<PAGE>











                           ____________



                    GETCHELL GOLD CORPORATION


                               AND

          HARRIS TRUST AND SAVINGS BANK, as Rights Agent


                           ____________



                         RIGHTS AGREEMENT


                  Dated as of December 31, 1996


                           ____________



<PAGE>
                        TABLE OF CONTENTS

                                                             PAGE 
                                                             ---- 

Section 1.  CERTAIN DEFINITIONS. . . . . . . . . . . . . . . .  1
                                                              
Section 2.  APPOINTMENT OF RIGHTS AGENT. . . . . . . . . . . .  5
                                                              
Section 3.  ISSUE OF RIGHT CERTIFICATES. . . . . . . . . . . .  5
                                                              
Section 4.  FORM OF RIGHT CERTIFICATES . . . . . . . . . . . .  7
                                                              
Section 5.  COUNTERSIGNATURE AND REGISTRATION. . . . . . . . .  7
                                                              
Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF   
            RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR 
            STOLEN RIGHT CERTIFICATES. . . . . . . . . . . . .  8
                                                              
Section 7.  EXERCISE OF RIGHTS, PURCHASE PRICE; EXPIRATION    
            DATE OF RIGHTS . . . . . . . . . . . . . . . . . .  8
                                                              
Section 8.  CANCELLATION AND DESTRUCTION OF RIGHT             
            CERTIFICATES . . . . . . . . . . . . . . . . . . . 10
                                                              
Section 9.  AVAILABILITY OF SHARES OF PREFERRED STOCK. . . . . 10
                                                              
Section 10.  PREFERRED STOCK RECORD DATE . . . . . . . . . . . 11
                                                              
Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF 
             SHARES AND NUMBER OF RIGHTS . . . . . . . . . . . 11
                                                              
Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR        
             NUMBER OF SHARES. . . . . . . . . . . . . . . . . 19
                                                              
Section 13.  CONSOLIDATION, MERGER OR SALE OR TRANSFER OF     
             ASSETS OR EARNING POWER . . . . . . . . . . . . . 19
                                                              
Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES . . . . . 23
                                                              
Section 15.  RIGHTS OF ACTION. . . . . . . . . . . . . . . . . 24
                                                              
Section 16.  AGREEMENT OF RIGHT HOLDERS. . . . . . . . . . . . 24
                                                              
Section 17.  RIGHT CERTIFICATE HOLDER NOT DEEMED              
             A STOCKHOLDER . . . . . . . . . . . . . . . . . . 25
                                                              
Section 18.  CONCERNING THE RIGHTS AGENT . . . . . . . . . . . 25


                                    i 
<PAGE>


Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF     
             RIGHTS AGENT. . . . . . . . . . . . . . . . . . . 26
                                                              
Section 20.  DUTIES OF RIGHTS AGENT. . . . . . . . . . . . . . 26
                                                              
Section 21.  CHANGE OF RIGHTS AGENT. . . . . . . . . . . . . . 28
                                                              
Section 22.  ISSUANCE OF NEW RIGHT CERTIFICATES. . . . . . . . 29
                                                              
Section 23.  REDEMPTION. . . . . . . . . . . . . . . . . . . . 29
                                                              
Section 24.  EXCHANGE. . . . . . . . . . . . . . . . . . . . . 30
                                                              
Section 25.  NOTICE OF CERTAIN EVENTS. . . . . . . . . . . . . 31
                                                              
Section 26.  NOTICES . . . . . . . . . . . . . . . . . . . . . 32
                                                              
Section 27.  SUPPLEMENTS AND AMENDMENTS. . . . . . . . . . . . 32
                                                              
Section 28.  SUCCESSORS. . . . . . . . . . . . . . . . . . . . 33
                                                              
Section 29.  BENEFITS OF THIS AGREEMENT. . . . . . . . . . . . 33
                                                              
Section 30.  DETERMINATIONS AND ACTIONS BY THE                
             BOARD OF DIRECTORS. . . . . . . . . . . . . . . . 33
                                                              
Section 31.  SEVERABILITY. . . . . . . . . . . . . . . . . . . 33
                                                              
Section 32.  GOVERNING LAW . . . . . . . . . . . . . . . . . . 33
                                                              
Section 33.  COUNTERPARTS. . . . . . . . . . . . . . . . . . . 34
                                                              
Section 34.  DESCRIPTIVE HEADINGS. . . . . . . . . . . . . . . 34




                                   ii 
<PAGE>

                            RIGHTS AGREEMENT

     This Amended and Restated Rights Agreement, dated as of December 31, 
1996 ("Agreement"), is by and between Getchell Gold Corporation, a Delaware 
corporation (the "Company"), and Harris Trust & Savings Bank, an Illinois 
banking corporation, as Rights Agent (the "Rights Agent").

     The Board of Directors of the Company has authorized and declared a 
dividend of one preferred share purchase right (a "Right") for each share of 
Common Stock (as hereinafter defined) of the Company outstanding as of the 
Close of Business (as defined below) on June 25, 1990 (the "Record Date"), 
each Right representing the right to purchase one one-thousandth (subject to 
adjustment) of a share of Preferred Stock (as hereinafter defined), upon the 
terms and subject to the conditions herein set forth, and has further 
authorized and directed the issuance of one Right (subject to adjustment as 
provided herein) with respect to each share of Common Stock that shall become 
outstanding between the Record Date and the earlier of the Distribution Date 
and the Expiration Date (as such terms are hereinafter defined); PROVIDED, 
HOWEVER, that Rights may be issued with respect to shares of Common Stock 
that shall become outstanding after the Distribution Date and prior to the 
Expiration Date in accordance with Section 22.

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

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

     (a)  "Acquiring Person" shall mean any Person (as such term is 
hereinafter defined) who or which shall be the Beneficial Owner (as such term 
is hereinafter defined) of 15% or more of the shares of Common Stock then 
outstanding, but shall not include an Exempt Person (as such term is 
hereinafter defined); PROVIDED, HOWEVER, that (i) if the Board of Directors 
of the Company determines in good faith that a Person who would otherwise be 
an "Acquiring Person" became such inadvertently (including, without 
limitation, because (A) such Person was unaware that it beneficially owned a 
percentage of Common Stock that would otherwise cause such Person to be an 
"Acquiring Person" or (B) such Person was aware of the extent of its 
Beneficial Ownership of Common Stock but had no actual knowledge of the 
consequences of such Beneficial Ownership under this Agreement) and without 
any intention of changing or influencing control of the Company, and if such 
Person as promptly as practicable divested or divests itself of Beneficial 
Ownership of a sufficient number of shares of Common Stock so that such 
Person would no longer be an "Acquiring Person," then such Person shall not 
be deemed to be or to have become an "Acquiring Person" for any purposes of 
this Agreement; (ii) if, as of the date hereof, any Person is the Beneficial 
Owner of 15% or more of the shares of Common Stock outstanding, such Person 
shall not be or become an "Acquiring Person" unless and until such time as 
such Person shall become the Beneficial Owner of additional shares of Common 
Stock (other than pursuant to a dividend or 

<PAGE>

distribution paid or made by the Company on the outstanding Common Stock in 
shares of Common Stock or pursuant to a split or subdivision of the 
outstanding Common Stock), unless, upon becoming the Beneficial Owner of such 
additional shares of Common Stock, such Person is not then the Beneficial 
Owner of 15% or more of the shares of Common Stock then outstanding; and 
(iii) no Person shall become an "Acquiring Person" as the result of an 
acquisition of shares of Common Stock by the Company which, by reducing the 
number of shares outstanding, increases the proportionate number of shares of 
Common Stock beneficially owned by such Person to 15% or more of the shares 
of Common Stock then outstanding, PROVIDED, HOWEVER, that if a Person shall 
become the Beneficial Owner of 15% or more of the shares of Common Stock then 
outstanding by reason of such share acquisitions by the Company and shall 
thereafter become the Beneficial Owner of any additional shares of Common 
Stock (other than pursuant to a dividend or distribution paid or made by the 
Company on the outstanding Common Stock in shares of Common Stock or pursuant 
to a split or subdivision of the outstanding Common Stock), then such Person 
shall be deemed to be an "Acquiring Person" unless upon becoming the 
Beneficial Owner of such additional shares of Common Stock such Person does 
not beneficially own 15% or more of the shares of Common Stock then 
outstanding.  For all purposes of this Agreement, any calculation of the 
number of shares of Common Stock outstanding at any particular time, 
including for purposes of determining the particular percentage of such 
outstanding shares of Common Stock of which any Person is the Beneficial 
Owner, shall be made in accordance with the last sentence of Rule 
13d-3(d)(1)(i) of the General Rules and Regulations under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the 
date hereof.

