Exhibit 4.2




                                RIGHTS AGREEMENT


                             DATED AS OF MAY 6, 2004


                                     BETWEEN


                                    YP CORP.

                                       AND

                 REGISTRAR AND TRANSFER COMPANY, AS RIGHTS AGENT


<PAGE>
                                TABLE OF CONTENTS
                                -----------------
Page
----

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

Section 2.   Appointment of Rights Agent . . . . . . . . . . . . . . . . . . . 6

Section 3.   Issue of Right Certificates . . . . . . . . . . . . . . . . . . . 6

Section 4.   Form of Right Certificates. . . . . . . . . . . . . . . . . . . . 7

Section 5.   Countersignature and Registration . . . . . . . . . . . . . . . . 8

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

Section 7.   Exercise of Rights, Purchase Price; Expiration Date of Rights . . 9

Section 8.   Cancellation and Destruction of Right Certificates. . . . . . . .10

Section 9.   Availability of Shares of Preferred Stock . . . . . . . . . . . .10

Section 10.  Preferred Stock Record Date . . . . . . . . . . . . . . . . . . .11

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

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares. . . .19

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

Section 14.  Fractional Rights and Fractional Shares . . . . . . . . . . . . .22

Section 15.  Rights of Action. . . . . . . . . . . . . . . . . . . . . . . . .23

Section 16.  Agreement of Right Holders. . . . . . . . . . . . . . . . . . . .24

Section 17.  Right Certificate Holder Not Deemed a Stockholder . . . . . . . .24

Section 18.  Concerning the Rights Agent . . . . . . . . . . . . . . . . . . .25

Section 19.  Merger or Consolidation or Change of Name of Rights Agent . . . .25

Section 20.  Duties of Rights Agent. . . . . . . . . . . . . . . . . . . . . .26


<PAGE>
Page
----

Section 21.  Change of Rights Agent. . . . . . . . . . . . . . . . . . . . . .27

Section 22.  Issuance of New Right Certificates. . . . . . . . . . . . . . . .28

Section 23.  Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . .29

Section 24.  Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

Section 25.  Notice of Certain Events. . . . . . . . . . . . . . . . . . . . .30

Section 26.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

Section 27.  Supplements and Amendments. . . . . . . . . . . . . . . . . . . .31

Section 28.  Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . .32

Section 29.  Benefits of this Agreement. . . . . . . . . . . . . . . . . . . .32

Section 30.  Determinations and Actions by the Board of Directors. . . . . . .32

Section 31.  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . .32

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

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

Section 34.  Descriptive Headings. . . . . . . . . . . . . . . . . . . . . . .33


<PAGE>
                                RIGHTS AGREEMENT
                                ----------------


     Rights  Agreement, dated as of May 6, 2004 ("Agreement"), between YP Corp.,
a  Nevada  corporation  (the  "Company"), and Registrar and Transfer Company, as
Rights  Agent  (the  "Rights  Agent").

     The  Board  of  Directors  of  the  Company  has  authorized and declared a
dividend  of  one  preferred  share purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) of the Company outstanding as of the Close
of  Business  (as  defined below) on May 4, 2004 (the "Record Date"), each Right
representing the right to purchase one one-thousandth (subject to adjustment) of
a  share of Preferred Stock (as hereinafter defined), upon the terms and subject
to  the conditions herein set forth, and has further authorized and directed the
issuance of one Right (subject to adjustment as provided herein) with respect to
each share of Common Stock that shall become outstanding between the Record Date
and  the earlier of the Distribution Date and the Expiration Date (as such terms
are  hereinafter  defined);  provided,  however,  that Rights may be issued with
                             --------
respect  to  shares  of  Common  Stock  that  shall become outstanding after the
Distribution  Date  and  prior to the Expiration Date in accordance with Section
                                                                         -------
22.
--

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

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

     (a)     "Acquiring  Person"  shall  mean  any  Person  (as  such  term  is
hereinafter  defined)  that  shall  be  the  Beneficial  Owner  (as such term is
hereinafter  defined)  of  15%  or  more  of  the  shares  of  Common Stock then
outstanding, but shall not include an Exempt Person (as such term is hereinafter
defined);  provided,  however, that (i) if the Board of Directors of the Company
           --------   -------
determines  in  good  faith  that a Person that would otherwise be an "Acquiring
Person"  became  the Beneficial Owner of a number of shares of Common Stock such
that  the  Person would otherwise qualify as an "Acquiring Person" inadvertently
(including,  without  limitation,  because  (A)  such Person was unaware that it
beneficially  owned a percentage of Common Stock that would otherwise cause such
Person to be an "Acquiring Person" or (B) such Person was aware of the extent of
its  Beneficial  Ownership  of  Common  Stock but had no actual knowledge of the
consequences  of such Beneficial Ownership under this Agreement) and without any
intention  of  changing  or influencing control of the Company, then such Person
shall  not  be  deemed  to  be  or  to have become an "Acquiring Person" for any
purposes  of  this  Agreement  unless and until such Person shall have failed to
divest  itself,  as  soon  as  practicable (as determined, in good faith, by the
Board  of  Directors  of  the  Company), of Beneficial Ownership of a sufficient
number  of  shares of Common Stock so that such Person would no longer otherwise
qualify as an "Acquiring Person"; (ii) if, as of the date hereof or prior to the
first  public  announcement  of the adoption of this Agreement, any Person is or
becomes  the  Beneficial  Owner  of  15%  or  more of the shares of Common Stock
outstanding,  such  Person  shall not be deemed to be or to become an "Acquiring
Person"  unless and until such time as such Person shall, after the first public
announcement  of  the adoption of this Agreement, become the Beneficial Owner of
additional


                                        1
<PAGE>
shares  of  Common Stock (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Stock or pursuant to a split or
subdivision  of  the  outstanding  Common  Stock),  unless,  upon  becoming  the
Beneficial  Owner  of such additional shares of Common Stock, such Person is not
then  the  Beneficial  Owner  of  15% or more of the shares of Common Stock then
outstanding;  and  (iii)  no  Person  shall  become an "Acquiring Person" as the
result  of  an  acquisition  of  shares  of Common Stock by the Company that, by
reducing the number of shares outstanding, increases the proportionate number of
shares  of  Common Stock beneficially owned by such Person to 15% or more of the
shares  of  Common  Stock  then outstanding, provided, however, that if a Person
                                             --------  -------
shall  become  the Beneficial Owner of 15% or more of the shares of Common Stock
then  outstanding  by reason of such share acquisitions by the Company and shall
thereafter  become the Beneficial Owner of any additional shares of Common Stock
(other  than  pursuant to a dividend or distribution paid or made by the Company
on  the  outstanding  Common  Stock or pursuant to a split or subdivision of the
outstanding  Common Stock), then such Person shall be deemed to be an "Acquiring
Person"  unless  upon becoming the Beneficial Owner of such additional shares of
Common  Stock such Person does not beneficially own 15% or more of the shares of
Common  Stock  then  outstanding.  For  all  purposes  of  this  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 Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as in effect on the date hereof.

     (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, as in effect on the date hereof.

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

          (i)     that  such  Person  or  any  of  such  Person's  Affiliates or
Associates  is  deemed  to  beneficially own, directly or indirectly, within the
meaning  of  Rule  l3d-3 of the General Rules and Regulations under the Exchange
Act  as  in  effect  on  the  date  hereof;

          (ii)     that  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,  warrants  or  options, or otherwise; provided, however, that a
                                                       --------  -------
Person  shall not be deemed the Beneficial Owner of, or to beneficially own, (x)
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, (y) securities which such Person
has a right to acquire upon the exercise of Rights at any time prior to the time
that  any Person becomes an Acquiring Person or (z) securities issuable upon the
exercise  of Rights from and after the time that any Person becomes an Acquiring
Person  if  such  Rights  were  acquired  by


                                        2
<PAGE>
such  Person  or  any  of  such  Person's  Affiliates or Associates prior to the
Distribution  Date  or  pursuant to Section 3(a) or Section 22 hereof ("Original
                                    ------------    ----------
Rights")  or  pursuant  to  Section  11(i)  or  Section 11(n) with respect to an
                            --------------      -------------
adjustment  to  Original  Rights;  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 by
reason  of  such  agreement,  arrangement  or  understanding  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)     that  are beneficially owned, directly or indirectly, by any
other  Person  and  with  respect  to  which such Person or any of such Person's
Affiliates  or Associates has any agreement, arrangement or understanding (other
than  customary  agreements  with  and  between  underwriters  and selling group
members  with  respect  to  a  bona  fide public offering of securities) for the
purpose  of acquiring, holding, voting (except to the extent contemplated by the
proviso to Section 1(c)(ii)(B)) or disposing of such securities of the Company;
           -------------------

provided,  however, that no Person who is an officer, director or employee of an
--------   -------
Exempt  Person  shall  be  deemed,  solely  by reason of such Person's status or
authority  as  such,  to  be  the  "Beneficial  Owner"  of,  to have "Beneficial
Ownership"  of  or  to  "beneficially own" any securities that are "beneficially
owned"  (as  defined  in this Section l(c)), including, without limitation, in a
                              ------------
fiduciary  capacity,  by an Exempt Person or by any other such officer, director
or  employee  of  an  Exempt  Person.

     (d)     "Business  Day"  shall mean any day other than a Saturday, a Sunday
or  a  day on which banking institutions in the State of New York or the city in
which  the  principal  office  of  the Rights Agent is located are authorized or
obligated  by  law  or  executive  order  to  close.

     (e)     "Close  of  Business"  on  any given date shall mean 5:00 P.M., New
York  City  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 time, on the next succeeding
Business  Day.

     (f)     "Common  Stock"  when used with reference to the Company shall mean
the Common Stock, presently par value $0.001 per share, of the Company.  "Common
Stock"  when used with reference to any Person other than the Company shall mean
the  common  stock  (or, in the case of an unincorporated entity, the equivalent
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 that
ultimately  control  such  first-mentioned  Person.

     (g)     "Common  Stock  Equivalents"  shall  have  the meaning set forth in
Section  11(a)(iii)  hereof.
-------------------

     (h)     "Current  Value"  shall  have  the  meaning  set  forth  in Section
                                                                         -------
11(a)(iii)  hereof.
----------

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


                                        3
<PAGE>
     (j)     "Equivalent  Preferred  Shares" shall have the meaning set forth in
Section  11(b)  hereof.
--------------

     (k)     "Exempt  Person"  shall mean: (i) the Company or any Subsidiary (as
such  term  is  hereinafter  defined)  of  the  Company, in each case including,
without  limitation,  in its fiduciary capacity, or any employee benefit plan of
the  Company  or  of  any  Subsidiary  of  the Company, or any entity or trustee
holding  Common  Stock  for or pursuant to the terms of any such plan or for the
purpose  of  funding  any  such  plan  or  funding  other  employee benefits for
employees  of  the  Company  or  of any Subsidiary of the Company; (ii) Frank J.
Husic,  for  so  long  as  such  Person, together with any of his Affiliates and
Associates,  shall  be the Beneficial Owner of 15% or more, but not 18% or more,
of the shares of Common Stock then outstanding, provided that such Persons shall
                                                --------
cease to be an Exempt Person at such time when such Person, together with any of
his  Affiliates  and  Associates,  (A) shall become the Beneficial Owner of less
than 15% of the shares of Common Stock then outstanding or (B) shall commerce or
publicly  announce  the  intention  to  commence  a tender or exchange offer the
consummation of which would result in such Persons becoming the Beneficial Owner
of  shares  of  Common  Stock  aggregating  18% or more of the Common Stock then
outstanding; (iii) Mathew and Markson Ltd., an Antiguan corporation, for so long
as such Person, together with its Affiliates and Associates (other than Morris &
Miller Ltd.), shall be the Beneficial Owner of 15% or more, but not 24% or more,
of  the shares of Common Stock then outstanding, provided that such Person shall
                                                 --------
cease  to be an Exempt Person at such time when such Person (A) shall become the
Beneficial Owner of less than 15% of the shares of Common Stock then outstanding
or (B) shall commerce or publicly announce the intention to commence a tender or
exchange  offer  the consummation of which would result in such Person, together
with  its  Affiliates and Associates (other than Morris & Miller Ltd.), becoming
the  Beneficial  Owner  of shares of Common Stock aggregating 24% or more of the
Common  Stock  then  outstanding;  and  (iv)  Morris  & Miller Ltd., an Antiguan
corporation,  for  so  long  as  such  Person,  together with its Affiliates and
Associates  (other  than Mathew and Markson Ltd.), shall be the Beneficial Owner
of  15%  or  more,  but  not  24%  or  more,  of the shares of Common Stock then
outstanding,  provided  that  such  Person shall cease to be an Exempt Person at
              --------
such  time  when  such Person (A) shall become the Beneficial Owner of less than
15%  of  the  shares  of  Common Stock then outstanding or (B) shall commerce or
publicly  announce  the  intention  to  commence  a tender or exchange offer the
consummation  of which would result in such Person, together with its Affiliates
and  Associates  (other  than  Mathew and Markson Ltd.), becoming the Beneficial
Owner of shares of Common Stock aggregating 24% or more of the Common Stock then
outstanding.

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

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

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

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

     (p)     "NASDAQ"  shall  mean  The  Nasdaq  Stock  Market.


                                        4
<PAGE>
     (q)     "New  York  Stock Exchange" shall mean the New York Stock Exchange,
Inc.

     (r)     "Person" shall mean any individual, firm, corporation, partnership,
limited  liability  company,  trust  or  other  entity,  and  shall  include any
successor  (by  merger  or  otherwise)  to  such  entity.

