<PAGE>
                                EXHIBIT 4.3




===========================================================================







                   DAKOTA TELECOMMUNICATIONS GROUP, INC.

                                    AND

                        NORWEST BANK MINNESOTA, N.A.

                               Rights Agent







                            __________________








                             RIGHTS AGREEMENT


                               July 22, 1997







===========================================================================



<PAGE>
                             TABLE OF CONTENTS


                                                                       PAGE

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

Section 2.   Appointment of Rights Agent . . . . . . . . . . . . . . . . .4

Section 3.   Issue of Rights Certificates. . . . . . . . . . . . . . . . .4

Section 4.   Form of Rights Certificates . . . . . . . . . . . . . . . . .6

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

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

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

Section 8.   Cancellation and Destruction of Rights Certificates . . . . 12

Section 9.   Reservation and Availability of Capital Stock . . . . . . . 12

Section 10.  Preferred Stock Record Date . . . . . . . . . . . . . . . . 14

Section 11.  Adjustment of Purchase Price, Number and Kind of Shares
             or Number of Rights . . . . . . . . . . . . . . . . . . . . 14

Section 12.  Certificate of Adjusted Purchase Price or Number of
             Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 13.  Consolidation, Merger or Sale or Transfer of Assets
             or Earning Power. . . . . . . . . . . . . . . . . . . . . . 27

Section 14.  Fractional Rights and Fractional Shares . . . . . . . . . . 30

Section 15.  Rights of Action. . . . . . . . . . . . . . . . . . . . . . 32

Section 16.  Agreement of Rights Holders . . . . . . . . . . . . . . . . 32

Section 17.  Rights Certificate Holder Not Deemed a Stockholder. . . . . 33

Section 18.  Concerning the Rights Agent . . . . . . . . . . . . . . . . 33

Section 19.  Merger or Consolidation or Change of Name of Rights
             Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

                                      -i-
<PAGE>
                                                                       PAGE

Section 20.  Duties of Rights Agent. . . . . . . . . . . . . . . . . . . 35

Section 21.  Change of Rights Agent. . . . . . . . . . . . . . . . . . . 37

Section 22.  Issuance of New Rights Certificates . . . . . . . . . . . . 38

Section 23.  Redemption and Termination. . . . . . . . . . . . . . . . . 38

Section 24.  Notice of Certain Events. . . . . . . . . . . . . . . . . . 39

Section 25.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 26.  Supplements and Amendments. . . . . . . . . . . . . . . . . 41

Section 27.  Successors. . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 28.  Determinations and Actions by the Board of Directors,
             etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Section 29.  Benefits of this Agreement. . . . . . . . . . . . . . . . . 42

Section 30.  Severability. . . . . . . . . . . . . . . . . . . . . . . . 42

Section 31.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . 42

Section 32.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 43

Section 33.  Descriptive Headings. . . . . . . . . . . . . . . . . . . . 43



Exhibit A      Form of Rights Certificate
Exhibit B      Summary of Rights to Purchase Preferred Stock















                                      -ii-
<PAGE>
                             RIGHTS AGREEMENT


          THIS RIGHTS AGREEMENT (the "Agreement") is made as of July 22,
1997, between DAKOTA TELECOMMUNICATIONS GROUP, INC., a Delaware corporation
(the "Company") and NORWEST BANK MINNESOTA, N.A. a national banking
association doing business under the laws of the United States (the "Rights
Agent").


                           W I T N E S S E T H :


          On July 22, 1997 (the "Rights Dividend Declaration Date"), the
Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share of common stock, no par value per
share, of the Company (the "Common Stock") outstanding at the close of
business on August 5, 1997 (the "Record Date"), and has authorized the
issuance of one Right (as such number may hereinafter be adjusted pursuant
to the provisions of Section 11(p) hereof) for each share of Common Stock
of the Company that shall become outstanding between the Record Date
(whether originally issued or delivered from the Company's treasury) and
the Distribution Date and, in certain circumstances provided in Section 22
hereof, after the Distribution Date, each Right initially representing the
right to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock of the Company having the rights, powers and
preferences set forth in the Company's Certificate of Incorporation, upon
the terms and subject to the conditions hereinafter set forth (the
"Rights").

          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 meanings indicated:

          (a)  "Acquiring Person" shall mean any Person who or which,
     together with all Affiliates and Associates of such person, shall
     be the Beneficial Owner of 15% or more of the shares of Common
     Stock then outstanding, but shall not include the Company, any
     Subsidiary of the Company, any employee benefit plan of the
     Company or of any Subsidiary of the Company, or any Person or
     entity organized, appointed or established by the Company for or
     pursuant to the terms of any such plan.

          (b)  "Adverse Person" shall mean any Person declared to be
     an Adverse Person by the Board of Directors upon a determination
     that the criteria set forth in Section 11(a)(ii)(D) apply to such
     person.


<PAGE>
          (c)  "Affiliate" and "Associate" shall have the respective
     meanings ascribed to such terms in Rule l2b-2 of the General
     Rules and Regulations under the Securities Exchange Act of 1934,
     as amended and in effect on the date of this Agreement (the
     "Exchange Act").

          (d)  A person shall be deemed the "Beneficial Owner" of, and
     shall be deemed to "beneficially own," any securities:

               (i)  which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has the
          right to acquire (whether such right is exercisable
          immediately or only after the passage of time) pursuant to
          any agreement, arrangement or understanding (whether or not
          in writing) or upon the exercise of conversion rights,
          exchange rights, other rights, warrants or options, or
          otherwise; PROVIDED, however, that a Person shall not be
          deemed the "Beneficial Owner" of, or to "beneficially own,"
          (A) securities tendered pursuant to a tender or exchange
          offer made by such Person or any of such Person's Affiliates
          or Associates until such tendered securities are accepted
          for purchase or exchange, or (B) securities issuable upon
          exercise of Rights at any time prior to the occurrence of a
          Triggering Event, or (C) securities issuable upon exercise
          of Rights from and after the occurrence of a Triggering
          Event which Rights were acquired by 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 (the "Original Rights") or pursuant to Section 11(i)
          hereof in connection with an adjustment made with respect to
          any Original Rights;

               (ii) which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has the
          right to vote or dispose of or has "beneficial ownership" of
          (as determined pursuant to Rule l3d-3 of the General Rules
          and Regulations under the Exchange Act), including pursuant
          to any agreement, arrangement or understanding, whether or
          not in writing; PROVIDED, however, that a Person shall not
          be deemed the "Beneficial Owner" of, or to "beneficially
          own," any security under this subparagraph (ii) as a result
          of an agreement, arrangement or understanding to vote such
          security if such agreement, arrangement or understanding:
          (A) arises solely from a revocable proxy given in response
          to a public proxy or consent solicitation made pursuant to,
          and in accordance with, the applicable provisions of the
          General Rules and Regulations under the Exchange Act, and
          (B) is not also then reportable by such Person on Schedule


                                      -2-
<PAGE>
          13D under the Exchange Act (or any comparable or successor
          report); or

               (iii) which are beneficially owned, directly or
          indirectly, by any other Person (or any Affiliate or
          Associate thereof) with which such Person (or any of such
          Person's Affiliates or Associates) has any agreement,
          arrangement or understanding (whether or not in writing),
          for the purpose of acquiring, holding, voting (except
          pursuant to a revocable proxy as described in the proviso to
          subparagraph (ii) of this paragraph (c)) or disposing of any
          voting securities of the Company;

     PROVIDED, HOWEVER, that nothing in this paragraph (d) shall cause
     a person engaged in business as an underwriter of securities to
     be the "Beneficial Owner" of, or to "beneficially own," any
     securities acquired through such person's participation in good
     faith in a firm commitment underwriting until the expiration of
     forty days after the date of such acquisition.

          (e)  "Business Day" shall mean any day other than a
     Saturday, Sunday or a day on which banking institutions in the
     state of the principal place of business of the Rights Agent are
     authorized or obligated by law or executive order to close.

          (f)  "Close of Business" on any given date shall mean
     5:00 p.m. local time in the city of the principal office of the
     Rights Agent, on such date; PROVIDED, however, that if such date
     is not a Business Day it shall mean 5:00 p.m. on the next
     succeeding Business Day.

          (g)  "Common Stock" shall mean the common stock, no par
     value per share, of the Company, except that "Common Stock" when
     used with reference to any Person other than the Company shall
     mean the capital stock of such Person with the greatest voting
     power, or the equity securities or other equity interest having
     power to control or direct the management, of such Person.

          (h)  "Current Market Price" shall have the meaning ascribed
     to such term in Section 11(d) hereof.

          (i)  "Person" shall mean any individual, firm, corporation,
     partnership or other entity.

          (j)  "Preferred Stock" shall mean shares of Series A Junior
     Participating Preferred Stock, no par value per share, of the
     Company, and, to the extent that there are not sufficient shares
     of Series A Junior Participating Preferred Stock authorized to


                                      -3-
<PAGE>
     permit full exercise of the Rights, any other series of Preferred
     Stock, no par value per share, of the Company designated for such
     purpose containing terms substantially similar to the terms of
     the Series A Junior Participating Preferred Stock.

          (k)  "Section 11 Event" shall mean any event described in
     Section 11(a)(ii)(A), (B), (C) or (D) hereof.

          (l)  "Section 13 Event" shall mean any event described in
     clause (x), (y) or (z) of Section 13(a) hereof.

          (m)  "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) under the Exchange Act) by the Company or an
     Acquiring Person that an Acquiring Person has become such.

          (n)  "Subsidiary" shall mean, with reference to any Person,
     any corporation of which an amount of voting securities
     sufficient to elect at least a majority of the directors of such
     corporation is beneficially owned, directly or indirectly, by
     such Person, or otherwise controlled by such Person.

          (o)  "Triggering Event" shall mean any Section 11 Event or
     any Section 13 Event.

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

     Section 3.  ISSUE OF RIGHTS CERTIFICATES.

          (a)  Until the earlier of (i) the close of business on the
     tenth day after the Stock Acquisition Date (or, if the tenth day
     after the Stock Acquisition Date occurs before the Record Date,
     the close of business on the Record Date), (ii) the close of
     business on the tenth Business Day (or such later date as the
     Board of Directors shall determine) after the date that a tender
     or exchange offer by any Person (other than the Company, any
     Subsidiary of the Company, any employee benefit plan of the
     Company or of any Subsidiary of the Company, or any Person or
     entity organized, appointed or established by the Company for or
     pursuant to the terms of any such plan) is first published or
     sent or given within the meaning of Rule 14d-2(a) of the General


                                      -4-
<PAGE>
     Rules and Regulations under the Exchange Act, if upon
     consummation thereof, such Person would be the Beneficial Owner
     of 15% or more of the shares of Common Stock then outstanding or
     (iii) the close of business on the tenth Business Day after the
     Board of Directors determines, pursuant to the criteria set forth
     in Section 11(a)(ii)(D) hereof, that a Person is an Adverse
     Person (the earliest of (i), (ii) and (iii) being herein referred
     to as the "Distribution Date") (x) the Rights will be evidenced
     (subject to the provisions of paragraph (b) of this Section 3) by
     the certificates for the Common Stock registered in the names of
     the holders of the Common Stock (which certificates for Common
     Stock shall be deemed also to be certificates for Rights) and not
     by separate certificates, and (y) the Rights will be transferable
     only in connection with the transfer of the underlying shares of
     Common Stock (including a transfer to the Company).  As soon as
     practicable after the Distribution Date, the Rights Agent will
     send by first-class, insured, postage prepaid mail, to each
     record holder of the Common Stock as of the close of business on
     the Distribution Date, at the address of such holder shown on the
     records of the Company, one or more rights certificates, in
     substantially the form of Exhibit A hereto (the "Rights
     Certificates"), evidencing one Right for each share of Common
     Stock so held, subject to adjustment as provided herein.  In the
     event that an adjustment in the number of Rights per share of
     Common Stock has been made pursuant to Section 11(p) hereof, at
     the time of distribution of the Rights Certificates, the Company
     shall make the necessary and appropriate rounding adjustments (in
     accordance with Section 14(a) hereof) so that Rights Certificates
     representing only whole numbers of Rights are distributed and
     cash is paid in lieu of any fractional Rights.  As of and after
     the Distribution Date, the Rights will be evidenced solely by
     such Rights Certificates.

