RIGHTS AGREEMENT

This Rights Agreement ("Agreement"), dated as of June 1, 2000, between **Walker InteractiveSystems, Inc.**, a Delaware corporation (the "Company"), and **Fleet National Bank, a National Banking Association**("Rights Agent").

The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right(a "Right") for each Common Share (as such term is hereinafter defined) outstanding at the close of business on June 22,2000 (the "Record Date"), each Right representing the right to purchase one one-hundredth of a Preferred Share (as suchterm is hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directedthe issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest tooccur of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined);*provided, however,* that Rights may be issued with respect to Common Shares that shall become outstanding after theDistribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date in accordance with the provisions ofSection 22 hereof.

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

Certain Definitions
.
  For purposes of this Agreement, the following termshave the meanings indicated:

"Acquiring Person"
 shall mean any Person (as such term is hereinafter defined) who or which,together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (assuch term is hereinafter defined) of 15% or more of the Common Shares then outstanding.  Notwithstanding the foregoing, (A) the termAcquiring Person shall not include (i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company, (iii)any employee benefit or compensation plan of the Company or any Subsidiary of the Company or (iv) any entity holding Common Sharesfor or pursuant to the terms of any such employee benefit or compensation plan and (B) no Person shall become an "AcquiringPerson" either (x) as the result of an acquisition of Common Shares by the Company which, by reducing the number of sharesoutstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Shares thenoutstanding; 
provided, however,
 that if a Person shall become the Beneficial Owner of 15% or more of the Common Shares thenoutstanding by reason of share purchases by the Company and shall, following written notice from, or public disclosure by the Companyof such share purchases by the Company, become the Beneficial Owner of any additional Common Shares without the prior consent of theCompany and shall then Beneficially Own more than 15% of the Common Shares then outstanding, then such Person shall be deemed to bean "Acquiring Person," or (y) if the Board of Directors 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,and such Person divests, as promptly as practicable (as determined in good faith by the Board of Directors), but in any event withinfifteen Business Days, following receipt of written notice from the Company of such event, of Beneficial Ownership of a sufficientnumber of Common Shares so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisionsof this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement;
provided, however,
 that if such Person shall again become the Beneficial Owner of 15% or more of the Common Shares thenoutstanding, such Person shall be deemed an "Acquiring Person," subject to the exceptions set forth in this Section1(a).

**"Affiliate"
 and 
"Associate"
 shall have the respective meanings ascribed tosuch terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the"Exchange Act"), as in effect on the date of this Agreement.

A Person shall be deemed the 
"Beneficial Owner"
 of and shall be deemed to "beneficiallyown" any securities:

which such Person or any of such Person's Affiliates or Associates is deemed to beneficially own, within themeaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this RightsAgreement;

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

which are beneficially owned, directly or indirectly, by any other Person with which such Person or any ofsuch Person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with andbetween underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose ofacquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(c)(ii)(B) hereof) or disposing of anysecurities of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase, "thenoutstanding," when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number ofsuch securities then issued and outstanding together with the number of such securities not then actually issued and outstandingwhich such Person would be deemed to own beneficially hereunder.
**"Business Day"
 shall mean any day other than a Saturday, a Sunday, or a day on which bankinginstitutions in the Commonwealth of Massachusetts are authorized or obligated by law or executive order to close.

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

**"Common Shares"
 shall mean the shares of common stock, par value $.001 per share, of theCompany; 
provided, however,
 that, "Common Shares," when used in this Agreement in connection with a specificreference to any Person other than the Company, shall mean the capital stock (or equity interest) with the greatest voting power ofsuch other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control suchfirst-mentioned Person.

**"Distribution Date"
 shall have the meaning set forth in Section 3 hereof.

**"Final Expiration Date"
 shall have the meaning set forth in Section 7 hereof.

**"Interested Stockholder"
 shall mean any Acquiring Person or any Affiliate or Associate of anAcquiring Person or any other Person in which any such Acquiring Person, Affiliate or Associate has an interest, or any other Personacting directly or indirectly on behalf of or in concert with any such Acquiring Person, Affiliate or Associate. 

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

**"Preferred Shares"
 shall mean shares of Series A Junior Participating Preferred Stock, parvalue $.001 per share, of the Company having the designations and the powers, preferences and rights, and the qualifications,limitations and restrictions set forth in the Form of Certificate of Designation attached to this Agreement as Exhibit A.

**"Purchase Price"
 shall have the meaning set forth in Section 7(b) hereof.

**"Redemption Date"
 shall have the meaning set forth in Section 7 hereof.

**"Shares Acquisition Date"
 shall mean the first date of public announcement by the Company oran Acquiring Person that an Acquiring Person has become such provided, however that, if such Person is determined not to have becomean Acquiring Person pursuant to clause (y) of Subsection 1(a)(B) hereof, then no Shares Acquisition Date shall be deemed to haveoccurred.

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

**"Transaction"
 shall mean any merger, consolidation or sale of assets described in Section13(a) hereof or any acquisition of Common Shares which would result in a Person becoming an Acquiring Person or a Principal Party (assuch term is hereinafter defined).

**"Transaction Person"
 with respect to a Transaction shall mean (i) any Person who (x) is orwill become an Acquiring Person or a Principal Party (as such term is hereinafter defined) if the Transaction were to be consummatedand (y) directly or indirectly proposed or nominated a director of the Company which director is in office at the time ofconsideration of the Transaction, or (ii) an Affiliate or Associate of such a Person.

**Appointment of Rights Agent
.  The Company hereby appoints the Rights Agentto act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts suchappointment.  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 liablefor, the acts or omissions of any such co-Rights Agent.

