EXHIBIT 4.1


                                RIGHTS AGREEMENT

      This  Rights Agreement (this "Agreement"), is dated as of October 28, 2005
between  CompuMed,  Inc., a Delaware corporation (the "COMPANY"), and U.S. Stock
Transfer  Corporation  (the  "RIGHTS AGENT"). Capitalized terms included in this
Agreement  shall  have  the  meaning  set  forth  herein.

                              W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  on  October  28,  2005, the Board of Directors of the Company (i)
authorized  the  issuance  and  declared a dividend of one right (a "Right") for
each  share  of the Common Stock, par value $0.01 per share ("Common Stock"), of
the  Company  outstanding  as  of  the  close of business on August 1, 2005 (the
"RECORD  DATE"), each Right representing the right to purchase, on the terms and
conditions  contained herein, one share (subject to adjustment) of Common Stock,
of  the  Company, and (ii) further authorized the issuance of one Right (subject
to  adjustment)  with  respect  to  each share of Common Stock that shall become
outstanding (whether originally issued or delivered from the Company's treasury)
between  the Record Date and the Distribution Date (as defined below); 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.

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

SECTION  1.  CERTAIN  DEFINITIONS.

      For  purposes  of  this  Agreement,  the  following  terms  shall have the
meanings  indicated:

      (a)  "ACQUIRING  PERSON"  shall  mean any Person who or which shall be the
Beneficial  Owner of 15% or more of the shares of Common Stock then outstanding,
but  shall  not  include  an  Exempt  Person;  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  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 Exchange Act, as
in  effect  on  the  date  hereof.

      (b)  "ADJUSTMENT  SHARES"  shall  have  the  meaning  set forth in Section
11(a)(ii)  hereof.

      (c)  "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  of  this  Agreement.

      (d)  A  Person  shall  be  deemed  the "BENEFICIAL OWNER" of, and shall be
deemed  to  "BENEFICIALLY  OWN,"  any  shares  of  Common  Stock:

            (i)  that  such  Person  or  any  of  such  Person's  Affiliates  or
Associates  beneficially  owns,  directly  or  indirectly  (as  determined
pursuant  to  Rule 13d-3 of the General Rules and Regulations under the Exchange
Act,  as  in  effect  on  the  date  of  this  Agreement);

            (ii)  that  such  Person  or  any  of  such  Person's  Affiliates
      or  Associates  has

                  (A)  the  right  to acquire (whether such right is exercisable
immediately  or  only  after  the  passage  of  time) pursuant to any agreement,
arrangement or understanding, whether or not in writing, 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 such Person or any of such Person's Affiliates or Associates until such
tendered  securities  are  accepted  for  purchase  or  exchange,

                  (y)  securities that such Person has a right to acquire on the
exercise  of  Rights  at any time prior to the occurrence of a Section 11(a)(ii)
Event,  or

                  (z) securities issuable upon exercise of Rights from and after
the  occurrence  of  a  Section 11(a)(ii) Event 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  22  hereof ("ORIGINAL RIGHTS") or
pursuant  to Section 11(i) or Section 11(o) hereof with respect to an adjustment
to  Original  Rights;  or

                  (B)  the  right to vote pursuant to any agreement, arrangement
or  understanding  (whether or not in writing); PROVIDED, HOWEVER, that a Person
shall  not  be  deemed  the  "Beneficial Owner" of, or to beneficially own," any
security  if  the agreement, arrangement or           understanding to vote such
security  arises solely from a revocable proxy or consent given in response to a
public  proxy  or consent solicitation made pursuant to, and in accordance with,
the  applicable  General  Rules  and  Regulations  under  the  Exchange  Act; or

            (iii)  that  are  beneficially  owned,  directly  or  indirectly (as
determined pursuant to Rule 13d-3 of the General Rules and Regulations under the
Exchange  Act,  as in effect on the date of this Agreement), by any other Person
with  which such Person or any of such Person's Affiliates or Associates has any
agreement,  arrangement  or  understanding,  whether  or not in writing, for the
purpose  of  acquiring,  holding,  voting  (except as described in clause (B) of
subparagraph  (ii)  of this paragraph (d)) or disposing of any securities of the
Company.

      Notwithstanding  anything  in  this  paragraph  (d)  to  the  contrary,

                  (A)  a  Person  engaged  in  the  business  of  underwriting
securities  shall  not  be deemed the "Beneficial Owner" of, or to "beneficially
own,"  any  securities  acquired in good faith in a firm commitment underwriting
until  the  expiration  of  40  days  after  the  date  of such acquisition, and

                  (B)  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(d)), including, without limitation, in a
fiduciary  capacity,  by an Exempt Person or by any other such officer, director
or  employee  of  an  Exempt  Person.

      (e)  "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company
or  any  duly  authorized  committee  thereof.

      (f)  "BUSINESS DAY" shall mean any day other than a Saturday, Sunday, or a
day  on  which banking institutions in the State of California are authorized or
obligated  by  law  or  executive  order  to  close.

      (g)  "CLOSE  OF  BUSINESS"  on  any  given  date shall mean 5:00 p.m., Los
Angeles,  California time, on such date; PROVIDED, HOWEVER, that if such date is
not a Business Day it shall mean 5:00 p.m., Los Angeles, California time, on the
next  succeeding  Business  Day.

      (h)  "COMMON STOCK" when used with reference to the Company shall mean the
Common Stock (currently par value $.01 per share) of the Company. "COMMON STOCK"
when  used  with  reference  to any Person other than the Company which shall be
organized  in  corporate  form  shall  mean  the  capital  stock or other equity
security with the greatest per share voting power of such Person. "COMMON STOCK"
when used with reference to any Person other than the Company which shall not be
organized  in  corporate form shall mean units of beneficial interest that shall
represent the right to participate in profits, losses, deductions and credits of
such Person and that shall be entitled to exercise the greatest voting power per
unit  of  such  Person.

      (i) "COMMON STOCK EQUIVALENTS" shall have the meaning set forth in Section
11(a)(iii)  hereof.

      (j)  "CURRENT  MARKET  PRICE"  shall have the meaning set forth in Section
11(d)  hereof.

      (k) "CURRENT VALUE" shall have the meaning set forth in Section 11(a)(iii)
hereof.

      (l)  "DISTRIBUTION  DATE" shall have the meaning set forth in Section 3(a)
hereof.

      (m)  "EXCHANGE  ACT"  shall  mean  the Securities Exchange Act of 1934, as
amended.

      (n)  "EXCHANGE  RATIO"  shall  have the meaning set forth in Section 24(a)
hereof.

      (o) "EXEMPT PERSON" shall mean the Company, any Subsidiary of the Company,
any  employee  benefit  plan  or  employee  stock  plan of the Company or of any
Subsidiary  of  the  Company,  or  any  person or entity organized, appointed or
established  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.

      (p)  "EXPIRATION  DATE"  shall  have the meaning set forth in Section 7(a)
hereof.

      (q)  "FINAL  EXPIRATION  DATE" shall have the meaning set forth in Section
7(a)  hereof.

      (r)  "INVALIDATION  TIME"  shall  have  the  meaning  set forth in Section
11(a)(ii)  hereof.

      (s)  "NASDAQ"  shall  mean the National Association of Securities Dealers,
Inc.  Automated  Quotations  System.

      (t) "ORIGINAL RIGHTS" shall have the meaning set forth in Section 1(d)(ii)
hereof.

      (u)  "PERSON" shall mean any individual, firm, corporation, partnership or
other  entity.

      (v)  "PRINCIPAL  PARTY"  shall have the meaning set forth in Section 13(b)
hereof.

      (w) "PURCHASE PRICE" shall have the meaning set forth in Section 4 hereof.

      (x)  "RECORD  DATE,"  with  respect  to the initial issuance of the Rights
shall  be  August  1,  2005.

      (y)  "REDEMPTION  PRICE"  shall  have  the  meaning  set  forth in Section
23(a)(ii)  hereof.

      (z)  "RIGHT  CERTIFICATE" shall have the meaning set forth in Section 3(a)
hereof.

      (aa)  "SECTION  11(A)(II)  EVENT"  shall  mean  any  instance in which any
Person,  alone  or  together with its Affiliates and Associates, shall become an
Acquiring  Person.

      (ab)  "SECTION 11(A)(II) TRIGGER DATE" shall have the meaning set forth in
Section  11(a)(iii)  hereof.

      (ac) "SECTION 13 EVENT" shall mean any event described in clause (i), (ii)
or  (iii)  of  Section  13(a)  hereof.

      (ad)  "SECURITIES  ACT" shall mean the Securities Act of 1933, as amended.

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

      (af)  "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 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.

      (ag)  "SUBSTITUTION  PERIOD"  shall  have the meaning set forth in Section
11(a)(iii)  hereof.

      (ah)  "SUBSIDIARY"  of a Person shall mean any corporation or other entity
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.

      (ai)  "SUMMARY OF RIGHTS" shall have the meaning set forth in Section 3(b)
hereof.

      (aj)  "TRADING  DAY"  shall have the meaning set forth in Section 11(d)(i)
hereof.

      (ak)  "TRIGGERING EVENT" shall mean any Section 11(a)(ii) Event or Section
13  Event.

SECTION  2.  APPOINTMENT  OF  RIGHTS  AGENT.

      The  Company  hereby  appoints  the  Rights  Agent to act as agent for the
Company 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  Agent  as  it may deem necessary or desirable. The Rights Agent shall
have  no  duty  to  supervise,  and shall in no event be liable for, the acts or
omissions  of any such co-Rights Agent. In the event the Company appoints one or
more  co-Rights  Agents,  the  respective  duties  of  the  Rights Agent and any
co-Rights  Agent  will  be  as  the  Company  may  determine.

SECTION  3.  ISSUANCE  OF  RIGHT  CERTIFICATES.

      (a) Until the Close of Business on the day (the "DISTRIBUTION DATE") which
is  the  EARLIER  OF


            (i)  the  tenth  day  after  the  Stock  Acquisition  Date  or

            (ii)  the tenth Business Day (or such later day as may be determined
by action of the Board of Directors taken prior to the Close of Business on such
tenth  Business  Day  and  prior to such time as any Person becomes an Acquiring
Person)  following  the commencement by any Person (other than an Exempt Person)
of,  or the first public announcement of the intent of any Person (other than an
Exempt  Person)  to  commence,  a  tender  or exchange offer upon the successful
consummation  of  which such Person would be the Beneficial Owner of 15% or more
of  the outstanding Common Stock(irrespective of whether any shares are actually
purchased  pursuant  to  any  such  offer),

                  (x) the Rights will be evidenced (subject to the provisions of
Section  3(c) hereof) by the certificates for the Common Stock registered in the
names  of  the  holders of the Common Stock and not separate Right Certificates,
and

                  (y)  each  Right  will be transferable only in connection with
the  transfer  of  a  share  (subject  to adjustment as hereinafter provided) of
Common Stock; PROVIDED, HOWEVER, that if the Distribution Date would be prior to
the  Record  Date,  the Record Date shall be the Distribution Date; and PROVIDED
FURTHER,  that  if  a  tender offer or exchange offer referred to in clause (ii)
above  is canceled or withdrawn prior to the Distribution Date, such offer shall
be  deemed,  for  purposes  of  this  Agreement,  never  to  have  been  made.