     (s)     "Preferred  Stock"  shall  mean  the  Series A Junior Participating
Preferred  Stock,  par  value $0.001 per share, of the Company having the rights
and  preferences set forth in the Form of Certificate of Designation attached to
this  Agreement  as  Exhibit  A.
                     ----------

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

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

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

     (w)     "Redemption  Price"  shall have the meaning set forth in Section 23
                                                                      ----------
hereof.

     (x)     "Right  Certificate"  shall have the meaning set forth in Section 3
                                                                       ---------
hereof.

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

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

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

     (bb)     "Spread"  shall  have  the meaning set forth in Section 11(a)(iii)
                                                              ------------------
hereof.

     (cc)     "Stock  Acquisition  Date"  shall  mean  the  first date of public
announcement  (which,  for  purposes  of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such, or such
earlier date as a majority of the Board of Directors of the Company shall become
aware  of  the  existence  of  an  Acquiring  Person.

     (dd)     "Subsidiary"  of  any  Person  shall mean any corporation or other
entity  of  which securities or other ownership interests having ordinary voting
power  sufficient  to  elect  a  majority  of  the  board  of  directors of such
corporation  or other persons performing similar functions for such other entity
are  beneficially  owned,  directly  or  indirectly,  by  such  Person,  and any
corporation  or  other  entity  that  is  otherwise  controlled  by such Person.

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

     (ff)     "Summary  of Rights" shall have the meaning set forth in Section 3
                                                                       ---------
hereof.


                                        5
<PAGE>
     (gg)     "Trading Day" shall have the meaning set forth in Section 11(d)(i)
                                                                ----------------
hereof.

     Section  2.  Appointment  of Rights Agent.  The Company hereby appoints the
                  ----------------------------
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date be the
                   ---------
holders of 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.

     Section  3.  Issue  of  Right  Certificates.
                  ------------------------------

     (a)     Until  the  Close  of  Business on the earlier of (i) the tenth day
after  the  Stock Acquisition Date or (ii) the tenth Business Day (or such later
date  as  may  be  determined by action of the Board of Directors of the Company
prior  to such time as any Person becomes an Acquiring Person) after the date of
the commencement by any Person (other than an Exempt Person) of, or of the first
public  announcement  of  the  intention  of  such  Person (other than an Exempt
Person)  to commence, a tender or exchange offer the consummation of which would
result  in any Person (other than an Exempt Person) becoming an Acquiring Person
(the  earlier of such dates being herein referred to as the "Distribution Date",
provided,  however,  that  if either of such dates occurs after the date of this
--------   -------
Agreement  and  on or prior to the Record Date, then the Distribution Date shall
be the Record Date), (x) the Rights will be evidenced (subject to the provisions
of  Section  3(b) hereof) by the certificates for Common Stock registered in the
    -------------
names of the holders thereof and not by separate Right Certificates, and (y) the
Rights  will  be  transferable  only  in  connection with the transfer of Common
Stock.  As  soon  as  practicable  after the Distribution Date, the Company will
prepare  and  execute,  the  Rights Agent will countersign, and the Company will
send  or  cause  to  be  sent (and the Rights Agent will, if requested, send) by
first-class,  insured,  postage-prepaid  mail,  to  each record holder of Common
Stock  as  of  the  close  of  business on the Distribution Date (other than any
Acquiring  Person  or any Associate or Affiliate of an Acquiring Person), at the
address of such holder shown on the records of the Company, a Right Certificate,
in  substantially  the  form  of  Exhibit  B  hereto  (a  "Right  Certificate"),
                                  ----------
evidencing  one  Right (subject to adjustment as provided herein) for each share
of  Common  Stock  so  held.  As  of  the  Distribution Date, the Rights will be
evidenced  solely  by  such  Right  Certificates.

     (b)     On  the  Record  Date,  or  as  soon as practicable thereafter, the
Company  will send a copy of a Summary of Rights to Purchase Shares of Preferred
Stock,  in substantially the form of Exhibit C hereto (the "Summary of Rights"),
                                     ---------
by  first-class,  postage-prepaid mail, to each record holder of Common Stock as
of  the Close of Business on the Record Date (other than any Acquiring Person or
any  Associate  or  Affiliate  of  any Acquiring Person), at the address of such
holder  shown  on  the records of the Company.  With respect to certificates for
Common Stock outstanding as of the Record Date, until the Distribution Date, the
Rights  will  be  evidenced  by such certificates registered in the names of the
holders  thereof  together  with  the Summary of Rights.  Until the Distribution
Date  (or,  if  earlier, the Expiration Date), the surrender for transfer of any
certificate  for  Common Stock outstanding on the Record Date, with or without a
copy  of the Summary of Rights, shall also constitute the transfer of the Rights
associated  with  the  Common  Stock  represented  thereby.


                                        6
<PAGE>
     (c)     Rights  shall  be  issued  in respect of all shares of Common Stock
issued or disposed of (including, without limitation, upon disposition of Common
Stock  out  of  treasury  stock or issuance or reissuance of Common Stock out of
authorized  but  unissued shares) after the Record Date but prior to the earlier
of  the  Distribution  Date and the Expiration Date, or in certain circumstances
provided in Section 22 hereof, after the Distribution Date.  Certificates issued
            ----------
for  Common  Stock  (including, without limitation, upon transfer of outstanding
Common  Stock,  disposition of Common Stock out of treasury stock or issuance or
reissuance  of  Common  Stock  out  of authorized but unissued shares) after the
Record Date but prior to the earlier of the Distribution Date and the Expiration
Date  shall  have  impressed  on, printed on, written on or otherwise affixed to
them  the  following  legend:

          This  certificate  also  evidences  and  entitles the holder
          hereof  to certain Rights as set forth in a Rights Agreement
          between  YP Corp. (the "Company") and Registrar and Transfer
          Company,  as  Rights  Agent,  dated as of May 6, 2004 and as
          amended  from  time  to  time  (the "Rights Agreement"), the
          terms  of  which are hereby incorporated herein by reference
          and  a  copy  of which is on file at the principal executive
          offices  of the Company. Under certain circumstances, as set
          forth in the Rights Agreement, such Rights will be evidenced
          by  separate certificates and will no longer be evidenced by
          this  certificate.  The  Company  will mail to the holder of
          this  certificate  a  copy  of  the Rights Agreement without
          charge  after  receipt  of a written request therefor. Under
                                                                 -----
          certain circumstances, as set forth in the Rights Agreement,
          ------------------------------------------------------------
          Rights  owned  by  or  transferred  to  any Person who is or
          ------------------------------------------------------------
          becomes  an  Acquiring  Person  (as  defined  in  the Rights
          ------------------------------------------------------------
          Agreement)  and certain transferees thereof will become null
          ------------------------------------------------------------
          and  void  and  will  no  longer  be  transferable.
          --------------------------------------------------

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

     Notwithstanding  this  Section  3(c),  the  omission  of a legend shall not
                            -------------
affect  the  enforceability  of  any part of this Agreement or the rights of any
holder  of  the  Rights.

     Section  4.  Form  of  Right Certificates.  The Right Certificates (and the
                  ----------------------------
forms  of  election  to  purchase  shares and of assignment to be printed on the
reverse  thereof)  shall  be  substantially  in  the form set forth in Exhibit B
                                                                       ---------
hereto  and  may  have  such  marks  of  identification  or designation and such
legends,  summaries  or  endorsements  printed  thereon  as the Company may deem
appropriate  and  as are not inconsistent with the provisions of this Agreement,
or  as  may  be  required  to comply with any applicable law or with any rule or
regulation  made  pursuant  thereto


                                        7
<PAGE>
or  with  any  rule or regulation of any stock exchange or interdealer quotation
system  on  which  the  Rights  may from time to time be listed or quoted, or to
conform  to  usage.  Subject  to  the  provisions  of  this Agreement, the Right
Certificates  shall  entitle  the holders thereof to purchase such number of one
one-thousandths  of  a share of Preferred Stock as shall be set forth therein at
the  Purchase  Price,  but  the number of such one one-thousandths of a share of
Preferred  Stock  and  the  Purchase  Price  shall  be  subject to adjustment as
provided  herein.

     Section  5.  Countersignature  and  Registration.
                  -----------------------------------

     (a)     The  Right  Certificates shall be executed on behalf of the Company
by  the  President  of  the  Company, 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 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 Agreement any such Person was not such an officer.

     (b)     Following  the  Distribution  Date,  the  Rights Agent will keep or
cause  to be kept, at an office or agency designated for such purpose, 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.
----------------------------------------------------------------------

     (a)     Subject  to the provisions of this Agreement, at any time after the
Distribution  Date  and  prior  to the Expiration Date, any Right Certificate or
Right  Certificates  may  be  transferred,  split  up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder
to  purchase  a like number of one one-thousandths of a share of Preferred 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  office  or  agency  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.


                                        8
<PAGE>
     (b)     Subject  to the provisions of this Agreement, at any time after the
Distribution  Date and prior to the Expiration Date, 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)     Except  as  otherwise  provided  herein,  the  Rights  shall become
exercisable  on  the  Distribution Date, and thereafter the registered holder of
any  Right  Certificate  may,  subject to Section 11(a)(ii) hereof and except as
                                          -----------------
otherwise  provided herein, exercise the Rights evidenced thereby in whole or in
part  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
office  or agency of the Rights Agent designated for such purpose, together with
payment  of the aggregate Purchase Price with respect to the total number of one
one-thousandths  of  a  share  of  Preferred Stock (or other securities, cash or
other  assets,  as the case may be) as to which the Rights are exercised, at any
time  that  is  both  after  the  Distribution  Date  and prior to the time (the
"Expiration  Date")  that  is the earliest of (i) the Close of Business on April
26,  2014  (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  shall  be  initially  $36.50  for  each  one
one-thousandth  of a share of Preferred Stock purchasable upon the exercise of a
Right.  The  Purchase  Price and the number of one one-thousandths of a share of
Preferred  Stock or other securities or property to be acquired upon exercise of
a Right shall be subject to adjustment from time to time as provided in Sections
                                                                        --------
11  and  13  hereof and shall be payable in lawful money of the United States of
--       --
America  in  accordance  with  this  Section  7(c).
                                     -------------

     (c)     Except  as  otherwise  provided  herein,  upon  receipt  of a Right
Certificate  representing  exercisable  Rights,  with  the  form  of election to
purchase  duly  executed, accompanied by payment of the aggregate Purchase Price
for  the  shares  of  Preferred 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, in cash or by certified check,
                                ---------
cashier's  check  or money order payable to the order of the Company, the Rights
Agent  shall  thereupon  promptly (i) (A) requisition from any transfer agent of
the Preferred Stock, or make available if the Rights Agent is the transfer agent
for  the  Preferred  Stock,  certificates  for the number of shares of Preferred
Stock  to  be  purchased,  and  the  Company  hereby  irrevocably authorizes its
transfer  agent  to  comply  with  all  such requests, or (B) requisition from a
depositary  agent  appointed  by  the  Company  depositary receipts representing
interests in such number of one one-thousandths of a share of Preferred Stock as
are  to  be  purchased  (in  which  case  certificates  for  the Preferred Stock
represented  by  such receipts shall be deposited by the transfer agent with the


                                        9
<PAGE>
depositary  agent),  and the Company hereby directs any such depositary agent to
comply  with  such  request, (ii) when appropriate, requisition from the Company
the  amount  of  cash  to  be  paid  in lieu of issuance of fractional shares in
accordance  with  Section  14  hereof,  (iii)  promptly  after  receipt  of such
                  -----------
certificates  or  depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name  or names as may be designated by such holder, (iv) when appropriate, after
receipt,  promptly  deliver  such  cash  to  or upon the order of the registered
holder  of  such  Right  Certificate,  and  (v) deliver to the Company the cash,
certified  check,  cashier's  check  or  money  order received as payment of the
exercise  price  for  such  Rights.

     (d)     Except  as otherwise provided herein, in case the registered holder
of  any  Right  Certificate shall exercise less than all of the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to the exercisable
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)     Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action with
respect  to  a  registered holder of Rights upon the occurrence of any purported
transfer  or  exercise  of Rights pursuant to Section 6 hereof or this Section 7
                                              ---------                ---------
unless  such  registered  holder  shall  have  (i)  completed  and  signed  the
certificate  contained in the form of assignment or form of election to purchase
set  forth  on  the  reverse  side of the Right Certificate surrendered for such
transfer  or exercise and (ii) provided such additional evidence of the identity
of  the  Beneficial  Owner  (or  former Beneficial Owner) thereof as the Company
shall  reasonably  request.

     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  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  than  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  Preferred  Stock.
                  ----------------------------------------------

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

     (b)     So long as the shares of Preferred Stock issuable upon the exercise
of  Rights  may  be  listed  or  admitted  to trading on any national securities
exchange,  or quoted on NASDAQ, the



                                       10
<PAGE>
Company  shall  use  its  best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be listed or
admitted  to trading on such exchange, or quoted on NASDAQ, upon official notice
of  issuance  upon  such  exercise.

