EXHIBIT 4.1






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                                 CRYOLIFE, INC.

                                       AND

                    AMERICAN STOCK TRANSFER & TRUST COMPANY,

                                  RIGHTS AGENT

                   FIRST AMENDED AND RESTATED RIGHTS AGREEMENT

                  AMENDMENTS EFFECTIVE AS OF NOVEMBER 23, 2005

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                   FIRST AMENDED AND RESTATED RIGHTS AGREEMENT


     THIS FIRST AMENDED AND RESTATED  RIGHTS  AGREEMENT  (as hereby  amended and
restated,  the "Rights  Agreement"),  is entered into between CryoLife,  Inc., a
Florida corporation (the "Company"), and American Stock Transfer & Trust Company
(the  "Rights  Agent"),  as of the date signed by both parties  below,  with the
amendments described herein to become effective as of 5:00 p.m. Eastern Standard
Time as of November 23, 2005.

     WHEREAS,  the Company  entered  into that  certain  Rights  Agreement  (the
"Original  Rights  Agreement")  dated  November  27, 1995 with  Chemical  Mellon
Shareholder Services, L.L.C. ("Chemical");

     WHEREAS,  the Original  Rights  Agreement was amended by that certain First
Amendment  to Rights  Agreement  dated  effective as of June 1, 1997 between the
Company and the Rights Agent,  pursuant to which American Stock Transfer & Trust
Company  replaced  Chemical  as the  Rights  Agent  under  the  Original  Rights
Agreement;

     WHEREAS, at a meeting (the "1995 Meeting") of the Board of Directors of the
Company duly called and held on November 27, 1995, the Board of Directors of the
Company  authorized  and  declared a dividend of one right (a "Right")  for each
share of Common  Stock  outstanding  on December  11,  1995 (the  "First  Record
Date"), which Right entitles each share of Common Stock outstanding on the First
Record Date to purchase  shares of the Series A Junior  Participating  Preferred
Stock of the Company, in accordance with and subject to the terms and conditions
the Original Rights Agreement;

     WHEREAS, at the 1995 Meeting, the Board of Directors of the Company further
authorized  and declared  that a Right attach to each share of Common Stock that
becomes  outstanding  after the First Record Date in accordance with and subject
to the terms and conditions of the Original Rights Agreement,

     WHEREAS,  on  March  15,  2005,  the  Corporation  issued a new  series  of
preferred stock designated as the "6% Convertible  Preferred Stock" having a par
value of $.01 per share (the "Convertible Shares");

     WHEREAS, at a meeting (the "2005 Meeting") of the Board of Directors of the
Company  duly  called  and held on  November  1,  2005,  the Board of  Directors
authorized  and  declared a  dividend  for  Convertible  Shares  outstanding  on
November  23, 2005 (the  "Second  Record  Date"),  with each  Convertible  Share
outstanding  as of the Second  Record Date being  entitled to one Right for each
share of Common Stock into which the Convertible  Share is convertible as of the
Distribution Date (as defined in this Rights Agreement),  in accordance with and
subject to the terms and conditions of this Rights Agreement;


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     WHEREAS, at the 2005 Meeting, the Board of Directors of the Company further
authorized  and declared  that Rights attach to  Convertible  Shares that become
outstanding  after the Second Record Date in accordance  with and subject to the
terms and conditions of this Rights Agreement;

     WHEREAS, the Board of Directors of the Company has determined that it is in
the best  interest  of the  Company and its  stockholders  to further  amend and
restate the Original Rights Agreement as set forth below;

     WHEREAS,  Section 27 of the Original Rights Agreement provides that subject
to certain exceptions,  the Company and the Rights Agent may supplement or amend
any  provision  of the  Original  Rights  Agreement  without the approval of any
holders of Right Certificates;

     WHEREAS,  the Board of  Directors  of the  Company  has  directed  that the
Company and the Rights  Agent amend and restate the  Original  Rights  Agreement
pursuant to this  amendment  and  restatement,  with such  amendments  to become
effective as of 5:00 p.m. Eastern Standard Time on November 23, 2005.

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

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

     (a)  "Acquiring  Person" shall mean any Person (as such term is hereinafter
defined) who or which shall be the Beneficial Owner (as hereinafter  defined) of
15% or more of the Common Shares of the Company then outstanding,  but shall not
include any Exempt Person. Notwithstanding the foregoing,

          (i) no Person shall become an  "Acquiring  Person" as the result of an
     acquisition of Common Shares by the Company  which,  by reducing the number
     of  shares  outstanding,  increases  the  proportionate  number  of  shares
     beneficially  owned by such  Person to 15% or more of the Common  Shares of
     the Company then outstanding;  provided,  however,  that if a Person (other
     than an Exempt Person) shall become the Beneficial  Owner of 15% or more of
     the  Common  Shares  of the  Company  then  outstanding  by reason of share
     purchases  by the  Company  and shall,  after such share  purchases  by the
     Company, become the Beneficial Owner of any additional Common Shares of the
     Company (other than as a result of a stock dividend, stock split or similar
     transaction  effected by the Company in which all holders of Common  Shares


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     are treated  equally)  unless upon  becoming the  Beneficial  Owner of such
     additional  Common Shares such Person does not beneficially own 15% or more
     of the Common Shares outstanding, then such Person shall be deemed to be an
     "Acquiring Person";

          (ii) if the Board of Directors of the Company determines in good faith
     that a Person who would  otherwise  be an  "Acquiring  Person",  as defined
     pursuant to the foregoing provisions of this paragraph (a), has become such
     inadvertently (including,  without limitation,  because (A) such Person was
     unaware that it would  Beneficially  Own a percentage of Common Shares 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 the Common
     Shares but was unaware of the  consequences  of such  Beneficial  Ownership
     under this  Rights  Agreement)  and without  any  intention  of changing or
     influencing control of the Company,  and such Person, in an orderly fashion
     but as promptly as practicable  after being advised of such  determination,
     divests  Beneficial  Ownership of a sufficient  number of Common  Shares so
     that such Person would no longer be an "Acquiring Person," then such Person
     shall not be deemed to be an  "Acquiring  Person" for any  purposes of this
     Agreement.  In making  the  determination  as to whether a Person who would
     otherwise  be an  "Acquiring  Person"  has become  such  inadvertently  and
     without any  intention of changing or  influencing  control of the Company,
     the Board will be  entitled  to resolve  all good faith  doubts in a manner
     that is against  finding  inadvertency  or lack of  intention  to change or
     influence control.  The Board may take into account, but shall not be bound
     by, any declarations that any such person may have made on Schedule 13D (or
     any comparable or successor report) under the Exchange Act; and

          (iii)  no  Person  shall  become  an  "Acquiring  Person"  who  is the
     Beneficial Owner of Common Shares of the Company,  the Beneficial Ownership
     of which was acquired by such Person  pursuant to any action or transaction
     or series of related  actions or  transactions  approved  by the  Company's
     Board of Directors before such person otherwise became an Acquiring Person.

     For all purposes of this Rights Agreement, any calculation of the number of
     Common Shares outstanding at any particular time, including for purposes of
     determining the particular  percentage of such outstanding Common Shares 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 of this
     Agreement.



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

     (c) Unless  otherwise  specifically  provided,  "agreement"  refers to both
written and oral agreements.

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

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

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

          (iii) which are  beneficially  owned,  directly or indirectly,  by any
     other  Person  with  which  such  first-mentioned  Person  or any  of  such
     first-mentioned  Person's  Affiliates  or  Associates  has  any  agreement,
     arrangement  or  understanding  (whether  or not  in  writing,  other  than
     customary  agreements  with and  between  underwriters  and  selling  group


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     members with respect to a bona fide public  offering of securities) for the
     purpose of acquiring, holding, voting (except to the extent contemplated by
     the proviso to Section 1(d)(ii)(B) above) or disposing of any securities of
     the Company;

provided,  however, that no Person who is an officer, director or employee of an
Exempt  Person  shall be  deemed,  solely by reason of such  Person's  status or
authority  as  such,  to be the  "Beneficial  Owner"  of,  to  have  "Beneficial
Ownership" of or to  "beneficially  own" any securities  that are  "beneficially
owned" as defined in this Section  1(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.

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

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

     (f) "Close of  Business"  on any given date shall mean 5:00 p.m.,  Atlanta,
Georgia  time,  on such  date;  provided,  however,  that if such  date is not a
Business  Day it shall  mean  5:00  p.m.,  Atlanta,  Georgia  time,  on the next
succeeding Business Day.

     (g) "Common  Shares" when used with reference to the Company shall mean the
shares of common  stock,  par value  $.01 per  share,  of the  Company.  "Common
Shares" when used with reference to any Person other than the Company shall mean
the  capital  stock (or,  in the case of an  unincorporated  entity,  equivalent
equity interest) with the greatest voting power of such other Person or, if such
other  Person is a Subsidiary  of another  Person,  the Person or Persons  which
ultimately control such first-mentioned Person.

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

     (i) "Convertible Shares" shall have the meaning set forth in the Recitals.

     (j) "Current  Per Share  Market  Price" shall have the meaning set forth in
Section 11(d)(i).

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



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

     (m) "Eligible  Shares" shall mean Common Shares and/or  Convertible  Shares
that,  pursuant to the 1995  meeting,  the 2005  meeting,  and the terms of this
Agreement, are entitled to Rights.

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

     (o)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (p)  "Exchange  Date" shall mean the time at which the Rights are exchanged
as provided in Section 24 hereof.

     (q) "Exchange Ratio" shall have the meaning set forth in Section 24(a).

     (r) "Exempt Person" shall mean the Company,  any Subsidiary (as hereinafter
defined)  of the  Company,  any  employee  benefit  plan of the  Company  or any
Subsidiary of the Company,  or any entity  holding Common Shares for or pursuant
to the terms of any such plan.

     (s)  "Expiration  Date" mean the earlier of the Redemption  Date, the Final
Expiration Date or the Exchange Date.

     (t) "First Record Date" shall have the meaning set forth in the Recitals.

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

     (v) "Final  Expiration  Date"  shall mean the Close of Business on November
23, 2015.

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

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



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     (y) "Preferred  Shares" shall mean shares of Series A Junior  Participating
Preferred  Stock, par value $.01 per share, of the Company having the rights and
preferences  set forth in the Form of  Articles  of  Amendment  attached to this
Agreement as Exhibit A.

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

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

     (bb) "Record  Date" shall mean the First  Record Date,  with respect to the
Common  Shares,  and the Second  Record Date,  with  respect to the  Convertible
Shares.

     (cc) "Redemption Date" shall mean the time at which the Rights are redeemed
as provided in Section 23 hereof.

     (dd) "Redemption Price" shall have the meaning set forth in Section 23(a).

     (ee) "Right" shall have the meaning set forth in the Recitals.

     (ff)  "Rights  Agent"  shall have the meaning set forth in the Recitals and
shall include any Person that shall become a successor  Rights Agent pursuant to
the terms of this Agreement.

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

     (hh) "Second Record Date" shall have the meaning set forth in the Recitals.

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

     (jj) "Security" shall have the meaning set forth in Section 11(d).