          (b)  As promptly as practicable following the Record Date,
     the Company will send a copy of a Summary of Rights which may,
     but need not be, in substantially the form attached hereto as
     Exhibit B (the "Summary of Rights"), by first-class, postage
     prepaid mail, to each record holder of the Common Stock as of the
     close of business on the Record Date, at the address of such
     holder shown on the records of the Company.  With respect to
     certificates for the Common Stock outstanding as of the Record
     Date, until the Distribution Date, the Rights will be evidenced
     by such certificates for the Common Stock and the registered
     holders of the Common Stock shall also be the registered holders
     of the associated Rights.  Until the earlier of the Distribution
     Date or the Expiration Date (as such term is defined in Section 7
     hereof), the transfer of any certificates representing shares of
     Common Stock in respect of which Rights have been issued shall


                                      -5-
<PAGE>
     also constitute the transfer of the Rights associated with such
     shares of Common Stock.

          (c)  Rights shall be issued in respect of all shares of
     Common Stock which are issued (whether originally issued or
     delivered from the Company's treasury) after the Record Date but
     prior to the earlier of the Distribution Date or the Expiration
     Date, or, in certain circumstances provided in Section 22 hereof,
     after the Distribution Date.  Certificates representing such
     shares of Common Stock shall also be deemed to be certificates
     for Rights, and shall bear the following legend:

          This certificate also evidences and entitles the holder
          hereof to certain Rights as set forth in the Rights
          Agreement between Dakota Telecommunications Group, Inc. (the
          "Company") and Norwest Bank Minnesota, N.A. (the "Rights
          Agent"), dated as of July 22, 1997, as from time to time
          amended (the "Rights Agreement"), the terms of which are
          hereby incorporated herein by reference and a copy of which
          is on file at the principal 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, as in effect on the date of
          mailing, without charge promptly after receipt of a written
          request therefor.  Under certain circumstances set forth in
          the Rights Agreement, Rights issued to, or held by, any
          Person who is, was or becomes an Acquiring Person or an
          Adverse Person or any Affiliate or Associate thereof (as
          such terms are defined in the Rights Agreement), whether
          currently held by or on behalf of such Person or by any
          subsequent holder, may become null and void.

               With respect to such certificates containing the
     foregoing legend, until the earlier of (i) the Distribution Date
     or (ii) the Expiration Date, the Rights associated with the
     Common Stock represented by such certificates shall be evidenced
     by such certificates alone and registered holders of Common Stock
     shall also be the registered holders of the associated Rights,
     and the transfer of any of such certificates shall also
     constitute the transfer of the Rights associated with the Common
     Stock represented by such certificates.

     Section 4.  FORM OF RIGHTS CERTIFICATES.

          (a)  The Rights Certificates (and the forms of election to
     purchase and of assignment to be printed on the reverse thereof)


                                      -6-
<PAGE>
     shall each 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 or with any rule or regulation of any stock
     exchange on which the Rights may from time to time be listed, or
     to conform to usage. Subject to the provisions of Section 11 and
     Section 22 hereof, the Rights Certificates, whenever distributed,
     shall be dated as of the Record Date and on their face shall
     entitle the holders thereof to purchase such number of one one-
     hundredths of a share of Preferred Stock as shall be set forth
     therein at the price set forth therein (such exercise price per
     one one-hundredth of a share, the "Purchase Price"), but the
     amount and type of securities purchasable upon the exercise of
     each Right and the Purchase Price thereof shall be subject to
     adjustment as provided herein.

          (b)  Any Rights Certificate issued pursuant to Section 3(a)
     or Section 22 hereof that represents Rights beneficially owned
     by: (i) an Acquiring Person, an Adverse Person or any Associate
     or Affiliate of an Acquiring Person or Adverse Person, (ii) a
     transferee of an Acquiring person or Adverse Person (or of any
     such Associate or Affiliate) who becomes a transferee after the
     Acquiring Person or Adverse Person becomes such, or (iii) a
     transferee of an Acquiring Person or Adverse Person (or of any
     such Associate or Affiliate) who becomes a transferee prior to or
     concurrently with the Acquiring Person or Adverse Person becoming
     such and receives such Rights pursuant to either (A) a transfer
     (whether or not for consideration) from the Acquiring Person or
     Adverse Person to holders of equity interests in such Acquiring
     Person or Adverse Person or to any Person with whom such
     Acquiring Person or Adverse Person has any continuing agreement,
     arrangement or understanding regarding the transferred Rights or
     (B) a transfer which the Board of Directors of the Company has
     determined is part of a plan, arrangement or understanding which
     has as a primary purpose or effect avoidance of Section 7(e)
     hereof, and any Rights Certificate issued pursuant to Section 6
     or Section 11 hereof upon transfer, exchange, replacement or
     adjustment of any other Rights Certificate referred to in this
     sentence, shall contain (to the extent feasible) the following
     legend:

               The Rights represented by this Rights Certificate are
          or were beneficially owned by a Person who was or became an
          Acquiring Person, Adverse Person or an Affiliate or
          Associate of an Acquiring Person or Adverse Person (as such


                                      -7-
<PAGE>
          terms are defined in the Rights Agreement). Accordingly,
          this Rights Certificate and the Rights represented hereby
          may become null and void in the circumstances specified in
          Section 7(e) of such Agreement.

     Section 5.  COUNTERSIGNATURE AND REGISTRATION.

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

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

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

          (a)  Subject to the provisions of Section 4(b), Section 7(e)
     and Section 14 hereof, at any time after the close of business on
     the Distribution Date, and at or prior to the close of business
     on the Expiration Date, any Rights Certificate or Certificates
     may be transferred, split up, combined or exchanged for another


                                      -8-
<PAGE>
     Rights Certificate or Certificates, entitling the registered
     holder to purchase a like number of one one-hundredths of a share
     of Preferred Stock (or, following a Triggering Event, Common
     Stock, other securities, cash or other assets, as the case may
     be) as the Rights Certificate or Certificates surrendered then
     entitled such holder (or former holder in the case of a transfer)
     to purchase.  Any registered holder desiring to transfer, split
     up, combine or exchange any Rights Certificate or Certificates
     shall make such request in writing delivered to the Rights Agent,
     and shall surrender the Rights Certificate or Certificates to be
     transferred, split up, combined or exchanged at the principal
     office or offices of the Rights Agent designated for such
     purpose.  Neither the Rights Agent nor the Company shall be
     obligated to take any action whatsoever with respect to the
     transfer of any such surrendered Rights Certificate until the
     registered holder shall have completed and signed the certificate
     contained in the form of assignment on the reverse side of such
     Rights Certificate and shall have provided such additional
     evidence of the identity of the Beneficial Owner (or former
     Beneficial Owner) or Affiliates or Associates thereof as the
     Company shall reasonably request.  Thereupon the Rights Agent
     shall, subject to Section 4(b), Section 7(e) and Section 14
     hereof, countersign and deliver to the Person entitled thereto a
     Rights Certificate or Rights Certificates, as the case may be, as
     so requested.  The Company may require payment of a sum
     sufficient to cover any tax or governmental charge that may be
     imposed in connection with any transfer, split up, combination or
     exchange of Rights Certificates.

          (b)  Upon receipt by the Company and the Rights Agent of
     evidence reasonably satisfactory to them of the loss, theft,
     destruction or mutilation of a Rights Certificate, and, in case
     of loss, theft or destruction, of indemnity or security
     reasonably satisfactory to them, and reimbursement to the Company
     and the Rights Agent of all reasonable expenses incidental
     thereto, and upon surrender to the Rights Agent and cancellation
     of the Rights Certificate if mutilated, the Company will execute
     and deliver a new Rights Certificate of like tenor to the Rights
     Agent for countersignature and delivery to the registered owner
     in lieu of the Rights Certificate so lost, stolen, destroyed or
     mutilated.

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

          (a)  Subject to Section 7(e) hereof, the registered holder
     of any Rights Certificate may exercise the Rights evidenced
     thereby (except as otherwise provided herein including, without


                                      -9-
<PAGE>
     limitation, the restrictions on exercisability set forth in
     Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in
     whole or in part at any time after the Distribution Date upon
     surrender of the Rights Certificate, with the form of election to
     purchase and the certificate on the reverse side thereof duly
     executed, to the Rights Agent at the principal office or offices
     of the Rights Agent designated for such purpose, together with
     payment of the aggregate Purchase Price with respect to the total
     number of one one-hundredths of a share of Preferred Stock (or
     other securities, cash or other assets, as the case may be) as to
     which such surrendered Rights are then exercisable, at or prior
     to the earlier of (i) the close of business on August 4, 2007
     (the "Final Expiration Date"), or (ii) the time at which the
     Rights are redeemed as provided in Section 23 hereof (the earlier
     of (i) and (ii) being herein referred to as the "Expiration
     Date").

          (b)  The Purchase Price for each one one-hundredth of a
     share of Preferred Stock pursuant to the exercise of a Right
     shall initially be $100, and shall be subject to adjustment from
     time to time as provided in Sections 11 and 13(a) hereof and
     shall be payable in accordance with paragraph (c) below.

