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

                              WILLCOX & GIBBS, INC.


                                       and

                                  HSBC BANK USA


                                  Rights Agent



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




                                Rights Agreement

                             Dated as of May 1, 2000



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<PAGE>

                              TABLE OF CONTENTS


SECTION                                                                   PAGE


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

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

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

4.    Form of Right Certificates........................................     8

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

6.    Transfer, Split Up, Combination and Exchange of Right
      Certificates; Mutilated, Destroyed, Lost or Stolen Right
      Certificates......................................................     9

7.    Exercise of Rights; Purchase Price; Expiration Date of
      Rights............................................................    10

8.    Cancellation and Destruction of Right Certificates................    12

9.    Reservation and Availability of Preferred Shares..................    12

10.   Preferred Shares Record Date......................................    13

11.   Adjustment of Purchase Price, Number and Kind of Shares or
      Number of Rights..................................................    13

12.   Certificate of Adjusted Purchase Price or Number of Shares........    20

13.   Consolidation, Merger or Sale or Transfer of Assets or
      Earning Power.....................................................    20

14.   Additional Covenants..............................................    23

15.   Fractional Rights and Fractional Shares...........................    23

16.   Rights of Action..................................................    24

17.   Agreement of Rights Holders.......................................    25

18.   Right Certificate Holder Not Deemed a Stockholder.................    25

19.   Concerning the Rights Agent.......................................    26

20.   Merger or Consolidation or Change of Name of Rights Agent.........    26

21.   Duties of Rights Agent............................................    27

<PAGE>

                              TABLE OF CONTENTS
                                 (continued)

SECTION                                                                   PAGE


22.   Change of Rights Agent............................................    28

23.   Issuance of New Right Certificates................................    29

24.   Redemption........................................................    29

25.   Exchange..........................................................    30

26.   Notice of Certain Events..........................................    31

27.   Notices...........................................................    32

28.   Supplements and Amendments........................................    33

29.   Successors........................................................    33

30.   Determinations and Actions by the Board of Directors, etc.........    33

31.   Benefits of this Agreement........................................    33

32.   Severability......................................................    34

33.   Governing Law.....................................................    34

34.   Counterparts......................................................    34

35.   Descriptive Headings..............................................    34

Exhibit A -- Form of Certificate of Designations                           A-1

Exhibit B -- Form of Right Certificate                                     B-1

Exhibit C -- Form of Summary of Rights                                     C-1

<PAGE>

                               RIGHTS AGREEMENT



            RIGHTS AGREEMENT, dated as of May 1, 2000 (the "Agreement"), between
Willcox & Gibbs, Inc., a Delaware corporation (the "Company"), and HSBC Bank
USA, a New York banking corporation (the "Rights Agent").

            The Company and certain of its subsidiaries have filed a Joint Plan
of Reorganization, dated as of February 24, 2000 (as it may be further amended
or modified, the "Plan") under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court").

            Pursuant to Section VIII.A.4 of the Plan, which was confirmed by an
order of the Bankruptcy Court dated April 3, 2000, the Board of Directors of the
Company has authorized and declared a dividend of one Right (as such term is
hereinafter defined) for each Common Share (as such term is hereinafter defined)
to be distributed to holders of the Common Shares issuable pursuant to the Plan
as of the close of business on May 1, 2000 (the "Record Date"), and has
authorized the issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date, the Exchange Date and the Final
Expiration Date (as such terms are hereinafter defined), each Right representing
the right to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock of the Company having the rights, powers and
preferences set forth in the form of Certificate of Designations attached hereto
as Exhibit A, upon the terms and subject to the conditions hereinafter set forth
(the "Rights").

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

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

                  (a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the Beneficial
Owner (as such term is hereinafter defined) of 20% or more of the Common Shares
then outstanding, but shall not include (i) the Company, (ii) any Subsidiary (as
such term is hereinafter defined) of the Company, or (iii) any employee benefit
plan of the Company or of any Subsidiary of the Company or any entity organized,
appointed or established by the Company for or pursuant to the terms of any such
plan. Notwithstanding the foregoing,

                        (i) no Person shall become an "Acquiring Person" solely
            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
            20% or more of the Common Shares then outstanding; PROVIDED,

<PAGE>

            HOWEVER, that if a Person becomes the Beneficial Owner of 20% or
            more of the Common Shares then outstanding by reason of share
            acquisitions by the Company and shall, after such share
            acquisitions, become the Beneficial Owner of any additional Common
            Shares (other than pursuant to a stock split or stock dividend by
            the Company to all holders of Class A Common Shares and/or Class B
            Common Shares, as the case may be), then such Person shall be deemed
            to be an "Acquiring Person";

                        (ii) no Person shall be an "Acquiring Person" solely as
            the result of the issuance by the Company to such Person (or any of
            such Person's Affiliates or Associates) of Class A Common Shares,
            Class B Common Shares and/or Warrants pursuant to the Plan;
            PROVIDED, HOWEVER, that if a Person became the Beneficial Owner of
            20% or more of the Common Shares by reason of such issuance (such
            Person, an "Exempted Holder") and shall, after such issuance, become
            the Beneficial Owner of any additional Common Shares (other than
            pursuant to a stock split or stock dividend by the Company to all
            holders of Class A Common Shares and/or Class B Common Shares or as
            described in clause (iii) below, as the case may be), then such
            Person shall be deemed to be an "Acquiring Person";

                        (iii) no Person who is an Effective Date Holder shall
            become an "Acquiring Person" solely as the result of the transfer
            (whether or not for consideration) to such Person (or any of such
            Person's Affiliates or Associates) by any Exempted Holder of Class A
            Common Shares, Class B Common Shares and/or Warrants issued by the
            Company pursuant to the Plan to such Exempted Holder (or any of such
            Exempted Holder's Affiliates or Associates); PROVIDED, HOWEVER, that
            such transfer occurs on or prior to the six month anniversary of the
            Effective Date; and, PROVIDED, FURTHER, that if the aforementioned
            transferee becomes the Beneficial Owner of 20% or more of the Common
            Shares then outstanding by reason of such transfer and shall, after
            such transfer, become the Beneficial Owner of any additional Common
            Shares (other than pursuant to a stock split or stock dividend by
            the Company to all holders of Class A Common Shares and/or Class B
            Common Shares, as the case may be), then such transferee shall be
            deemed to be an "Acquiring Person"; and

                        (iv) 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, has become such inadvertently, and such Person divests as
            promptly as practicable a sufficient number of Common Shares so that
            such Person would no longer be an "Acquiring Person," as defined
            pursuant to the foregoing provisions of this paragraph, then such
            Person shall not be deemed to have become an "Acquiring Person" for
            any purposes of this Agreement.

                  (b) "Affiliate", "Associate" and "control" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules


<PAGE>

and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement.

                  (c) "Bankruptcy Court" shall have the meaning set forth in the
recital of this Agreement.

                  (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 beneficially owns, directly or indirectly, within the
            meaning of Rule 13d-3 or Rule 13d-5 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 the right to
            acquire (whether such right is exercisable immediately or only after
            the passage of time) pursuant to any agreement, arrangement or
            understanding (other than customary agreements with and between
            underwriters and selling group members with respect to a bona fide
            public offering of securities), or upon the exercise of conversion
            rights, exchange rights, rights (other than these Rights), warrants
            (including, without limitation, the Warrants) or options, or
            otherwise; 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;

                        (iii) which such Person or any of such Person's
            Affiliates or Associates, directly or indirectly, has the right to
            vote or dispose of 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 (iii) as a result of an agreement,
            arrangement or understanding to vote such security if such
            agreement, arrangement or understanding (l) 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 of the
            Exchange Act and (2) is not also then reportable on Schedule 13D
            under the Exchange Act (or any comparable or successor report); or

                        (iv) which are beneficially owned, directly or
            indirectly, by any other Person (or any Affiliate or Associate
            thereof) with which such Person or any of such Person's Affiliates
            or Associates has any agreement, arrangement or understanding (other
            than customary agreements with and between underwriters and selling
            group members with respect to a bona fide public offering of
            securities) for the purpose of acquiring, holding, voting (except


<PAGE>

            pursuant to a revocable proxy or consent as described in the proviso
            to subparagraph (iii) of this paragraph (c)) or disposing of any
            securities of the Company.