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

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



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

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

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

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

     Section 2.  Appointment of Rights Agent.  The Company  hereby  appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date be the
holders of the  Eligible  Shares) in  accordance  with the terms and  conditions
hereof,  and the Rights Agent hereby accepts such  appointment.  The Company may
from time to time  appoint  such  co-Rights  Agents as it may deem  necessary or
desirable  upon ten  days'  written  notice  to the  Rights  Agent and any other
co-Rights  Agents.  The Rights Agent shall have no duty to supervise,  and in no
event shall be liable for, the acts or omission of any such co-Rights Agent.

     Section 3. Issue of Right Certificates.

     (a) Until the earlier of (i) the Close of  Business  on the tenth  Business
Day after the Shares  Acquisition  Date,  or (ii) the Close of  Business  on the
tenth  Business  Day (or such later date as may be  determined  by action of the
Board of Directors prior to such time as any Person becomes an Acquiring Person)
after the date of the  commencement  by any Person (other than an Exempt Person)
of, or of the first public  announcement  of the  intention of any Person (other
than an Exempt Person) to commence,  a tender or exchange offer the consummation
of which would result in any Person becoming an Acquiring Person (the earlier of
such dates being herein referred to as the "Distribution  Date"), (x) the Rights
will  be  evidenced   (subject  to  the  provisions  of  Section  3(b))  by  the
certificates  for the  Eligible  Shares  registered  in the names of the holders
thereof (which  certificates shall also be deemed to be Right  Certificates) and
not by separate Right Certificates, and (y) the Rights will be transferable only
in  connection  with  the  transfer  of the  Eligible  Shares.  In the  case  of
uncertificated  shares of Eligible  Shares,  the Rights will be evidenced by the
book entry account that evidences record ownership of such shares.  With respect
to certificated  Eligible Shares,  as soon as practicable after the Distribution
Date, the Company will prepare and execute,  the Rights Agent will  countersign,
and the  Company  will send or cause to be sent (or the Rights  Agent  will,  if
requested, send) by first-class,  insured,  postage-prepaid mail, to each record
holder of the  Eligible  Shares as of the Close of Business on the  Distribution
Date, at the address of such holder shown on the records of the Company, a Right
Certificate,   in  substantially   the  form  of  Exhibit  B  hereto  (a  "Right
Certificate"),  evidencing (x) with respect to the holders of Common Shares, one


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Right for each Common Share so held,  subject to adjustment  as provided  herein
or, (y) with respect to holders of Convertible Shares, one Right for each Common
Share into which a Convertible Share is convertible as of the Distribution Date.
As of the Distribution Date and thereafter,  the Rights will be evidenced solely
by such Right Certificates.

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

     (c)   Certificates   for  Eligible  Shares  which  are  issued  and  become
outstanding  (including,   without  limitation,  upon  transfer  of  outstanding
Eligible  Shares,  disposition  of  Eligible  Shares out of treasury  stock,  or
issuance or reissuance of Eligible Shares out of authorized but unissued shares)
after the Second Record Date but prior to the earlier of the  Distribution  Date
or the  Expiration  Date shall have  impressed  on,  printed  on,  written on or
otherwise affixed to them a legend substantially in the following form:

     This  certificate  also evidences and entitles the holder hereof to certain
     rights as set forth in the First  Amended  and  Restated  Rights  Agreement
     between CryoLife, Inc. and American Stock Transfer & Trust Company, amended
     effective as of November 23, 2005,  as the same may be amended from time to
     time (the "Rights  Agreement"),  the terms of which are hereby incorporated
     herein by reference and a copy of which is on file at the principal  office
     of CryoLife,  Inc. Under certain circumstances,  as set forth in the Rights
     Agreement,  such Rights may be redeemed, may expire, or may be evidenced by
     separate  certificates and will no longer be evidenced by this certificate.
     CryoLife,  Inc.  will mail to the holder of this  certificate a copy of the
     Rights Agreement, as in effect on the date of mailing, without charge after
     receipt of a written  request  therefor.  Under certain  circumstances  set


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     forth in the Rights Agreement, Rights issued to, or held by, any Person who
     is,  was or becomes  an  Acquiring  Person or any  Affiliate  or  Associate
     thereof  (as such  terms are  defined  in the  Rights  Agreement),  whether
     currently held by or on behalf of such Person or by any subsequent  holder,
     may become null and void.

Certificates for Eligible Shares issued after the First Record Date and prior to
the Second Record Date shall have the legend  required under the Original Rights
Agreement,  and the  reference  in such  legend to the  Rights  Agreement  dated
November 27, 1995, shall be deemed to include the amendments  subsequently  made
thereto. In the event that the Company purchases or acquires any Eligible Shares
after the Record Date but prior to the Distribution  Date, any Rights associated
with such  Eligible  Shares  shall be deemed  cancelled  and retired so that the
Company shall not be entitled to exercise any Rights  associated with the Common
Shares which are no longer outstanding.

     Section 3A. Termination of Rights of Acquiring Person, Etc. Notwithstanding
anything  in this Rights  Agreement  to the  contrary,  from and after a Flip-In
Event,  any Rights that are  beneficially  owned or acquired by (w) an Acquiring
Person (or any Affiliate or Associate of an Acquiring Person),  (x) a transferee
of any  Acquiring  Person (or any such  Affiliate  or  Associate)  who becomes a
transferee after the Flip-In Event, (y) a transferee of any Acquiring Person (or
any Affiliate or Associate)  who becomes a transferee  prior to or  concurrently
with a Flip-In  Event  pursuant  to either  (I) a transfer  (whether  or not for
consideration)  from the Acquiring Person to holders of its equity securities or
to  any  Person  with  whom  it  has  a  continuing  agreement,  arrangement  or
understanding  regarding  the  transferred  Rights or (II) a transfer  which the
Board  of  Directors  has   determined  is  part  of  a  plan,   arrangement  or
understanding which has the purpose or effect of avoiding the provisions of this
paragraph,  or (z) any subsequent transferees of such Persons, shall be null and
void without any further action,  and any holder of any such Right shall,  after
the occurrence of the Flip-In Event,  have no rights  whatsoever with respect to
such  Rights  under any  provision  of this  Agreement.  The  Company  shall use
reasonable efforts to ensure that the provisions of this Section 3A are complied
with, but shall have no liability to any holder of Rights  Certificates or other
Person as a result of its  making or  failing  to make any  determinations  with
respect to an Acquiring  Person or its  Affiliates,  Associates  or  transferees
hereunder or taking or failing to take any actions with respect to any Rights or
Rights  Certificate  of any such Person.  From and after the Flip-In  Event,  no
Rights  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 cancelled.

     Section  4. Form of Right  Certificates.  The Right  Certificates  (and the
forms of election to purchase  Preferred  Shares and of assignment to be printed
on the reverse  thereof) shall be  substantially in the form as Exhibit B hereto


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and may have such  marks of  identification  or  designation  and such  legends,
summaries or endorsements  printed  thereon as the Company may deem  appropriate
and as are not inconsistent with the provisions of this Agreement,  or as may be
required to comply with any applicable  law or with any rule or regulation  made
pursuant  thereto or with any rule or regulation of any stock  exchange on which
the Rights may from time to time be listed,  or to conform to usage.  Subject to
the provisions of this Agreement, the Right Certificates, whenever issued, shall
entitle the holders thereof to purchase such number of one  one-hundredths  of a
Preferred  Share as shall be set forth  therein at the Purchase  Price,  but the
number of one  one-hundredths  of a Preferred Share and the Purchase Price shall
be subject to adjustment as provided herein.

     Section 5. Countersignature and Registration.

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

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

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

     (a)  Subject to the  provisions  of this  Agreement,  at any time after the
Close of Business on the  Distribution  Date, and prior to the Close of Business
on the Expiration Date, any Right Certificate or Right Certificates  (other than
Right Certificates representing Rights that have become void pursuant to Section
3A hereof or that have been  exchanged  pursuant  to Section  24 hereof)  may be


                                       11
<PAGE>

transferred,  split up,  combined or exchanged for another Right  Certificate or
Right Certificates, entitling the registered holder to purchase a like number of
one  one-hundredths  of a  Preferred  Share as the  Right  Certificate  or Right
Certificates  surrendered then entitled such holder to purchase.  Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make such request in writing delivered to the Rights
Agent,  and shall  surrender the Right  Certificate or Right  Certificates to be
transferred,  split up,  combined or  exchanged at the  principal  office of the
Rights Agent.  Thereupon the Rights Agent shall, subject to Sections 7(e) and 14
hereof,  countersign  and  deliver  to  the  person  entitled  thereto  a  Right
Certificate  or Right  Certificates,  as the case may be, as so  requested.  The
Company may require payment of a sum sufficient to cover any tax or governmental
charge  that  may  be  imposed  in  connection  with  any  transfer,  split  up,
combination or exchange of Right Certificates.

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

     (c) Notwithstanding any other provisions hereof, the Company and the Rights
Agent may amend this Agreement to provide for uncertified  Rights in addition to
or in place of Rights evidenced by Right Certificates.

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

     (a)  Prior  to  the  Distribution   Date,  none  of  the  Rights  shall  be
exercisable.  Except as otherwise  provided herein, the registered holder of any
Right Certificate  evidencing  exercisable Rights (excluding an Acquiring Person
as set forth in Section 3A) may exercise the Rights evidenced thereby,  in whole
or in part, at any time after the Distribution  Date upon surrender of the Right
Certificate,  with the form of election to  purchase  and related  certification
properly  completed and duly executed,  to the Rights Agent at the office of the
Rights Agent designated for such purpose,  together with payment of the Purchase
Price for each Right being  exercised  and an amount equal to any tax or charges
required to be paid by the holder of such Rights  Certificate in accordance with
Section 9 hereof in cash,  or by certified  check,  wire  transfer or bank draft
payable to the order of the Company, at or prior to the Expiration Date.



                                       12
<PAGE>

     (b)  Initially,   the  "Purchase  Price"  shall  be  $33.33  for  each  one
one-hundredth  of a Preferred Share  purchasable  upon exercise of a Right.  The
Purchase Price and the number of one one-hundredth of a Preferred Share or other
securities  or property to be acquired upon exercise of a Right shall be subject
to adjustment from time to time as provided in Section 11 or 13 hereof and shall
be payable in lawful money of the United  States of America in  accordance  with
paragraph (c) of this Section 7.

     (c)  Except  as  otherwise  provided  herein,   upon  receipt  of  a  Right
Certificate  representing  exercisable  Rights,  with  the form of  election  to
purchase and certification properly completed and duly executed,  accompanied by
payment as provided in Section 7(a) hereof,  the Rights Agent shall,  subject to
Section 20(j) hereof,  thereupon  promptly (i) (A) requisition from any transfer
agent of the Preferred Shares certificates for the number of Preferred Shares to
be purchased and the Company hereby irrevocably authorizes its transfer agent to
comply  with all such  requests,  or (B) if the  Company  shall have  elected to
deposit the total  number of  Preferred  Shares  issuable  upon  exercise of the
Rights hereunder with a depository agent,  requisition from the depositary agent
depositary  receipts  representing  such Preferred Shares as are to be purchased
(in  which  case  certificates  for the  Preferred  Shares  represented  by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company  hereby  directs the  depositary  agent to comply with such request,
(ii) when  appropriate,  requisition  from the  Company the amount of cash to be
paid in lieu of issuance of  fractional  shares in  accordance  with  Section 14
hereof, (iii) after receipt of such certificates or depositary  receipts,  cause
the same to be delivered to or upon the order of the  registered  holder of such
Right Certificate, registered in such name or names as may be designated by such
holder and (iv) when  appropriate,  after receipt,  deliver such cash to or upon
the order of the registered holder of such Right Certificate.