      As  soon as practicable after the Distribution Date, the Rights Agent will
mail,  by first-class, postage-prepaid mail, to each record holder of the Common
Stock  as  of  the  Close  of Business on the Distribution Date, as shown by the
records  of  the Company, at the address of such holder shown on such records, a
Right  Certificate  in  substantially  the  form  of  EXHIBIT  A  hereto ("RIGHT
CERTIFICATE"),  evidencing  one  Right  for  each share of Common Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number  of  Rights  per  share of Common Stock has been made pursuant to Section
11(i)  or  Section  11(o)  hereof,  at  the  time  of  distribution of the Right
Certificates,  the  Company  shall  make  the necessary and appropriate rounding
adjustments (in accordance with Section 14(a) hereof) so that Right Certificates
representing  only  whole  numbers of Rights are distributed and cash is paid in
lieu of any fractional Rights. As of and after the Distribution Date, the Rights
will  be  evidenced  solely  by  such  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 Common Stock, substantially
in  the form attached hereto as EXHIBIT B ("SUMMARY OF Rights"), by first-class,
postage-prepaid  mail,  to each record holder of Common Stock as of the Close of
Business  on  the Record Date at the address of such holder shown on the records
of  the  Company.

      (c)  With  respect  to certificates for Common Stock outstanding as of the
Record  Date, until the Distribution Date (or, if earlier, the Expiration Date),
the Rights will be evidenced by such certificates for Common Stock registered in
the  names of the holders thereof together with a copy of 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 (subject to the
provisions of Section 11(a)(ii) and the other provisions hereof) also constitute
the  surrender  for  transfer  of  the  Rights  associated with the Common Stock
represented  thereby.

      (d)  Subject  to  the  provisions  of  Section  11(a)(ii)  and  the  other
provisions  hereof,  Rights  shall  be issued in respect of all shares of Common
Stock  that become outstanding after the Record Date but prior to the earlier of
the  Distribution  Date  or  the  Expiration  Date and, in certain circumstances
provided  for in Section 22 hereof, may be issued in respect of shares of Common
Stock  that  become outstanding after the Distribution Date. Certificates issued
for Common Stock (including without limitation certificates issued upon original
issuance,  disposition  from  the  Company's treasury or transfer or exchange of
Common Stock) after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date (or, in certain circumstances as provided in Section
22  hereof,  after  the  Distribution Date) shall have impressed on, printed on,
written  on  or  otherwise  affixed  to  them  the  following  legend:

This certificate also evidences and entitles the holder hereof to certain Rights
as  set  forth  in  a  Rights  Agreement  between  CompuMed, Inc. and U.S. Stock
Transfer  Corporation,  as  Rights  Agent,  dated  as of October 28, 2005 and as
amended from time to time (the "AGREEMENT"), the terms of which are incorporated
herein  by  reference  and a copy of which is on file at the principal executive
office  of  CompuMed,  Inc.  Under  certain  circumstances,  as set forth in the
Agreement,  such  Rights  will be evidenced by separate certificates and will no
longer be evidenced by this certificate.  CompuMed, Inc. will mail to the holder
of  this  certificate  a  copy  of  the  Agreement without charge promptly after
receipt  by  it of a written request therefore. Rights issued to or beneficially
owned  by  a  Person  who  is  or becomes an Acquiring Person or an Affiliate or
Associate  of such Acquiring Person (as such terms are defined in the Agreement)
or,  under  certain  circumstances,  transferees  thereof,  will  become void as
provided  in  Section  11(a)(ii)  of  the  Agreement  and  thereafter may not be
transferred  to  any  Person.

      With  respect  to  such  certificates containing the foregoing legend, the
Rights  associated with the Common Stock represented by such certificates shall,
until  the  Distribution  Date, be evidenced by such certificates alone, and the
surrender  for transfer of any such certificate shall (subject to the provisions
of  Section  11(a)(ii)  and  the  other  provisions  hereof)  also institute the
surrender  for  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  thereby.

      Notwithstanding  this  paragraph  (d),  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 (including the forms of assignment and election to
purchase to be printed on the reverse thereof), when, as and if issued, shall be
substantially  in the form set forth in EXHIBIT A 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
law  or  with  any  rule or regulation made pursuant thereto or with any rule or
regulation  of  any  stock  exchange  or automated quotation system on which the
Rights  may  from time to time be listed, or to conform to usage. Subject to the
provisions  of  Sections  11  and  22  hereof,  the Right Certificates, whenever
issued, evidencing the Rights issued on the Record Date shall be dated as of the
Record  Date,  and  Right Certificates evidencing Rights issued after the Record
Date  shall  be  dated  as of the date of such issuance, and on their face Right
Certificates  shall  entitle the holders thereof to purchase one share of Common
Stock,  or other securities or property as provided herein, as the same may from
time  to  time  be adjusted as provided herein, at the price per share set forth
therein,  as  the same may from time to time be adjusted as provided herein (the
"PURCHASE  PRICE").

SECTION  5.  COUNTERSIGNATURE  AND  REGISTRATION.

      (a)  The  Right Certificates shall be executed on behalf of the Company by
its  Chairman  of  the  Board,  President,  Chief  Executive Officer or any Vice
President,  either  manually or by facsimile signature, and have affixed thereto
the  Company's  seal  or  a  facsimile  thereof  which  shall be attested by the
Secretary  or  an  Assistant  Secretary  of  the  Company, either manually or by
facsimile  signature.  The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless so countersigned.
In  case  any  officer  of  the  Company  who shall have signed any of the 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,
issued  and  delivered  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 its principal office, 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 Right Certificate, the date of each Right
Certificate,  and  the  certificate  number  for  each  Right  Certificate.

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

      (a)  Subject  to  the  provisions  of  Section  11(a)(ii)  and  the  other
provisions  hereof,  at any time after the Close of Business on the Distribution
Date  and at or prior to the Close of Business on the Expiration Date, any Right
Certificate  or  Right  Certificates may be transferred or split up, combined or
exchanged  for  another  Right  Certificate or Right Certificates, entitling the
registered  holder  to  purchase  a like number of shares of Common Stock as the
Right Certificate or Right Certificates surrendered then entitled such holder to
purchase. Any registered holder desiring to transfer any Right Certificate shall
surrender the Right Certificate at the principal office of the Rights Agent with
the  form  of  assignment  on the reverse side thereof duly endorsed (or enclose
with  such  Right  Certificate  a  written  instrument  of  transfer  in  form
satisfactory  to  the  Company  and  the  Rights  Agent),  duly  executed by the
registered  holder  thereof or his attorney duly authorized in writing, and with
such  signature  duly  guaranteed.  Any  registered holder desiring to split up,
combine  or  exchange  any  Right Certificate shall make such request in writing
delivered  to  the  Rights  Agent,  and shall surrender the Right Certificate or
Right Certificates to be split up, combined or exchanged at the principal office
of  the  Rights  Agent. Thereupon the Rights Agent, subject to the provisions of
Section  11(a)(ii) and the other provisions hereof, shall countersign (by manual
signature)  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)  and  the  other
provisions  hereof, 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, if requested by the Company,
reimbursement  to the Company of all reasonable expenses incidental thereto, and
upon  surrender to the Rights Agent and cancellation of the Right Certificate if
mutilated,  the Company will execute and deliver a new Right Certificate of like
tenor  to  the  Rights Agent for delivery to the registered owner 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  at  the  Close of Business on the Distribution Date, and thereafter
may  be  exercised  in  whole or in part to purchase shares of Common Stock upon
surrender of the Right Certificate, with the form of election to purchase on the
reverse side thereof duly executed (with such signature duly guaranteed), to the
Rights  Agent  at  its  principal office, together with payment of the aggregate
Purchase  Price  (subject to adjustment as hereinafter provided) with respect to
the number of shares of Common Stock (except as otherwise provided herein) as to
which such surrendered Rights are then being exercised, at or prior to the Close
of  Business  on  the  date (the "EXPIRATION DATE") which is the earliest of (i)
October  28,  2009  (the  "FINAL  EXPIRATION  DATE"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which
the  Rights  are  exchanged  as  provided  in  Section  24  hereof.

      (b)  The  Purchase Price shall initially be $0.40 for each share of Common
Stock  issued  pursuant  to  the exercise of a Right. The Purchase Price and the
number  of  shares  of  Common  Stock  or  other  securities 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. The Purchase Price shall be payable in lawful
money  of  the United States of America, in accordance with Section 7(c) hereof.

      (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 number of shares of Common Stock to be purchased and an amount equal to
any  applicable transfer tax, by cash, certified or official bank check or money
order  payable to the order of the Company or the Rights Agent, the Rights Agent
shall,  subject  to  Section  20(j) and Section 20(k) hereof, thereupon promptly

           (i)  requisition  from  any  transfer  agent  of  the  Common  Stock
certificates for the number of shares of Common Stock so elected to be purchased
(and/or  requisition  from the depository agent depository receipts representing
interests  in  such  number  of  fractional  shares of Common Stock as are to be
purchased,  in which case certificates for the fractional shares of Common Stock
so  represented  shall  be  deposited with the depository agent) and the Company
will  comply and hereby authorizes and directs such transfer agent (and any such
depository  agent)  to  comply  with  all  such  requests,

            (ii)  requisition  from the Company the amount of cash to be paid in
lieu  of  issuance of fractional shares in accordance with Section 14(b) hereof,
and

            (iii)  promptly  after  receipt  of  such Common Stock certificates,
cause  the same to be delivered to or upon the order of the registered holder of
such Right Certificate, registered in such name or names as may be designated by
such  holder,  or,  when  appropriate,  after  receipt  promptly  deliver  such
depository  receipts  and  cash to or upon the order of the registered holder of
such  Right  Certificate;  PROVIDED,  HOWEVER, that in the case of a purchase of
securities,  other  than  Common  Stock,  pursuant  to  Section 11 or Section 13
hereof,  the  Rights  Agent  shall  promptly  take  the  appropriate  actions
corresponding  to  the  foregoing  clauses  (i)  through  (iii).

      In  the  event  that the Company is obligated to issue other securities of
the Company, pay cash and/or distribute other property pursuant to Section 11(a)
thereof,  the  Company  will  make all arrangements necessary so that such other
securities,  cash  and/or  other  property are available for distribution by the
Rights  Agent,  if  and  when  appropriate.