**Issue of Right Certificates
.

Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (orsuch later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an AcquiringPerson) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (otherthan the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or anyentity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intentionof any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiaryof the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchangeoffer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which wouldresult in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to theissuance of the Rights, the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights willbe evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also bedeemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive RightCertificates therefor) will be transferable only in connection with the transfer of Common Shares.  As soon as practicable after theDistribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to besent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of CommonShares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, aRight Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for eachCommon Share so held, subject to the adjustment provisions of Section 11 of this Rights Agreement.  As of the Distribution Date, theRights will be evidenced solely by such Right Certificates.

On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through theRights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of ExhibitC hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of theClose of Business on the Record Date, at the address of such holder shown on the records of the Company.  With respect tocertificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by suchcertificates registered in the names of the holders thereof.  Until the Distribution Date (or the earlier of the Redemption Date andthe Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall alsoconstitute the transfer of the Rights associated with the Common Shares represented thereby.

Certificates for Common Shares which become outstanding (including, without limitation, reacquired CommonShares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the DistributionDate, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to themthe following legend:

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a RightsAgreement between Walker Interactive Systems, Inc. (the "Company") and Fleet National Bank, a National Banking Association,as Rights Agent (the "Rights Agent"), dated as of June 1, 2000, as amended from time to time (the "RightsAgreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principalexecutive offices of the Company.  Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidencedby separate certificates and will no longer be evidenced by this certificate.  The Company will mail to the holder of thiscertificate a copy of the Rights Agreement without charge after receipt of a written request therefor.  As described in the RightsAgreement, Rights issued to any Person who becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the RightsAgreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shallbecome null and void.

With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rightsassociated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrenderfor transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares representedthereby.  In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the DistributionDate, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled toexercise any Rights associated with the Common Shares which are no longer outstanding.  Notwithstanding this Section 3(c), theomission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of theRights.
**Form of Right Certificates
. 

The Right Certificates (and the form of election to purchase Preferred Shares, the form of assignment and theform of certification to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have suchmarks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deemappropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicablelaw or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system onwhich the Rights may from time to time be listed, or to conform to usage.  Subject to the provisions of Sections 7, 11 and 22 hereof,the Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shallbe set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), butthe number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as providedherein.

Any Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights which arenull and void pursuant to Section 11(a)(ii) hereof and any Right Certificate issued pursuant to Section 6 or Section 11 hereof upontransfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain (to theextent feasible) the following legend:

The Rights represented by this Right Certificate are or were beneficially owned by a Person who was or became anAcquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement).Accordingly, this Right Certificate and the Rights represented hereby are null and void.

The provisions of Section 11(a)(ii) hereof shall be operative whether or not the foregoing legend is contained onany such Right Certificate.
**Countersignature and Registration
.  The Right Certificates shall beexecuted on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Vice Chairman of theBoard, its Chief Financial Officer, or any of its Vice Presidents, either manually or by facsimile signature, shall have affixedthereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company,either manually or by facsimile signature.  The Right Certificates shall be manually countersigned by the Rights Agent and shall notbe valid for any purpose unless countersigned.  In case any officer of the Company who shall have signed any of the RightCertificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery bythe Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Companywith the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of theCompany; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution ofsuch Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of theexecution of this Agreement any such person was not such an officer.

Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for suchpurpose, books for registration and transfer of the Right Certificates issued hereunder.  Such books shall show the names andaddresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the RightCertificates and the date of each of the Right Certificates.
**Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,Destroyed, Lost or Stolen Right Certificates
.  Subject to the provisions of Section 11(a)(ii), Section 14 and Section 24hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the earlier ofthe Redemption Date or the Final Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combinedor exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of oneone-hundredths of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase.Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make suchrequest in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred,split up, combined or exchanged at the office of the Rights Agent designated for such purpose.  Neither the Rights Agent nor theCompany shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate untilthe registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of suchRight Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former BeneficialOwner) or Affiliates or Associates thereof as the Company shall reasonably request.  Thereupon the Rights Agent shall, subject toSection 11(a)(ii), Section 14 and Section 24 hereof, countersign and deliver to the person entitled thereto a Right Certificate orRight Certificates, as the case may be, as so requested.  The Company may require payment of a sum sufficient to cover any tax orgovernmental charge that may be imposed in connection with any transfer, split up, combination or exchange of RightCertificates.

Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft,destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonablysatisfactory to them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expensesincidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company willissue, execute and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to theregistered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Rights Agreement toprovide for uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates.
**Exercise of Rights; Purchase Price; Expiration Date of Rights
. 

The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwiseprovided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the formof election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designatedfor such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other numberof shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on May31, 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof(the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.

The purchase price (the "Purchase Price") for each one one-hundredth of a Preferred Share pursuantto the exercise of a Right shall initially be $30.00 and shall be subject to adjustment from time to time as provided in Sections 11and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.

Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchaseduly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicabletransfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof by certified check,cashier's check, bank draft or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A)requisition from any transfer agent for the Preferred Shares certificates for the number of Preferred Shares to be purchased and theCompany hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company, in its solediscretion, shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depository,requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as areto be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transferagent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) whenappropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance withSection 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon theorder of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and(iv) when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate.  Inthe event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) ofthe Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities areavailable for distribution by the Rights Agent, if and when appropriate.

In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the RightsAgent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereonthat the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, iffewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the RightCertificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidencedthereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agentto the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14hereof.

The Company covenants and agrees that it will cause to be reserved and kept available out of its authorizedand unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient topermit the exercise in full of all outstanding Rights in accordance with this Section 7.

Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall beobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth inthis Section 7 unless such registered holder shall have (i) completed and signed the certification following the form of election topurchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additionalevidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Companyshall reasonably request.