     (c)     From  and  after  such  time  as the Rights become exercisable, the
Company  shall use its best efforts, if then necessary to permit the issuance of
shares  of  Preferred Stock upon the exercise of Rights, to register and qualify
such shares of Preferred Stock under the Securities Act and any applicable state
securities  or  "Blue  Sky"  laws  (to  the  extent exemptions therefrom are not
available),  cause  such  registration  statement  and  qualifications to become
effective  as  soon as possible after such filing and keep such registration and
qualifications  effective  (with  a  prospectus  at  all  times  meeting  the
requirements  of  the  Securities Act) until the earlier of the date as of which
the  Rights  are  no  longer  exercisable for such securities and the Expiration
Date.  The  Company  may temporarily suspend, for a period of time not to exceed
90  days,  the  exercisability  of  the  Rights  in  order to prepare and file a
registration  statement  under  the  Securities  Act  and  permit  it  to become
effective.  Upon  any  such  suspension,  the  Company  shall  issue  a  public
announcement  stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer  in  effect.  Notwithstanding  any  provision  of  this  Agreement to the
contrary,  the  Rights  shall  not be exercisable in any jurisdiction unless the
requisite  qualification in such jurisdiction shall have been obtained and until
a  registration  statement  under  the  Securities  Act shall have been declared
effective,  unless  an  exemption  therefrom  is  available.

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

     (e)     The  Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges that may be
payable  in  respect of the issuance or delivery of the Right Certificates or of
any  shares  of  Preferred Stock upon the exercise of Rights.  The Company shall
not,  however,  be  required  to  pay  any  transfer tax which may be payable in
respect  of  any  transfer  or  delivery of Right Certificates to a Person other
than, or the issuance or delivery of certificates or depositary receipts for the
Preferred Stock in a name other than that of, the registered holder of the Right
Certificate  evidencing  Rights  surrendered for exercise or to issue or deliver
any certificates or depositary receipts for Preferred Stock upon the exercise of
any  Rights  until any such tax shall have been paid (any such tax being payable
by  that  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.  Preferred  Stock  Record Date.  Each Person in whose name any
                   -----------------------------
certificate  for Preferred 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
Preferred 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 Preferred Stock transfer books of the Company
are closed, such Person shall be deemed to have


                                       11
<PAGE>
become the record holder of such shares on, and such certificate shall be dated,
the  next succeeding Business Day on which the Preferred Stock transfer books of
the Company 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
Preferred  Stock  for  which the Rights shall be exercisable, including, without
limitation,  the  right  to vote or to receive dividends or other distributions,
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 and
                   -------------------------------------------------------------
Number  of  Rights.  The Purchase Price, the number of shares of Preferred Stock
------------------
or other securities or property purchasable upon exercise of each Right, and the
number  of  Rights  outstanding  are  subject to adjustment from time to time as
provided  in  this  Section  11.
                    -----------

     (a)   (i)     In  the  event  the  Company shall at any time after the date
of  this Agreement (A) declare and pay a dividend on the Preferred Stock payable
in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C)
combine  the  outstanding  Preferred  Stock  into  a smaller number of shares of
Preferred  Stock  or  (D)  issue  any  shares  of  its  capital  stock  in  a
reclassification  of the Preferred 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 number and kind of shares of capital stock issuable upon exercise of a Right
as  of  the  record  date  for  such  dividend  or  the  effective  date of such
subdivision,  combination  or reclassification shall be proportionately adjusted
so  that  the holder of any Right exercised after such time shall be entitled to
receive  the  aggregate number and kind of shares of capital stock that, if such
Right  had  been exercised immediately prior to such date and at a time when the
Preferred  Stock  transfer books of the Company were open, the holder would have
owned  upon  such  exercise  and  been  entitled  to  receive  by virtue of such
dividend,  subdivision,  combination  or  reclassification.

          (ii)     Subject  to  Section  24  of this Agreement, in the event any
                                -----------
Person  becomes  an  Acquiring  Person (the first occurrence of such event being
referred  to  hereinafter  as  the "Flip-In Event"), then (A) the Purchase Price
shall  be  adjusted  to be the Purchase Price in effect immediately prior to the
Flip-In  Event  multiplied  by  the  number of one one-thousandths of a share of
Preferred  Stock  for  which  a  Right was exercisable immediately prior to such
Flip-In  Event,  whether  or  not  such Right was then exercisable, and (B) each
holder  of  a  Right, except as otherwise provided in this Section 11(a)(ii) and
                                                           -----------------
Section  11(a)(iii)  hereof,  shall  thereafter  have the right to receive, upon
-------------------
exercise  thereof  at  a  price equal to the Purchase Price (as so adjusted), in
accordance  with  the terms of this Agreement and in lieu of shares of Preferred
Stock,  such number of shares of Common Stock as shall equal the result obtained
by  dividing the Purchase Price (as so adjusted) by 50% of the current per share
market  price  of the Common Stock (determined pursuant to Section 11(d) hereof)
                                                           -------------
on  the  date  of such Flip-In Event; provided, however, that the Purchase Price
                                      --------  -------
(as  so  adjusted)  and  the number of shares of Common Stock so receivable upon
exercise  of  a  Right shall, following the Flip-In Event, be subject to further
adjustment  as  appropriate  in  accordance  with  Section  11(f)  hereof.
                                                   --------------
Notwithstanding  anything  in  this Agreement to the contrary, however, from and
after  the  Flip-In  Event,  any  Rights  that are beneficially owned by (x) any
Acquiring  Person (or any Affiliate or Associate of any Acquiring Person), (y) a
transferee  of  any  Acquiring  Person  (or any such Affiliate or Associate) who


                                       12
<PAGE>
becomes  a  transferee  after  the  Flip-In  Event  or  (z)  a transferee of any
Acquiring  Person  (or  any such Affiliate or Associate) who became a transferee
prior  to  or  concurrently  with  the  Flip-In  Event  pursuant to either (I) a
transfer from the Acquiring Person to holders of its equity securities or to any
Person  with  whom it has any continuing agreement, arrangement or understanding
regarding  the transferred Rights or (II) a transfer that the Board of Directors
of  the  Company  has determined is part of a plan, arrangement or understanding
that  has  the  purpose  or  effect  of  avoiding the provisions of this Section
                                                                         -------
11(a)(ii), and subsequent transferees of such Persons, shall be void without any
---------
further  action  and  any  holder of such Rights shall thereafter have no rights
whatsoever  with  respect  to such Rights under any provision of this Agreement.
The  Company  shall  use all reasonable efforts to ensure that the provisions of
this  Section  11(a)(ii)  are  complied with, but shall have no liability to any
      ------------------
holder  of Right Certificates or other Person as a result of its failure to make
any  determinations  with  respect  to  an  Acquiring  Person or its Affiliates,
Associates or transferees hereunder.  From and after the Flip-In Event, no Right
Certificate  shall  be  issued  pursuant  to  Section 3 or Section 6 hereof that
                                              ---------    ---------
represents  Rights  that  are  or have become void pursuant to the provisions of
this  Section 11(a)(ii), and any Right Certificate delivered to the Rights Agent
      -----------------
that  represents  Rights that are or have become void pursuant to the provisions
of  this  Section 11(a)(ii) shall be canceled.  From and after the occurrence of
          -----------------
an event specified in Section 13(a) hereof, any Rights that theretofore have not
                      -------------
been  exercised  pursuant  to  this  Section  11(a)(ii)  shall  thereafter  be
                                     ------------------
exercisable  only in accordance with Section 13 and not pursuant to this Section
                                     ----------                          -------
11(a)(ii).
---------

          (iii)     The  Company,  at  its option, may substitute for a share of
Common  Stock  issuable  upon  the exercise of Rights in accordance with Section
                                                                         -------
11(a)(ii)  a  number  of shares of Preferred Stock or fraction thereof such that
---------
the current per share market price of one share of Preferred Stock multiplied by
such  number  or  fraction is equal to the current per share market price of one
share  of  Common Stock.  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 Section 11(a)(ii), the
                                                          -----------------
Board of Directors of the Company shall, with respect to such deficiency, to the
extent permitted by applicable law and any material agreements then in effect to
which  the  Company  is  a  party,  (A)  determine  the excess (such excess, the
"Spread")  of  (1)  the  value  of  the shares of Common Stock issuable upon the
exercise  of  a Right in accordance with Section 11(a)(ii) (the "Current Value")
                                         -----------------
over  (2) the Purchase Price (as adjusted in accordance with Section 11(a)(ii)),
                                                             -----------------
and  (B)  with  respect  to  each Right (other than Rights that have become void
pursuant  to  Section  11(a)(ii)), make adequate provision to substitute for the
              ------------------
shares  of  Common  Stock  issuable  in  accordance  with Section 11(a)(ii) upon
                                                          -----------------
exercise  of  the  Right  and  payment  of  the  Purchase  Price (as adjusted in
accordance  therewith),  (1)  cash,  (2) a reduction in such Purchase Price, (3)
shares  of Preferred Stock or other equity securities of the Company (including,
without  limitation,  shares  or fractions of shares of preferred stock that, by
virtue  of  having  dividend,  voting,  and  liquidation  rights  substantially
comparable  to  those of the shares of Common Stock, are deemed in good faith by
the  Board  of  Directors of the Company to have substantially the same value as
the  shares  of  Common  Stock  (such  shares  of  Preferred Stock and shares or
fractions  of  shares  of preferred stock are hereinafter referred to as "Common
Stock  Equivalents")),  (4) debt securities of the Company, (5) other assets, or
(6)  any  combination  of  the foregoing, having a value that, when added to the
value  of  the  shares of Common Stock issued upon exercise of such Right, shall
have  an  aggregate  value  equal  to  the Current Value (less the amount of any
reduction  in  such  Purchase


                                       13
<PAGE>
Price), where such aggregate value has been determined by the Board of Directors
of  the  Company  upon  the advice of a nationally recognized investment banking
firm  selected in good faith by the Board of Directors of the Company; provided,
                                                                       --------
however,  that if the Company shall not make adequate provision to deliver value
-------
pursuant to clause (B) above within thirty (30) days following the Flip-In Event
(the date of the Flip-In Event being the "Section 11(a)(ii) Trigger Date"), then
the Company shall be obligated to deliver, to the extent permitted by applicable
law  and any material agreements then in effect to which the Company is a party,
upon the surrender for exercise of a Right and without requiring payment of such
Purchase  Price,  shares of Common Stock (to the extent available), and then, if
necessary,  such number or fractions of shares of Preferred Stock (to the extent
available)  and  then,  if  necessary,  cash,  which  shares and/or cash have an
aggregate  value  equal  to  the  Spread. If, upon the occurrence of the Flip-In
Event,  the Board of Directors of the Company shall determine in good faith that
it  is  likely  that  sufficient  additional  shares  of  Common  Stock could be
authorized  for issuance upon exercise in full of the Rights, then, if the Board
of  Directors  of  the  Company  so elects, the thirty (30) day period set forth
above  may  be  extended  to the extent necessary, but not more than ninety (90)
days  after  the  Section  11(a)(ii) Trigger Date, in order that the Company may
seek  stockholder approval for the authorization of such additional shares (such
thirty  (30)  day  period,  as  it  may  be  extended,  is  herein  called  the
"Substitution  Period").  To  the  extent  that the Company determines that some
action  need  be  taken  pursuant  to  the  second and/or third sentence of this
Section  11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii)
-------------------                                            -----------------
hereof  and the last sentence of this Section 11(a)(iii), that such action shall
                                      ------------------
apply uniformly to all outstanding Rights and (y) may suspend the exercisability
of  the  Rights until the expiration of the Substitution Period in order to seek
any  authorization of additional shares and/or to decide the appropriate form of
distribution  to  be  made pursuant to such second sentence and to determine the
value  thereof.  In  the event of any such suspension, the Company shall issue a
public  announcement  stating  that  the  exercisability  of the Rights has been
temporarily  suspended,  as  well  as  a public announcement at such time as the
suspension  is no longer in effect. For purposes of this Section 11(a)(iii), the
                                                         ------------------
value  of the shares of Common Stock shall be the current per share market price
(as  determined  pursuant  to Section 11(d)(i)) on the Section 11(a)(ii) Trigger
                              -----------------
Date  and  the  per  share  or fractional value of any "Common Stock Equivalent"
shall be deemed to equal the current per share market price of the Common Stock.
The  Board  of  Directors  of  the  Company  may,  but shall not be required to,
establish  procedures  to  allocate  the right to receive shares of Common Stock
upon the exercise of the Rights among holders of Rights pursuant to this Section
                                                                         -------
11(a)(iii).
----------

     (b)     In  case  the  Company  shall fix a record date for the issuance of
rights,  options  or  warrants  to all holders of Preferred Stock entitling them
(for  a  period  expiring  within  45  calendar  days after such record date) to
subscribe  for  or  purchase  Preferred Stock (or shares having the same rights,
privileges,  and  preferences  as  the  Preferred  Stock  ("Equivalent Preferred
Shares")) or securities convertible into Preferred Stock or Equivalent Preferred
Shares  at  a  price per share of Preferred Stock or Equivalent Preferred Shares
(or  having  a conversion price per share, if a security convertible into shares
of  Preferred  Stock  or Equivalent Preferred Shares) less than the then-current
per  share  market  price of the Preferred Stock (determined pursuant to Section
                                                                         -------
11(d) hereof) on such record date, the Purchase Price to be in effect after such
-----
record  date  shall  be  determined  by multiplying the Purchase Price in effect
immediately  prior  to  such  record  date by a fraction, the numerator of which
shall be the number of shares of



                                       14
<PAGE>
Preferred  Stock and Equivalent Preferred Shares outstanding on such record date
plus  the  number  of  shares of Preferred Stock and Equivalent Preferred Shares
that  the  aggregate  offering  price of the total number of shares of Preferred
Stock  and/or Equivalent Preferred Shares so to be offered (and/or the aggregate
initial  conversion  price of the convertible securities so to be offered) would
purchase at such current market price, and the denominator of which shall be the
number  of shares of Preferred Stock and Equivalent Preferred Shares outstanding
on  such  record  date  plus  the number of additional shares of Preferred Stock
and/or  Equivalent  Preferred  Shares to be offered for subscription or purchase
(or  into  which  the  convertible  securities  so  to  be offered are initially
convertible);  provided, however, that in no event shall the consideration to be
               --------  -------
paid  upon the exercise of one Right be less than the aggregate par value of the
shares  of  capital stock of the Company issuable upon exercise of one Right. In
case such subscription price may be paid in a consideration part or all of which
shall  be in a form other than cash, the value of such consideration shall be as
determined  in  good  faith  by  the  Board  of  Directors of the Company, whose
determination  shall  be  described  in a statement filed with the Rights Agent.
Shares  of  Preferred Stock and Equivalent Preferred Shares owned by or held for
the  account  of  the Company shall not be deemed outstanding for the purpose of
any such computation. Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights, options or warrants are
not  so  issued,  the  Purchase Price shall be adjusted to be the Purchase Price
that  would  then  be  in  effect  if  such  record  date  had  not  been fixed.

