RIGHTS AGREEMENT (the “Rights Agreement”), effective
as of February 19, 2010, between SHEERVISION, INC., a Delaware
corporation (the “Company”) with executive
offices at 4030 Palos Verdes Drive N., Suite 104, Rolling Hills California
90274, and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, (the “Rights Agent”), a New York
corporation with executive offices located at 17 Battery Place, 8th Floor,
New York, New York 10004.

    


    INTRODUCTION

    


    On February 19, 2010, the Board of
Directors of the Company (the “Board of Directors”)
authorized and declared a dividend of one common share purchase Right (as
hereinafter defined) for each share of Common Stock (as hereinafter defined)
outstanding at the close of business on February 19, 2010, (the “Record Date”), each right
representing the right to purchase one share of Common Stock upon the terms, and
subject to the conditions, herein set forth.  At that time, the Board
of Directors further authorized and directed the issuance of one right with
respect to each share of Common Stock that became outstanding between the Record
Date and the Distribution Date (as hereinafter defined).

    


    AGREEMENT

    


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

    


    Section 1. Certain
Definitions.  Purposes of this
Rights Agreement, the following terms have the meanings set forth
below:

    


    (a) “Acquiring Person” shall mean
any Person who or which, together with all Affiliates and Associates of such
Person, shall become, at any time after the date of this Rights Agreement
(whether or not such status continues for any period), the Beneficial Owner of
shares of Common Stock representing 15% or more of the Common Stock then
outstanding, other than as a result of a Permitted Offer, or any Person who or
which, on the date hereof, together with all Affiliates and Associates of such
Person, owns in excess of 15% or more of the Common Stock outstanding as of the
date hereof, who or which becomes, at any time after the date hereof (whether or
not such status continues for any period), the Beneficial Owner of additional
shares of Common Stock representing 1% or more of the Common Stock then
outstanding above that number of shares of Common Stock of which such Person,
together with all Affiliates and Associates of such Person, was the Beneficial
Owner on the date hereof, other than as a result of a Permitted
Offer.  Notwithstanding the foregoing, (A) the term “Acquiring Person” shall not
include (i) the Company, any Subsidiary of the Company, or any employee benefit
plan of the Company or any Subsidiary of the Company, or (ii) any Person, which
together with all Affiliates and Associates of such Person, shall become the
Beneficial Owner of 15% or more of the then outstanding Common Stock as a result
of the acquisition of shares of Common Stock directly from the Company following
the date hereof (provided, however, that if, after such acquisition, such
Person, or an Affiliate or Associate of such Person, becomes the Beneficial
Owner of any additional shares of Common Stock in an acquisition not made
directly from the Company, then such Person shall be deemed an Acquiring
Person), or (iii) any Person, which together with all Affiliates and Associates
of such Person, owns in excess of 15% or more of the Common Stock outstanding as
of the date hereof, shall become the Beneficial Owner of an additional 1% or
more of the then outstanding Common Stock as a result of the acquisition of
shares of Common Stock directly from the Company following the date hereof
(provided, however, that if, after such acquisition, such Person, or an
Affiliate or Associate of such Person, becomes the Beneficial Owner of any
additional shares of Common Stock in an acquisition not made directly from the
Company, then such Person shall be deemed an Acquiring Person) and (B) no Person
shall be deemed to be an “Acquiring Person” either (X)
as a result of the acquisition of shares of Common Stock by the Company which,
by reducing the number of shares of Common Stock outstanding, increases the
proportional number of shares beneficially owned by such Person together with
all Affiliates and Associates of such Person; except that if (i) a Person would
become an Acquiring Person (but for the operation of this subclause (X)) as a
result of the acquisition of shares of Common Stock by the Company, and (ii)
after such share acquisition by the Company, such Person, or an Affiliate or
Associate of such Person, becomes the Beneficial Owner of any additional shares
of Common Stock, then such Person shall be deemed an Acquiring Person, or (Y) if
(x) (i) such Person, or an Affiliate or Associate of such Person inadvertently
becomes the Beneficial Owner of 15% or more of the outstanding Common Stock,
(ii) within eight days thereafter such Person notifies the Board of Directors
that such Person did so inadvertently, and (iii) within two days after such
notification, such Person is the Beneficial Owner of less than 15% of the
outstanding Common Stock, or (y) (i) such Person, together with all Affiliates
and Associates of such Person, that owns in excess of 15% or more of the Common
Stock outstanding as of the date hereof, shall inadvertently become the
Beneficial Owner of an additional 1% or more of the then outstanding Common
Stock, (ii) within eight days thereafter such Person notifies the Board of
Directors that such Person did so inadvertently, and (iii) within two days after
such notification, such Person is the Beneficial Owner of less than that number
of share of Common Stock held as of the date hereof plus 1% of the then
outstanding Common Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b)  “Affiliate” and “Associate” shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act.

    


    (c) A Person shall be deemed the
“Beneficial Owner” of,
and shall be deemed to have acquired “beneficial ownership” of, or to
“beneficially own”, any securities:

    


    
      	
               
      

            	
              (i)

            	
              which
      such Person or any of such Person’s Affiliates or Associates beneficially
      owns, directly or indirectly, as determined pursuant to Rule 13d-3 of the
      General Rules and Regulations under the Exchange Act as of the date
      hereof;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


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

    


    (d) “Board of Directors” shall
have the meaning set forth in the recitals to this Rights
Agreement.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    (g) “Common Stock,” when used with
reference to the Company, shall mean the Company’s common stock, par value
$0.001 per share, and any other class or classes or series of common stock of
the Company resulting from any subdivision, combination, recapitalization, or
reclassification of shares of such common stock.  “Common Stock” when used with
reference to any Person other than the Company shall mean the capital stock (or
equity interest) with the greatest voting power of such other Person or, if such
other Person is a Subsidiary of another Person, the Person or Persons which
ultimately control such first mentioned Person.

    


    (h) “Company” shall have the
meaning set forth in the introductory paragraph to this Rights
Agreement.

    


    (i) “Distribution Date” shall have
the meaning set forth in Section 3(a) hereof.

    


    (j) “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.

    


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

    


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

    


    (m) “Nasdaq” shall have the
meaning set forth in Section 11(d) hereof.