If a Person shall be deemed to be the Beneficial Owner of any securities which
are not outstanding, such securities shall be deemed to be outstanding for
purposes of determining the percentage of Common Shares beneficially owned by
such Person.

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

                  (f) "Class A Common Shares" shall mean the shares of Class A
Common Stock, $.001 par value per share, of the Company or any other shares of
capital stock of the Company into which such shares are reclassified or changed.

                  (g) "Class B Common Shares" shall mean the shares of Class B
Common Stock, $.001 par value per share, of the Company or any other shares of
capital stock of the Company into which such shares are reclassified or changed.

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

                  (i) "Common Shares" when used with reference to the Company
(or without express reference to another Person) shall mean, collectively, the
Class A Common Shares and the Class B Common Shares. "Common Shares" when used
with reference to any Person other than the Company shall mean the capital stock
or other equity securities or equity or other beneficial interests of such
Person with the greatest aggregate voting power.

                  (j) "Common Stock Equivalent" shall mean a share, or fraction
of a share, of Preferred Stock, $.001 par value per share (or any other
authorized class of preferred stock), of the Company having dividend, voting,
liquidation and other rights which result, in the judgment of the Board of
Directors, in such share, or fraction of a share, being approximately equivalent
in value to one Class A Common Share as of the Event Date (as such term is
hereinafter defined); PROVIDED, HOWEVER, that, if in the judgment of the Board
of Directors there are not sufficient authorized but unissued shares of
preferred stock available for the creation of Common Stock Equivalents, "Common
Stock Equivalent" shall mean such cash, reduction in Purchase Price (as such
term is hereinafter defined), other equity securities, debt securities, other
assets or any combination of the foregoing, that the Board of Directors shall
determine to be approximately equivalent in value to one Class A Common Share as
of the Event Date. As used herein, "Event Date" shall mean (i) for purposes of
any determination made pursuant to Section 11(a)(iii) hereof, the date of
occurrence of the event described in Section 11(a)(ii) hereof and (ii) for
purposes of any determination made pursuant to Section 25(c) hereof, the
Exchange Date (as such term is hereinafter defined).

<PAGE>

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

                  (l) "Effective Date" shall have the meaning set forth in the
Plan.

                  (m) "Effective Date Holder" shall mean, with respect to any
Person, that the Company issued Class A Common Shares, Class B Common Shares
and/or Warrants to such Person (or to any of such Person's Affiliates or
Associates) pursuant to the Plan.

                  (n) "Exchange" shall have the meaning set forth in Section 25
hereof.

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

                  (p) "Exchange Ratio" shall have the meaning set forth in
Section 25 hereof.

                  (q) "Exempted Holder" shall have the meaning set forth in
Section 1(a)(ii) hereof.

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

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

                  (t) "Plan" shall have the meaning set forth in the recital of
this Agreement.

                  (u) "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, $.001 par value per share, of the Company.

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

                  (w) "Purchase Price" shall have the meaning set forth in
Section 4 hereof.

                  (x) "Record Date" shall have the meaning set forth in the
recital of this Agreement.

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

                  (z) "Redemption Price" shall have the meaning set forth in
Section 24(a) hereof.


<PAGE>

                  (aa) "Registered Common Shares" shall have the meaning set
forth in Section 13(b) hereof.

                  (bb) "Right Certificates" shall have the meaning set forth in
Section 3(a) hereof.

                  (cc) "Rights" shall have the meaning set forth in the recital
of this Agreement.

                  (dd) "Rights Agent" shall have the meaning set forth in the
recital of this Agreement.

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

                  (ff) "Share Acquisition Date" shall mean the first date of
public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such.

                  (gg) "Subsidiary" shall mean, with reference to any Person,
any corporation or other entity of which a majority of the voting power of the
voting equity securities or equity or other beneficial interests is owned,
directly or indirectly, by such Person, or which is otherwise controlled by such
Person.

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

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

                  (ii) "Warrants" shall mean the warrants issued by the Company
pursuant to the Warrant Agreement provided for in the Plan.

            Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable upon ten (10) days' prior written notice to the Rights
Agent. The Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such Co-Rights Agent.

            Section 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the earlier of (i)
the close of business on the tenth day after the Share Acquisition Date or (ii)
the close of business on the tenth business day (or such later day 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 that a tender or exchange offer by
any Person is first published, sent or given within the meaning of Rule 14d-2(a)
of the General Rules and Regulations under the Exchange Act if, upon


<PAGE>

consummation thereof, such Person would be an Acquiring Person (the earlier of
such dates, including any such date which is after the date of this Agreement
and prior to the issuance of the Rights, being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for Common
Shares registered in the names of the holders thereof (which certificates shall
also be deemed to be certificates for Rights) and not by separate certificates,
and (y) the Rights will be transferable only in connection with the transfer of
the underlying Class A Common Shares or Class B Common Shares, as the case may
be. As soon as practicable after the Distribution Date, the Rights Agent will
send, by first-class, insured, postage prepaid mail, to each record holder of
Common Shares as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, one or more Right
certificates, in substantially the form of Exhibit B hereto (the "Right
Certificates"), evidencing one Right for each Class A Common Share or Class B
Common Share so held, subject to adjustment as provided herein. As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

                  (b) As promptly as practicable after the Record Date, the
Company will send a copy of a Summary of Rights in substantially the form
attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of Class A Common Shares and each record
holder of Class B Common 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 Common Shares outstanding as of the Record Date, until the
Distribution Date, the Rights will be evidenced by such certificates for Common
Shares together with a copy of the Summary of Rights, and the registered holders
of Common Shares shall also be the registered holders of the associated Rights.
Until the Distribution Date (or the earliest of the Redemption Date, Exchange
Date or Final Expiration Date), the surrender for transfer of any certificate
for Class A Common Shares or Class B Common 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 Common Shares
represented by such certificate.

                  (c) Rights shall be issued in respect of all Common Shares
which become outstanding (including, without limitation, reacquired Common
Shares referred to in the last sentence of this paragraph (c)) after the Record
Date but prior to the earliest of the Distribution Date, the Redemption Date,
the Exchange Date or the Final Expiration Date. Certificates representing such
Common Shares shall also be deemed to be certificates for Rights, and shall bear
the following legend:

              This  certificate also evidences and entitles the holder hereof to
              certain  Rights  as set  forth  in the  Rights  Agreement  between
              Willcox & Gibbs,  Inc. (the "Company") and HSBC Bank USA, dated as
              of May 1, 2000 (the  "Rights  Agreement"),  the terms of which are
              hereby  incorporated herein by reference and a copy of which is on
              file at the  principal  executive  offices of the  Company.  Under
              certain circumstances,  as set forth in the Rights Agreement, such
              Rights  will be  evidenced  by separate  certificates  and will no
              longer be evidenced by this certificate.  The Company will mail to
              the  holder of this  certificate  a copy of the  Rights  Agreement
              without  charge  promptly  after  receipt  of  a  written  request


<PAGE>

              therefor.   As   described   in  the  Rights   Agreement,   Rights
              beneficially  owned by (i) an Acquiring Person or any Associate or
              Affiliate  thereof  (as  such  terms  are  defined  in the  Rights
              Agreement),  (ii) a transferee  of an Acquiring  Person (or of any
              such  Associate or Affiliate)  who becomes a transferee  after the
              Acquiring   Person   becomes   such   or   (iii)   under   certain
              circumstances, a transferee of an Acquiring Person (or of any such
              Associate  or  Affiliate)  who  becomes  a  transferee  before  or
              concurrently with the Acquiring Person becoming such, shall become
              null and void.