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

     (d)     (i)     Except as otherwise provided herein, for the purpose of any
computation  hereunder,  the "current per share market price" of any security (a
"Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed
                                   ----------------
to be the average of the daily closing prices per share of such Security for the
30  consecutive  Trading  Days (as such term is hereinafter defined) immediately
prior  to  such  date; provided, however, that in the event that the current per
                       --------  -------
share  market  price of the Security is determined during a period following the
announcement by


                                       15
<PAGE>
the  issuer  of such Security of (A) a dividend or distribution on such Security
payable  in  shares of such Security or securities convertible into such shares,
or  (B)  any  subdivision, combination or reclassification of such Security, 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 to reflect the current market price per
share  equivalent  of such Security. The closing price for each day shall be the
last  sale price, regular way, or, in case no such sale takes place on such day,
the  average of the closing bid and asked prices, regular way, in either case as
reported by the principal consolidated transaction reporting system with respect
to  securities  listed or admitted to trading on the New York Stock Exchange or,
if  the  Security  is  not  listed  or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with  respect to securities listed on the principal national securities exchange
on  which  the  Security is listed or admitted to trading or, if the Security is
not  listed or admitted to trading on any national securities exchange, the last
quoted  price  or,  if  not so quoted, the average of the high bid and low asked
prices  on  NASDAQ  or  in the over-the-counter market, as reported by NASDAQ or
such  other  system  then  in  use,  or, if on any such date the Security is not
quoted by any such organization, the average of the closing bid and asked prices
as  furnished  by  a  professional  market maker making a market in the Security
selected  by the Board of Directors of the Company. The term "Trading Day" shall
mean  a  day  on  which  the principal national securities exchange on which the
Security  is  listed  or  admitted  to  trading  is  open for the transaction of
business  or,  if  the  Security  is  not  listed  or admitted to trading on any
national  securities  exchange,  a  Business  Day.

          (ii)     For  the  purpose  of  any  computation  hereunder,  if  the
Preferred  Stock is publicly traded, the "current per share market price" of the
Preferred  Stock  shall be determined in accordance with the method set forth in
Section  11(d)(i).  If the Preferred Stock is not publicly traded but the Common
-----------------
Stock  is publicly traded, the "current per share market price" of the Preferred
Stock  shall  be conclusively deemed to be the current per share market price of
the  Common  Stock  as determined pursuant to Section 11(d)(i) multiplied by the
                                              ----------------
then-applicable  Adjustment  Number  (as defined in and determined in accordance
with  the  Certificate  of Designation for the Preferred Stock).  If neither the
Common  Stock  nor  the  Preferred  Stock is publicly 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)     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 that 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 hundred-thousandth of a
share  of  Preferred  Stock or one-hundredth of a share of Common Stock or other
share  or  security  as  the case may be.  Notwithstanding the first sentence of
this  Section 11(e), any adjustment required by this Section 11 shall be made no
      -------------                                  ----------
later  than the earlier of (i) three years from the date of the transaction that
requires  such  adjustment  or  (ii)  the  Expiration  Date.


                                       16
<PAGE>
     (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 the Preferred
Stock,  thereafter  the  Purchase  Price  and the number of such other shares so
receivable  upon exercise of a Right shall be subject to adjustment from time to
time  in  a  manner  and  on  terms  as  nearly equivalent as practicable to the
provisions  with  respect  to  the  Preferred Stock contained in Sections 11(a),
                                                                 --------------
11(b),  11(c),  11(e),  11(h),  11(i),  and 11(m) hereof, as applicable, and the
-----   -----   -----   -----   -----       -----
provisions of Sections 7, 9, 10, 13, and 14 hereof with respect to the Preferred
              ----------  -  --  --      --
Stock shall apply on like terms to any such other shares.

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

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

     (i)     The Company may elect on or after the date of any adjustment of the
Purchase  Price  pursuant to Sections 11(b) or 11(c) hereof to adjust the number
                             --------------    -----
of  Rights,  in  substitution  for  any  adjustment  in  the  number  of  one
one-thousandths of a share of Preferred Stock purchasable upon the exercise of a
Right.  Each  of  the  Rights outstanding after such adjustment of the number of
Rights  shall be exercisable for the number of one one-thousandths of a share of
Preferred  Stock  for  which  a  Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the number of
Rights  shall  become  that  number  of  Rights  (calculated  to  the  nearest
one-hundredth)  obtained  by  dividing  the Purchase Price in effect immediately
prior  to  adjustment  of  the  Purchase  Price  by the Purchase Price in effect
immediately  after  adjustment  of the Purchase Price.  The Company shall make a
public  announcement  of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment  to  be made.  Such 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, then upon each adjustment
of  the  number  of  Rights  pursuant  to this Section 11(i) the Company may, as
                                               -------------
promptly  as  practicable, cause to be distributed to holders of record of Right
Certificates  on  such  record  date  Right  Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
----------
as  a result of such adjustment or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right  Certificates  held  by  such holders prior to the date of adjustment, and
upon  surrender  thereof,  if  required  by  the Company, new Right Certificates
evidencing  all  the  Rights  to  which  such  holders  shall  be


                                       17
<PAGE>
entitled after such adjustment. Right Certificates so to be distributed shall be
issued,  executed, and countersigned in the manner provided for herein and shall
be registered in the names of the holders of record of Right Certificates on the
record  date  specified  in  the  public  announcement.

     (j)     Irrespective  of  any adjustment or change in the Purchase Price or
the  number  of  one one-thousandths of a share of Preferred Stock issuable upon
the  exercise  of  a  Right,  the  Right Certificates theretofore and thereafter
issued  may  continue  to  express  the  Purchase  Price  and  the number of one
one-thousandths of a share of Preferred Stock that were expressed in the initial
Right  Certificates  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 fraction of
Preferred  Stock  or  other  shares of capital stock issuable upon exercise of a
Right,  the  Company shall take any corporate action that 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 Preferred Stock or other such
shares  at  such  adjusted  Purchase  Price.

     (l)     In  any  case  in  which  this  Section  11  shall  require that an
                                             -----------
adjustment  in  the  Purchase  Price be made effective as of a record date for a
specified  event,  the  Company  may elect to defer until the occurrence of such
event  issuing  to  the holder of any Right exercised after such record date the
Preferred  Stock  and  other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Preferred 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  to make such adjustments in the Purchase Price, in
addition  to  those adjustments expressly required by this Section 11, as and to
                                                           ----------
the  extent  that  it  in its sole discretion shall determine to be advisable in
order  that  any  (i)  consolidation or subdivision of the Preferred Stock, (ii)
issuance  wholly  for  cash  of  any  shares of Preferred Stock at less than the
current  market  price,  (iii)  issuance  wholly  for cash of Preferred Stock or
securities  that  by  their  terms  are  convertible  into  or  exchangeable for
Preferred  Stock,  (iv)  dividends  on  Preferred  Stock  payable  in  shares of
Preferred  Stock,  or (v) issuance of rights, options or warrants referred to in
Section  11(b),  hereafter made by the Company to holders of its Preferred Stock
--------------
shall  not  be  taxable  to  such  stockholders.

     (n)     Anything  in this Agreement to the contrary notwithstanding, in the
event  that  at  any  time  after  the  date  of this Agreement and prior to the
Distribution  Date  the  Company  shall  (i) declare and pay any dividend on the
Common  Stock  payable in Common Stock or (ii) effect a subdivision, combination
or  consolidation  of the Common Stock (by reclassification or otherwise than by
payment  of  a dividend payable in Common Stock) into a greater or lesser number
of  shares  of  Common  Stock,  then,  in  each  such case, the number of Rights
associated  with  each  share  of  Common  Stock  then outstanding, or issued or
delivered  thereafter,  shall  be proportionately adjusted so that the number of
Rights  thereafter associated with each share of


                                       18
<PAGE>
Common  Stock  following  any  such  event  shall  equal  the result obtained by
multiplying  the  number  of  Rights  associated with each share of Common Stock
immediately  prior  to  such event by a fraction the numerator of which shall be
the  total number of shares of Common Stock outstanding immediately prior to the
occurrence  of  the event and the denominator of which shall be the total number
of  shares  of  Common Stock outstanding immediately following the occurrence of
such  event.

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

     Section  12.  Certificate  of  Adjusted Purchase Price or Number of Shares.
                   ------------------------------------------------------------
Whenever  an  adjustment  is  made  as  provided in Section 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 and the
Preferred Stock a copy of such certificate, and (c) mail a brief summary thereof
to  each  holder of a Right Certificate in accordance with Section 25 hereof (if
                                                           ----------
so required under Section 25 hereof).  The Rights Agent shall be fully protected
                  ----------
in  relying  on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of any such adjustment unless and until it
shall  have  received  such  certificate.

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

     (a)     In the event, directly or indirectly, at any time after the Flip-In
Event  (i)  the  Company  shall  consolidate  with or shall merge into any other
Person,  (ii)  any  Person shall merge with and into the Company and the Company
shall  be  the  continuing  or  surviving  corporation  of  such  merger and, in
connection  with  such  merger, all or part of the Common Stock shall be changed
into  or  exchanged for stock or other securities of any other Person (or of the
Company)  or  cash  or  any  other  property, or (iii) the Company shall sell or
otherwise  transfer  (or one or more of its Subsidiaries shall sell or otherwise
transfer),  in one or more transactions, assets or earning power aggregating 50%
or  more  of  the  assets  or  earning power of the Company and its Subsidiaries
(taken  as  a  whole) to any other Person (other than the Company or one or more
wholly-owned  Subsidiaries  of  the  Company), then upon the first occurrence of
such  event,  proper  provision shall be made so that (A) each holder of a Right
(other  than  Rights that have become void pursuant to Section 11(a)(ii) hereof)
                                                       -----------------
shall  thereafter  have  the  right to receive, upon the exercise thereof at the
Purchase  Price  (as  theretofore  adjusted in accordance with Section 11(a)(ii)
                                                               -----------------
hereof), in accordance with the terms of this Agreement and in lieu of shares of
Preferred  Stock  or  Common  Stock  of  the  Company,  such  number  of validly
authorized and issued, fully paid, non-assessable and freely tradeable shares of
Common  Stock  of the Principal Party (as such term is hereinafter defined), not
subject  to  any  liens,  encumbrances, rights of first refusal or other adverse
claims,  as  shall  equal the result obtained by dividing the Purchase Price (as
theretofore  adjusted in accordance with Section 11(a)(ii) hereof) by 50% of the
                                         -----------------
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


                                       19
<PAGE>
transfer; provided, however, that the Purchase Price (as theretofore adjusted in
          --------  -------
accordance  with  Section  11(a)(ii)  hereof) and the number of shares of Common
                  ------------------
Stock  of  such  Principal Party so receivable upon exercise of a Right shall be
subject  to  further  adjustment as appropriate in accordance with Section 11(f)
                                                                   -------------
hereof  to  reflect  any events occurring in respect of the Common Stock of such
Principal  Party  after  the  occurrence  of such consolidation, merger, sale or
transfer;  (B)  such  Principal  Party shall thereafter be liable for, and shall
assume,  by  virtue  of  such  consolidation,  merger, sale or transfer, all the
obligations  and  duties of the Company pursuant to this Agreement; (C) the term
"Company"  shall  thereafter be deemed to refer to such Principal Party; and (D)
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  of any such
      ----------
transaction  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  its  Common  Stock  thereafter  deliverable upon the exercise of the
Rights;  provided  that,  upon  the  subsequent occurrence of any consolidation,
         --------
merger, sale or transfer of assets or other extraordinary transaction in respect
of  such  Principal Party, each holder of a Right shall thereupon be entitled to
receive,  upon exercise of a Right and payment of the Purchase Price as provided
in  this  Section  13(a), such cash, shares, rights, warrants and other property
          --------------
that  such  holder  would  have been entitled to receive had such holder, at the
time  of  such  transaction,  owned  the  Common  Stock  of  the Principal Party
receivable upon the exercise of a Right pursuant to this Section 13(a), and such
                                                         -------------
Principal  Party  shall  take  such  steps  (including,  but  not  limited  to,
reservation  of  shares  of  stock) as may be necessary to permit the subsequent
exercise  of  the  Rights  in  accordance  with  the terms hereof for such cash,
shares,  rights,  warrants  and  other  property.