    


    (n) “Permitted Offer” shall mean a
tender or exchange offer or other offer which is for all outstanding Common
Stock at a price and on terms determined, prior to the purchase of shares under
such tender or exchange offer, by at least a majority of the members of the
Board of Directors who are not officers of the Company and who are not (or would
not be, if the offer were consummated) Acquiring Persons or Affiliates,
Associates, nominees, or representatives of an Acquiring Person, to be adequate
and otherwise in the best interest of the Company and its stockholders (other
than the Person or any Affiliate or Associate thereof on whose basis the offer
is being made).  In determining whether an offer is adequate or in the
best interests of the Company and its stockholders, the Board of Directors may
take into account all factors that it deems relevant including, without
limitation, (1) the consideration being offered in the proposal in relation to
the Board’s estimate of: (i) the current value of the Company in a freely
negotiated sale of either the Company by merger, consolidation, or otherwise, or
all or substantially all of the Company’s assets, (ii) the current value of the
Company if orderly liquidated, and (iii) the future value of the Company over a
period of years as an independent entity discounted to current value; (2) then
existing political, economic, and other factors bearing on security prices
generally or the current market value of the Company’s securities in particular;
(3) whether the proposal might violate federal, state, or local laws; (4) the
financial conditions and earnings prospects of the person making the proposal,
including the person’s ability to service its debt and other existing or likely
financial obligations; and (5) the competence, experience, and integrity of the
person making the acquisition proposal.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (o) “Person” shall mean any
individual, firm, partnership, corporation, trust, association, joint venture,
or other entity, and shall include any successor (by merger or otherwise) of
such entity.  Notwithstanding anything herein to the contrary, when
two or more Persons act as a partnership, limited partnership, syndicate, or
other group for the purpose of acquiring, holding, or disposing of shares of
Common Stock or other securities of the Company, such partnership, limited
partnership, syndicate, or group shall be deemed a “Person” for the purposes of
this Agreement.

    


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

    


    (q) “Purchase Price” shall have
the meaning set forth in Section 7(a) hereof.

    


    (r) “Record Date” shall have the
meaning set forth in the recitals to this Rights Agreement.

    


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

    


    (t) “Redemption Price” shall have
the meaning set forth in Section 23 hereof.

    


    (u) “Rights” shall mean the rights
to purchase shares of Common Stock authorized by the Board of Directors of the
Company after the Record Date.

    


    (v) “Rights Agent” shall have the
meaning set forth in the introductory paragraph to this Rights
Agreement.

    


    (w) “Rights Agreement” shall have
the meaning set forth in the introductory paragraph to this Rights
Agreement.

    


    (x) “Right Certificates” shall
have the meaning set forth in the Section 3(a) hereof.

    


    (y) “Securities Act” shall mean
the Securities Act of 1933, as amended.

    


    (z) “Shares Acquisition Date”
shall mean the first date of a public announcement (which, for purposes of this
definition, shall include, without limitation, a report filed pursuant to
Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become such; provided, that, if such Person is
determined not to have become an Acquiring Person pursuant to Section 1(a)
hereof, then no Shares Acquisition Date shall be deemed to have
occurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    (bb) “Summary of Rights” shall have
the meaning set forth in Section 3(b) hereof.

    


    (cc) “Trading Day” shall have the
meaning set forth in Section 11(d) hereof.

    


    (dd) “Voting Securities” shall have
the meaning set forth in Section 13(a) hereof.

    


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

    


    Section 3. Issue of Right
Certificates.

    


    (a) Until the earlier of (i) the
close of business on the tenth day after the Shares Acquisition Date, or (ii)
the close of business on the tenth day (or such later date as may be determined
by action of the Board of Directors of the Company prior to such time as any
Person becomes an Acquiring Person) after the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company or any
entity holding shares of Common Stock for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule 14d-2 of
the General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be either (X) the Beneficial Owner of 15% or more of
the shares of Common Stock then outstanding, or (Y) the Beneficial Owner of an
additional 1% of the Common Stock then outstanding, provided (with respect to
clause (Y)) such Person owned in excess of 15% or more of Common Stock
outstanding as of the date hereof (the earlier of such dates being herein
referred to as the “Distribution Date”), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by
the certificates for the shares of Common Stock registered in the names of the
holders thereof (which certificates shall also be deemed to be certificates for
Rights) and not by separate certificates, and (y) the Rights (and the right to
receive separate certificates (“Right Certificates”)) will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company) as more fully set out
below.  As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send) by first-class, postage-prepaid mail, to each record holder of shares of
Common Stock as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right Certificate,
which shall be in substantially the form of Exhibit A hereto, evidencing one
Right for each share of Common Stock so held.  As of and after the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b) As promptly as reasonably
practicable following the Record Date, the Company will send a copy of a Summary
of Rights to Purchase Shares of Common Stock, in substantially the form of
Exhibit B hereto (the “Summary
of Rights”), by first-class, postage-prepaid mail, to each record holder
of shares of Common Stock as of the close of business on the Record Date, at the
address of such holder shown on the records of the Company.  Until the
Distribution Date (or the earlier of the Redemption Date or the Final Expiration
Date), the surrender for transfer of any certificate for shares of Common Stock
outstanding, with or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with such shares of
Common Stock.

    


    (c) Certificates for shares of
Common Stock which become outstanding (including, without limitation, reacquired
shares which are subsequently disposed of by the Company) after the Record Date,
but prior to the earliest of the Distribution Date, the Redemption Date, or the
Final Expiration Date, shall have impressed on, printed on, written on, or
otherwise affixed to them a legend in substantially the form set forth
below:

    


    “THIS CERTIFICATE ALSO EVIDENCES AND
ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS
AGREEMENT, AS IT MAY FROM TIME TO TIME BE SUPPLEMENTED OR AMENDED, BETWEEN
SHEERVISION, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE TERMS
OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SHEERVISION, INC. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED
OR EXCHANGED, MAY EXPIRE, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. SHEERVISION, INC. WILL MAIL TO THE
HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN
FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  UNDER CERTAIN
CIRCUMSTANCES, RIGHTS ISSUED TO, OR HELD BY, ACQUIRING PERSONS OR THEIR
AFFILIATES OR ASSOCIATES AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME
NULL AND VOID.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    With respect to such certificates
containing the foregoing legend, until the Distribution Date, the Rights
associated with the shares of Common Stock represented by such certificates
shall be evidenced by such certificates alone, and the surrender for transfer of
any such certificate shall also constitute the transfer of the Rights associated
therewith.  In the event that the Company purchases or acquires any
shares of Common Stock prior to the Distribution Date, any Rights associated
with such shares of Common Stock shall be deemed canceled and retired unless and
until such shares of Common Stock are subsequently issued by the Company so that
the Company shall not be entitled to exercise any Rights associated with the
shares of Common Stock which are no longer outstanding.

    


    Section 4. Form of Right
Certificates.