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

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



                                       13
<PAGE>

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

     Section 9. Availability of Preferred Shares.

     (a) The Company covenants and agrees that it will use reasonable efforts to
cause to be reserved  and kept  available  out of its  authorized  and  unissued
Preferred  Shares or any Preferred  Shares held in its  treasury,  the number of
Preferred  Shares that will be  sufficient to permit the exercise in full of all
outstanding Rights in accordance with Section 7.

     (b) So long as the  Preferred  Shares  issuable upon the exercise of Rights
are to be listed or admitted to trading on any national securities exchange,  or
included  for  quotation  on  any  transaction  reporting  system,  the  Company
covenants and agrees to use reasonable efforts to cause,  during the period from
the  Distribution  Date to the  Expiration  Date,  all shares  reserved for such
issuance to be listed on such  securities  exchange or included for quotation on
any such  transaction  reporting  system,  upon official notice of issuance upon
such exercise.

     (c) From and after such time as the Rights become exercisable,  the Company
shall use  reasonable  efforts,  if then  necessary  to permit the  issuance  of
Preferred  Shares  upon  exercise of the Rights,  to register  and qualify  such
Preferred Shares under the Securities Act and any applicable state securities or
"blue sky" laws (to the extent  exemptions  therefrom are not available),  cause
such  registrations and qualifications to become effective (with a prospectus at
all times meeting the  requirements  of the Securities Act) until the earlier of
the date as of which the Rights are no longer  exercisable  for such  securities
and the  Expiration  Date. The Company may  temporarily  suspend for a period of
time not to exceed 90 calendar days, the  exercisability  of the Rights in order
to prepare and file a registration statement under the Securities Act and permit
such registration statement to become effective.  Upon any such suspension,  the
Company shall issue a public announcement stating that the exercisability of the
Rights  has  been  temporarily  suspended  and  shall  issue  a  further  public
announcement   at  such  time  as  the   suspension  is  no  longer  in  effect.
Notwithstanding  any provision  herein to the contrary,  the Rights shall not be
exercisable  in any  jurisdiction  unless the  requisite  qualification  in such


                                       14
<PAGE>

jurisdiction  shall have been obtained and until a registration  statement under
the  Securities  Act shall have been  declared  effective,  unless an  exemption
therefrom is available.

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

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

     Section 10.  Preferred  Shares  Record Date.  Each Person in whose name any
certificate for Preferred Shares is issued upon the exercise of Rights shall for
all  purposes  be deemed to have  become the  holder of record of the  Preferred
Shares  represented  thereby at the Close of Business  on, and such  certificate
shall be dated, the date upon which the Right Certificate evidencing such Rights
was duly  surrendered  and  payment of the  Purchase  Price (and any  applicable
transfer taxes) was made; provided,  however, that if the date of such surrender
and  payment is a date upon which the  Preferred  Shares  transfer  books of the
Company are closed, such person shall be deemed to have become the record holder
of such shares at the Close of Business on, and such certificate shall be dated,
the next succeeding Business Day on which the Preferred Shares transfer books of
the  Company are open;  provided,  however,  that if  delivery of the  Preferred
Shares is delayed by reason of a  suspension  pursuant to Section  9(c)  hereof,
such Persons shall be deemed to have become the record holders of such Preferred
Shares only when such Preferred  Shares first become  deliverable.  Prior to the
exercise  of the Rights  evidenced  thereby,  the holder of a Right  Certificate
shall not be  entitled to any rights of a holder of  Preferred  Shares for which
the Rights shall be exercisable,  including,  without  limitation,  the right to


                                       15
<PAGE>

vote, to receive dividends or other  distributions or to exercise any preemptive
rights,  and shall not be entitled to receive any notice of any  proceedings  of
the Company, except as provided herein.

     Section 11.  Adjustment  of Purchase  Price,  Number of Shares or Number of
Rights.  The Purchase Price,  the number of Preferred Shares or other securities
or  property  purchasable  upon  exercise of each Right and the number of Rights
outstanding  are  subject to  adjustment  from time to time as  provided in this
Section 11.

     (a) (i) In the event the  Company  shall at any time after the date of this
     Agreement  (A)  declare a  dividend  on the  Preferred  Shares  payable  in
     Preferred  Shares,  (B) subdivide the  outstanding  Preferred  Shares,  (C)
     combine the outstanding Preferred Shares into a smaller number of Preferred
     Shares or (D) issue any shares of its capital  stock in a  reclassification
     of the Preferred Shares (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  at the time of the  record  date for such
     dividend  or of the  effective  date of such  subdivision,  combination  or
     reclassification,  and the  number  and kind of  shares  of  capital  stock
     issuable  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  the  aggregate  number and kind of shares of capital
     stock which,  if such Right had been  exercised  immediately  prior to such
     date and at a time when the Preferred  Shares transfer books of the Company
     were open, the holder would have owned upon such exercise and been entitled
     to  receive  by  virtue  of  such  dividend,  subdivision,  combination  or
     reclassification;   provided,   however,   that  in  no  event   shall  the
     consideration  to be paid upon the  exercise  of one Right be less than the
     aggregate par value of the shares of capital stock of the Company  issuable
     upon exercise of one Right.

          (ii) Subject to Section 24 of this Agreement,  in the event any Person
     becomes an  Acquiring  Person  (the first  occurrence  of such event  being
     referred to as the "Flip-In Event"), then each holder of a Right, except as
     otherwise provided in Section 3A and Section  11(a)(iii),  shall thereafter
     have a right to receive, upon exercise thereof at a price equal to the then
     current Purchase Price multiplied by the number of one  one-hundredths of a
     Preferred Share for which a Right is then exerciseable,  in accordance with
     the terms of this Agreement and in lieu of Preferred Shares, such number of
     Common  Shares of the  Company as shall  equal the result  obtained  by (x)
     multiplying  the  then  current   Purchase  Price  by  the  number  of  one
     one-hundredths  of a Preferred Share for which a Right is then exerciseable
     and (y)  dividing  that product by 50% of the then Current Per Share Market
     Price of the Common Shares of the Company  (determined  pursuant to Section
     11(d) hereof) on the date of such Flip-In Event;  provided,  however,  that


                                       16
<PAGE>

     the  Purchase  Price (as so  adjusted)  and the number of Common  Shares so
     receivable upon exercise of a Right shall,  following the Flip-In Event, be
     subject to further  adjustment as  appropriate  in accordance  with Section
     11(f) hereof.  From and after the occurrence of an event specified in 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) In the event that there shall not be  sufficient  Common  Shares
     issued  but not  outstanding  or  authorized  but  unissued  to permit  the
     exercise  in  full  of  the  Rights  in   accordance   with  the  foregoing
     subparagraph (ii), the Board of Directors shall, to the extent permitted by
     applicable  law and any  material  agreements  then in  effect to which the
     Company is a party, (A) determine the excess of (1) the value of the Common
     Shares  issuable  upon  the  exercise  of a Right  in  accordance  with the
     foregoing  paragraph (ii) (the "Current Value") over (2) the Purchase Price
     as adjusted in  accordance  within the  foregoing  subparagraph  (ii) (such
     excess is herein referred to as the "Spread"), and (B) with respect to each
     Right (other than Rights which have become void  pursuant to the  foregoing
     subparagraph  (ii)),  make adequate  provision to substitute for the Common
     Shares  issuable in accordance with the foregoing  subparagraph  (ii), upon
     the exercise of the Rights and payment of the applicable  Purchase Price as
     adjusted  in  accordance  therewith,  (1)  cash,  (2) a  reduction  in such
     Purchase  Price,  (3)  Preferred  Shares or other equity  securities of the
     Company (including,  without limitation, shares, or fractions of shares, of
     preferred stock which, by virtue of having dividend, voting and liquidation
     rights substantially  comparable to Common Shares, are deemed in good faith
     by the Board of  Directors  of the Company to have  substantially  the same
     value as shares of Common Stock (such shares of preferred  stock are herein
     referred to as "Common  Stock  Equivalents")),  (4) debt  securities of the
     Company, (5) other assets or (6) any combination of any, some or all of the
     foregoing,  having an aggregate  value equal to the Current Value (less the
     amount of any reduction in the Purchase Price),  where such aggregate value
     has been  determined  by the Board of  Directors  of the  Company  upon the
     advice of a nationally  recognized investment banking firm selected in good
     faith by the Board of Directors of the Company;  provided,  however, if the
     Company  shall not make  adequate  provision to deliver  value  pursuant to
     clause (B) above  within 30 days  following  the  Flip-In  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,  Common Shares of the Company (to
     the extent  available) and then, if necessary,  such number or fractions of
     Preferred  Shares (to the extent  available) and then, if necessary,  cash,
     which shares and/or cash have an aggregate  value equal to the Spread.  If,
     upon the  occurrence  of a Flip-In  Event,  the Board of  Directors  of the
     Company  shall  determine  in good faith that it is likely that  sufficient
     additional  shares of Common Stock could be  authorized  for issuance  upon
     exercise in full of the Rights,  then, if the Board of Directors so elects,
     the 30-day period set forth above may be extended to the extent  necessary,
     but not more than 90 days  after the date of the  Flip-In  Event,  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,  the
     "Substitution Period"). To the extent that the Company determines that some
     action need be taken pursuant to the second and/or third  sentences 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


                                       17
<PAGE>

     such action shall apply  uniformly to all outstanding  Rights,  and (y) may
     suspend  the  exercisability  of the  Rights  until the  expiration  of the
     Substitution Period in order to seek any authorization of additional shares
     and/or to decide the  appropriate  form of distribution to be made pursuant
     to such second sentence and to determine the value thereof. In the event of
     any such suspension,  the Company shall issue a public announcement stating
     that the  exercisability of the Rights has been temporarily  suspended,  as
     well as a public  announcement  at such time as the suspension is no longer
     in effect. For purposes of this Section 11(a)(iii), the value of the Common
     Shares shall be the Current Per Share Market Price (as determined  pursuant
     to Section  11(d)(i)) on the date of the Flip-In Event and the per share or
     fractional value of any Common Stock  Equivalents  shall be deemed to equal
     the  Current  Per Share  Market  Price of the Common  Shares.  The Board of
     Directors  of the  Company  may,  but shall not be required  to,  establish
     procedures to allocate the right to receive  Common Shares upon exercise of
     the Rights among holders of Rights pursuant to this Section 11(a)(iii).