     (b)     "Principal  Party"  shall  mean:

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

          (ii)     in  the  case  of  any  transaction described in (iii) of the
first  sentence  of Section 13(a) hereof, the Person that is the party receiving
                    -------------
the greatest portion of the assets or earning power transferred pursuant to such
transaction  or  transactions,  or,  if  each  Person  that  is  a party to such
transaction  or  transactions receives the same portion of the assets or earning
power  so  transferred  or  if  the Person receiving the greatest portion of the
assets  or  earning power cannot be determined, whichever of such Persons is the
issuer  of  Common  Stock  having  the greatest aggregate market value of shares
outstanding; provided, however, that in any such case described in the foregoing
             --------  -------
clause (b)(i) or (b)(ii), if the Common Stock of such Person is not at such time
or has not been continuously over the preceding 12-month period registered under
Section  12 of


                                       20
<PAGE>
the  Exchange Act, then (1) if such Person is a direct or indirect Subsidiary of
another Person the Common Stock of which is and has been so registered, the term
"Principal  Party"  shall refer to such other Person, or (2) if such Person is a
Subsidiary, directly or indirectly, of more than one Person, the Common Stock of
all  of  which  is  and has been so registered, the term "Principal Party" shall
refer  to  whichever  of  such  Persons is the issuer of Common Stock having the
greatest  aggregate market value of shares outstanding, or (3) if such Person is
owned,  directly or indirectly, by a joint venture formed by two or more Persons
that  are  not  owned, directly or indirectly, by the same Person, the rules set
forth  in  clauses (1) and (2) above shall apply to each of the owners having an
interest  in  the  venture  as  if  the  Person owned by the joint venture was a
Subsidiary  of  both  or all of such joint venturers, and the Principal Party in
each  such  case  shall bear the obligations set forth in this Section 13 in the
                                                               ----------
same  ratio as its interest in such Person bears to the total of such interests.

     (c)     The Company shall not consummate any consolidation, merger, sale or
transfer  referred  to  in Section 13(a) hereof unless prior thereto the Company
                           -------------
and  the  Principal  Party involved therein shall have executed and delivered to
the Rights Agent an agreement confirming that the requirements of Sections 13(a)
                                                                  --------------
and  (b)  hereof  shall promptly be performed in accordance with their terms and
     ---
that  such consolidation, merger, sale or transfer of assets shall not result in
a  default  by  the  Principal Party under this Agreement as the same shall have
been  assumed  by  the Principal Party pursuant to Sections 13(a) and (b) hereof
                                                   --------------     ---
and  providing  that,  as  soon  as  practicable  after executing such agreement
pursuant to this Section 13, the Principal Party will:
                 ----------

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

          (ii)     use  its  best  efforts, if the Common Stock of the Principal
Party  shall  be listed or admitted to trading on the New York Stock Exchange or
on  another  national  securities  exchange,  to  list  or  admit to trading (or
continue the listing of) the Rights and the securities purchasable upon exercise
of the Rights on the New York Stock Exchange or such securities exchange, or, if
the  Common  Stock  of  the  Principal  Party shall not be listed or admitted to
trading  on  the  New  York Stock Exchange or a national securities exchange, to
cause the Rights and the securities receivable upon exercise of the Rights to be
authorized for quotation on NASDAQ or on such other system then in use;

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

          (iv)     obtain  waivers  of any rights of first refusal or preemptive
rights in respect of the Common Stock of the Principal Party subject to purchase
upon  exercise  of  outstanding  Rights.


                                       21
<PAGE>
     (d)     In  case  the  Principal  Party  has  a  provision  in  any  of its
authorized securities or in its certificate of incorporation or by-laws or other
instrument  governing  its affairs, which provision would have the effect of (i)
causing  such Principal Party to issue (other than to holders of Rights pursuant
to  this  Section  13),  in  connection  with,  or  as  a  consequence  of,  the
          -----------
consummation  of  a transaction referred to in this Section 13, shares of Common
                                                    ----------
Stock  or  Common  Stock  Equivalents  of  such Principal Party at less than the
then-current  market  price  per  share  thereof (determined pursuant to Section
                                                                         -------
11(d)  hereof)  or securities exercisable for, or convertible into, Common Stock
-----
or  Common  Stock  Equivalents  of  such  Principal  Party  at  less  than  such
then-current  market  price,  or  (ii) providing for any special payment, tax or
similar  provision  in  connection with the issuance of the Common Stock of such
Principal  Party  pursuant to the provisions of Section 13, then, in such event,
                                                ----------
the  Company  hereby  agrees  with  each  holder  of  Rights  that  it shall not
consummate  any  such  transaction  unless  prior  thereto  the Company and such
Principal  Party  shall  have  executed  and  delivered  to  the  Rights Agent a
supplemental  agreement  providing  that  the  provision  in  question  of  such
Principal  Party  shall  have  been  canceled,  waived  or  amended, or that the
authorized  securities  shall be redeemed, so that the applicable provision will
have  no  effect in connection with, or as a consequence of, the consummation of
the  proposed  transaction.

     (e)     The  Company  covenants  and  agrees that it shall not, at any time
after  the  Flip-In  Event,  enter into any transaction of the type described in
clauses  (i)  through  (iii)  of  Section  13(a) hereof if (i) at the time of or
                                  --------------
immediately  after  such  consolidation,  merger,  sale,  transfer  or  other
transaction  there  are  any rights, warrants or other instruments or securities
outstanding  or  agreements  in  effect  that  would  substantially  diminish or
otherwise  eliminate  the  benefits  intended to be afforded by the Rights, (ii)
prior  to,  simultaneously with or immediately after such consolidation, merger,
sale,  transfer  or  other  transaction,  the  stockholders  of  the Person that
constitutes,  or  would  constitute, the Principal Party for purposes of Section
                                                                         -------
13(b)  hereof  shall  have received a distribution of Rights previously owned by
-----
such  Person  or any of its Affiliates or Associates or (iii) the form or nature
of  organization  of  the  Principal  Party  would  preclude  or  limit  the
exercisability  of  the  Rights.

     Section  14.  Fractional  Rights  and  Fractional  Shares.
                   -------------------------------------------

     (a)     The  Company  shall  not  be  required to issue fractions of Rights
(except  prior to the Distribution Date in accordance with Section 11(n) hereof)
                                                           -------------
or to distribute Right Certificates that 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 the Rights for the
Trading  Day immediately prior to the date on which such fractional Rights would
have  been  otherwise issuable.  The closing price for any day shall be the last
sale  price,  regular way, or, in case no such sale takes place on such day, the
average  of  the  closing  bid  and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to  securities  listed or admitted to trading on the New York Stock Exchange or,
if  the  Rights  are  not  listed  or  admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system


                                       22
<PAGE>
with  respect to securities listed on the principal national securities exchange
on  which the Rights are listed or admitted to trading or, if the Rights are not
listed  or  admitted  to  trading  on any national securities exchange, the last
quoted  price  or,  if  not so quoted, the average of the high bid and low asked
prices  on  NASDAQ  or  in the over-the-counter market, as reported by NASDAQ or
such  other system then in use or, if on any such date the Rights are not quoted
by  any  such  organization,  the average of the closing bid and asked prices as
furnished  by a professional market maker making a market in the Rights selected
by  the  Board  of Directors of the Company.  If on any such date no such market
maker  is  making  a  market in the Rights, the fair value of the Rights on such
date  as determined in good faith by the Board of Directors of the Company shall
be  used.

     (b)     The  Company  shall not be required to issue fractions of Preferred
Stock (other than fractions that are integral multiples of one one-thousandth of
a  share  of  Preferred  Stock)  or  to  distribute  certificates  that evidence
fractional  shares  of  Preferred  Stock (other than fractions that are integral
multiples of one one-thousandth of a share of Preferred Stock) upon the exercise
or  exchange  of  Rights.  Interests in fractions of Preferred Stock in integral
multiples  of  one  one-thousandth  of  a  share  of Preferred Stock may, at the
election  of  the  Company,  be evidenced by depositary receipts, pursuant to an
appropriate  agreement  between  the  Company  and  a depositary selected by it;
provided,  that such agreement shall provide that the holders of such depositary
--------
receipts  shall  have  all the rights, privileges, and preferences to which they
are  entitled  as  beneficial  owners of the Preferred Stock represented by such
depositary  receipts.  In  lieu of fractional shares of Preferred Stock that are
not  integral multiples of one one-thousandth of a share of Preferred Stock, the
Company  shall  pay  to the registered holders of Right Certificates at the time
such  Rights  are  exercised  or  exchanged as herein provided an amount in cash
equal  to  the  same  fraction  of  the current market value of a whole share of
Preferred  Stock (as determined in accordance with Section 14(a) hereof) for the
                                                   -------------
Trading Day immediately prior to the date of such exercise or exchange.

     (c)     The  Company  shall not be required to issue fractions of shares of
Common  Stock  or  to distribute certificates that evidence fractional shares of
Common  Stock  upon  the  exercise  or  exchange  of  Rights.  In  lieu  of such
fractional  shares  of  Common  Stock,  the  Company shall pay to the registered
holders of the Right Certificates with regard to which such fractional shares of
Common  Stock  would  otherwise  be issuable an amount in cash equal to the same
fraction  of  the  current  market  value  of  a whole share of Common Stock (as
determined  in  accordance  with  Section  14(a)  hereof)  for  the  Trading Day
                                  --------------
immediately prior to the date of such exercise or exchange.

     (d)     By  the  acceptance  of a Right, the holder of such Right expressly
waives his, her, or its right to receive any fractional Rights or any fractional
shares  upon  exercise  or  exchange  of  a  Right  (except  as provided above).

     Section  15.  Rights  of  Action.  All  rights of action in respect of this
                   ------------------
Agreement,  excepting  the  rights  of  action  given  to the Rights Agent under
Section  18 hereof, are vested in the respective registered holders of the Right
-----------
Certificates (and, prior to the Distribution Date, the registered holders of the
Common  Stock); and any registered holder of any Right Certificate (or, prior to
the  Distribution  Date, of the Common Stock), without the consent of the Rights
Agent


                                       23
<PAGE>
or  of  the holder of any other Right Certificate (or, prior to the Distribution
Date,  of the Common Stock), on his, her, or its own behalf and for his, her, or
its own benefit, may enforce, and may institute and maintain any suit, action or
proceeding  against the Company to enforce, or otherwise act in respect of, his,
her,  or  its  right  to exercise the Rights evidenced by such Right Certificate
(or,  prior  to the Distribution Date, such Common Stock) in the manner provided
therein  and  in  this Agreement. Without limiting the foregoing or any remedies
available  to  the  holders  of Rights, it is specifically acknowledged that the
holders  of  Rights  would  not have an adequate remedy at law for any breach of
this  Agreement  and will be entitled to specific performance of the obligations
under,  and  injunctive  relief  against actual or threatened violations of, the
obligations of any Person subject to this Agreement.

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

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

     (b)     after  the  Distribution  Date,  the  Right  Certificates  are
transferable  only  on  the registry books of the Rights Agent if surrendered at
the  office  or  agency  of  the  Rights Agent designated for such purpose, duly
endorsed or accompanied by a proper instrument of transfer; and

     (c)     the  Company  and the Rights Agent may deem and treat the Person in
whose name the Right Certificate (or, prior to the Distribution Date, the Common
Stock certificate) 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 Common Stock certificate made by anyone other than the
Company  or  the  Rights  Agent)  for  all  purposes whatsoever, and neither the
Company  nor the Rights Agent, subject to Section 7(e) hereof, shall be affected
                                          ------------
by  any  notice  to  the  contrary.

     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 the Preferred Stock or any other
securities  of  the  Company that may at any time be issuable on the exercise or
exchange  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 this Agreement), or to receive dividends or
subscription  rights,  or  otherwise,  until  the Rights evidenced by such Right
Certificate  shall  have  been  exercised  or  exchanged  in accordance with the
provisions  hereof.


                                       24
<PAGE>
     Section  18.  Concerning  the  Rights  Agent.
                   ------------------------------

     (a)     The  Company  agrees  to  pay  to  the  Rights  Agent  reasonable
compensation  for  all services rendered by it hereunder and, from time to time,
on  demand  of  the  Rights  Agent, its reasonable expenses and counsel fees and
other  disbursements  incurred  in  the  administration  and  execution  of this
Agreement and the exercise and performance of its duties hereunder.  The Company
also  agrees to indemnify the Rights Agent for, and to hold it harmless against,
any  loss,  liability  or  expense,  incurred  without  negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance and administration of this
Agreement,  including  the  costs and expenses of defending against any claim of
liability  arising  therefrom,  directly  or  indirectly.

     (b)     The  Rights  Agent  shall be protected and shall incur no liability
for,  or in respect of any action taken, suffered or omitted by it in connection
with,  its  administration  of  this  Agreement  in  reliance  upon  any  Right
Certificate  or certificate for the Preferred Stock or 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.
                   ------------------------------------------------------------

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

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


                                       25
<PAGE>
or in its changed name; and in all such cases such Right Certificates shall have
the full force provided in the Right Certificates and in this Agreement.

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

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

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

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

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

     (e)     The  Rights  Agent shall not be under any responsibility in respect
of  the  validity of this Agreement or the execution and delivery hereof (except
the  due  execution hereof by the Rights Agent) or in respect of the validity or
execution  of  any  Right Certificate (except its countersignature thereof); nor
shall  it  be  responsible  for  any  breach  by  the Company of any covenant or
condition  contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights  becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in
                                  -----------------
the  terms  of the Rights provided for in Sections 3, 11, 13, 23, and 24, or the
                                          ----------  --  --  --      --
ascertaining  of  the  existence  of facts that would require any such change or
adjustment  (except  with  respect  to the exercise of Rights evidenced by Right
Certificates  after  receipt  of a certificate furnished pursuant to Section 12,
                                                                     ----------
describing  such  change  or  adjustment);  nor shall it by any act hereunder be
deemed  to  make  any  representation  or  warranty  as  to the authorization or
reservation  of  any  shares of Preferred Stock or other securities to be issued
pursuant  to this Agreement or any Right Certificate or as to whether any shares
of  Preferred Stock or other securities will, when issued, be validly authorized
and  issued,  fully  paid,  and  nonassessable.


