not reported, 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 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.  If on any 
such date no market maker is making a market in the Security, the fair value 
of such shares on such date as determined in good faith by the Board of 
Directors of the Company shall be used.  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 


                                    -4-
<PAGE>

Market Price of the Common Shares as determined pursuant to this Section 
1(k), as appropriately adjusted to reflect any stock split, stock dividend or 
similar transaction occurring after the date hereof, multiplied by 1000.  If 
the Security is not 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 and shall be conclusive 
for all purposes.

          (l)  "CURRENT VALUE" shall have the meaning set forth in Section 
11(a)(iii) hereof.

          (m)  "DISTRIBUTION DATE" shall mean the earlier of (i) the Close of 
Business on the tenth day (or such later date as may be determined by action 
of a majority of Continuing Directors then in office) after the Shares 
Acquisition Date (or, if the tenth day after the Shares Acquisition Date 
occurs before the Record Date, the Close of Business on the Record Date) or 
(ii) the Close of Business on the tenth Business Day (or such later date as 
may be determined by action of a majority of Continuing Directors then in 
office) after the date that a tender or exchange offer by any Person (other 
than the Company, any Subsidiary of the Company, any employee benefit plan of 
the Company or of any Subsidiary of the Company, or any Person or entity 
organized, appointed or established by the Company for or pursuant to the 
terms of any such plan) is first published or sent or given within the 
meaning of Rule 14d-2(a) of the Rules and Regulations under the Exchange Act, 
if, assuming the successful consummation thereof, such Person would be an 
Acquiring Person.

          (n)  "EQUIVALENT SHARES" shall mean Preferred Shares and any other 
class or series of capital stock of the Company which is entitled to the same 
rights, privileges and preferences as the Preferred Shares.

          (o)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, 
as amended.

          (p)  "EXCHANGE RATIO" shall have the meaning set forth in Section 
24(a) hereof.

          (q)  "EXERCISE PRICE" shall have the meaning set forth in Section 
4(a) hereof.
 
          (r)  "EXPIRATION DATE" shall mean the earliest of (i) the Close of 
Business on the Final Expiration Date, (ii) the Redemption Date, (iii) 
consummation of any transaction contemplated by Section 13(f) hereof, or (iv) 
the time at which the Board of Directors orders the exchange of the Rights as 
provided in Section 24 hereof. 

          (s)  "FINAL EXPIRATION DATE" shall mean March 12, 2007.

          (t)  "NASDAQ" shall mean the National Association of Securities 
Dealers, Inc. Automated Quotations System.

          (u)  "PERMITTED OFFER" shall mean a tender offer for all 
outstanding Common Shares made in the manner prescribed by Section 14(d) of 
the Exchange Act and the rules and regulations promulgated thereunder; 
PROVIDED, HOWEVER, that such tender offer occurs at a time when Continuing 


                                    -5-
<PAGE>

Directors are in office and a majority of the Continuing Directors then in 
office has determined that the offer is both fair and otherwise in the best 
interests of the Company and its stockholders (taking into account all 
factors that such Continuing Directors deem relevant).

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

          (w)  "POST-EVENT TRANSFEREE" shall have the meaning set forth in 
Section 7(e) hereof.

          (x)  "PREFERRED SHARES" shall mean shares of Series A Participating 
Preferred Stock, of the Company.

          (y)  "PRE-EVENT TRANSFEREE" shall have the meaning set forth in 
Section 7(e) hereof.

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

          (aa) "RECORD DATE" shall have the meaning set forth in the recitals 
at the beginning of this Agreement.

          (bb) "REDEMPTION DATE" shall have the meaning set forth in Section 
23(a) hereof.

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

          (dd) "RIGHTS AGENT" shall mean First Chicago Trust Company of New 
York or its successor or replacement as provided in Sections 19 and 21 hereof.

          (ee) "RIGHTS CERTIFICATE" shall mean a certificate substantially in 
the form attached hereto as Exhibit B.

          (ff) "RIGHTS DIVIDEND DECLARATION DATE" shall have the meaning set 
forth in the recitals at the beginning of this Agreement.

          (gg) "SECTION 11(a)(ii) TRIGGER DATE" shall have the meaning set 
forth in Section 11(a)(iii) hereof. 

          (hh) "SECTION 13 EVENT" shall mean any event described in clause 
(i), (ii) or (iii) of Section 13(a) hereof.

          (ii) "SECURITIES ACT" shall mean the Securities Act of 1933, as 
amended.

          (jj) "SHARES ACQUISITION DATE" shall mean the first date of public 
announcement (which, for purposes of this definition, shall include, without 
limitation, a report filed pursuant to Section 13(d) under the Exchange Act) 
by the Company or an Acquiring Person that an Acquiring Person 


                                     -6-
<PAGE>

has become such; PROVIDED THAT, if such Person is determined not to have 
become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares 
Acquisition Date shall be deemed to have occurred.

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

          (ll) "SUBSIDIARY" of any Person shall mean any corporation or other 
entity of which an amount of voting securities sufficient to elect a majority 
of the directors or Persons having similar authority of such corporation or 
other entity is beneficially owned, directly or indirectly, by such Person, 
or any corporation or other entity otherwise controlled by such Person.

          (mm) "SUBSTITUTION PERIOD" shall have the meaning set forth in 
Section 11(a)(iii) hereof.

          (nn) "SUMMARY OF RIGHTS" shall mean a summary of this Agreement 
substantially in the form attached hereto as Exhibit C.

          (oo) "TOTAL EXERCISE PRICE" shall have the meaning set forth in 
Section 4(a) hereof.

          (pp) "TRADING DAY" shall mean a day on which the principal national 
securities exchange on which a referenced security is listed or admitted to 
trading is open for the transaction of business or, if a referenced security 
is not listed or admitted to trading on any national securities exchange, a 
Business Day.

          (qq) A "TRIGGERING EVENT" shall be deemed to have occurred upon any 
Person becoming an Acquiring Person.

     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, upon ten (10) days' prior 
written notice to the Rights Agent.  The Rights Agent shall have no duty to 
supervise, and shall in no event be liable for, the acts or omissions of any 
such co-Rights Agent.

     Section 3.  ISSUANCE OF RIGHTS CERTIFICATES.

          (a)  Until the Distribution Date, (i) the Rights will be evidenced 
(subject to the provisions of Sections 3(b), 3(c) and 3(d) hereof) by the 
certificates for Common Shares registered in the names of the holders thereof 
(which certificates shall also be deemed to be Rights Certificates) and not 
by separate Rights Certificates and (ii) the right to receive Rights 
Certificates will be transferable only in connection with the transfer of 
Common Shares.  Until the earlier of the Distribution Date or the Expiration 
Date, the surrender for transfer of such certificates for Common Shares shall 
also constitute the surrender for transfer of the Rights associated with the 
Common Shares represented thereby.  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) 


                                    -7-
<PAGE>

by first-class, postage-prepaid mail, to each record holder of Common Shares 
as of the Close of Business on the Distribution Date, at the address of such 
holder shown on the records of the Company, a Rights Certificate evidencing 
one Right for each Common Share so held, subject to adjustment as provided 
herein.  In the event that an adjustment in the number of Rights per Common 
Share has been made pursuant to Section 11 hereof, then at the time of 
distribution of the Rights Certificates, the Company shall make the necessary 
and appropriate rounding adjustments (in accordance with Section 14(a) 
hereof) so that Rights Certificates representing only whole numbers of Rights 
are distributed and cash is paid in lieu of any fractional Rights.  As of the 
Distribution Date, the Rights will be evidenced solely by such Rights 
Certificates and may be transferred by the transfer of the Rights 
Certificates as permitted hereby, separately and apart from any transfer of 
Common Shares, and the holders of such Rights Certificates as listed in the 
records of the Company or any transfer agent or registrar for the Rights 
shall be the record holders thereof.

          (b)  On the Record Date or as soon as practicable there after, the 
Company will send a copy of the Summary of Rights by first-class, 
postage-prepaid mail, to each record holder of Common Shares as of the Close 
of Business on the Record Date, at the address of such holder shown on the 
records of the Company's transfer agent and registrar.  With respect to 
certificates for Common Shares outstanding as of the Record Date, until the 
Distribution Date, the Rights will be evidenced by such certificates 
registered in the names of the holders thereof together with the Summary of 
Rights.  Until the Distribution Date (or, if earlier, the 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, shall 
also constitute the transfer of the Rights associated with the Common Shares 
represented thereby.

          (c)  Unless the Board of Directors by resolution adopted at or 
before the time of the issuance of any Common Shares specifies to the 
contrary, Rights shall be issued in respect of all Common Shares that are 
issued after the Record Date but prior to the earlier of the Distribution 
Date or the Expiration Date or, in certain circumstances provided in Section 
22 hereof, after the Distribution Date. Certificates representing such Common 
Shares shall also be deemed to be certificates for Rights, and shall bear the 
following legend:

     THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO 
     CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN  ACCESS 
     HEALTH, INC. AND FIRST CHICAGO TRUST COMPANY OF NEW YORK AS THE 
     RIGHTS AGENT, DATED AS OF MARCH 12, 1997, AND AS AMENDED ON 
     DECEMBER 8, 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE 
     HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON 
     FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ACCESS HEALTH, 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.  ACCESS HEALTH, 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 SET FORTH IN THE RIGHTS 
     AGREEMENT,


                                     -8-
<PAGE>

     RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN 
     ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH 
     TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD 
     BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY 
     BECOME NULL AND VOID.

With respect to such certificates containing the foregoing legend, until the 
earlier of (i) the Distribution Date or (ii) the 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.  

          (d)  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 RIGHTS CERTIFICATES.

          (a)  The Rights Certificates (and the forms of election to purchase 
Common Shares and of assignment to be printed on the reverse thereof) shall 
be substantially in the form of Exhibit B hereto and may have such marks of 
identification or designation and such legends, summaries or endorsements 
printed thereon as the Company may deem appropriate and as are not 
inconsistent with the provisions of this Agreement, or as may be required to 
comply with any applicable law or with any rule or regulation made pursuant 
thereto or with any rule or regulation of any stock exchange or a national 
market system, on which the Rights may from time to time be listed or 
included, or to conform to usage.  Subject to the provisions of Section 11 
and Section 22 hereof, the Rights Certificates, whenever distributed, shall 
be dated as of the Record Date (or in the case of Rights issued with respect 
to Common Shares issued by the Company after the Record Date, as of the date 
of issuance of such Common Shares) and on their face shall entitle the 
holders thereof to purchase such number of one-thousandths of a Preferred 
Share as shall be set forth therein at the price set forth therein (such 
exercise price per one one-thousandth of a Preferred Share being hereinafter 
referred to as the "EXERCISE PRICE" and the aggregate Exercise Price of all 
Preferred Shares issuable upon exercise of one Right being hereinafter 
referred to as the "TOTAL EXERCISE PRICE"), but the number and type of 
securities purchasable upon the exercise of each Right and the Exercise Price 
shall be subject to adjustment as provided herein.

          (b)  Any Rights Certificate issued pursuant to Section 3(a) or 
Section 22 hereof that represents Rights beneficially owned by: (i) an 
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) who 
becomes a transferee after the Acquiring Person becomes such or (iii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) who 
becomes a transferee prior to or concurrently with the Acquiring Person 
becoming such and receives such Rights pursuant to either (A) a transfer 
(whether or not for consideration) from the Acquiring Person to holders of 
equity interests in such Acquiring Person or to any Person with whom such 
Acquiring Person has any continuing agreement, arrangement or


                                     -9-
<PAGE>

understanding regarding the transferred Rights or (B) a transfer which a 
majority of the Continuing Directors then in office has determined is part of 
a plan, arrangement or understanding which has as a primary purpose or effect 
avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant 
to Section 6 or Section 11 hereof upon transfer, exchange, replacement or 
adjustment of any other Rights Certificate referred to in this sentence, 
shall contain (to the extent feasible) the following legend:

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

     Section 5.  COUNTERSIGNATURE AND REGISTRATION.