    


    (a) The Right Certificates (and
the forms of election to purchase and of assignment to be printed on the reverse
thereof) shall be substantially the same as provided for in Section 3(a) hereof
and may have such marks of identification or designation and such legends,
summaries, or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Rights Agreement, or as
may be required to comply with any applicable law or with any rule or regulation
made pursuant thereto, or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed, or to conform to usage.
Subject to the provisions of Section 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number and kind of shares of Common
Stock as shall be set forth therein at the price per share set forth therein,
but the number and kind of such shares of Common Stock and the price per share
shall be subject to adjustment as provided herein.

    


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

    


    “THE RIGHTS REPRESENTED BY THIS RIGHT
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE
AND THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID.”

    


    Notwithstanding the above provision,
failure to place such legend on any Right Certificate representing Rights which
are otherwise null and void pursuant to the terms of this Rights Agreement shall
not affect the null and void status of such Rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Section 5. Countersignature
and Registration.  The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, any of its Vice Presidents,
or its Treasurer, either manually or by facsimile signature, shall have affixed
thereto the Company’s seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature.  The Right Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any purpose unless
countersigned.  In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
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 principal office or offices
designated as the appropriate place for surrender or transfer of such Right
Certificate, books for registration and transfer of the Right Certificates
issued hereunder.  Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
on its face by each of the Right Certificates and the date of each of the Right
Certificates.

    


    Section 6. Transfer,
Split Up, Combination and Exchange of Right Certificates;
Mutilated,  Destroyed, Lost, or Stolen Right Certificates.  Subject to the
provisions of Section 14 hereof, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on the earlier of
the Redemption Date or the Final Expiration Date, any Right Certificate or Right
Certificates (other than Right Certificates representing Rights that have become
void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant
to Section 24 hereof) may be transferred, split up, combined, or exchanged for
another Right Certificate or Right Certificates, respectively, entitling the
registered holder to purchase a like number and kind of shares of Common Stock
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
such request in writing delivered to the Rights Agent, and shall surrender the
Right Certificate or Right Certificates to be transferred, split up, combined,
or exchanged at the principal office or offices of the Rights Agent designated
for such purpose.  Thereupon, the Rights Agent shall countersign and
deliver to the Person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested.  The Company may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination, or
exchange of Right Certificates.  Upon receipt by the Company and the
Rights Agent of evidence reasonably satisfactory to them of the loss, theft,
destruction, or mutilation of a Right Certificate, and, in case of loss, theft,
or destruction, of indemnity or security reasonably satisfactory to them, and,
at the Company’s request, reimbursement to the Company and the Rights Agent of
all reasonable expenses incidental thereto, and upon surrender to the Rights
Agent and cancellation of the Right Certificate if mutilated, the Company will
make and deliver a new Right Certificate of like tenor to the Rights Agent for
delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed, or mutilated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    (a) Subject to Section 11(a)(ii)
hereof, the registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the price per share
(rounded to the nearest cent) provided for in paragraph (b) below (the “Purchase Price”) for each
share of Common Stock as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on February 19, 2015 (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.

    


    (b) The Purchase Price for each
share of Common Stock pursuant to the exercise of a Right shall initially be
$1,200, subject to
adjustment from time to time as provided in Sections 11 and 13 hereof, and shall
be payable in lawful money of the United States of America in accordance with
paragraph (c) below.

    


    (c) Upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the Purchase Price for the
shares of Common Stock to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with Section 9 hereof by certified check, cashier’s check, or money
order payable to the order of the Company, the Rights Agent shall thereupon
promptly (i) requisition from any transfer agent of the Common Stock
certificates for the number and kind of shares of Common Stock to be purchased
(or depository receipts when appropriate) and the Company hereby irrevocably
authorizes its transfer agents to comply with all such requests, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof, (iii)
after receipt of such certificates, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder, and (iv) when appropriate,
after receipt, deliver such cash to or upon the order of the registered holder
of such Right Certificate.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) So long as the Common Stock
issuable upon the exercise of Rights may be listed on any national securities
exchange, the Company shall use its reasonable best efforts to cause all shares
reserved for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.

    


    (f) Notwithstanding the foregoing,
the Rights shall not be exercisable under any circumstances unless there shall
be at the time of exercise an effective registration statement under the
Securities Act relating to the issuance of the shares of Common Stock upon the
exercise thereof or the exchange thereof pursuant to Section 24
hereof.

    


    (g) Notwithstanding anything
herein to the contrary, no Right shall constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there by any sale of
Rights or the issuance of securities upon exercise of the Rights in any state in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such states.

    


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

    


    Section 9. Availability of Shares of
Common Stock.

    


    (a) The Company covenants and
agrees that it will cause to be reserved and kept available out of its
authorized and unissued Common Stock or any Common Stock held in its treasury,
the number and kind of shares of Common Stock that will be sufficient to permit
the exercise in full of all outstanding Rights in accordance with this Rights
Agreement.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (c) The Company covenants and
agrees that it will pay when due and payable any and all federal and state
transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any shares of Common Stock upon the
exercise of Rights.  The Company shall not, however, be required (i)
to pay any transfer tax which may be payable in respect of any transfer or
delivery of Right Certificates to a person other than, or the issuance or
delivery of certificates or depository receipts for the shares of Common Stock
in a name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise, or (ii) to issue or to deliver any
certificates for shares of Common Stock upon the exercise of any Rights until
any such tax shall have been paid (any such tax being payable by the holder of
such Right Certificate at the time of surrender) or until it has been
established to the Company’s reasonable satisfaction that no such tax is
due.

    


    Section 10. Record
Holders of Common Stock Issued Upon Exercise of Rights.  Each person in
whose name any certificate for shares of Common Stock is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of the shares of Common Stock represented thereby on, and such
certificate shall be dated, the date upon which the Right Certificate evidencing
such Rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; provided, however, that if the date of such
surrender and payment is a date upon which the Company’s transfer books for the
shares of Common Stock are closed, such person shall be deemed to have become
the record holder of such shares on, and such certificate shall be dated, the
next succeeding Business Day on which such transfer books are
open.  Prior to the exercise of the Rights evidenced thereby, the
holder of a Right Certificate shall not be entitled to any rights of a holder of
Common Stock for which the Rights evidenced thereby shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions, or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.

    


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

    


    
      	
               
      

            	
              (a)

            	
              (i)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	
              (ii)

            	
              Subject
      to Section 24 of this Rights Agreement, in the event any Person becomes an
      Acquiring Person, then the Purchase Price for each share of Common Stock
      issuable upon exercise of Rights shall be reduced to an amount equal to
      331⁄3% of the current per share market price of such Common Stock
      (determined pursuant to Section 11(d)) on the Shares Acquisition
      Date).  Notwithstanding the above, if the transaction that would
      otherwise give rise to the classification of a Person as an Acquiring
      Person is also subject to the provisions of Section 13 hereof, then only
      the provisions of Section 13 hereof shall apply and no adjustment shall be
      made pursuant to this Section
11(a)(ii).