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

      (e)  Notwithstanding  anything  in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action with
respect  to a registered holder upon the occurrence of any purported exercise as
set  forth  in  this  Section  7  unless  such  registered  holder  shall  have

            (i)  completed  and  signed the certificate contained in the form of
election  to  purchase  set  forth  on the reverse side of the Right Certificate
surrendered  for  such  exercise  and

            (ii)  provided  such  additional  evidence  of  the  identity of the
Beneficial  Owner  (or  former  Beneficial  Owner)  or  Affiliates or Associates
thereof  as  the  Company  shall  reasonably  request.

SECTION  8.  CANCELLATION  AND  DESTRUCTION  OF  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 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.  RESERVATION  AND  AVAILABILITY  OF  SHARES  OF  COMMON  STOCK.

      (a) The Company covenants and agrees that at all times it will cause to be
reserved  and  kept  available,  out  of and to the extent of its authorized and
unissued  shares  of  Common  Stock not reserved for another purpose held in its
treasury,  the  number  of  shares  of  Common  Stock  that, as provided in this
Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the
exercise  in full of all outstanding Rights, provided that the Company shall not
be  required  to  reserve  and  keep  available  shares of Common Stock or other
securities  sufficient  to permit the exercise in full of all outstanding Rights
pursuant  to  the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii)
or  Section  13  hereof  unless  the  Rights become exercisable pursuant to such
adjustments,  and then only to the extent the Rights become exercisable pursuant
to  such  adjustments.

      (b)  So  long  as the shares of Common Stock issuable and deliverable upon
the  exercise  of  Rights  may  be listed on any national securities exchange or
automated  quotation  system, as the case may be, 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 on such exchange or automated
quotation system, as the case may be, 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  to,  if then necessary to permit the issuance of
shares  of  Common  Stock upon the exercise of Rights, register the offering and
issuance  of  and  qualify  such  shares  of  Common  Stock  (and, following the
occurrence  of  a Triggering Event, shares of Common Stock and other securities)
under  the Securities Act and any applicable state securities or "blue sky" laws
(to  the  extent  exemptions  therefrom  are  not  available), cause the related
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. 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.  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.

      (d)  The Company covenants and agrees that it will take all such action as
may  be  necessary  to  insure  that  all  shares of Common Stock delivered upon
exercise  of  Rights shall, to the extent applicable, at the time of delivery of
the  certificates  for  such  securities  (subject  to  payment of the aggregate
Purchase  Price  in  respect thereof), be duly and validly authorized and issued
and  fully  paid and nonassessable securities in accordance with applicable law.

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

SECTION  10.  COMMON  STOCK  RECORD  DATE.

      Each  Person  in whose name any certificate for shares of Common Stock (or
other  securities,  as  the  case  may be) is issued upon the exercise of Rights
shall  for  all  purposes  be  deemed to have become the holder of record of the
Common  Stock  (or other securities, as the case may be) 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 aggregate
Purchase Price therefore (and any applicable transfer taxes) was made, PROVIDED,
HOWEVER, that if the date of such surrender and payment is a date upon which the
Common  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 Common 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  Common  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.  ADJUSTMENTS  TO  NUMBER  AND  KIND  OF SHARES, NUMBER OF RIGHTS OR
PURCHASE  PRICE.

      The  number  and  kind  of shares subject to purchase upon the exercise of
each  Right, the number of Rights outstanding and the Purchase Price are subject
to  adjustment  from  time  to  time  as  provided  in  this  Section  11.

      (a)  CHANGES  IN  COMPANY  CAPITALIZATION;  SUBSTITUTIONS.

            (i) In the event that the Company shall at any time after the Record
Date

                 (A)  declare  or  pay  any  dividend on Common Stock payable in
shares  of  Common  Stock,


                  (B)  subdivide or split the outstanding shares of Common Stock
into  a  greater  number  of  shares,


                  (C)  combine  or  consolidate the outstanding shares of Common
Stock  into  a  smaller  number  of  shares  or  effect  a  reverse split of the
outstanding  shares  of  Common  Stock  or

                  (D)  issue  any  shares  of  its  capital  stock  in  a
reclassification  of  the  Common  Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
or  surviving  corporation),except  as otherwise provided in this Section 11(a),
the  Purchase  Price  in effect immediately prior to 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 Common Stock or capital
stock, as the case may be, issuable upon exercise of a Right on such date, shall
be proportionately adjusted so that the holder of any Right exercised after such
time  shall  be  entitled to receive, upon payment of an amount equal to (x) the
Purchase  Price in effect immediately prior to the record date or effective date
of  such  dividend,  subdivision, combination or reclassification, multiplied by
(y)  the  number  of  shares of Common Stock, or shares of capital stock, as the
case may be, as to which a Right was exercisable immediately prior to such date,
the aggregate number and kind of shares of Common Stock or capital stock, as the
case  may  be, which, if such Right had been exercised immediately prior to such
date,  the  holder thereof would have owned upon such exercise and been entitled
to  receive,  or  would  be  deemed  to  have owned, by virtue of such dividend,
subdivision,  combination  or  reclassification.

            (ii)  Subject  to  Section  24  of  this Agreement, in the event any
Person  becomes  an  Acquiring  Person (the first occurrence of such event being
referred  to  hereinafter  as  the  "SECTION  11(A)(II)  EVENT"),  then

                  (A)  the  Purchase  Price shall be adjusted to be the Purchase
Price  in  effect immediately prior to the Section 11(a)(ii) Event multiplied by
the  number  of  shares  of  Common  Stock  for  which  a  Right was exercisable
immediately prior to such Section 11(a)(ii) 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, such number of
shares  of  Common  Stock  (the  "Adjustment  Shares") 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  Section  11(a)(ii)  Event;

PROVIDED,  HOWEVER,  that  the Purchase Price (as so adjusted) and the number of
Adjustment  Shares  so  receivable upon exercise of a Right shall, following the
Section  11(a)(ii)  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  Section  11(a)(ii)  Event
("INVALIDATION  TIME"),  any  Rights  that  are  beneficially  owned  by (x) any
Acquiring  Person  (or  Affiliate  or  Associate of any Acquiring Person), (y) a
transferee  of any Acquiring Person (or such Affiliate or Associate) who becomes
a  transferee  after  the  Section  11(a)(ii)  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 Section 11(a)(ii) Event pursuant to either (I)
a  transfer  from the Acquiring Person to holders of its equity securities or to
any  Person  with  whom  it  has  any  continuing  agreement,  arrangement  or
understanding regarding the transferred Rights or (II) a transfer that the Board
of Directors has determined is part of a plan, arrangement or understanding that
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 Section 11(a)(ii) Event, no Right
Certificate  shall  be  issued  pursuant  to  Section 3 or Section 6 hereof that
represents  Rights  that  are  or have become void pursuant to the provisions of
this  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 other capital stock or fraction thereof
such that the current per share market price of one share of other capital 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 the number of shares of
Common  Stock that are authorized by the Company's Articles of Incorporation but
not  outstanding  or reserved for issuance for purposes other than upon exercise
of  the Rights is not sufficient to permit the exercise in full of the Rights in
accordance  with  Section  11(a)(ii)  hereof  and  the  Rights  shall  become so
exercisable,  the Board of Director 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  of  (1)  the  value  of  the
                  Adjustment  Shares  issuable  upon  the  exercise  of
                  a  Right  (computed  using  the  Current  Market  Price
                  used  to  determine  the  number  of  Adjustment
                  Shares)  (the  "CURRENT  VALUE"),  over  (2)  the  then
                  current  Purchase  Price  times  the  number  of
                  shares  of  Common  Stock  for  which  a  Right  was
                  exercisable  immediately  prior  to  the  first
                  occurrence  of  a  Section  11(a)(ii)  Event  (such
                  excess,  the  "SPREAD")  and

                  (B)  with  respect  to  each  Right  (other  than
                  Rights  which  have  become  void  pursuant  to
                  Section  11(a)(ii)  hereof),  make  adequate
                  provision  to  substitute  for  any  or  all  such
                  Adjustment  Shares  (1)  cash,  (2)  shares  of  other
                  equity  securities  of  the  Company  (including,
                  without  limitation,  shares,  or  units  of  shares,
                  of  preferred  stock  which,  by  virtue  of  having
                  dividend,  voting  or  liquidation  rights
                  substantially  comparable  to  those  of  the  Common
                  Stock,  are  deemed  in  good  faith  by  the  Board  of
                  Directors  to  have  substantially  the  same  value
                  as  shares  of  Common  Stock  (such  shares  of  or
                  units  of  shares  of  preferred  stock  are  herein
                  called  "COMMON  STOCK  EQUIVALENTS")),  (3)  debt
                  securities  of  the  Company,  (4)  other  assets,
                  (5)  a  reduction  of  the  Purchase  Price,  or  (6)  any
                  combination  of  the  foregoing,  having  a  value
                  which,  when  added  to  the  value  of  the  shares  of
                  Common  Stock  actually  issued  upon  exercise  of
                  such  Right,  shall  have  an  aggregate  value  equal
                  to  the  Current  Value,  where  such  aggregate  value
                  has  been  determined  in  good  faith  by  the  Board
                  of  Directors  based  upon  the  advice  of  a
                  nationally  recognized  independent  investment
                  banking  firm  selected  in  good  faith  by  the
                  Board  of  Directors;