**Cancellation and Destruction of Right Certificates
.  All RightCertificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to theCompany or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if delivered orsurrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except asexpressly permitted by any of the provisions of this Agreement.  The Company shall deliver to the Rights Agent for cancellation andretirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Companyotherwise than upon the exercise thereof.  The Rights Agent shall deliver all canceled Right Certificates to the Companyapproximately one and one-half years after the cancellation date, or shall, at the written request of the Company and after anySecurities and Exchange Commission-required retention period, destroy such canceled Right Certificates, and in such case shalldeliver a certificate of destruction thereof to the Company.

**Availability of Preferred Shares
.  The Company covenants and agrees thatso long as the Preferred Shares (and, after the time a person becomes an Acquiring Person, Common Shares or any other securities)issuable upon the exercise of the Rights may be listed on any national securities exchange or quotation system, the Company shall useits best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to belisted on such exchange or quotation system upon official notice of issuance upon such exercise.

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

The Company further covenants and agrees that it will pay when due and payable any and all federal and statetransfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any PreferredShares upon the exercise of Rights.  The Company shall not, *however,* be required to pay any transfer tax which may be payablein respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates ordepositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencingRights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon theexercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate atthe time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

As soon as practicable after the Distribution Date, the Company shall use its best efforts to: 

prepare and file a registration statement under the Securities Act of 1933, as amended (the "Act"),with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, will use its bestefforts to cause such registration statement to become effective as soon as practicable after such filing and will use its bestefforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act)until the Final Expiration Date; and 

use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of theRights under the blue sky laws of such jurisdictions as may be necessary or appropriate.

**Preferred Shares Record Date
.  Each person in whose name any certificatefor Preferred Shares or other securities is issued upon the exercise of Rights shall for all purposes be deemed to have become theholder of record of the Preferred Shares or other securities represented thereby on, and such certificate shall be dated, the dateupon which the Right Certificate evidencing such Rights was duly surrendered with the forms of election and certification dulyexecuted and payment of the Purchase Price (and any applicable transfer taxes) was made; 
provided, however,
 that if the dateof such surrender and payment is a date upon which the Preferred Shares or other securities 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 nextsucceeding Business Day on which the Preferred Shares or other securities transfer books of the Company are open.  Prior to theexercise of the Rights evidenced thereby, the holder of a Right Certificate, as such, shall not be entitled to any rights of a holderof Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividendsor other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings ofthe Company, except as provided herein.

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

In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on thePreferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding PreferredShares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the PreferredShares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing orsurviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the recorddate for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind ofshares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after suchtime shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercisedimmediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open, such holder wouldhave owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification;
provided, however,
 that in no event shall the consideration to be paid upon the exercise of one Right be less than theaggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right.  If an event occurs whichwould require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section11(a)(i) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a)(ii) hereof.

Subject to Section 24 hereof and the provisions of the next paragraph of this Section 11(a)(ii), in the eventany Person shall become an Acquiring Person, each holder of a Right shall, at any time after the later of such time any Personbecomes an Acquiring Person or the effective date of an appropriate registration statement under the Act pursuant to Section 9 hereofhave a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of oneone-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieuof Preferred Shares, such number of Common Shares as shall equal the result obtained by (A) multiplying the then current PurchasePrice by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B)50% of the then current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) on the date suchPerson became an Acquiring Person; 
provided, however,
 that if the transaction that would otherwise give rise to the foregoingadjustment is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and noadjustment shall be made pursuant to this Section 11(a)(ii).  In the event that any Person shall become an Acquiring Person and theRights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to beafforded by the Rights.

Notwithstanding anything in this Agreement to the contrary, from and after the time any Person becomes anAcquiring Person, any Rights beneficially owned by (i) such Acquiring Person or an Associate or Affiliate of such Acquiring Person,(ii) a transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the AcquiringPerson became such, or (iii) a transferee of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transfereeprior to or concurrently with the Acquiring Person's 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 Personwith whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) atransfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as aprimary purpose or effect the avoidance of this Section 11(a)(ii), shall become null and void without any further action and noholder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement orotherwise.  The Company shall use all reasonable efforts to insure that the provisions of this Section 11(a)(ii) and Section 4(b)hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failureto make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.  No RightCertificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant tothe preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; andany Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to thepreceding sentence shall be canceled.

In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if a majorityof the Board of Directors then in office determines that such action is necessary or appropriate and not contrary to the interests ofholders of Rights, elect to (and, in the event that the Board of Directors has not exercised the exchange right contained in Section24(c) hereof and there are not sufficient treasury shares and authorized but unissued Common Shares to permit the exercise in full ofthe Rights in accordance with the foregoing subparagraph (ii), the Company shall) take all such action as may be necessary toauthorize, issue or pay, upon the exercise of the Rights, cash (including by way of a reduction of the Purchase Price), property,Common Shares, other securities or any combination thereof having an aggregate value equal to the value of the Common Shares whichotherwise would have been issuable pursuant to Section 11(a)(ii) hereof, which aggregate value shall be determined by a nationallyrecognized investment banking firm selected by a majority of the Board of Directors then in office.  For purposes of the precedingsentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof.  Any such election by the Board ofDirectors must be made within 60 days following the date on which the event described in Section 11(a)(ii) hereof shall haveoccurred.  Following the occurrence of the event described in Section 11(a)(ii) hereof, a majority of the Board of Directors then inoffice may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described inSection 11(a)(ii) hereof shall have occurred to the extent that such directors have not determined whether to exercise their rightsof election under this Section 11(a)(iii).  In the event of any such suspension, the Company shall issue a public announcementstating that the exercisability of the Rights has been temporarily suspended.