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

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

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

          (a)  Subject to the provisions of Sections 7(e), 14 and 24 hereof, 
at any time after the Close of Business on the Distribution Date, and at or 
prior to the Close of Business on the Expiration Date, any Rights Certificate 
or Rights Certificates may be transferred, split up, combined or exchanged 
for another Rights Certificate or Rights Certificates, entitling the 
registered holder to purchase a like 


                                    -10-
<PAGE>

number of one-thousandths of a Preferred Share (or, following a Triggering 
Event, other securities, cash or other assets, as the case may be) as the 
Rights Certificate or Rights Certificates surrendered then entitled such 
holder to purchase.  Any registered holder desiring to transfer, split up, 
combine or exchange any Rights Certificate or Rights Certificates shall make 
such request in writing delivered to the Rights Agent, and shall surrender 
the Rights Certificate or Rights Certificates to be transferred, split up, 
combined or exchanged at the office of the Rights Agent designated for such 
purpose.  Neither the Rights Agent nor the Company shall be obligated to take 
any action whatsoever with respect to the transfer of any such surrendered 
Rights Certificate until the registered holder shall have completed and 
signed the certificate contained in the form of assignment on the reverse 
side of such Rights Certificate and shall have provided such additional 
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 
or Affiliates or Associates thereof as the Company shall reasonably request.  
Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof, 
countersign and deliver to the person entitled thereto a Rights Certificate 
or Rights Certificates, as the case may be, as so requested.  The Company may 
require payment of a sum sufficient to cover any tax or governmental charge 
that may be imposed in connection with any transfer, split up, combination or 
exchange of Rights Certificates.

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

     Section 7.  EXERCISE OF RIGHTS; EXERCISE PRICE; EXPIRATION DATE OF 
RIGHTS.

          (a)  Subject to Sections 7(e), 23(b) and 24(b) hereof, the 
registered holder of any Rights Certificate may exercise the Rights evidenced 
thereby (except as otherwise provided herein) in whole or in part at any time 
after the Distribution Date and prior to the Close of Business on the 
Expiration Date by surrender of the Rights Certificate, with the form of 
election to purchase on the reverse side thereof duly executed, to the Rights 
Agent at the office of the Rights Agent designated for such purpose, together 
with payment of the Exercise Price for each one-thousandth of a Preferred 
Share (or, following a Triggering Event, other securities, cash or other 
assets as the case may be) as to which the Rights are exercised.

          (b)  The Exercise Price for each one-thousandth of a Preferred 
Share issuable pursuant to the exercise of a Right shall initially be One 
Hundred and Fifty Dollars ($150), shall be subject to adjustment from time to 
time as provided in Sections 11 and 13 hereof and shall be payable in lawful 
money of the United States of America in accordance with paragraph (c) below.

          (c)  Upon receipt of a Rights Certificate representing exercisable 
Rights, with the form of election to purchase duly executed, accompanied by 
payment of the Exercise Price for the number of one-thousandths of a 
Preferred Share (or, following a Triggering Event, other securities, cash or 
other assets as the case may be) to be purchased and an amount equal to any 
applicable transfer tax required 


                                   -11-
<PAGE>

to be paid by the holder of such Rights Certificate in accordance with 
Section 9(e) hereof, the Rights Agent shall, subject to Section 20(k) hereof, 
thereupon promptly (i) (A) requisition from any transfer agent of the 
Preferred Shares (or make available, if the Rights Agent is the transfer 
agent for the Preferred Shares) a certificate or certificates for the number 
of one-thousandths of a Preferred Share (or, following a Triggering Event, 
other securities, cash or other assets as the case may be) to be purchased 
and the Company hereby irrevocably authorizes its transfer agent to comply 
with all such requests or (B) if the Company shall have elected to deposit 
the total number of one-thousandths of a Preferred Share (or, following a 
Triggering Event, other securities, cash or other assets as the case may be) 
issuable upon exercise of the Rights hereunder with a depositary agent, 
requisition from the depositary agent depositary receipts representing such 
number of one-thousandths of a Preferred Share (or, following a Triggering 
Event, other securities, cash or other assets as the case may be) as are to 
be purchased (in which case certificates for the Preferred Shares (or, 
following a Triggering Event, other securities, cash or other assets as the 
case may be) represented by such receipts shall be deposited by the transfer 
agent with the depositary agent) and the Company hereby directs the 
depositary agent to comply with such request, (ii) when appropriate, 
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) 
after receipt of such certificates or depositary receipts, cause the same to 
be delivered to or upon the order of the registered holder of such Rights 
Certificate, registered in such name or names as may be designated by such 
holder and (iv) when appropriate, after receipt thereof, deliver such cash to 
or upon the order of the registered holder of such Rights Certificate. The 
payment of the Exercise Price (as such amount may be reduced (including to 
zero) pursuant to Section 11(a)(iii) hereof) and an amount equal to any 
applicable transfer tax required to be paid by the holder of such Rights 
Certificate in accordance with Section 9(e) hereof, may be made in cash or by 
certified bank check, cashier's check or bank draft payable to the order of 
the Company.  In the event that the Company is obligated to issue securities 
of the Company other than Preferred Shares, pay cash and/or distribute other 
property pursuant to Section 11(a) hereof, the Company will make all 
arrangements necessary so that such other securities, cash and/or other 
property are available for distribution by the Rights Agent, if and when 
appropriate.

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

          (e)  Notwithstanding anything in this Agreement to the contrary, 
from and after the first occurrence of a Triggering Event, any Rights 
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of 
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such 
Associate or Affiliate) who becomes a transferee after the Acquiring Person 
becomes such (a "POST-EVENT TRANSFEREE"), (iii) a transferee of an Acquiring 
Person (or of any such Associate or Affiliate) who becomes a transferee prior 
to or concurrently with the Acquiring Person becoming such and receives such 
Rights pursuant to either (A) a transfer (whether or not for consideration) 
from the Acquiring Person to holders of equity interests in such Acquiring 
Person or to any Person with whom the Acquiring Person has any continuing 
agreement, arrangement or understanding regarding the transferred Rights or 
(B) a transfer which a majority of the Continuing Directors then in office 
has determined is part of a plan, arrangement or understanding which has as a 
primary purpose or effect the avoidance of this Section 7(e) 


                                     -12-
<PAGE>

(a "PRE-EVENT TRANSFEREE") or (iv) any subsequent transferee receiving 
transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, 
either directly or through one or more intermediate transferees, shall become 
null and void without any further action and no holder of such Rights shall 
have any rights whatsoever with respect to such Rights, whether under any 
provision of this Agreement or otherwise.  The Company shall use all 
reasonable efforts to ensure that the provisions of this Section 7(e) and 
Section 4(b) hereof are complied with, but shall have no liability to any 
holder of Rights Certificates or to any other Person as a result of its 
failure to make any determinations with respect to an Acquiring Person or any 
of such Acquiring Person's Affiliates, Associates or transferees hereunder.

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

     Section 8.  CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES. All 
Rights Certificates surrendered for the purpose of exercise, transfer, split 
up, combination or exchange shall, if surrendered to the Company or to any of 
its agents, be delivered to the Rights Agent for cancellation or in canceled 
form, or, if surrendered to the Rights Agent, shall be canceled by it, and no 
Rights 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 Rights Certificate purchased or 
acquired by the Company otherwise than upon the exercise thereof.  The Rights 
Agent shall deliver all canceled Rights Certificates to the Company, or 
shall, at the written request of the Company, destroy such canceled Rights 
Certificates, and in such case shall deliver a certificate of destruction 
thereof to the Company.

     Section 9.  RESERVATION AND AVAILABILITY OF PREFERRED SHARES.

          (a)  The Company covenants and agrees that it will use its best 
efforts to cause to be reserved and kept available out of its authorized and 
unissued Preferred Shares not reserved for another purpose (and, following 
the occurrence of a Triggering Event, out of its authorized and unissued 
Common Shares and/or other securities), the number of Preferred Shares (and, 
following the occurrence of the Triggering Event, Common Shares and/or other 
securities) that will be sufficient to permit the exercise in full of all 
outstanding Rights.

          (b)  If the Company shall hereafter list any of its Preferred 
Shares on a national securities exchange, then so long as the Preferred 
Shares (and, following the occurrence of a Triggering Event, Common Shares 
and/or other securities) issuable and deliverable upon exercise of the Rights 
may be listed on such exchange, the Company shall use its best efforts to 
cause, from and after such time as the Rights become exercisable (but only to 
the extent that it is reasonably likely that the Rights will be 


                                     -13-
<PAGE>

exercised), all shares reserved for such issuance to be listed on such 
exchange upon official notice of issuance upon such exercise.

          (c)  The Company shall use its best efforts to (i) file, as soon as 
practicable following the earliest date after the first occurrence of a 
Triggering Event in which the consideration to be delivered by the Company 
upon exercise of the Rights is described in Section 11(a)(ii) or Section 
11(a)(iii) hereof, or as soon as is required by law following the 
Distribution Date, as the case may be, a registration statement under the 
Securities Act with respect to the securities purchasable upon exercise of 
the Rights on an appropriate form, (ii) cause such registration statement to 
become effective as soon as practicable after such filing and (iii) cause 
such registration statement to remain effective (with a prospectus at all 
times meeting the requirements of the Securities Act) until the earlier of 
(A) the date as of which the Rights are no longer exercisable for such 
securities and (B) the date of expiration of the Rights.  The Company may 
temporarily suspend, for a period not to exceed ninety (90) days after the 
date set forth in clause (i) of the first sentence of this Section 9(c), the 
exercisability of the Rights in order to prepare and file such registration 
statement and permit it to become effective.  Upon any such suspension, the 
Company shall issue a public announcement stating, and notify the Rights 
Agent, that the exercisability of the Rights has been temporarily suspended, 
as well as a public announcement and notification to the Rights Agent at such 
time as the suspension is no longer in effect.  The Company will also take 
such action as may be appropriate under, or to ensure compliance with, the 
securities or "blue sky" laws of the various states in connection with the 
exercisability of the Rights.  Notwithstanding any provision of this 
Agreement to the contrary, the Rights shall not be exercisable in any 
jurisdiction, unless the requisite qualification in such jurisdiction shall 
have been obtained, or an exemption therefrom shall be available, and until a 
registration statement has been declared effective.

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

          (e)  The Company further covenants and agrees that it will pay when 
due and payable any and all federal and state transfer taxes and charges 
which may be payable in respect of the original issuance or delivery of the 
Rights Certificates or of any Preferred Shares (or other securities of the 
Company) upon the exercise of 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 Rights Certificates to a person other than, or the 
issuance or delivery of certificates or depositary receipts for the Preferred 
Shares (or other securities of the Company) in a name other than that of, the 
registered holder of the Rights Certificate evidencing Rights surrendered for 
exercise or to issue or to deliver any certificates or depositary receipts 
for Preferred Shares (or other securities of the Company) upon the exercise 
of any Rights until any such tax shall have been paid (any such tax being 
payable by the holder of such Rights Certificate at the time of surrender) or 
until it has been established to the Company's satisfaction that no such tax 
is due.