          (c)  Upon receipt of a Rights Certificate representing
     exercisable Rights, with the form of election to purchase and the
     certificate duly executed, accompanied by payment, with respect
     to each Right so exercised, of the Purchase Price per one one-
     hundredth of a share of Preferred Stock (or other shares,
     securities, cash or other assets, as the case may be) to be
     purchased as set forth below and an amount equal to any
     applicable transfer tax, the Rights Agent shall, subject to
     Section 20(k) hereof, thereupon promptly (i) (A) requisition from
     any transfer agent of the shares of Preferred Stock (or make
     available, if the Rights Agent is the transfer agent for such
     shares) certificates for the total number of one one-hundredths
     of a share of Preferred Stock to be purchased, and the Company
     hereby irrevocably authorizes its transfer agent to comply with
     all such requests, or (B) if the Company shall have elected to
     deposit the total number of shares of Preferred Stock issuable
     upon exercise of the Rights hereunder with a depositary agent,
     requisition from the depositary agent depositary receipts
     representing such number of one one-hundredths of a share of
     Preferred Stock as are to be purchased (in which case
     certificates for the shares of Preferred Stock represented by
     such receipts shall be deposited by the transfer agent with the
     depositary agent) and the Company will direct the depositary
     agent to comply with such request, (ii) requisition from the
     Company the amount of cash, if any, to be paid in lieu of


                                      -10-
<PAGE>
     fractional shares in accordance with Section 14 hereof, (iii)
     after receipt of such certificates or depositary receipts, cause
     the same to be delivered to or upon the order of the registered
     holder of such Rights Certificate, registered in such name or
     names as may be designated by such holder, and (iv) after receipt
     thereof, deliver such cash, if any, to or upon the order of the
     registered holder of such Rights Certificate.  The payment of the
     Purchase Price (as such amount may be reduced pursuant to Section
     11(a)(iii) hereof) shall be made in cash or by certified bank
     check or bank draft payable to the order of the Company.  In the
     event that the Company is obligated to issue other securities
     (including Common Stock) of the Company, pay cash and/or
     distribute other property pursuant to Section 11(a) hereof, the
     Company will make all arrangements necessary so that such other
     securities, cash and/or other property are available for
     distribution by the Rights Agent, if and when appropriate.  The
     Company reserves the right to require prior to the occurrence of
     a Triggering Event that, upon any exercise of Rights, a number of
     Rights be exercised so that only whole shares of Preferred Stock
     would be issued.

          (d)  In case the registered holder of any Rights Certificate
     shall exercise less than all the Rights evidenced thereby, a new
     Rights Certificate evidencing the Rights remaining unexercised
     shall be issued by the Rights Agent and delivered to, or upon the
     order of, the registered holder of such Rights Certificate,
     registered in such name or names as may be designated by such
     holder, subject to the provisions of Section 14 hereof.

          (e)  Notwithstanding anything in this Agreement to the
     contrary, from and after the first occurrence of a Section 11
     Event, any Rights beneficially owned by (i) an Acquiring Person,
     an Adverse Person or an Associate or Affiliate of an Acquiring
     Person or Adverse Person, (ii) a transferee of an Acquiring
     Person or Adverse Person (or of any such Associate or Affiliate)
     who becomes a transferee after the Acquiring Person or Adverse
     Person becomes such, or (iii) a transferee of an Acquiring Person
     or Adverse Person (or of any such Associate or Affiliate) who
     becomes a transferee prior to or concurrently with the Acquiring
     Person or Adverse Person becoming such and receives such Rights
     pursuant to either (A) a transfer (whether or not for
     consideration) from the Acquiring Person or Adverse Person to
     holders of equity interests in such Acquiring Person or Adverse
     Person or to any Person with whom the Acquiring Person or Adverse
     Person has any continuing agreement, arrangement or understanding
     regarding the transferred Rights or (B) a transfer which the
     Board of Directors of the Company has determined is part of a
     plan, arrangement or understanding which has as a primary purpose


                                      -11-
<PAGE>
     or effect the avoidance of this section 7(e), shall become null
     and void without any further action and no holder of such Rights
     shall have any rights whatsoever with respect to such Rights,
     whether under any provision of this Agreement or otherwise.  The
     Company shall use all reasonable efforts to insure that the
     provisions of this Section 7(e) and Section 4(b) hereof are
     complied with, but shall have no liability to any holder of
     Rights Certificates or other Person as a result of its failure to
     make any determinations with respect to an Acquiring Person or
     Adverse Person or any of their respective Affiliates, Associates
     or transferees hereunder.

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

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

     Section 9.  RESERVATION AND AVAILABILITY OF CAPITAL 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 (and, following the occurrence of a
     Triggering Event, out of its authorized and unissued shares of
     Common Stock and/or other securities) or out of its authorized
     and issued shares of Preferred Stock (and, following the
     occurrence of a Triggering Event, out of its authorized and


                                      -12-
<PAGE>
     issued shares of Common Stock and/or other securities) held in
     its treasury, the number of shares of Preferred Stock (and,
     following the occurrence of a Triggering Event, Common Stock
     and/or other securities) that, as provided in this Agreement
     (including Section 11(a)(iii) hereof), will be sufficient to
     permit the exercise in full of all outstanding Rights.

          (b)  So long as the shares of Preferred Stock (and,
     following the occurrence of a Triggering Event, Common Stock
     and/or other securities) issuable and deliverable upon the
     exercise of the Rights may be listed on any national securities
     exchange, the Company shall use its best efforts to cause, from
     and after such time as the Rights become exercisable (but only to
     the extent that it is reasonably likely that the Rights will be
     exercised), all shares reserved for such issuance to be listed on
     such exchange upon official notice of issuance upon such
     exercise.

          (c)  The Company shall use its best efforts to (i) file, as
     soon as practicable following the earliest date after the first
     occurrence of a Section 11 Event on which the consideration to be
     delivered by the Company upon exercise of the Rights has been
     determined pursuant to this Agreement (including in accordance
     with Section 11(a)(iii) hereof), a registration statement under
     the Securities Act of 1933 (the "Act"), with respect to the
     securities purchasable upon exercise of the Rights on an
     appropriate form, (ii) cause such registration statement to
     become effective as soon as practicable after such filing, and
     (iii) cause such registration statement to remain effective (with
     a prospectus at all times meeting the requirements of the Act)
     until the earlier of (A) the date as of which the Rights are no
     longer exercisable for such securities, and (B) the Expiration
     Date.  The Company will also take such action as may be
     appropriate under, or to ensure compliance with, the securities
     or "blue sky" laws of the various states in connection with the
     exercisability of the Rights.  The Company may temporarily
     suspend, for a period of time not to exceed ninety (90) days
     after the date set forth in clause (i) of the first sentence of
     this Section 9(c), the exercisability of the Rights in order to
     prepare and file such registration statement and permit it to
     become effective.  Upon any such suspension, the Company shall
     issue a public announcement stating 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.  In addition, if the Company shall determine that a
     registration statement is required following the Distribution
     Date, the Company may temporarily suspend the exercisability of
     the Rights until such time as a registration statement has been


                                      -13-
<PAGE>
     declared effective.  Notwithstanding any provision of this
     Agreement to the contrary, the Rights shall not be exercisable in
     any jurisdiction if the requisite qualification in such
     jurisdiction shall not have been obtained or the exercise thereof
     shall not be permitted under applicable law or a registration
     statement shall not have been declared effective.

          (d)  The Company covenants and agrees that it will take all
     such action as may be necessary to ensure that all one one-
     hundredths of a share of Preferred Stock (and, following the
     occurrence of a Triggering Event, Common Stock and/or other
     securities) delivered upon exercise of Rights shall, at the time
     of delivery of the certificates for such shares (subject to
     payment of the Purchase Price), be duly and validly authorized
     and issued and fully paid and nonassessable.

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

     Section 10.  PREFERRED STOCK RECORD DATE.  Each person in whose name
any certificate for a number of one one-hundredths of a share of Preferred
Stock (or Common Stock and/or other securities, as the case may be) is
issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such fractional shares of Preferred Stock
(or Common Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the
Rights Certificate evidencing such Rights was duly surrendered and payment
of the Purchase Price (and all applicable transfer taxes) was made;


                                      -14-
<PAGE>
PROVIDED, however, that if the date of such surrender and payment is a date
upon which the Preferred stock (or Common Stock and/or other securities, as
the case may be) transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares (fractional
or otherwise) on, and such certificate shall be dated, the next succeeding
Business Day on which the Preferred Stock (or Common Stock and/or other
securities, as the case may be) transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a stockholder of
the Company with respect to shares for which the rights shall be
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and
shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.

     Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES
OR NUMBER OF RIGHTS.  The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

          (a)  (i) In the event the Company shall at any time after
          the date of this Agreement (A) declare a dividend on the
          Preferred 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,
          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) and Section 7(e) hereof, the Purchase Price in effect
          at the time of the record date for such dividend or of the
          effective date of such subdivision, combination or
          reclassification, and the number and kind of shares of
          Preferred Stock or capital stock, as the case may be,
          issuable on such date, shall be proportionately adjusted so
          that the holder or any Right exercised after such time shall
          be entitled to receive, upon payment of the Purchase Price
          then in effect, the aggregate number and kind of shares of
          Preferred Stock or capital stock, as the case may be, which,
          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, he would have owned upon such
          exercise and been entitled to receive by virtue of such
          dividend, subdivision, combination or reclassification.  If
          an event occurs which would require an adjustment under both
          this Section 11(a)(i) and Section 11(a)(ii) hereof, the
          adjustment provided for in this Section 11(a)(i) shall be in


                                      -15-
<PAGE>
          addition to, and shall be made prior to, any adjustment
          required pursuant to Section 11(a)(ii) hereof.

                    (ii) In the event:

                         (A)  any Acquiring Person or any Associate or
               Affiliate of any Acquiring Person, at any time after
               the date of this Agreement, directly or indirectly,
               (1) shall merge into the Company or otherwise combine
               with the Company or any Subsidiary of the Company and
               the Company or such Subsidiary shall be the continuing
               or surviving corporation of such merger or combination
               and the Common Stock of the Company shall remain
               outstanding and unchanged, (2) shall, in one
               transaction or a series of transactions, transfer any
               assets to the Company or to any of its Subsidiaries in
               exchange (in whole or in part) for shares of Common
               Stock, for shares of other equity securities of the
               Company, or for securities exercisable for or
               convertible into shares of equity securities of the
               Company (Common Stock or otherwise) or otherwise obtain
               from the Company, with or without consideration, any
               additional shares of such equity securities or
               securities exercisable for or convertible into shares
               of such equity securities (other than pursuant to a pro
               rata distribution to all holders of Common Stock),
               (3) shall sell, purchase, lease, exchange, mortgage,
               pledge, transfer or otherwise acquire or dispose of, in
               one transaction or a series of transactions, to, from
               or with (as the case may be) the Company or any of its
               Subsidiaries, assets on terms and conditions less
               favorable to the Company than the Company would be able
               to obtain in arm's-length negotiation with an
               unaffiliated third party, other than pursuant to a
               transaction set forth in Section 13(a) hereof,
               (4) shall sell, purchase, lease, exchange, mortgage,
               pledge, transfer or otherwise acquire or dispose of in
               one transaction or a series of transactions, to, from
               or with (as the case may be) the Company or any of the
               Company's Subsidiaries (other than incidental to the
               lines of business, if any, engaged in as of the date
               hereof between the Company and such Acquiring Person or
               Associate or Affiliate) assets having an aggregate fair
               market value of more than $5,000,000, other than
               pursuant to a transaction set forth in Section 13(a)
               hereof, (5) shall receive any compensation from the
               Company or any of the Company's Subsidiaries other than
               compensation for full-time employment as a regular


                                      -16-
<PAGE>
               employee at rates in accordance with the Company's (or
               its Subsidiaries') past Practices, or (6) shall receive
               the benefit, directly or indirectly (except
               proportionately as a stockholder and except if
               resulting from a requirement of law or governmental
               regulation), of any loans, advances, guarantees,
               pledges or other financial assistance or any tax
               credits or other tax advantage provided by the Company
               or any of its Subsidiaries, or