                                       26
<PAGE>
     (f)     The  Company agrees that it will perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by  the  Rights  Agent for the carrying out or performing by the Rights Agent of
the  provisions  of  this  Agreement.

     (g)     The  Rights  Agent  is  hereby  authorized  and  directed to accept
instructions  with  respect  to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be one of the President 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.  Any application by the Rights Agent for written instructions from
the  Company  may,  at  the option of the Rights Agent, set forth in writing any
action  proposed to be taken or omitted by the Rights Agent under this Agreement
and  the  date on and/or after which such action shall be taken or such omission
shall  be  effective.  The Rights Agent shall not be liable for any action taken
by,  or  omission of, the Rights Agent in accordance with a proposal included in
any  such  application on or after the date specified in such application (which
date shall not be less than five Business Days after the date any officer of the
Company  actually  receives  such application unless any such officer shall have
consented in writing to an earlier date) unless, prior to taking any such action
(or  the effective date in the case of an omission), the Rights Agent shall have
received  written  instructions  in  response to such application specifying the
action  to  be  taken  or  omitted.

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

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

     (j)     If,  with  respect  to  any  Rights  Certificate surrendered to the
Rights  Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse thereof,
as  the  case  may  be,  has  not been completed to certify the holder is not an
Acquiring Person (or an Affiliate or Associate thereof) or a transferee thereof,
the  Rights  Agent  shall  not  take  any  further  action  with respect to such
requested exercise or transfer without first consulting with the Company.

     Section  21.  Change  of  Rights  Agent.  The Rights Agent or any successor
                   -------------------------
Rights  Agent  may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of  the  Common  Stock  or Preferred


                                       27
<PAGE>
Stock  by registered or certified mail, and, following the Distribution Date, to
the  holders  of  the  Right  Certificates  by first-class mail. The Company may
remove  the  Rights  Agent or any successor Rights Agent upon 30 days' notice in
writing,  mailed  to the Rights Agent or successor Rights Agent, as the case may
be,  and  to  each  transfer  agent  of  the  Common Stock or Preferred Stock by
registered  or  certified  mail,  and,  following  the Distribution Date, 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 corporation organized and doing business under the laws
of  the  United  States  or  the  laws  of any state of the United States or the
District  of Columbia, in good standing, having an office in the State of Nevada
or  the  State  of  New  York,  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 $50
million.  After appointment, the successor Rights Agent shall be vested with the
same  powers,  rights, duties, and responsibilities as if it had been originally
named  as  Rights  Agent without further act or deed; but the predecessor Rights
Agent  shall  deliver and transfer to the successor Rights Agent any property at
the  time  held  by  it hereunder and execute and deliver any further assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date  of  any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred  Stock  and, following the Distribution Date, 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 Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such forms
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 Agreement.  In addition, in connection
with  the  issuance  or sale of Common Stock following the Distribution Date and
prior  to  the Expiration Date, the Company may with respect to shares of Common
Stock  so  issued  or  sold  (i) pursuant to the exercise of stock options, (ii)
under  any  employee plan or arrangement, (iii) upon the exercise, conversion or
exchange  of  securities,  notes  or  debentures  issued  by the Company or (iv)
pursuant to a contractual obligation of the Company, in each case existing prior
to the Distribution Date, issue Rights Certificates representing the appropriate
number of Rights in connection with such issuance or sale.


                                       28
<PAGE>
     Section  23.  Redemption.
                   ----------

     (a)     The  Board  of  Directors  of the Company, at any time prior to the
Flip-In  Event,  may  cause  the Company to redeem all but not less than all the
then-outstanding  Rights  at a redemption price of $.01 per Right, appropriately
adjusted  to  reflect  any  stock  split,  stock dividend or similar transaction
occurring  in  respect of the Common Stock after the date hereof (the redemption
price  being hereinafter referred to as 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 of the Company in its sole discretion may
establish.  The Redemption Price shall be payable, at the option of the Company,
in  cash,  shares  of  Common  Stock, or such other form of consideration as the
Board of Directors of the Company shall determine.

     (b)     Immediately  upon  the  action  of  the  Board  of Directors of the
Company  ordering the redemption of the Rights pursuant to Section 23 (a) (or at
                                                           --------------
such  later  time as the Board of Directors of the Company may establish for the
effectiveness  of  such  redemption), 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 of the Company ordering the redemption of the Rights (or such
later  time  as  the  Board  of  Directors  of the Company may establish for the
effectiveness of such redemption), 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, prior to the
Distribution  Date,  on  the registry books of the transfer agent for the Common
Stock.  Any  notice that is mailed in the manner herein provided shall be deemed
given,  whether  or  not  the  holder  receives the notice.  Each such notice of
redemption  shall  state the method by which the payment of the Redemption Price
will  be  made.

     Section  24.  Exchange.
                   --------

     (a)     The  Board  of Directors of the Company, at its option, at any time
after  the  Flip-In  Event, may cause the Company to 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
                                                   -----------------
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 in respect of the Common Stock after the date hereof (such
amount  per  Right  being  hereinafter  referred  to  as  the "Exchange Ratio").
Notwithstanding  the  foregoing, the Board of Directors of the Company shall not
be empowered to effect such exchange at any time after an Acquiring Person shall
have  become  the  Beneficial Owner of shares of Common Stock aggregating 50% or
more  of  the  shares  of  Common  Stock  then  outstanding.  From and after the
occurrence  of  an  event  specified  in  Section  13(a) hereof, any Rights that
                                          --------------
theretofore  have  not  been  exchanged  pursuant  to  this  Section 24(a) shall
                                                             -------------
thereafter  be  exercisable  only  in  accordance with Section 13 and may not be
                                                       ----------
exchanged  pursuant  to  this  Section 24(a).  The exchange of the Rights by the
                               -------------
Board  of  Directors  of the Company may be made effective at such time, on such


                                       29
<PAGE>
basis  and  with such conditions as the Board of Directors of the Company in its
sole  discretion  may  establish.

     (b)     Immediately  upon  the  effectiveness of the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to Section
                                                                         -------
24(a)  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 so exchanged at
their last addresses as they appear upon the registry books of the Rights Agent.
Any  notice  that 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 of
Rights  that will be exchanged.  Any partial exchange shall be effected pro rata
based  on the number of Rights (other than Rights that have become void pursuant
to  the  provisions  of Section 11(a)(ii) hereof) held by each holder of Rights.
                        -----------------

     (c)     The  Company,  at its option, may substitute and, in the event that
there  shall not be sufficient shares of Common Stock issued but not outstanding
or  authorized  but unissued to permit an exchange of Rights for Common Stock as
contemplated in accordance with this Section 24, the Company shall substitute to
                                     ----------
the  extent  of  such  insufficiency,  for each share of Common Stock that would
otherwise  be issuable upon exchange of a Right, a number of shares of Preferred
Stock  or  fraction  thereof  (or  Equivalent  Preferred Shares, as such term is
defined  in  Section  11(b))  such  that  the  current  per  share  market price
             --------------
(determined  pursuant  to  Section 11(d) hereof) of one share of Preferred Stock
                           -------------
(or  Equivalent  Preferred Share) multiplied by such number or fraction is equal
to  the  current per-share market price of one share of Common Stock (determined
pursuant to Section 11(d) hereof) as of the date of such exchange.
            -------------

     Section  25.  Notice  of  Certain  Events.
                   ---------------------------

     (a)     In  case  the  Company  shall  at any time after the earlier of the
Distribution  Date or the Stock Acquisition Date propose (i) to pay any dividend
payable  in  stock of any class to the holders of its Preferred Stock or to make
any  other  distribution  to  the  holders  of its Preferred Stock (other than a
regular  quarterly cash dividend), (ii) to offer to the holders of its Preferred
Stock  rights  or warrants to subscribe for or to purchase any additional shares
of  Preferred  Stock  or  shares  of stock of any class or any other securities,
rights  or  options, (iii) to effect any reclassification of its Preferred Stock
(other  than a reclassification involving only the subdivision or combination of
outstanding  Preferred  Stock),  (iv)  to effect the liquidation, dissolution or
winding  up  of  the  Company,  or  (v)  to pay any dividend on the Common Stock
payable in Common Stock or to effect a subdivision, combination or consolidation
of  the  Common  Stock  (by  reclassification  or  otherwise  than by payment of
dividends  in  Common Stock), then, in each such case, the Company shall give to
each  holder  of  a  Right  Certificate, in accordance with Section 26 hereof, a
                                                            ----------
notice  of  such  proposed  action,  which shall specify the record date for the
purposes  of such dividend or distribution or offering of rights or warrants, or
the  date  on which


                                       30
<PAGE>
such  liquidation,  dissolution,  winding  up,  reclassification,  subdivision,
combination  or  consolidation  is  to  take place and the date of participation
therein  by  the holders of the Common Stock and/or Preferred 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 the Preferred 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 the
holders  of  the  Common  Stock  and/or  Preferred Stock, whichever shall be the
earlier.

     (b)     In  case  any  event  described  in Section 11(a)(ii) or Section 13
                                                 -----------------    ----------
shall  occur,  then  the Company shall as soon as practicable thereafter give to
each  holder  of  a Right Certificate (or if occurring prior to the Distribution
Date,  the  holders of the Common Stock) 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)
                                                               -----------------
and  Section  13  hereof.
     -----------

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

                       YP Corp.
                       Attention: President
                       4840 E. Jasmine Street
                       Mesa, Arizona 85205-3321

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

                       Registrar and Transfer Company
                       Attention: Mary Anne Hurley
                       10 Commerce Drive
                       Cranford, New Jersey 07016

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

     Section  27.  Supplements  and  Amendments.  Except  as  provided  in  the
                   ----------------------------
penultimate  sentence  of  this  Section  27, for so long as the Rights are then
                                 -----------
redeemable,  the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Agreement  in any respect without the approval of any holders of the Rights.  At
any  time  when  the  Rights  are  no  longer  redeemable,  except  as  provided


                                       31
<PAGE>
in  the penultimate sentence of this Section 27, the Company may, and the Rights
                                     ----------
Agent  shall,  if  the  Company  so  directs, supplement or amend this Agreement
without  the approval of any holders of Rights, provided that no such supplement
or  amendment may (a) adversely affect the interests of the holders of Rights as
such  (other  than  an  Acquiring  Person  or  an  Affiliate  or Associate of an
Acquiring Person), (b) cause this Agreement again to become amendable other than
in  accordance  with  this  sentence  or  (c)  cause  the Rights again to become
redeemable.  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  no  supplement or amendment shall be made that changes the Redemption
Price.  Upon  the  delivery  of a certificate from an appropriate officer of the
Company  that  states that the supplement or amendment is in compliance with the
terms  of  this  Section  27,  the Rights Agent shall execute such supplement or
                 -----------
amendment,  provided  that  any  supplement  or  amendment  that  does not amend
            --------
Sections  18,  19, 20 or 21 hereof or this Section 27 in a manner adverse to the
------------   --  --    --                ----------
Rights  Agent  shall become effective immediately upon execution by the Company,
whether or not also executed by the Rights Agent.

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

     Section  29.  Benefits  of this Agreement.  Nothing in this Agreement shall
                   ---------------------------
be construed to give to any Person other than the Company, the Rights Agent, and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Stock) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company,  the Rights Agent, and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Stock).

     Section  30.  Determinations  and  Actions  by the Board of Directors.  The
                   -------------------------------------------------------
Board  of  Directors of the Company shall have the exclusive power and authority
to  administer this Agreement and to exercise the rights and powers specifically
granted to the Board of Directors of the Company or to the Company, or as may be
necessary  or  advisable  in  the  administration  of this Agreement, including,
without  limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, a determination
to  redeem  or  not  redeem the Rights or to amend or not amend this Agreement).
All  such  actions,  calculations,  interpretations, and determinations that are
done  or  made  by  the Board of Directors of the Company in good faith shall be
final,  conclusive  and binding on the Company, the Rights Agent, the holders of
the  Rights,  as  such,  and  all  other  parties.

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

     Section  32.  Governing  Law.  This  Agreement  and  each Right Certificate
                   --------------
issued  hereunder  shall  be  deemed to be a contract made under the laws of the
State  of  New Jersey and


                                       32
<PAGE>
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 Agreement may be executed in any number of
                  ------------
counterparts  and  each of such counterparts shall for all purposes be deemed to
be  an original, and all such counterparts shall together constitute but one and
the  same  instrument.

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

                            [SIGNATURE PAGE FOLLOWS]



                                       33
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.

                                    YP CORP.



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



                                    REGISTRAR AND TRANSFER COMPANY,
                                    as Rights Agent



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


                                       34
<PAGE>
Exhibit A
---------

                                     FORM OF
                           CERTIFICATE OF DESIGNATION

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                    YP CORP.