     Section 10.  RECORD DATE.  Each Person in whose name any certificate for 
a number of one-thousandths of a Preferred Share (or other securities of the 
Company) is issued upon the exercise of Rights shall for all purposes be 
deemed to have become the holder of record of Preferred Shares (or other 


                                     -14-
<PAGE>

securities of the Company) represented thereby on, and such certificate 
shall be dated, the date upon which the Rights Certificate evidencing such 
Rights was duly surrendered and payment of the Total Exercise Price with 
respect to which the Rights have been exercised (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 are closed, 
such Person shall be deemed to have become the record holder of such shares 
on, and such certificate shall be dated, the next succeeding Business Day on 
which the transfer books of the Company are open.  Prior to the exercise of 
the Rights evidenced thereby, the holder of a Rights Certificate shall not be 
entitled to any rights of a holder of Preferred Shares (or other securities 
of the Company) 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 EXERCISE PRICE, NUMBER OF SHARES OR NUMBER OF 
RIGHTS.  The Exercise Price, the number and kind of shares or other property 
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)  Anything in this Agreement to the contrary 
notwithstanding, 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 (by reverse stock split or otherwise) 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), then, in each such 
event, except as otherwise provided in this Section 11 and Section 7(e) 
hereof: (1) the Exercise Price in effect at the time of the record date for 
such dividend or of the effective date of such subdivision, combination or 
reclassification shall be adjusted so that the Exercise Price thereafter 
shall equal the result obtained by dividing the Exercise Price in effect 
immediately prior to such time by a fraction (the "ADJUSTMENT FRACTION"), the 
numerator of which shall be the total number of Preferred Shares (or shares 
of capital stock issued in such reclassification of the Preferred Shares) 
outstanding immediately following such time and the denominator of which 
shall be the total number of Preferred Shares outstanding immediately prior 
to such time; 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 such 
Right; and (2) the number of one-thousandths of a Preferred Share (or share 
of such other capital stock) issuable upon the exercise of each Right shall 
equal the number of one-thousandths of a Preferred Share (or share of such 
other capital stock) as was issuable upon exercise of a Right immediately 
prior to the occurrence of the event described in clauses (A)-(D) of this 
Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, 
that, no such adjustment shall be made pursuant to this Section 11(a)(i) to 
the extent that there shall have simultaneously occurred an event described 
in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate 
adjustment being made thereunder.  Each Common Share that shall become 
outstanding after an adjustment has been made pursuant to this Section 
11(a)(i) shall have associated with the number of Rights, exercisable at the 
Exercise Price and for the number of one-thousandths of a Preferred Share (or 
shares of such other capital stock) as one Common Share has associated with 
it immediately following the adjustment made pursuant to this Section 
11(a)(i).


                                    -15-
<PAGE>

               (ii)  Subject to Section 24 of this Agreement, in the event a 
Triggering Event shall have occurred, then promptly following such Triggering 
Event each holder of a Right, except as provided in Section 7(e) hereof, 
shall thereafter have the right to receive for each Right, upon exercise 
thereof in accordance with the terms of this Agreement and payment of the 
Total Exercise Price in effect immediately prior to the occurrence of the 
Triggering Event, in lieu of a number of one-thousandths of a Preferred 
Share, such number of Common Shares of the Company as shall equal the result 
obtained by multiplying the  Exercise Price in effect immediately prior to 
the occurrence of the Triggering Event by the number of one-thousandths of a 
Preferred Share for which a Right was exercisable (or would have been 
exercisable if the Distribution Date had occurred) immediately prior to the 
first occurrence of a Triggering Event, and dividing that product by 50% of 
the Current Per Share Market Price for Common Shares on the date of 
occurrence of the Triggering Event; provided, however, that the Exercise 
Price and the number of Common Shares of the Company so receivable upon 
exercise of a Right shall be subject to further adjustment as appropriate in 
accordance with Section 11(e) hereof to reflect any events occurring in 
respect of the Common Shares of the Company after the occurrence of the 
Triggering Event.  Notwithstanding the foregoing provisions of this Section 
11(a)(ii), the right to buy Common Shares of the Company pursuant to Section 
11(a)(ii) hereof shall not arise as a result of any Person becoming an 
Acquiring Person through an acquisition of Common Shares pursuant to a 
Permitted Offer.

               (iii)  In lieu of issuing Common Shares in accordance with 
Section 11(a)(ii) hereof, the Company may, if a majority of the Continuing 
Directors then in office determines that such action is necessary or 
appropriate and not contrary to the interest of holders of Rights (and, in 
the event that the number of Common Shares which are authorized by the 
Company's Certificate of Incorporation but not outstanding or reserved for 
issuance for purposes other than upon exercise of the Rights are not 
sufficient to permit the exercise in full of the Rights, or if any necessary 
regulatory approval for such issuance has not been obtained by the Company, 
the Company shall): (A) determine the excess of (1) the value of the Common 
Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) 
the Exercise Price (such excess, the "SPREAD") and (B) with respect to each 
Right, make adequate provision to substitute for such Common Shares, upon 
exercise of the Rights, (1) cash, (2) a reduction in the Exercise Price, (3) 
other equity securities of the Company (including, without limitation, shares 
or units of shares of any series of preferred stock which a majority of the 
Continuing Directors then in office has deemed to have the same value as 
Common Shares (such shares or units of shares of preferred stock are herein 
called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company 
has not obtained any necessary stockholder or regulatory approval for such 
issuance, (4) debt securities of the Company, except to the extent that the 
Company has not obtained any necessary stockholder or regulatory approval for 
such issuance, (5) other assets or (6) any combination of the foregoing, 
having an aggregate value equal to the Current Value, where such aggregate 
value has been determined by a majority of the Continuing Directors then in 
office based upon the advice of a nationally recognized investment banking 
firm selected by a majority of the Continuing Directors then in office; 
PROVIDED, HOWEVER, if the Company shall not have made adequate provision to 
deliver value pursuant to clause (B) above within thirty (30) days following 
the later of (x) the first occurrence of a Triggering Event and (y) the date 
on which the Company's right of redemption pursuant to Section 23(a) expires 
(the later of (x) and (y) being referred to herein as the "SECTION 11(a)(ii) 
TRIGGER DATE"), then the Company shall be obligated to deliver, upon the 
surrender for exercise of a Right and without requiring payment of the 
Exercise Price, Common Shares (to the extent available), except to the extent 
that the Company has not obtained any necessary 


                                     -16-
<PAGE>

stockholder or regulatory approval for such issuance, and then, if necessary, 
cash, which shares and/or cash have an aggregate value equal to the Spread.  
If a majority of the Continuing Directors then in office shall determine in 
good faith that it is likely that sufficient additional Common Shares could 
be authorized for issuance upon exercise in full of the Rights or that any 
necessary regulatory approval for such issuance will be obtained, the thirty 
(30) day period set forth above may be extended to the extent necessary, but 
not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in 
order that the Company may seek stockholder approval for the authorization of 
such additional shares or take action to obtain such regulatory approval 
(such period, as it may be extended, the "SUBSTITUTION PERIOD").  To the 
extent that 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, to take any action to obtain any 
required regulatory approval and/or to decide the appropriate form of 
distribution to be made pursuant to such first sentence and to determine the 
value thereof. In the event of any such suspension, the Company shall issue a 
public announcement stating that the exercisability of the Rights has been 
temporarily suspended, as well as a public announcement at such time as the 
suspension is no longer in effect.  For purposes of this Section 11(a)(iii), 
the value of the Common Shares shall be the Current Per Share Market Price of 
the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any 
Common Stock Equivalent shall be deemed to have the same value as the Common 
Shares on such date.

          (b)  In case the Company shall, at any time after the date of this 
Agreement, fix a record date for the issuance of rights, options or warrants 
to all holders of Preferred Shares entitling such holders (for a period 
expiring within forty-five (45) calendar days after such record date) to 
subscribe for or purchase Preferred Shares or Equivalent Shares or securities 
convertible into Preferred Shares or Equivalent Shares at a price per share 
(or having a conversion price per share, if a security convertible into 
Preferred Shares or Equivalent Shares) less than the then Current Per Share 
Market Price of the Preferred Shares or Equivalent Shares on such record 
date, then, in each such case, the Exercise Price to be in effect after such 
record date shall be determined by multiplying the Exercise Price in effect 
immediately prior to such record date by a fraction, the numerator of which 
shall be the number of Preferred Shares and Equivalent Shares (if any) 
outstanding on such record date, plus the number of Preferred Shares or 
Equivalent Shares, as the case may be, which the aggregate offering price of 
the total number of Preferred Shares or Equivalent Shares, as the case may 
be, to be offered or issued (and/or the aggregate initial conversion price of 
the convertible securities to be offered or issued) would purchase at such 
current market price, and the denominator of which shall be the number of 
Preferred Shares and Equivalent Shares (if any) outstanding on such record 
date, plus the number of additional Preferred Shares or Equivalent Shares, as 
the case may be, 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 a consideration part or all of which 
shall be in a form other than cash, the value of such consideration shall be 
as determined in good faith by a majority of the Continuing Directors then in 
office, whose determination shall be described in a statement filed with the 
Rights Agent and shall be binding on the Rights Agent and the holders of the 
Rights.  Preferred Shares and Equivalent Shares 


                                     -17-
<PAGE>

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 Exercise Price 
shall be adjusted to be the Exercise Price which would then be in effect if 
such record date had not been fixed.

          (c)  In case the Company shall, at any time after the date of this 
Agreement, fix a record date for the making of a distribution to all holders 
of the Preferred Shares or of any class or series of Equivalent 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, if any, or a dividend payable in Preferred Shares) or subscription 
rights, options or warrants (excluding those referred to in Section 11(b)), 
then, in each such case, the Exercise Price to be in effect after such record 
date shall be determined by multiplying the Exercise Price in effect 
immediately prior to such record date by a fraction, the numerator of which 
shall be the Current Per Share Market Price of a Preferred Share or an 
Equivalent Share on such record date, less the fair market value per 
Preferred Share or Equivalent 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) of the portion of the cash, assets or 
evidences of indebtedness so to be distributed or of such subscription rights 
or warrants applicable to a Preferred Share or Equivalent Share, as the case 
may be, and the denominator of which shall be such Current Per Share Market 
Price of a Preferred Share or Equivalent Share on such record date; 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.  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 Exercise Price 
shall be adjusted to be the Exercise Price which would have been in effect if 
such record date had not been fixed.

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

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


                                     -18-
<PAGE>

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

          (g)  Unless the Company shall have exercised its election as 
provided in Section 11(h), upon each adjustment of the Exercise Price as a 
result of the calculations made in Sections 11(b) and (c), each Right 
outstanding immediately prior to the making of such adjustment shall 
thereafter evidence the right to purchase, at the adjusted Exercise Price, 
that number of Preferred Shares (calculated to the nearest one 
hundred-thousandth of a share) obtained by (i) multiplying (x) the number of 
Preferred Shares covered by a Right immediately prior to this adjustment, by 
(y) the Exercise Price in effect immediately prior to such adjustment of the 
Exercise Price, and (ii) dividing the product so obtained by the Exercise 
Price in effect immediately after such adjustment of the Exercise Price.

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

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


                                     -19-
<PAGE>

          (j)  Before taking any action that would cause an adjustment 
reducing the Exercise Price below the par or stated value, if any, of the 
number of one-thousandths of a Preferred Share 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 as fully paid and nonassessable shares such number of 
one-thousandths of a Preferred Share at such adjusted Exercise Price.

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

          (l)  Anything in this Section 11 to the contrary notwithstanding, 
prior to the Distribution Date, the Company shall be entitled to make such 
reductions in the Exercise 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 or Common Shares, (ii) issuance 
wholly for cash of any Preferred or Common Shares at less than the current 
market price, (iii) issuance wholly for cash of Preferred or Common Shares or 
securities which by their terms are convertible into or exchangeable for 
Preferred or Common Shares, (iv) stock dividends or (v) issuance of rights, 
options or warrants referred to in this Section 11, hereafter made by the 
Company to holders of its Preferred or Common Shares shall not be taxable to 
such stockholders.