                    (B)  any Person (other than the Company, any
               Subsidiary of the Company, any employee benefit plan of
               the Company or of any Subsidiary of the Company, or any
               Person or entity organized, appointed or established by
               the Company for or pursuant to the terms of any such
               plan), alone or together with its Affiliates and
               Associates, shall, at any time after the Rights
               Dividend Declaration Date, become the Beneficial Owner
               of 15% or more of the shares of Common Stock then
               outstanding, unless the event causing the 15% threshold
               to be crossed is a transaction set forth in
               Section 13(a) hereof, or is an acquisition of shares of
               Common Stock pursuant to a tender offer or exchange
               offer for all outstanding shares of Common Stock at a
               price and on terms determined by at least a majority of
               the members of the Board of Directors who are not
               officers of the Company and who are not
               representatives, nominees, Affiliates or Associates of
               an Acquiring Person, after receiving advice from one or
               more investment banking firms, to be (a) at a price
               which is fair to stockholders (taking into account all
               factors which such members of the Board deem relevant
               including, without limitation, prices which could
               reasonably be achieved if the Company or its assets
               were sold on an orderly basis designed to realize
               maximum value) and (b) otherwise in the best interests
               of the Company and its stockholders, or

                    (C)  during such time as there is an Acquiring
               Person, there shall be any reclassification of
               securities (including any reverse stock split), or
               recapitalization of the Company, or any merger or
               consolidation of the Company with any of its
               Subsidiaries or any other transaction or series of
               transactions involving the Company or any of its
               Subsidiaries (whether or not with or into or otherwise
               involving an Acquiring Person), other than a
               transaction or transactions to which the provisions of


                                      -17-
<PAGE>
               Section 13(a) apply, which has the effect, directly or
               indirectly, of increasing by more than 1% the
               proportionate share of the outstanding shares of any
               class of equity securities of the Company or any of its
               Subsidiaries which is directly or indirectly
               beneficially owned by any Acquiring Person or any
               Associate or Affiliate of any Acquiring Person, or

                    (D)  the Board of Directors of the Company shall
               declare any Person to be an Adverse Person, upon a
               determination that such Person, alone or together with
               its Affiliates and Associates, has, at any time after
               this Agreement has been filed with the Securities and
               Exchange Commission as an exhibit to a filing under the
               Exchange Act, become the Beneficial Owner of a number
               of shares of Common Stock which the Board of Directors
               of the Company determines to be substantial (which
               number of shares shall in no event represent less than
               10% of the outstanding shares of Common Stock) and a
               determination by the Board of Directors of the Company,
               after reasonable inquiry and investigation, including
               consultation with such persons as such directors shall
               deem appropriate and consideration of such factors as
               are permitted by applicable law, that (a) such
               Beneficial Ownership by such Person is intended to
               cause the Company to repurchase the shares of Common
               Stock beneficially owned by such Person or to cause
               pressure on the Company to take action or enter into a
               transaction or series of transactions intended to
               provide such Person with short-term financial gain
               under circumstances where the Board of Directors
               determines that the best long-term interests of the
               Company would not be served by taking such action or
               entering into such transaction or series of
               transactions at that time or (b) such Beneficial
               Ownership is causing or reasonably likely to cause
               a material adverse impact (including, but not limited
               to, impairment of relationships with customers or
               impairment of the Company's ability to maintain its
               competitive position) on the business or prospects of
               the Company,

          then, promptly following the occurrence of any event
          described in Section 11(a)(ii)(A), (B), (C) or (D) hereof,
          proper provision shall be made so that each holder of a
          Right (except as provided below and in Section 7(e) hereof)
          shall thereafter have the right to receive, upon exercise
          thereof at the then-current Purchase Price in accordance


                                      -18-
<PAGE>
          with the terms of this Agreement, in lieu of a number of one
          one-hundredths of a share of Preferred Stock, such number of
          shares of Common Stock of the Company as shall equal the
          result obtained by (x) multiplying the then-current Purchase
          Price by the then number of one one-hundredths of a share of
          Preferred Stock for which a Right was exercisable
          immediately prior to the first occurrence of a Section 11
          Event, and (y) dividing that product (which product,
          following such first occurrence, shall thereafter be
          referred to as the "Purchase Price" for each Right and for
          all purposes of this Agreement) by 50% of the Current Market
          Price per share of Common Stock on the date of such first
          occurrence (such number of shares, the "Adjustment Shares");
          PROVIDED that the Purchase Price and the number of
          Adjustment Shares shall be further adjusted as provided in
          this Agreement to reflect any events occurring after the
          date of such first occurrence.

               (iii) In the event that the number of shares of Common
          Stock which is authorized by the Company's certificate of
          incorporation but not outstanding or reserved for issuance
          for purposes other than upon exercise of the Rights is not
          sufficient to permit the exercise in full of the Rights in
          accordance with the foregoing subparagraph (ii) of this
          Section 11(a), the Company shall: (A) determine the excess
          of (1) the value of the Adjustment Shares issuable upon the
          exercise of a Right (the "Current Value") over (2) the
          Purchase Price (such excess, the "Spread"), and (B) with
          respect to each Right, make adequate provision to substitute
          for the Adjustment Shares, upon the exercise of such Rights,
          (1) cash, (2) a reduction in the Purchase Price, (3) Common
          Stock or other equity securities of the Company (including,
          without limitation, shares or units of shares of preferred
          stock which the Board of Directors of the Company has deemed
          to have the same value as shares of Common Stock (such
          shares or units of shares of Preferred Stock are herein
          called "common stock equivalents")), (4) debt securities of
          the Company, (5) other assets, or (6) any combination of the
          foregoing, having an aggregate value equal to the Current
          Value, where such aggregate value has been determined by the
          Board of Directors of the Company based upon the advice of a
          nationally recognized investment banking firm selected by
          the Board of Directors of the Company; PROVIDED, however, if
          the Company shall not have made adequate provision to
          deliver value pursuant to clause (B) above within
          thirty (30) days following the later of (x) the first
          occurrence of a Section 11 Event and (y) the date on which
          the Company's right of redemption pursuant to Section 23(a)


                                      -19-
<PAGE>
          expires (the later of (x) and (y) being referred to herein
          as the "Section 11(a)(ii) Trigger Date"), then the Company
          shall be obligated to deliver, upon the surrender for
          exercise of a Right and without requiring payment of the
          Purchase Price, shares of Common Stock (to the extent
          available) and then, if necessary, cash, which shares and/or
          cash have an aggregate value equal to the Spread.  If the
          Board of Directors of the Company 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, 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 period, as it may be extended, the "Substitution
          Period").  To the extent that the Company determines that
          some action need be taken pursuant to the first and/or
          second sentences of this Section 11(a)(iii), the Company
          (x) shall provide, subject to Section 7(e) hereof, that such
          action shall apply uniformly to all outstanding Rights, and
          (y) may suspend the exercisability of the Rights until the
          expiration of the Substitution Period in order to seek any
          authorization of additional shares and/or to decide the
          appropriate form of distribution to be made pursuant to such
          first sentence and to determine the value thereof.  In the
          event of any such suspension, the Company shall issue a
          public announcement stating that the exercisability of the
          Rights has been temporarily suspended, as well as a public
          announcement at such time as the suspension is no longer in
          effect.  For purposes of this Section 11(a)(iii) the value
          of the Common Stock shall be the Current Market Price per
          share of the Common Stock on the Section 11(a)(ii) Trigger
          Date and the value of any "common stock equivalent" shall be
          deemed to have the same value as the Common Stock on such
          date.

          (b)  In case the Company shall fix a record date for the
     issuance of rights, options or warrants to all holders of
     Preferred Stock entitling them to subscribe for or purchase (for
     a period expiring within forty-five (45) calendar days after such
     record date) Preferred Stock (or shares having the same rights,
     privileges and preferences as the shares of Preferred Stock
     ("equivalent preferred stock")) or securities convertible into
     Preferred Stock or equivalent preferred stock at a price per
     share of Preferred Stock or per share of equivalent preferred
     stock (or having a conversion price per share, if a security
     convertible into Preferred Stock or equivalent preferred stock)


                                      -20-
<PAGE>
     less than the Current Market Price per share of Preferred Stock
     on such record date, the Purchase Price to be in effect after
     such record date shall be determined by multiplying the Purchase
     Price in effect immediately prior to such record date by a
     fraction, the numerator of which shall be the number of shares of
     Preferred Stock outstanding on such record date, plus the number
     of shares of Preferred Stock which the aggregate offering price
     of the total number of shares of Preferred Stock and/or
     equivalent preferred stock 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 outstanding on such record date, plus the number of
     additional shares of Preferred Stock and/or equivalent preferred
     stock to be offered for subscription or purchase (or into which
     the convertible securities so to be offered are initially
     convertible).  In case such subscription price may be paid by
     delivery of consideration part or all of which may be in a form
     other than cash, the value of such consideration shall be as
     determined in good faith by the Board of Directors of the
     Company, whose determination shall be described in a statement
     filed with the Rights Agent and shall be binding on the Rights
     Agent and the holders of the Rights.  Shares of Preferred Stock
     owned by or held for the account of the Company shall not be
     deemed outstanding for the purpose of any such computation.  Such
     adjustment shall be made successively whenever such a record date
     is fixed, and in the event that such rights or warrants are not
     so issued, the Purchase Price shall be adjusted to be the
     Purchase Price which would then be in effect if such record date
     had not been fixed.

          (c)  In case the Company shall fix a record date for a
     distribution to all holders of Preferred Stock (including any
     such distribution made in connection with a consolidation or
     merger in which the Company is the continuing corporation) of
     evidences of indebtedness, cash (other than a regular quarterly
     cash dividend out of the earnings or retained earnings of the
     Company), assets (other than a dividend payable in Preferred
     Stock, but including any dividend payable in stock other than
     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 Current Market Price per share of Preferred Stock on such
     record date, less the fair market value (as determined in good
     faith by the Board of Directors of the Company, whose
     determination shall be described in a statement filed with the


                                      -21-
<PAGE>
     Rights Agent and shall be binding on the Rights Agent and the
     holders of the Rights) of the portion of the cash, assets or
     evidences of indebtedness so to be distributed or of such
     subscription rights or warrants applicable to a share of
     Preferred Stock and the denominator of which shall be such
     Current Market Price per share of Preferred Stock.  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 be adjusted to be the Purchase
     Price which would have been in effect if such record date had not
     been fixed.