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

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

          (i)  which such Person or any of such Person's Affiliates or 
Associates is deemed to beneficially own, directly or indirectly, within the 
meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange 
Act as in effect on the date hereof;

          (ii) which such Person or any of such Person's Affiliates or 
Associates has (A) the right to acquire (whether such right is exercisable 
immediately or only after the passage of time) pursuant to any agreement, 
arrangement or understanding (other than customary agreements with and 
between underwriters and selling group members with respect to a bona fide 
public offering of securities), or upon the exercise of conversion rights, 
exchange rights, rights, warrants or options, or otherwise; PROVIDED, 
HOWEVER, that a Person shall not be deemed the Beneficial Owner of, or to 
beneficially own, (x) securities tendered pursuant to a tender or exchange 
offer made by or on behalf of such Person or any of such Person's Affiliates 
or Associates until such tendered securities are accepted for purchase, (y) 
securities which such Person has a right to acquire upon the exercise of 

                                      2 
<PAGE>

Rights at any time prior to the time that any Person becomes an Acquiring 
Person or (z) securities issuable upon the exercise of Rights from and after 
the time that any Person becomes an Acquiring Person if such Rights were 
acquired by such Person or any of such Person's Affiliates or Associates 
prior to the Distribution Date or pursuant to Section 3(a) or Section 22 
hereof ("Original Rights") or pursuant to Section 11(i) or Section 11(n) with 
respect to an adjustment to Original Rights; or (B) the right to vote 
pursuant to any agreement, arrangement or understanding; PROVIDED, HOWEVER, 
that a Person shall not be deemed the Beneficial Owner of, or to beneficially 
own, any security by reason of such agreement, arrangement or understanding 
if the agreement, arrangement or understanding to vote such security (1) 
arises solely from a revocable proxy or consent given to such Person in 
response to a public proxy or consent solicitation made pursuant to, and in 
accordance with, the applicable rules and regulations promulgated under the 
Exchange Act and (2) is not also then reportable on Schedule 13D under the 
Exchange Act (or any comparable or successor report); or

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

PROVIDED, HOWEVER, that no Person who is an officer, director or employee of 
an Exempt Person shall be deemed, solely by reason of such Person's status or 
authority as such, to be the "Beneficial Owner" of, to have "Beneficial 
Ownership" of or to "beneficially own" any securities that are "beneficially 
owned" (as defined in this Section 1(c)), including, without limitation, in a 
fiduciary capacity, by an Exempt Person or by any other such officer, 
director or employee of an Exempt Person.

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

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

     (f)  "Common Stock" when used with reference to the Company shall mean 
the Common Stock, presently par value $.0001 per share, of the Company.  
"Common Stock" when used with reference to any Person other than the Company 
shall mean the common stock (or, in the case of an unincorporated entity, the 
equivalent equity interest) with the greatest voting power of such other 
Person or, if such other Person is a subsidiary of another Person, the Person 
or Persons which ultimately control such first-mentioned Person.

                                      3 
<PAGE>

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

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

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

     (j)  "Equivalent Preferred Shares" shall have the meaning set forth in 
Section 11(b) hereof.

     (k)  "Exempt Person" shall mean the Company or any Subsidiary (as such 
term is hereinafter defined) of the Company, in each case including, without 
limitation, in its fiduciary capacity, or any employee benefit plan of the 
Company or of any Subsidiary of the Company, or any entity or trustee holding 
Common Stock for or pursuant to the terms of any such plan or for the purpose 
of funding any such plan or funding other employee benefits for employees of 
the Company or of any Subsidiary of the Company.

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

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

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

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

     (p)  "Nasdaq" shall mean the Nasdaq Stock Market.

     (q)  "New York Stock Exchange" shall mean the New York Stock Exchange, 
Inc.

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

     (s)  "Preferred Stock" shall mean the Series A Junior Participating 
Preferred Stock, par value $.0001 per share, of the Company having the rights 
and preferences set forth in the Form of Certificate of Designation attached 
to this Agreement as Exhibit A.

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

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

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

                                      4 
<PAGE>

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

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

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

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

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

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

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

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

     (ee) "Trading Day" shall have the meaning set forth in Section 11(d)(i) 
hereof.

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

     Section 3.  ISSUE OF RIGHT CERTIFICATES.

     (a)  Until the Close of Business on the earlier of (i) the tenth day 
after the Stock Acquisition Date or (ii) the tenth Business Day (or such 
later date as may be determined by action of the Board of Directors prior to 
such time as any Person becomes an Acquiring Person) after the date of the 
commencement by any Person (other than an Exempt Person) of, or of the first 
public announcement of the intention of such Person (other than an Exempt 
Person) to commence, a tender or exchange offer the consummation of which 
would result in any Person (other than an Exempt 

                                      5 
<PAGE>

Person) becoming the Beneficial Owner of shares of Common Stock aggregating 
15% or more of the Common Stock then outstanding (the earlier of such dates 
being herein referred to as the "Distribution Date", PROVIDED, HOWEVER, that 
if either of such dates occurs after the date of this Agreement and on or 
prior to the Record Date, then the Distribution Date shall be the Record 
Date), (x) the Rights will be evidenced (subject to the provisions of Section 
3(b) hereof) by the certificates for Common Stock registered in the names of 
the holders thereof and not by separate Right Certificates, and (y) the 
Rights will be transferable only in connection with the transfer of Common 
Stock.  As soon as practicable after the Distribution Date, the Company will 
prepare and execute, the Rights Agent will countersign and the Company will 
send or cause to be sent (and the Rights Agent will, if requested, send) by 
first-class, insured, postage-prepaid mail, to each record holder of Common 
Stock as of the close of business on the Distribution Date (other than any 
Acquiring Person or any Associate or Affiliate of an Acquiring Person), at 
the address of such holder shown on the records of the Company, a Right 
Certificate, in substantially the form of Exhibit B hereto (a "Right 
Certificate"), evidencing one Right (subject to adjustment as provided 
herein) for each share of Common Stock so held.  As of the Distribution Date, 
the Rights will be evidenced solely by such Right Certificates.

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

     (c)  Certificates issued for Common Stock (including, without 
limitation, upon transfer of outstanding Common Stock, disposition of Common 
Stock out of treasury stock or issuance or reissuance of Common Stock out of 
authorized but unissued shares) after the Record Date but prior to the 
earlier of the Distribution Date and the Expiration Date shall have impressed 
on, printed on, written on or otherwise affixed to them an appropriate legend 
with respect to the Rights.  With respect to such certificates containing the 
foregoing legend, until the Distribution Date the Rights associated with the 
Common Stock represented by such certificates shall be evidenced by such 
certificates alone, and the surrender for transfer of any such certificate, 
except as otherwise provided herein, shall also constitute the transfer of 
the Rights associated with the Common Stock represented thereby.  In the 
event that the Company purchases or otherwise acquires any Common Stock after 
the Record Date but prior to the Distribution Date, any Rights associated 
with such Common Stock shall be deemed canceled and retired so that the 
Company shall not be entitled to exercise any Rights associated with the 
Common Stock which are no longer outstanding.