            


    

    


    
      	
              
              

            	
               
      

            	
              From
      and after the occurrence of a Person becoming an Acquiring Person, any
      Rights that are or were acquired or beneficially owned by such Acquiring
      Person, or any subsequently deemed Acquiring Person (or any Associate or
      Affiliate of each such Acquiring Person) shall be void and any such
      Acquiring Person shall thereafter have no right to exercise such Rights
      under any provision of this Rights Agreement.  No Right
      Certificate shall be issued pursuant to Section 3 that represents Rights
      beneficially owned by an Acquiring Person whose Rights would be void
      pursuant to the preceding sentence or any Associate or Affiliate thereof;
      no Right Certificate shall be issued at any time upon the transfer of any
      Rights to or from an Acquiring Person whose Rights would be void pursuant
      to the preceding sentence or any Associate or Affiliate thereof or to or
      from any nominee of such Acquiring Person, Associate or Affiliate; and any
      Right Certificate delivered to the Rights Agent for transfer to or from an
      Acquiring Person (or any Associate, Affiliate or nominee of such Acquiring
      Person) whose Rights would be void pursuant to the preceding sentence
      shall be canceled.

            


    

    


    
      	
            	
              (iii)

            	
              In
      the event that there shall not be sufficient shares of Common Stock issued
      but not outstanding or authorized but unissued to permit the exercise in
      full of the Rights in accordance with the foregoing subparagraph, the
      Company shall, to the extent permitted by applicable law, take all such
      action as may be necessary to authorize additional shares of Common Stock
      for issuance upon exercise of the Rights, including the calling of a
      meeting of stockhholders; provided, however, if the Company is unable to
      cause the authorization of additional shares of Common Stock, then the
      Company, to the extent necessary and permitted by applicable law and any
      agreements or instruments in effect on the date hereof to which it is a
      party, shall, at its option (A) pay cash equal to twice the applicable
      Purchase Price (as adjusted pursuant to this Section 11) in lieu of
      issuing any such shares of Common Stock and requiring payment therefor,
      (B) issue equity securities having a value equal to the market price of
      the shares of Common Stock which otherwise would have been issuable
      pursuant to the foregoing subparagraph, which value shall be determined by
      the Board of Directors of the Company, whose determination shall be
      described in a statement filed with the Rights Agent, or (C) distribute a
      combination of Common Stock, cash, and/or other equity securities having a
      value equal to the market price of the shares of the Common Stock which
      are otherwise issuable pursuant to the foregoing subparagraph (ii),
      determined in accordance with the preceding clause (B), upon exercise of
      the related Rights.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    (d) For the purpose of any
computation hereunder, the “current per share market
price” of a share of Common Stock on any date shall be deemed to be the
average of the daily closing prices per share of Common Stock for the 30
consecutive Trading Days immediately prior to such date; provided, however, that
in the event that the current per share market price of a share of Common Stock
is determined during a period following the announcement by the Company of (A) a
dividend or distribution to holders of the shares of Common Stock, payable in
shares of Common Stock or securities convertible into shares of Common Stock, or
(B) any subdivision, combination, or reclassification of the Common Stock, and
prior to the expiration 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  by the Board of
Directors.  The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Common Stock is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if Common Stock
is not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by The Nasdaq Stock
Market, Inc. (“Nasdaq”)
then in use, or, if on any such date Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Stock, selected by the
Board of Directors of the Company.  If on any such date no
market-maker is making a market in the Common Stock, the fair value of Common
Stock on such date as determined in good faith by the Board of Directors of the
Company shall be used, whose determination shall be described in a statement
filed with the Rights Agent.  The term “Trading Day” shall mean a day
on which the principal national securities exchange on which Common Stock is
listed or admitted to trading is open for the transaction of business or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange, a Business Day.  If the Common Stock is not publicly held or
so listed or traded, “current
per share market price” shall mean the fair value per share as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) Anything herein to the
contrary notwithstanding, no adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Purchase Price; provided, however, that any adjustments which by reason of
this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.  All calculations
under this Section 11 shall be made to the nearest cent or to the nearest one
ten-thousandth of a share as the case may be.

    


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

    


    (g) All Rights originally issued
by the Company subsequent to any adjustment made hereunder to the Purchase Price
applicable thereto shall evidence the right to purchase, at the adjusted
Purchase Price, the number of shares of Common Stock or other capital stock
purchasable from time to time hereunder upon exercise of such Rights, all
subject to further adjustment as provided herein.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    Right Certificates so to be distributed
shall be issued, executed, and countersigned in the manner provided for herein
and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public
announcement.

    


    (j) Irrespective of any adjustment
or change in the Purchase Price or the number of shares of Common Stock issuable
upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the number of
shares of Common Stock which were expressed in such Right Certificates
theretofore issued hereunder.

    


    (k) Before taking any action that
would cause an adjustment reducing the Purchase Price below the then par value,
if any, of the shares of Common Stock issuable upon exercise of the Rights, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock at such adjusted Purchase
Price.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    (m) Anything in this Section 11 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to make any adjustments in addition to those adjustments expressly
required by this Section 11, as and to the extent that it in its sole discretion
shall determine to be advisable in order that (i) any consolidation or
subdivision of the Common Stock, (ii) issuance wholly for cash or any Common
Stock at less than the current market price, (iii) issuance wholly for cash or
Common Stock or securities which by their terms are convertible into or
exchangeable for shares of Common Stock, (iv) dividends on the Common Stock
payable in shares of Common Stock, or (v) issuance of rights, options, or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of shares of Common Stock, shall not be taxable to such
stockholders.

    


    (n) The Company covenants and
agrees that, after the Distribution Date, it will not, except as permitted by
Sections 23 or 27 hereof, take (or permit any Subsidiary to take) any action the
purpose of which is to, or if at the time such action is taken it is reasonably
foreseeable that the effect of such action is to, materially diminish or
otherwise eliminate the benefits intended to be afforded by the
Rights.  Notwithstanding the foregoing, prior to the Distribution Date
the Company shall be entitled to amend this Rights Agreement and the Rights in
any and all respects.