PROVIDED, HOWEVER, that if the Company shall not have made adequate provision to
deliver  value  pursuant  to  clause (B) above within 30 days following the date
(the  "SECTION  11(A)(II)  TRIGGER  DATE")  of the first occurrence of a Section
11(a)(ii)  Event,  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 the Purchase Price, shares of Common Stock (to the extent
available) and then, if necessary, cash, which shares and cash have an aggregate
value equal to the Spread. If, upon the occurrence of a Section 11(a)(ii) Event,
the  number  of  shares  of Common Stock authorized by the Company's Articles of
Incorporation  but  not  outstanding or reserved for issuance for purposes other
than upon exercise of the Rights is not sufficient to permit exercise in full of
the  Rights  in  accordance  with  Section 11(a)(ii) hereof, and if 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  Rights, then, if the Board of Directors so elects, the 30 day
period  set  forth  above  may be extended to the extent necessary, but not more
than 90 days after the Section 11(a)(ii) Trigger Date, in order that the Company
may  seek  shareholder  approval for the authorization of such additional shares
(such  30  day period, as it may be extended, is herein called the "SUBSTITUTION
PERIOD").  To  the  extent  that the Company determines that some action must be
taken  pursuant  to the first or second sentence of this Section 11(a)(iii), the
Company  (x)  shall  provide,  subject  to Section 11(a)(ii) hereof and the last
sentence  of  this Section 11(a)(iii), that such action shall apply uniformly to
all  outstanding  Rights  and  (y)  may suspend the exercisability of the Rights
until  the  expiration  of  the  Substitution  Period  in  order  to  seek  any
authorization  of  additional  shares  and/or  to decide the appropriate form of
distribution  to  be  made  pursuant to such first sentence and to determine the
value  thereof.  In  the event of any such suspension, the Company shall issue a
public  announcement  stating  that  the  exercisability  of the Rights has been
temporarily  suspended,  as  well  as  a public announcement at such time as the
suspension  is no longer in effect. For purposes of this Section 11(a)(iii), the
value  of  the  Common  Stock shall be the Current Market Price per share of the
Common Stock on the Section 11(a)(ii) Trigger Date and the per share or per unit
value  of any Common Stock Equivalent shall be deemed to be equal to the Current
Market  Price per share of the Common Stock on such date. The Board of Directors
may, but shall not be required to, establish procedures to allocate the right to
receive  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 Common Stock entitling them to
subscribe  for  or purchase (for a period expiring within 45 calendar days after
such  record  date)  shares  of  Common  Stock,  shares  having the same rights,
privileges  and  preferences  as  Common  Stock  ("EQUIVALENT  COMMON Stock") or
securities  convertible  into Common Stock or Equivalent Common Stock at a price
per  share  of  Common  Stock or Equivalent Common Stock (or having a conversion
price  per  share,  if  a  security  convertible into Common Stock or Equivalent
Common  Stock)  less  than the Current Market Price per share of Common Stock on
such  record  date,  the  Purchase  Price to be in effect after such record date
shall  be  determined  by  multiplying  the Purchase Price in effect immediately
prior  to  such  record  date by a fraction, the numerator of which shall be the
number  of  shares  of  Common  Stock  outstanding on such record date, plus the
number of shares of Common Stock which the aggregate offering price of the total
number  of shares of Common Stock and Equivalent Common Stock (and the aggregate
initial  conversion  price  of  the  convertible  securities  so  to be offered,
including  the  price required to be paid to purchase such convertible security)
would  purchase at such Current Market Price, and the denominator of which shall
be  the  number  of shares of Common Stock outstanding on such record date, plus
the number of additional shares of Common Stock or Equivalent Common Stock to be
offered  for  subscription or purchase (or into which the convertible securities
so to be offered are initially convertible). In case such subscription price may
be paid by delivery of consideration part or all of which may be in a form other
than  cash,  the  value  of such noncash consideration shall be as determined in
good  faith by the Board of Directors, whose determination shall be described in
a statement filed with the Rights Agent. Shares of Common Stock owned by or held
for  the  account of the Company shall not be deemed outstanding for the purpose
of  any  such  computation.  Such adjustment shall be made successively whenever
such  a  record  date  is  fixed,  and  in  the event that such rights, options,
warrants  or  convertible securities are not so issued, the Purchase Price shall
be adjusted to be the Purchase Price that would then be in effect if such record
date  had  not  been  fixed.

      (c)  In case the Company shall fix a record date for a distribution to all
holders of Common Stock (including any such distribution made in connection with
a  consolidation  or  merger in which the Company is the continuing or surviving
corporation)  of evidences of indebtedness, cash (other than a regular quarterly
cash  dividend  out of the earnings or retained earnings of the Company), assets
(other  than  a  dividend  payable  in  Common Stock, but including any dividend
payable  in  stock  other  than Common Stock) or subscription rights or warrants
(excluding  those referred to in Section 11(b) hereof), the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase
Price  in  effect  immediately  prior  to  such  record  date by a fraction, the
numerator  of  which shall be the Current Market Price per share of Common Stock
on  such record date, less the fair market value (as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in
a  statement  filed  with  the Rights Agent) of the portion of the cash, assets,
subscription  rights  or  warrants applicable to a share of Common Stock and the
denominator  of  which  shall  be  such Current Market Price per share of Common
Stock.  Such  adjustments shall be made successively whenever such a record date
is  fixed,  and in the event that such distribution is not so made, the Purchase
Price  shall  be adjusted to be the Purchase Price which would then be in effect
if  such  record  date  had  not  been  fixed.

      (d) CURRENT MARKET PRICE. (i) For the purpose of any computation hereunder
(including  computations pursuant to Section 14 hereof), other than computations
made pursuant to Section 11(a)(iii) hereof, the "CURRENT MARKET PRICE" per share
of  Common  Stock  on  any  date  shall be deemed to be the average of the daily
closing  prices  per  share  of  such  stock for the 30 consecutive Trading Days
immediately prior to such date, and for purpose of computations made pursuant to
Section  11(a)(iii) hereof, the "CURRENT MARKET PRICE" per share of Common Stock
on  any  date  shall be deemed to be the average of the daily closing prices per
share  of  such  stock for the 10 consecutive Trading Days immediately following
such  date;  PROVIDED,  however,  that in the event the Current Market Price per
share  of  Common Stock is determined during a period following the announcement
by  the  issuer  of such stock of (i) any dividend or distribution on such stock
(other  than  a  regular  quarterly  cash  dividend)  or  (ii)  any subdivision,
combination or reclassification of the stock, and prior to the expiration of the
requisite  30  Trading  Day  or  10  Trading Day period, as set forth above, the
ex-dividend  date  for  such  dividend or distribution, or the effective date of
such  subdivision,  combination  or  reclassification, occurs, then, and in each
such  case,  the  Current  Market  Price shall be properly adjusted to take into
account  ex-dividend  trading.  The closing price for each day shall be the last
sale price, or, in case no such sale takes place on such day, the average of the
closing  bid  and  asked  prices,  in  either  case as reported in the principal
consolidated  transaction  reporting system with respect to securities listed on
the  principal  national securities exchange on which the shares of Common Stock
are  listed  or  admitted  to  trading or, if the shares of Common Stock are not
listed  or  admitted  to  trading  on any national securities exchange, the last
quoted  sale  price  or,  if  not so quoted, the average of the high bid and low
asked  prices  in the over-the-counter market, as reported by the Nasdaq or such
other system as may then be in use, or, if on any such date the prices of shares
of  Common  Stock  are not reported by any such organization, the average of the
closing  bid and asked prices as furnished by a professional market maker making
a  market  in such stock selected by the Board of Directors. If on any such date
no  market  maker is making a market in the Common Stock, the fair value of such
shares  on such date as determined in good faith by the Board of Directors shall
be used. The term "TRADING DAY" shall mean a day on which the principal national
securities  exchange  on which the shares of Common Stock are listed or admitted
to  trading  is open for the transaction of business or, if the shares of Common
Stock are not listed or admitted to trading on any national securities exchange,
a  Business  Day.  If  the Common Stock is not publicly held or not so listed or
traded,  "CURRENT MARKET PRICE" per share shall mean the fair value per share as
determined in good faith by the Board of Directors, whose determination shall be
described  in  a  statement  filed  with  the  Rights  Agent.

       (e) Anything herein to the contrary notwithstanding, no adjustment in the
Purchase  Price  shall  be  required  unless  such  adjustment  would require an
increase  or  decrease  of at least 1% in the Purchase Price; PROVIDED, HOWEVER,
that  any  adjustments which by reason of this Section 11(e) are not required to
be  made  shall  be  carried  forward  and  taken into account in any subsequent
adjustment.  All calculations under this Section 11 shall be made to the nearest
cent  or  to  the  nearest  one-thousandth  of  a  share,  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  after  the  date of the transaction that mandates such adjustment or (ii)
one  month  prior  to  the  Expiration  Date.

      (f)  If  as  a  result  of an adjustment made pursuant to Section 11(a) or
Section  13(a) hereof, the holder of any Right thereafter exercised shall become
entitled  to  receive  any  shares  of  capital  stock  other than Common Stock,
thereafter  the  number  of such other shares so receivable upon exercise of any
Right and the Purchase Price thereof shall be subject to adjustment from time to
time  in  a  manner  and  on  terms  as  nearly equivalent as practicable to the
applicable  provisions  with  respect to the shares of Common Stock contained in
Sections 7, 9, 10, 11, 13 and 14 hereof, and such provisions 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 shares of Common Stock
purchasable from time to time hereunder upon exercise of the Rights, all subject
to  further  adjustments  as  provided  herein.

      (h)  Unless  the  Company shall have exercised its election as provided in
Section  11(i) hereof, upon each adjustment of the Purchase Price as a result of
the  calculations  made  in Section 11(b) and (c) hereof, 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 shares of
Common  Stock  obtained by (i) multiplying (x) the number of shares covered by 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,  to  adjust  the  number  of  Rights  in  substitution  for any
adjustment in the number of shares of Common Stock purchasable upon the exercise
of a Right. Each of the Rights outstanding after the adjustment in the number of
Rights shall be exercisable for the number of shares of Common Stock for which a
Right  was  exercisable immediately prior to such adjustment. Each Right held of
record prior to such adjustment in the number of Rights shall become that number
of  Rights  (calculated  to  whole number and eliminating any fractions thereof)
obtained  by  dividing  the  Purchase  Price  in  effect  immediately  prior  to
adjustment  of  the  Purchase  Price by the Purchase Price in effect immediately
after  adjustment  of  the  Purchase  Price.  The  Company  shall  make a public
announcement  of  its  election  to  adjust the number of Rights, indicating the
record  date  for  the  adjustment, and, if known at the time, the amount of the
adjustment  to  be  made. This record date may be the date on which the Purchase
Price  is  adjusted  or  any day thereafter, but, if the Right Certificates have
been  issued,  shall  be  at  least  10  days  later than the date of the public
announcement.  If  Right  Certificates have been issued, upon each adjustment of
the  number  of  Rights  pursuant  to  this Section 11(i), the Company shall, 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 may bear, at the option
of  the  Company,  the  adjusted  Purchase Price) and shall be registered in the
names  of  the  holders  of  record  of  Right  Certificates  on the record date
specified  in  the  public  announcement.

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

      (k)  Before  taking any action that would cause an adjustment reducing the
Purchase Price below the then par value, if any, of the fraction of Common 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  Common  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 the
issuance  to the holder of any Right exercised after such record date the shares
of  Common  Stock and cash, other capital stock or securities of the Company, if
any,  issuable  upon such exercise over and above the shares of Common Stock and
cash,  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 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  of Common Stock and cash, other capital stock or securities,
if  any,  upon  the  occurrence  of  the  event  requiring  such  adjustment.

      (m)  Anything  in  this  Section  11  to the contrary notwithstanding, the
Company  shall  be  entitled  to  make such reductions in the Purchase Price, in
addition  to  those adjustments expressly required by this Section 11, as and to
the  extent  in their good faith judgment the Board of Directors shall determine
to  be  advisable  in  order  that  any

            (i)  consolidation  or  subdivision  of  the  Common  Stock,

            (ii)  issuance  for  cash  of  any  shares  of  Common  Stock,

            (iii)  issuance  for  cash  of  securities  that  by their terms are
convertible  into  or  exchangeable  for  shares  of  Common  Stock,

            (iv)  stock  dividends  or

            (v)  issuance  of  rights,  options  or warrants referred to in this
Section  11,  hereafter  made by the Company, shall not be taxable to holders of
its  Common  Stock.