          (d)  (i)  For the purpose of any computation hereunder,
          other than computations made pursuant to Section 11(a)(iii)
          hereof, the "Current Market Price" per share of Common Stock
          on any date shall be deemed to be the average of the daily
          closing prices per share of such Common Stock for the thirty
          (30) consecutive Trading Days (as such term is hereinafter
          defined) immediately prior to such date, and for purposes of
          computations made pursuant to Section 11(a)(iii) hereof, the
          "Current Market Price" per share of Common Stock on any date
          shall be deemed to be the average of the daily closing
          prices per share of such Common Stock for the ten (10)
          consecutive Trading Days immediately following such date;
          PROVIDED, however, that in the event that the Current Market
          Price per share of the Common Stock is determined during a
          period following the announcement by the issuer of such
          Common Stock of (A) a dividend or distribution on such
          Common Stock payable in shares of such Common Stock or
          securities convertible into shares of such Common Stock
          (other than the Rights), or (B) any subdivision, combination
          or reclassification of such Common Stock, and prior to the
          expiration of the requisite thirty (30) Trading Day or
          ten (10) Trading Day period, as set forth above, 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
          Market Price" shall be properly adjusted to take into
          account ex-dividend trading.  The closing price for each day
          shall be the last sale price, regular way, or, in case no
          such sale takes place on such day, the average of the
          closing bid and asked prices, regular way, in either case as
          reported in the principal consolidated transaction reporting
          system with respect to securities listed or admitted to
          trading on the New York Stock Exchange or, if the shares of
          Common Stock are not listed or admitted to trading on the
          New York Stock Exchange, as reported in the principal
          consolidated transaction reporting system with respect to


                                      -22-
<PAGE>
          securities listed on the principal national securities
          exchange on which the shares of Common Stock are listed or
          admitted to trading or, if the shares of Common Stock are
          not listed or admitted to trading on any national securities
          exchange, the last quoted price or, if not so quoted, the
          average of the high bid and low asked prices in the over-
          the-counter market, as reported on The Nasdaq Stock Market
          ("Nasdaq") or such other system then in use, or, if on any
          such date the shares of Common Stock 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 Common Stock selected by the Board of
          Directors of the Company.  If on any such date no market
          maker is making a market in the Common Stock, the fair value
          of such shares on such date as determined in good faith by
          the Board of Directors of the Company shall be used.  The
          term "Trading Day" shall mean a day on which the principal
          national securities exchange on which the shares of Common
          Stock are listed or admitted to trading is open for the
          transaction of business or, if the shares of Common Stock
          are not listed or admitted to trading on any national
          securities exchange, a Business Day.  If the Common Stock is
          not publicly held or not so listed or traded, "Current
          Market Price" per share shall mean the fair value per share
          as determined in good faith by the Board of Directors of the
          Company, whose determination shall be described in a
          statement filed with the Rights Agent and shall be
          conclusive for all purposes.

               (ii) For the purpose of any computation hereunder, the
          "Current Market Price" per share of Preferred Stock shall be
          determined in the same manner as set forth above for the
          Common Stock in clause (i) of this Section  11(d) (other
          than the last sentence thereof).  If the Current Market
          Price per share of Preferred Stock cannot be determined in
          the manner provided above or if the Preferred Stock is not
          publicly held or listed or traded in a manner described in
          clause (i) of this Section 11(d), the "Current Market Price"
          per share of Preferred Stock shall be conclusively deemed to
          be an amount equal to 100 (as such number may be
          appropriately adjusted for such events as stock splits,
          stock dividends and recapitalizations with respect to the
          Common Stock occurring after the date of this Agreement)
          multiplied by the Current Market Price per share of the
          Common Stock.  If neither the Common Stock nor the Preferred
          Stock is publicly held or so listed or traded, "Current
          Market Price" per share of the Preferred Stock shall mean
          the fair value per share as determined in good faith by the


                                      -23-
<PAGE>
          Board of Directors of the Company, whose determination shall
          be described in a statement filed with the Rights Agent and
          shall be conclusive for all purposes.  For all purposes of
          this Agreement, the "Current Market Price" of one one-
          hundredth of a share of Preferred Stock shall be equal to
          the "Current Market Price" of one share of Preferred Stock
          divided by 100.

          (e)  Anything herein to the contrary notwithstanding, no
     adjustment in the Purchase Price shall be required unless such
     adjustment would require an increase or decrease of at least one
     percent (l%) in the Purchase Price; PROVIDED, however, that any
     adjustments which by reason of this Section 11(e) are not
     required to be made shall be carried forward and taken into
     account in any subsequent adjustment.  All calculations under
     this Section 11 shall be made to the nearest cent or to the
     nearest ten-thousandth of a share of Common Stock or other share
     or one-millionth of a share of Preferred Stock, 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 (3) years from the date of the
     transaction which mandates such adjustment, or (ii) the
     Expiration Date.

          (f)  If as a result of an adjustment made pursuant to
     Section 11(a)(ii) or Section 13(a) hereof, the holder of any
     Right thereafter exercised shall become entitled to receive any
     shares of capital stock other than Preferred Stock, thereafter
     the number of such other shares so receivable upon exercise of
     any Right and the Purchase Price thereof shall be subject to
     adjustment from time to time in a manner and on terms as nearly
     equivalent as practicable to the provisions with respect to the
     Preferred Stock contained in Sections 11(a), (b), (c), (e), (g),
     (h), (i), (j), (k) and (m), 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-hundredths 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
     (c), each Right outstanding immediately prior to the making of


                                      -24-
<PAGE>
     such adjustment shall thereafter evidence the right to purchase,
     at the adjusted Purchase Price, that number of one one-hundredths
     of a share of Preferred Stock (calculated to the nearest one-
     millionth) obtained by (i) multiplying (x) the number of one one-
     hundredths of a share covered by a Right immediately prior to
     this adjustment, by (y) the Purchase Price in effect immediately
     prior to such adjustment of the Purchase Price, and (ii) dividing
     the product so obtained by the Purchase Price in effect
     immediately after such adjustment of the Purchase Price.

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

                                      -25-
<PAGE>
          (j)  Irrespective of any adjustment or change in the
     Purchase Price or the number of one one-hundredths of a share of
     Preferred Stock issuable upon the exercise of the Rights, the
     Rights Certificates theretofore and thereafter issued may
     continue to express the Purchase Price per one one-hundredths of
     a share and the number of one one-hundredths of a share which
     were expressed in the initial Rights Certificates issued
     hereunder.

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

          (l)  In any case in which this Section 11 shall require that
     an adjustment in the Purchase Price be made effective as of a
     record date for a specified event, the Company may elect to defer
     until the occurrence of such event the issuance to the holder of
     any Right exercised after such record date the number of one one-
     hundredths of a share of Preferred Stock and other capital stock
     or securities of the Company, if any, issuable upon such exercise
     over and above the number of one one-hundredths of a share of
     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 (fractional or otherwise) or
     securities upon the occurrence of the event requiring such
     adjustment.

          (m)  Anything in this Section 11 to the contrary
     notwithstanding, the Company shall be entitled to make such
     reductions in the Purchase Price, in addition to those
     adjustments expressly required by this Section 11, as and to the
     extent that in its good faith judgment the Board of Directors of
     the Company 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 shares of Preferred Stock or securities which by their
     terms are convertible into or exchangeable for shares of
     Preferred Stock, (iv) stock dividends or (v) issuance of rights,
     options or warrants referred to in this Section 11, hereafter


                                      -26-
<PAGE>
     made by the Company to holders of its Preferred Stock shall not
     be taxable to such stockholders.

          (n)  The Company covenants and agrees that it shall not, at
     any time after the Distribution Date, (i) consolidate with any
     other Person (other than a Subsidiary of the Company in a
     transaction which complies with Section 11(o) hereof), (ii) merge
     with or into any other Person (other than a Subsidiary of the
     Company in a transaction which complies with Section 11(o)
     hereof), or (iii) sell or transfer (or permit any Subsidiary to
     sell or transfer), in one transaction, or a series of related
     transactions, assets or earning power aggregating more than 50%
     of the assets or earning power of the Company and its
     Subsidiaries (taken as a whole) to any other Person or Persons
     (other than the Company and/or any of its Subsidiaries in one or
     more transactions each of which complies with Section 11(o)
     hereof), if (x) at the time of or immediately after such
     consolidation, merger or sale there are any rights, warrants or
     other instruments or securities outstanding or agreements in
     effect which would substantially diminish or otherwise eliminate
     the benefits intended to be afforded by the Rights or (y) prior
     to, simultaneously with or immediately after such consolidation,
     merger or sale, the stockholders of the Person who constitutes,
     or would constitute, the "Principal Party" for purposes of
     Section 13(a) hereof shall have received a distribution of Rights
     previously owned by such Person or any of its Affiliates and
     Associates.

          (o)  The Company covenants and agrees that, after the
     Distribution Date, it will not, except as permitted by Section 23
     or Section 26 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
     otherwise eliminate the benefits intended to be afforded by the
     Rights.

          (p)  Anything in this Agreement to the contrary
     notwithstanding, in the event that the Company shall at any time
     on or after the Rights Dividend Declaration Date and prior to the
     Distribution Date (i) declare a dividend on the outstanding
     shares of Common Stock payable in shares of Common Stock,
     (ii) subdivide the outstanding shares of Common Stock, or
     (iii) combine the outstanding shares of Common Stock into a
     smaller number of shares, the number of Rights associated with
     each share of Common Stock then outstanding, or issued or
     delivered thereafter but prior to the Distribution Date, shall be
     proportionately adjusted so that the number of Rights thereafter
     associated with each share of Common Stock following any such


                                      -27-
<PAGE>
     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.

          (q)  The failure of the Board of Directors to declare a
     person to be an Adverse Person following such Person becoming the
     Beneficial Owner of Shares of Common Stock representing 10% or
     more of the outstanding shares of Common Stock shall not imply
     that such Person is not an Adverse Person or limit the Board of
     Directors' right at any time in the future to declare such Person
     to be an Adverse Person.

     Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES.  Whenever an adjustment is made as provided in Section 11 and
Section 13 hereof, the Company shall (a) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting
for such adjustment, (b) promptly file with the Rights Agent, and with each
transfer agent for the Preferred Stock and the Common Stock, a copy of such
certificate, and (c) mail a brief summary thereof to each holder of a
Rights Certificate (or, if prior to the Distribution Date, to each holder
of a certificate representing shares of Common Stock) in accordance with
Section 25 hereof.  The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained.

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

          (a)  In the event that, following the Stock Acquisition
     Date, directly or indirectly, (x) the Company shall consolidate
     with, or merge with and into, any other Person (other than a
     Subsidiary of the Company in a transaction which complies with
     Section 11(o) hereof), and the Company shall not be the
     continuing or surviving corporation of such consolidation or
     merger, (y) any Person (other than a Subsidiary of the Company in
     a transaction which complies with Section 11(o) hereof) shall
     consolidate with, or merge with or into, the Company, and the
     Company shall be the continuing or surviving corporation of such
     consolidation or merger and, in connection with such
     consolidation or merger, all or part of the outstanding shares of
     Common Stock shall be changed into or exchanged for stock or
     other securities of any other Person or cash or any other
     property, or (z) the Company shall sell or otherwise transfer (or
     one or more of its Subsidiaries shall sell or otherwise


                                      -28-
<PAGE>
     transfer), in one transaction or a series of related
     transactions, assets or earning power aggregating more than 50%
     of the assets or earning power of the Company and its
     Subsidiaries (taken as a whole) to any Person or Persons (other
     than the Company or any Subsidiary of the Company in one or more
     transactions each of which complies with Section 11(o) hereof),
     then, and in each such case (except as may be contemplated by
     Section 13(d) hereof), proper provision shall be made so that:
     (i) each holder of a Right, except as provided in Section 7(e)
     hereof, shall thereafter have the right to receive, upon the
     exercise thereof at the then-current Purchase Price in accordance
     with the terms of this Agreement, 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 be equal to the result obtained by (1) multiplying the
     then-current Purchase Price by the number of one one-hundredths
     of a share of Preferred Stock for which a Right was exercisable
     immediately prior to the first occurrence of a Section 13 Event
     (or, if a Section 11 Event has occurred prior to the first
     occurrence of a Section 13 Event, multiplying the number of such
     one one-hundredths of a share for which a Right was exercisable
     immediately prior to the first occurrence of a Section 11 Event
     by the Purchase Price in effect immediately prior to such first
     occurrence), and (2) dividing that product (which, following the
     first occurrence of a Section 13 Event, shall be referred to as
     the "Purchase Price" for each Right and for all purposes of this
     Agreement) by 50% of the Current Market Price per share of the
     Common Stock of such Principal Party on the date of consummation
     of such Section 13 Event; (ii) such Principal Party shall
     thereafter be liable for, and shall assume, by virtue of such
     Section 13 Event, all the obligations and duties of the Company
     pursuant to this Agreement; (iii) the term "Company" shall
     thereafter be deemed to refer to such Principal Party, it being
     specifically intended that the provisions of Section 11 hereof
     shall apply only to such Principal Party following the first
     occurrence of a Section 13 Event; (iv) such Principal Party shall
     take such steps (including, but not limited to, the reservation
     of a sufficient number of shares of its Common Stock) in
     connection with the 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 its shares of Common Stock thereafter deliverable
     upon the exercise of the Rights; and (v) the provisions of
     Section 11(a)(ii) hereof shall be of no effect following the
     first occurrence of any Section 13 Event.