    


    Section 12. Certificate
of Adjustment.  Whenever an
adjustment is made as provided in Sections 11 or 13 hereof, the Company shall
promptly (a) prepare a certificate setting forth such adjustment, and a brief
statement of the facts accounting for such adjustment, (b) file with the Rights
Agent and with each transfer agent for the Common Stock a copy of such
certificate, and (c) include a brief summary thereof in the next quarterly or
current report filed pursuant to the Exchange Act by the Company, and, following
the Distribution Date, mail such summary to each holder of a Right Certificate
in accordance with Section 25 hereof.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) In the event that, on or
following the Distribution Date, directly or indirectly, (x) the Company shall
consolidate with, or merge with and into, any other Person, (y) the Company
shall consolidate with, or merge with, any other Person, and the Company shall
be the continuing or surviving corporation of such consolidation or merger
(other than, in a case of any transaction described in (x) or (y), a merger or
consolidation which would result in all of the securities generally entitled to
vote in the election of directors (“Voting Securities”) of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into securities of the surviving
entity) all of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation and the holders of
such securities not having changed as a result of such merger or consolidation),
or (z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or a series of related
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person (other than the Company or any Subsidiary of the Company in one or
more transactions each of which does not violate Section 11(n) hereof), then,
and in each such case (except as provided in Section 13(d) hereof), proper
provision shall be made so that (i) each holder of a Right, except as provided
in Section 11(a) hereof, shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then current Purchase Price (without
giving effect to any adjustment to such Purchase Price pursuant to Section
11(a)(ii)) multiplied by the number of shares of Common Stock for which such
Right is then exercisable, in accordance with the terms of this Rights
Agreement, such number of freely tradable shares of Common Stock of the
Principal Party, not subject to any liens, encumbrances, rights of first
refusal, or other adverse claims, as shall equal the result obtained by (A)
multiplying the then current Purchase Price (without giving effect to any
adjustment to such Purchase Price pursuant to Section 11(a)(ii)) by the number
of shares of Common Stock for which such Right is then exercisable and (B)
dividing that product by 50% of the then current per share market price of the
Common Stock of such Principal Party (determined pursuant to Section 11(d)
hereof) on the date of consummation of such consolidation, merger, sale, or
transfer; (ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, sale, or transfer, all of the
obligations and duties of the Company pursuant to this Rights Agreement; (iii)
the term “Company”
shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply only
to such Principal Party following the first occurrence of an event described in
this Section 13; and (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of its shares of
Common Stock in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the
shares of Common Stock thereafter deliverable upon the exercise of the
Rights.

    


    
      	
            	
              (b) 

            	
              “Principal Party” shall
      mean

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      the case of any transaction described in clause (x) or (y) of the first
      sentence of Section 13(a), the Person that is the issuer of any securities
      into which shares of Common Stock of the Company are converted in such
      merger or consolidation, and if no securities are so issued, the Person
      that is the other party to such merger or consolidation (including, if
      applicable, the Company if it is the surviving corporation);
      and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              in
      the case of any transaction described in clause (z) of the first sentence
      of Section 13(a), the Person that is the party receiving the greatest
      portion of the assets or earnings power transferred pursuant to such
      transaction or transactions; provided, however, that in any of the
      foregoing cases, (1) if the shares of Common Stock of such Person are not
      at such time and have not been continuously over the preceding twelve (12)
      month period registered under Section 12 of the Exchange Act, and such
      Person is a direct or indirect Subsidiary of another Person the shares of
      Common Stock of which are and have been so registered, “Principal Party” shall
      refer to such other Person; (2) in case such Person is a Subsidiary,
      directly or indirectly, of more than one Person, the shares of Common
      Stock of two or more of which are and have been so registered, “Principal Party” shall
      refer to whichever of such Persons is the issuer of the Common Stock
      having the greatest aggregate market value; and (3) in case such Person is
      owned, directly or indirectly, by a joint venture formed by two or more
      Persons that are not owned, directly or indirectly, by the same Person,
      the rules set forth in (1) and (2) above shall apply to each of the chains
      of ownership having an interest in such joint ventures as if such party
      were a “Subsidiary” of both or
      all of such joint ventures and the Principal Parties in each such chain
      shall bear the obligations set forth in this Section 13 in the same ratio
      as their direct or indirect interests in such Person bear to the total of
      such interests.

            


    

    


    (c) The Company shall not
consummate any such consolidation, merger, sale, or transfer unless the
Principal Party shall have a sufficient number of shares of its authorized
shares of Common Stock which have not been issued or reserved for issuance to
permit the exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing for the
terms set forth in paragraphs (a) and (b) of this Section 13 and further
providing that, as soon as practicable after the date of any consolidation,
merger, sale, or transfer mentioned in paragraph (a) of this Section 13, the
Principal Party at its own expense shall:

    


    
      	
               
      

            	
              (i)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

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

            


    

    


    
      	
            	
              (iii)

            	
              deliver
      to holders of the Rights historical financial statements for the Principal
      Party which comply in all respects with the requirements for registration
      on Form 10 under the Exchange Act.

            


    

    


    
      	
               
      

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

            


    

    


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

    


    Section 14. Fractional Rights and
Fractional Shares.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The Company shall not be
required to issue fractions of shares of Common Stock upon exercise of the
Rights or exchange of the Rights for shares of Common Stock pursuant to Section
24 of this Rights Agreement, or to distribute certificates which evidence
fractional shares of such securities.  Fractions of shares of Common
Stock may, at the election of the Company, be evidenced by depository receipts,
pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided that such agreement shall provide that the holders of
such depositary receipts shall have the rights, privileges, and preferences to
which they are entitled as beneficial owners of the shares of Common Stock
represented by such depositary receipts.  In lieu of fractional shares
of Common Stock or depositary receipts, the Company may pay to the registered
holders of Right Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of one share of Common Stock.  For the purposes of this Section
14(b), the current market value of a share of Common Stock shall be the closing
price of a share of Common Stock (as determined pursuant to the second sentence
of Section 11(d) hereof) for the Trading Day immediately prior to the date of
such exercise.

    


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

    


    Section 15. Rights of
Action.  All rights of
action in respect of this Rights Agreement, excepting the rights of action given
to the Rights Agent under Section 18 hereof, are vested in the respective
registered holders of the Right Certificates (and, prior to the Distribution
Date, the registered holders of the shares of Common Stock); and any registered
holder of any Right Certificate (or, prior to the Distribution Date, of the
shares of Common Stock), without the consent of the Rights Agent or of the
holder of any other Right Certificate (or, prior to the Distribution Date, of
the shares of Common Stock), may, in his own behalf and for his own benefit,
enforce, and may institute and maintain any suit, action, or proceeding against
the Company to enforce, or otherwise act in respect of, his right to exercise
the Rights evidenced by such Right Certificate in the manner provided in such
Right Certificate and in this Rights 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 Rights Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject to, this Rights
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              (e)

            	
              prior
      to the Distribution Date and notwithstanding anything herein to the
      contrary, the Company shall be entitled to amend this Rights agreement and
      the Rights in any and all respects.