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

          (n)  In the event the Company shall at any time after the date of 
this Agreement (A) declare a dividend on the Common Shares payable in Common 
Shares, (B) subdivide the outstanding Common Shares, (C) combine the 
outstanding Common Shares (by reverse stock split or otherwise) into a 
smaller number of Common Shares, or (D) issue any shares of its capital stock 
in a reclassification of the Common Shares (including any such 
reclassification in connection with a consolidation or merger in which the 
Company is the continuing or surviving corporation), then, in each such 
event, except as otherwise provided in this Section 11(a) and Section 7(e) 
hereof: (1) each Common Share (or shares of capital stock issued in such 
reclassification of the Common Shares) outstanding immediately following such 
time shall have associated with it the number of Rights as were associated 
with one Common Share immediately prior to the occurrence of the event 
described in clauses (A)-(D) above; (2) the Exercise Price in effect at the 
time of the record date for such dividend or of the effective date of such 
subdivision, combination or reclassification shall be adjusted so that the 
Exercise Price thereafter shall equal the result 


                                     -20-
<PAGE>

obtained by multiplying the Exercise Price in effect immediately prior to 
such time by a fraction, the numerator of which shall be the total number of 
Common Shares outstanding immediately prior to the event described in clauses 
(A)-(D) above, and the denominator of which shall be the total number of 
Common Shares outstanding immediately after such event; 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 such Right; and (3) the number of 
one-thousandths of a Preferred Share (or shares of such other capital stock) 
issuable upon the exercise of each Right outstanding after such event shall 
equal the number of one-thousandths of a Preferred Share (or shares of such 
other capital stock) as were issuable with respect to one Right immediately 
prior to such event. Each Common Share that shall become outstanding after an 
adjustment has been made pursuant to this Section 11(n) shall have associated 
with it the number of Rights, exercisable at the Exercise Price and for the 
number of one-thousandths of a Preferred Share (or shares of such other 
capital stock) as one Common Share has associated with it immediately 
following the adjustment made pursuant to this Section 11(n).  If an event 
occurs which would require an adjustment under both this Section 11(n) and 
Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(n) 
shall be in addition to, and shall be made prior to, any adjustment required 
pursuant to Section 11(a)(ii) hereof.

     Section 12.  CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF SHARES. 
Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the 
Company shall promptly (a) prepare a certificate setting forth such 
adjustment and a brief statement of the facts accounting for such adjustment, 
(b) file with the Rights Agent and with each transfer agent for the Preferred 
Shares a copy of such certificate and (c) mail a brief summary thereof to 
each holder of a Rights Certificate in accordance with Section 26 hereof. 
Notwithstanding the foregoing sentence, the failure of the Company to make 
such certification or give such notice shall not affect the validity of such 
adjustment or the force or effect of the requirement for such adjustment.  
The Rights Agent shall be fully protected in relying on any such certificate 
and on any adjustment contained therein and shall not be deemed to have 
knowledge of such adjustment unless and until it shall have received such 
certificate.

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

          (a)  In the event that, following a Triggering Event, directly or 
     indirectly:

               (i)  the Company shall consolidate with, or merge with and 
     into, any other Person (other than a wholly-owned Subsidiary of the 
     Company in a transaction the principal purpose of which is to change the 
     state of incorporation of the Company and which complies with Section 
     11(m), 11(n) hereof);

               (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 consolidation or merger, all or part of 
     the Common Shares shall be changed into or exchanged for stock or other 
     securities of any other person (or of the Company); 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


                                     -21-
<PAGE>

     aggregating 50% or more of the assets or earning power of the Company 
     and its Subsidiaries (taken as a whole) to any other Person or Persons 
     (other than the Company or one or more of its wholly-owned Subsidiaries 
     in one or more transactions, each of which individually (and together) 
     complies with Section 11(m) hereof),

                    then, concurrent with and in each such case,

                    (A)  each holder of a Right (except as provided in 
          Section 7(e) hereof) shall thereafter have the right to receive, 
          upon the exercise thereof at a price equal to the Total Exercise 
          Price applicable immediately prior to the occurrence of the Section 
          13 Event in accordance with the terms of this Agreement, such 
          number of validly authorized and issued, fully paid, nonassessable 
          and freely tradeable Common Shares of the Principal Party (as 
          hereinafter defined), free of any liens, encumbrances, rights of 
          first refusal or other adverse claims, as shall be equal to the 
          result obtained by dividing such Total Exercise Price by 50% of the 
          Current Per Share Market Price of the Common Shares of such 
          Principal Party on the date of consummation of such Section 13 
          Event, PROVIDED, HOWEVER, that the Exercise Price and the number of 
          Common Shares of such Principal Party so receivable upon exercise 
          of a Right shall be subject to further adjustment as appropriate in 
          accordance with Section 11(e) hereof;

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

                    (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 Section 13 
          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 connection with the consummation of 
          any such transaction as may be necessary to ensure that the 
          provisions hereof shall thereafter be applicable, as nearly as 
          reasonably may be, in relation to its Common Shares thereafter 
          deliverable upon the exercise of the Rights; and

                    (E)  upon the subsequent occurrence of any consolidation, 
          merger, sale or transfer of assets or other extraordinary 
          transaction in respect of such Principal Party, each holder of a 
          Right shall thereupon be entitled to receive, upon exercise of a 
          Right and payment of the Total Exercise Price as provided in this 
          Section 13(a), such cash, shares, rights, warrants and other 
          property which such holder would have been entitled to receive had 
          such holder, at the time of such transaction, owned the Common 
          Shares of the Principal Party receivable upon the exercise of such 
          Right pursuant to this Section 13(a), and such Principal Party 
          shall take such steps (including, but not limited to, reservation 
          of shares of stock) as may be necessary to permit the subsequent 
          exercise of the Rights


                                     -22-
<PAGE>

          in accordance with the terms hereof for such cash, shares, rights, 
          warrants and other property.

                    (F)  For purposes hereof, the "earning power" of the 
          Company and its Subsidiaries shall be determined in good faith by 
          the Company's Board of Directors on the basis of the operating 
          earnings of each business operated by the Company and its 
          Subsidiaries during the three fiscal years preceding the date of 
          such determination (or, in the case of any business not operated by 
          the Company or any Subsidiary during three full fiscal years 
          preceding such date, during the period such business was operated 
          by the Company or any Subsidiary).

          (b)  For purposes of this Agreement, the term "PRINCIPAL PARTY" 
     shall mean:

               (i) in the case of any transaction described in clause (i) or 
     (ii) of Section 13(a) hereof: (A) the Person that is the issuer of the 
     securities into which the Common Shares are converted in such merger or 
     consolidation, or, if there is more than one such issuer, the issuer the 
     Common Shares of which have the greatest aggregate market value of 
     shares outstanding, or (B) if no securities are so issued, (x) the 
     Person that is the other party to the merger, if such Person survives 
     said merger, or, if there is more than one such Person, the Person the 
     Common Shares of which have the greatest aggregate market value of 
     shares outstanding or (y) if the Person that is the other party to the 
     merger does not survive the merger, the Person that does survive the 
     merger (including the Company if it survives) or (z) the Person 
     resulting from the consolidation; and

               (ii)   in the case of any transaction described in clause 
     (iii) 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, or, if more than one Person that is 
     a party to such transaction or transactions receives the same portion of 
     the assets or earning power so transferred and each such portion would, 
     were it not for the other equal portions, constitute the greatest 
     portion of the assets or earning power so transferred, or if the Person 
     receiving the greatest portion of the assets or earning power cannot be 
     determined, whichever of such Persons is the issuer of Common Shares 
     having the greatest aggregate market value of shares outstanding;

PROVIDED, HOWEVER, that in any such case described in the foregoing clause 
(b)(i) or (b)(ii), if the Common Shares of such Person are not at such time 
or have not been continuously over the preceding 12-month period registered 
under Section 12 of the Exchange Act, then (1) if such Person is a direct or 
indirect Subsidiary of another Person the Common Shares of which are and have 
been so registered, the term "Principal Party" shall refer to such other 
Person, or (2) if such Person is a Subsidiary, directly or indirectly, of 
more than one Person, the Common Shares of which are and have been so 
registered, the term "Principal Party" shall refer to whichever of such 
Persons is the issuer of Common Shares having the greatest aggregate market 
value of shares outstanding, or (3) if such Person is owned, directly or 
indirectly, by a joint venture formed by two or more Persons that are not 
owned, directly or indirectly by the same Person, the rules set forth in 
clauses (1) and (2) above shall apply to each of the owners having an 
interest in the venture as if the Person owned by the joint venture was a 
Subsidiary of both or 


                                     -23-
<PAGE>

all of such joint venturers, and the Principal Party in each such case shall 
bear the obligations set forth in this Section 13 in the same ration as its 
interest in such Person bears to the total of such interests.

          (c)  The Company shall not consummate any Section 13 Event unless 
the Principal Party shall have a sufficient number of authorized Common 
Shares that have not been issued or reserved for issuance to permit the 
exercise in full of the Rights in accordance with this Section 13 and unless 
prior thereto the Company and such issuer shall have executed and delivered 
to the Rights Agent a supplemental agreement confirming that such Principal 
Party shall, upon consummation of such Section 13 Event, assume this 
Agreement in accordance with Sections 13(a) and 13(b) hereof, that all rights 
of first refusal or preemptive rights in respect of the issuance of Common 
Shares of such Principal Party upon exercise of outstanding Rights have been 
waived, that there are no 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 and that such transaction 
shall not result in a default by such Principal Party under this Agreement, 
and further providing that, as soon as practicable after the date of such 
Section 13 Event, such Principal Party will:

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

               (ii)  use its best efforts to list (or continue the listing 
     of) the Rights and the securities purchasable upon exercise of the 
     Rights on a national securities exchange or to meet the eligibility 
     requirements for quotation on Nasdaq and list (or continue the listing 
     of) the Rights and the securities purchasable upon exercise of the 
     Rights on Nasdaq; and

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

     In the event that at any time after the occurrence of a Triggering Event 
some or all of the Rights shall not have been exercised at the time of a 
transaction described in this Section 13, the Rights which have not 
theretofore been exercised shall thereafter be exercisable in the manner 
described in Section 13(a) (without taking into account any prior adjustment 
required by Section 11(a)(ii)).

          (d)  In case the "Principal Party" for purposes of Section 13(b) 
hereof has provision in any of its authorized securities or in its 
certificate of incorporation or by-laws or other instrument governing its 
corporate affairs, which provision would have the effect of (i) causing such 
Principal Party to issue (other than to holders of Rights pursuant to Section 
13 hereof), in connection with, or as a consequence of, the consummation of a 
Section 13 Event, Common Shares or Equivalent Shares of such Principal Party 
at less than the then Current Per Share Market Price thereof or securities 
exercisable for, 


                                     -24-
<PAGE>

or convertible into, Common Shares or Equivalent Shares of such Principal 
Party at less than such then Current Per Share Market Price, or (ii) 
providing for any special payment, tax or similar provision in connection 
with the issuance of the Common Shares of such Principal Party pursuant to 
the provisions of Section 13 hereof, then, in such event, the Company hereby 
agrees with each holder of Rights that it shall not consummate any such 
transaction unless prior thereto the Company and such Principal Party shall 
have executed and delivered to the Rights Agent a supplemental agreement 
providing that the provision in question of such Principal Party shall have 
been canceled, waived or amended, or that the authorized securities shall be 
redeemed, so that the applicable provision will have no effect in connection 
with or as a consequence of, the consummation of the proposed transaction.