     YP  CORP., a corporation organized and existing under the laws of the State
of Nevada (the "Corporation"), DOES HEREBY CERTIFY:

     That  pursuant  to  the  authority  vested in the Board of Directors of the
Corporation  (the "Board of Directors") in accordance with the provisions of the
Amended and Restated Articles of Incorporation of the said Corporation, the said
Board of Directors on April 26, 2004 adopted the following resolution creating a
series  of  800,000  shares  of  Preferred  Stock designated as "Series A Junior
Participating  Preferred  Stock":

               RESOLVED,  that pursuant to the authority vested in the
          Board  of  Directors  of this Corporation in accordance with
          the  provisions  of  the  Amended  and  Restated Articles of
          Incorporation  a series of Preferred Stock, par value $0.001
          per  share, of the Corporation be and hereby is created, and
          that  the  designation  and number of shares thereof and the
          voting  and  other  powers,  preferences,  and  relative,
          participating,  optional  or  other  rights of the shares of
          such  series  and  the  qualifications,  limitations  and
          restrictions  thereof  are  as  follows:

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

     1.     Designation  and Amount.  There shall be a series of Preferred Stock
that shall be designated as "Series A Junior Participating Preferred Stock," and
the  number of shares constituting such series shall be 800,000.  Such number of
shares  may  be  increased or decreased by resolution of the Board of Directors;
provided,  however, that no decrease shall reduce the number of shares of Series
A  Junior  Participating  Preferred Stock to less than the number of shares then
issued  and  outstanding  plus  the  number  of shares issuable upon exercise of
outstanding  rights,  options  or  warrants  or  upon  conversion of outstanding
securities  issued  by  the  Corporation.

     2.     Dividends  and  Distribution.

          (A)     Subject to the prior and superior rights of the holders of any
shares  of  any  class  or  series of stock of the Corporation ranking prior and
superior  to  the  shares  of Series A Junior Participating Preferred Stock with
respect  to  dividends,  the  holders of shares of Series A Junior Participating
Preferred  Stock,  in preference to the holders of shares of any class or series



                                      A-1
<PAGE>
of  stock of the Corporation ranking junior to the Series A Junior Participating
Preferred  Stock in respect thereof, shall be entitled to receive, when, as, and
if  declared  by  the  Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of January, April,
July  and  October,  in  each year (each such date being referred to herein as a
"Quarterly  Dividend  Payment Date"), commencing on the first Quarterly Dividend
Payment  Date  after  the  first  issuance  of a share or fraction of a share of
Series  A  Junior Participating Preferred Stock, in an amount per share (rounded
to  the  nearest  cent) equal to the greater of (a) $10.00 or (b) the Adjustment
Number  (as  defined  below)  times  the  aggregate per share amount of all cash
dividends  declared  on  the  Common  Stock,  par value $0.001 per share, of the
Corporation (the "Common Stock"), plus the Adjustment Number times the aggregate
per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other
distributions  other  than  a  dividend  payable  in shares of Common Stock or a
subdivision  of  the  outstanding shares of Common Stock (by reclassification or
otherwise)  declared  on  the  Common  Stock, in each case since the immediately
preceding  Quarterly  Dividend  Payment  Date  or,  with  respect  to  the first
Quarterly  Dividend  Payment  Date,  since  the  first  issuance of any share or
fraction  of  a  share  of  Series  A Junior Participating Preferred Stock.  The
"Adjustment Number" initially shall be 1000.  In the event the Corporation shall
at  any time after May 18, 2004 (i) declare and pay any dividend on Common Stock
payable  in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or  (iii)  combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction, the
numerator  of  which  is  the  number  of  shares  of  Common  Stock outstanding
immediately  after  such  event  and  the  denominator of which is the number of
shares  of  Common Stock that were outstanding immediately prior to such event.

          (B)     The  Corporation  shall  declare a dividend or distribution on
the  Series  A  Junior Participating Preferred Stock as provided in Section 2(A)
                                                                    ------------
above  immediately  after  it  declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).

          (C)     Dividends  shall  begin  to  accrue  and  be  cumulative  on
outstanding  shares  of  Series  A Junior Participating Preferred Stock from the
Quarterly  Dividend Payment Date next preceding the date of issue of such shares
of  Series  A  Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of  issue  of  such  shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which  events  such  dividends shall begin to accrue and be cumulative from such
Quarterly  Dividend  Payment  Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends  paid  on  the  shares  of  Series  A  Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time  accrued  and  payable  on  such  shares  shall  be allocated pro rata on a
share-by-share  basis  among all such shares at the time outstanding.  The Board
of Directors may fix a record date for the determination of holders of shares of
Series  A  Junior Participating Preferred Stock entitled to receive payment of a
dividend


                                      A-2
<PAGE>
or  distribution  declared  thereon,  which record date shall be no more than 60
days prior to the date fixed for the payment thereof.

     3.     Voting  Rights.  The  holders  of  shares  of  Series  A  Junior
Participating Preferred Stock shall have the following voting rights:

          (A)     Each  share  of  Series A Junior Participating Preferred Stock
shall  entitle  the  holder thereof to a number of votes equal to the Adjustment
Number  on  all  matters  submitted  to  a  vote  of  the  stockholders  of  the
Corporation.

          (B)     Except  as required by law, by Section 3(C), and by Section 10
                                                 ------------         ----------
hereof,  holders  of Series A Junior Participating Preferred Stock shall have no
special  voting  rights  and  their consent shall not be required (except to the
extent  they  are  entitled  to  vote  with holders of Common Stock as set forth
herein)  for  taking  any  corporate  action.

          (C)     If,  at the time of any annual meeting of stockholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive)  payable  on  any  share or shares of Series A Junior Participating
Preferred  Stock  are in default, the number of directors constituting the Board
of  Directors  of  the  Corporation  shall  be increased by two.  In addition to
voting  together  with  the  holders  of  Common Stock for the election of other
directors  of  the  Corporation,  the  holders  of record of the Series A Junior
Participating  Preferred Stock, voting separately as a class to the exclusion of
the  holders  of Common Stock, shall be entitled at said meeting of stockholders
(and at each subsequent annual meeting of stockholders), unless all dividends in
arrears  on  the Series A Junior Participating Preferred Stock have been paid or
declared  and  set  apart for payment prior thereto, to vote for the election of
two  directors  of  the  Corporation,  the  holders  of  any  Series  A  Junior
Participating Preferred Stock being entitled to cast a number of votes per share
of  Series  A  Junior  Participating  Preferred Stock as is specified in Section
                                                                         -------
3(A).  Until  the  default  in  payments  of  all  dividends  that permitted the
election  of  said  directors  shall cease to exist, any director who shall have
been  so  elected pursuant to the provisions of this Section 3(C) may be removed
                                                     ------------
at  any  time, without cause, only by the affirmative vote of the holders of the
shares  of Series A Junior Participating Preferred Stock at the time entitled to
cast  a  majority  of the votes entitled to be cast for the election of any such
director  at  a special meeting of such holders called for that purpose, and any
vacancy  thereby created may be filled by the vote of such holders.  If and when
such  default  shall  cease  to  exist,  the  holders  of  the  Series  A Junior
Participating  Preferred Stock shall be divested of the foregoing special voting
rights,  subject  to  revesting  in  the event of each and every subsequent like
default in payments of dividends.  Upon the termination of the foregoing special
voting  rights,  the  terms  of  office of all persons who may have been elected
directors  pursuant to said special voting rights shall forthwith terminate, and
the  number of directors constituting the Board of Directors shall be reduced by
two.  The voting rights granted by this Section 3(C) shall be in addition to any
                                        ------------
other  voting rights granted to the holders of the Series A Junior Participating
Preferred  Stock  in  this  Section  3.
                            ----------


                                      A-3
<PAGE>
     4.     Certain  Restrictions.

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

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

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

               (iii)     purchase  or  otherwise  acquire for consideration any
shares  of Series A Junior Participating Preferred Stock, or any shares of stock
ranking  on  a  parity  with  the Series A Junior Participating Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined  by  the  Board  of  Directors)  to  all  holders  of Series A Junior
Participating Preferred Stock, or to such holders and holders of any such shares
ranking  on a parity therewith, upon such terms as the Board of Directors, after
consideration  of the respective annual dividend rates and other relative rights
and  preferences


                                      A-4
<PAGE>
of  the respective series and classes, shall determine in good faith will result
in  fair  and  equitable  treatment  among  the  respective  series  or classes.

          (B)     The  Corporation  shall  not  permit  any  subsidiary  of  the
Corporation  to  purchase  or  otherwise acquire for consideration any shares of
stock  of  the  Corporation  unless  the  Corporation could, under Section 4(A),
                                                                          -----
purchase  or  otherwise  acquire  such  shares at such time and in such manner.

     5.     Reacquired  Shares.  Any  shares  of  Series  A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever  shall  be  retired promptly after the acquisition thereof.  All such
shares  shall  upon  their  retirement  become authorized but unissued shares of
Preferred  Stock  and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
any  conditions  and  restrictions  on  issuance  set  forth  herein.

     6.     Liquidation,  Dissolution  or  Winding  Up.

          (A)     Upon  any  liquidation,  dissolution  or  winding  up  of  the
Corporation,  voluntary  or  otherwise,  no  distribution  shall  be made to the
holders  of  shares  of  stock  ranking  junior  (either as to dividends or upon
liquidation,  dissolution  or  winding  up) to the Series A Junior Participating
Preferred  Stock unless, prior thereto, the holders of shares of Series A Junior
Participating  Preferred  Stock  shall  have  received  an amount per share (the
"Series  A  Liquidation  Preference")  equal to the greater of (i) $1.00 plus an
amount  equal to accrued and unpaid dividends and distributions thereon, whether
or  not  declared,  to  the  date of such payment, or (ii) the Adjustment Number
times  the  per share amount of all cash and other property to be distributed in
respect  of the Common Stock upon such liquidation, dissolution or winding up of
the  Corporation.

          (B)     In  the  event,  however, that there are not sufficient assets
available  to  permit payment in full of the Series A Liquidation Preference and
the  liquidation  preferences  of  all  other classes and series of stock of the
Corporation,  if  any,  that  rank  on  a  parity  with  the  Series  A  Junior
Participating  Preferred Stock in respect thereof, then the assets available for
such  distribution  shall  be distributed ratably to the holders of the Series A
Junior  Participating  Preferred  Stock and the holders of such parity shares in
proportion  to  their  respective  liquidation  preferences.

          (C)     Neither the merger or consolidation of the Corporation into or
with  another entity nor the merger or consolidation of any other entity into or
with the Corporation shall be deemed to be a liquidation, dissolution or winding
up of the Corporation within the meaning of this Section 6.
                                                 ---------

     7.     Consolidation,  Merger,  Etc.  In  case  the Corporation shall enter
into  any  consolidation,  merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other stock
or  securities, cash and/or any other


                                      A-5
<PAGE>
property,  then  in  any  such  case each share of Series A Junior Participating
Preferred  Stock  shall at the same time be similarly exchanged or changed in an
amount  per  share  equal to the Adjustment Number times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may  be,  into  which  or  for  which  each  share of Common Stock is changed or
exchanged.

     8.     No  Redemption.  Shares  of  Series A Junior Participating Preferred
Stock shall not be subject to redemption by the Corporation.

     9.     Ranking.  The  Series  A  Junior Participating Preferred Stock shall
rank  junior  to  all  other  series of the Preferred Stock as to the payment of
dividends  and as to the distribution of assets upon liquidation, dissolution or
winding  up,  unless  the  terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.

     10.     Amendment.  At  any  time  that  any  shares  of  Series  A  Junior
Participating Preferred Stock are outstanding, the Amended and Restated Articles
of  Incorporation  of  the  Corporation  shall  not  be  amended,  by  merger,
consolidation  or otherwise, in any manner that would materially alter or change
the  powers,  preferences or special rights of the Series A Junior Participating
Preferred  Stock  so as to affect them adversely without the affirmative vote of
the  holders  of  two-thirds  of  the  outstanding  shares  of  Series  A Junior
Participating Preferred Stock, voting separately as a class.

     11.     Fractional  Shares.  Series  A Junior Participating Preferred Stock
may  be  issued  in  fractions  of  a  share  that  shall entitle the holder, in
proportion  to  such  holder's  fractional  shares,  to  exercise voting rights,
receive  dividends,  participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.

     IN  WITNESS WHEREOF, the undersigned has executed this Certificate this ___
day  of  May,  2004.

                                        YP CORP.



                                        ----------------------------------------
                                        Angelo Tullo, Chief Executive Officer


                                      A-6
<PAGE>
                                                                       Exhibit B
                                                                       ---------

                            Form of Right Certificate

Certificate No. R-______                                            _____ Rights

          NOT  EXERCISABLE  AFTER  APRIL  26,  2014  OR  EARLIER  IF
          REDEMPTION  OR  EXCHANGE  OCCURS.  THE RIGHTS ARE SUBJECT TO
          REDEMPTION  AT  $.01  PER RIGHT AND TO EXCHANGE ON THE TERMS
          SET  FORTH  IN  THE  RIGHTS  AGREEMENT.  UNDER  CERTAIN
          CIRCUMSTANCES,  AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
          OWNED  BY OR TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN
          ACQUIRING  PERSON  (AS  DEFINED IN THE RIGHTS AGREEMENT) AND
          CERTAIN  TRANSFEREES  THEREOF  WILL BECOME NULL AND VOID AND
          WILL  NO  LONGER  BE  EXERCISABLE  OR  TRANSFERABLE.


                                RIGHT CERTIFICATE

                                    YP CORP.