In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders ofPreferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchasePreferred Shares (or shares having the same designations and the powers, preferences and rights, and the qualifications, limitationsand restrictions as the Preferred Shares ("equivalent preferred shares")) or securities convertible into Preferred Sharesor equivalent preferred shares at a price per Preferred Share or equivalent preferred share (or having a conversion price per share,if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price ofthe Preferred Shares (as such term is hereinafter defined) on such record date, the Purchase Price to be in effect after such recorddate shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, thenumerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares whichthe aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or theaggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price andthe denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additionalPreferred Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertiblesecurities so to be offered are initially convertible); 
provided, however,
 that in no event shall the consideration to be paidupon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable uponexercise of one Right.  In case such subscription price may be paid in a consideration part or all of which shall be in a form otherthan cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whosedetermination shall be described in a statement filed with the Rights Agent.  Preferred Shares owned by or held for the account ofthe Company shall not be deemed outstanding for the purpose of any such computation.  Such adjustment shall be made successivelywhenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Priceshall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

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

For the purpose of any computation hereunder, the "current per share market price" of any security(a "Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closingprices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to suchdate; 
provided, however,
 that in the event that the current per share market price of the Security is determined during aperiod following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in sharesof such Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Securityor securities convertible into such shares, or (C) any subdivision, combination or reclassification of such Security and prior to theexpiration of 30 Trading Days 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 toreflect 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, ineither case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted totrading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, asreported in the principal consolidated transaction reporting system with respect to securities listed on the principal nationalsecurities exchange on which the Security is listed or admitted to trading or as reported on the Nasdaq National Market or, if theSecurity is not listed or admitted to trading on any national securities exchange or reported on the Nasdaq National Market, the lastquoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported bythe National Association of Securities Dealers, Inc. Automated Quotations System ("Nasdaq") or such other system then inuse, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices asfurnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company or, if onany such date no professional market maker is making a market in the Security, the price as determined in good faith by the Board ofDirectors.  The term "Trading Day" shall mean a day on which the principal national securities exchange on which theSecurity is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted totrading on any national securities exchange, a Business Day.

For the purpose of any computation hereunder, the "current per share market price" of the PreferredShares shall be determined in accordance with the method set forth in Section 11(d)(i) hereof.  If the Preferred Shares are notpublicly traded, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be thecurrent per share market price of the Common Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted toreflect any stock split, stock dividend or similar transaction occurring after the date hereof) multiplied by one hundred.  Ifneither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, "current per share marketprice" shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whosedetermination shall be described in a statement filed with the Rights Agent.

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

If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafterexercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, thereafter thenumber of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner andon terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Sections 11(a)through 11(c) hereof, inclusive, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Shares shallapply on like terms to any such other shares.

All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereundershall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a Preferred Sharepurchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

Unless the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustmentof the Purchase Price as a result of the calculations made in Section 11(b) and Section 11(c) hereof, each Right outstandingimmediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price,that number of one one-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by(i) multiplying (x) the number of one one-hundredths of a Preferred Share covered by a Right immediately prior to this adjustment by(y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtainedby the Purchase Price in effect immediately after such adjustment of the Purchase Price.

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

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

Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth ofthe then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate actionwhich may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid andnonassessable Preferred Shares at such adjusted Purchase Price.

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

The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted bySection 23 or Section 27 hereof, take (or permit any Subsidiary to take) any action the purpose of which is to, or if at the timesuch action is taken it is reasonably foreseeable that the effect of such action is to, materially diminish or eliminate the benefitsintended to be afforded by the Rights.  Any such action taken by the Company during any period after any Person becomes an AcquiringPerson but prior to the Distribution Date shall be null and void unless such action could be taken under this Section 11(m) from andafter the Distribution Date.

Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make suchreductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent thatit in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares,issuance wholly for cash of any Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Sharesor securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payablein Preferred Shares or issuance of rights, options or warrants referred to hereinabove in Section 11(b), hereafter made by theCompany to holders of its Preferred Shares shall not be taxable to such stockholders.

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

The exercise of Rights under Section 11(a)(ii) hereof shall only result in the loss of rights under Section11(a)(ii) hereof to the extent so exercised and shall not otherwise affect the rights represented by the Rights under this Agreement,including the rights represented by Section 13 hereof.

**Certificate of Adjusted Purchase Price or Number of Shares
.  Whenever anadjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth suchadjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transferagent for the Common Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder ofa Right Certificate in accordance with Section 25 hereof.  The Rights Agent shall be fully protected in relying on any suchcertificate and on any adjustment therein contained and shall not be deemed to have knowledge of any adjustment unless and until itshall have received such certificate.

**Consolidation, Merger or Sale or Transfer of Assets or EarningPower
.

In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the DistributionDate, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if insuch merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if insuch merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company,or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, inthe case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting powerrepresented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities ofthe Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securitiesnot having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (orone or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning poweraggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any InterestedStockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (otherthan the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does notviolate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subjectto Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current PurchasePrice multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance withthe terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (assuch term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, asshall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of aPreferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of suchPrincipal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale ortransfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, saleor transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shallthereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shallapply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation ofa sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as maybe necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to itsCommon Shares thereafter deliverable upon the exercise of the Rights.

"Principal Party" shall mean:

in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof,the Person that is the issuer of any securities into which Common Shares are converted in such merger or consolidation, and if nosecurities are so issued, the Person that is the other party to the merger or consolidation (or, if applicable, the Company, if it isthe surviving corporation); and

in the case of any transaction described in (z) of the first sentence of Section 13(a) hereof, the Person thatis the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction ortransactions;

provided, however, that in any case, (1) if the Common Shares of such Person are not at such time and havenot been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, and such Person is a director indirect subsidiary or Affiliate of another Person the Common Shares of which are and have been so registered, "PrincipalParty" shall refer to such other Person; (2) if such Person is a subsidiary, directly or indirectly, or Affiliate of more thanone Person, the Common Shares of two or more of which are and have been so registered, "Principal Party" shall refer towhichever of such Persons is the issuer of the Common Shares having the greatest aggregate market value; and (3) if such Person isowned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by thesame Person, the rules set forth in (1) and (2) above shall apply to each of the chains of ownership having an interest in such jointventure as if such party were a "subsidiary" of both or all of such joint venturers and the Principal Parties in each suchchain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Personbear to the total of such interests.