      (n)  The  Company  covenants  and  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.

      (o)  Anything  in  this  Agreement to the contrary notwithstanding, in the
event  that the Company shall at any time after the Record Date and prior to the
Distribution  Date:

            (i)  declare  a  dividend  on the outstanding shares of Common Stock
payable  in  shares  of  Common  Stock,

            (ii)  subdivide  the  outstanding  shares  of  Common  Stock,

            (iii)  combine the outstanding shares of Common Stock into a smaller
number  of  shares,  or

            (iv)  issue any shares of its capital stock in a reclassification of
the outstanding Common Stock, the number of Rights associated with each share of
Common  Stock  then  outstanding,  or  issued  or delivered thereafter, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each  share  of  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.

SECTION  12.  CERTIFICATE  OF  ADJUSTMENTS.

      Whenever  an  adjustment is made as provided in Sections 11 and 13 hereof,
the  Company  shall

      (a)  promptly  prepare  a  certificate setting forth such adjustment and a
brief  statement  of  the  facts  giving  rise  to  such  adjustment,

      (b)  promptly  file with the Rights Agent and with each transfer agent for
the  Common  Stock  a  copy  of  such  certificate  and

      (c)  mail a brief summary thereof to each record holder of a Right (or, if
prior  to  the  Distribution Date, to each holder of Common Stock) in accordance
with  Section  26  hereof.

      Notwithstanding the foregoing sentence, the failure of the Company to give
such  notice  shall  not affect the validity of or the force or effect of or the
requirement  for  such  adjustment. The Rights Agent shall be fully protected in
relying upon any certificate prepared by the Company pursuant to this Section 12
hereof  and  on  any  adjustment therein described and shall not be obligated or
responsible  for  calculating  any  adjustment  nor  shall  it be deemed to have
knowledge  of any such adjustment unless and until it shall have received such a
certificate.

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

      (a)  In  the  event  that,  directly  or indirectly, at any time after the
Section  11(a)(ii)  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 earnings 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 hereof), in
accordance  with  the  terms  of  this Agreement and in lieu of shares of Common
Stock  of the Company, such number of validly authorized and issued, fully paid,
nonassessable  and freely tradable shares of Common Stock of the Principal Party
(as  such  term is hereinafter defined), not subject to any liens, encumbrances,
rights  of  first  refusal  or  other  adverse claims, as shall equal the result
obtained  by  dividing the Purchase Price (as theretofore adjusted in accordance
with  Section  11  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 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 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 clause (i) or (ii)
of  the  first  sentence  of  Section  13(a)  hereof:

                  (A) the Person that is the issuer of the securities into which
shares  of  Common  Stock  of  the  Company  are  converted  in  such  merger or
consolidation, or, if there is more than one such issuer, the  issuer the Common
Stock of which has 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  the  merger,  or,  if  there  is  more  than  one  such
Person,  the  Person the Common Stock of which has the greatest aggregate market
value  of  shares  outstanding,  or

                  (y)  if  the Person that is the other party to the merger does
not  survive  the merger, the Person that does survive the merger (including the
Company  if  it  survives),  or

                  (z)  the  Person  resulting  from  the  consolidation;  and
            (ii) in the case of any transaction described in clause (iii) of the
first  sentence  of Section 13(a) hereof, the Person that is the party receiving
the greatest portion of the assets or earning power transferred pursuant to such
transaction  or  transactions,  or,  if  each  Person  that  is  a party to such
transaction  or  transactions receives the same portion of the assets or earning
power  so  transferred  or  if  the Person receiving the greatest portion of the
assets  or  earning  power cannot be determined, whichever of such Persons as 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),

                  (A)  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,  and  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

                  (B) if such Person is a Subsidiary, directly or indirectly, of
more  than  one  Person,  the Common Stocks of all of which are and have been so
registered,  the term "PRINCIPAL PARTY" shall refer to whichever of such Persons
is  the issuer of the Common Stock having the greatest aggregate market value of
shares  outstanding,  or

                  (C)  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 (A) and (B) above
shall  apply  to  each of the owners having an interest in the venture as if the
Person  owned by the joint venture was a Subsidiary of both or all of such joint
venturers,  and the Principal Party in each such case shall bear the obligations
set  forth  in  this Section 13 in the same ratio as its interest in such Person
bears  to  the  total  of  such  interests.

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

            (i)  prepare  and file a registration statement under the Securities
Act,  if  necessary, with respect to the Rights and the offering and sale of 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 on a national securities exchange, to list (or continue
the  listing  of) the Rights and the securities purchasable upon exercise of the
Rights  on  such  securities  exchange and, if the Common Stock of the Principal
Party shall not be listed on a national securities exchange, to cause the Rights
and  the  securities  purchasable  upon exercise of the Rights to be reported by
Nasdaq  or  such  other  system  as  may  then  be  in  use;

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

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

      In  the  event  that  any  of  the transactions described in Section 13(a)
hereof  shall  occur,  the  Rights  which  have  not  theretofore been exercised
pursuant  to  either  Section  7 or Section 11(a)(ii) hereof shall thereafter be
exercisable  only  in  the  manner  described  in  Section  13(a)  hereof.

      (d)  Furthermore,  in  case the Principal Party that is to be a party to a
transaction  referred  to  in  this  Section  13  has  provision  in  any of its
authorized  securities  or  in  its  Certificate or Articles of Incorporation or
Bylaws  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 of such Principal Party at less than the then Current Market Price
per  share  (determined  pursuant  to  Section  11(d)  hereof)  or  securities
exercisable  for,  or  convertible into, Common Stock of such Principal Party at
less  than  such  then  Current  Market  Price,  or

            (ii) providing for any special payment, tax or similar provisions 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  occurrence  of a Section 11(a)(ii) Event, enter into any transaction of the
type  contemplated  by  clauses  (i)  through  (iii) of Section 13(a) hereof if:

                  (x)  at  the  time  of  or  immediately  after  such
                  consolidation,  merger,  sale  or  other
                  transaction  there  are  any  rights,  warrants
                  or  other  instruments  or  securities
                  outstanding  or  agreements  in  effect  that
                  would  substantially  diminish  or  otherwise
                  eliminate  the  benefits  intended  to  be
                  afforded  by  the  Rights;  or

                  (y)  prior  to,  simultaneously  with  or
                  immediately  after  such  consolidation,  merger,
                  sale  or  other  transaction,  the  shareholders
                  of  the  Person  who  constitutes,  or  would
                  constitute,  the  "Principal  Party"  for
                  purposes  of  Section  13(a)  hereof  shall  have
                  received  a  distribution  of  Rights  previously
                  owned  by  such  Person  or  any  of  its  Affiliates
                  or  Associates;  or

                  (z)  the  form  or  nature  of  organization  of  the
                  Principal  Party  would  preclude  or  limit  the
                  exercisability  of  the  Rights.

SECTION  14.  FRACTIONAL  RIGHTS  AND  FRACTIONAL  SHARES.

      (a)  The  Company shall not be required to issue fractions of Rights or to
distribute  Right  Certificates which evidence fractional Rights. If the Company
shall  not  issue  fractions of Rights, in lieu of such fractional Rights, there
shall  be paid to the holders of record 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 then current market value of a whole Right. For the
purposes  of  this Section 14(a), the then current market value of a Right shall
be  the closing price of the Rights for the Trading Day immediately prior to the
date on which fractional Rights would have been issuable, determined in the same
manner  as  the  closing  price  of  a share of Common Stock shall be determined
pursuant  to  Section  11(d)  hereof.

       (b) Following the occurrence of a Triggering Event, the Company shall not
be  required  to  issue fractions of shares of Common Stock upon exercise of the
Rights  or  to distribute certificates that evidence fractional shares of Common
Stock.  In lieu of fractional shares of Common Stock, the Company may pay to the
registered  holders  of Right Certificates at the time such Rights are exercised
as  herein  provided an amount in cash equal to the same fraction of the current
market  value  of one share of Common Stock. For purposes of this Section 14(c),
the current market value of one share of Common Stock shall be the closing price
of one share of Common Stock (as determined pursuant to Section 11(d)(i) hereof)
for  the  Trading  Day  immediately  prior  to  the  date  of  such  exercise.

      (c)  The  holder  of a Right by the acceptance of a Right expressly waives
his  right  to  receive  any  fractional Right or any fractional share of Common
Stock  or  other  securities  of the Company upon exercise of a Right, except as
provided  by  this  Section  14.

SECTION  15.  RIGHTS  OF  ACTION.

      All  rights  of  action  in  respect  of  this Agreement are vested in the
respective  holders  of  record  of  the  Right  Certificates (and, prior to the
Distribution Date, the holders of record of the Common Stock); and any holder of
record  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),  may,  in his own behalf for his own benefit, enforce, and may institute
and  maintain  any  suit,  action or proceeding against the Company or any other
Person  to  enforce,  or  otherwise act in respect of, his right to exercise the
Rights  evidenced by such Right Certificate in the manner provided in such Right
Certificate  and  in  this  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,  accordingly,  that  they  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 not be evidenced by a
Right  Certificate and will be transferable only in connection with the transfer
of  Common  Stock;

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

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

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

SECTION  17.  RIGHT  CERTIFICATE  HOLDER  NOT  DEEMED  A  SHAREHOLDER.

      No  holder  of  a  Right,  as  such,  shall  be  entitled to vote, receive
dividends  in respect of or be deemed for any purpose to be the holder of Common
Stock  or  any  other securities of the Company that may at any time be issuable
upon  the  exercise of the Rights, 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 shareholder of the Company or any
right  to  vote  for  the  election of directors or upon any matter submitted to
shareholders  at  any  meeting  thereof,  or  to give or withhold consent to any
corporate  action,  or  to receive notice of meetings or other actions affecting
shareholders,  or  to receive dividends or subscription rights in respect of any
such  stock  or securities, or otherwise, until the Right or Rights evidenced by
such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions  hereof.

SECTION  18.  CONCERNING  THE  RIGHTS  AGENT.

      (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, its directors, officers, employees and agents for,
and  to  hold  each  of  them  harmless  against, any loss, liability or expense
incurred  without  gross negligence, bad faith or willful misconduct on the part
of  the Rights Agent for anything done or omitted to be done by the Rights Agent
or  such  other  indemnified  party  in  connection  with  the  acceptance  and
administration of this Agreement or the performance of the Rights Agent's duties
hereunder,  including  the  cost  and expenses of defending against any claim of
liability  in  the  premises.