     (b) In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of  Preferred  Shares  entitling  them (for a
period expiring within 45 calendar days after such record date) to subscribe for
or purchase  Preferred Shares (or shares having the same rights,  privileges and
preferences  as  the  Preferred  Shares  ("Equivalent   Preferred  Shares"))  or
securities convertible into Preferred Shares or Equivalent Preferred Shares at a
price per Preferred Share or Equivalent  Preferred Share (or having a conversion
price per share, if a security  convertible  into Preferred Shares or Equivalent
Preferred  Shares)  less than the then  Current  Per Share  Market  Price of the
Preferred Shares (determined pursuant to Section 11(d)) 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 Preferred  Shares
and Equivalent  Preferred Shares outstanding on such record date plus the number
of Preferred Shares and Equivalent Preferred Shares which the aggregate offering
price of the total number of Preferred Shares and/or Equivalent Preferred Shares
so to  be  offered  (and/or  the  aggregate  initial  conversion  price  of  the
convertible  securities so to be offered)  would purchase at such current market
price and the  denominator of which shall be the number of Preferred  Shares and
Equivalent  Preferred Shares  outstanding on such record date plus the number of
additional Preferred Shares and/or Equivalent Preferred Shares to be offered for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially  convertible);  provided,  however, that in no event shall
the  consideration  to be paid upon the  exercise  of one Right be less than the


                                       18
<PAGE>

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

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

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


                                       19
<PAGE>

     of (A) a dividend or  distribution  on such  Security  payable in shares of
     such  Security  or  securities  convertible  into such  shares,  or (B) any
     subdivision,  combination or reclassification of such Security and prior to
     the  expiration  of 30  Trading  Days after the  ex-dividend  date for such
     dividend  or  distribution,  or  the  record  date  for  such  subdivision,
     combination or  reclassification,  then, and in each such case, the Current
     Per Share  Market  Price  shall be  appropriately  adjusted  to reflect the
     current  market price per share  equivalent of such  Security.  The closing
     price for each day shall be the last sale price,  regular  way, or, in case
     no such sale takes  place on such day,  the  average of the closing bid and
     asked  prices,  regular  way, in either  case as reported in the  principal
     consolidated transaction reporting system with respect to securities listed
     or admitted to trading on the New York Stock  Exchange  or, if the Security
     is not listed or  admitted  to trading on the New York Stock  Exchange,  as
     reported in the principal  consolidated  transaction  reporting system with
     respect to securities listed on the principal national  securities exchange
     on which the  Security is listed or admitted to trading or, if the Security
     is not listed or admitted to trading on any national  securities  exchange,
     the last quoted price or, if not so quoted, the average of the high bid and
     low asked prices on NASDAQ or in the  over-the-counter  market, as reported
     by NASDAQ or such  other  system  then in use,  or, if on any such date the
     Security is not quoted by any such organization, the average of the closing
     bid and asked prices as furnished by a  professional  market maker making a
     market in the  Security  selected by the Board of Directors of the Company.
     The term  "Trading  Day" shall mean a day on which the  principal  national
     securities  exchange on which the Security is listed or admitted to trading
     is open for the  transaction  of business or, if the Security is not listed
     or admitted to trading on any national securities exchange, a Business Day.

          (ii) For the purpose of any  computation  hereunder,  if the Preferred
     Shares are publicly  traded,  the  "Current Per Share Market  Price" of the
     Preferred  Shares shall be  determined  in  accordance  with the method set
     forth in Section 11(d)(i).  If the Preferred Shares are not publicly traded
     but the Common  Shares are publicly  traded,  the "Current Per Share Market
     Price" of the Preferred  Shares shall be conclusively  deemed to be no more
     than the Current Per Share Market Price of the Common  Shares as determined
     pursuant to Section 11(d)(i)  multiplied by 100 (appropriately  adjusted to
     reflect any stock split, stock dividend or similar transaction with respect
     to shares of Common Stock of the Company  occurring after the date hereof),
     with such  adjustment  to such price as is  determined in good faith by the
     Board of  Directors  to take into account the  differences  between  Common
     Shares and Preferred Shares (including, without limitation,  differences in


                                       20
<PAGE>

     voting rights).  If neither the Common Shares nor the Preferred  Shares are
     publicly  held or so listed or traded,  "Current  Per Share  Market  Price"
     shall  mean the fair  value per share as  determined  in good  faith by the
     Board of Directors of the Company,  whose  determination shall be described
     in a statement filed with the Rights Agent.

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

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

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

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

     (i) The  Company  may elect on or after the date of any  adjustment  of the
Purchase  Price  pursuant to Sections 11(b) or 11(c) hereof to adjust the number
of  Rights,   in   substitution   for  any  adjustment  in  the  number  of  one
one-hundredths  of a Preferred Share  purchasable  upon the exercise of a Right.
Each of the Rights  outstanding  after such  adjustment  of the number of Rights
shall be exercisable for the number of one  one-hundredths  of a Preferred Share
for which a Right was exercisable  immediately  prior to such  adjustment.  Each


                                       21
<PAGE>

Right held of record  prior to such  adjustment  of the  number of Rights  shall
become that number of Rights (calculated to the nearest one thousandth) obtained
by dividing the Purchase Price in effect  immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect  immediately  after adjustment of
the Purchase Price. The Company shall make a public announcement of its election
to adjust the number of Rights,  indicating the record date for the  adjustment,
and, if known at the time, the amount of the adjustment to be made.  This record
date  may be the  date on  which  the  Purchase  Price  is  adjusted  or any day
thereafter,  but, if the 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  may,  as  promptly  as  practicable,  cause to be
distributed to holders of record of Right Certificates on such record date Right
Certificates evidencing,  subject to Section 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment,  or, at the
option of the Company,  shall cause to be  distributed to such holders of record
in substitution and replacement for the Right  Certificates held by such holders
prior to the date of adjustment,  and upon surrender thereof, if required by the
Company, new Right certificates  evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued,  executed and  countersigned  in the manner provided for herein
and  shall  be  registered  in the  names  of the  holders  of  record  of Right
Certificates on the record date specified in the public announcement.

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

     (k) Before  taking any action that would cause an  adjustment  reducing the
Purchase Price below the then par value, if any, of the Preferred  Shares or any
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
non-assessable  Preferred Shares or other such shares at such adjusted  Purchase
Price.

     (l) In any case in which this Section 11 shall  require that an  adjustment
in the  Purchase  Price be made  effective  as of a record  date for a specified
event, the Company may elect to defer until the occurrence of such event issuing
to the holder of any Right  exercised  after such record  date of the  Preferred
Shares and other capital stock or  securities of the Company,  if any,  issuable


                                       22
<PAGE>

upon such exercise  over and above the Preferred  Shares and other capital stock
or securities of the Company,  if any,  issuable upon such exercise on the basis
of the Purchase  Price in effect prior to such  adjustment;  provided,  however,
that the Company  shall  deliver to such holder a due bill or other  appropriate
instrument evidencing such holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

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

     (n)  Anything in this  Agreement to the  contrary  notwithstanding,  in the
event  that at any  time  after  the  date of this  Agreement  and  prior to the
Distribution  Date,  the Company  shall (i)  declare or pay any  dividend on the
Common Shares payable in Common Shares or (ii) effect a subdivision, combination
or consolidation of the Common Shares (by  reclassification or otherwise than by
payment of dividends in Common Shares) into a greater or lesser number of Common
Shares, then in each such case, the number of Rights associated with each Common
Share  then   outstanding,   or  issued  or  delivered   thereafter,   shall  be
proportionately adjusted so that the number of Rights thereafter associated with
each Common Share  following  any such event shall equal the result  obtained by
multiplying the number of Rights  associated with each Common Share  outstanding
immediately  prior to the  occurrence of the event and the  denominator of which
shall be the total number of Common Shares outstanding immediately following the
occurrence  of such event.  The Company  agrees  that,  after the earlier of the
Distribution  Date or the  Shares  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  any  time  such  action  is  taken  it is  reasonably
foreseeable  that such action  will  diminish  substantially  or  eliminate  the
benefits intended to be afforded by the Rights.

     Section 12.  Certificate  of Adjusted  Purchase  Price or Number of Shares.
Whenever  an  adjustment  is made as  provided  in Section 11 or 13 hereof,  the
Company shall promptly (a) prepare a certificate  setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the  Rights  Agent  and with each  transfer  agent for the  Common  Shares,  the
Convertible  Shares, and the Preferred Shares a copy of such certificate and (c)
mail a brief summary thereof to each holder of a Right Certificate in accordance


                                       23
<PAGE>

with  Section 25 hereof (if so required  under  Section 25  hereof).  The Rights
Agent shall be fully  protected  in relying on any such  certificate  and on any
adjustment  therein  contained and shall not be deemed to have knowledge of such
adjustment unless and until it shall have received such certificate.

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

     (a) In the  event  that,  directly  or  indirectly,  at any time  after the
Flip-In Event, (i) the Company shall  consolidate with, or 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 Shares shall be changed
into or exchanged  for stock or other  securities of any other Person (or of the
Company)  or cash or any other  property,  or (iii) the  Company  shall  sell or
otherwise  transfer (or one or more of its Subsidiaries  shall sell or otherwise
transfer), in one or more transactions,  assets or earning power aggregating 50%
or more of the  assets or  earning  power of the  Company  and its  Subsidiaries
(taken as a whole) to any other Person (other than the Company or one or more of
its wholly-owned  Subsidiaries),  then, and in each such case,  proper provision
shall be made so that:  (A) each holder of a Right (other than Rights which have
become void  pursuant to Section 3A hereof) shall  thereafter  have the right to
receive,  upon the  exercise  thereof at the then  current  Purchase  Price,  in
accordance  with the terms of this Agreement and in lieu of Preferred  Shares or
Common  Shares of the  Company,  such number of validly  authorized  and issued,
fully paid,  non-assessable  and freely  tradable Common Shares 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 then current  Purchase  Price by 50% of the
then Current Per Share Market Price of the Common Shares 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 then
current  Purchase Price and the number of Common Shares 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  Shares of the  Principal  Party  after the
occurrence of such consolidation,  merger, sale or transfer;  (B) such Principal
Party  shall  thereafter  be liable  for,  and shall  assume,  by virtue of such
consolidation,  merger, sale or transfer,  all the obligations and duties of the
Company  pursuant to this Agreement;  (C) the term "Company" shall thereafter be
deemed to refer to such Principal Party; and (D) such Principal Party shall take
such steps  (including,  but not limited  to, the  reservation  of a  sufficient
number of its Common Shares 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 its Common Shares 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,


                                       24
<PAGE>

warrants  and other  property  which such  holder  would have been  entitled  to
receive had such holder, at the time of the transaction,  owned Common Shares of
the Principal Party receivable upon exercise of a Right pursuant to this Section
13(a),  and such  Principal  Party  shall  take such steps  (including,  but not
limited to  reservation  of shares of stock) as may be  necessary  to permit the
subsequent  exercise of the Rights in accordance  with the terms hereof for such
cash, shares, rights, warrants, and other property.