With respect to such certificates containing the foregoing legend, until the
earliest of the Distribution Date, the Redemption Date, the Exchange Date or the
Final Expiration Date, the Rights associated with the Common Shares represented
by such certificates shall be evidenced by such certificates alone and the
registered holders of Common Shares shall also be the holders of the associated
Rights, and the surrender for transfer of any such certificates shall also
constitute the transfer of the Rights associated with the Class A Common Shares
or Class B Common Shares, as the case may be, represented thereby. In the event
that the Company purchases or acquires any Class A Common Shares and/or Class B
Common Shares, as the case may be, after the Record Date but prior to the
Distribution Date, any Rights associated with such shares shall be deemed
canceled and retired so that the Company shall not be entitled to exercise any
Rights associated with the shares which are no longer outstanding.

            Section 4. FORM OF RIGHT CERTIFICATES. The Right Certificates (and
the forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage. Subject to the provisions of Section 11 and Section 23 hereof, the Right
Certificates 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 price
per one one-hundredth of a share set forth therein (the "Purchase Price"), but
the number of such shares 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 or Vice Chairman of the Board, its President or any Vice
President, either manually or by facsimile signature, and shall have affixed
thereto the Company's seal or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
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


<PAGE>

be countersigned by the Rights Agent, and issued and delivered by the Company
with the same force and effect as though the person who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Agreement any such person was not such an officer.

                  (b) Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at one of its offices in New York, New York, 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, the Certificate Number of each such Right Certificate 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 Section 7(e) and Section 15
hereof, at any time after the close of business on the Distribution Date, and at
or prior to the close of business on the earliest of the Redemption Date, the
Exchange Date or the Final Expiration Date, any Right Certificate or
Certificates may be transferred, split up, combined or exchanged for another
Right Certificate or Right Certificates, entitling the registered holder to
purchase a like number of Preferred Shares 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
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 or offices of the Rights Agent
designated for such purpose. Neither the Rights Agent nor the Company shall be
obligated to take any action whatsoever with respect to the transfer of any such
surrendered Right Certificate or Certificates until the registered holder shall
have completed and signed the certificate contained in the form of assignment
set forth on the reverse side of each such Right Certificate and shall have
provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request. Thereupon the Rights Agent shall, subject to Section
7(e) and Section 15 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 execute and


<PAGE>

deliver a new Right Certificate of like tenor to the Rights Agent for delivery
to the registered owner in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.

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

                  (a) The Rights shall not be exercisable prior to the
Distribution Date. The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) 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 on the reverse side thereof
duly executed, to the Rights Agent at the principal office or offices of the
Rights Agent designated for such purpose, together with payment of the Purchase
Price for each one one-hundredth of a Preferred Share as to which the Rights are
exercised, at or prior to the earliest of (i) the close of business on the tenth
anniversary of the Effective Date (the "Final Expiration Date"), (ii) the time
at which the Rights are redeemed as provided in Section 24 hereof (the
"Redemption Date") or (iii) the time at which the Rights are exchanged as
provided in Section 25 hereof (the "Exchange Date").

                  (b) The Purchase Price for each one one-hundredth of a
Preferred Share pursuant to the exercise of a Right shall initially be $8.00,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below.

                  (c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the shares to be purchased as
set forth below and an amount equal to any applicable transfer tax required to
be paid by the holder of such Right Certificate in accordance with Section 9(e)
hereof, the Rights Agent shall, subject to Section 21(j) hereof, thereupon
promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or
make available, if the Rights Agent is the transfer agent for such 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 Preferred
Shares issuable upon exercise of the Rights hereunder into a depositary,
requisition from the depositary agent depositary receipts representing such
number of one one-hundredths of a Preferred Share 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 will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
issuance of fractional shares in accordance with Section 15 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) after receipt thereof, deliver such cash, if any, to or upon
the order of the registered holder of such Right Certificate. The payment of the
Purchase Price shall be made in cash or by certified or bank official check or
money order payable to the order of the Company. In the event that the Company
is obligated to issue other securities of the Company pursuant to Section 11(a)


<PAGE>

hereof, the Company will make all arrangements necessary so that such other
securities are available for distribution by the Rights Agent, if and when
appropriate.

                  (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 and delivered to the registered holder of
such Right Certificate or to his duly authorized assigns, subject to the
provisions of Section 15 hereof.

                  (e) Notwithstanding anything in this Agreement to the
contrary, from and after the occurrence of the event described in Section
11(a)(ii) hereof, any Rights beneficially owned by (i) an Acquiring Person or
any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which a majority of the Board of Directors has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become null
and void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. No Right Certificate shall be issued pursuant to
Section 3 hereof that represents Rights beneficially owned by an Acquiring
Person whose Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof and no Right Certificate shall be issued at any
time upon the transfer of any Rights to an Acquiring Person whose Rights would
be void pursuant to the preceding sentence or any Associate or Affiliate thereof
or to any nominee of such Acquiring Person, Associate or Affiliate. Any Right
Certificate delivered to the Rights Agent for transfer to any of the foregoing
Persons, or which represents void Rights, shall be canceled. The Company shall
use reasonable efforts to effect compliance with the provisions of this Section
7(e), but shall have no liability to any holder of Right Certificates or other
Person as a result of its failure to make any determinations with respect to an
Acquiring Person or its Affiliates, Associates or transferees hereunder.

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


<PAGE>

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

            Section 9. RESERVATION AND AVAILABILITY OF PREFERRED SHARES.

                  (a) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued Preferred Shares
and/or any authorized and issued 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.

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

                  (c) The Company shall use its best efforts to (i) file, as
soon as practicable following the earliest date after the occurrence of the
event described in Section 11(a)(ii) hereof on which the consideration to be
delivered by the Company has been determined in accordance with Section
11(a)(ii) or 11(a)(iii) hereof, as the case may be, a registration statement
under the Securities Act with respect to the securities purchasable upon
exercise of the Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such filing, and
(iii) subject to Section 25 hereof, cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the earlier of (A) the date as of which the Rights are no
longer exercisable for such securities and (B) the Final Expiration Date. The
Company will also take such action as may be appropriate under, or to ensure
compliance with, the securities or "blue sky" laws of the various states in
connection with the exercisability of the Rights. The Company may temporarily
suspend, for a period of time not to exceed ninety (90) days after the date set
forth in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective. Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. In addition, if the Company shall
determine that a registration statement is required following the Distribution
Date but prior to the occurrence of the event described in Section 11(a)(ii)
hereof, the Company may temporarily suspend the exercisability of the Rights
until such time as a registration statement has been declared effective.


<PAGE>

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

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

                  (e) The Company further covenants and agrees that it will pay
when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Right
Certificates and of any certificates or depositary receipts for Preferred Shares
upon the exercise of Rights. The Company shall not, however, be required to pay
any transfer tax which may be payable in respect of any transfer or delivery of
Right Certificates to a person other than, or the issuance or delivery of
certificates or depositary receipts for Preferred Shares in a name other than
that of, the registered holder of the Right Certificates evidencing Rights
surrendered for exercise or to issue or deliver any certificates or depositary
receipts for Preferred Shares in a name other than that of the registered holder
upon the exercise 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 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 all applicable transfer taxes) was made;
PROVIDED, HOWEVER, that if the date of such surrender and payment is a date upon
which the transfer books of the Company with respect to the Preferred Shares are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which the transfer books of the Company for the Preferred Shares are open.

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

                  (a) (i) In the event the Company shall, at any time after the
            date of this Agreement, (A) declare a dividend on the Preferred
            Shares payable in Preferred Shares, (B) subdivide the outstanding
            Preferred Shares into a greater number of shares, (C) combine the
            outstanding Preferred Shares into a smaller number of shares or (D)
            issue any shares of its capital stock in a reclassification of the
            Preferred Shares (including any such reclassification in connection


<PAGE>

            with a consolidation or merger in which the Company is the
            continuing or surviving corporation), except as otherwise provided
            in this Section 11(a) and in Section 7(e) hereof, the Purchase Price
            in effect at the time of the record date for such dividend or of the
            effective date of such subdivision, combination or reclassification,
            and the number and kind of Preferred Shares or shares of capital
            stock, as the case may be, issuable on such date, shall be
            proportionately adjusted so that the holder of any Right exercised
            after such time shall be entitled to receive the aggregate number
            and kind of Preferred Shares or shares of capital stock, as the case
            may be, which, if such Right had been exercised immediately prior to
            such date and at a time when the transfer books of the Company for
            the Preferred Shares were open, he would have owned upon such
            exercise and been entitled to receive by virtue of such dividend,
            subdivision, combination or reclassification.