                                      6 
<PAGE>

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

     Section 4.  FORM OF RIGHT CERTIFICATES.  The Right Certificates (and the 
forms of election to purchase shares and of assignment to be printed on the 
reverse thereof) shall be substantially in the form set forth in Exhibit B 
hereto and may have such marks of identification or designation and such 
legends, summaries or endorsements printed thereon as the Company may deem 
appropriate and as are not inconsistent with the provisions of this 
Agreement, or as may be required to comply with any applicable law or with 
any rule or regulation made pursuant thereto or with any rule or regulation 
of any stock exchange or interdealer quotation system on which the Rights may 
from time to time be listed or quoted, or to conform to usage.  Subject to 
the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall 
entitle the holders thereof to purchase such number of one one-thousandths of 
a share of Preferred Stock as shall be set forth therein at the price per one 
one-thousandth of a share of Preferred Stock set forth therein (the "Purchase 
Price"), but the number of such one one-thousandths of a share of Preferred 
Stock and the Purchase Price shall be subject to adjustment as provided 
herein.

     Section 5.  COUNTERSIGNATURE AND REGISTRATION.

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

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

                                      7 
<PAGE>

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

     (a)  Subject to the provisions of Sections 7(e), 11(a)(ii), 13 and 14 
hereof, at any time after the Distribution Date and prior to the Expiration 
Date, any Right Certificate or Right Certificates may be transferred, split 
up, combined or exchanged for another Right Certificate or Right 
Certificates, entitling the registered holder to purchase a like number of 
one one-thousandths of a share of Preferred Stock as the Right Certificate or 
Right Certificates surrendered then entitled such holder to purchase.  Any 
registered holder desiring to transfer, split up, combine or exchange any 
Right Certificate or Right Certificates shall make such request in writing 
delivered to the Rights Agent, and shall surrender the Right Certificate or 
Right Certificates to be transferred, split up, combined or exchanged at the 
office or agency of the Rights Agent designated for such purpose. Thereupon 
the Rights Agent shall countersign and deliver to the Person entitled thereto 
a Right Certificate or Right Certificates, as the case may be, as so 
requested.  The Company may require payment of a sum sufficient to cover any 
tax or governmental charge that may be imposed in connection with any 
transfer, split up, combination or exchange of Right Certificates.

     (b)  Subject to the provisions of Section 11(a)(ii) hereof, at any time 
after the Distribution Date and prior to the Expiration Date, upon receipt by 
the Company and the Rights Agent of evidence reasonably satisfactory to them 
of the loss, theft, destruction or mutilation of a Right Certificate, and, in 
case of loss, theft or destruction, of indemnity or security reasonably 
satisfactory to them, and, at the Company's request, reimbursement to the 
Company and the Rights Agent of all reasonable expenses incidental thereto, 
and upon surrender to the Rights Agent and cancellation of the Right 
Certificate if mutilated, the Company will make and deliver a new Right 
Certificate of like tenor to the Rights Agent for delivery to the registered 
holder in lieu of the Right Certificate so lost, stolen, destroyed or 
mutilated.

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

     (a)  Except as otherwise provided herein, the Rights shall become 
exercisable on the Distribution Date, and thereafter the registered holder of 
any Right Certificate may, subject to Section 11(a)(ii) hereof and except as 
otherwise provided herein, exercise the Rights evidenced thereby in whole or 
in part upon surrender of the Right Certificate, with the form of election to 
purchase on the reverse side thereof duly executed, to the Rights Agent at 
the office or agency of the Rights Agent designated for such purpose, 
together with payment of the aggregate Purchase Price with respect to the 
total number of one one-thousandths of a share of Preferred Stock (or other 
securities, cash or other assets, as the case may be) as to which the Rights 
are exercised, at any time which is both after the Distribution Date and 
prior to the time (the "Expiration Date") that is the earliest of (i) the 
Close of Business on December 31, 2006 (the "Final Expiration Date"), (ii) 
the time at which the Rights are redeemed as provided in Section 23 hereof 
(the "Redemption Date") or (iii) the time at which such Rights are exchanged 
as provided in Section 24 hereof.

                                      8 
<PAGE>

     (b)  The Purchase Price shall be initially $150.00 for each one 
one-thousandth of a share of Preferred Stock purchasable upon the exercise of 
a Right.  The Purchase Price and the number of one one-thousandths of a share 
of Preferred Stock or other securities or property to be acquired upon 
exercise of a Right shall be subject to adjustment from time to time as 
provided in Sections 11 and 13 hereof and shall be payable in lawful money of 
the United States of America in accordance with paragraph (c) of this Section 
7.

     (c)  Except as otherwise provided herein, upon receipt of a Right 
Certificate representing exercisable Rights, with the form of election to 
purchase duly executed, accompanied by payment of the aggregate Purchase 
Price for the shares of Preferred Stock to be purchased and an amount equal 
to any applicable transfer tax required to be paid by the holder of such 
Right Certificate in accordance with Section 9 hereof, in cash or by 
certified check, cashier's check or money order payable to the order of the 
Company, the Rights Agent shall thereupon promptly (i)(A) requisition from 
any transfer agent of the Preferred Stock certificates for the number of 
shares of Preferred Stock to be purchased and the Company hereby irrevocably 
authorizes its transfer agent to comply with all such requests, or (B) 
requisition from the depositary agent depositary receipts representing 
interests in such number of one one-thousandths of a share of Preferred Stock 
as are to be purchased (in which case certificates for the Preferred Stock 
represented by such receipts shall be deposited by the transfer agent with 
the depositary agent) and the Company hereby directs the depositary agent to 
comply with such request, (ii) when appropriate, requisition from the Company 
the amount of cash to be paid in lieu of issuance of fractional shares in 
accordance with Section 14 hereof, (iii) promptly after receipt of such 
certificates or depositary receipts, cause the same to be delivered to or 
upon the order of the registered holder of such Right Certificate, registered 
in such name or names as may be designated by such holder and (iv) when 
appropriate, after receipt, promptly deliver such cash to or upon the order 
of the registered holder of such Right Certificate.

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

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

                                      9 
<PAGE>

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

     Section 9.  AVAILABILITY OF SHARES OF PREFERRED STOCK.

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

     (b)  So long as the shares of Preferred Stock issuable upon the exercise 
of Rights may be listed or admitted to trading on any national securities 
exchange, or quoted on Nasdaq, the Company shall use its best efforts to 
cause, from and after such time as the Rights become exercisable, all shares 
reserved for such issuance to be listed or admitted to trading on such 
exchange, or quoted on Nasdaq, upon official notice of issuance upon such 
exercise.

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

                                      10 
<PAGE>

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

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

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

     Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES AND 
NUMBER OF RIGHTS.  The Purchase Price, the number of shares of Preferred 
Stock or other securities or property purchasable upon exercise of each Right 
and the number of Rights outstanding are subject to adjustment from time to 
time as provided in this Section 11.

          (a)(i)  In the event the Company shall at any time after the date 
of this Agreement (A) declare and pay a dividend on the Preferred Stock 
payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred 
Stock, (C) combine the outstanding Preferred Stock into a smaller number of 
shares of Preferred Stock or (D) issue any shares of its capital stock in a 
reclassification of the Preferred Stock (including any such reclassification 
in connection with a consolidation or merger in which the Company is the 
continuing or surviving corporation), except 

                                      11 
<PAGE>

as otherwise provided in this Section 11(a), 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 capital stock issuable on such date, shall be proportionately 
adjusted so that the holder of any Right exercised after such time shall be 
entitled to receive the aggregate number and kind of shares of capital stock 
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, the 
holder would have owned upon such exercise and been entitled to receive by 
virtue of such dividend, subdivision, combination or reclassification; 
provided, however, that in no event shall the consideration to be paid upon 
the exercise of one Right be less than the aggregate par value of the shares 
of capital stock of the Company issuable upon exercise of one Right.