     (b) "Principal Party" shall mean:

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

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

provided,  however,  that in any such case  described  in the  foregoing  clause
(b)(i) or  (b)(ii),  if the Common  Shares of such Person is not at such time or
has not been  continuously  over the preceding  12-month period registered under
Section 12 of the Exchange  Act, then (1) if such Person is a direct or indirect
Subsidiary  of  another  Person  the  Common  Shares of which is and has been so
registered,  the term "Principal Party" shall refer to such other Person, or (2)
if such Person is a Subsidiary, directly or indirectly, of more than one Person,
the  Common  Shares  of all of  which is and has  been so  registered,  the term
"Principal  Party"  shall refer to  whichever  of such  Persons is the issuer of
Common Shares having the greatest aggregate market value of shares  outstanding,


                                       25
<PAGE>

or (3) if such  Person is owned,  directly  or  indirectly,  by a joint  venture
formed by two or more Persons that are not owned, directly or indirectly, by the
same  Person,  the rules set forth in clauses  (1) and (2) above  shall apply to
each of the owners  having an interest in the venture as if the Person  owned by
the joint venture was a Subsidiary of both or all of such joint  venturers,  and
the Principal  Party in each such case shall bear the  obligations  set forth in
this  Section 13 in the same ratio as its  interest in such Person  bears to the
total of such interests.

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

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

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

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



                                       26
<PAGE>

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

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

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

     Section 14. Fractional Rights and Fractional Shares.

     (a) The Company  shall not be required to issue  fractions  of Rights or to
distribute Right Certificates which evidence  fractional Rights. In lieu of such
fractional  Rights,  there shall be paid to the registered  holders of the Right
Certificates  with regard to which such  fractional  Rights  would  otherwise be
issuable,  an amount in cash equal to the same  fraction of the  current  market


                                       27
<PAGE>

value of a whole  Right.  For the purposes of this  Section  14(a),  the current
market  value of a whole Right shall be the closing  price of the Rights for the
Trading Day immediately  prior to the date on which such fractional Rights would
have been  otherwise  issuable.  The closing price for any day shall be the last
sale price,  regular  way, or, in case no such sale takes place on such day, the
average of the  closing  bid and asked  prices,  regular  way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities  listed or admitted to trading on the New York Stock  Exchange or,
if the  Rights  are not  listed or  admitted  to  trading  on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national  securities exchange
on which the Rights are listed or  admitted to trading or, if the Rights are not
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the NASDAQ or in the over-the-counter market, as reported by NASDAQ or
such other  system then in use or, if on any such date the Rights are not quoted
by any such  organization,  the average of the  closing bid and asked  prices as
furnished by a professional  market maker making a market in the Rights selected
by the Board of  Directors  of the  Company.  If on any such date no such market
maker is making a market in the  Rights,  the fair  value of the  Rights on such
date as  determined in good faith by the Board of Directors of the Company shall
be used.

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

     (c) The Company  shall not be required to issue  fractions of Common Shares
or to distribute  certificates which evidence  fractional Common Shares upon the
exercise or exchange of Rights.  In lieu of such fractional  Common Shares,  the
Company  shall pay to the  registered  holders  of the Right  Certificates  with


                                       28
<PAGE>

regard to which such  fractional  Common  Shares would  otherwise be issuable an
amount in cash equal to the same  fraction  of the current  market  value of one
Common Share (as  determined  in  accordance  with Section 14(a) hereof) for the
Trading Day immediately prior to the date of such exercise or exchange.

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

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

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

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

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

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


                                       29
<PAGE>

Right  Certificates or the Eligible Share  certificate made by anyone other than
the Company or the Rights  Agent) for all purposes  whatsoever,  and neither the
Company nor the Rights Agent,  subject to Section 7(e), shall be affected by any
notice to the contrary.

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

     Section 18. Concerning the Rights Agent.

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

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

     (b) The Company  agrees to indemnify and to hold the Rights Agent  harmless
against any loss,  liability,  damage or expense (including  reasonable fees and
expenses of legal counsel)  which the Rights Agent may incur  resulting from its
actions as Rights Agent pursuant to this Rights  Agreement;  provided,  however,
that the Rights Agent shall not be  indemnified or held harmless with respect to
any such loss,  liability,  damage or expense  incurred by the Rights Agent as a
result  of,  or  arising  out of,  its own  negligence,  bad  faith  or  willful


                                       30
<PAGE>

misconduct.  In no case shall the Company be liable with  respect to any action,
proceeding, suit or claim against the Rights Agent unless the Rights Agent shall
have notified the Company, by letter or by facsimile confirmed by letter, of the
assertion of any action,  proceeding,  suit or claim  against the Rights  Agent,
promptly  after the Rights  Agent shall have notice of any such  assertion of an
action, proceeding,  suit or claim or have been served with the summons or other
first legal process giving information as to the nature and basis of the action,
proceeding,  suit or claim.  The Company shall be entitled to participate at its
own expense in the defense of any such action,  proceeding,  suit or claim, and,
if the  Company so elects,  the  Company  shall  assume the  defense of any such
action,  proceeding,  suit or claim.  In the event that the Company assumes such
defense, the Company shall not thereafter be liable for the fees and expenses of
any  additional  counsel  retained by the Rights  Agent,  so long as the Company
shall retain counsel  satisfactory  to the Rights Agent,  in the exercise of its
reasonable  judgment,  to defend such  action,  proceeding,  suit or claim.  The
Rights Agent agrees not to settle any litigation in connection  with any action,
proceeding, suit or claim with respect to which it may seek indemnification from
the Company without the prior written consent of the Company.

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

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

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


                                       31
<PAGE>

name;  and in all such cases such Right  Certificates  shall have the full force
provided in the Right Certificates and in this Agreement.

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

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

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

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

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

     (e) The Rights  Agent shall not be under any  responsibility  in respect of
the validity of this Agreement or the execution and delivery  hereof (except the
due  execution  hereof by the Rights  Agent) or in respect  of the  validity  or
execution of any Right Certificate (except its  countersignature  thereof);  nor
shall it be  responsible  for any  breach  by the  Company  of any  covenant  or
condition contained in this Agreement or in any Right Certificate;  nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights  becoming  void  pursuant to Section 3A hereof) or any  adjustment in the
terms of the  Rights  provided  for in  Section  3,  11,  13,  23 or 24,  or the
ascertaining  of the  existence  of facts that would  require any such change or
adjustment  (except with  respect to the  exercise of Rights  evidenced by Right
Certificates  after receipt of a certificate  furnished  pursuant to Section 12,
describing  such change or  adjustment);  nor shall it by any act  hereunder  be


                                       32
<PAGE>

deemed  to make  any  representation  or  warranty  as to the  authorization  or
reservation of any Preferred Shares or other securities to be issued pursuant to
this Agreement or any Right  Certificate  or as to whether any Preferred  Shares
will,  when  issued,   be  validly   authorized  and  issued,   fully  paid  and
non-assessable.

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

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

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

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

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

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


                                       33
<PAGE>

or certified mail, and,  following the Distribution  Date, to the holders of the
Right  Certificates by first-class mail. The Company may remove the Rights Agent
or any  successor  Rights Agent upon 30 days'  notice in writing,  mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent  of  the  Common  Shares,  Convertible  Shares,  or  Preferred  Shares  by
registered  or certified  mail,  and,  following the  Distribution  Date, to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting,  the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment  within a period of 30 days after giving notice of such removal
or after it has been  notified in writing of such  resignation  or incapacity by
the  resigning  or  incapacitated  Rights  Agent  or by the  holder  of a  Right
Certificate  (who shall,  with such  notice,  submit his Right  Certificate  for
inspection by the Company),  then the registered holder of any Right Certificate
may apply to any court of competent  jurisdiction  for the  appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the laws
of the  United  States  or the laws of any  state of the  United  States  or the
District of  Columbia,  in good  standing,  having an office in the State of New
York,  Pennsylvania or Florida,  which is authorized under such laws to exercise
corporate  trust or stock  transfer  powers  and is subject  to  supervision  or
examination  by  federal  or state  authority  and  which has at the time of its
appointment  as Rights  Agent a  combined  capital  and  surplus of at least $50
million. After appointment,  the successor Rights Agent shall be vested with the
same powers,  rights,  duties and  responsibilities as if it had been originally
named as Rights Agent without  further act or deed; but the  predecessor  Rights
Agent shall deliver and transfer to the  successor  Rights Agent any property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment  the Company shall file notice  thereof in writing
with the  predecessor  Rights Agent and each transfer agent of the Common Shares
or Preferred Shares,  and following the Distribution Date, mail a notice thereof
in writing to the registered holders of the Right Certificates.  Failure to give
any notice  provided for in this  Section 21,  however,  or any defect  therein,
shall not affect the legality or validity of the  resignation  or removal of the
Rights Agent or the  appointment of the successor  Rights Agent, as the case may
be.

     Section 22. Issuance of New Right Certificates.  Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary,  the Company may,
at its option,  issue new Right  Certificates  evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
purchasable under the Rights  Certificate made in accordance with the provisions
of this  Agreement.  In  addition,  in  connection  with the issuance or sale of
Common Shares following the Distribution  Date and prior to the Expiration Date,
the Company (A) shall, with respect to Common Shares of the Company so issued or
sold  pursuant to the exercise of stock  options or under any  employee  plan or
arrangement, or upon the exercise,  conversion or exchange of securities,  notes
or debentures issued by the Company currently  outstanding or issued at any time


                                       34
<PAGE>

in the  future  by the  Company,  and (B) may,  in any  other  case,  if  deemed
necessary or appropriate  by the Board of Directors of the Company,  issue Right
Certificates  representing  the appropriate  number of Rights in connection with
such issuance or sale;  provided,  however,  that (i) no such Right  Certificate
shall be issued  and this  sentence  shall be null and void ab initio if, and to
the extent that such issuance or this sentence  would create a significant  risk
of or result in a material adverse tax consequences to the Company or the Person
to whom such Right  Certificate  would be issued or would  create a  significant
risk of or result in such options, or employee plans, or arrangements failing to
qualify for otherwise  available  special tax treatment,  and (ii) no such Right
Certificate shall be issued if, and to the extent that, appropriate  adjustments
shall otherwise have been made in lieu of the issuance thereof.

     Section 23. Redemption.

     (a) The Board of  Directors  of the  Company  may, at any time prior to the
Flip-In Event, redeem all but not less than all the then outstanding Rights at a
redemption price of $.001 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction  occurring in respect of the Common
Shares after the date hereof (such redemption price being  hereinafter  referred
to as the  "Redemption  Price").  The  redemption  of the Rights by the Board of
Directors  may be made  effective  at such  time,  on such  basis  and with such
conditions as the Board of Directors in its sole  discretion may establish.  The
Company, at its option, may pay the Redemption Price either in cash or in Common
Shares,  or such  other  form of  consideration  the Board of  Directors  of the
Company shall determine.

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


                                       35
<PAGE>

in the manner herein provided shall be  conclusively  presumed to have been duly
given,  whether  or not the holder of Rights  received  such  notice.  Each such
notice  of  redemption  will  state  the  method  by which  the  payment  of the
Redemption Price will be made.

     Section 24. Exchange.