The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Partyshall have a sufficient number of authorized Common Shares that have not been issued or reserved for issuance to permit the exercisein full of the Rights in accordance with this Section 13 and unless prior thereto the Company and each Principal Party and each otherPerson who may become a Principal Party as a result of such consolidation, merger, sale or transfer shall have (i) executed anddelivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13and (ii) prepared, filed and had declared and remain effective a registration statement under the Act on the appropriate form withrespect to the Rights and the securities exercisable upon exercise of the Rights and further providing that, as soon as practicableafter the date of any consolidation, merger, sale or transfer of assets mentioned in paragraph (a) of this Section 13, the PrincipalParty at its own expense will:

cause the registration statement under the Act with respect to the Rights and the securities purchasable uponexercise of the Rights on an appropriate form to remain effective (with a prospectus at all times meeting the requirements of theAct) until the Final Expiration Date; 

use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of theRights under the blue sky laws of such jurisdictions as may be necessary or appropriate; 

list the Rights and the securities purchasable upon exercise of the Rights on each national securitiesexchange on which the Common Shares were listed prior to the consummation of such consolidation, merger, sale or transfer of assetsor on the Nasdaq National Market if the Common Shares were listed on the Nasdaq National Market or, if the Common Shares were notlisted on a national securities exchange or the Nasdaq National Market prior to the consummation of such consolidation, merger, saleor transfer of assets, on a national securities exchange or the Nasdaq National Market; and

deliver to holders of the Rights historical financial statements for the Principal Party and each of itsAffiliates which comply in all material respects with the requirements for registration on Form 10 under the ExchangeAct.

The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or othertransfers.

After the Distribution Date, the Company covenants and agrees that it shall not (i) consolidate with, (ii)merge with or into, or (iii) sell or transfer to, in one or more transactions, assets or earning power aggregating more than 50% ofthe assets or earning power of the Company and its subsidiaries taken as a whole, any other Person (other than a Subsidiary of theCompany in a transaction which does not violate Section 11(m) hereof), if (x) at the time of or after such consolidation, merger orsale there are any charter or bylaw provisions or any rights, warrants or other instruments or securities outstanding, agreements ineffect or any other action taken which would diminish or otherwise eliminate the benefits intended to be afforded by the Rights or(y) prior to, simultaneously with or immediately after such consolidation, merger or sale, the stockholders of the Person whoconstitutes, or would constitute, the "Principal Party" for purposes of Section 13(a) hereof shall have received adistribution of Rights previously owned by such Person or any of its Affiliates and Associates.  The Company shall not consummate anysuch consolidation, merger, sale or transfer unless prior thereto the Company and such other Person shall have executed and deliveredto the Rights Agent a supplemental agreement evidencing compliance with this Section 13(d).

**Fractional Rights and Fractional Shares
.  

The Company shall not be required to issue fractions of Rights or to distribute Right Certificates whichevidence fractional Rights.  In lieu of such fractional Rights, there shall be paid to the registered holders of the RightCertificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction ofthe current market value of a whole Right.  For the purposes of this Section 14(a), the current market value of a whole Right shallbe the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have beenotherwise issuable.  The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place onsuch day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidatedtransaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if theRights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transactionreporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed oradmitted to trading or as reported on the Nasdaq National Market or, if the Rights are not listed or admitted to trading on anynational securities exchange or reported on the Nasdaq National Market, the last quoted price or, if not so quoted, the average ofthe 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 onany such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by aprofessional market maker making a market in the Rights selected by the Board of Directors of the Company.  If on any such date nosuch market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by theBoard of Directors of the Company shall be used.

The Company shall not be required to issue fractions of Preferred Shares (other than fractions which areintegral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates whichevidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share).Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, beevidenced by depositary receipts; 
provided, however,
 that holders of such depositary receipts shall have all of thedesignations and the powers, preferences and rights, and the qualifications, limitations and restrictions to which they are entitledas beneficial owners of the Preferred Shares represented by such depositary receipts.  In lieu of fractional Preferred Shares thatare not integral multiples of one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of RightCertificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the currentmarket value of one Preferred Share.  For the purposes of this Section 14(b), the current market value of a Preferred Share shall bethe current per share market price of the Preferred Shares (as determined pursuant to the second sentence of Section 11(d)(i) hereof)for the Trading Day immediately prior to the date of such exercise (or, if not publicly traded, in accordance with Section 11(d)(ii)hereof).

Following the occurrence of one of the transactions or events specified in Section 11 hereof giving rise tothe right to receive Common Shares, capital stock equivalents (other than Preferred Shares) or other securities upon the exercise ofa Right, the Company shall not be required to issue fractions of Common Shares or units of such Common Shares, capital stockequivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares,capital stock equivalents or other securities.  In lieu of fractional Common Shares, capital stock equivalents or other securities,the Company shall pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided anamount in cash equal to the same fraction of the current market value of one Common Share or unit of such Common Shares, capitalstock equivalents or other securities.  For purposes of this Section 14(c), the current market value shall be the current per sharemarket price (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exerciseand, if such capital stock equivalent is not traded, each such capital stock equivalent shall have the value of one one-hundredth ofa Preferred Share.

The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractionalRights or any fractional shares upon exercise of a Right (except as provided above).