                                      -29-
<PAGE>
          (b)  "Principal Party" shall mean

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

               (ii) in the case of any transaction described in clause
          (z) of the first sentence of Section 13(a), the Person that
          is the party receiving the greatest portion of the assets or
          earning power transferred pursuant to such transaction or
          transactions;

     PROVIDED, however, that in any such case, (1) if the Common Stock
     of such Person is not at such time and has not been continuously
     over the preceding twelve (12) month period registered under
     Section 12 of the Exchange Act, and such Person is a direct or
     indirect Subsidiary of another Person the Common Stock of which
     is and has been so registered, "Principal Party" shall refer to
     such other Person; and (2) in case such Person is a Subsidiary,
     directly or indirectly, of more than one Person, the Common
     Stocks of two or more of which are and have been so registered,
     "Principal Party" shall refer to whichever of such Persons is the
     issuer of the Common Stock having the greatest aggregate market
     value.

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

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

                                      -30-
<PAGE>
               (ii) will deliver to holders of the Rights historical
          financial statements for the Principal Party and each of its
          Affiliates which comply in all respects with the
          requirements for registration on Form 10 under the Exchange
          Act.

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

          (d)  Notwithstanding anything in this Agreement to the
     contrary, Section 13 shall not be applicable to a transaction
     described in subparagraphs (x) and (y) of Section 13(a) if (i)
     such transaction is consummated with a Person or Persons who
     acquired shares of Common Stock pursuant to a tender offer or
     exchange offer for all outstanding shares of Common Stock which
     complies with the provisions of Section 11(a)(ii)(B) hereof (or a
     wholly owned subsidiary of any such Person or Persons) (ii) the
     price per share of Common Stock offered in such transaction is
     not less than the price per share of Common Stock paid to all
     holders of shares of Common Stock whose shares were purchased
     pursuant to such cash tender offer and (iii) the form of
     consideration being offered to the remaining holders of shares of
     Common Stock pursuant to such transaction is the same as the form
     of consideration paid pursuant to such tender offer or exchange
     offer.  Upon consummation of any such transaction contemplated by
     this Section 13(d), all Rights hereunder shall expire.

     Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a)  The Company shall not be required to issue fractions of
     Rights, except prior to the Distribution Date as provided in
     Section 11(p) hereof, or to distribute Rights Certificates which
     evidence fractional Rights.  In lieu of such fractional Rights,
     there shall be paid to the registered holders of the Rights
     Certificates with regard to which such fractional Rights would
     otherwise be issuable, an amount in cash equal to the same
     fraction of the current market value of a whole Right.  For
     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 of the Rights for any day shall be the last sale
     price, regular way, or, in case no such sale takes place on such


                                      -31-
<PAGE>
     day, the average of the closing bid and asked prices, regular
     way, in either case as reported in the principal consolidated
     transaction reporting system with respect to securities listed or
     admitted to trading on the New York Stock Exchange or, if the
     Rights are not listed or admitted to trading on the New York
     Stock Exchange, as reported in the principal consolidated
     transaction reporting system with respect to securities listed on
     the principal national securities exchange on which the Rights
     are listed or admitted to trading, or if the Rights are not
     listed or admitted to trading on any national securities
     exchange, the last quoted price or, if not so quoted, the average
     of the high bid and low asked prices in the over-the-counter
     market, as reported on 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
     shares of Preferred Stock (other than fractions which are
     integral multiples of one one-hundredth of a share of Preferred
     Stock) upon exercise of the Rights or to distribute certificates
     which evidence fractional shares of Preferred Stock (other than
     fractions which are integral multiples of one one-hundredth of a
     share of Preferred Stock).  In lieu of fractional shares of
     Preferred Stock that are not integral multiples of one one-
     hundredth of a share of Preferred Stock, the Company may pay to
     the registered holders of Rights Certificates at the time such
     Rights are exercised as herein provided an amount in cash equal
     to the same fraction of the current market value of one one-
     hundredth of a share of Preferred Stock.  For purposes of this
     Section 14(b), the current market value of one one-hundredth of a
     share of Preferred Stock shall be one one-hundredth of the
     closing price of a share of Preferred Stock (as determined
     pursuant to Section 11(d)(ii) hereof) for the Trading Day
     immediately prior to the date of such exercise.

          (c)  Following the occurrence of a Triggering Event, the
     Company shall not be required to issue fractions of shares of
     Common Stock upon exercise of the Rights or to distribute
     certificates which evidence fractional shares of Common Stock.
     In lieu of fractional shares of Common Stock, the Company may pay
     to the registered holders of Rights Certificates at the time such
     Rights are exercised as herein provided an amount in cash equal


                                      -32-
<PAGE>
     to the same fraction of the current market value of one (1) share
     of Common Stock.  For purposes of this Section 14(c), the current
     market value of one share of Common Stock shall be the closing
     price of one share of Common Stock (as determined pursuant to
     Section 11(d)(i) hereof) for the Trading Day immediately prior to
     the date of such exercise.

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

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

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

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

          (b)  after the Distribution Date, the Rights Certificates
     are transferable only on the registry books of the Rights Agent
     if surrendered at the principal office or offices of the Rights
     Agent designated for such purposes, duly endorsed or accompanied
     by a proper instrument of transfer and with the appropriate forms
     and certificates fully executed, subject to any requirements
     under Section 6 hereof;

          (c)  subject to Section 6(a) and Section 7(f) hereof, the
     Company and the Rights Agent may deem and treat the person in

                                      -33-
<PAGE>
     whose name a Rights Certificate (or, prior to the Distribution
     Date, the associated 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
     Rights Certificates or the associated 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 the last sentence of Section 7(e) hereof, shall
     be required to be affected by any notice to the contrary; and

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

     Section 17.  RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.  No
holder, as such, of any Rights Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the number of
one one-hundredths of a share of Preferred Stock or any other securities of
the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in Section 24 hereof),
or to receive dividends or subscription rights, or otherwise, until the
Right or Rights evidenced by such Rights Certificate shall have been
exercised in accordance with the provisions hereof.

     Section 18.  CONCERNING THE RIGHTS AGENT.

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


                                      -34-
<PAGE>
     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 in the
     premises.

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

     Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.

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

          (b)  In case at any time the name of the Rights Agent shall
     be changed and at such time any of the Rights Certificates shall

                                      -35-
<PAGE>
     have been countersigned but not delivered, the Rights Agent may
     adopt the countersignature under its prior name and deliver
     Rights Certificates so countersigned; and in case at that time
     any of the Rights Certificates shall not have been countersigned,
     the Rights Agent may countersign such Rights Certificates either
     in its prior name or in its changed name; and in all such cases
     such Rights Certificates shall have the full force provided in
     the Rights Certificates and in this Agreement.

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

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

          (b)  Whenever in the performance of its duties under this
     Agreement the Rights Agent shall deem it necessary or desirable
     that any fact or matter (including, without limitation, the
     identity of any Acquiring Person or Adverse Person and the
     determination of "Current Market Price") be proved or established
     by the Company prior to taking or suffering any action hereunder,
     such fact or matter (unless other evidence in respect thereof be
     herein specifically prescribed) may be deemed to be conclusively
     proved and established by a certificate signed by the Chairman of
     the Board, the President, any Vice President, the Treasurer, any
     Assistant Treasurer, the Secretary or any Assistant Secretary of
     the Company and delivered to the Rights Agent; and such
     certificate shall be full authorization to the Rights Agent for
     any action taken or suffered in good faith by it under the
     provisions of this Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder 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 Rights Certificates or be required to verify
     the same (except as to its countersignature on such Rights
     Certificates), 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


                                      -36-
<PAGE>
     delivery hereof (except the due execution hereof by the Rights
     Agent) or in respect of the validity or execution of any Rights
     Certificate (except its countersignature thereof); nor shall it
     be responsible for any breach by the Company of any covenant or
     condition contained in this Agreement or in any Rights
     Certificate; nor shall it be responsible for any adjustment
     required under the provisions of Section 11 or Section 13 hereof
     or responsible for the manner, method or amount of any such
     adjustment or the ascertaining of the existence of facts that
     would require any such adjustment (except with respect to the
     exercise of Rights evidenced by Rights Certificates after actual
     notice of any such 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 Common Stock or
     Preferred Stock to be issued pursuant to this Agreement or any
     Rights Certificate or as to whether any shares of Common Stock or
     Preferred Stock will, when so issued, be validly authorized and
     issued, fully paid and nonassessable.

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

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

          (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


                                      -37-
<PAGE>
     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, however,
     reasonable care was exercised in the selection and continued
     employment thereof.

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

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

     Section 21.  CHANGE OF RIGHTS AGENT.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon thirty (30) days' notice in writing mailed to the
Company, and to each transfer agent of the Common Stock and Preferred
Stock, by registered or certified mail, and to the holders of the Rights
Certificates by first-class mail.  The Company may remove the Rights Agent
or any successor Rights Agent upon thirty (30) days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be,
and to each transfer agent of the Common Stock and Preferred Stock, by
registered or certified mail, and to the holders of the Rights Certificates
by first-class mail.  If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent.  If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder
of a Rights Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then any registered holder of
any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or of the
State of Delaware, Illinois, Minnesota or New York (or of any other state


                                      -38-
<PAGE>
of the United States so long as such corporation is authorized to do
business as a banking institution in the State of  Delaware, Illinois,
Minnesota or New York), in good standing, having a principal office in the
State of Delaware, Illinois, Minnesota or New York, which is authorized
under such laws to exercise corporate trust powers and is subject to
supervision or examination by federal or state authority and which has at
the time of its appointment as Rights Agent a combined capital and surplus
of at least $100,000,000.  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 and
the Preferred Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates.  Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be.