                        (ii) Subject to Sections 11(a)(iii) and 25 hereof, in
            the event that any Person shall become an Acquiring Person, then
            proper provision shall be made so that each holder of a Right,
            except as provided in Section 7(e) hereof, 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
            exercisable, in accordance with the terms of this Agreement and in
            lieu of Preferred Shares, such number of Class A Common Shares as
            shall equal the result obtained by (x) multiplying the then current
            Purchase Price by the then number of one one-hundredths of a
            Preferred Share for which a Right is then exercisable and (y)
            dividing that product by 50% of the current market price (determined
            pursuant to Section 11(d)(i) hereof) per Class A Common Share on the
            date such Person became an Acquiring Person.

                        (iii) Subject to Section 25 hereof, in the event that
            the number of Class A Common Shares which are authorized by the
            Company's Certificate of Incorporation but not outstanding or
            reserved for issuance for purposes other than upon exercise of the
            Rights are not sufficient to permit the exercise in full of the
            Rights in accordance with the foregoing subparagraph (ii), the
            Rights shall not be exercisable for Class A Common Shares, but
            proper provision shall be made so that each holder of a Right,
            except as provided in Section 7(e) hereof, shall thereafter have a
            right to receive, upon exercise thereof in accordance with the terms
            of this Agreement at the price determined pursuant to subparagraph
            (ii), such number of Common Stock Equivalents (or, in the judgment
            of the Board of Directors, such combination of Common Stock
            Equivalents and Class A Common Shares) as shall equal the number of
            Class A Common Shares determined pursuant to subparagraph (ii).

                  (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 to subscribe for or purchase (for a period expiring within 45
calendar days after such record date) Preferred Shares (or shares having the
same rights, privileges and preferences as the Preferred Shares ("equivalent


<PAGE>

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
current market price (as determined pursuant to Section 11(d)(ii) hereof) per
Preferred Share 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 outstanding on such record date, plus
the number of Preferred Shares which the aggregate offering price of the total
number of Preferred Shares so to be offered 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
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). 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 and shall be conclusive for all purposes. 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 or warrants are not so issued, the Purchase Price shall be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

                  (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred 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, cash (other
than a regular quarterly cash dividend), assets, stock (other than a dividend
payable in Preferred Shares) or subscription rights, options or warrants
(excluding those referred to in or excluded pursuant to Section 11(b) hereof),
the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the current market price (as
determined pursuant to Section 11(d)(ii) hereof) per one one-hundredth of a
Preferred Share 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 and shall be
conclusive for all purposes) of the portion of the cash, assets, stock or
evidences of indebtedness so to be distributed or of such subscription rights,
options or warrants applicable to one one-hundredth of a Preferred Share and the
denominator of which shall be such current market price (as determined pursuant
to Section 11(d)(ii) hereof) per one one-hundredth of a Preferred Share. 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) For the purposes of any computation hereunder, the
            "current market price" per Class A Common Share on any date shall be


<PAGE>

            deemed to be the average of the daily closing prices per Class A
            Common Share 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 market price per Class A
            Common Share is determined during a period following the
            announcement by the issuer of such Class A Common Shares of (A) a
            dividend or distribution on such Class A Common Shares payable in
            such Class A Common Shares or securities convertible into such Class
            A Common Shares (other than the Rights) or (B) any subdivision,
            combination or reclassification of such Class A Common Shares 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 market price" shall be appropriately adjusted to
            take into account ex-dividend trading. The closing price for each
            day shall be the last sale price, regular way, or, in case no such
            sale takes place on such day, the average of the closing bid and
            asked prices, regular way, in either case as reported in the
            principal consolidated transaction reporting system with respect to
            securities listed or admitted to trading on the New York Stock
            Exchange or, if the Class A Common Shares 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 Class A Common Shares are listed or admitted to trading
            or, if the Class A Common Shares are not listed or admitted to
            trading on any national securities exchange, the last quoted price
            or, if not so quoted, the average of the high bid and low asked
            prices in the over-the-counter market, as reported by the National
            Association of Securities Dealers, Inc. Automated Quotation System
            ("NASDAQ") or such other system then in use, or, if on any such date
            the Class A Common Shares 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 Class A Common
            Shares selected by the Board of Directors of the Company. If on any
            such date no market maker is making a market in the Class A Common
            Shares, the fair value of such shares on such date as determined in
            good faith by the Board of Directors of the Company shall be used
            and shall be conclusive for all purposes. The term "Trading Day"
            shall mean a day on which the principal national securities exchange
            on which the Class A Common Shares are listed or admitted to trading
            is open for the transaction of business or, if the Class A Common
            Shares are not listed or admitted to trading on any national
            securities exchange, a Business Day. If the Class A Common Shares
            are not publicly held or not so listed or traded, "current market
            price" per share shall mean the fair value per share as determined
            in good faith by the Board of Directors of the Company, whose
            determination shall be described in a statement filed with the
            Rights Agent and shall be conclusive for all purposes. For the
            purpose of any computation under Section 14 hereof, the "current
            market price" per Common Share shall be determined in the same
            manner as set forth above for the Class A Common Shares in this
            subparagraph (i).


<PAGE>

                        (ii) For the purpose of any computation hereunder, the
            "current market price" per Preferred Share shall be determined in
            the same manner as set forth above for the Class A Common Shares in
            subparagraph (i) of this Section 11(d) (other than the last two
            sentences thereof). If the current market price per Preferred Share
            cannot be determined in the manner provided above or if the
            Preferred Shares are not publicly held or listed or traded in a
            manner described in subparagraph (i) of this Section 11(d), the
            "current market price" per Preferred Share shall be conclusively
            deemed to be an amount equal to 100 times the current market price
            per Class A Common Share (as appropriately adjusted for such events
            as stock splits, stock dividends and recapitalizations with respect
            to the Class A Common Shares occurring after the date of this
            Agreement). If neither the Common Shares nor the Preferred Shares
            are publicly held or so listed or traded, "current market price" per
            Preferred Share shall mean the fair value per share as determined in
            good faith by the Board of Directors of the Company, whose
            determination shall be described in a statement filed with the
            Rights Agent and shall be conclusive for all purposes.

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

                  (f) If as a result of an adjustment made pursuant to Section
11(a) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock other than
Preferred Shares, thereafter 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 this Section 11 and the provisions
of Sections 6, 7, 9, 10, 13 and 15 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


<PAGE>

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) obtained by (i) multiplying (x) the number of one one-hundredths
of a share covered by a Right immediately prior to this adjustment, by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price, and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

                  (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in substitution
for any adjustment in the number of Preferred Shares purchasable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment in 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 Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement.

            If Right Certificates have been issued, upon each adjustment of the
number of Rights pursuant to this Section 11(i), the Company shall, as promptly
as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 15 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 holder shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the
names of the holders of record of Right Certificates on the record date
specified in the public announcement.

                  (j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-hundredths of a Preferred Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price per one one-hundredth of a share and
the number of shares 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 one one-hundredth of the then par value, if
any, of the Preferred Shares issuable upon exercise of the Rights, the Company


<PAGE>

shall take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

                  (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the 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 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 of the 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,
stock dividends or issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to holders of its
Preferred Shares shall not be taxable to such stockholders.