     (a) The Board of Directors  of the Company may, at its option,  at any time
after  the  Flip-In  Event,  exchange  all or part of the then  outstanding  and
exercisable  Rights  (which  shall not  include  Rights  that have  become  void
pursuant  to the  provisions  of  Section 3A  hereof)  for  Common  Shares at an
exchange ratio of one Common Share per Right,  appropriately adjusted to reflect
any stock split, stock dividend or similar  transaction  occurring in respect of
the Common Shares after the date hereof (such amount per Right being hereinafter
referred to as the "Exchange Ratio").  Notwithstanding the foregoing,  the Board
of Directors  shall not be  empowered to effect such  exchange at any time after
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 Shares then outstanding.

     (b)  Immediately  upon the action of the Board of  Directors of the Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24
and  without any  further  action and without any notice,  the right to exercise
such Rights shall  terminate  and the only right  thereafter of a holder of such
Rights shall be to receive  that number of Common  Shares equal to the number of
such Rights held by such holder  multiplied by the Exchange  Ratio.  The Company
shall promptly give public notice of any such exchange;  provided, however, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange.  The Company promptly shall mail a notice of any such exchange
to all of the holders of the Rights so exchanged at their last addresses as they
appear upon the registry  books of the Rights Agent.  Any notice which is mailed
in the manner herein  provided shall be deemed given,  whether or not the holder
receives the notice. Each such notice of exchange will state the method by which
the exchange of the Common  Shares for Rights will be effected and, in the event
of any  partial  exchange,  the number of Rights  which will be  exchanged.  Any
partial exchange shall be effected pro rata based on the number of Rights (other
than  Rights  which have become void  pursuant to the  provisions  of Section 3A
hereof) held by each holder of Rights.

     (c) In the event that there shall not be  sufficient  Common  Shares issued
but not  outstanding or authorized but unissued to permit any exchange of Rights
as  contemplated  in accordance with this Section 24, the Company shall take all
such  action as may be  necessary  to  authorize  additional  Common  Shares for
issuance upon exchange of the Rights. In the event the Company shall, after good
faith effort, be unable to take all such action as may be necessary to authorize
such additional  Common Shares,  the Company shall  substitute,  for each Common
Share that would  otherwise be issuable  upon  exchange of a Right,  a number of
Preferred Share (or Equivalent  Preferred  Shares) or fraction thereof such that


                                       36
<PAGE>

the  Current  Per Share  Market  Price of one  Preferred  Share  (or  Equivalent
Preferred Shares)  multiplied by such number or fraction is equal to the Current
Per Share  Market  Price of one Common  Share as of the date of issuance of such
Preferred Shares or fraction thereof.

     Section 25. Notice of Certain Events.

     (a) In case  the  Company  shall  at any  time  after  the  earlier  of the
Distribution Date or the Shares Acquisition Date propose (i) to pay any dividend
payable in stock of any class to the holders of its Preferred  Shares or to make
any other  distribution  to the holders of its  Preferred  Shares  (other than a
regular quarterly cash dividend),  (ii) to offer to the holders of its Preferred
Shares  rights or  warrants  to  subscribe  for or to  purchase  any  additional
Preferred Shares or shares of stock of any class or any other securities, rights
or options,  (iii) to effect any reclassification of its Preferred Shares (other
than a  reclassification  involving  only  the  subdivision  or  combination  of
outstanding  Preferred Shares),  (iv) to effect any consolidation or merger into
or with,  or to effect any sale or other  transfer  (or to permit one or more of
its  subsidiaries  to  effect  any  sale  or  other  transfer),  in one or  more
transactions,  of 50% or more of the assets or earning  power of the Company and
its  Subsidiaries  (taken as a whole)  to, any other  Person,  (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any  dividend  on the  Common  Shares  payable  in Common  Shares or to effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of dividends in Common  Shares),
then,  in each such  case,  the  Company  shall  give to each  holder of a Right
Certificate,  in  accordance  with Section 26 hereof,  a notice of such proposed
action, which shall specify the record date for the purposes of such dividend or
offering  of rights or  warrants,  or the date on which  such  reclassification,
consolidation,  merger, sale, transfer, liquidation,  dissolution, or winding up
is to take place and the date of  participation  therein  by the  holders of the
Common Shares and/or Preferred Shares, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least 10 days prior to the record date for  determining  holders of the
Preferred Shares for purposes of such action,  and in the case of any such other
action, at least 10 days prior to the date of the taking of such proposed action
or the date of participation  therein by the holders of the Common Shares of the
Company and/or Preferred Shares, whichever shall be the earlier.

     (b) In case the event set forth in Section  11(a)(ii)  or Section 13 hereof
shall occur,  then the Company shall as soon as practicable  thereafter  give to
each holder of a Right  Certificate (or if occurring  prior to the  Distribution
Date, the holders of Eligible  Shares),  in accordance with Section 26 hereof, a
notice of the  occurrence of such event,  which notice shall describe such event
and the consequences of such event to holders of Rights under Section  11(a)(ii)
and Section 13 hereof.



                                       37
<PAGE>

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

                           CryoLife, Inc.
                           Suite 142
                           2211 New Market Parkway
                           Marietta, Georgia 30067
                           Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof,  any notice or demand authorized
by this  Agreement  to be given or made by the  Company  or by the holder of any
Right Certificate (or, prior to the Distribution  Date, of the Common Shares) 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:

                           American Stock Transfer & Trust Company
                           59 Maiden Lane
                           New York, NY 10038
                           Attn:  Corporate Vice President

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

     Section 27.  Supplements and Amendments.  The Company may from time to time
supplement  or amend this  Agreement  without  the  approval  of any  holders of
Rights,  by action of its board of directors in order (i) to cure any ambiguity,
(ii) to  correct or  supplement  any  provision  contained  herein  which may be
defective or inconsistent with any other provisions herein,  (iii) to shorten or
lengthen  any  time  period  hereunder,  or (iv) to  change  or  supplement  the
provisions  hereunder  in any manner  which the  Company may deem  necessary  or
desirable,  including,  without  limitation,  to change the Purchase Price,  the
Redemption Price, any time periods herein specified,  and any other term hereof,
any such  supplement  or amendment  to be  evidenced by a writing  signed by the
Company and the Rights Agent.  Notwithstanding  anything to the contrary herein,
from and after the earlier of (a) such time as any Person  becomes an  Acquiring
Person, or (b) the Distribution Date, this Agreement shall not be amended in any


                                       38
<PAGE>

manner  which  would  adversely  affect the  interests  of the holders of Rights
(other than the interests of an Acquiring Person or an Affiliate or Associate of
an Acquiring Person).

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

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

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

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

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



                                       39
<PAGE>

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

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

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

                                         CRYOLIFE, INC.


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                         Date:
                                              ----------------------------------

                                         AMERICAN STOCK TRANSFER & TRUST
                                          COMPANY


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                         Date:
                                              ----------------------------------





                                       40
<PAGE>



<TABLE>
<CAPTION>
                                     TABLE OF CONTENTS

<S>                                                                                       <C>
                                                                                          PAGE


Section 1.  Certain Definitions...............................................................2
            -------------------


Section 2.  Appointment of Rights Agent.......................................................8
            ---------------------------


Section 3.  Issue of Right Certificates.......................................................8
            ---------------------------


Section 3A  Termination of Rights of Acquiring Person, Etc...................................10
            -----------------------------------------------


Section 4.  Form of Right Certificates.......................................................10
            --------------------------


Section 5.  Countersignature and Registration................................................11
            ---------------------------------


Section 6.  Transfer, Split Up, Combination and Exchange of Right Certificates;
            -------------------------------------------------------------------
                Mutilated, Destroyed, Lost or Stolen Right Certificates......................11
                -------------------------------------------------------


Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights....................12
            -------------------------------------------------------------


Section 8.  Cancellation and Destruction of Right Certificates...............................14
            --------------------------------------------------


Section 9.  Availability of Preferred Shares.................................................14
            --------------------------------


Section 10.  Preferred Shares Record Date....................................................15
             ----------------------------


Section 11.  Adjustment of Purchase Price, Number of Shares or Number of Rights..............16
             ------------------------------------------------------------------


Section 12.  Certificate of Adjusted Purchase Price or Number of Shares......................23
             ----------------------------------------------------------


Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power............24
             --------------------------------------------------------------------
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                       <C>

                                                                                          PAGE

Section 14.  Fractional Rights and Fractional Shares.........................................27
             ---------------------------------------


Section 15.  Rights of Action................................................................29
             ----------------


Section 16.  Agreement of Right Holders......................................................29
             ---------------------------


Section 17.  Right Certificate Holder Not Deemed a Stockholder...............................30
             -------------------------------------------------


Section 18.  Concerning the Rights Agent.....................................................30
             ---------------------------


Section 19.  Merger or Consolidation or Change of Name of Rights Agent.......................31
             ---------------------------------------------------------


Section 20.  Duties of Rights Agent..........................................................32
             ----------------------


Section 21.  Change of Rights Agent..........................................................33
             ----------------------


Section 22.  Issuance of New Right Certificates..............................................34
             ----------------------------------


Section 23.  Redemption......................................................................35
             ----------


Section 24.  Exchange........................................................................36
             --------


Section 25.  Notice of Certain Events........................................................37
             ------------------------


Section 26.  Notices.........................................................................38
             -------


Section 27.  Supplements and Amendments......................................................38
             --------------------------


Section 28.  Successors......................................................................39
             ----------


Section 29.  Benefits of this Agreement......................................................39
             --------------------------


Section 30.  Determinations and Actions by the Board of Directors............................39
             ----------------------------------------------------
</TABLE>


                                       ii
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                       <C>

                                                                                          PAGE

Section 31.  Severability....................................................................39
             ------------


Section 32.  Governing Law...................................................................39
             -------------


Section 33.  Counterparts....................................................................40
             ------------


Section 34.  Descriptive Headings............................................................40
             --------------------


EXHIBIT A...................................................................................A-1
---------


EXHIBIT B...................................................................................B-1
---------


EXHIBIT C...................................................................................C-1
---------
</TABLE>





                                      iii
<PAGE>

                                                                       EXHIBIT A


             TERMS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       of
                                  CRYOLIFE, INC
                               ------------------

"(c) There shall be a series of Preferred  Stock,  par value $.01 per share,  of
the Corporation with the following designated number of shares, relative rights,
preferences, and limitations thereof:

     (1) Designation  and Amount.  The shares of such series shall be designated
as "Series A Junior  Participating  Preferred  Stock"  (the  "Series A Preferred
Stock") and the number of shares constituting the Series A Preferred Stock shall
be two million  (2,000,000)  shares of the five million  (5,000,000)  authorized
preferred shares.  The two million  (2,000,000)  Series A Preferred Stock shares
shall be reserved for issuance in connection with the exercise of certain rights
granted  pursuant to a First  Amended and  Restated  Rights  Agreement,  amended
effective as of November 23, 2005, by and between the  Corporation  and American
Stock  Transfer & Trust  Company,  as Rights  Agent  thereunder.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  that no  decrease  shall  reduce  the  number  of  shares of Series A
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares  reserved  for issuance  upon the  exercise of  outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

     (2) Dividends and Distributions.