**Rights of Action
.  All rights of action in respect of this Agreement,excepting the rights of action given to the Rights Agent under Sections 18 and 20 hereof, are vested in the respective registeredholders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares) and anyregistered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of theRights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares), may, in hisown behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company toenforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Right Certificate in the manner providedin such Right Certificate and in this Agreement.  Without limiting the foregoing or any remedies available to the holders of Rights,it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreementand will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violationsof the obligations of any Person subject to, this Agreement.  Holders of Rights shall be entitled to recover the reasonable costs andexpenses, including attorneys fees, incurred by them in any action to enforce the provisions of this Agreement.

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

prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of theCommon Shares;

after the Distribution Date, the Right Certificates are transferable (subject to the provisions of this RightsAgreement) only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsedor accompanied by a proper instrument of transfer; and

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

**Right Certificate Holder Not Deemed a Stockholder
.  No holder, as such, ofany Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares orany other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shallanything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, anyof the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted tostockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings orother actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, orotherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisionshereof.

**Concerning the Rights Agent
.  The Company agrees to pay to the RightsAgent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, itsreasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and theexercise and performance of its duties hereunder.  The Company also agrees to indemnify the Rights Agent for, and to hold it harmlessagainst, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the RightsAgent, 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.  The indemnity provided herein shallsurvive the expiration of the Rights and the termination of this Agreement.

The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, sufferedor omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate forthe Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power ofattorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed byit to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, orotherwise upon the advice of counsel as set forth in Section 20 hereof.  In no case will the Rights Agent be liable for special,indirect, incidental or consequential or consequential loss or damage at any kind whatsoever (including but not limited to lostprofits), even if the Rights Agent has been advised of such loss or damage.
**Merger or Consolidation or Change of Name of Rights Agent
.  Anycorporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or anycorporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, orany corporation succeeding to the shareholder services or 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 onthe part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agentunder the provisions of Section 21 hereof.  In case at the time such successor Rights Agent shall succeed to the agency created bythis Agreement any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent mayadopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at thattime any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such RightCertificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such casessuch Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificatesshall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliverRight Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, theRights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases suchRight Certificates shall have the full force provided in the Right Certificates and in this Agreement.
**Duties of Rights Agent
.  The Rights Agent undertakes the duties andobligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of RightCertificates, by their acceptance thereof, shall be bound:

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

Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary ordesirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, suchfact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provedand established by a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, theChief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; andsuch certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under theprovisions of this Agreement in reliance upon such certificate.

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

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

The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or theexecution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of anyRight Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant orcondition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisabilityof the Rights (including the Rights becoming void pursuant to Section 11(a)(ii) hereof) 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 hereof, or the ascertaining of theexistence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by RightCertificates after receipt of a certificate pursuant to Section 12 hereof describing such change or adjustment); nor shall it by anyact hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Shares to beissued pursuant to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when issued, be validlyauthorized and issued, fully paid and nonassessable.

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 RightsAgent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance ofits duties hereunder from any one of the Chairman of the Board, the Chief Executive Officer, the President, the Chief FinancialOfficer, any Vice President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructionsin connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance withinstructions of any such officer or for any delay in acting while waiting for those instructions.  Any application by the RightsAgent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed tobe taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or afterwhich such action shall be taken or omitted and the Rights Agent shall not be liable for any action taken or omitted in accordancewith a proposal included in any such application on or after the date specified therein (which date shall not be less than threeBusiness Days after the date indicated in such application unless any such officer shall have consented in writing to an earlierdate) unless, prior to taking or omitting any such action, the Rights Agent has received written instructions in response to suchapplication specifying the action to be taken or omitted.

The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or dealin any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company maybe interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agentunder this Agreement.  Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for anyother legal entity.

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any dutyhereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for anyact, 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.

No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwiseincur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall bereasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is notreasonably assured to it.

If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, thecertificate attached to the form of assignment or form of election to purchase, as the case may be, has not been executed, the RightsAgent shall not take any further action with respect to such requested exercise of transfer without first consulting with theCompany.

**Change of Rights Agent
.  The Rights Agent or any successor Rights Agentmay resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to eachtransfer agent for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the RightCertificates by first-class mail.  The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice inwriting, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent for the Common Sharesor Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail.  If the RightsAgent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the RightsAgent.  If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after ithas been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of aRight Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registeredholder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent.  Anysuccessor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation business trust orlimited liability company organized and doing business under the laws of the United States or of any other state of the United Stateswhich is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examinationby 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 or (b) a direct or indirect wholly owned subsidiary of such an entity or its wholly-owning parent.  After appointment,the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originallynamed as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successorRights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deednecessary for the purpose.  Not later than the effective date of any such appointment the Company shall file notice thereof inwriting with the predecessor Rights Agent and each transfer agent for the Common Shares or Preferred Shares, and mail a noticethereof in writing to the registered holders of the Right Certificates.  Failure to give any notice provided for in this Section 21,
however,
 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent orthe appointment of the successor Rights Agent, as the case may be.

**Issuance of New Right Certificates
.  Notwithstanding any of the provisionsof this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights insuch form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number orkind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with theprovisions of this Agreement.  In addition, in connection with the issuance or sale of Common Shares following the Distribution Dateand prior to the earlier of the Redemption Date and the Final Expiration Date, the Company (a) shall with respect to Common Shares soissued or sold pursuant to the exercise of stock options or under any employee plan or arrangement in existence prior to theDistribution Date, or upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company and inexistence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board ofDirectors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance orsale; 
provided, however,
 that (i) the Company shall not be obligated to issue any such Right Certificates if, and to theextent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse taxconsequences to the Company or the Person to whom such Right Certificate would be issued, and (ii) no Right Certificate shall beissued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

**Redemption
. 

The Rights may be redeemed by action of the Board of Directors pursuant to Section 23(b) hereof and shall notbe redeemed in any other manner.