            


    

    


    Section 17. Right
Certificate Holder Not Deemed a Stockholder.  No holder, as
such, of any Right Certificate shall be entitled to vote, receive dividends, or
be deemed for any purpose the holder of shares of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 18. Concerning
the Rights Agent.  The Company
agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses, counsel fees, and other disbursements incurred in the
administration and execution of this Rights Agreement and the exercise and
performance of its duties hereunder.  The Company also agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith, or willful
misconduct on the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the acceptance and administration of this Rights
Agreement, including the costs and expenses of defending against any claim of
liability in the indemnity provided for herein.  Such right to
indemnification shall survive the expiration of the Rights and the termination
of this Rights Agreement.

    


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

    


    Section 19. Merger or
Consolidation or Change of Name of Rights Agent.  Any corporation
into which the Rights Agent or any successor Rights Agent may be merged or with
which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall be a
party, or any corporation succeeding to the stock transfer of all or
substantially all of the corporate trust business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Rights Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Rights Agent under the provisions of
Section 21 hereof.  In case at the time such successor Rights Agent
shall succeed to the agency created by this Rights Agreement any of the Right
Certificates shall have been countersigned, but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so countersigned; and in case at that
time any of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    (a) The Rights Agent may consult
with legal counsel (who may be, but need not be, legal counsel for the Company
or its own in-house counsel), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

    


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

    


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

    


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

    


    (e) The Rights Agent shall not be
under any responsibility in respect of the validity of this Rights Agreement or
the execution and delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Right Certificate
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Rights
Agreement or in any Right Certificate; nor shall it be responsible for any
change in the exercisability of 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, 7, 11, 13, 23, 24, 27 or 29 hereof, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Rights Agreement or any Right Certificate or as to whether any shares of
Common Stock will, when issued, be validly authorized and issued, fully paid,
and nonassessable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


    Section 21. Change of
Rights Agent.  The Rights Agent
or any successor Rights Agent may resign and be discharged from its duties under
this Rights Agreement upon 30 days’ notice in writing mailed to the Company and
to each transfer agent of the shares of Common Stock by registered or certified
mail, and to the holders of the Right Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights
Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the shares of
Common Stock by registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  If the Rights Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent.  If the Company shall fail to
make such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent.  Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $25
million, or (b) an affiliate of a corporation described in clause (a) of this
sentence.  After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties, and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act, or deed necessary for the
purpose.  Not later than the effective date of any such appointment
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the shares of Common Stock and mail a notice
thereof in writing to the registered holders of the Right
Certificates.  Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 22. Issuance
of New Right Certificates.  Notwithstanding
any of the provisions of this Rights Agreement or of the Rights, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Rights Agreement

    


    In addition, in connection with the
issuance or sale of shares of Common Stock following the Distribution Date and
prior to the earlier of the Redemption Date and the Final Expiration Date, the
Company (a) shall with respect to shares of Common Stock so issued or sold
pursuant to the exercise of stock options or under any employee plan or
arrangement, or upon the exercise, conversion, or exchange of securities, notes,
or debentures issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, issue Right
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (i) the Company shall not be
obligated to issue any such Right Certificates if, and to the extent that, the
Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Right Certificate would be issued, and (ii) no Right
Certificate shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 23. Redemption.

    


    (a) The Board of Directors of the
Company may, at its option, at any time prior to such time as any Person becomes
an Acquiring Person, redeem all, but not less than all, of the then outstanding
Rights at an initial redemption price of $0.0001 per Right (the “Redemption
Price”).  The Redemption Price shall be appropriately adjusted
to reflect any stock split, stock dividend, or similar transaction occurring
after the date hereof.  The redemption of the Rights by the Board of
Directors may be made effective at such time, on such basis, and with such
conditions as the Board of Directors in its sole discretion may
establish.

    


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

    


    Section 24. Exchange.

    


    (a) The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the provisions
of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend, or similar transaction occurring after the date hereof
(such exchange ratio being hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any such Subsidiary, any entity holding shares of Common
Stock for or pursuant to the terms of any such plan or any trust agreement
entered into by the Company to secure benefits payable under any employee
benefit plan of the Company or any Subsidiary of the Company), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of shares
of Common Stock representing 50% or more of the shares of Common Stock then
outstanding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Immediately upon the action of
the Board of Directors of the Company ordering the exchange of any Rights
pursuant to subsection (a) of this Section 24 and without any further action and
without any notice, the right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall be to receive that number
of shares of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio.  The Company shall promptly give
public notice of any such exchange; provided, however, that the failure to give,
or any defect in, such notice shall not affect the validity of such
exchange.  The Company shall promptly mail a notice of any such
exchange to all of the holders of the Rights at such last addresses as they
appear upon the registry books of the Rights Agent.  Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.  Each such notice of exchange will
state the method by which the exchange of the shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the number and kind
of Rights which will be exchanged.  Any partial exchange shall be
effected pro rata based on the number of Rights being exchanged (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of such Rights.

    


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

    


    Section 25. Notice of Certain
Events.

    


    (a) In case the Company, following
the Distribution Date, shall propose (i) to pay any dividend payable in stock of
any class or series to holders of shares of Common Stock or to make any other
distribution to holders of shares of Common Stock (other than a regular
quarterly cash dividend), (ii) to offer to holders of shares of Common Stock
rights or warrants to subscribe for, or to purchase, any additional shares of
Common Stock or any other securities, rights, or options, (iii) to effect any
reclassification of the Common Stock (other than a reclassification involving
only the subdivision of outstanding shares of Common Stock), (iv) to effect any
consolidation or merger with or into, or to effect any sale or other transfer
(or to permit one or more of its  Subsidiaries to effect any sale or
other transfer), in one or more transactions, of 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to, any
other Person (other than the Company and/or any of its Subsidiaries in one or
more transactions each of which does not violate Section 11(n) hereof), or (v)
to effect the liquidation, dissolution, or winding up of the Company, then, in
each such case, the Company shall give to each holder of a Right Certificate, in
accordance with Section 26 hereof, a notice of such proposed action to the
extent feasible, which shall specify the record date for the purposes of such
stock dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by holders of shares of Common Stock if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause
(i) or (ii) above at least 10 days prior to the record date for determining
holders of shares of Common Stock for purposes of such action, and in the case
of any such other action, at least 10 days prior to the date of the taking of
such proposed action or the date of participation therein by holders of shares
of Common Stock, whichever shall be the earlier.  The failure to give
notice required by this Section 25 or any defect therein shall not affect the
legality or validity of the action taken by the Company or the vote upon any
such action.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    Section 26. Notices.  Notices or
demands authorized by this Rights Agreement to be given or made by the Rights
Agent or by the holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Rights Agent) as
follows:

    


    SheerVision,
Inc.