          (ii) Subject to Section 24 of this Agreement, in the event any 
Person becomes an Acquiring Person (the first occurrence of such event being 
referred to hereinafter as the "Flip-In Event"), then (A) the Purchase Price 
shall be adjusted to be the Purchase Price in effect immediately prior to the 
Flip-In Event multiplied by the number of one one-thousandths of a share of 
Preferred Stock for which a Right was exercisable immediately prior to such 
Flip-In Event, whether or not such Right was then exercisable, and (B) each 
holder of a Right, except as otherwise provided in this Section 11(a)(ii) and 
Section 11(a)(iii) hereof, shall thereafter have the right to receive, upon 
exercise thereof at a price equal to the Purchase Price (as so adjusted), in 
accordance with the terms of this Agreement and in lieu of shares of 
Preferred Stock, such number of shares of Common Stock as shall equal the 
result obtained by dividing the Purchase Price (as so adjusted) by 50% of the 
current per share market price of the Common Stock (determined pursuant to 
Section 11(d) hereof) on the date of such Flip-In Event; PROVIDED, HOWEVER, 
that the Purchase Price (as so adjusted) and the number of shares of Common 
Stock so receivable upon exercise of a Right shall, following the Flip-In 
Event, be subject to further adjustment as appropriate in accordance with 
Section 11(f) hereof.  Notwithstanding anything in this Agreement to the 
contrary, however, from and after the Flip-In Event, any Rights that are 
beneficially owned by (x) any Acquiring Person (or any Affiliate or Associate 
of any Acquiring Person), (y) a transferee of any Acquiring Person (or any 
such Affiliate or Associate) who becomes a transferee after the Flip-In Event 
or (z) a transferee of any Acquiring Person (or any such Affiliate or 
Associate) who became a transferee prior to or concurrently with the Flip-In 
Event pursuant to either (I) a transfer from the Acquiring Person to holders 
of its equity securities or to any Person with whom it has any continuing 
agreement, arrangement or understanding regarding the transferred Rights or 
(II) a transfer which the Board of Directors has determined is part of a 
plan, arrangement or understanding which has the purpose or effect of 
avoiding the provisions of this paragraph, and subsequent transferees of such 
Persons, shall be void without any further action and any holder of such 
Rights shall thereafter have no rights whatsoever with respect to such Rights 
under any provision of this Agreement.  The Company shall use all reasonable 
efforts to ensure that the provisions of this Section 11(a)(ii) are complied 
with, but shall have no liability to any holder of Right Certificates or 
other Person as a result of its failure to make any determinations with 
respect to an Acquiring Person or its Affiliates, Associates or transferees 
hereunder.  From and after the Flip-In Event, no Right Certificate shall be 
issued pursuant to Section 3 or Section 6 hereof that represents Rights that 
are or have become void pursuant to the 

                                      12 
<PAGE>

provisions of this paragraph, and any Right Certificate delivered to the 
Rights Agent that represents Rights that are or have become void pursuant to 
the provisions of this paragraph shall be canceled.  From and after the 
occurrence of an event specified in Section 13(a) hereof, any Rights that 
theretofore have not been exercised pursuant to this Section 11(a)(ii) shall 
thereafter be exercisable only in accordance with Section 13 and not pursuant 
to this Section 11(a)(ii).

          (iii) The Company may at its option substitute for a share of 
Common Stock issuable upon the exercise of Rights in accordance with the 
foregoing subparagraph (ii) a number of shares of Preferred Stock or fraction 
thereof such that the current per share market price of one share of 
Preferred Stock multiplied by such number or fraction is equal to the current 
per share market price of one share of Common Stock.  In the event that there 
shall not be sufficient shares of Common Stock issued but not outstanding or 
authorized but unissued to permit the exercise in full of the Rights in 
accordance with the foregoing subparagraph (ii), the Board of Directors 
shall, to the extent permitted by applicable law and any material agreements 
then in effect to which the Company is a party (A) determine the excess (such 
excess, the "Spread") of (1) the value of the shares of Common Stock issuable 
upon the exercise of a Right in accordance with the foregoing subparagraph 
(ii) (the "Current Value") over (2) the Purchase Price (as adjusted in 
accordance with the foregoing subparagraph (ii)), and (B) with respect to 
each Right (other than Rights which have become void pursuant to the 
foregoing subparagraph (ii)), make adequate provision to substitute for the 
shares of Common Stock issuable in accordance with the foregoing subparagraph 
(ii) upon exercise of the Right and payment of the Purchase Price (as 
adjusted in accordance therewith), (1) cash, (2) a reduction in such Purchase 
Price, (3) shares of Preferred Stock or other equity securities of the 
Company (including, without limitation, shares or fractions of shares of 
preferred stock which, by virtue of having dividend, voting and liquidation 
rights substantially comparable to those of the shares of Common Stock, are 
deemed in good faith by the Board of Directors to have substantially the same 
value as the shares of Common Stock (such shares of Preferred Stock and 
shares or fractions of shares of preferred stock are hereinafter referred to 
as "Common Stock Equivalents")), (4) debt securities of the Company, (5) 
other assets, or (6) any combination of the foregoing, having a value which, 
when added to the value of the shares of Common Stock issued upon exercise of 
such Right, shall have an aggregate value equal to the Current Value (less 
the amount of any reduction in such Purchase Price), where such aggregate 
value has been determined by the Board of Directors upon the advice of a 
nationally recognized investment banking firm selected in good faith by the 
Board of Directors; PROVIDED, HOWEVER, that if the Company shall not make 
adequate provision to deliver value pursuant to clause (B) above within 
thirty (30) days following the Flip-In Event (the "Section 11(a)(ii) Trigger 
Date"), then the Company shall be obligated to deliver, to the extent 
permitted by applicable law and any material agreements then in effect to 
which the Company is a party, upon the surrender for exercise of a Right and 
without requiring payment of such Purchase Price, shares of Common Stock (to 
the extent available), and then, if necessary, such number or fractions of 
shares of Preferred Stock (to the extent available) and then, if necessary, 
cash, which shares and/or cash have an aggregate value equal to the Spread.  
If, upon the occurrence of the Flip-In Event, the Board of Directors 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 

                                      13 
<PAGE>

Rights, then, if the Board of Directors so elects, the thirty (30) day period 
set forth above may be extended to the extent necessary, but not more than 
ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the 
Company may seek stockholder approval for the authorization of such 
additional shares (such thirty (30) day period, as it may be extended, is 
herein called the "Substitution Period").  To the extent that the Company 
determines that some action need be taken pursuant to the second and/or third 
sentence of this Section 11(a)(iii), the Company (x) shall provide, subject 
to Section 11(a)(ii) hereof and the last sentence of this Section 11(a)(iii) 
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 second sentence and to determine the value thereof.  In the event of any 
such suspension, the Company shall issue a public announcement stating that 
the exercisability of the Rights has been temporarily suspended, as well as a 
public announcement at such time as the suspension is no longer in effect.  
For purposes of this Section 11(a)(iii), the value of the shares of Common 
Stock shall be the current per share market price (as determined pursuant to 
Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and the per share or 
fractional value of any "Common Stock Equivalent" shall be deemed to equal 
the current per share market price of the Common Stock.  The Board of 
Directors of the Company may, but shall not be required to, establish 
procedures to allocate the right to receive shares of Common Stock upon the 
exercise of the Rights among holders of Rights pursuant to this Section 
11(a)(iii).

     (b)  In case the Company shall fix a record date for the issuance of 
rights, options or warrants to all holders of Preferred Stock entitling them 
(for a period expiring within 45 calendar days after such record date) to 
subscribe for or purchase Preferred Stock (or shares having the same rights, 
privileges and preferences as the Preferred Stock ("equivalent preferred 
shares")) or securities convertible into Preferred Stock or equivalent 
preferred shares at a price per share of Preferred Stock or equivalent 
preferred shares (or having a conversion price per share, if a security 
convertible into shares of Preferred Stock or equivalent preferred shares) 
less than the then current per share market price of the Preferred Stock 
(determined pursuant to Section 11(d) hereof) on such record date, the 
Purchase Price to be in effect after such record date shall be determined by 
multiplying the Purchase Price in effect immediately prior to such record 
date by a fraction, the numerator of which shall be the number of shares of 
Preferred Stock and equivalent preferred shares outstanding on such record 
date plus the number of shares of Preferred Stock and equivalent preferred 
shares which the aggregate offering price of the total number of shares of 
Preferred Stock and/or equivalent preferred shares so to be offered (and/or 
the aggregate initial conversion price of the convertible securities so to be 
offered) would purchase at such current market price, and the denominator of 
which shall be the number of shares of Preferred Stock and equivalent 
preferred shares outstanding on such record date plus the number of 
additional shares of Preferred Stock and/or equivalent preferred shares to be 
offered for subscription or purchase (or into which the convertible 
securities so to be offered are initially convertible); PROVIDED, HOWEVER, 
that in no event shall the consideration to be paid upon the exercise of one 
Right be less than the aggregate par value of the shares of capital stock of 
the Company issuable upon exercise of one Right.  In case such subscription 
price may be paid in a

                                      14 
<PAGE>

consideration part or all of which shall be in a form other than cash, the 
value of such consideration shall be as determined in good faith by the Board 
of Directors of the Company, whose determination shall be described in a 
statement filed with the Rights Agent.  Shares of Preferred Stock and 
equivalent preferred shares owned by or held for the account of the Company 
shall not be deemed outstanding for the purpose of any such computation.  
Such adjustment shall be made successively whenever such a record date is 
fixed; and in the event that such rights, options or warrants are not so 
issued, the Purchase Price shall be adjusted to be the Purchase Price which 
would then be in effect if such record date had not been fixed.