                  (n) In the event that 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 Class A Common Shares or Class B Common Shares payable
in Class A Common Shares or Class B Common Shares, as the case may be, or (ii)
effect a subdivision, combination or consolidation of the Class A Common Shares
or Class B Common Shares (by reclassification or otherwise than by payment of
dividends in Class A Common Shares or Class B Common Shares, as the case may be)
into a greater or lesser number of Class A Common Shares or Class B Common
Shares, as the case may be, then in any such case (i) the number of one
one-hundredths of a Preferred Share purchasable after such event upon proper
exercise of each Right shall be determined by multiplying the number of one
one-hundredths of a Preferred Share so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of Class A Common
Shares or Class B Common Shares, as the case may be, outstanding immediately
before such event and the denominator of which is the number of Class A Common
Shares or Class B Common Shares, as the case may be, outstanding immediately
after such event, and (ii) each Class A Common Share or Class B Common Share, as
the case may be, outstanding immediately after such event shall have issued with
respect to it that number of Rights which each Class A Common Share or Class B
Common Share, as the case may be, outstanding immediately prior to such event
had issued with respect to it. The adjustments provided for in this Section
11(n) shall be made successively whenever such a dividend is declared or paid or
such a subdivision, combination or consolidation is effected.


<PAGE>

            Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES. Whenever an adjustment is made as provided in Sections 11 and 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent and with each transfer agent for the
Preferred Shares and the Common Shares a copy of such certificate and (c) mail a
brief summary thereof to each holder of a Right Certificate (or, if prior to the
Distribution Date, to each holder of a certificate representing Common Shares)
in accordance with Section 27 hereof. The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained.

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

                  (a) In the event that, following the earlier of the
Distribution Date and the Share Acquisition Date, (x) the Company, directly or
indirectly, shall consolidate with, or merge with and into, any other Person,
and the Company shall not be the continuing or surviving corporation of such
consolidation or merger, (y) any Person, directly or indirectly, shall
consolidate with, or merge with and into, the Company, and the Company shall be
the continuing or surviving corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or part of the outstanding
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 (z)
the Company, directly or indirectly, shall sell or otherwise transfer (or one or
more of its Subsidiaries, directly or indirectly, shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any Person or Persons (other than the Company or one or
more wholly owned Subsidiaries of the Company), then, and in each such case,
proper provision shall be made so that (i) each holder of a Right (except as
otherwise provided herein) shall thereafter have the right to receive, upon the
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 exercisable (without taking into account any adjustment previously made
pursuant to Section 11(a)(ii) or 11(a)(iii) hereof), in accordance with the
terms of this Agreement, such number of validly authorized and issued, fully
paid, nonassessable and freely tradeable Common Shares of the Principal Party
(as hereinafter defined), free and clear of any liens, encumbrances and other
adverse claims and not subject to any rights of call or first refusal, as shall
be equal to the result obtained by (1) multiplying the then current Purchase
Price by the number of one one-hundredths of a Preferred Share for which a Right
is then exercisable (without taking into account any adjustment previously made
pursuant to Section 11(a)(ii) or 11(a)(iii) hereof) and (2) dividing that
product by 50% of the current market price (determined pursuant to Section
11(d)(i) hereof) per Common Share of the Principal Party on the date of
consummation of such consolidation, merger, sale or transfer; (ii) 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; (iii) except for purposes of Section
l(i) hereof, the term "Company" shall thereafter be deemed to refer to such
Principal Party; (iv) such Principal Party shall take such steps (including, but
not limited to, the reservation of a sufficient number of its Common Shares) in


<PAGE>

connection with the consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to its Common Shares thereafter deliverable upon
the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent
occurrence of any merger, consolidation, sale of all or substantially all of the
assets, recapitalization, reclassification of shares, reorganization or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right (except as otherwise provided herein) shall thereupon be entitled to
receive, upon exercise of a Right and payment of the Purchase Price, such cash,
shares, rights, warrants and other property which such holder would have been
entitled to receive had he, at the time of such transaction, owned the Common
Shares of the Principal Party purchasable upon the exercise of a Right (after
giving effect to the foregoing provisions of 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 and (v) the provisions of Sections
11(a)(ii) and 11 (a)(iii) hereof shall be of no effect following the occurrence
of any event described in clauses (x), (y) and (z) of this Section 13(a).

                  (b) "Principal Party" shall mean

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

                        (ii) in the case of any consolidation described in
            clause (x) or (y) of Section 13(a), any Person that directly
            controls, alone or with other Persons, a corporation that is
            consolidating with the Company; and

                        (iii) in the case of any transaction or transactions
            described in clause (z) of Section 13(a), any Person that receives
            any assets or earning power transferred pursuant to such transaction
            or transactions;

PROVIDED, HOWEVER, that with respect to such Person (or, if there is more than
one such Person, with respect to each such Person), (1) if the Common Shares of
such Person are not at such time and have not been continuously over the
preceding twelve (12) month period registered under Section 12 of the Exchange
Act ("Registered Common Shares"), or such Person is not a corporation, and such
Person is a direct or indirect Subsidiary of another Person which has Registered
Common Shares outstanding, "Principal Party" shall refer to such other Person;
(2) if the Common Shares of such Person are not Registered Common Shares or such
Person is not a corporation, and such Person is a direct or indirect Subsidiary
of another Person but is not a direct or indirect Subsidiary of another Person
which has Registered Common Shares outstanding, "Principal Party" shall refer to
the ultimate parent entity of such first-mentioned Person; (3) if the Common
Shares of such Person are not Registered Common Shares or such Person is not a
corporation, and such Person is directly or indirectly controlled by more than
one Person, and one or more of such latter Persons have Registered Common Shares
outstanding, "Principal Party" shall refer to whichever of such latter Persons


<PAGE>

is the issuer of outstanding Registered Common Shares having the greatest
aggregate current market value (determined pursuant to Section 11(d)(i) hereof);
or (4) if the Common Shares of such Person are not Registered Common Shares or
such Person is not a corporation, and such Person is directly or indirectly
controlled by more than one Person, and none of such latter Persons have
Registered Common Shares outstanding, "Principal Party" shall refer to whichever
ultimate parent entity is the entity having the greatest net assets;

PROVIDED, FURTHER, HOWEVER, that if under the foregoing provisions of this
Section 13(b) there shall for any reason be more than one Principal Party,
"Principal Party" shall refer to whichever of such Persons is the issuer of
outstanding Registered Common Shares having the greatest aggregate current
market value (determined pursuant to Section 11(d)(i) hereof) or, if none of
such Persons has Registered Common Shares outstanding, whichever of such Persons
is the entity having the greatest net assets.

                  (c) Notwithstanding anything herein to the contrary, if the
Principal Party as determined pursuant to paragraph (b) above is not a
corporation, proper provision shall be made so that such Principal Party shall
create or otherwise make available for purposes of the exercise of the Rights in
accordance with the terms of this Agreement, a type or types of securities
having a fair market value (as determined by a nationally recognized investment
banking firm selected by the Board of Directors of the Company) equal to at
least the value of the Common Shares which each holder of a Right would have
been entitled to receive if such Principal Party had been a corporation.

                  (d) The Company shall not consummate any such consolidation,
merger, sale or transfer unless (1) at the time of and after such consummation
the Principal Party shall have a sufficient number of authorized Common Shares
which have not been issued or reserved for issuance to permit the exercise in
full of the Rights in accordance with this Section 13 and (2) prior to such
consummation the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in this Section 13 and further providing that, as soon as practicable
after the date of any consolidation, merger or sale or transfer of assets
mentioned in paragraph (a) of this Section 13, the Principal Party will

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

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


<PAGE>

            Section 14. ADDITIONAL COVENANTS.

                  (a) Except as expressly provided herein, no adjustment to the
Purchase Price, the number of Preferred Shares or other securities for which a
Right is exercisable or the number of Rights outstanding (except as permitted by
Section 24 or Section 25 hereof) or any similar adjustment shall be made or be
effective if such adjustment would have the effect of reducing or limiting the
benefits the holders of the Rights would have had absent such adjustment,
including, without limitation, the benefits under Section 11(a)(ii) and Section
13 hereof, unless the terms of this Agreement are amended so as to preserve such
benefits.