     (A)  Subject  to the  rights of the  holders of any shares of any series of
Preferred  Stock (or any similar stock) ranking prior and superior to the Series
A Preferred  Stock with respect to dividends,  the holders of shares of Series A
Preferred  Stock,  in preference to the holders of Common Stock,  par value $.01
per share (the  "Common  Stock"),  of the  Corporation,  and of any other junior
stock,  shall be entitled to receive,  when,  as and if declared by the Board of
Directors out of funds legally  available for the purpose,  quarterly  dividends
payable in cash on the first day of March, June,  September and December in each
year (each such date being referred to herein as a "Quarterly  Dividend  Payment
Date"),  commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction  of a share of Series A Preferred  Stock,  in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment  hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 10 times the aggregate
per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other


                                       A-1
<PAGE>

distributions,  other  than a dividend  payable  in shares of Common  Stock or a
subdivision of the outstanding  shares of Common Stock (by  reclassification  or
otherwise),  declared  on the  Common  Stock  since  the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance of any share or fraction of a share of
Series A Preferred  Stock. In the event the Corporation  shall at any time after
issuance of Series A Preferred  Stock  declare or pay any dividend on the Common
Stock payable in shares of Common Stock,  or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by  reclassification
or  otherwise  than by payment of a dividend  in shares of Common  Stock) into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount to which  holders of shares of Series A  Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction,  the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B) The Corporation  shall declare a dividend or distribution on the Series
A Preferred  Stock as  provided  in  paragraph  (A) above  immediately  after it
declares a dividend or  distribution  on the Common Stock (other than a dividend
payable in shares of Common  Stock);  provided that, in the event no dividend or
distribution  shall have been  declared  on the Common  Stock  during the period
between any Quarterly  Dividend  Payment Date and the next subsequent  Quarterly
Dividend  Payment  Date, a dividend of $1.00 per share on the Series A Preferred
Stock  shall  nevertheless  be payable  on such  subsequent  Quarterly  Dividend
Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A  Preferred  Stock  from the  Quarterly  Dividend  Payment  Date next
preceding  the date of issue of such  shares,  unless  the date of issue of such
shares is prior to the  record  date for the first  Quarterly  Dividend  Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such  shares,  or unless the date of issue is a  Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred  Stock entitled to receive a quarterly  dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Preferred  Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred  Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.



                                       A-2
<PAGE>

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

     (A) Subject to the provision for  adjustment  hereinafter  set forth,  each
share of Series A Preferred  Stock shall entitle the holder thereof to 100 votes
on all matters  submitted to a vote of the stockholders of the  Corporation.  In
the event the Corporation shall at any time after issuance of Series A Preferred
Stock  declare  or pay any  dividend  on the Common  Stock  payable in shares of
Common Stock,  or effect a subdivision or combination  or  consolidation  of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying  such number by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

     (B) Except as otherwise  provided  herein,  in any other document or filing
creating  a series of  Preferred  Stock or any  similar  stock,  or by law,  the
holders  of shares  of Series A  Preferred  Stock and the  holders  of shares of
Common  Stock and any other  capital  stock of the  Corporation  having  general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of stockholders of the Corporation.

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

     (4) Certain Restrictions.

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

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

     (ii)  declare or pay  dividends,  or make any other  distributions,  on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred  Stock,  except dividends


                                       A-3
<PAGE>

paid ratably on the Series A Preferred  Stock and all such parity stock on which
dividends  are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

     (iii) redeem or purchase or otherwise acquire for  consideration  shares of
any  stock  ranking  junior  (either  as  to  dividends  or  upon   liquidation,
dissolution  or winding up) to the Series A Preferred  Stock,  provided that the
Corporation may at any time redeem,  purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon  dissolution,  liquidation or winding up)
to the Series A Preferred Stock; or

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

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

     (5) Reacquired  Shares. Any shares of Series A Preferred Stock purchased or
otherwise  acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation  become authorized but unissued shares of Preferred Stock and
may be  reissued  as part of a new  series of  Preferred  Stock  subject  to the
conditions and restrictions on issuance set forth herein,  in the Certificate of
Incorporation, or in any other document or filing creating a series of Preferred
Stock or any similar stock or as otherwise required by law.

     (6)   Liquidation,   Dissolution  or  Winding  Up.  Upon  any  liquidation,
dissolution or winding up of the Corporation,  no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation,  dissolution or winding up) to the Series A Preferred Stock unless,
prior  thereto,  the  holders of shares of Series A  Preferred  Stock shall have
received $1.00 per share,  plus an amount equal to accrued and unpaid  dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided  that the  holders  of  shares  of Series A  Preferred  Stock  shall be
entitled to receive an aggregate amount per share,  subject to the provision for
adjustment  hereinafter set forth, equal to 100 times the aggregate amount to be
distributed  per share to  holders  of shares  of  Common  Stock,  or (2) to the
holders of shares of stock  ranking on a parity  (either as to dividends or upon
liquidation,  dissolution  or  winding  up) with the Series A  Preferred  Stock,
except  distributions  made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled  upon such  liquidation,  dissolution  or winding up. In the
event the  Corporation  shall at any time after  issuance  of Series A Preferred
Stock  declare  or pay any  dividend  on the Common  Stock  payable in shares of
Common Stock,  or effect a subdivision or combination  or  consolidation  of the


                                       A-4
<PAGE>

outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

     (7)  Consolidation,  Merger,  etc. In case the Corporation shall enter into
any consolidation,  merger, combination or other transaction in which the shares
of Common Stock are  exchanged  for or changed  into other stock or  securities,
cash  and/or  any other  property,  then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate  amount of stock,  securities,  cash and/or any
other  property  (payable in kind),  as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of common stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth in
the  preceding  sentence  with  respect to the  exchange  or change of shares of
Series A  Preferred  Stock shall be  adjusted  by  multiplying  such amount by a
fraction,  the  numerator  of which is the  number of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event. In the event both this  subparagraph 7 and subparagraph 2 appear to apply
to a transaction, this subparagraph 7 will control.

     (8) No Redemption;  No Sinking Fund. The shares of Series A Preferred Stock
shall not be redeemable; provided, however, that the Corporation may purchase or
otherwise  acquire  outstanding  shares of Series A Preferred  Stock in the open
market or by offer to any  holder  or  holders  of shares of Series A  Preferred
Stock.  The  shares of Series A  Preferred  Stock  shall  not be  subject  to or
entitled to the operation of a retirement or sinking fund.

     (9) Rank.  The Series A Preferred  Stock shall  rank,  with  respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Corporation's  Preferred Stock, unless the Board of Directors
shall specifically  determine otherwise in fixing the powers,  preferences,  and
relative, participating, optional and other special rights of the shares of such
series and the qualifications, limitations and restrictions thereof.



                                       A-5
<PAGE>

     (10) Fractional Shares. The Series A Preferred Stock shall be issuable upon
exercise of the Rights issued  pursuant to the Rights  Agreement in whole shares
or in any  fraction  of a share  that  is one  one-hundredth  of a share  or any
integral multiple of such fraction which shall entitle the holder, in proportion
to such holders fractional shares, to receive dividends, exercise voting rights,
participate  in  distributions  and to have the  benefit of all other  rights of
holders  of  Series  A  Preferred  Stock.  In lieu  of  fractional  shares,  the
Corporation,  prior to the first issuance of a share or a fraction of a share of
Series A Preferred  Stock,  may elect (1) to make a cash  payment as provided in
the Rights Agreement for fractions of a share other than one  one-hundredth of a
share  or any  integral  multiple  thereof  or (2) to issue  depository  receipt
evidencing  such  authorized  fraction  of a share of Series A  Preferred  Stock
pursuant to an appropriate  agreement  between the  Corporation and a depository
selected by the Corporation; provided that such agreement shall provide that the
holders of such  depository  receipts shall have all the rights,  privileges and
preferences  to which they are  entitled  as  holders of the Series A  Preferred
Stock.

     (11) Amendment.  These Articles of Incorporation  of the Corporation  shall
not be amended in any manner which would  materially alter or change the powers,
preferences  or special  rights of the Series A Preferred  Stock so as to affect
them  adversely  without  the  affirmative  vote  of  the  holders  of at  least
two-thirds  of the  outstanding  shares  of  Series A  Preferred  Stock,  voting
together as a single class."




                                      A-6
<PAGE>



                                                                       EXHIBIT B


                            Form of Right Certificate

Certificate No. R-                                               ________ Rights

     NOT  EXERCISABLE  AFTER  NOVEMBER  23,  2015 OR  EARLIER IF  REDEMPTION  OR
     EXCHANGE  OCCURS.  THE RIGHTS ARE SUBJECT TO  REDEMPTION AT $.001 PER RIGHT
     AND TO  EXCHANGE  ON THE  TERMS SET FORTH IN THE  RIGHTS  AGREEMENT.  UNDER
     CERTAIN CIRCUMSTANCES,  AS SET FORTH IN THE RIGHTS AGREEMENT,  RIGHTS OWNED
     BY OR TRANSFERRED  TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING  PERSON (AS
     DEFINED IN THE RIGHTS  AGREEMENT)  AND CERTAIN  TRANSFEREES  THEREOF BECOME
     NULL AND VOID AND ARE NO LONGER TRANSFERABLE.

                                Right Certificate

                                 CRYOLIFE, 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 First Amended and Restated Rights Agreement, amended effective as of
     November 23, 2005 as the same may be amended from time to time (the "Rights
     Agreement"),   between,   CryoLife,   Inc.,  a  Florida   corporation  (the
     "Company"),  and American Stock Transfer & Trust Company,  as Rights Agent,
     (the "Rights  Agent"),  to purchase  from the Company at any time after the
     Distribution  Date (as such term is defined in the  Rights  Agreement)  and
     prior to 5:00 P.M.,  Atlanta,  Georgia  time,  on November  23, 2015 at the
     principal  office of the Rights Agent, or at the office of its successor as
     Rights Agent,  one  one-hundredth of a fully paid  non-assessable  share of
     Series A Junior  Participating  Preferred  Stock,  par value $.01 per share
     (the "Preferred Shares"), of the Company, at a purchase price of $33.33 per
     one-hundredth   of  a  Preferred   Share  (the  "Purchase   Price"),   upon
     presentation  and  surrender  of this  Right  Certificate  with the Form of
     Election to Purchase duly executed.  The number of Rights evidenced by this
     Right  Certificate  (and the number of one  one-hundredths  of a  Preferred


                                       B-1
<PAGE>

     Share 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
     November 23, 2005,  based on the Preferred  Shares as  constituted  at such
     date.  As  provided in the Rights  Agreement,  the  Purchase  Price and the
     number of one  one-hundredths  of a Preferred Share (or other securities or
     property)  which may be  purchased  upon the exercise of the Rights and the
     number of  Rights  evidenced  by this  Right  Certificate  are  subject  to
     modification and adjustment upon the happening of certain events.

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

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

          Subject  to  the  provisions  of  the  Rights  Agreement,  the  Rights
     evidenced  by this  Certificate  (i) may be  redeemed  by the  Company at a
     redemption price of $.001 per Right or (ii) may be exchanged in whole or in
     part for  Preferred  Shares or shares of the Company's  Common  Stock,  par
     value $.01 per share.