          (e)  The Company covenants and agrees that it shall not, at any 
time after the Distribution Date, effect or permit to occur any Section 13 
Event, if (i) at the time or immediately after such Section 13 Event there 
are any rights, warrants or other instruments or securities outstanding or 
agreements in effect which would substantially diminish or otherwise 
eliminate the benefits intended to be afforded by the Rights, (ii) prior to, 
simultaneously with or immediately after such Section 13 Event, the 
stockholders of the Person who constitutes, or would constitute, the 
"Principal Party" for purposes of Section 13(b) hereof shall have received a 
distribution of Rights previously owned by such Person or any of its 
Affiliates or Associates or (iii) the form or nature of organization of the 
Principal Party would preclude or limit the exercisability of the Rights.

          (f)  Notwithstanding anything in this Agreement to the contrary, 
Section 13 shall not be applicable to a transaction described in clauses (i) 
and (ii) of Section 13(a) if:  (i) such transaction is consummated with a 
Person or Persons who acquired Common Shares pursuant to a Permitted Offer 
(or a wholly-owned Subsidiary of any such Person or Persons); (ii) the price 
per share of Common Shares offered in such transaction is not less than the 
price per share of Common Shares paid to all holders of Common Shares whose 
shares were purchased pursuant to such Permitted Offer; and (iii) the form of 
consideration being offered to the remaining holders of Common Shares 
pursuant to such transaction is the same form as the form of consideration 
paid pursuant to such Permitted Offer.  Upon consummation of any such 
transaction contemplated by this Section 13(f), all Rights hereunder shall 
expire.

          (g)  The provisions of this Section 13 shall similarly apply to 
successive mergers or consolidations or sales or other transfers.

     Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a)  The Company shall not be required to issue fractions of Rights 
or to distribute Rights Certificates which evidence fractional Rights.  In 
lieu of such fractional Rights, there shall be paid to the registered holders 
of the Rights Certificates with regard to which such fractional Rights would 
otherwise be issuable, an amount in cash equal to the same fraction of the 
current market value of a whole Right.  For the purposes of this Section 
14(a), the current market value of a whole Right shall be the closing price 
of the Rights for the Trading Day immediately prior to the date on which such 
fractional Rights would have been otherwise issuable, as determined pursuant 
to the second sentence of Section 1(k) hereof.


                                     -25-
<PAGE>

          (b)  The Company shall not be required to issue fractions of 
Preferred Shares (other than fractions that are integral multiples of one 
one-thousandth of a Preferred Share) upon exercise of the Rights or to 
distribute certificates which evidence fractional Preferred Shares (other 
than fractions that are integral multiples of one one-thousandth of a 
Preferred Share).  Interests in fractions of Preferred Shares in integral 
multiples of one one-thousandth of a Preferred Share may, at the election of 
the Company, be evidenced by depositary receipts, pursuant to an appropriate 
agreement between the Company and a depositary selected by it; PROVIDED, that 
such agreement shall provide that the holders of such depositary receipts 
shall have all the rights, privileges and preferences to which they are 
entitled as beneficial owners of the Preferred Shares represented by such 
depositary receipts.  In lieu of fractional Preferred Shares that are not 
integral multiples of one one-thousandth of a Preferred Share, the Company 
shall pay to the registered holders of Rights Certificates at the time such 
Rights are exercised as herein provided an amount in cash equal to the same 
fraction of the current market value of a Preferred Share.  For purposes of 
this Section 14(b), the current market value of a Preferred Share shall be 
one thousand times the closing price of a Common Share (as determined 
pursuant to the second sentence of Section 1(k) hereof) for the Trading Day 
immediately prior to the date of such exercise.

          (c)  The Company shall not be required to issue fractions of Common 
Shares or to distribute certificates which evidence fractional Common Shares 
upon the exercise or exchange of Rights.  In lieu of such fractional Common 
Shares, the Company shall pay to the registered holders of Rights 
Certificates at the time such Rights are exercised as herein provided an 
amount in cash equal to the same fraction of the current market value of a 
Common Share.  For purposes of this Section 14(c), the current market value 
of a Common Share shall be the closing price of a Common Share (as determined 
pursuant to the second sentence of Section 1(k) hereof) for the Trading Day 
immediately prior to the date of such exercise. 

          (d)  The holder of a Right by the acceptance of the Right expressly 
waives his or her right to receive any fractional Rights or any fractional 
shares (other than fractions that are integral multiples of one 
one-thousandth of a Preferred Share) upon exercise of a Right.

     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 
Rights Certificates (and, prior to the Distribution Date, the registered 
holders of the Common Shares); and any registered holder of any Rights 
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 Rights 
Certificate (or, prior to the Distribution Date, of the Common Shares), may, 
in his or her own behalf and for his or her 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 or her right to exercise the 
Rights evidenced by such Rights Certificate in the manner provided in such 
Rights Certificate and in this Agreement.  Without limiting the foregoing or 
any remedies available to the holders of Rights, it is specifically 
acknowledged that the holders of Rights would not have an adequate remedy at 
law for any breach of this Agreement and will be entitled to specific 
performance of the obligations under, and injunctive relief against actual or 
threatened violations of, the obligations of any Person subject to this 
Agreement.


                                     -26-
<PAGE>

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

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

          (b)  after the Distribution Date, the Rights Certificates are 
transferable only on the registry books of the Rights Agent if surrendered at 
the principal office or offices of the Rights Agent designated for such 
purposes, duly endorsed or accompanied by a proper instrument of transfer and 
with the appropriate forms and certificates fully executed; and

          (c)  subject to Sections 6(a) and 7(f) hereof, the Company and the 
Rights Agent may deem and treat the person in whose name the Rights 
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 Rights Certificates 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.

     Section 17.  RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No 
holder, as such, of any Rights Certificate shall be entitled to vote, receive 
dividends or be deemed for any purpose to be 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 Rights Certificate be construed to confer 
upon the holder of any Rights Certificate, as such, any of the rights of a 
stockholder of the Company or any right to vote for the election of directors 
or upon any matter submitted to stockholders at any meeting thereof, or to 
give or withhold consent to any corporate action, or to receive notice of 
meetings or other actions affecting stockholders (except as provided in 
Section 25 hereof), or to receive dividends or subscription rights, or 
otherwise, until the Right or Rights evidenced by such Rights Certificate 
shall have been exercised in accordance with the provisions hereof.

     Section 18.  CONCERNING THE RIGHTS AGENT.

          (a)  The Company agrees to pay to the Rights Agent reasonable 
compensation for all services rendered by it hereunder and, from time to 
time, on demand of the Rights Agent, its reasonable expenses and counsel fees 
and other disbursements incurred in the administration and execution of this 
Agreement and the exercise and performance of its duties hereunder.  The 
Company also agrees to indemnify the Rights Agent for, and to hold it 
harmless against, any loss, liability or expense, incurred without gross 
negligence, bad faith or willful misconduct on the part of the Rights Agent, 
for anything done or omitted by the Rights Agent in connection with the 
acceptance and administration of this Agreement, including the costs and 
expenses of defending against any claim of liability in the premises.  In no 
event will the Rights Agent be liable for special, indirect, incidental or 
consequential loss or damage of any kind whatsoever, even if the Rights Agent 
has been advised of the possibility of such loss or damage. 


                                    -27-
<PAGE>

          (b)  The Rights Agent shall be protected and shall incur no 
liability for, or in respect of any action taken, suffered or omitted by it 
in connection with, its administration of this Agreement in reliance upon any 
Rights Certificate or certificate for 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 reasonably 
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 corporate trust business of the Rights Agent or any 
successor Rights Agent, shall be the successor to the Rights Agent under this 
Agreement without the execution or filing of any paper or any further act on 
the part of any of the parties hereto; PROVIDED, HOWEVER, that such 
corporation would be eligible for appointment as a successor Rights Agent 
under the provisions of Section 21 hereof.  In case at the time such 
successor Rights Agent shall succeed to the agency created by this Agreement, 
any of the Rights Certificates shall have been countersigned but not 
delivered, any such successor Rights Agent may adopt the countersignature of 
the predecessor Rights Agent and deliver such Rights Certificates so 
countersigned; and in case at that time any of the Rights Certificates shall 
not have been countersigned, any successor Rights Agent may countersign such 
Rights Certificates either in the name of the predecessor Rights Agent or in 
the name of the successor Rights Agent; and in all such cases such Rights 
Certificates shall have the full force provided in the Rights Certificates 
and in this Agreement.

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

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

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


                                     -28-
<PAGE>

          (b)  Whenever in the performance of its duties under this Agreement 
the Rights Agent shall deem it necessary or desirable that any fact or matter 
(including, without limitation, the identity of any Acquiring Person and the 
determination of Current Per Share Market Price) be proved or established by 
the Company prior to taking or suffering any action hereunder, such fact or 
matter (unless other evidence in respect thereof 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 Chief Financial 
Officer, the Secretary or any Assistant Secretary of the Company and 
delivered to the Rights Agent; and such certificate shall be full 
authorization to the Rights Agent for any action taken or suffered in good 
faith by it under the provisions of this Agreement in reliance upon such 
certificate.

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

          (d)  The Rights Agent shall not be liable for or by reason of any 
of the statements of fact or recitals contained in this Agreement or in the 
Rights 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 Rights Certificate (except its 
countersignature thereof); nor shall it be responsible for any breach by the 
Company of any covenant or condition contained in this Agreement or in any 
Rights Certificate; nor shall it be responsible for any change in the 
exercisability of the Rights or any adjustment in the terms of the Rights 
(including the manner, method or amount thereof) provided for in Sections 3, 
11, 13, 23 or 24, 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 Rights Certificates after receipt by the Rights Agent of 
a certificate furnished pursuant to Section 12 describing such change or 
adjustment); 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 to be issued pursuant to this Agreement or any Rights 
Certificate or as to whether any Preferred Shares will, when issued, be 
validly authorized and issued, fully paid and nonassessable.

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

          (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 Chief Financial Officer, the Secretary or any 
Assistant Secretary 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.  Any 


                                     -29-
<PAGE>

application by the Rights Agent for written instructions from the Company 
may, at the option of the Rights Agent, set forth in writing any action 
proposed to be taken or omitted by the Rights Agent under this Rights 
Agreement and the date on and/or after which such action shall be taken or 
such omission shall be effective. The Rights Agent shall not be liable for 
any action taken by, or omission of, the Rights Agent in accordance with a 
proposal included in any such application on or after the date specified in 
such application (which date shall not be less than five (5) Business Days 
after the date any officer of the Company actually receives such application, 
unless any such officer shall have consented in writing to an earlier date) 
unless, prior to taking any such action (or the effective date in the case of 
an omission), the Rights Agent shall have received written instructions in 
response to such application specifying the action to be taken or omitted.

          (h)  The Rights Agent and any 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 herein shall preclude the 
Rights Agent from acting in any other capacity for the Company or for any 
other legal entity.