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

     (d)(i) Except as otherwise provided herein, for the purpose of any 
computation hereunder, the "current per share market price" of any security 
(a "Security" for the purpose of this Section 11(d)(i)) on any date shall be 
deemed to be the average of the daily closing prices per share of such 
Security for the 30 consecutive Trading Days (as such term is hereinafter 
defined) immediately prior to such date; PROVIDED, HOWEVER, that in the event 
that the current per share market price of the Security is determined during 
a period following the announcement by the issuer of such Security of (A) a 
dividend or distribution on such Security payable in shares of such Security 
or securities convertible into such shares, or (B) any subdivision, 
combination or reclassification of such Security, and prior to the expiration 
of 30 Trading Days after the ex-dividend date for such dividend or 
distribution, or the record date for such subdivision, combination or 
reclassification, then, and in each such case, the current per share market 
price shall be appropriately adjusted to reflect the current market price per 
share equivalent of such Security.  The closing price for each day shall be 
the last sale price, regular way, or, in case no such sale takes place on 
such day, 

                                      15 
<PAGE>

the average of the closing bid and asked prices, regular way, in either case 
as reported by the principal consolidated transaction reporting system with 
respect to securities listed or admitted to trading on the New York Stock 
Exchange or, if the Security is not listed or admitted to trading on the New 
York Stock Exchange, as reported in the principal consolidated transaction 
reporting system with respect to securities listed on the principal national 
securities exchange on which the Security is listed or admitted to trading 
or, if the Security is not listed or admitted to trading on any national 
securities exchange, the last quoted price or, if not so quoted, the average 
of the high bid and low asked prices in the over-the-counter market, as 
reported by Nasdaq or such other system then in use, or, if on any such date 
the Security is not quoted by any such organization, the average of the 
closing bid and asked prices as furnished by a professional market maker 
making a market in the Security selected by the Board of Directors of the 
Company.  The term "Trading Day" shall mean a day on which the principal 
national securities exchange on which the Security is listed or admitted to 
trading is open for the transaction of business or, if the Security is not 
listed or admitted to trading on any national securities exchange, a Business 
Day.

          (ii) For the purpose of any computation hereunder, if the Preferred 
Stock is publicly traded, the "current per share market price" of the 
Preferred Stock shall be determined in accordance with the method set forth 
in Section 11(d)(i).  If the Preferred Stock is not publicly traded but the 
Common Stock is publicly traded, the "current per share market price" of the 
Preferred Stock shall be conclusively deemed to be the current per share 
market price of the Common Stock as determined pursuant to Section 11(d)(i) 
multiplied by the then applicable Adjustment Number (as defined in and 
determined in accordance with the Certificate of Designation for the 
Preferred Stock).  If neither the Common Stock nor the Preferred Stock is 
publicly traded, "current per share market price" shall mean the fair value 
per share as determined in good faith by the Board of Directors of the 
Company, whose determination shall be described in a statement filed with the 
Rights Agent.

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

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

                                      16 
<PAGE>

applicable, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with 
respect to the Preferred Stock shall apply on like terms to any such other 
shares.

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

     (h)  Unless the Company shall have exercised its election as provided in 
Section 11(i), upon each adjustment of the Purchase Price as a result of the 
calculations made in Sections 11(b) and 11(c), each Right outstanding 
immediately prior to the making of such adjustment shall thereafter evidence 
the right to purchase, at the adjusted Purchase Price, that number of one 
one-thousandth of a share of Preferred Stock (calculated to the nearest one 
hundred-thousandth of a share of Preferred Stock) obtained by (i) multiplying 
(x) the number of one one-thousandths of a share purchasable upon the 
exercise of a Right immediately prior to such adjustment by (y) the Purchase 
Price in effect immediately prior to such adjustment 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 pursuant to Sections 11(b) or 11(c) hereof to adjust the 
number of Rights, in substitution for any adjustment in the number of one 
one-thousandths of a share of Preferred Stock purchasable upon the exercise 
of a Right.  Each of the Rights outstanding after such adjustment of the 
number of Rights shall be exercisable for the number of one one-thousandths 
of a share of Preferred Stock for which a Right was exercisable immediately 
prior to such adjustment.  Each Right held of record prior to such adjustment 
of the number of Rights shall become that number of Rights (calculated to the 
nearest one-hundredth) obtained by dividing the Purchase Price in effect 
immediately prior to adjustment of the Purchase Price by the Purchase Price 
in effect immediately after adjustment of the Purchase Price.  The Company 
shall make a public announcement of its election to adjust the number of 
Rights, indicating the record date for the adjustment, and, if known at the 
time, the amount of the adjustment to be made.  Such record date may be the 
date on which the Purchase Price is adjusted or any day thereafter, but, if 
the Right Certificates have been issued, shall be at least 10 days later then 
the date of the public announcement.  If Right Certificates have been issued, 
upon each adjustment of the number of Rights pursuant to this Section 11(i), 
the Company may, as promptly as practicable, cause to be distributed to 
holders of record of Right Certificates on such record date Right 
Certificates evidencing, subject to Section 14 hereof, the additional Rights 
to which such holders shall be entitled as a result of such adjustment, or, 
at the option of the Company, shall cause to be distributed to such holders 
of record in substitution and replacement for the Right Certificates held by 
such holders prior to the date of adjustment, and upon surrender thereof, if 
required by the Company, new Right Certificates evidencing all the Rights to 
which such holders shall be entitled after such adjustment.  Right 
Certificates so to be distributed shall be issued, executed and countersigned 
in the manner provided for herein and shall be registered in the names 

                                      17 
<PAGE>

of the holders of record of Right Certificates on the record date specified 
in the public announcement.

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

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

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

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

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

                                      18 
<PAGE>

Common Stock then outstanding, or issued or delivered thereafter, shall be 
proportionately adjusted so that the number of Rights thereafter associated 
with each share of Common Stock following any such event shall equal the 
result obtained by multiplying the number of Rights associated with each 
share of Common Stock immediately prior to such event by a fraction the 
numerator of which shall be the total number of shares of Common Stock 
outstanding immediately prior to the occurrence of the event and the 
denominator of which shall be the total number of shares of Common Stock 
outstanding immediately following the occurrence of such event.

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

     Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES. 
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the 
Company shall promptly (a) prepare a certificate setting forth such 
adjustment, and a brief statement of the facts accounting for such 
adjustment, (b) file with the Rights Agent and with each transfer agent for 
the Common Stock and the Preferred Stock a copy of such certificate and (c) 
mail a brief summary thereof to each holder of a Right Certificate in 
accordance with Section 25 hereof (if so required under Section 25 hereof).  
The Rights Agent shall be fully protected in relying on any such certificate 
and on any adjustment therein contained and shall not be deemed to have 
knowledge of any such adjustment unless and until it shall have received such 
certificate.