                                       B-2
<PAGE>

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

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

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

          WITNESS the facsimile  signature of the proper officers of the Company
     and its corporate seal. Dated as of _____________, 2___.

     ATTEST:                                     CRYOLIFE, INC.


                                                 By:
     ------------------------------------            ---------------------------

     Countersigned:

     AMERICAN STOCK TRANSFER
      & TRUST COMPANY


     By:
        ---------------------------------
              Authorized Signature



                                      B-3
<PAGE>


                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

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


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


     Dated: _______________________


                                                     ___________________________
                                                     Signature

     Signature Guaranteed:

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

     ______________________________________________

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


                                                     ___________________________
                                                     Signature


                                       B-4
<PAGE>


             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

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

To:  CryoLife, Inc.

          The    undersigned    hereby    irrevocably    elects   to    exercise
     _______________________  Rights  represented  by this Right  Certificate to
     purchase the Preferred  Shares (or other  securities or property)  issuable
     upon the exercise of such Rights and requests  that  certificates  for such
     Preferred Shares (or other 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 Right  Certificate for the balance  remaining of
     such Rights shall be registered in the name of and delivered to:

     Please insert social security
     or other identifying number

     _____________________________________________________________________
     (Please print name and address)

     _____________________________________________________________________

     Dated:  _______________________


                                                   _____________________________
                                                   Signature


                                      B-5
<PAGE>


     Signature Guaranteed:

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

             Form of Reverse Side of Right Certificate -- continued

                             _______________________

          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.




                                      B-6
<PAGE>


                                                                       EXHIBIT C


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


                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES


     Background.  On November 27, 1995,  CryoLife,  Inc. (the "Company") entered
into a Rights Agreement (the "Original  Rights  Agreement") with Chemical Mellon
Shareholder  Services  ("Chemical").   Chemical  was  subsequently  replaced  by
American  Stock  Transfer & Trust Company as the rights agent under the Original
Rights Agreement (the "Rights Agent").

     As of November __, 2005,  the Company and the Rights Agent entered into the
First  Amended and Restated  Rights  Agreement  (as the same may be amended from
time to time, the "Rights  Agreement"),  which amended and restated the Original
Rights Agreement effective as of 5:00 p.m. Eastern Standard Time on November 23,
2005. The Original Rights  Agreement was amended to extend the termination  date
thereof  until  November  23, 2015 and to making  other  changes.  The rights to
purchase  Preferred  Shares and other rights granted under the Rights  Agreement
are summarized below.

     Eligible Shares.  Each share of common stock, par value $.01 per share (the
"Common  Shares"),  of the Company  outstanding on December 11, 1995 (the "First
Record Date"),  is entitled to one right (a "Right"),  as defined in and subject
to the terms and conditions of the Rights Agreement. Under the Rights Agreement,
a Right  entitles  the  registered  holder  to  purchase  from the  Company  one
one-hundredth of a share of Series A Junior  Participating  Preferred Stock, par
value  $.01 per share (the  "Preferred  Shares"),  of the  Company at a price of
$33.33  per one  one-hundredth  of a  Preferred  Share (the  "Purchase  Price"),
subject to adjustment. Each share of Common Stock that becomes outstanding after
the First  Record  Date is also  entitled  to a Right,  subject to the terms and
conditions of the Original Rights Agreement.



                                       C-1
<PAGE>

     Each share of 6% Convertible Preferred Stock, par value $.01 per share (the
"Convertible  Shares") of the  Company  outstanding  on  November  23, 2005 (the
"Second Record  Date"),  is entitled to one Right for each share of Common Stock
into which the Convertible  Share is convertible as of the Distribution Date (as
defined in the Rights  Agreement),  subject to the terms and  conditions  of the
Rights  Agreement.  Each Convertible  Share that becomes  outstanding  after the
Second  Record  Date is also  entitled  to a Right,  subject  to the  terms  and
conditions of the Rights Agreement.

     Rights  Prior to a  Distribution  Date.  The Rights are  evidenced  by such
certificates  for  Eligible  Shares (or by book entry  account  with  respect to
uncertificated  Eligible  Shares)  until the  earlier  of (i) 10  business  days
following  a public  announcement  that a  person  or  group  of  affiliated  or
associated  persons  (with  certain  exceptions,  an  "Acquiring  Person")  have
acquired beneficial ownership of 15% or more of the outstanding Common Shares or
(ii) 10 business  days (or such later date as may be determined by action of the
Board of  Directors  prior to such  time as any  person  or group of  affiliated
persons  becomes  an  Acquiring   Person)  following  the  commencement  of,  or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such dates
being called the "Distribution Date").

     Until the Distribution Date (or earlier redemption, exchange, or expiration
of the Rights),  the Rights will be transferred  with and only with the Eligible
Shares.  Until the Distribution Date (or earlier redemption or expiration of the
Rights),  new  Eligible  Share  certificates  issued  after the Record Date upon
transfer  or  new   issuance  of  Eligible   Shares  will   contain  a  notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption,  exchange,  or expiration of the Rights),  the surrender for
transfer of any  certificates  for Eligible Shares  outstanding as of the Record
Date,  even  without  such  notation or a copy of this  Summary of Rights  being
attached  thereto,  will also  constitute the transfer of the Rights  associated
with the Eligible Shares represented by such certificate.

     Rights  Owned by an Acquiring  Person  (defined  above)  Become Void on the
Distribution  Date. The Rights  entitle  holders to acquire  company  securities
under defined  circumstances  after the Distribution  Date. Rights  beneficially
owned by an Acquiring  Person (and its Affiliates,  Associates,  and transferees
(collectively,  the "Acquiring Persons")),  however,  become void from and after
the time such persons become Acquiring  Persons,  and Acquiring  Persons have no
rights whatsoever under the Rights Agreement. The benefits of the Rights held by
shareholders  that are not  Acquiring  Persons  and that are not so  voided  are
described  below. All references to Rights that follow refer only to Rights held
by persons who are not Acquiring Persons.



                                       C-2
<PAGE>

     Rights  After a  Distribution  Date;  Expiration.  As  soon as  practicable
following the Distribution  Date,  separate  certificates  evidencing the Rights
("Right  Certificates")  will be mailed  to  holders  of record of the  Eligible
Shares as of the close of business on the  Distribution  Date and such  separate
Right  Certificates  will  evidence the Rights.  The Rights are not  exercisable
until the Distribution Date. The Rights will thereafter alone expire on November
23, 2015 (the "Final  Expiration  Date"),  unless the Final  Expiration  Date is
advanced or extended or unless the Rights are earlier  redeemed or  exchanged by
the Company,  in each case, as described below. Until a Right is exercised,  the
Right  confers no rights as a  stockholder  of the Company,  including,  without
limitation, the right to vote or to receive dividends.

     The  Rights  entitle  holders  to  purchase  Preferred  Shares  in  certain
circumstances. The Purchase Price payable, and the number of Preferred Shares 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 Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price  of the  Preferred  Shares  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends or  dividends  payable in
Preferred  Shares)  or of  subscription  rights or  warrants  (other  than those
referred  to  above).  The  number of  outstanding  Rights and the number of one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock dividend on the Common Shares
payable in Common Shares or subdivisions,  consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.

     Description  of  Preferred  Shares  Purchasable  Upon  Exercise  of Rights.
Preferred Shares purchasable upon exercise of the Rights will not be redeemable.
Each Preferred  Share will be entitled,  when, as and if declared,  to a minimum
preferential  quarterly dividend payment of $1.00 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation,  the holders of the Preferred  Shares will be entitled
to a minimum  preferential  liquidation  payment  of $1.00 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each  Preferred  Share  will have 100  votes,  voting  together  with the Common
Shares. Finally, in the event of any merger,  consolidation or other transaction
in which Common Shares are exchanged,  each Preferred  Share will be entitled to
receive  100 times the  amount  received  per  Common  Share.  These  rights are
protected by customary antidilution provisions.



                                       C-3
<PAGE>

     Because of the nature of the Preferred  Shares,  dividend,  liquidation and
voting rights, the value of the one one-hundredth  interest in a Preferred Share
purchasable  upon  exercise of each Right  should  approximate  the value of one
Common Share.

     Alternative  Ability to Exercise  Rights to Purchase  for Common  Shares at
Discount  to Market  Price.  In the event  that any  person or group  becomes an
Acquiring  Person,  each  holder of a Right  will  thereafter  have the right to
receive upon exercise of a Right, and in lieu of Preferred  Shares,  that number
of Common  Shares  having a market value of two times the exercise  price of the
Right.

     Alternative  Ability to Exercise  Right After Sale of the  Company.  In the
event that, after a person or group has become an Acquiring Person,  the Company
is acquired in a merger or other business combination transaction or 50% or more
of its consolidated  assets or earning power are sold,  proper provision will be
made so that each holder of a Right will  thereafter  have the right to receive,
upon the exercise of a Right,  and in lieu of Preferred  Shares or Common Shares
of the  Company,  that number of shares of common  stock of the person with whom
the Company has engaged in the foregoing transaction (or its parent) that at the
time of such  transaction  will have a market  value of two  times the  exercise
price of the Right.

     Company Ability to Exchange Rights for Common Shares. At any time after any
person or group becomes an Acquiring  Person and prior to the acquisition by any
person or group of 50% or more of the  outstanding  Common Shares,  the Board of
Directors  of the Company may exchange  the Rights,  in whole or in part,  at an
exchange ratio of one Common Share,  or a fractional  share of Preferred  Shares
(or other preferred  stock)  equivalent in value thereto,  per Right (subject to
adjustment).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price.

     No fractional  Preferred  Shares will be issued (other than fractions which
are integral  multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company,  be evidenced by  depository  receipts) and in lieu
thereof, an adjustment in cash will be made based on the current market price of
the Preferred Shares or the Common Shares.

     Company  Ability to Redeem Rights and Amend Rights  Agreement.  At any time
prior to the time an Acquiring  Person  becomes such,  the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right (the  "Redemption  Price") payable,  at the option of the Company,  in
cash,  Common  Shares  or such  other  form of  consideration  as the  Board  of
Directors of the Company shall  determine.  The  redemption of the Rights may be
made  effective at such time on such basis with such  conditions as the Board of
Directors in its sole discretion may establish.  Immediately upon any redemption
of the Rights,  the right to exercise  the Rights  will  terminate  and the only
right of the holders of Rights will be to receive the Redemption Price.



                                       C-4
<PAGE>

     The Company may amend the Rights Agreement in any manner;  provided,  after
(a) such time as a person  or group  becomes  an  Acquiring  Person,  or (b) the
Distribution  Date,  whichever is earlier,  the Company may not amend the Rights
Agreement in any manner that does adversely  affect the interests of the holders
of the Rights.

     General.  A copy of the Rights Agreement has been filed with the Securities
and  Exchange  Commission  as an Exhibit  to a Current  Report on Form 8-K dated
_______________. A copy of the Rights Agreement is available free of charge from
the  Company.  This  summary  description  of the Rights  does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
which is hereby incorporated herein by reference.



                                      C-5