      (b)  The  Rights Agent shall be protected and shall incur no liability for
or  in respect of any action taken, suffered or omitted by it in connection with
its  administration  of  this Agreement or the performance of the Rights Agent's
duties hereunder, in reliance upon any Right Certificate, certificate for Common
Stock  or 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,  guaranteed, verified or
acknowledged,  by  the  proper  Person  or  Persons.

      (c) The indemnity provided in this Section 18 shall survive the expiration
of  the  Rights,  the  resignation  or  removal  of  the  Rights  Agent  and the
termination  of  this  Agreement.

SECTION  19.  MERGER,  CONSOLIDATION  OR  CHANGE  OF  NAME  OF  RIGHTS  AGENT.

      (a)  Any  corporation  into which the Rights Agent or any successor Rights
Agent  may  be  merged  or with which it may be consolidated, or any corporation
resulting  from  any  merger  or  consolidation to which the Rights Agent or any
successor  Rights  Agent  shall be a party, or any corporation succeeding to the
corporate  trust or stock transfer business of the Rights Agent or any successor
Rights  Agent,  shall  be the successor to the Rights Agent under this Agreement
without  the  execution or filing of any paper or any further act on the part of
any  of the parties hereto; provided 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 Rights
Certificates  so  countersigned,  and  in  case  at  that  time any of the Right
Certificates shall not have been countersigned, any successor 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  such 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 advice or opinion of such counsel shall be
full  and  complete  authorization  and protection to the Rights Agent as to any
action  taken  or omitted to be taken by it in good faith and in accordance with
such  advice  or  opinion.

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

      (c)  The  Rights  Agent  shall  be liable hereunder only for its own gross
negligence,  bad  faith  or  willful  misconduct.

      (d)  The  Rights  Agent shall not be liable for or by reason of any of the
statements  of  fact  or  recitals  contained  in this 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 (i) be responsible for (A) the validity of
this  Agreement  or  the execution and delivery hereof (except the due execution
hereof  by  the  Rights  Agent)  or  the  validity  or  execution  of  any Right
Certificate (except its countersignature thereof), (B) any breach by the Company
of  any  covenant  or  condition  contained  in  this  Agreement or in any Right
Certificate,  (C)  any adjustment required under the provisions of Section 11 or
13  hereof  or  (D)  the  manner, method or amount of any such adjustment or the
ascertaining  of  the  existence of facts that would require any such adjustment
(except  with  respect to the exercise of Rights evidenced by Right Certificates
after  actual  notice  of  any  such adjustment) or (ii) by any act hereunder be
deemed  to  make  any  representation  or  warranty  as  to the authorization or
reservation  of  any  shares  of  Common  Stock  to  be  issued pursuant to this
Agreement  or  any Right Certificate or as to whether any shares of Common Stock
will,  when  issued,  be  validly  authorized  and  issued,  fully  paid  and
nonassessable.

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

      (g)  The  Rights  Agent  is  hereby  authorized  and  directed  to  accept
instructions  with  respect  to the performance of its duties hereunder from the
Chairman  of  the  Board,  the  President, the Chief Executive Officer, any Vice
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 to be taken by it in good faith in accordance
with instructions of any such officer, or for any delay in acting while awaiting
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 or after which such action shall be taken or such omission shall
be  effective.  The Rights Agent shall not be liable for any action taken by, or
omission of, the Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which date shall
not  be  less  than five Business Days after the date any officer of the Company
actually receives such application, unless any such officer shall have consented
in  writing  to an earlier date) unless, prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have received
written instructions in response to such application specifying the action to be
taken  or  omitted.

      (h) The Rights Agent and any shareholder, 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 the 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  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 that the Rights Agent was not grossly negligent
in  the  selection  thereof.

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

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

      (l)  The  Rights  Agent undertakes only the express duties and obligations
imposed  on  it  by this Agreement and no implied duties or obligations shall be
read  into  this  Agreement  against  the  Rights  Agent.

      (m)  Anything  in this Agreement to the contrary withstanding, in no event
shall  the Rights Agent be liable for special, indirect or consequential loss or
damage  of  any  kind  whatsoever  (including  but not limited to lost profits).

SECTION  21.  CHANGE  OF  RIGHTS  AGENT.

      (a)  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 by
registered  or  certified  mail, and to the holders of the Right Certificates by
first-class  mail.  The  Company  may  remove  the Rights Agent or any successor
Rights  Agent (with or without cause) 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 by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign  or be removed or shall otherwise become incapable of acting, the Company
shall  appoint  a  successor  to the Rights Agent. Notwithstanding the foregoing
provisions of this Section 21, in no event shall the resignation or removal of a
Rights  Agent  be  effective  until  a  successor  Rights  Agent shall have been
appointed  and have accepted such appointment. If the Company shall fail to make
such  appointment  within a period of 30 days after 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 incumbent Rights Agent or the holder of record of any Right Certificate
may  apply  to  any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such  a  court,  shall  be

            (i) a corporation organized and doing business under the laws of the
United  States or any State thereof, 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  $10,000,000  or

            (ii)  an  Affiliate  controlled by a corporation described in clause
(i)  of  this  sentence.

      (b) After appointment, the successor Rights Agent shall be vested with the
same  powers,  rights,  duties and responsibilities as if it had been originally
named  as  Rights  Agent without further act or deed, but the predecessor Rights
Agent  shall  deliver and transfer to the successor Rights Agent any property at
the  time  held  by it hereunder, and execute and deliver any further assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date  of  any  such appointment the Company shall file notice thereof in writing
with  the  predecessor Rights Agent and each transfer agent of the Common Stock,
and  mail  a  notice  thereof  in writing to the registered holders of the Right
Certificates.  The failure to give any notice required by this Section 21 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 to the contrary,
the  Company  may, at its option, issue new Right Certificates evidencing Rights
in  such  form  as  may  be  approved  by  the Board of Directors to reflect any
adjustment  or  change  in the Purchase Price and the number or kind or class of
shares  of  stock  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 shares of Common Stock
following  the  Distribution  Date  and  prior  to  a  Triggering  Event  or the
redemption  or expiration of the Rights, the Company may, with respect to shares
of  Common  Stock  so  issued or sold pursuant to the exercise of employee stock
options  or  under  any  employee  plan  or  arrangement,  or upon the exercise,
conversion  or exchange of securities hereafter issued by the Company, or in any
other  case, if deemed necessary or appropriate by the Board of Directors, issue
Right  Certificates  representing the appropriate number of Rights in connection
with  such  issuance  or  sale;  provided  that

            (i)  no such Right Certificate shall be issued if, and to the extent
that,  the Company shall be advised by counsel that such issuance would create a
significant  risk  of  material  adverse  tax consequences to the Company or the
Person  to  whom  such  Right  Certificate  would  be  issued,  and

            (ii) no such Right Certificate shall be issued if, and to the extent
that,  appropriate  adjustment  shall  otherwise  have  been made in lieu of the
issuance  thereof.

SECTION  23.  REDEMPTION.

      (a)  The  Board  of Directors may, at its option, at any time prior to the
earlier  of

            (i)  the  first  occurrence  of  a  Section  11(a)(ii)  Event,  and

            (ii)  the  Close  of  Business  on  the  Expiration  Date,

cause  the  Company  to redeem all but not less than all of the then outstanding
Rights  at  a  redemption  price  of  $0.001  per  Right,  as such amount may be
appropriately  adjusted  to  reflect  any stock split, stock dividend or similar
transaction  occurring  after  the  date  hereof  (such  redemption  price being
hereinafter  referred  to  as  the  "REDEMPTION  PRICE").

      (b) Immediately upon the effective time of the redemption of the Rights as
specified by the action of the Board of Directors ordering the redemption of the
Rights,  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, without any interest
thereon.  Promptly  after  the effective time of the redemption of the Rights as
specified by the action of the Board of Directors ordering the redemption of the
Rights,  the  Company shall give notice of such redemption to the holders of the
then outstanding Rights by mailing such notice to all such holders 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 of the
Common  Stock. Any notice which is mailed in the manner provided herein shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption  will state the effective time of the redemption, the method by which
the  payment of the Redemption Price will be made and the time for such payment.
The  failure  to  give  any  notice required by this Section 23(b) or any defect
therein  shall  not  affect  the legality or validity of the action taken by the
Company.

SECTION  24.  EXCHANGE.

      (a) The Board of Directors may, at its option, at any time after the first
occurrence  of  a  Section  11(a)(ii)  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 shares
of  Common  Stock  at  an  exchange ratio of one share of Common Stock per Right
(such  exchange  ratio  being  hereinafter referred to as the "EXCHANGE RATIO").
Notwithstanding  the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than an Exempt Person),
together  with  all  Affiliates  and  Associates  of  such  Person,  becomes the
Beneficial  Owner  of  50%  or  more  of  the  Common  Stock  then  outstanding.

      (b)  Immediately  upon the effective time of the exchange of the Rights as
specified  by  the action of the Board of Directors ordering the exchange of any
Rights  pursuant  to  Section  24(a)  hereof  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 notice of any
such  exchange; provided that the failure to give, or any defect in, such notice
shall  not affect the validity of such exchange. The Company promptly shall mail
a notice of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
that  is  mailed in the manner herein provided shall be deemed given, whether or
not  the holder receives the notice. Each such notice of exchange will state the
method  by  which  the  exchange  of  shares  of Common Stock for Rights will be
effected  and,  in  the event of any partial exchange, the number of Rights that
will  be exchanged. Any partial exchange shall be effected pro rata based on the
number  of  Rights  (other  than  Rights  which have become void pursuant to the
provisions  of  Section  11(a)(ii)  hereof)  held  by  each  holder  of  Rights.

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

      (d)  In  any  exchange pursuant to Section 24(a) hereof, the Company shall
not  be  required  to issue fractions of shares of Common Stock or to distribute
certificates  that  evidence  fractional shares of Common Stock. 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. For the
purposes  of  this  Section  24(d), the current market value of a whole share of
Common  Stock  shall  be the Current Market Price of a share of Common Stock (as
determined  pursuant  to the second sentence of Section 11(d)(i) hereof) for the
Trading  Day immediately prior to the date of exchange pursuant to Section 24(a)
hereof.

SECTION  25.  NOTICE  OF  PROPOSED  ACTIONS.