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

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

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

     Section 21.  CHANGE OF RIGHTS AGENT.  The Rights Agent or any successor 
Rights Agent may resign and be discharged from its duties under this 
Agreement upon thirty (30) days' notice in writing mailed to the Company and 
to each transfer agent of the Preferred Shares and the Common Shares by 
registered or certified mail, and to the holders of the Rights Certificates 
by first-class mail.  The Company may remove the Rights Agent or any 
successor Rights Agent upon thirty (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 Preferred Shares and the Common Shares by registered or 
certified mail, and to the holders of the Rights Certificates by first-class 
mail.  If the Rights Agent shall resign or be removed or shall otherwise 
become incapable of acting, the Company shall appoint a successor to the 
Rights Agent.  If the Company 


                                     -30-
<PAGE>

shall fail to make such appointment within a period of thirty (30) days after 
giving notice of such removal or after it has been notified in writing of 
such resignation or incapacity by the resigning or incapacitated Rights Agent 
or by the holder of a Rights Certificate (who shall, with such notice, submit 
his or her Rights Certificate for inspection by the Company), then the 
registered holder of any Rights Certificate may apply to any court of 
competent jurisdiction for the appointment of a new Rights Agent.  Any 
successor Rights Agent, whether appointed by the Company or by such a court, 
shall be a corporation organized and doing business under the laws of the 
United States or of any state of the United States, in good standing, which 
is authorized under such laws to exercise corporate trust or stockholder 
services 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.  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 
Preferred Shares and the Common Shares, and mail a notice thereof in writing 
to the registered holders of the Rights Certificates.  Failure to give any 
notice provided for in this Section 21, however, or any defect therein, shall 
not affect the legality or validity of the resignation or removal of the 
Rights Agent or the appointment of the successor Rights Agent, as the case 
may be.

     Section 22.  ISSUANCE OF NEW RIGHTS CERTIFICATES.  Notwithstanding any 
of the provisions of this Agreement or of the Rights to the contrary, the 
Company may, at its option, issue new Rights Certificates evidencing Rights 
in such form as may be approved by its Board of Directors to reflect any 
adjustment or change in the Exercise Price and the number or kind or class of 
shares or other securities or property purchasable under the Rights 
Certificates made in accordance with the provisions of this Agreement.  In 
addition, in connection with the issuance or sale of Common Shares following 
the Distribution Date and prior to the redemption or expiration of the 
Rights, the Company (a) 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 other securities 
of the Company outstanding at the date hereof or upon the exercise, 
conversion or exchange of securities hereinafter issued by the Company and 
(b) may, in any other case, if deemed necessary or appropriate by the Board 
of Directors of the Company, issue Rights Certificates representing the 
appropriate number of Rights in connection with such issuance or sale; 
PROVIDED, HOWEVER, that (i) no such Rights Certificate shall be issued and 
this sentence shall be null and void AB INITIO if, and to the extent that, 
such issuance or this sentence would create a significant risk of or result 
in material adverse tax consequences to the Company or the Person to whom 
such Rights Certificate would be issued or would create a significant risk of 
or result in such options' or employee plans' or arrangements' failing to 
qualify for otherwise available special tax treatment and (ii) no such Rights 
Certificate shall be issued if, and to the extent that, appropriate 
adjustment shall otherwise have been made in lieu of the issuance thereof.

     Section 23.  REDEMPTION.


                                     -31-
<PAGE>

          (a)  The Company may, at its option and with the approval of the 
Board of Directors, at any time prior to the Close of Business on the earlier 
of (i) the tenth day following the Shares Acquisition Date (or such later 
date as may be determined by action of a majority of Continuing Directors 
then in office and publicly announced by the Company) and (ii) the Final 
Expiration Date, redeem all but not less than all the then outstanding Rights 
at a redemption price of $0.001 per Right, appropriately adjusted to reflect 
any stock split, stock dividend or similar transaction occurring after the 
date hereof (such redemption price being herein referred to as the 
"REDEMPTION PRICE") and the Company may, at its option, pay the Redemption 
Price either in Common Shares (based on the Current Per Share Market Price 
thereof at the time of redemption) or cash.  Such redemption of the Rights by 
the Company 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; 
PROVIDED, HOWEVER, if the Board of Directors of the Company authorizes 
redemption of the Rights on or after the time a Person becomes an Acquiring 
Person, then there must be Continuing Directors then in office and such 
authorization shall require the concurrence of a majority of such Continuing 
Directors.  The date on which the Board of Directors elects to make the 
redemption effective shall be referred to as the "REDEMPTION DATE."

          (b)  Immediately upon the action of the Board of Directors of the 
Company ordering the redemption of the Rights, evidence of which shall have 
been filed with the Rights Agent, and without any further action and without 
any notice, the right to exercise the Rights will terminate and the only 
right thereafter of the holders of Rights shall be to receive the Redemption 
Price.  The Company shall promptly give public notice of any such redemption; 
PROVIDED, HOWEVER, that the failure to give or any defect in, any such notice 
shall not affect the validity of such redemption.  Within ten (10) days after 
the action of the Board of Directors ordering the redemption of the Rights, 
the Company shall give notice of such redemption to the Rights Agent and the 
holders of the then outstanding Rights by mailing such notice to all such 
holders at 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.  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 redemption will state the method by 
which the payment of the Redemption Price will be made.  Neither the Company 
nor any of its Affiliates or Associates may 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)  Subject to applicable laws, rules and regulations, and subject 
to subsection 24(c) below, the Company may, at its option, by majority vote 
of the Board of Directors and a majority vote of the Continuing Directors, at 
any time after the occurrence of a Triggering Event, exchange all or part of 
the then outstanding and exercisable Rights (which shall not include Rights 
that have become void pursuant to the provisions of Section 7(e) hereof) 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 shall not be empowered to effect such 
exchange at any time after any Person (other than the Company, any Subsidiary 
of the 


                                     -32-
<PAGE>

Company, any employee benefit plan of the Company or any such Subsidiary, or 
any entity holding Common Shares 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 ordering 
the exchange of any Rights pursuant to subsection 24(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 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 shall mail a notice of any such 
exchange to all of the holders of such Rights at their last addresses as they 
appear upon the registry books of the Rights Agent. Any notice which is 
mailed in the manner herein provided shall be deemed given, whether or not 
the holder receives the notice.  Each such notice of exchange will state the 
method by which the exchange of the 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 void pursuant to the 
provisions of Section 7(e) hereof) held by each holder of Rights.

          (c)  In the event that there shall not be sufficient Common Shares 
issued but not outstanding or authorized but unissued to permit any exchange 
of Rights as contemplated in accordance with Section 24(a), the Company shall 
either take such action as may be necessary to authorize additional Common 
Shares for issuance upon exchange of the Rights or alternatively, at the 
option of a majority of the Board of Directors, with respect to each Right 
(i) pay cash in an amount equal to the Current Value (as hereinafter 
defined), in lieu of issuing Common Shares in exchange therefor, or (ii) 
issue debt or equity securities or a combination thereof, having a value 
equal to the Current Value, in lieu of issuing Common Shares in exchange for 
each such Right, where the value of such securities shall be determined by a 
nationally recognized investment banking firm selected by majority vote of 
the Board of Directors, or (iii) deliver any combination of cash, property, 
Common Shares and/or other securities having a value equal to the Current 
Value in exchange for each Right. For purposes of this Section 24(c) only, 
the Current Value shall mean the product of the Current Per Share Market 
Price of Common Shares on the date of the occurrence of the event described 
above in subparagraph (a), multiplied by the number of Common Shares for 
which the Right otherwise would be exchangeable if there were sufficient 
shares available.  To the extent that the Company determines that some action 
need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), 
the Board of Directors may temporarily suspend the exercisability of the 
Rights for a period of up to sixty (60) days following the date on which the 
event described in Section 24(a) shall have occurred, in order to seek any 
authorization of additional Common Shares and/or to decide the appropriate 
form of distribution to be made pursuant to the above provision and to 
determine the value thereof.  In the event of any such suspension, the 
Company shall issue a public announcement stating that the exercisability of 
the Rights has been temporarily suspended.

           (d)  The Company shall not be required to issue fractions of 
Common Shares or to distribute certificates which evidence fractional Common 
Shares.  In lieu of such fractional Common Shares, there shall be paid to the 
registered holders of the Rights Certificates with regard to which such 


                                     -33-
<PAGE>

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 (as 
determined pursuant to the second sentence of Section 11(k) hereof).

          (e)  The Company may, at its option, by majority vote of the Board 
of Directors, at any time before any Person has become an Acquiring Person, 
exchange all or part of the then outstanding Rights for rights of 
substantially equivalent value, as determined reasonably and with good faith 
by the Board of Directors, based upon the advice of one or more nationally 
recognized investment banking firms.

          (f)  Immediately upon the action of the Board of Directors ordering 
the exchange of any Rights pursuant to subsection 24(e) 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 rights in exchange therefor as has 
been determined by the Board of Directors in accordance with subsection 24(e) 
above.  The Company shall 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 shall mail a notice of any 
such exchange to all of the holders of such Rights at their last addresses as 
they appear upon the registry books of the transfer agent for the Common 
Shares of the Company.  Any notice which is mailed in the manner herein 
provided shall be deemed given, whether or not the holder receives the 
notice.  Each such notice of exchange will state the method by which the 
exchange of the Rights will be effected.

     Section 25.  NOTICE OF CERTAIN EVENTS.

          (a)  In case the Company shall propose to effect or permit to occur 
any Triggering Event or Section 13 Event, the Company shall give notice 
thereof to each holder of Rights in accordance with Section 26 hereof at 
least twenty (20) days prior to occurrence of such Triggering Event or such 
Section 13 Event.

          (b)  In case any Triggering Event or Section 13 Event shall occur, 
then, in any such case, the Company shall as soon as practicable thereafter 
give to each holder of a Rights Certificate, in accordance with Section 26 
hereof, a notice of the occurrence of such event, which shall specify the 
event and the consequences of the event to holders of Rights under Sections 
11(a)(ii) and 13 hereof.

     Section 26.  NOTICES.  Notices or demands authorized by this Agreement 
to be given or made by the Rights Agent or by the holder of any Rights 
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:

                    Access Health, Inc.
                    310 Interlocken Parkway, Suite A
                    Broomfield, Colorado 80021
                    Attention:  Joseph P. Tallman


                                     -34-
<PAGE>

                    with a copy to:

                    Wilson Sonsini Goodrich & Rosati
                    Professional Corporation
                    650 Page Mill Road
                    Palo Alto, California 94304-1050
                    Attention:  Barry E. Taylor

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

                    First Chicago Trust Company of New York
                    525 Washington Boulevard
                    Suite 4690
                    Jersey City, New Jersey  07301
                    Attention:  Kevin Laurita

Notices or demands authorized by this Agreement to be given or made by the 
Company or the Rights Agent to the holder of any Rights Certificate 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.  Prior to the occurrence of a 
Distribution Date, the Company may supplement or amend this Agreement in any 
respect without the approval of any holders of Rights and the Rights Agent 
shall, if the Company so directs, execute such supplement or amendment.  From 
and after the occurrence of a Distribution Date, the Company and the Rights 
Agent may from time to time supplement or amend this Agreement without the 
approval of any holders of Rights in order to (i) cure any ambiguity, (ii) 
correct or supplement any provision contained herein which may be defective 
or inconsistent with any other provisions herein, (iii) shorten or lengthen 
any time period hereunder (which shortening or lengthening shall be 
effective only if there are Continuing Directors and shall require the 
concurrence of a majority of such Continuing Directors) or (iv) to change or 
supplement the provisions hereunder in any manner that the Company may deem 
necessary or desirable and that shall not adversely affect the interests of 
the holders of Rights (other than an Acquiring Person or an Affiliate or 
Associate of an Acquiring Person); PROVIDED, this Agreement may not be 
supplemented or amended to lengthen, pursuant to clause (iii) of this 
sentence, (A) a time period relating to when the Rights may be redeemed at 
such time as the Rights are not then redeemable or (B) any other time period 
unless such lengthening is for the purpose of protecting, enhancing or 
clarifying the rights of, and/or the benefits to, the holders of Rights 
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring 
Person).  Upon the delivery of a certificate from an appropriate officer of 
the Company that 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.  Prior to the Distribution Date, the interests 
of the holders of Rights shall be deemed coincident with the interests of the 
holders of Common Shares.