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

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

                                      19 
<PAGE>

subject to any liens, encumbrances, rights of first refusal or other adverse 
claims, as shall equal the result obtained by dividing the Purchase Price (as 
theretofore adjusted in accordance with Section 11(a)(ii) hereof) by 50% of 
the current per share market price of the Common Stock of such Principal 
Party (determined pursuant to Section 11(d) hereof) on the date of 
consummation of such consolidation, merger, sale or transfer; PROVIDED, 
HOWEVER, that the Purchase Price (as theretofore adjusted in accordance with 
Section 11(a)(ii) hereof) and the number of shares of Common Stock of such 
Principal Party so receivable upon exercise of a Right shall be subject to 
further adjustment as appropriate in accordance with Section 11(f) hereof to 
reflect any events occurring in respect of the Common Stock of such Principal 
Party after the occurrence of such consolidation, merger, sale or transfer; 
(B) such Principal Party shall thereafter be liable for, and shall assume, by 
virtue of such consolidation, merger, sale or transfer, all the obligations 
and duties of the Company pursuant to this Rights Agreement; (C) the term 
"Company" shall thereafter be deemed to refer to such Principal Party; and 
(D) such Principal Party shall take such steps (including, but not limited 
to, the reservation of a sufficient number of its shares of Common Stock in 
accordance with Section 9 hereof) in connection with such consummation of any 
such transaction as may be necessary to assure that the provisions hereof 
shall thereafter be applicable, as nearly as reasonably may be, in relation 
to the shares of its Common Stock thereafter deliverable upon the exercise of 
the Rights; provided that, upon the subsequent occurrence of any 
consolidation, merger, sale or transfer of assets or other extraordinary 
transaction in respect of such Principal Party, each holder of a Right shall 
thereupon be entitled to receive, upon exercise of a Right and payment of the 
Purchase Price as provided in this Section 13(a), such cash, shares, rights, 
warrants and other property which such holder would have been entitled to 
receive had such holder, at the time of such transaction, owned the Common 
Stock of the Principal Party receivable upon the exercise of a Right pursuant 
to this Section 13(a), and such Principal Party shall take such steps 
(including, but not limited to, reservation of shares of stock) as may be 
necessary to permit the subsequent exercise of the Rights in accordance with 
the terms hereof for such cash, shares, rights, warrants and other property.

     (b)  "Principal Party" shall mean:

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

                                      20 
<PAGE>

          (ii) in the case of any transaction described in (iii) of the first 
sentence in Section 13(a) hereof, the Person that is the party receiving the 
greatest portion of the assets or earning power transferred pursuant to such 
transaction or transactions, or, if each Person that is a party to such 
transaction or transactions receives the same portion of the assets or 
earning power so transferred or if the Person receiving the greatest portion 
of the assets or earning power cannot be determined, whichever of such 
Persons is the issuer of Common Stock having the greatest aggregate market 
value of shares outstanding;

provided, however, that in any such case described in the foregoing clause 
(b)(i) or (b)(ii), if the Common Stock of such Person is not at such time or 
has not been continuously over the preceding 12-month period registered under 
Section 12 of the Exchange Act, then (1) if such Person is a direct or 
indirect Subsidiary of another Person the Common Stock of which is and has 
been so registered, the term "Principal Party" shall refer to such other 
Person, or (2) if such Person is a Subsidiary, directly or indirectly, of 
more than one Person, the Common Stock of all of which is and has been so 
registered, the term "Principal Party" shall refer to whichever of such 
Persons is the issuer of Common Stock having the greatest aggregate market 
value of shares outstanding, or (3) if such Person is owned, directly or 
indirectly, by a joint venture formed by two or more Persons that are not 
owned, directly or indirectly, by the same Person, the rules set forth in 
clauses (1) and (2) above shall apply to each of the owners having an 
interest in the venture as if the Person owned by the joint venture was a 
Subsidiary of both or all of such joint ventures, and the Principal Party in 
each such case shall bear the obligations set forth in this Section 13 in the 
same ratio as its interest in such Person bears to the total of such 
interests.

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

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

          (ii) use its best efforts, if the Common Stock of the Principal 
Party shall be listed or admitted to trading on the New York Stock Exchange 
or on another national securities exchange, to list or admit to trading (or 
continue the listing of) the Rights and the securities 

                                      21 
<PAGE>

purchasable upon exercise of the Rights on the New York Stock Exchange or 
such securities exchange, or, if the Common Stock of the Principal Party 
shall not be listed or admitted to trading on the New York Stock Exchange or 
a national securities exchange, to cause the Rights and the securities 
receivable upon exercise of the Rights to be authorized for quotation on 
Nasdaq or on such other system then in use;

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

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

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

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

                                      22 
<PAGE>

     Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

     (a)  The Company shall not be required to issue fractions of Rights or 
to distribute Right Certificates which evidence fractional Rights (except 
prior to the Distribution Date in accordance with Section 11(n) hereof).  In 
lieu of such fractional Rights, there shall be paid to the registered holders 
of the Right Certificates with regard to which such fractional Rights would 
otherwise be issuable, an amount in cash equal to the same fraction of the 
current market value of a whole Right.  For the purposes of this Section 
14(a), the current market value of a whole Right shall be the closing price 
of the Rights for the Trading Day immediately prior to the date on which such 
fractional Rights would have been otherwise issuable.  The closing price for 
any day shall be the last sale price, regular way, or, in case no such sale 
takes place on such day, the average of the closing bid and asked prices, 
regular way, in either case as reported in the principal consolidated 
transaction reporting system with respect to securities listed or admitted to 
trading on the New York Stock Exchange or, if the Rights are not listed or 
admitted to trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system 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 by Nasdaq or such other system 
then in use or, if on any such date the Rights are not quoted by any such 
organization, the average of the closing bid and asked prices as furnished by 
a professional market maker making a market in the Rights selected by the 
Board of Directors of the Company.  If on any such date no such market maker 
is making a market in the Rights, the fair value of the Rights on such date 
as determined in good faith by the Board of Directors of the Company shall be 
used.

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

                                      23 
<PAGE>

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

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

     Section 15.  RIGHTS OF ACTION.  All rights of action in respect of this 
Agreement, excepting the rights of action given to the Rights Agent under 
Section 18 hereof, are vested in the respective registered holders of the 
Right Certificates (and, prior to the Distribution Date, the registered 
holders of the Common Stock); and any registered holder of any Right 
Certificate (or, prior to the Distribution Date, of the Common Stock), 
without the consent of the Rights Agent or of the holder of any other Right 
Certificate (or, prior to the Distribution Date, of the Common Stock), on his 
own behalf and for his own benefit, may enforce, and may institute and 
maintain any suit, action or proceeding against the Company to enforce, or 
otherwise act in respect of, his right to exercise the Rights evidenced by 
such Right Certificate (or, prior to the Distribution Date, such Common 
Stock) in the manner provided therein and in this Agreement.  Without 
limiting the foregoing or any remedies available to the holders of Rights, it 
is specifically acknowledged that the holders of Rights would not have an 
adequate remedy at law for any breach of this Agreement and will be entitled 
to specific performance of the obligations under, and injunctive relief 
against actual or threatened violations of, the obligations of any Person 
subject to this Agreement.

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

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

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

     (c)  the Company and the Rights Agent may deem and treat the Person in 
whose name the Right Certificate (or, prior to the Distribution Date, the 
Common Stock certificate) is registered as the absolute owner thereof and of 
the Rights evidenced thereby (notwithstanding any 

                                      24 
<PAGE>

notations of ownership or writing on the Right Certificates or the Common 
Stock certificate made by anyone other than the Company or the Rights Agent) 
for all purposes whatsoever, and neither the Company nor the Rights Agent 
shall be affected by any notice to the contrary.

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

     Section 18.  CONCERNING THE RIGHTS AGENT.

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

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






                                      25 
<PAGE>


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

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

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

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

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

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

                                      26 
<PAGE>

taken or suffered in good faith by it under the provisions of this Agreement 
in reliance upon such certificate.