    4030
Palos Verdes Drive N.

    Suite
104

    Rolling
Hills, Ca 90274

    Attention:  President

    


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

    


    Continental
Stock Transfer & Trust Company

    17
Battery Place

    8th
Floor

    New York,
New York  10004

    Attention:  Compliance
Department

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    Section 27. Supplements
and Amendments.  Prior to the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Rights Agreement without the
approval of any holders of certificates representing shares of Common
Stock.  From and after the Distribution Date, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend this Rights
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder, or (iv) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Right Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); provided, however, that this Rights Agreement
may not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing, or clarifying the
rights of, and/or the benefits to, the holders of Rights.  Without
limiting the foregoing, the Company may at any time prior to such time as any
Person becomes an Acquiring Person amend this Rights Agreement to lower the
thresholds set forth in Sections 1(a) and 3(a) hereof with respect to (x) any
Person who or which, on the date hereof, together with Affiliate and Associates
of such Person, owns less than 15% of the outstanding Common Stock of the
Company, decrease the triggering ownership percentage from 15% to not less than
the greater of (i) any percentage greater than the largest percentage of the
then outstanding shares of Common Stock then known by the Company to be
beneficially owned by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company, any entity holding shares of Common Stock for or pursuant to the terms
of any such plan, or any person exempted from the definition of Acquiring Person
pursuant to the last sentence of the definition thereof set forth in Section 1
of this Rights Agreement) together with all Affiliates or Associates of such
Person, or (ii) 10%; and (y) any Person who or which, on the date hereof,
together with all Affiliates and Associates of such Person, owns in excess of
15% or more of the Common Stock outstanding as of the date hereof, decrease the triggering
ownership percentage from an additional 1% of the then current outstanding
Common Stock to not less than 0.01%.    Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment,
provided that such supplement or amendment does not adversely affect the rights
or obligations of the Rights Agent under Section 18 or Section 20 of this Rights
Agreement.  Prior to the Distribution Date, the interests of the
holders of Rights shall be deemed coincident with the interests of the holders
of shares of Common Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


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

    


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

    


    Section 31. Severability.   If any
term, provision, covenant, or restriction of this Rights Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Rights Agreement shall remain in full force and effect and
shall in no way be affected, impaired, or invalidated.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    
      
        
          
            
              
                	
                        Attest:

                      	
                        SHEERVISION,
      INC.

                      
	 	 
	 	 
	

                        By:________________________

                        Assistant
    Secretary

                      	

                        By:_______________________________

                        Suzanne Lewsadder

                        Chairman of the Board of
      Directors

                                    and
      Chief Executive Officer

                      
	 	 
	 	 
	
                        Attest:

                         

                         

                      	
                        CONTINENTAL
      STOCK TRANSFER

                          &
      TRUST COMPANY

                      
	

                        By:________________________

                        Assistant
    Secretary

                      	

                        By:_______________________________

                        Vice
  President

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    FORM
OF RIGHT CERTIFICATE

    


    Certificate
No. R-_______ ______ Rights

    


    NOT
EXERCISABLE AFTER FEBRUARY ___, 2015 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.0001 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

    


    Right
Certificate

    


    SHEERVISION,
INC.

    


    This certifies that
____________________ or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated
as of February ___, 2010 (the “Rights Agreement”), between
SheerVision, Inc., a Delaware corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Rights Agent”), to purchase
from the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M. New York City local
time, on February ___, 2015, at the principal office of the Rights Agent, or at
the office of its successor as Rights Agent, one fully paid non-assessable share
of SheerVision, Inc. Common Stock, par value $0.001 per share (the “Stock”), at a purchase price
of $1,200 per share (the “Purchase Price”), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed.  The number of Rights evidenced by this
Right Certificate (and the number of shares of Stock which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are
the number of Rights and Purchase Price as of February 19, 2010 (the “Record Date”) based on the
shares of Stock of the Company as constituted at such date.  As
provided in the Rights Agreement, the Purchase Price and the number of shares of
Stock which may be purchased upon the exercise of the Rights evidenced by this
Right Certificate are subject to modification and adjustment upon the happening
of certain events.

    


    This Right Certificate is subject to
all of the terms, provisions, and conditions of the Rights Agreement, which
terms, provisions, and conditions are hereby incorporated herein by reference
and made a part hereof and to which Rights Agreement reference is hereby made
for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Rights Agent and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the
principal executive offices of the Company and the above-mentioned offices of
the Rights Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by
the Company at its option at a redemption price of $0.0001 per Right, or (ii)
may be exchanged in whole or in part for shares of Stock.  No
fractional shares of Stock will be issued upon the exercise of any Right or
Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as
provided in the Rights Agreement.

    


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

    


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

    


    Witness the facsimile signature of the
proper officers of the Company and its corporate seal.  Dated as of
February 19, 2010.

    


    
      	
              ATTEST:

               

            	
              SHEERVISION,
      INC.

               

               

              By:_______________________________

              Suzanne Lewsadder

              Chairman of the Board of
      Directors

                          and
      Chief Executive Officer

               

            
	
              Countersigned:__________________________

            	 
      
	 
      	 
      
	 
      	
              CONTINENTAL
      STOCK TRANSFER

                &
      TRUST COMPANY

               

               

              By:_______________________________

              [Authorized
      Signature]

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A - FORM OF REVERSE SIDE OF RIGHT CERTIFICATE

    


    FORM
OF ASSIGNMENT

    


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

    


    FOR VALUE
RECEIVED _________________________________ hereby sells, assigns, and transfers
unto

     ________________________________________________________________________________________________________

    (Please
print name and address of transferee)

    


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

    


     

    
      	
              Dated:
      __________________

                    

            	
              ______________________

              Signature

            	 


    

    


    Signature
Guaranteed:

    


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

    


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

    


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

     

    
      	 	 	 	
              ___________________________________
Signature


    

    


    ELECTION
TO EXERCISE

    


    To:           SheerVision,
Inc.