                  (b) The Company covenants and agrees that, following the
earlier of the Share Acquisition Date and the Distribution Date, except as
permitted by Sections 24, 25 and 28 hereof, it shall not, directly or
indirectly, take any action the purpose or effect of which is to eliminate or
otherwise diminish in any material respect the benefits intended to be afforded
by the Rights.

                  (c) The Company covenants and agrees that it shall not
consummate any of the transactions described in clauses (x), (y) and (z) of
Section 13(a) hereof if (i) at the time of or after such consummation there are
or would be any charter or by-law provisions or any rights, warrants or other
instruments or securities outstanding or agreements in effect (whether of the
Company or any other Person) or any other action taken (whether by the Company
or any other Person) the purpose or effect of which is to eliminate or otherwise
diminish in any material respect the benefits intended to be afforded by the
Rights or (ii) the stockholders of the Principal Party shall have received,
either prior to, simultaneously with, or after the consummation of such
transaction, a distribution of Rights previously owned by the Principal Party or
any of its Affiliates and Associates.

                  (d) The Company further covenants and agrees that it shall not
consummate any of the transactions described in clauses (x), (y) and (z) of
Section 13(a) hereof unless prior thereto the Company and the Principal Party
shall have executed and delivered to the Rights Agent a supplemental agreement
evidencing compliance with paragraph (c) above and further providing that the
Principal Party covenants and agrees that it shall not, directly or indirectly,
take any action the purpose or effect of which is to eliminate or otherwise
diminish in any material respect the benefits intended to be afforded by the
Rights. The provisions of this paragraph (d) and paragraph (c) above shall
similarly apply to successive mergers, consolidations, sales or other transfers.

            Section 15. 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 value of a whole
Right. For the purposes of this Section 15(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights for any day shall be the


<PAGE>

last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used and shall be
conclusive for all purposes.

                  (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) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are integral multiples of one one-hundredth of a Preferred Share).
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 may pay to the registered holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of one one-hundredth of a
Preferred Share. For purposes of this Section 15(b), the current market value of
one one-hundredth of a Preferred Share shall be one one-hundredth of the closing
price of a Preferred Share (as determined pursuant to Section 11(d)(ii) hereof)
for the Trading Day immediately prior to the date of such exercise.

                  (c) 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 of a Right, except as permitted by this Section 15.

            Section 16. RIGHTS OF ACTION. All rights of action in respect of
this Agreement are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common 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 Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding


<PAGE>

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

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

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

                  (c) subject to Sections 6(a) and 7(f) hereof, the Company and
the Rights Agent may deem and treat the Person in whose name the Right
Certificate (or, prior to the Distribution Date, the associated Class A Common
Shares or Class B Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Class A Common
Shares or Class B Common Shares certificate made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent, subject to the last sentence of Section 7(e)
hereof, shall be required to be affected by any notice to the contrary; and

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

            Section 18. 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 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


<PAGE>

right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 26 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.

            Section 19. CONCERNING THE RIGHTS AGENT. (a) The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises. In no case
will the Rights Agent be liable for special, indirect, incidental or
consequential loss or damages of any kind whatsoever (including, but not limited
to, lost profits), even if the Rights Agent has been advised of the possibility
of such damages.

                  (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 Common Shares or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, instruction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
person or persons.

            Section 20. 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 with or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 22 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 such 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.

<PAGE>

                  (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 such time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either
in its prior name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

            Section 21. 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 or Vice Chairman
of the Board, the President, a 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 only for its
own gross negligence, bad faith or willful misconduct.

                  (d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in the
Right Certificates or be required to verify the same (except as to its
countersignature thereof), 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 adjustment required under the provisions of
Sections 11 or 13 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after actual notice of any such adjustment); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the


<PAGE>

authorization or reservation of any Common Shares or Preferred Shares to be
issued pursuant to this Agreement or any Right Certificate or as to whether any
Common Shares or Preferred Shares will, when so issued, be validly authorized
and issued, fully paid and nonassessable.

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

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

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

                  (i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty 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 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 Right Certificate surrendered to
the Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the case may be, has either
not been completed or indicates an affirmative response to any item therein, the
Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.

            Section 22. 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, if
instructed by the Company, to each transfer agent of the Common Shares and
Preferred Shares by registered or certified mail, and, at the expense of the
Company, 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 and Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a


<PAGE>

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 Person organized and doing business under the laws of the United
States or of any State thereof that is registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as amended. 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 and the
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right Certificates. Failure to give any notice provided for in this
Section 22, 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 23. 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 or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Common Shares following the Distribution Date and
prior to the earliest of the Redemption Date, the Exchange Date and the Final
Expiration Date, the Company (a) shall, with respect to Common Shares so issued
or sold pursuant to the exercise of employee stock options or under any employee
plan or arrangement outstanding, granted or awarded as of the Distribution Date,
or upon the exercise, conversion or exchange of securities issued by the Company
prior to such date, and (b) may, in any other case, if deemed necessary or
appropriate by the Board of Directors, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or sale; PROVIDED,
HOWEVER, that (i) no such Right Certificate shall be issued if, and to the
extent that, the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the Company or
the Person to whom such Right Certificates would be issued and (ii) no such
Right Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

            Section 24. REDEMPTION. (a) The Board of Directors of the Company
may, at its option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the then outstanding Rights
at a redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend, reclassification or similar transaction occurring


<PAGE>

after the date hereof (such redemption price being hereinafter referred to as
the "Redemption Price"). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Without limiting the generality of the
foregoing, the Company may, at its option, pay the Redemption Price in cash,
Class A Common Shares (based on the "current market price," as defined in
Section 11(d)(i) hereof, of the Class A Common Shares at the time of redemption)
or any other form of consideration deemed appropriate by the Board of Directors.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights (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 such notice shall not affect the validity of such redemption.
Within 10 days after the action of the Board of Directors ordering the
redemption of the Rights, the Company shall give notice of such redemption to
the Rights Agent and the holders of the then outstanding Rights by mailing such
notice to the Rights Agent and to all such holders at their last address as it
appears upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common
Shares. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made.

                  (c) Neither the Company nor any of its Subsidiaries may
redeem, acquire or purchase for value any Rights at any time in any manner
except (i) pursuant to a redemption in accordance with this Section 24 or an
exchange pursuant to Section 25 hereof or (ii) in connection with the purchase
or other acquisition of Common Shares prior to the Distribution Date.

            Section 25. EXCHANGE. (a) Subject to paragraph (c) of this Section
25, the Board of Directors of the Company may, at its option, at any time after
the occurrence of the event described in Section 11(a)(ii) hereof, exchange all
but not less than all of the then outstanding and exercisable Rights (which
shall not include Rights that have become void pursuant to the provisions of
Section 7(e) hereof) for Class A Common Shares at an exchange ratio of one Class
A Common Share per Right, appropriately adjusted to reflect any stock split,
stock dividend, reclassification or similar transaction occurring after the date
hereof (such exchange being hereinafter referred to as the "Exchange" and such
exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect the Exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or any such
Subsidiary, or any entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of Common Shares
aggregating 50% or more of the Common Shares then outstanding.


<PAGE>

                  (b) Immediately upon the action of the Board of Directors of
the Company authorizing the Exchange, and without any further action and without
any notice, the right to exercise the Rights shall terminate and the only right
thereafter of a holder of Rights included in the Exchange shall be to receive
that number of Class A Common Shares equal to the number of Rights held by such
holder multiplied by the Exchange Ratio. The Company shall promptly give public
notice of the Exchange; PROVIDED, HOWEVER, that the failure to give or any
defect in such notice shall not affect the validity of the Exchange. Within 10
days after the effectiveness of the Exchange pursuant to the first sentence of
this Section 25(b), the Company shall mail a notice of Exchange to the Rights
Agent and the holders of such Rights 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
will be effected.