     Section 22.  ISSUANCE OF NEW RIGHTS CERTIFICATES.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class
of shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement.  In
addition, in connection with the issuance or sale of shares of Common Stock
following the Distribution Date and prior to the redemption or expiration
of the Rights, the Company (a) shall, with respect to shares of Common
Stock so issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, granted or awarded as of the Distribution
Date, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other case, if
deemed necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; PROVIDED, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Rights Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.





                                      -39-
<PAGE>
     Section 23.  REDEMPTION AND TERMINATION.

          (a)  The Board of Directors of the Company may, at its
     option, at any time prior to the earlier of (i) the close of
     business on the fifteenth day following the Stock Acquisition
     Date (or, if the Stock Acquisition Date shall have occurred prior
     to the Record Date, the close of business on the fifteenth day
     following the Record Date), or (ii) the Final Expiration Date,
     redeem all but not less than all the then outstanding Rights at a
     redemption price of $.01 per Right, as such amount may be
     appropriately adjusted to reflect any stock split, stock dividend
     or similar transaction occurring after the date hereof (such
     redemption price being hereinafter referred to as the "Redemption
     Price").  The Board of Directors may not redeem any rights
     following a determination pursuant to Section 11(a)(ii)(D) that
     any Person is an Adverse Person.  Notwithstanding anything
     contained in this Agreement to the contrary, the Rights shall not
     be exercisable after the first occurrence of a Section 11 Event
     until such time as the Company's right of redemption set forth in
     the first sentence of this Section 23(a) has expired.  The
     Company may, at its option, pay the Redemption Price in cash,
     shares of Common Stock (based on the Current Market Price of the
     Common Stock at the time of redemption) or any other form of
     consideration deemed appropriate by the Board of Directors.

          (b)  Immediately upon the action of the Board of Directors
     of the Company ordering the redemption of the Rights, evidence of
     which shall have been filed with the Rights Agent and without any
     further action and without any notice, the right to exercise the
     Rights will terminate and the only right thereafter of the
     holders of Rights shall be to receive the Redemption Price for
     each Right so held.  Promptly after the action of the Board of
     Directors ordering the redemption of the Rights, the Company
     shall give notice of such redemption to the Rights Agent and the
     holders of the then outstanding Rights by mailing such notice to
     all such holders at each holder's last address as it appears 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 which is mailed in the manner
     herein provided shall be deemed given, whether or not the holder
     receives the notice.  Each such notice of redemption will state
     the method by which the payment of the Redemption Price will be
     made.

     Section 24.  NOTICE OF CERTAIN EVENTS.

          (a)  In case the Company shall propose, at any time after
     the Distribution Date, (i) to pay any dividend payable in stock


                                      -40-
<PAGE>
     of any class to the holders of Preferred Stock or to make any
     other distribution to the holders of Preferred Stock (other than
     a regular quarterly cash dividend out of earnings or retained
     earnings of the Company), or (ii) to offer to the holders of
     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, or
     (iii) to effect any reclassification of its Preferred Stock
     (other than a reclassification involving only the subdivision of
     outstanding shares of Preferred Stock), or (iv) to effect any
     consolidation or merger into or with any other Person (other than
     a Subsidiary of the Company in a transaction which complies with
     Section 11(o) hereof), or to effect any sale or other transfer
     (or to permit one or more of its Subsidiaries to effect any sale
     or other transfer), in one transaction or a series of related
     transactions, of more than 50% of the assets or earning power of
     the Company and its Subsidiaries (taken as a whole) to any other
     Person or Persons (other than the Company and/or any of its
     Subsidiaries in one or more transactions each of which complies
     with Section 11(o) hereof), or (v) to effect the liquidation,
     dissolution or winding up of the Company, then, in each such
     case, the Company shall give to each holder of a Rights
     Certificate, to the extent feasible and in accordance with
     Section 25 hereof, a notice of such proposed action, which shall
     specify the record date for the purposes of such stock dividend,
     distribution of rights or warrants, or the date on which such
     reclassification, consolidation, merger, sale, transfer,
     liquidation, dissolution, or winding up is to take place and the
     date of participation therein by the holders of the shares of
     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 twenty (20) days prior to the record date
     for determining holders of the shares of Preferred Stock for
     purposes of such action, and in the case of any such other
     action, at least twenty (20) days prior to the date of the taking
     of such proposed action or the date of participation therein by
     the holders of the shares of Preferred Stock whichever shall be
     the earlier.

          (b)  In case any Section 11 Event shall occur, then, in any
     such case, (i) the Company shall as soon as practicable
     thereafter give to each holder of a Rights Certificate, to the
     extent feasible and in accordance with Section 25 hereof, a
     notice of the occurrence of such event, which shall specify the
     event and the consequences of the event to holders of Rights
     under Section 11(a) (ii) hereof, and (ii) all references in the
     preceding paragraph to Preferred Stock shall be deemed thereafter
     to refer to Common Stock and/or, if appropriate, other
     securities.

                                      -41-
<PAGE>
     Section 25.  NOTICES.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

          Dakota Telecommunications Group, Inc.
          P.O. Box 66
          East Highway 46
          Irene, South Dakota 57037
          Attention:  Corporate Secretary

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

          Norwest Bank Minnesota, N.A.
          161 North Concord Exchange
          South St. Paul, Minnesota  55075
          Attention:  Shareowner Services

          Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any Rights
Certificate (or, if prior to the Distribution Date, to the holder of
certificates representing shares of Common Stock) 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 26.  SUPPLEMENTS AND AMENDMENTS.  Prior to the Distribution
Date and subject to the penultimate sentence of this Section 26, the
Company may and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the approval of
any holders of certificates representing shares of Common Stock.  From and
after the Distribution Date and subject to the penultimate sentence of this
Section 26, 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 Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective
or inconsistent with any other provisions herein, (iii) to shorten or
lengthen any time period hereunder, or (iv) to change or supplement the
provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders
of Rights Certificates (other than an Acquiring Person or Adverse Person or
an Affiliate or Associate of an Acquiring Person or Adverse Person);


                                      -42-
<PAGE>
PROVIDED, this Agreement may not be supplemented or amended to lengthen,
pursuant to clause (iii) of this sentence, (A) a time period relating to
when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (B) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights (other than any Acquiring Person or
Adverse Person and its Affiliates and Associates).  Upon the delivery of a
certificate from an appropriate officer of the Company which states that
the proposed supplement or amendment is in compliance with the terms of
this Section 26, the Rights Agent shall execute such supplement or
amendment.  Notwithstanding anything contained in this Agreement to the
contrary, no supplement or amendment shall be made which changes the
Redemption Price, the Final Expiration Date, the Purchase Price or the
number of one one-hundredths of a share of Preferred Stock for which a
Right is exercisable.  Prior to the Distribution Date, the interests of the
holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

     Section 27.  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 28.  DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS,
ETC.  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 Exchange Act.  The Board of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers
specifically granted to the Board 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 a determination to
redeem or not redeem the Rights or to amend the Agreement).  All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing)
which are done or made by the Board in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other parties, and (y) not subject the Board to any
liability to the holders of the Rights.

     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 Rights Certificates (and, prior to


                                      -43-
<PAGE>
the Distribution Date, registered holders of 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 Rights Certificates (and, prior to
the Distribution Date, registered holders of the Common Stock).

     Section 30.  SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated; PROVIDED, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void or
unenforceable and the Board of Directors of the Company determines in its
good faith judgment that severing the invalid language from this Agreement
would adversely affect the purpose or effect of this Agreement, the right
of redemption set forth in Section 23 hereof shall be reinstated and shall
not expire until the close of business on the tenth day following the date
of such determination by the Board of Directors.

     Section 31.  GOVERNING LAW.  This Agreement, each Right and each
Rights Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.

     Section 32.  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 33.  DESCRIPTIVE HEADINGS.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.













                                      -44-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.

Attest:                            DAKOTA TELECOMMUNICATIONS GROUP,
                                   INC. 

By /s/Kristie Lyngstad             By /s/Thomas W. Hertz
   Name: Kristie Lyngstad             Name: Thomas W. Hertz
   Title: Administrative Assistant    Title: Chief Executive Officer and
                                               President

Attest:                            NORWEST BANK MINNESOTA, N.A.

By  /s/Lisa Dornburg               By /s/Tammy Brusehauer
   Name: Lisa Dornburg                Name: Tammy Brusehauer
   Title: Corporate Officer           Title: Corporate Officer

































                                      -45-
<PAGE>
                                                                  EXHIBIT A


                       [Form of Rights Certificate]


Certificate No. R-                                           _______ Rights


     NOT EXERCISABLE AFTER AUGUST 4, 2007, OR EARLIER IF REDEEMED BY
     THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION
     OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
     RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS
     BENEFICIALLY OWNED BY AN ACQUIRING PERSON, AN ADVERSE PERSON OR
     AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR ADVERSE
     PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
     ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.
     [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
     BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
     PERSON OR ADVERSE PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
     ACQUIRING PERSON OR ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN
     THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
     THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
     CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]<F*>

__________________
<F*> The portion of the legend in brackets shall be inserted only if
     applicable and shall replace the preceding sentence.























<PAGE>
                            Rights Certificate

                   DAKOTA TELECOMMUNICATIONS GROUP, INC.

          This certifies that ____________________________, or registered

assigns, is the registered owner of the number of Rights set forth above,

each of which entitles the owner thereof, subject to the terms, provisions

and conditions of the Rights Agreement, dated as of July 22, 1997 (the

"Rights Agreement"), between DAKOTA TELECOMMUNICATIONS GROUP, INC., a

Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A., a

national banking association doing business under the laws of the United

States (the "Rights Agent"), to purchase from the Company at any time prior

to 5:00 P.M. ( Minnesota time) on August 4, 2007, at the office or offices

of the Rights Agent designated for such purpose, or its successors as

Rights Agent, one one-hundredth of a fully paid, non-assessable share of

Series A Junior Participating Preferred Stock (the "Preferred Stock") of

the Company, at a purchase price of $100 per one one-hundredth of a share

(the "Purchase Price"), upon presentation and surrender of this Rights

Certificate with the Form of Election to Purchase set forth on the reverse

hereof and the Certificate contained therein duly executed.  The Purchase

Price shall be paid in cash.  The number of Rights evidenced by this Rights

Certificate (and the number of shares which may be purchased upon exercise

thereof) set forth above, and the Purchase Price per share set forth above,

are the number and Purchase Price as of August 5, 1997, based on the

Preferred Stock as constituted at such date.  The Company reserves the

right to require prior to the occurrence of a Triggering Event (as such



                                      -2-
<PAGE>
term is defined in the Rights Agreement) that a number of Rights be

exercised so that only whole shares of Preferred Stock will be issued.


          Upon the occurrence of a Section 11 Event (as such term is

defined in the Rights Agreement), if the Rights evidenced by this Rights

Certificate are beneficially owned by (i) an Acquiring Person or Adverse

Person or an Affiliate or Associate of any such Person (as such terms are

defined in the Rights Agreement), (ii) a transferee of any such Acquiring

Person, Adverse Person Associate or Affiliate, or (iii) under certain

circumstances specified in the Rights Agreement, a transferee of a person

who, concurrently with or after such transfer, became an Acquiring Person,

Adverse Person or an Affiliate or Associate of an Acquiring Person or

Adverse Person, such Rights shall become null and void and no holder hereof

shall have any right with respect to such Rights from and after the

occurrence of such Section 11 Event.