     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 May 6, 2004, as the same may be amended from
time  to  time  (the "Rights Agreement"), between YP Corp., a Nevada corporation
(the  "Company"),  and  Registrar  and  Transfer  Company,  as Rights Agent (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  time,  on  April 26, 2014 at the office or agency of the Rights
Agent  designated  for  such  purpose,  or of its successor as Rights Agent, one
one-thousandth  of  a  fully  paid  non-assessable  share  of  Series  A  Junior
Participating  Preferred  Stock,  par  value  $0.001  per  share (the "Preferred
Stock"),  of the Company at a purchase price of $36.50 per one one-thousandth of
a  share  of  Preferred  Stock  (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 Rights Certificate (and the
number  of  one  one-thousandths  of  a  share  of  Preferred  Stock that may be
purchased  upon  exercise  hereof)  set  forth above, and the Purchase Price set
forth  above,  are  the number and Purchase Price as of April 26, 2004, based on
the  Preferred  Stock  as  constituted  at such date.  As provided in the Rights
Agreement,  the  Purchase Price, the number of one one-thousandths of a share of
Preferred Stock (or other securities or property) that may be purchased upon the
exercise  of  the  Rights,  and  the  number  of  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


                                      B-1
<PAGE>
reference  and  made  a  part  hereof and to which Rights Agreement reference is
hereby  made  for  a  full  description  of  the  rights, limitations of rights,
obligations,  duties, and immunities hereunder of the Rights Agent, the Company,
and the holders of the Right Certificates. Copies of the Rights Agreement are on
file  at  the principal executive offices of the Company and the above-mentioned
office  or  agency  of  the Rights Agent. The Company will mail to the holder of
this  Right  Certificate  a  copy  of  the Rights Agreement without charge after
receipt  of  a  written  request  therefor.

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

     Subject  to the provisions of the Rights Agreement, the Rights evidenced by
this  Certificate  (i)  may  be redeemed by the Company at a redemption price of
$.01  per  Right  or (ii) may be exchanged in whole or in part for shares of the
Company's  Common  Stock,  par  value  $0.001  per share, or shares of Preferred
Stock.

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

     No  holder of this Right Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred Stock
or  of  any  other securities of the Company that may at any time be issuable on
the  exercise  or  exchange  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 or exchanged 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.

                            [SIGNATURE PAGE FOLLOWS]


                                      B-2
<PAGE>
     WITNESS  the  facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of _________ __, 2004.

                                     YP CORP.



                                     By:
                                        ------------------------------------
                                        President

ATTEST:



------------------------------
Secretary


Countersigned:


REGISTRAR AND TRANSFER COMPANY, as Rights Agent



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


                                      B-3
<PAGE>
                    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)

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

Dated:
       -----------------------------


                                                  ------------------------------
                                                  Signature

Signature  Guaranteed:


     Signatures  must  be guaranteed by a bank, trust company, broker, dealer or
other  eligible  institution  participating  in a recognized signature guarantee
medallion  program.


.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                               (To be completed)

     The  undersigned  hereby  certifies that the Rights evidenced by this Right
Certificate  are not beneficially owned by, were not acquired by the undersigned
from,  and  are  not  being  assigned  to an Acquiring Person or an Affiliate or
Associate  thereof  (as  defined  in  the  Rights  Agreement).



                                                  ------------------------------
                                                  Signature


                                      B-4
<PAGE>
              Form of Reverse Side of Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

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

TO YP CORP.:

     The  undersigned  hereby  irrevocably  elects  to  exercise ________ Rights
represented  by this Right Certificate to purchase the shares of Preferred Stock
(or  other securities or property) issuable upon the exercise of such Rights and
requests  that  certificates  for  such shares of Preferred Stock (or such other
securities)  be  issued  in  the  name  of:
_________________________________________________________________________
                         (Please print name and address)
_________________________________________________________________________

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

_________________________________________________________________________

_________________________________________________________________________

Please insert social security
or other identifying number:


Dated:
      -----------------------------------


                                                  ------------------------------
                                                  Signature

        (Signature must conform to holder specified on Right Certificate)

Signature Guaranteed:

     Signature  must  be  guaranteed by a bank, trust company, broker, dealer or
other  eligible  institution  participating  in a recognized signature guarantee
medallion  program.



--------------------------------------------------------------------------------
                                (To be completed)


                                      B-5
<PAGE>
              Form of Reverse Side of Right Certificate - continued



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



                                                  ------------------------------
                                                  Signature


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


                                     NOTICE
                                     ------

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

     In the event the certification set forth above in the Form of Assignment or
the  Form  of  Election  to Purchase, as the case may be, is not completed, such
Assignment  or  Election  to  Purchase  will  not  be  honored.


                                      B-6
<PAGE>
                                                                       Exhibit C
                                                                       ---------

          UNDER  CERTAIN  CIRCUMSTANCES,  AS  SET  FORTH IN THE RIGHTS
          AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON THAT
          IS  OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
          AGREEMENT)  AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL
          AND  VOID AND WILL NO LONGER BE EXERCISABLE OR TRANSFERABLE.

                          SUMMARY OF RIGHTS TO PURCHASE
                          SHARES OF PREFERRED STOCK OF
                                    YP CORP.

     On  April  26,  2004,  the  Board  of Directors of YP Corp. (the "Company")
declared  a  dividend of one preferred 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 May 18, 2004 (the "Payment
Date")  to  the stockholders of record on May 4, 2004 (the "Record Date").  Each
Right  entitles  the  registered  holder  to  purchase  from  the  Company  one
one-thousandth  of a share of Series A Junior Participating Preferred Stock, par
value  $0.001  per  share,  of the Company (the "Preferred Stock") at a price of
$36.50  per  one  one-thousandth  of  a  share of Preferred Stock (the "Purchase
Price"), subject to adjustment.  The description and terms of the Rights are set
forth  in a Rights Agreement dated as of May 6, 2004, as the same may be amended
from  time  to  time (the "Rights Agreement"), between the Company and Registrar
and Transfer Company, as Rights Agent (the "Rights Agent").

     Until  the  earlier to occur of (i) 10 days following a public announcement
that  a  person  or  group  of  affiliated  or  associated persons has become an
"Acquiring  Person" (as described below) or (ii) 10 business days (or such later
date  as  may  be  determined by action of the Board of Directors of the Company
prior  to  such  time  as  any  person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in  any  person or group of affiliated persons becoming an Acquiring Person (the
earlier  of such dates being called the "Distribution Date"), the Rights will be
evidenced,  with  respect to any of the Common Stock certificates outstanding as
of  the Record Date, by such Common Stock certificate together with this Summary
of  Rights.  Except  in  certain  situations, a person or group of affiliated or
associated  persons  becomes  an  "Acquiring  Person"  upon acquiring beneficial
ownership of 15% or more of the outstanding shares of Common Stock.

     In  the case of Frank J. Husic and his affiliates (which together currently
own  approximately  15.4%  of the Company's outstanding shares of Common Stock),
those  persons  will  become  an Acquiring Person if such persons, together with
their  respective  affiliates  and  associates,  (a)  have  acquired  beneficial
ownership  of  18%  or  more  of  the outstanding shares of Common Stock, or (b)
beneficially  own  15%  or  more  of  the outstanding shares of Common Stock and
commence  or announce a tender or exchange offer to acquire beneficial ownership
of  18% or more of the outstanding Common Stock, or (c) at any time beneficially
own  less  than


                                      C-1
<PAGE>
15%  of  the outstanding Common Stock and acquire beneficial ownership of 15% or
more of the outstanding shares of Common Stock, or commence or announce a tender
or  exchange  offer  to  acquire  beneficial  ownership  of  15%  or more of the
outstanding  Common  Stock.  In  the  case  of  Mathew  and Markson, Ltd. (which
currently  owns  22.2%  of  the  outstanding shares of Common Stock) or Morris &
Miller,  Ltd. (which currently owns 21.7% of the Company's outstanding shares of
Common  Stock),  either of those persons will become an Acquiring Person if such
entity, together with its affiliates and associates, (a) has acquired beneficial
ownership  of  24%  or  more  of  the outstanding shares of Common Stock, or (b)
beneficially  owns  15%  or  more  of the outstanding shares of Common Stock and
commences  or  announces  a  tender  or  exchange  offer  to  acquire beneficial
ownership  of  24%  or  more of the outstanding Common Stock, or (c) at any time
beneficially  own  less  than  15%  of  the outstanding Common Stock and acquire
beneficial  ownership  of 15% or more of the outstanding shares of Common Stock,
or  commence  or  announce  a  tender  or  exchange  offer to acquire beneficial
ownership of 15% or more of the outstanding Common Stock.

     The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with the
Common  Stock.  Until  the  Distribution  Date  (or  earlier  expiration  of the
Rights),  new  Common  Stock  certificates  issued  after  the  Record Date upon
transfer  or new issuances of Common Stock will contain a notation incorporating
the  Rights  Agreement  by  reference.  Until  the Distribution Date (or earlier
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, 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  ("Right  Certificates") will be mailed to
holders  of  record  of  the  Common  Stock  as  of the close of business on the
Distribution  Date  and such separate Right Certificates alone will evidence the
Rights.

     The  Rights  are  not  exercisable until the Distribution Date.  The Rights
will  expire  on  April 26, 2014 (the "Final Expiration Date"), unless the Final
Expiration  Date  is  advanced  or  extended  or  unless  the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.

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

     The number of outstanding Rights is subject to adjustment in the event of a
stock  dividend  on  the  Common  Stock  payable  in  shares  of Common Stock or
subdivisions,


                                      C-2
<PAGE>
consolidations  or combinations of the Common Stock occurring, in any such case,
prior  to  the  Distribution  Date.

     Shares  of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable.  Each share of Preferred Stock will be entitled, when, as, and if
declared, to a minimum preferential quarterly dividend payment of the greater of
(a)  $10.00  per  share,  and  (b)  an  amount  equal to 1000 times the dividend
declared per share of Common Stock.  In the event of liquidation, dissolution or
winding  up  of the Company, the holders of the Preferred Stock will be entitled
to  a  minimum  preferential payment of the greater of (a) $1.00 per share (plus
any  accrued  but  unpaid  dividends), and (b) an amount equal to 1000 times the
payment made per share of Common Stock.  Each share of Preferred Stock will have
1000  votes, voting together with the Common Stock.  If the Company fails to pay
dividends  on the Preferred Stock for six quarters (whether or not consecutive),
the  size  of  the Company's Board of Directors will be increased by two members
and the holders of Preferred Stock, voting as a separate class, will be entitled
to  elect  the  two  additional  directors.  The holders of Preferred Stock will
retain this right until all dividend arrearages on the Preferred Stock have been
cured,  at  which  time the two additional members will cease to be directors of
the  Company  and the size of the Company's Board of Directors will be decreased
by  two  members.

     In  the  event  of  any merger, consolidation or other transaction in which
outstanding  shares  of  Common  Stock are converted or exchanged, each share of
Preferred  Stock  will be entitled to receive 1000 times the amount received per
share  of  Common  Stock.  These  rights are protected by customary antidilution
provisions.

     Because  of  the nature of the Preferred Stock's dividend, liquidation, and
voting  rights,  the  value  of  the  one  one-thousandth interest in a share of
Preferred  Stock  purchasable upon exercise of each Right should approximate the
value  of  one  share  of  Common  Stock.

     In  the  event that any person or group of affiliated or associated persons
becomes  an  Acquiring  Person,  each  holder  of  a  Right,  other  than Rights
beneficially  owned  by the Acquiring Person (which will thereupon become void),
will  thereafter  have the right to receive upon exercise of a Right that number
of  shares of Common Stock having a market value of two times the exercise price
of  the  Right.

     In  the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50%  or  more  of  its  consolidated  assets  or  earning power are sold, proper
provisions  will  be  made  so  that  each  holder of a Right (other than Rights
beneficially  owned  by  an  Acquiring Person, which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number of
shares  of  common stock of the person with which the Company has engaged in the
foregoing  transaction (or its parent) that at the time of such transaction have
a market value of two times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and prior
to  the  earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common  Stock,  the  Board  of


                                      C-3
<PAGE>
Directors  of  the  Company  may exchange the Rights (other than Rights owned by
such  Acquiring  Person,  which will have become void), in whole or in part, for
shares  of  Common  Stock  or  Preferred  Stock  (or  a  series of the Company's
preferred  stock  having  equivalent rights, preferences, and privileges), at an
exchange  ratio of one share of Common Stock, or a fractional share of Preferred
Stock (or other preferred stock) equivalent in value thereto, per Right.

     With  certain  exceptions,  no  adjustment  in  the  Purchase Price will be
required  until  cumulative  adjustments require an adjustment of at least 1% in
such  Purchase  Price.  No  fractional shares of Preferred Stock or Common Stock
will  be  issued  (other  than  fractions  of  Preferred Stock that are integral
multiples  of one one-thousandth of a share of Preferred Stock, that may, at the
election  of  the  Company,  be  evidenced  by depositary receipts), and in lieu
thereof  an adjustment in cash will be made based on the current market price of
the  Preferred  Stock  or  the  Common  Stock.

     At  any  time prior to the time an Acquiring Person becomes such, the Board
of  Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price") payable, at the option of the
Company,  in cash, shares of Common Stock or such other form of consideration as
the  Board  of  Directors of the Company shall determine.  The redemption of the
Rights  may  be  made  effective  at  such  time,  on  such basis, and with such
conditions  as  the Board of Directors of the Company in its sole discretion may
establish.  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.

     For  so  long as the Rights remain redeemable, the Company may, except with
respect  to  the  Redemption  Price,  amend  the Rights Agreement in any manner.
After  the Rights are no longer redeemable, the Company may, except with respect
to  the Redemption Price, amend the Rights Agreement in any manner that does not
adversely  affect  the  interests  of  holders  of  the  Rights.

     Until  a Right is exercised or exchanged, 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.

     A  copy  of  the  Rights  Agreement  has been filed with the Securities and
Exchange  Commission as an Exhibit to a Registration Statement on Form 8-A dated
May,  2004.  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, as the
same  may  be  amended from time to time, which is hereby incorporated herein by
reference.


                                      C-4
<PAGE>