                  (c) In the event that the number of Class A Common Shares
which are authorized by the Company's Certificate of Incorporation but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights are not sufficient to permit the Exchange, the Exchange Ratio shall
equal one Common Stock Equivalent (in lieu of one Class A Common Share) per
Right. Alternatively, the Board of Directors of the Company may, at its option,
determine that the Company shall (i) issue Class A Common Shares in the Exchange
to the extent Class A Common Shares are available and (ii) utilize Common Stock
Equivalents in the Exchange as provided above to the extent Class A Common
Shares are not available, in which case such Class A Common Shares shall be
allocated on such basis as the Board of Directors determines pursuant to Section
30 hereof.

                  (d) The Company shall not be required to issue fractions of
Class A Common Shares or to distribute certificates which evidence fractional
Class A Common Shares. In lieu of such fractional shares, there shall be paid to
the registered holders of the Right Certificates with regard to which such
fractional shares would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of one Class A Common Share. For the
purposes of this paragraph (d), the current market value of one Class A Common
Share shall be the closing price of a Class A Common Share (as determined
pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to
the Exchange Date.

            Section 26. NOTICE OF CERTAIN EVENTS. (a) In case the Company shall
propose, at any time after the Distribution Date, (i) to pay any dividend
payable in stock of any class to the holders of Preferred Shares or to make any
other distribution to the holders of Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of Preferred Shares
rights, options or warrants to subscribe for or to purchase any additional
Preferred Shares at less than the current market price of the 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 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 more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as


<PAGE>

a whole) to, any other Person or Persons, or (v) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Right Certificate, in accordance with Section 27
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend, or distribution of rights, options 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 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 20 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 20 days prior to the
date of the taking of such proposed action or the date of participation therein
by the holders of the Preferred Shares, whichever shall be the earlier.

                  (b) In case the event set forth in Section 11(a)(ii) of this
Agreement shall occur, then (i) the Company shall as soon as practicable
thereafter give to each holder of a Right Certificate, in accordance with
Section 27 hereof, a notice of the occurrence of such event, which shall specify
the event and the consequences of the event to holders of Rights under Section
11(a)(ii) hereof and (ii) all references in the preceding paragraph to Preferred
Shares shall thereafter be deemed to refer to Class A Common Shares or, if
appropriate, to Common Stock Equivalents.

            Section 27. NOTICES. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                  Willcox & Gibbs, Inc.
                  900 Milik Street
                  Carteret, New Jersey  07008
                  Attention: President

            Subject to the provisions of Section 22 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder
of any Right Certificate to or on the Rights Agent shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

                  HSBC Bank USA
                  140 Broadway, 12th Floor
                  New York, New York 10005-1180
                  Attention: Issuer Services

            Notices or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any 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.


<PAGE>

            Section 28. SUPPLEMENTS AND AMENDMENTS. Prior to the earlier of the
Share Acquisition Date and the Distribution Date, and subject to the last
sentence of this Section 28, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend any provision of this Agreement, whether
or not adverse to the holders of Rights, without any approval of the holders of
Rights. From and after the earlier of the Share Acquisition Date and the
Distribution Date, and subject to the last sentence of this Section 28, the
Company and the Rights Agent may from time to time supplement or amend this
Agreement without any approval of the holders of Rights 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
extend the period during which the Rights may be redeemed; PROVIDED, HOWEVER,
that such period may not be extended if at the time of such supplement or
amendment the Rights are not then redeemable, or (iv) to change or supplement
the provisions herein to effectuate the purposes of this Agreement, or to make
any other provisions with respect to the Rights, which, in either such case,
shall not materially adversely affect the interests of the holders of Rights
(other than Acquiring Persons and Affiliates or Associates thereof). Upon the
delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 28, the Rights Agent shall execute such supplement or amendment;
PROVIDED, however, that the Rights Agent may, but shall not be obligated to,
enter into any such supplement or amendment which affects the Rights Agent's own
rights, duties or immunities under this Agreement. Notwithstanding anything
contained in this Agreement to the contrary, no supplement or amendment shall be
made which decreases the Redemption Price.

            Section 29. 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 30. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS,
ETC. The Board of Directors of the Company (acting by the affirmative vote of a
majority of the entire Board of Directors) shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including a determination to redeem or not
to redeem the Rights pursuant to Section 24 hereof, to exchange or not to
exchange the Rights pursuant to Section 25 hereof or to supplement or amend the
Agreement). All such actions, calculations, interpretations and determinations
(including, for purpose of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board of Directors in good faith, shall
(x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights.

            Section 31. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights


<PAGE>

Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common 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 Common Shares).

            Section 32. 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 33. GOVERNING LAW. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

            Section 34. 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 35. 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.

<PAGE>

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

Attest:                                   WILLCOX & GIBBS, INC.


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


Attest:                                   HSBC BANK USA


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

<PAGE>

                                                                       EXHIBIT A


                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                              WILLCOX & GIBBS, INC.



            WILLCOX & GIBBS, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"),

            DOES HEREBY CERTIFY:

            That pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, and pursuant to the
provisions of Sections 141 and 151 of the General Corporation Law of the State
of Delaware, said Board of Directors, at a meeting duly called and held on
__________, 2000, duly adopted a resolution providing for the issuance of one
series of the Corporation's Preferred Stock, $.001 par value per share, to be
designated "Series A Junior Participating Preferred Stock," and fixing the
designation, powers, preferences and relative, participating, optional or other
rights, and the qualifications, limitations or restrictions thereof, which
resolution is as follows:

            RESOLVED, that pursuant and subject to the provisions of Article
Fourth of the Certificate of Incorporation of the Corporation, as amended, there
is hereby established a series of Preferred Stock to which the following
provisions shall be applicable:

            SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

            1. DESIGNATION. The series shall be designated as "Series A Junior
Participating Preferred Stock" (hereinafter "this Series").

            2. NUMBER. The number of shares of this Series authorized to be
issued is 100,000. Such number may be increased or decreased by resolution of
the Board of Directors; PROVIDED, HOWEVER, that no decrease shall reduce the
number of shares of this Series to a number less than that of the shares then
outstanding.

            3. DIVIDENDS AND DISTRIBUTIONS.

            (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to this
Series with respect to dividends, the holders of shares of this Series shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available therefor, quarterly dividends payable in cash on the
last 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

<PAGE>

the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of this Series, 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 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions (other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock by reclassification or otherwise), declared on the Common Stock,
$.001 par value per share, of the Corporation (the "Class A 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 this Series. In the event the Corporation shall at any
time after ___________, 2000 declare or pay any dividend on the Class A Common
Stock payable in shares of Class A Common Stock, or effect a subdivision or
combination of the outstanding shares of Class A Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Class A
Common Stock) into a greater or lesser number of shares of Class A Common Stock,
then in each such case the amount to which holders of shares of this Series 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 Class A Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class A Common Stock that were outstanding immediately prior to such
event.

            (B) The Corporation shall declare a dividend or distribution on this
Series as provided in paragraph (A) of this Section immediately after it
declares a dividend or distribution on the Class A Common Stock (other than a
dividend payable in shares of Class A Common Stock); PROVIDED, HOWEVER, that in
the event no dividend or distribution shall have been declared on the Class A
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 this Series shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of this Series from the Quarterly Dividend Payment Date next preceding
the date of issue of such shares of this Series, 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 this Series 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 this Series 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 this Series entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

<PAGE>

            4. LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation (a "Liquidation"), no distribution shall be made (x) to the holders
of Class A Common Stock, Class B Common Stock, $.001 par value per share, of the
Corporation (the "Class B Common Stock"), or any other shares of stock ranking
junior (either as to dividends or upon Liquidation) to this Series unless, prior
thereto, the holders of shares of this Series shall have received an amount per
share equal to the greater of (i) $100, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, or (ii) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate amount to be distributed per share to holders of
Class A Common Stock, or (y) to the holders of stock ranking on a parity (either
as to dividends or upon Liquidation) with this Series, except distributions made
ratably on this Series and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
Liquidation. In the event the Corporation shall at any time after _________,
2000 declare or pay any dividend on the Class A Common Stock payable in shares
of Class A Common Stock, or effect a subdivision or combination of the
outstanding shares of Class A Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Class A Common Stock) into a greater
or lesser number of shares of Class A Common Stock, then in each such case the
aggregate amount to which holders of shares of this Series were entitled
immediately prior to such event under clause (ii) of clause (x) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Class A Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class A Common Stock that were outstanding immediately prior to such
event.