                                    -35-
<PAGE>

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

     Section 29.  DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.  
For all purposes of this Agreement, any calculation of the number of Common 
Shares outstanding at any particular time, including for purposes of 
determining the particular percentage of such outstanding Common Shares of 
which any Person is the Beneficial Owner, shall be made in accordance with 
the last sentence of Rule 13d-3(d)(1)(i) of the Rules and Regulations under 
the Exchange Act. The Board of Directors of the Company (or, where 
specifically provided for herein, the Continuing Directors) shall have the 
exclusive power and authority to administer this Agreement and to exercise 
all rights and powers specifically granted to the Board, or the Company (or, 
where specifically provided for herein, the Continuing Directors), or as may 
be necessary or advisable in the administration of this Agreement, including, 
without limitation, the right and power to (i) interpret the provisions of 
this Agreement and (ii) make all determinations deemed necessary or advisable 
for the administration of this Agreement (including a determination to redeem 
or not redeem the Rights or to amend the Agreement).  All such actions, 
calculations, interpretations and determinations (including, for purposes of 
clause (y) below, all omissions with respect to the foregoing) which are done 
or made by the Board (or, where specifically provided for herein, by the 
Continuing Directors) in good faith, shall (x) be final, conclusive and 
binding on the Company, the Rights Agent, the holders of the Rights 
Certificates and all other parties and (y) not subject the Board or the 
Continuing Directors to any liability to the holders of the Rights.

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

     Section 31.  SEVERABILITY.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction or 
other authority to be invalid, void or unenforceable, the remainder of the 
terms, provisions, covenants and restrictions of this Agreement shall remain 
in full force and effect and shall in no way be affected, impaired or 
invalidated; PROVIDED, HOWEVER, that notwithstanding anything in this 
Agreement to the contrary, if any such term, provision, covenant or 
restriction is held by such court or authority to be invalid, void or 
unenforceable and the Board of Directors of the Company determines in its 
good faith judgment that severing the invalid language from this Agreement 
would adversely affect the purpose or effect of this Agreement, the right of 
redemption set forth in Section 23 hereof shall be reinstated and shall not 
expire until the Close of Business on the tenth day following the date of 
such determination by the Board of Directors.

     Section 32.  GOVERNING LAW.  This Agreement and each Right and each 
Rights Certificate issued hereunder shall be deemed to be a contract made 
under the laws of the State of Delaware and for all purposes shall be 
governed by and construed in accordance with the laws of such State 
applicable to contracts to be made and performed entirely within such State.


                                     -36-
<PAGE>

     Section 33.  COUNTERPARTS.  This Agreement may be executed in any number 
of counterparts and each of such counterparts shall for all purposes be 
deemed to be an original, and all such counterparts shall together constitute 
but one and the same instrument.

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


                                     -37-
<PAGE>

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

"COMPANY"                              Access Health, Inc.

                                       By: /s/ Julie A. Brooks
                                          -----------------------------------
                                       Name:   Julie A. Brooks
                                       Title:  Senior Vice President & 
                                               General Counsel

"RIGHTS AGENT"                         First Chicago Trust Company of New York

                                       By: /s/ [illegible]
                                          -----------------------------------

                                       Name: [illegible]
                                            ---------------------------------

                                       Title:  ASSISTANT VICE PRESIDENT
                                             --------------------------------


                                     -38-
<PAGE>

                                   EXHIBIT A

              CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
                               AND PRIVILEGES OF
                   SERIES A PARTICIPATING PREFERRED STOCK
                             OF ACCESS HEALTH, INC.


     The undersigned, Thomas E. Gardner and Julie A. Brooks, do hereby 
certify:

     1.   That they are the duly elected and acting Chief Executive Officer 
and Secretary, respectively, of Access Health, Inc., a Delaware corporation 
(the "CORPORATION").

     2.   That pursuant to the authority conferred upon the Board of 
Directors by the Restated Certificate of Incorporation of the said 
Corporation, the said Board of Directors, acting through a special committee 
formed for such purpose, on March 12, 1997, adopted the following resolution 
creating a series of 100,000 shares of Preferred Stock designated as Series A 
Participating Preferred Stock:

     "RESOLVED, that pursuant to the authority vested in the Board of 
Directors of the corporation by the Restated Certificate of Incorporation, 
the Board of Directors does hereby provide for the issue of a series of 
Preferred Stock of the Corporation and does hereby fix and herein state and 
express the designations, powers, preferences and relative and other special 
rights and the qualifications, limitations and restrictions of such series of 
Preferred Stock as follows:

     Section 1   DESIGNATION AND AMOUNT.  The shares of such series shall be 
designated as "SERIES A PARTICIPATING PREFERRED STOCK." The Series A 
Participating Preferred Stock shall have a par value of $0.001 per share, and 
the number of shares constituting such series shall be 100,000.

     Section 2   PROPORTIONAL ADJUSTMENT.  In the event the Corporation shall 
at any time after the issuance of any share or shares of Series A 
Participating Preferred Stock (i) declare any dividend on Common Stock of the 
Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) 
subdivide the outstanding Common Stock or (iii) combine the outstanding 
Common Stock into a smaller number of shares, then in each such case the 
Corporation shall simultaneously effect a proportional adjustment to the 
number of outstanding shares of Series A Participating Preferred Stock.

     Section 3   DIVIDENDS AND DISTRIBUTIONS.

          (a)  Subject to the prior and superior right of the holders of any 
shares of any series of Preferred Stock ranking prior and superior to the 
shares of Series A Participating Preferred Stock with respect to dividends, 
the holders of shares of Series A Participating Preferred Stock shall be 
entitled to receive when, as and if declared by the Board of Directors out of 
funds legally available for that purpose, quarterly dividends payable in cash 
on the last day of January, April, July and October in each year (each such 
date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), 
commencing on the first Quarterly Dividend Payment Date after the first 
issuance of a share or fraction of a share of Series A 

<PAGE>

Participating Preferred Stock, in an amount per share (rounded to the nearest 
cent) equal to 1,000 times the aggregate per share amount of all cash 
dividends, and 1,000 times the aggregate per share amount (payable in kind) 
of all non-cash dividends or other distributions other (except as provided in 
Section 2 hereof) than a dividend payable in shares of Common Stock or a 
subdivision of the outstanding shares of Common Stock (by reclassification or 
otherwise), declared on the Common Stock since the immediately preceding 
Quarterly Dividend Payment Date, or, with respect to the first Quarterly 
Dividend Payment Date, since the first issuance of any share or fraction of a 
share of Series A Participating Preferred Stock.

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

          (c)  Dividends shall begin to accrue on outstanding shares of 
Series A Participating Preferred Stock from the Quarterly Dividend Payment 
Date next preceding the date of issue of such shares of Series A 
Participating Preferred Stock, unless the date of issue of such shares is 
prior to the record date for the first Quarterly Dividend Payment Date, in 
which case dividends on such shares shall begin to accrue from the date of 
issue of such shares, or unless the date of issue is a Quarterly Dividend 
Payment Date or is a date after the record date for the determination of 
holders of shares of Series A Participating Preferred Stock entitled to 
receive a quarterly dividend and before such Quarterly Dividend Payment Date, 
in either of which events such dividends shall begin to accrue from such 
Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear 
interest.  Dividends paid on the shares of Series A Participating Preferred 
Stock in an amount less than the total amount of such dividends at the time 
accrued and payable on such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at the time outstanding.  The 
Board of Directors may fix a record date for the determination of holders of 
shares of Series A Participating Preferred Stock entitled to receive payment 
of a dividend or distribution declared thereon, which record date shall be no 
more than 30 days prior to the date fixed for the payment thereof.

     Section 4   VOTING RIGHTS.  The holders of shares of Series A 
Participating Preferred Stock shall have the following voting rights:

          (a)  Each share of Series A Participating Preferred Stock shall 
entitle the holder thereof to 1,000 votes on all matters submitted to a vote 
of the stockholders of the Corporation.

          (b)  Except as otherwise provided herein or by law, the holders of 
shares of Series A Participating Preferred Stock and the holders of shares of 
Common Stock shall vote together as one class on all matters submitted to a 
vote of stockholders of the Corporation.

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


                                      -2-
<PAGE>

     Section 5   CERTAIN RESTRICTIONS.

          (a)  The Corporation shall not declare any dividend on, make any 
distribution on, or redeem or purchase or otherwise acquire for consideration 
any shares of Common Stock after the first issuance of a share or fraction of 
a share of Series A Participating Preferred Stock unless concurrently 
therewith it shall declare a dividend on the Series A Participating Preferred 
Stock as required by Section 3 hereof.

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

                    (i)  declare or pay dividends on, make any other 
distributions on, or redeem or purchase or otherwise acquire for 
consideration any shares of stock ranking junior (either as to dividends or 
upon liquidation, dissolution or winding up) to the Series A Participating 
Preferred Stock;

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

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

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

          (c)  The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares of 
stock of the Corporation unless the Corporation could, under paragraph (a) of 
this Section 5, purchase or otherwise acquire such shares at such time and in 
such manner.


                                     -3-
<PAGE>

     Section 6   REACQUIRED SHARES.  Any shares of Series A Participating 
Preferred Stock purchased or otherwise acquired by the Corporation in any 
manner whatsoever shall be retired and canceled promptly after the 
acquisition thereof.  All such shares shall upon their cancellation become 
authorized but unissued shares of Preferred Stock and may be reissued as part 
of a new series of Preferred Stock to be created by resolution or resolutions 
of the Board of Directors, subject to the conditions and restrictions on 
issuance set forth herein and, in the Restated Certificate of Incorporation, 
as then amended.

     Section 7   LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any 
liquidation, dissolution or winding up of the Corporation, the holders of 
shares of Series A Participating Preferred Stock shall be entitled to receive 
an aggregate amount per share equal to 1,000 times the aggregate amount to be 
distributed per share to holders of shares of Common Stock plus an amount 
equal to any accrued and unpaid dividends on such shares of Series A 
Participating Preferred Stock. 

     Section 8   CONSOLIDATION, MERGER, ETC.  In case the Corporation shall 
enter into any consolidation, merger, combination or other transaction in 
which the shares of Common Stock are exchanged for or changed into other 
stock or securities, cash and/or any other property, then in any such case 
the shares of Series A Participating Preferred Stock shall at the same time 
be similarly exchanged or changed in an amount per share equal to 1,000 times 
the aggregate amount of stock, securities, cash and/or any other property 
(payable in kind), as the case may be, into which or for which each share of 
Common Stock is changed or exchanged.

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

     Section 10   RANKING.  The Series A Participating Preferred Stock shall 
rank junior to all other series of the Corporation's Preferred Stock as to 
the payment of dividends and the distribution of assets, unless the terms of 
any such series shall provide otherwise.

     Section 11   AMENDMENT.  The Restated Certificate of Incorporation of 
the Corporation shall not be further amended in any manner which would 
materially alter or change the powers, preference or special rights of the 
Series A Participating Preferred Stock so as to affect them adversely without 
the affirmative vote of the holders of a majority of the outstanding shares 
of Series A Participating Preferred Stock, voting separately as a class.

     Section 12   FRACTIONAL SHARES.  Series A Participating Preferred Stock 
may be issued in fractions of a share which shall entitle the holder, in 
proportion to such holder's fractional shares, to exercise voting rights, 
receive dividends, participate in distributions and to have the benefit of 
all other rights of holders of Series A Participating Preferred Stock.