The Board of Directors of the Company may, at its option, at any time prior to the earlier of such time as anyPerson becoming an Acquiring Person or the Final Expiration Date, redeem all but not less than all of the then outstanding Rights ata redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transactionoccurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and theCompany may, at its option, pay the Redemption Price in Common Shares (based on the "current per-share market price," assuch term is defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form ofconsideration deemed appropriate by the Board of Directors.  The redemption of the Rights by the Board of Directors may be madeeffective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish.Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section11(a)(ii) hereof prior to the expiration or termination of the Company's right of redemption under this Section 23(b)(i).

In addition, the Board of Directors of the Company may, at its option, at any time after the time a Personbecomes an Acquiring Person and the expiration of any period during which the holder of Rights may exercise the rights under Section11(a)(ii) hereof but prior to any event described in clause (x), (y) or (z) of the first sentence of Section 13 hereof, redeem allbut not less than all of the then outstanding Rights at the Redemption Price (x) in connection with any merger, consolidation or saleor other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more ofthe assets or earning power of the Company and its subsidiaries (taken as a whole) in which all holders of Common Shares are treatedalike and not involving (other than as a holder of Common Shares being treated like all other such holders) an Interested Stockholderor a Transaction Person or (y)(A) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% or more ofthe then outstanding Common Shares, and (B) at the time of redemption no other Persons are Acquiring Persons.

Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rightspursuant to Section 23(b) hereof, and without any further action and without any notice, the right to exercise the Rights willterminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.  The Company shallpromptly give public notice of any such redemption; 
provided, however,
 that the failure to give, or any defect in, any suchnotice shall not affect the validity of such redemption.  Within 10 days after such action of the Board of Directors ordering theredemption of the Rights pursuant to Section 23(b) hereof, the Company shall mail a notice of redemption to all the holders of thethen outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to theDistribution Date, on the registry books of the transfer agent for the Common Shares, 
provided, however,
 that failure to give,or any defect in, any such notice shall not affect the validity of such redemption.  Any notice which is mailed in the manner hereinprovided shall be deemed given, whether or not the holder receives the notice.  Each such notice of redemption will state the methodby 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 inSection 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

The Company may, at its option, discharge all of its obligations with respect to any redemption of the Rightsby (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price tothe registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior tothe Distribution Date, on the registry books of the transfer agent for the Common Shares, and upon such action, all outstanding RightCertificates shall be null and void without any further action by the Company.

**Exchange
.

The Board of Directors of the Company may, at its option, at any time after any Person becomes an AcquiringPerson, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become voidpursuant to the provisions of Section 11(a)(ii) 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 (suchexchange ratio being hereinafter referred to as the "Exchange Ratio").  Notwithstanding the foregoing, the Board ofDirectors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of theCompany, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to theterms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more ofthe Common Shares then outstanding.

Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rightspursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights shallterminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to thenumber of such Rights held by such holder multiplied by the Exchange Ratio.  The Company shall promptly give public notice of anysuch exchange; 
provided, however,
 that the failure to give, or any defect in, such notice shall not affect the validity ofsuch exchange.  The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their lastaddresses as they appear upon the registry books of the Rights Agent; 
provided, however,
 that the failure to give, or anydefect in, such notice shall not affect the validity of such exchange.  Any notice which is mailed in the manner herein providedshall be deemed given, whether or not the holder receives the notice.  Each such notice of exchange will state the method by whichthe exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights whichwill be exchanged.  Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which havebecome void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

In lieu of issuing Common Shares in accordance with Section 24(a) hereof, the Company may, if a majority ofthe Board of Directors then in office determines that such action is necessary or appropriate and not contrary to the interests ofthe holders of Rights, elect to (and, in the event that there are not sufficient treasury shares and authorized but unissued CommonShares to permit any exchange of the Rights in accordance with Section 24(a) hereof, the Company shall) take all such action as maybe necessary to authorize, issue or pay, upon the exchange of the Rights, cash (including by way of a reduction of the PurchasePrice), property, Common Shares, other securities or any combination thereof having an aggregate value equal to the value of theCommon Shares which otherwise would have been issuable pursuant to Section 24(a) hereof, which aggregate value shall be determined bya nationally recognized investment banking firm selected by a majority of the Board of Directors then in office.  For purposes of thepreceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof.  Any election pursuant tothis Section 24(c) by the Board of Directors must be made within 60 days following the date on which the event described in Section11(a)(ii) hereof shall have occurred.  Following the occurrence on the event described in Section 11(a)(ii) hereof, a majority of theBoard of Directors then in office may suspend the exercisability of the Rights for a period of up to 60 days following the date onwhich the event described in Section 11(a)(ii) hereof shall have occurred to the extent that such directors have not determinedwhether to exercise their rights of election under this Section 24(c).  In the event of any such suspension, the Company shall issuea public announcement stating that the exercisability of the Rights has been temporarily suspended.

The Company shall not be required to issue fractions of Common Shares or to distribute certificates whichevidence fractional Common Shares.  In lieu of such fractional Common Shares, the Company shall pay to the registered holders of theRight Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the samefraction of the current market value of a whole Common Share.  For the purposes of this Section 24(d), the current market value of awhole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)hereof) for the Trading Day immediately after the date of the first public announcement by the Company that an exchange is to beeffected pursuant to this Section 24.