          As provided in the Rights Agreement, the Purchase Price and the

number and kind of shares of Preferred Stock or other securities, which may

be purchased upon the exercise of the Rights evidenced by this Rights

Certificate are subject to modification and adjustment upon the happening

of certain events, including Triggering events.


          This Rights Certificate is subject to all of the terms,

provisions and conditions of the Rights Agreement, which terms, provisions

and conditions are hereby incorporated herein by reference and made a part

hereof and to which Rights Agreement reference is hereby made for a full


                                      -3-
<PAGE>
description of the rights, limitations of rights, obligations, duties and

immunities hereunder of the Rights Agent, the Company and the holders of

the Rights Certificates, which limitations of rights include the temporary

suspension of the exercisability of such Rights under the specific

circumstances set forth in the Rights Agreement.  Copies of the Rights

Agreement are on file at the above-mentioned office of the Company and are

also available upon written request to the Company.


          This Rights Certificate, with or without other Rights

Certificates, upon surrender at the office or offices of the Rights Agent

designated for such purpose, may be exchanged for another Rights

Certificate or Rights Certificates of like tenor and date evidencing Rights

entitling the holder to purchase a like aggregate number of one one-

hundredths of a share of Preferred Stock as the Rights evidenced by the

Rights Certificate or Rights Certificates surrendered shall have entitled

such holder to purchase.  If this Rights Certificate shall be exercised in

part, the holder shall be entitled to receive upon surrender hereof another

Rights Certificate or Rights Certificates for the number of whole Rights

not exercised.


          Subject to the provisions of the Rights Agreement, the Rights

evidenced by this Certificate may be redeemed by the Company at its option

at a redemption price of $.01 per Right payable at the election of the

Company, in cash, Common Stock, or such other consideration as the Board of

Directors may determine, at any time prior to the earlier of the close of

business on (i) the fifteenth day following the Stock Acquisition Date (as

                                      -4-
<PAGE>
such time period may be extended or shortened pursuant to the Rights

Agreement) and (ii) the Final Expiration Date.  No fractional shares of

Preferred Stock will be issued upon the exercise of any Right or Rights

evidenced hereby (other than fractions which are integral multiples of one

one-hundredth of a share of Preferred Stock, which may, at the election of

the Company, be evidenced by depositary receipts), but in lieu thereof a

cash payment will be made, as provided in the Rights Agreement.


          No holder of this Rights Certificate shall be entitled to vote or

receive dividends or be deemed for any purpose the holder of shares of

Preferred Stock or of any other securities of the Company which may at any

time be issuable on the exercise hereof, nor shall anything contained in

the Rights Agreement or herein be construed to confer upon the holder

hereof, as such, any of the rights of a stockholder of the Company or any

right to vote for the election of directors or upon any matter submitted to

stockholders at any meeting thereof, or to give or withhold consent to any

corporate action, or to receive notice of meetings or other actions

affecting stockholders (except as provided in the Rights Agreement), or to

receive dividends or subscription rights, or otherwise, until the Right or

Rights evidenced by this Rights Certificate shall have been exercised as

provided in the Rights Agreement.


          This Rights Certificate shall not be valid or obligatory for any

purpose until it shall have been countersigned by the Rights Agent.





                                      -5-
<PAGE>
          WITNESS the facsimile signature of the proper officers of the

Company and its corporate seal.



Dated as of _________ __, 19__


ATTEST:                                 DAKOTA TELECOMMUNICATIONS
                                        GROUP, INC.


________________________________        By ________________________________
Name:                                      Name:
Title:                                     Title:



Countersigned:

NORWEST BANK MINNESOTA, N.A.


By______________________________
     Authorized Signature
























                                      -6-
<PAGE>
               [Form of Reverse Side of Rights Certificate]

                            FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED _______________________________________ hereby sells,

assigns and transfers unto ________________________________________________
                            (Please print name and address of transferee)

___________________________________________________________________________

this Rights Certificate, together with all right, title and interest

therein, and does hereby irrevocably constitute and appoint

__________________ Attorney, to transfer the within Rights Certificate on

the books of the within-named Company, with full power of substitution.



Dated: __________________ , 19__



                                        ___________________________________
                                        Signature



Signature Guaranteed:
















                                      -7-
<PAGE>
                                CERTIFICATE

          The undersigned hereby certifies by checking the appropriate

boxes that:

          (1)  this Rights Certificate [ ] is [ ] is not being sold,

assigned and transferred by or on behalf of a Person who is or was an

Acquiring Person, an Adverse Person or an Affiliate or Associate of any

such Person (as such terms are defined pursuant to the Rights Agreement);


          (2)  after due inquiry and to the best knowledge of the

undersigned, it [   ] did [   ] did not acquire the Rights evidenced by

this Rights Certificate from any Person who is, was or subsequently became

an Acquiring Person, an Adverse Person or an Affiliate or Associate of any

such Person.



Dated:  _________,  19__                ___________________________________
                                        Signature


Signature Guaranteed:





                                  NOTICE


          The signature to the foregoing Assignment and Certificate must

correspond to the name as written upon the face of this Rights Certificate

in every particular, without alteration or enlargement or any change

whatsoever.



                                      -8-
<PAGE>
                       FORM OF ELECTION TO PURCHASE


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


To:  DAKOTA TELECOMMUNICATIONS GROUP, INC.


          The undersigned hereby irrevocably elects to exercise _________

Rights represented by this Rights Certificate to purchase the shares of

Preferred Stock issuable upon the exercise of the Rights (or such other

securities of the Company or of any other person which may be issuable upon

the exercise of the Rights)  and requests that certificates for such shares

be issued in the name of and delivered to:


Please insert social security
or other identifying number: ______________________________________________

___________________________________________________________________________
                    (Please print name and address)

___________________________________________________________________________


          If such number of Rights shall not be all the Rights evidenced by

this Rights Certificate, a new Rights Certificate for the balance of such

Rights shall be registered in the name of and delivered to:













                                      -9-
<PAGE>
Please insert social security
or other identifying number:_______________________________________________

___________________________________________________________________________
                    (Please print name and address)

___________________________________________________________________________

Dated: ______________, 19__



                                        ___________________________________
                                        Signature


Signature Guaranteed:

































                                      -10-
<PAGE>
                                CERTIFICATE


          The undersigned hereby certifies by checking the appropriate

boxes that:

     (1)  the Rights evidenced by this Rights Certificate [   ] are [   ]

are not being exercised by or on behalf of a Person who is or was an

Acquiring Person, an Adverse Person or an Affiliate or Associate of any

such Person (as such terms are defined pursuant to the Rights Agreement);


     (2)  after due inquiry and to the best knowledge of the undersigned,

it [ ] did [ ] did not acquire the Rights evidenced by this Rights

Certificate from any Person who is, was or became an Acquiring Person, an

Adverse Person or an Affiliate or Associate of any such Person.



Dated: _________, 19__                  ___________________________________
                                        Signature



Signature Guaranteed:


















                                      -11-
<PAGE>
                                  NOTICE


          The signature to the foregoing Election to Purchase and

Certificate must correspond to the name as written upon the face of this

Rights Certificate in every particular, without alteration or enlargement

or any change whatsoever.








































                                      -12-
<PAGE>
                                                                  EXHIBIT B

                       SUMMARY OF RIGHTS TO PURCHASE
                              PREFERRED STOCK


          On July 22, 1997, the Board of Directors of Dakota
Telecommunications Group, Inc. (the "Company") declared a dividend of one
(1) Right for each outstanding share of the Company's common stock (the
"Common Stock"), outstanding on August 5, 1997.  Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share
(a "Unit") of Series A Junior Participating Preferred Stock, no par value
per share (the "Preferred Stock"), at a price of $100 per Unit (the
"Purchase Price"), subject to adjustment.  The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Norwest Bank, Minnesota, N.A., 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
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (such person being referred
to as an "Acquiring Person" and the date upon which such person becomes an
Acquiring Person being referred to as the "Stock Acquisition Date"),
(ii) 10 business days following the commencement or announcement of an
intention to commence a tender or exchange offer, the consummation of which
would result in beneficial ownership by a person of 15% or more of the
outstanding shares of Common Stock, or (iii) 10 business days after the
Company's Board of Directors determines, pursuant to certain criteria set
forth in the Rights Agreement, that a person beneficially owning 10% or
more of the outstanding shares of Common Stock is an "Adverse 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 August 5, 1997, by such Common Stock certificates.  The
Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with such Common Stock certificates.  New
Common Stock certificates issued after August 5, 1997, but prior to the
Distribution Date (or if earlier, the redemption or expiration of the
Rights), will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or, if earlier, the redemption or
expiration of the Rights), the surrender for transfer of any Common Stock
certificates will also constitute transfer of the Rights associated with
those Common Stock certificates.  As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights (the "Rights
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 Rights
Certificates alone will evidence the Rights.  Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.


<PAGE>
          The Rights are not exercisable until the Distribution Date.  The
Rights will expire on August 4, 2007, unless earlier redeemed by the
Company as described below.

          The Purchase Price payable, and the number of one one-hundredths
of a share 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 Preferred Stock or convertible securities at less than the
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 of subscription rights or
warrants (other than those referred to above).

          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 (other
than fractions which are integral multiples of one one-hundredth of a share
of Preferred Stock) will be issued and in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.

          In the event that, any time following the Stock Acquisition Date,
the Company were acquired in a merger or other business combination
transaction or in the event 50% or more of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction would have a
market value of two times the exercise price of the Right.  Alternatively,
in the event that, any time following the Distribution Date, the Company
were the surviving corporation in a merger with an Acquiring Person and its
Common Stock was not changed or exchanged, or an Acquiring Person were to
engage in certain specified self-dealing transactions with the Company, or
an Acquiring Person becomes the beneficial owner of more than 15% of the
then outstanding shares of Common Stock, or a person had been or was
designated as an Adverse Person by the Company's Board of Directors in
accordance with the criteria set forth in the Rights Agreement, proper
provision shall be made so that each holder of a Right, other than the
Acquiring Person, Adverse Person and certain related parties (whose Rights
will thereafter be 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 such Right.

          At any time prior to the designation of a person as an Adverse
Person under the Rights Plan or the close of business on the fifteenth day


                                      -2-
<PAGE>
after the Stock Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption
Price").  Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, the Company shall make announcement
thereof, and upon such election, the right to exercise the Rights will
terminate and the only Right of the holders of Rights will be to receive
the Redemption Price.

          Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company with respect to the shares
for which the Right is exercisable, including, without limitation, the
right to vote or to receive dividends.  While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
will recognize taxable income if the Rights are redeemed and may, depending
on the circumstances, recognize taxable income when the Rights become
exercisable or are exercised.

          Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date.  After the Distribution Date, the provisions of the Rights Agreement
may be amended by the Board in order to cure any ambiguity, to make changes
which do not adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person or Adverse Person), or to shorten or
lengthen any time period under the Rights Agreement, except that no
amendment to adjust the time period governing redemption may be made at a
time when the Rights are not redeemable.

          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.  A copy of the Rights Agreement is available from the Company.  This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
















                                      -3-