    


    


    The
undersigned hereby exercises his, her, or its rights to purchase shares of
Common Stock, par value $0.001 per share (the “Common Stock"), of
SheerVision, Inc., a Delaware corporation (the "Company"), covered by the
within Right Certificate and tenders a lump sum payment herewith in the amount
of $_________ in accordance with the terms thereof, and requests that
certificates for the securities constituting such shares of Common Stock be
issued in the name of, and delivered to:

    


    (Print
Name, Address, and Social Security or Tax Identification Number)

    


     

    
      	Dated:
      __________________ 	 	Name________________________	 
	 	 	
              (Print)

            	 
	 	 	 	 
	
              Address:

               

            	 	
              ________________________

              (Signature)

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    SUMMARY
OF RIGHTS TO

    PURCHASE
SHARES OF COMMON STOCK

    


    


    Effective as of February 19, 2010, the
Board of Directors of SheerVision, Inc. (the “Company”) adopted a Rights
Agreement (the “Rights
Agreement”) and authorized and declared a dividend of one common share
purchase right (a “Right”) for each outstanding
share of common stock, par value $0.001 per share of the Company (the “Common
Stock”).  The dividend is payable on February 19, 2010, to the
stockholders of record on that date (the “Record Date”), and with
respect  to shares of Common Stock issued thereafter until the
Distribution Date (as hereinafter defined) or the expiration or earlier
redemption or exchange of the Rights.  Except as set forth below, each
Right entitles the registered holder to purchase from the Company, at any time
after the Distribution Date one share of Common Stock at a price per share of
$1,200, subject to adjustment (the “Purchase
Price”).  The description and terms of the Rights are as set
forth in the Rights Agreement.

    


    Initially the Rights will be attached
to all certificates representing shares of Common Stock then outstanding, and no
separate Rights Certificates will be distributed.  The Rights will
separate from the shares of Common Stock upon the earlier to occur of (i) 10
days after the public announcement of a person’s or group of affiliated or
associated persons’ having acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or, in the case of any Person or group of
affiliated or associated persons’ beneficially owning in excess of 15% of the
outstanding shares of Common Stock as of February 19, 2010, the increase in the
beneficial ownership of such person or group of affiliated or associated person
by 1% or more (such person or group being hereinafter referred to as an “Acquiring Person”); or (ii)
10 days in (or such later date as the Board of Directors may determine)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person or
group’s becoming an Acquiring Person (the earlier of such dates being called the
“Distribution
Date”).

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    The Rights are not exercisable until
the Distribution Date.  The Rights will expire on February 19, 2015
(the “Final Expiration
Date”), unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed or exchanged by the Company, in each case, as described
below.

    


    In the event that any person becomes an
Acquiring Person (except pursuant to a tender or exchange offer or other offer
which is for all outstanding shares of Common Stock at a price and on terms
which a majority of certain members of the Board of Directors determines to be
adequate and in the best interests of the Company, its stockholders and other
relevant constituencies, other than such Acquiring Person, its affiliates and
associates (a “Permitted
Offer”)), each holder of a Right will thereafter have the right (the
“Flip-In Right”) to
acquire one share of Common Stock for a purchase price equal to 331/3% of the
then current market price.  Notwithstanding the foregoing, all Rights
that are, or were, beneficially owned by an Acquiring Person or any affiliate or
associate thereof will be null and void and not exercisable.

    


    In the event that, at any time
following the Distribution Date, (i) the Company is acquired in a merger or
other business combination transaction in which the holders of all of the
outstanding shares of Common Stock immediately prior to the consummation of the
transaction are not the holders of all of the surviving corporations’ voting
power, or (ii) more than 50% of the Company’s assets or earning power is sold or
transferred, then each holder of a Right (except Rights which have been
previously voided as set forth above) shall thereafter have the right (the
“Flip-Over Right”) to
receive, upon exercise and payment of the Purchase Price, shares of Common Stock
of the acquiring company having a value equal to two times the Purchase
Price.  If a transaction would otherwise result in a holder’s having a
Flip-In as well as a Flip-Over Right, then only the Flip-Over Right will be
exercisable; if a transaction results in a holder’s having a Flip-Over Right
subsequent to a transaction resulting in a holder’s having a Flip-In Right, a
holder will have Flip-Over Rights only to the extent such holder’s Flip-In
Rights have not been exercised.

    


    The Purchase Price payable, and the
number of shares of Common Stock or other securities or property issuable, upon
exercise of Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination,
or reclassification of the Common Stock, (ii) upon the grant to holders of
shares of Common Stock of certain rights or warrants to subscribe for or
purchase Common Stock at a price, or securities convertible into shares of
Common Stock with a conversion price, less than the then current market price of
the Common Stock, or (iii) upon the distribution to holders of the shares of
Common Stock of evidences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or dividends payable in
shares of Common Stock) or of subscription rights or warrants (other than those
referred to above).  However, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1%.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No fractional shares of Common Stock
will be issued and in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Stock on the last trading day prior to the date
of exercise.

    


    At any time prior to the time a person
becomes an Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $0.0001 per Right (the
“Redemption
Price”).  The redemption of the Rights may be made effective at
such time on such basis and with such conditions as the Board of Directors in
its sole discretion may establish.  Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.

    


    At any time after any person becomes an
Acquiring Person and prior to the acquisition by such person or group of shares
of Common Stock representing 50% or more of the then outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights which have become null and void), in whole or in part, at an
exchange ratio of one share of Common Stock per Right (subject to
adjustment).

    


    All of the provisions of the Rights
Agreement may be amended prior to the Distribution Date by the Board of
Directors of the Company for any reason it deems appropriate.  Prior
to the Distribution Date, the Board is also authorized, as it deems appropriate,
to lower the thresholds for distribution and Flip-In Rights to not less than the
greater of (i) any percentage greater than the largest percentage then held by
any stockholder (other than certain exempted parties), or (ii)
10%.  After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board of Directors in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten or lengthen
any time period under the Rights Agreement.

    


    Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.  While the distribution of the Rights will not be taxable
to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.

    


    Notwithstanding anything herein to the
contrary, no Right shall constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there by any sale of Rights or the
issuance of securities upon exercise of the Rights in any state in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such states.

    


    Notwithstanding the foregoing, the
Rights shall not be exercisable under any circumstances unless there shall be at
the time of exercise an effective registration statement under the Securities
Act of 1933, as amended, relating to the issuance of the shares of Common Stock
issuable upon the exercise or exchange of the Rights.

    


    A copy of the Rights Agreement has been
filed with the Securities and Exchange Commission as an Exhibit to the Company’s
Registration Statement on Form 8-A with respect to the Rights filed with the
Securities and Exchange Commission (Commission File No.
__________).  A copy of the Rights Agreement is available free of
charge from the Company.  This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.