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

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

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

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

     (g)  The Rights Agent is hereby authorized and directed to accept 
instructions with respect to the performance of its duties hereunder from any 
person reasonably believed by the Rights Agent to be one of the President or 
the Secretary of the Company, and to apply to such officers for advice or 
instructions in connection with its duties, and it shall not be liable for 
any action taken or suffered by it in good faith in accordance with 
instructions of any such officer or for any delay in acting while waiting for 
those instructions.  Any application by the Rights Agent for written 
instructions from the Company may, at the option of the Rights Agent, set 
forth in writing any action proposed to be taken or omitted by the Rights 
Agent under this Agreement and the date on and/or after which such action 
shall be taken or such omission shall be effective.  The Rights Agent shall 
not be liable for any action taken by, or omission of, the Rights Agent in 
accordance with a proposal included in any such application on or after the 
date specified in such application (which date shall 

                                      27 
<PAGE>

not be less than five Business Days after the date any officer of the Company 
actually receives such application unless any such officer shall have 
consented in writing to an earlier date) unless, prior to taking any such 
action (or the effective date in the case of an omission), the Rights Agent 
shall have received written instructions in response to such application 
specifying the action to be taken or omitted.

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

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

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

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

                                      28 
<PAGE>

successor Rights Agent, whether appointed by the Company or by such a court, 
shall be a corporation organized and doing business under the laws of the 
United States or the laws of any state of the United States or the District 
of Columbia, in good standing, which is authorized under such laws to 
exercise corporate trust or stock transfer powers and is subject to 
supervision or examination by federal or state authority and which has at the 
time of its appointment as Rights Agent a combined capital and surplus of at 
least $50 million.  After appointment, the successor Rights Agent shall be 
vested with the same powers, rights, duties and responsibilities as if it had 
been originally named as Rights Agent without further act or deed; but the 
predecessor Rights Agent shall deliver and transfer to the successor Rights 
Agent any property at the time held by it hereunder, and execute and deliver 
any further assurance, conveyance, act or deed necessary for the purpose.  
Not later than the effective date of any such appointment the Company shall 
file notice thereof in writing with the predecessor Rights Agent and each 
transfer agent of the Common Stock or Preferred Stock, and, following the 
Distribution Date, mail a notice thereof in writing to the registered holders 
of the Right Certificates.  Failure to give any notice provided for in this 
Section 21, however, or any defect therein, shall not affect the legality or 
validity of the resignation or removal of the Rights Agent or the appointment 
of the successor Rights Agent, as the case may be.

     Section 22.  ISSUANCE OF NEW RIGHT CERTIFICATES.  Notwithstanding any of 
the provisions of this Agreement or of the Rights to the contrary, the 
Company may, at its option, issue new Right Certificates evidencing Rights in 
such forms as may be approved by its Board of Directors to reflect any 
adjustment or change in the Purchase Price and the number or kind or class of 
shares or other securities or property purchasable under the Right 
Certificates made in accordance with the provisions of this Agreement.  In 
addition, in connection with the issuance or sale of Common Stock following 
the Distribution Date and prior to the Expiration Date, the Company may with 
respect to shares of Common Stock so issued or sold pursuant to (i) the 
exercise of stock options, (ii) under any employee plan or arrangement, (iii) 
upon the exercise, conversion or exchange of securities, notes or debentures 
issued by the Company or (iv) a contractual obligation of the Company, in 
each case existing prior to the Distribution Date, issue Rights Certificates 
representing the appropriate number of Rights in connection with such 
issuance or sale.

     Section 23.  REDEMPTION.

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

                                      29 
<PAGE>

     (b)  Immediately upon the action of the Board of Directors ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at
such later time as the Board of Directors may establish for the effectiveness
of such redemption), and without any further action and without any notice,
the right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights shall be to receive the Redemption Price.  The
Company shall promptly give public notice of any such redemption; PROVIDED,
HOWEVER, that the failure to give, or any defect in, any such notice shall
not affect the validity of such redemption.  Within 10 days after such action
of the Board of Directors ordering the redemption of the Rights (or such
later time as the Board of Directors may establish for the effectiveness of
such redemption), the Company shall mail a notice of redemption to all the
holders of the then outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Stock.  Any
notice 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 shall state the method by which the payment of the Redemption
Price will be made.

     Section 24.  EXCHANGE.

     (a)  The Board of Directors of the Company may, at its option, at any
time after the Flip-In Event, exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for Common Stock at
an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such amount per Right being hereinafter
referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the
Board of Directors shall not be empowered to effect such exchange at any time
after an Acquiring Person shall have become the Beneficial Owner of shares of
Common Stock aggregating 50% or more of the shares of Common Stock then
outstanding.  From and after the occurrence of an event specified in Section
13(a) hereof, any Rights that theretofore have not been exchanged pursuant to
this Section 24(a) shall thereafter be exercisable only in accordance with
Section 13 and may not be exchanged pursuant to this Section 24(a).  The
exchange of the Rights by the Board of Directors may be made effective at
such time, on such basis and with such conditions as the Board of Directors
in its sole discretion may establish.

     (b)  Immediately upon the effectiveness of the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action and without
any notice, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive that number
of shares of Common Stock equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio.  The Company shall promptly give
public notice of any such exchange; PROVIDED, HOWEVER, that the failure to
give, or any defect in, such notice shall not affect the validity of such
exchange.  The Company shall promptly mail a notice of any such exchange to
all of the holders of the Rights so  exchanged at their last addresses as
they appear upon the registry books of the Rights Agent.  Any notice which is
mailed in the manner herein provided shall be deemed given, whether or not
the

                                      30
<PAGE>

holder receives the notice.  Each such notice of exchange will state the
method by which the exchange of the shares of Common Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected pro rata
based on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder
of Rights.

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

     Section 25.  NOTICE OF CERTAIN EVENTS.

     (a)  In case the Company shall at any time after the earlier of the
Distribution Date or the Stock Acquisition Date propose (i) to pay any
dividend payable in stock of any class to the holders of its Preferred Stock
or to make any other distribution to the holders of its Preferred Stock
(other than a regular quarterly cash dividend), (ii) to offer to the holders
of its Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of
its Preferred Stock (other than a reclassification involving only the
subdivision or combination of outstanding Preferred Stock), (iv) to effect
the liquidation, dissolution or winding up of the Company, or (v) to pay any
dividend on the Common Stock payable in Common Stock or to effect a
subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution of rights or warrants, or the date on which such
liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of the Common Stock and/or Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least 10 days
prior to the record date for determining holders of the Preferred Stock for
purposes of such action, and in the case of any such other action, at least
10 days prior to the date of the taking of such proposed action or the date
of participation therein by the holders of the Common Stock and/or Preferred
Stock, whichever shall be the earlier.

     (b)  In case any event described in Section 11(a)(ii) or Section 13
shall occur then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate (or if

                                      31
<PAGE>

occurring prior to the Distribution Date, the holders of the Common Stock) in
accordance with Section 26 hereof, a notice of the occurrence of such event,
which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) and Section 13 hereof.

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

               Getchell Gold Corporation
               5460 S. Quebec St., Ste. 240
               Englewood, Colorado  80111
               Attention: Chief Financial Officer

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

               Harris Trust and Savings Bank
               P.O. Box A3504
               Chicago, Illinois  60690-3504
               Attention: Shareholder Services Division

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

     Section 27.  SUPPLEMENTS AND AMENDMENTS.  Except as provided in the
penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the
Rights Agent shall if the Company so directs, supplement or amend any
provision of this Agreement in any respect without the approval of any
holders of the Rights.  At any time when the Rights are no longer redeemable,
except as provided in the penultimate sentence of this Section 27, the
Company may, and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provision herein, (iii) shorten or lengthen any time period hereunder,
or (iv) change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable; PROVIDED that no such supplement or
amendment shall adversely affect the interests of the holders of Rights as
such (other than an Acquiring Person

                                      32
<PAGE>

or an Affiliate or Associate of an Acquiring Person), and no such amendment
may cause the Rights again to become redeemable or cause the Agreement again
to become amendable other than in accordance with this sentence.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption Price.
Upon the delivery of a certificate from an appropriate officer of the Company
which states that the proposed supplement or amendment is in compliance with
the terms of this Section 27, the Rights Agent shall execute such supplement
or amendment.