     RESOLVED FURTHER, that the President or any Vice President and the 
Secretary or any Assistant Secretary of this corporation be, and they hereby 
are, authorized and directed to prepare and file a Certificate of Designation 
of Rights, Preferences and Privileges in accordance with the foregoing 


                                     -4-
<PAGE>

resolution and the provisions of Delaware law and to take such actions as 
they may deem necessary or appropriate to carry out the intent of the 
foregoing resolution."

     We further declare under penalty of perjury that the matters set forth 
in the foregoing Certificate of Designation are true and correct of our own 
knowledge.

     Executed at Rancho Cordova, California on March 12, 1997



                                  ------------------------------------------
                                  Thomas E. Gardner, Chief Executive Officer 



                                  ------------------------------------------
                                  Julie A. Brooks, Secretary


                                     -5-
<PAGE>

                                  EXHIBIT B


                         FORM OF RIGHTS CERTIFICATE


Certificate No. R-                                            _________ Rights


     NOT EXERCISABLE AFTER THE EARLIER OF (i) MARCH 12, 2007, (ii) THE 
     DATE TERMINATED BY THE COMPANY OR (iii) THE DATE THE COMPANY 
     EXCHANGES THE RIGHTS PURSUANT TO THE RIGHTS AGREEMENT.  THE RIGHTS 
     ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 
     PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER 
     CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING 
     PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH 
     TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT 
     HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS 
     REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY 
     OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN 
     AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE 
     DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS 
     CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND 
     VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS 
     AGREEMENT.]

                              RIGHTS CERTIFICATE

                              ACCESS HEALTH, INC.


     This certifies that ______________________________, or registered 
assigns, is the registered owner of the number of Rights set forth above, 
each of which entitles the owner thereof, subject to the terms, provisions 
and conditions of the Rights Agreement dated as of March 12, 1997, (the 
"RIGHTS AGREEMENT"), between Access Health, Inc., a Delaware corporation (the 
"COMPANY"), and First Chicago Trust Company of New York  ( the "RIGHTS 
AGENT"), to purchase from the Company at any time after the Distribution Date 
(as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New 
York time, on ________________,  at the office of the Rights Agent designated 
for such purpose, or at the office of its successor as Rights Agent, one 
one-thousandth (1/1,000) of a fully paid non-assessable 

------------------
* The portion of the legend in bracket shall be inserted only if 
  applicable and shall replace the preceding sentence.

<PAGE>

share of Series A Participating Preferred Stock, $0.001 par value, (the 
"PREFERRED SHARES"), of the Company, at a Exercise Price of $150 per 
one-thousandth of a Preferred Share (the "EXERCISE PRICE"), upon presentation 
and surrender of this Rights Certificate with the Form of Election to 
Purchase and related Certificate duly executed.  The number of Rights 
evidenced by this Rights Certificate (and the number of one-thousandths of a 
Preferred Share which may be purchased upon exercise hereof) set forth above 
are the number and Exercise Price as of _____________, based on the Preferred 
Shares as constituted at such date.  As provided in the Rights Agreement, the 
Exercise Price and the number and kind of Preferred Shares or other 
securities which may be purchased upon the exercise of the Rights evidenced 
by this Rights Certificate are subject to modification and adjustment upon 
the happening of certain events.

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

          Subject to the provisions of the Rights Agreement, the Rights 
evidenced by this Rights Certificate (i) may be redeemed by the Company, at 
its option, at a redemption price of $0.001 per Right or (ii) may be 
exchanged by the Company in whole or in part for Common Shares, substantially 
equivalent rights or other consideration as determined by the Company.

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

          No fractional portion of less than one one-thousandth of a 
Preferred Share will be issued upon the exercise of any Right or Rights 
evidenced hereby but in lieu thereof a cash payment will be made, as provided 
in the Rights Agreement.

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

                                     -2-
<PAGE>

Agreement), or to receive dividends or subscription rights, or otherwise, 
until the Right or Rights evidenced by this Rights Certificate shall have 
been exercised as provided in the Rights Agreement.

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

     WITNESS the facsimile signature of the proper officers of the Company 
and its corporate seal.  Dated as of  _______________, 19____.

ATTEST:                            ACCESS HEALTH, INC.


                                   By:
--------------------------            ----------------------------------
Julie A. Brooks, Secretary            Joseph P. Tallman, Chief Executive
                                      Officer and President



Countersigned:

First Chicago Trust Company of New York
as Rights Agent

By:
   ----------------------------

Its:
    ---------------------------


                                     -3-
<PAGE>

                  FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE

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


          FOR VALUE RECEIVED ________________________ hereby sells, assigns 
and transfers unto _________________________________________________________
                       (Please print name and address of transferee)
____________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein, 
and does hereby irrevocably constitute and appoint __________________________ 
Attorney, to transfer the within Rights Certificate on the books of the 
within-named Company, with full power of substitution.

Dated: _______________, 19____


                                       ___________________________________
                                       Signature


Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution 
(a bank, stockbroker, savings and loan association or credit union with 
membership in an approved signature guarantee medallion program) pursuant to 
Rule 17Ad-15 of the Securities Exchange Act of 1934.

<PAGE>


                                CERTIFICATE

     The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated: _______________, 19____



                                       ____________________________________
                                       Signature


Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution 
(a bank, stockbroker, savings and loan association or credit union with 
membership in an approved signature guarantee medallion program) pursuant to 
Rule 17Ad-15 of the Securities Exchange Act of 1934.

<PAGE>

        FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED

                    FORM OF ELECTION TO PURCHASE

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

To:  ___________________________

          The undersigned hereby irrevocably elects to exercise 
_________________________ Rights represented by this Rights Certificate to 
purchase the number of one-thousandths of a Preferred Share issuable upon the 
exercise of such Rights and requests that certificates for such number of 
one-thousandths of a Preferred Share 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 Rights 
Certificate, a new Rights 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: ___________________ , 19____


 
                                       _______________________________________
                                       Signature

Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution 
(a bank, stockbroker, savings and loan association or credit union with 
membership in an approved signature guarantee medallion program) pursuant to 
Rule 17Ad-15 of the Securities Exchange Act of 1934. 

<PAGE>

                                CERTIFICATE

     The undersigned hereby certifies by checking the appropriate boxes that:

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

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

Dated: ___________________ , 19____


                                       _______________________________________
                                       Signature



Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution 
(a bank, stockbroker, savings and loan association or credit union with 
membership in an approved signature guarantee medallion program) pursuant to 
Rule 17Ad-15 of the Securities Exchange Act of 1934.

<PAGE>

             FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED


                                    NOTICE


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


                                     -2-
<PAGE>
                                  EXHIBIT C

                           STOCKHOLDER RIGHTS PLAN

                             ACCESS HEALTH, INC.

                             SUMMARY OF RIGHTS

DISTRIBUTION AND        The Board of Directors has declared a dividend of one 
TRANSFER OF RIGHTS;     Right for each share of Access Health Common Stock 
RIGHTS CERTIFICATE:     outstanding. Prior to the Distribution Date referred 
                        to below, the Rights will be evidenced by and trade 
                        with the certificates for the Common Stock.  After 
                        the Distribution Date, Access Health, Inc. (the 
                        "COMPANY") will mail Rights certificates to the 
                        Company's stockholders and the Rights will become 
                        transferable apart from the Common Stock.

DISTRIBUTION DATE:      Rights will separate from the Common Stock and become 
                        exercisable following (a) the tenth day (or such 
                        later date as may be determined by a majority of the 
                        Directors not affiliated with the acquiring person or 
                        group (the "CONTINUING DIRECTORS")) after a person or 
                        group acquires beneficial ownership of 20% or more of 
                        the Company's Common Stock or (b) the tenth business 
                        day (or such later date as may be determined by a 
                        majority of the Continuing Directors) after a person 
                        or group announces a tender or exchange offer, the 
                        consummation of which would result in ownership by a 
                        person or group of 20% or more of the Company's 
                        Common Stock.

PREFERRED STOCK         After the Distribution Date, each Right will entitle 
PURCHASABLE UPON        the holder to purchase for $150, a fraction of a 
EXERCISE OF RIGHTS:     share of the Company's Preferred Stock with economic 
                        terms similar to that of one share of the Company's 
                        Common Stock.

FLIP-IN:                If an acquiror (an "ACQUIRING PERSON") obtains 20% or 
                        more of the Company's Common Stock (other than 
                        pursuant to a tender offer deemed adequate and in the 
                        best interests of the Company and its stockholders by 
                        the Continuing Directors (a "PERMITTED OFFER")), then 
                        each Right (other than Rights owned by an Acquiring 
                        Person or its affiliates) will entitle the holder 
                        thereof to purchase, for the Exercise Price, a number 
                        of shares of the Company's Common Stock having a then 
                        current market value of twice the Exercise Price.

FLIP-OVER:              If, after an Acquiring Person obtains 20% or more of 
                        the Company's Common Stock, (a) the Company merges 
                        into another entity, (b) an acquiring entity merges 
                        into the Company or (c) the Company sells more than 
                        50% of the Company's assets or earning power, then 
                        each Right (other than Rights owned by an Acquiring 
                        Person or its affiliates) will entitle the holder 
                        thereof to purchase, 

<PAGE>

                        for the Exercise Price, a number of shares of Common 
                        Stock of the Person engaging in the transaction 
                        having a then current market value of twice the 
                        Exercise Price (unless the transaction satisfies 
                        certain conditions and is consummated with a Person 
                        who acquired shares pursuant to a Permitted Offer, in 
                        which case the Rights will expire).

EXCHANGE PROVISION:     At any time after the date an Acquiring Person 
                        obtains 20% or more of the Company's Common Stock 
                        and prior to the acquisition by the Acquiring Person 
                        of 50% of the outstanding Common Stock, a majority of 
                        the Board of Directors and a majority of the 
                        Continuing Directors of the Company may exchange the 
                        Rights (other than Rights owned by the Acquiring 
                        Person or its affiliates), in whole or in part, for 
                        shares of Common Stock of the Company at an exchange 
                        ratio of one share of Common Stock per Right (subject 
                        to adjustment).

REDEMPTION OF           Rights will be redeemable at the Company's option for 
THE RIGHTS:             $0.001 per Right at any time on or prior to the tenth 
                        day (or such later date as may be determined by a 
                        majority of the Continuing Directors) after public 
                        announcement that a Person has acquired beneficial 
                        ownership of 20% or more of the Company's Common 
                        Stock (the "SHARES ACQUISITION DATE").

EXPIRATION OF           The Rights expire on the earliest of (a) March 12, 
THE RIGHTS:             2007, (b) exchange or redemption of the Rights as 
                        described above, or (c) consummation of a merger or 
                        consolidation resulting in expiration of the Rights 
                        as described above.

AMENDMENT OF            The terms of the Rights and the Rights Agreement may 
TERMS OF RIGHTS:        be amended in any respect without the consent of the 
                        Rights holders on or prior to Distribution Date; 
                        thereafter, the terms of the Rights and the Rights 
                        Agreement may be amended without the consent of the 
                        Rights holders in order to cure any ambiguities or to 
                        make changes which do not adversely affect the 
                        interests of Rights holders (other than the Acquiring 
                        Person).

VOTING RIGHTS:          Rights will not have any voting rights.

ANTI-DILUTION           Rights will have the benefit of certain customary 
PROVISIONS:             anti-dilution provisions.

TAXES:                  The Rights distribution should not be taxable for 
                        federal income tax purposes.  However, following an 
                        event which renders the Rights exercisable or upon 
                        redemption of the Rights, stockholders may recognize 
                        taxable income.


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<PAGE>

The foregoing is a summary of certain principal terms of the Stockholder 
Rights Plan only and is qualified in its entirety by reference to the 
detailed terms of the Rights Agreement dated as of March 12, 1997, between 
the Company and the Rights Agent.


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