      (a)   In case the Company,  after the earlier of the Distribution  Date or
the  Stock  Acquisition  Date,  shall  propose  to

            (i)  effect  any of the transactions referred to in Section 11(a)(i)
hereof  or  to pay any dividend to the holders of record of Common Stock payable
in stock of any class or to make any other distribution to the holders of record
of  Common  Stock  (other  than  a  regular  quarterly  cash  dividend),  or

            (ii)  offer  to  the  holders  of  record  of  Common Stock options,
warrants, or other rights to subscribe for or to purchase shares of Common Stock
(including  any  security  convertible into or exchangeable for Common Stock) or
shares  of  stock  of  any  class  or  any  other securities, options, warrants,
convertible  or  exchangeable  securities  or  other  rights,  or

            (iii)  effect  any  reclassification  of  the  Common  Stock  or any
recapitalization  or  reorganization  of  the  Company,  or

            (iv)  to  effect  the  liquidation, dissolution or winding up of the
Company,

then,  in  each  such case, the Company shall give to each holder of record of a
Right Certificate, in accordance with Section 26 hereof, notice of such proposed
action, which shall specify the record date for the purposes of such transaction
referred  to  in Section 11(a)(i), or such dividend or distribution, or the date
on  which  such reclassification, recapitalization, reorganization, liquidation,
dissolution  or  winding up is to take place and the record date for determining
participation therein by the holders of record of Common Stock, if any such date
is  to  be  fixed,  and  such notice shall be so given in the case of any action
covered  by  clause  (i) or (ii) above at least 10 days prior to the record date
for  determining  holders of record of common Stock for purposes of such action,
and  in the case of any such other action, at least 10 days prior to the date of
the  taking  of such proposed action or the date of participation therein by the
holders  of  record of Common Stock, whichever shall be the earlier. The failure
to  give  any notice required by this Section 25 or any defect therein shall not
affect  the  legality or validity of the action taken by the Company or the vote
upon  any  such  action.

      (b)  If  a Section 11(a)(ii) Event shall occur, then the Company shall, as
soon  as  practicable  thereafter,  give to each holder of Rights, 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 the holders of
Rights  under  Section  11(a)(ii)  hereof.

      (c)  In  case any of the transactions referred to in Section 13 hereof are
proposed,  then,  in  any  such  case,  the Company shall give to each holder of
Rights,  in  accordance  with  Section 26 hereof, notice of the proposal of such
transaction  at  least  10  days  prior  to consummating such transaction, which
notice  shall  specify  the  proposed event and the consequences of the event to
holders  of  Rights.

SECTION  26.  NOTICES.

      Notices or demands authorized by this Agreement to be given or made by the
Rights  Agent or by the holder of record of any Right Certificate or Right to or
on  behalf  of  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:

                 CompuMed,  Inc.
                 5777  West  Century  Blvd.,  Suite  1285
                 Los  Angeles,  CA  90045

      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  record  of any Right Certificate or Right 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:

                 U.S.  Stock  Transfer  Corporation
                 1745  Gardena  Avenue
                 Glendale,  CA  91204-2991

      Notices or demands authorized by this Agreement to be given or made by the
Company  or the Rights Agent to the holder of record of any Right Certificate or
Right  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 it appears
upon  the registry books of the Rights Agent or, prior to the Distribution Date,
on  the  registry  books  of  the  transfer  agent  of  the  Common  Stock.

SECTION  27.  SUPPLEMENTS  AND  AMENDMENTS.

      For  as  long  as the Rights are redeemable, and except as provided in the
last  sentence  of  this  Section  27, 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 or the Common Stock. At any time when the Rights are not
redeemable,  and except as provided in the last 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 Right certificates
in  order  to:

      (a)  cure  any  ambiguity;

      (b)  correct  or  supplement  any  provision  contained herein that may be
defective  or  inconsistent  with  any  other  provisions  herein;  or

      (c)  change  or supplement the provisions hereunder in any manner that the
Company  may  deem  necessary  or  desirable;

provided  that  no  such  supplement  or  amendment  shall  adversely affect the
interests  of  the holders of Right Certificates as such; and provided that this
Agreement  may  not  be  so  supplemented  or  amended  to:

            (i)  lengthen  a  time  period  relating  to  when the Rights may be
redeemed  or  this  Agreement amended at the sole and absolute discretion of the
Company  at  such  time  as  the  Rights  are  not  redeemable;  or

            (ii)  lengthen  or  shorten  any  other  time  period  unless  such
lengthening  or  shortening  of  such  other  time  period is for the purpose of
protecting,  enhancing  or  clarifying  the  rights  of, or the benefits to, the
holders  of  Rights  as such (other than any Acquiring Person or an Affiliate or
Associate  of  such  an  Acquiring  Person).

      Upon  the  delivery  of  a certificate from an officer of the Company that
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.
Notwithstanding  anything  contained  in  this  Agreement  to  the  contrary, no
supplement  or  amendment shall be made that changes the Redemption Price or the
number  of  one  one-thousandth  of a share of Common Stock for which a Right is
exercisable; and no supplement or amendment that changes the rights or duties of
the  Rights Agent under this Agreement shall be effective without the consent of
the  Rights  Agent.

SECTION  28.  SUCCESSORS.

      All  of  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.

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

SECTION  30.  CHOICE  OF  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.

SECTION  31.  COUNTERPARTS.

      This Agreement may be executed in any number of counterparts, 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  32.  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.

SECTION  33.  SEVERABILITY.

      If  any  provision  of  this  Agreement  is held to be illegal, invalid or
unenforceable  under  present  or  future laws effective during the term hereof,
such  provision  shall  be fully severable and this Agreement shall be construed
and  enforced  as  if  such  illegal,  invalid  or unenforceable provision never
comprised  a  part  hereof;  and the remaining provisions hereof shall remain in
full  force  and  effect  and  shall  not be affected by the illegal, invalid or
unenforceable  provision  or  by its severance herefrom. Furthermore, in lieu of
such  illegal,  invalid  or  unenforceable  provision,  there  shall  be  added
automatically  as  part of this Agreement a provision as similar in its terms to
such  illegal,  invalid  or  unenforceable  provision  as may be possible and be
legal,  valid  and  enforceable.

SECTION  34.  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.

                            [SIGNATURE  PAGE  FOLLOWS]

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

     CompuMed,  Inc.

     By:     /s/  John  G.  McLaughlin
             ---------------------------------

     Name:   John  G.  McLaughlin
             ---------------------------------

     Title:  President  and  CEO
             ---------------------------------




     U.S.  Stock  Transfer  Corporation

     By:     /s/  Neil  T.  Rosso
             ---------------------------------

     Name:   Neil  T.  Rosso
             ---------------------------------

     Title:  Assistant  Vice  President
             ---------------------------------

     EXHIBIT  A
     ----------

     [Form  of  Right  Certificate]

Certificate  No.  _______     ________  Rights

NOT EXERCISABLE AFTER OCTOBER 28, 2009 OR EARLIER IF REDEEMED OR EXCHANGED.  THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF COMPUMED, INC., AT $0.001 PER
RIGHT  (SUBJECT  TO  ADJUSTMENT) ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
RIGHTS  ISSUED  TO  OR  BENEFICIALLY  OWNED  BY  A  PERSON  WHO IS OR BECOMES AN
ACQUIRING  PERSON OR AN AFFILIATE OR ASSOCIATE OF SUCH ACQUIRING PERSON (AS SUCH
TERMS  ARE  DEFINED  IN  THE  RIGHTS AGREEMENT) OR, UNDER CERTAIN CIRCUMSTANCES,
TRANSFEREES  THEREOF,  WILL  BECOME VOID AS PROVIDED IN SECTION 11(a)(ii) OF THE
RIGHTS  AGREEMENT  AND  THEREAFTER  MAY  NOT  BE  TRANSFERRED  TO  ANY  PERSON.


     Right  Certificate

     CompuMed,  Inc.

     This  certifies  that  _________________________, or registered assigns, is
the  registered  owner  of  the  number of Rights set forth above, each of which
entitles  the  owner thereof, subject to the terms, provisions and conditions of
the  Rights  Agreement  dated as of October 28, 2005, as the same may be amended
from  time  to  time  ("Rights  Agreement"),  between CompuMed, Inc., a Delaware
                        -----------------
corporation  (the  "Company"),  and U.S. Stock Transfer Corporation (the "Rights
                    -------                                               ------
Agent"),  to  purchase  from the Company at any time after the Distribution Date
  ---
(as  that  term  is defined in the Rights Agreement) and prior to 5:00 P.M. (San
Antonio  time)  on October 28, 2009 at the principal office of the Rights Agent,
or  its successor as Rights Agent, fully paid and nonassessable shares of Common
Stock, par value $.01 per share ("Stock"), of the Company at a purchase price of
                                  -----
$0.40,  as  the  same  may  from time to time be adjusted in accordance with the
Rights Agreement (the "Purchase Price"), upon presentation and surrender of this
                       --------------
Right  Certificate  with  the  Form  of Election to Purchase duly executed.  The
number  of  Rights evidenced by this Right Certificate (and the number of shares
of  Common  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
October  28,  2005.

     As  provided  in the Rights Agreement, the Purchase Price and the number of
shares  of  Common  Stock  that may be purchased upon the exercise of the Rights
evidenced  by  this Right Certificate are subject to modification and adjustment
upon  the happening of certain events and, upon the happening of certain events,
securities other than shares of Common Stock, or other property, may be acquired
upon  exercise of the Rights evidenced by this Right Certificate, as provided by
the  Rights  Agreement.

     This  Right  Certificate  is  subject  to  all of the terms, provisions and
conditions  of  the Rights Agreement, as amended from time to time, which terms,
provisions  and  conditions are incorporated herein by reference and made a part
hereof,  and reference to the Rights Agreement is made for a full description of
the  rights,  limitations  of  rights, obligations, duties and immunities of the
Rights  Agent,  the  Company  and  the  holders of record of Right Certificates.
Copies  of the Rights Agreement are on file at the principal executive office of
the  Company.

     This  Right  Certificate,  with  or  without other Right Certificates, upon
surrender  at  the  principal  office  of  the  Rights Agent designated for that
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder of record to purchase
the  same  aggregate number of shares of Common Stock as the Rights evidenced by
the  Right Certificate or Right Certificates surrendered entitled that holder to
purchase.  If  this  Right Certificate is 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 right Certificate may be (i) redeemed by the Company by action of the Board
of  Directors  at  its option at a redemption price of $0.001 per Right, or (ii)
exchanged  by action of the Board of Directors at its option in whole or in part
for  shares  of  the  Common  Stock,  par  value $.01 per share, of the Company.

     No fractional shares of Common Stock or other securities of the Company are
required to be issued upon the exercise of any Right or Rights evidenced hereby,
and  in lieu thereof, as provided in the Rights Agreement, a cash payment may be
made.  As  provided in the Rights Agreement, interests in fractions of shares of
Common  Stock  may,  at  the election of the Company, be evidenced by depository
receipts.

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

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

     The  Board  of  Directors  shall  have the exclusive power and authority to
administer  the  Rights  Plan  in  accordance  with  the Rights Agreement and to
exercise the rights and powers specifically granted to the Board of Directors or
the  Company,  or  as may be necessary or advisable in the administration of the
Rights  Plan.