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

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

     Section 30.  DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS.  The
Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise the rights and powers
specifically granted to the Board of Directors of the Company or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i)
interpret the provisions of this Agreement and (ii) make all determinations
deemed necessary or advisable for the administration of this Agreement
(including, without limitation, a determination to redeem or not redeem the
Rights or to amend this Agreement).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y)
below, all omissions with respect to the foregoing) that are done or made by
the Board of Directors of the Company in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights, as such, and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights.

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

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

                                      33
<PAGE>

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

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


































                                      34
<PAGE>

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

                                       GETCHELL GOLD CORPORATION


                                       By: Getchell Gold Corporation
                                          ----------------------------------
                                       Name: /s/ Donald S. Robson
                                            --------------------------------
                                       Title: Vice President and Chief
                                              Financial Officer
                                             -------------------------------


                                       HARRIS TRUST AND SAVINGS BANK,
                                       as Rights Agent


                                       By: /s/ Harris Trust and Savings Bank
                                          ----------------------------------
                                       Name:
                                            --------------------------------
                                       Title:
                                             -------------------------------



                                      35
<PAGE>


                                                                      EXHIBIT A


                                  FORM OF
                         CERTIFICATE OF DESIGNATION

                                     of

               SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                     of

                         GETCHELL GOLD CORPORATION

           Pursuant to Section 151 of the General Corporation Law
                          of the State of Delaware

     Getchell Gold Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 103 thereof, DOES HEREBY CERTIFY:

     That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of the
said Corporation, the said Board of Directors on November 14, 1996 adopted
the following resolution creating a series of 100,000 shares of Preferred
Stock designated as "Series A Junior Participating Preferred Stock":

          RESOLVED, that pursuant to the authority vested in the Board of
     Directors of this Corporation in accordance with the provisions of the
     Certificate of Incorporation, a series of Preferred Stock, par value
     $.0001 per share, of the Corporation be and hereby is created, and that
     the designation and number of shares thereof and the voting and other
     powers, preferences and relative, participating, optional or other
     rights of the shares of such series and the qualifications, limitations
     and restrictions thereof are as follows:

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

     1.   DESIGNATION AND AMOUNT.  There shall be a series of Preferred Stock
that shall be designated as "Series A Junior Participating Preferred Stock,"
and the number of shares constituting such series shall be 100,000.  Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number of
shares of Series A Junior Participating Preferred Stock to less than the
number of shares then

                                     A-1
<PAGE>


issued and outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

     2.   DIVIDENDS AND DISTRIBUTION.

          (A)  Subject to the prior and superior rights of the holders of any
shares of any class or series of stock of the Corporation ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock with
respect to dividends, the holders of shares of Series A Junior Participating
Preferred Stock, in preference to the holders of shares of any class or
series of stock of the Corporation ranking junior to the Series A Junior
Participating Preferred Stock in respect thereof, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
1st day of March, June, September, and December, in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing
on the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $____ or (b) the Adjustment Number (as defined below) times
the aggregate per share amount of all cash dividends, and the Adjustment
Number times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par value
$.0001 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Junior Participating Preferred
Stock.  The "Adjustment Number" shall initially be 1000.  In the event the
Corporation shall at any time after December 31, 1996 (the "Rights
Declaration Date") (i) declare and pay any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

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

          (C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such
shares of Series A Junior Participating Preferred Stock, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend

                                     A-2
<PAGE>

Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin
to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest.  Dividends paid on the
shares of Series A Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding.  The Board of Directors may fix a record
date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof.

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

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

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

     4.   CERTAIN RESTRICTIONS.

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

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

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

                                     A-3
<PAGE>

payable or in arrears in proportion to the total amounts to which the holders
of all such shares are then entitled; or

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

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

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

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

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

                                     A-4
<PAGE>

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

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

     8.   NO REDEMPTION.  Shares of Series A Junior Participating Preferred 
Stock shall not be subject to redemption by the Company.

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

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

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

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 
___ day of __________, 199_.

                                           GETCHELL GOLD CORPORATION


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


                                     A-5 
<PAGE>

                                              Title:



























                                     A-6 
<PAGE>
                                                                    EXHIBIT B 


                    Form of Right Certificate

Certificate No. R-______

          NOT EXERCISABLE AFTER DECEMBER 31, 2006 OR EARLIER
          IF REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE
          SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO
          EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
          AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, AS SET
          FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY
          OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES
          AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
          AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
          BECOME NULL AND VOID AND WILL NO LONGER BE
          TRANSFERABLE.


                        RIGHT CERTIFICATE

                    GETCHELL GOLD CORPORATION

     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 December 31, 1996, as the 
same may be amended from time to time (the "Rights Agreement"), between 
Getchell Gold Corporation, a Delaware corporation (the "Company"), and Harris 
Trust and Savings Bank, as Rights Agent (the "Rights Agent"), to purchase 
from the Company at any time after the Distribution Date (as such term is 
defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, 
on December 31, 2006 at the office or agency of the Rights Agent designated 
for such purpose, or of its successor as Rights Agent, one one-thousandth of 
a fully paid non-assessable share of Series A Junior Participating Preferred 
Stock, par value $.0001 per share (the "Preferred Stock"), of the Company at 
a purchase price of $150.00 per one one-thousandth of a share of Preferred 
Stock (the "Purchase Price"), upon presentation and surrender of this Right 
Certificate with the Form of Election to Purchase duly executed.  The number 
of Rights evidenced by this Rights Certificate (and the number of one 
one-thousandths of a share of Preferred Stock which may be purchased upon 
exercise hereof) set forth above, and the Purchase Price set forth above, are 
the number and Purchase Price as of December 31, 1996, based on the Preferred 
Stock as constituted at such date.  As provided in the Rights Agreement, the 
Purchase Price, the number of one one-thousandths of a share of Preferred 
Stock (or other securities or property) which may be 

                                     B-1 
<PAGE>

purchased upon the exercise of the Rights and the number of Rights evidenced 
by this Right Certificate are subject to modification and adjustment upon the 
happening of certain events.

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

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

     Subject to the provisions of the Rights Agreement, the Rights evidenced 
by this Certificate (i) may be redeemed by the Company at a redemption price 
of $.01 per Right or (ii) may be exchanged in whole or in part for shares of 
the Company's Common Stock, par value $.0001 per share, or shares of 
Preferred Stock.

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

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

                                     B-2 
<PAGE>

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

     WITNESS the facsimile signature of the proper officers of the Company 
and its corporate seal.  Dated as of ________ __, 199_.

                                           GETCHELL GOLD CORPORATION


                                           By:
                                              ------------------------------- 
                                              [Title]

ATTEST:


------------------------------------ 
[Title]


Countersigned:


                  , as Rights Agent
------------------ 

By:
   -------------------------------- 
   [Title]


















                                     B-3 
<PAGE>

                  Form of Reverse Side of Right Certificate

                              FORM OF ASSIGNMENT

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


     FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers 
unto __________________________________________________________________________
                (Please print name and address of transferee)
_______________________________________________________________________________
Rights represented by this Right Certificate, together with all right, title 
and interest therein, and does hereby irrevocably constitute and appoint 
________________ Attorney, to transfer said Rights on the books of the within-
named Company, with full power of substitution.

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


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

Signature Guaranteed:

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

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

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


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


                                     B-4 
<PAGE>

             Form of Reverse Side of Right Certificate - continued

                          FORM OF ELECTION TO PURCHASE

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

To GETCHELL GOLD CORPORATION:

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


_______________________________________________________________________________
                    (Please print name and address)

_______________________________________________________________________________


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

Please insert social security
or other identifying number

_______________________________________________________________________________
                       (Please print name and address)

_______________________________________________________________________________


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


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


(Signature must conform to holder specified on Right Certificate)

Signature Guaranteed:

                                     B-5 
<PAGE>

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

            Form of Reverse Side of Right Certificate - continued


_______________________________________________________________________________
                              (To be completed)

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


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


_______________________________________________________________________________

                                   NOTICE

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

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











                                     B-6