The Company shall not be required to issue fractions of Preferred Shares (other than fractions which areintegral multiples of one one-hundredth of a Preferred Share) upon exchange of the Rights or to distribute certificates whichevidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share).Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, beevidenced by depositary receipts; 
provided, however,
 that holders of such depositary receipts shall have all of thedesignations and the powers, preferences and rights, and the qualifications, limitations and restrictions to which they are entitledas beneficial owners of the Preferred Shares represented by such depositary receipts.  In lieu of fractional Preferred Shares thatare not integral multiples of one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of RightCertificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the currentmarket value of one Preferred Share.  For the purposes of this Section 24(e), the current market value of a Preferred Share shall beone hundred (100) times the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)hereof) for the Trading Day immediately after  the date of the first public announcement by the Company that an exchange is to beeffected pursuant to this Section 24.

**Notice of Certain Events
.  

In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of itsPreferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cashdividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additionalPreferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification ofits Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effectany consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries toeffect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and itsSubsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or(vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination orconsolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in eachsuch case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of suchproposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants,or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to takeplace and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is tobe fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior tothe record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such otheraction, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holdersof the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon aspracticable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrenceof such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii)hereof.

**(c)	Prior to the Distribution Date, any notice required to be given to each holder of a RightCertificate may be delivered by the Company by making an appropriate filing with the Securities and Exchange Commission in accordancewith the General Rules and Regulations under the Exchange Act.
**Notices
.  Notices or demands authorized by this Agreement to be given ormade by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sentby first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) asfollows:

**Walker Interactive Systems, Inc.**
Marathon Plaza, Three North

303 Second Street

San Francisco, California  94107

Attention:  Corporate Secretary

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

a National Banking Association

c/o EquiServe Limited Partnership

150 Royall Street

Canton, MA  02021

Attn:  Client Administration

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to theholder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to suchholder at the address of such holder as shown on the registry books of the Company.
**Supplements and Amendments
.  Prior to the Distribution Date and so long asthe Rights are then redeemable, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provisionof this Agreement without the approval of any holders of the Rights.  From and after the Distribution Date, the Company and theRights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without theapproval of any holders of Right Certificates in order to (i) cure any ambiguity, (ii) correct or supplement any provision containedherein which may be defective or inconsistent with any other provisions herein, or (iii) change any other provisions with respect tothe Rights which the Company may deem necessary or desirable; 
provided, however,
 that no such supplement or amendment shall bemade which would adversely affect the interests of the holders of Rights (other than the interests of an Acquiring Person or itsAffiliates or Associates).  Any supplement or amendment adopted during any period after any Person has become an Acquiring Person butprior to the Distribution Date shall become null and void unless such supplement or amendment could have been adopted by the Companyfrom and after the Distribution Date.  Any such supplement or amendment shall be evidenced by a writing signed by the Company and theRights Agent.  Upon delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement oramendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment unless theRights Agent shall have determined in good faith that such supplement or amendment would adversely affect its interest under thisAgreement.  Prior to the Distribution Date and so long as the Rights are then redeemable, the interests of the holders of Rightsshall be deemed coincident with the interests of the holders of Common Shares.

**Determination and Actions by the Board of Directors, Etc.
  For allpurposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposesof determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is theBeneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulationsunder the Exchange Act as in effect on the date of this Agreement.  The Board of Directors of the Company shall have the exclusivepower and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or theCompany, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right andpower to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable forthe administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement).  Allsuch actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions withrespect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the RightsAgent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

**Successors
.  All the covenants and provisions of this Agreement by or forthe benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assignshereunder.

**Benefits of this Agreement
.  Nothing in this Agreement shall be construedto give to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates(and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but thisAgreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the RightCertificates (and, prior to the Distribution Date, the Common Shares).

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

**Governing Law
.  This Agreement and each Right Certificate issued hereundershall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construedin accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

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

**Descriptive Headings
.  Descriptive headings of the several Sections ofthis Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisionshereof.

**In Witness Whereof, parties whereto have caused this Agreement to be duly executed, all as of the day andyear first above written.
**Attest:	Walker Interactive Systems, Inc.

 
**Alan C. Mendelson****Frank M. Richardson****Secretary****Chief Executive Officer**** 

Attest:	Fleet National Bank, 

	a National Banking Association**
 

By: 		By: 	
Title: 		Title: 		
 

 

SECTION 1.	Certain Definitions	1
SECTION 2.	Appointment of Rights Agent	4

SECTION 3.	Issue of Right Certificates	4

SECTION 4.	Form of Right Certificates	6

SECTION 5.	Countersignature and Registration	6

SECTION 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen RightCertificates	7

SECTION 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	7

SECTION 8.	Cancellation and Destruction of Right Certificates	9

SECTION 9.	Availability of Preferred Shares	9

SECTION 10.	Preferred Shares Record Date	10

SECTION 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	10

SECTION 12.	Certificate of Adjusted Purchase Price or Number of Shares	17

SECTION 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	17

SECTION 14.	Fractional Rights and Fractional Shares	20

SECTION 15.	Rights of Action	21

SECTION 16.	Agreement of Right Holders	22

SECTION 17.	Right Certificate Holder Not Deemed a Stockholder	22

SECTION 18.	Concerning the Rights Agent	22

SECTION 19.	Merger or Consolidation or Change of Name of Rights Agent	23

SECTION 20.	Duties of Rights Agent	23

SECTION 21.	Change of Rights Agent	25

SECTION 22.	Issuance of New Right Certificates	26

SECTION 23.	Redemption	27

SECTION 24.	Exchange	28

SECTION 25.	Notice of Certain Events	30

SECTION 26.	Notices	30

SECTION 27.	Supplements and Amendments	31

SECTION 28.	Determination and Actions by the Board of Directors, Etc.	32

SECTION 29.	Successors	32

SECTION 30.	Benefits of this Agreement	32

SECTION 31.	Severability	32

SECTION 32.	Governing Law	32

SECTION 33.	Counterparts	32

SECTION 34.	Descriptive Headings	32********************************************************************************************************