                            [Signature Page Follows]

<PAGE>

     WITNESS  the  facsimile signature of the proper officers of the Company and
its  corporate  seal.

     Dated  as  of  ________________________,  2005.

ATTEST:                              COMPUMED,  INC.


_________________________             By:_______________________________________
Phuong  Dang,  Controller                John  G.  McLaughlin,
                                         President  and  Chief Executive Officer

COUNTERSIGNED:

__________________________
as  Rights  Agent

By:_______________________
Name:_____________________
Title:____________________

     FORM  OF  ASSIGNMENT

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


     FOR  VALUE  RECEIVED  _______________________________________ hereby sells,
assigns  and  transfers  unto
______________________________________________________
     (Please  print  name  and  address  of  transferee)

_____________________________________________________________________  rights
evidenced by this Right Certificate, together with all right, title and interest
therein,  and  does  hereby  irrevocably  constitute  and  appoint
______________________  Attorney,  to  transfer  such Rights on the books of the
within-named  company,  with  full  power  of  substitution.

Dated:
                           _________________________
                                   Signature

MEDALLION  SIGNATURE  GUARANTEE:

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

     The  undersigned  hereby  certifies that the Rights evidenced by this Right
Certificate  are  not  beneficially  owned  by  and  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

     FORM  OF  ELECTION  TO  PURCHASE

     (To  be  executed  by  the  registered  holder  if  such  holder
     desires  to  exercise  the  Rights  evidenced  by  this
     Right  Certificate.)

To:  CompuMed,  Inc.

     The  undersigned  hereby  irrevocably  elects  to  exercise  _______ Rights
evidenced by this Right Certificate to purchase the securities or other property
due upon the exercise of such Rights and requests that certificates for any such
securities  be  issued  in  the  name  of:

Please  insert  social  security  or  other  identifying  number:

     (Please  print  name  and  address)

If  such  number  of  Rights shall not be all the Rights evidenced by this Right
Certificate  a  new  Rights 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

MEDALLION  SIGNATURE  GUARANTEE:

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

     The  undersigned  hereby  certifies that the Rights evidenced by this Right
Certificate  are  not  beneficially  owned  by,  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, the
Company  and  the  Rights  Agent  will  deem  the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate  thereof  (as  defined in the Rights Agreement) and such Assignment or
Election  to  Purchase  will  not  be  honored.

                                                                       EXHIBIT B
                                                                      ----------

     UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT DATED AS OF
OCTOBER  28, 2005, BETWEEN COMPUMED, INC. AND U.S. STOCK TRANSFER CORPORATION AS
RIGHTS AGENT (THE "RIGHTS AGREEMENT"), RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY
                   ----------------
A  PERSON  WHO IS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF
SUCH  ACQUIRING  PERSON  (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR,
UNDER  CERTAIN  CIRCUMSTANCES, TRANSFEREES THEREOF, WILL BECOME VOID AS PROVIDED
IN  SECTION  11(a)(ii)  OF  THE  RIGHTS  AGREEMENT  AND  THEREAFTER  MAY  NOT BE
TRANSFERRED  TO  ANY  PERSON.

                              SUMMARY OF RIGHTS TO
                              PURCHASE COMMON STOCK

     On  October  28, 2005, the Board of Directors of CompuMed, Inc., a Delaware
corporation  (the  "Company"),  declared  a  dividend  of  one  Right  for  each
                    -------
outstanding share of Common Stock, par value $.01 per share, of the Company (the
"Common  Stock").  The  dividend is payable to holders of record of Common Stock
 -------------
at  the  close  of  business  on August 1, 2005 (the "Record Date").  Each Right
entitles  the  registered  holder  to purchase from the Company shares of Common
Stock  at a Purchase Price of $0.40.  The terms and conditions of the Rights are
contained  in  a  Rights  Agreement  between the Company and U.S. Stock Transfer
Corporation.

     As  discussed  below,  initially  the  Rights  will  not  be  exercisable,
certificates for the Rights will not be issued and the Rights will automatically
trade  with  the  Common  Stock.

     Until  the  close of business on the earlier of (i) the tenth day following
the  public  announcement  that  a  person  or group of affiliated or associated
persons  ("Acquiring  Person")  other  than  the  Company, any subsidiary of the
           -----------------
Company or any employee benefit plan or employee stock plan of the Company or of
any  subsidiary  of  the Company ("Exempt Person") has acquired, or obtained the
                                   -------------
right  to acquire, beneficial ownership of 15% or more of the outstanding Common
Stock  (the  "Stock  Acquisition Date") or (ii) the tenth business day following
              -----------------------
the  commencement  by  any  person  (other  than  an  Exempt  Person) of, or the
announcement of the intention to commence, a tender or exchange offer that would
result  in  the  ownership  of  15% or more of the outstanding Common Stock (the
earlier  of  such  dates  in clauses (i) and (ii) being called the "Distribution
                                                                    ------------
Date"),  the  Rights  will be evidenced, with respect to any of the Common Stock
----
certificates outstanding as of August 1, 2005, by such Common Stock certificate,
together  with  a  copy  of  this  Summary  of  Rights.

     The  Rights  Agreement  provides  that, until the Distribution Date (or the
earlier  redemption or expiration of the Rights), the Rights will be represented
by  and  transferred  with,  and  only  with,  the  Common  Stock.  Until  the
Distribution  Date  (or the earlier redemption or expiration of the Rights), new
Common  Stock  certificates  issued  after  the Record Date upon transfer or new
issuance  of  shares  of  Common  Stock  will contain a legend incorporating the
Rights  Agreement  by  reference.  Until  the  Distribution Date (or the earlier
redemption  or  expiration  of the Rights), the surrender for transfer of any of
the  Company's  Common Stock certificates, with or without such legend or a copy
of  this  Summary  of Rights, will also constitute the surrender for transfer of
the  Rights associated with the Common Stock evidenced by such certificates.  As
soon as practicable following the Distribution Date, separate Right Certificates
will  be mailed to holders of record of Common Stock at the close of business on
the Distribution Date, and thereafter the Right Certificates alone will evidence
the  Rights  and  the  Rights  will  be transferable separate and apart from the
Common  Stock.

     The  Rights  are  not  exercisable until the Distribution Date.  The Rights
will  expire  at  the  close of business on October 28, 2009, unless redeemed or
exchanged  earlier  as  described  below.

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

     If any Person (other than an Exempt Person) becomes the beneficial owner of
15%  or  more  of  the then outstanding shares of Common Stock, each holder of a
Right,  other  than  the  Acquiring Person and/or its affiliates, associates and
transferees, will have the right to receive, upon payment of the Purchase Price,
a  number  of  shares  of  Common Stock having a market value equal to twice the
Purchase  Price.  In  the  event  that  insufficient  shares of Common Stock are
available  for the exercise in full of the Rights, the Company shall, in lieu of
issuing  shares of Common Stock upon exercise of Rights, to the extent permitted
by  applicable  law  and  any  material  agreements  then in effect to which the
Company  is  a  party,  issue  cash, property or other securities of the Company
(which  may be accompanied by a reduction in the Purchase Price), in proportions
determined by the Company, so that the aggregate value of such cash, property or
other  securities  received  is  equal  to  twice the Purchase Price.  After the
acquisition  of  shares  of  Common Stock by an Acquiring Person as described in
this  paragraph,  Rights  that are (or, under certain circumstances, Rights that
were)  beneficially  owned  by  an  Acquiring  Person  and/or  its  affiliates,
associates  and  transferees  will  be  void.

     The  Board  of  Directors  may,  at  its option, at any time after a person
becomes  an  Acquiring  Person, authorize the Company to exchange all or part of
the  then  outstanding  and  exercisable Rights for shares of Common Stock at an
exchange  ratio  of one share of Common Stock per Right, provided that the Board
of  Directors may not effect such exchange after the time that any Person (other
than an Exempt Person) becomes the beneficial owner of 50% or more of the Common
Stock  then  outstanding.  In the event that insufficient shares of Common Stock
are  available  for  such  exchange,  the Board of Directors shall take all such
action  as may be necessary to authorize such additional shares of Common Stock.

     Unless  the  Rights  are  earlier redeemed, if, after the Stock Acquisition
Date,  the  Company  is  acquired  in a merger or other business combination (in
which  any  shares  of  the Common Stock are changed into or exchanged for other
securities  or  assets)  or  more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole) is sold or transferred in one or
more  transactions,  other  than  a  transfer  to  a lender (or an assignee of a
lender)  of  the Company pursuant to material agreements then in effect to which
the  Company  is  a  party,  the Rights Agreement provides that proper provision
shall  be made so that each holder of record of a Right will from and after that
time  have the right to receive, upon payment of the Purchase Price, that number
of  shares  of  common stock of the acquiring company which has a current market
price  at  the  time  of  such  transaction  equal  to twice the Purchase Price.

     Interests  in  fractions  of shares of Common Stock may, at the election of
the  Company,  be  evidenced by depository receipts.  The Company may also issue
cash  in  lieu  of  fractional  shares  of  Common  Stock.

     At  any  time  until  a  person  becomes  an Acquiring Person, the Board of
Directors  may cause the Company to redeem the Rights in whole, but not in part,
at  a  price  of  $0.001 per Right, subject to adjustment.  Immediately upon the
effective  time of the redemption authorized by the Board of Directors the right
to  exercise  the Rights will terminate, and the holders of the Rights will only
be  entitled  to  receive  the  redemption  price  without any interest thereon.

     As  long as the Rights are redeemable, the Company may, except with respect
to  the  redemption  price  or  the number of shares of Common Stock for which a
Right  is  exercisable,  amend  the  Rights in any manner.  At any time when the
Rights  are  not redeemable, the Company may amend the Rights in any manner that
does  not  adversely  affect  the  interests  of  holders of the Rights as such.

     Until  a  Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including without limitation the right to vote or to
receive  dividends.

     The  Board  of  Directors  shall  have the exclusive power and authority to
administer  the  Rights  Plan and to exercise the rights and powers specifically
granted  to  the  Board  of  Directors or the Company, or as may be necessary or
advisable  in  the  administration  of  the  Rights  Plan.

     A  copy  of  the  Rights  Agreement  has been filed with the Securities and
Exchange  Commission  as  an Exhibit to a Registration Statement on Form 8-A.  A
copy  of  the  Rights  Agreement is available free of charge from the Company by
written  request  sent  to  5777 West Century Blvd., Suite 1285, Los Angeles, CA
90045, Attn: Secretary.  This summary description of the Rights does not purport
to  be  complete  and  is  qualified  in its entirety by reference to the Rights
Agreement,  as  amended from time to time, which is incorporated in this summary
description  by  reference.  In  the  event  of  a conflict between this summary
description  and  the  Rights  Agreement,  the  Rights  Agreement  will prevail.