            For purposes of this Certificate, the voluntary sale, lease,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation to, or a consolidation or merger of the Corporation with, one or
more corporations shall not be deemed to be a Liquidation.

            5. REDEMPTION. The shares of this Series shall not be redeemable.

            6. VOTING RIGHTS. The holders of shares of this Series shall have
the following voting rights:

            (A) Subject to the provision for adjustment hereinafter set forth,
each share of this Series shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the Common stockholders of the Corporation. In
the event the Corporation shall at any time after __________, 2000 declare or
pay any dividend on the Class A Common Stock payable in shares of Class A Common
Stock, or effect a subdivision or combination of the outstanding shares of Class
A Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Class A Common Stock) into a greater or lesser number of shares of
Class A Common Stock, then in each such case the number of votes per share to
which holders of shares of this Series 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 Class A Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Class A
Common Stock that were outstanding immediately prior to such event.


<PAGE>

            (B) Except as otherwise provided herein, in the Certificate of
Incorporation of the Corporation or by-laws, the holders of shares of this
Series, the holders of shares of Class A Common Stock and the holders of shares
of Class B Common Stock shall vote together as one class on all matters
submitted to a vote of Common stockholders of the Corporation.

            (C) (i) If at any time dividends on any shares of this Series shall
            be in arrears in an amount equal to six full quarterly dividends
            thereon, the holders of this Series and all other series of
            Preferred Stock (in each case to the extent then entitled pursuant
            to the terms of such series), voting together as one class, shall
            have the exclusive and special right to elect two directors of the
            Corporation, and the number of directors constituting the Board of
            Directors of the Corporation shall be increased by two (if not
            previously increased in connection with the right of other series of
            Preferred Stock entitled to vote together with this Series to elect
            directors of the Corporation) for such purpose.

                  (ii) Whenever any such right of the holders of this Series
            shall have vested, such right may be exercised initially either at a
            special meeting of the holders of this Series and all other series
            so entitled to vote, if any, called as hereinafter provided, or at
            any annual meeting of stockholders, and thereafter at annual
            meetings of stockholders. The right of the holders of this Series
            voting separately as a class with such other series to elect members
            of the Board of Directors of the Corporation as aforesaid shall
            continue until such time as all dividends accrued on all shares of
            this Series shall have been paid in full, or declared and set apart
            for payment, at which time the special right of the holders of this
            Series so to vote separately as a class with such other series for
            the election of directors shall terminate, subject to revesting in
            the event of each and every subsequent occurrence of an arrearage
            specified in subparagraph (C)(i) above.

                  (iii) At any time when such special voting power shall have
            vested in the holders of this Series as provided in the preceding
            subparagraph (C)(i), the proper officer of the Corporation shall,
            upon the written request of the holders of record of at least 10% of
            the then outstanding voting power of shares of this Series and all
            other series entitled to vote in the election of such directors
            addressed to the Secretary of the Corporation, call a special
            meeting of the holders of this Series for the purpose of electing
            directors pursuant to this paragraph (C). Such meeting shall be held
            at the earliest practicable date. If such meeting shall not be
            called by the proper officer of the Corporation within twenty days
            after personal service of such written request upon the Secretary of
            the Corporation, or within twenty days after mailing the same within
            the United States of America, by registered mail addressed to the
            Secretary of the Corporation at its principal office, then the
            holders of record of at least 10% of the then outstanding voting
            power of shares of this Series and all-other series entitled to vote
            in the election of such directors may designate in writing one of
            their number to call such meeting at the expense of the Corporation,
            and such meeting may be called by such person so designated by
            giving the notice required for annual meetings of stockholders. Any
            holder of this Series so designated shall have access to the stock


<PAGE>

            books of the Corporation for the purpose of causing meetings of
            stockholders to be called pursuant to these provisions.
            Notwithstanding the provisions of this subparagraph (C)(iii), no
            such special meeting shall be called during the period within ninety
            days immediately preceding the date fixed for the next annual
            meeting of stockholders.

                  (iv) At any meeting held for the purpose of electing directors
            at which the holders of this Series and any other series of
            Preferred Stock shall have the special right to elect directors as
            provided in this paragraph (C), the presence, in person or by proxy,
            of the holders of 50% of the voting power of the then outstanding
            aggregate number of shares of this Series and such other series
            shall be required to constitute a quorum for the election of any
            director by the holders of such series. At any such meeting or
            adjournment thereof, (a) the absence of a quorum shall not prevent
            the election of directors other than those to be elected by all such
            series of Preferred Stock voting separately as a class, and the
            absence of a quorum for the election of such other directors shall
            not prevent the election of the directors to be elected by this
            Series and any other series of Preferred Stock that may be voting
            with it separately as a class, and (b) in the absence of either or
            both such quorums, the holders of a majority of the voting power of
            the shares present in person or by proxy of the stock or stocks
            which lack a quorum shall have power to adjourn the meeting for the
            election of directors who they are entitled to elect from time to
            time without notice other than announcement at the meeting until a
            quorum shall be present.

                  (v) During any period when the holders of this Series have the
            right to vote separately as a class for directors as provided in
            paragraph (C) hereof, (1) the directors so elected by the holders of
            the one or more series of Preferred Stock entitled to vote for such
            directors shall continue in office until the next succeeding annual
            meeting or until their successors, if any, are elected by such
            holders and qualify or, until termination of the right of the
            holders of the one or more series of Preferred Stock entitled to
            vote for such directors to vote separately as a class for directors
            as provided in paragraph (C) hereof and (2) vacancies in the Board
            of Directors shall be filled only by vote of a majority (even if
            that be only a single director) of the remaining directors
            theretofore elected by the holders of the one or more series of
            Preferred Stock which elected the directors whose office shall have
            become vacant or if there be no such remaining director, directors
            to fill such vacancies shall be elected by the holders of the one or
            more series of Preferred Stock entitled to vote for such directors
            at a special meeting called pursuant to the provisions of paragraph
            (C) hereof. Immediately upon any termination of the right of the
            holders of this Series and-any other series of Preferred Stock to
            vote separately as a class for directors as provided in paragraph
            (C) hereof, the term of office of the directors then in office so
            elected by the holders of this Series and any such other series
            shall terminate. Whenever the term of office of the directors so
            elected by the holders of this Series and any such other series
            shall terminate and the special voting power vested in the holders
            of this Series and any such other series as provided in paragraph


<PAGE>

            (C) hereof shall have terminated, the number of directors shall be
            such number as may be provided for in the by-laws irrespective of
            any increase made pursuant to the provisions of paragraph (C).

            (D) So long as any shares of this Series are outstanding, the
Corporation shall not, without the consent of the holders of two-thirds of the
outstanding shares of this Series, given by such holders as one class, and given
by vote in person or by proxy at a meeting called for that purpose or given in
writing, amend the Certificate of Incorporation or adopt or amend any
resolutions of the Board of Directors to alter or change the powers, preferences
or special rights of this Series so as to affect them adversely.

            (E) Except as provided herein, in the Certificate of Incorporation
of the Corporation or by law, holders of shares of this Series shall have no
special voting rights and their consent shall not be required for taking any
corporate action.

            7. CERTAIN RESTRICTIONS.

            (A) Whenever quarterly dividends or other dividends or distributions
payable on this Series as provided in Section 3 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of this Series outstanding shall have been paid in full, the
Corporation shall not:

                  (i) declare or pay dividends on, make any other distributions
            on, or redeem or purchase or otherwise acquire for consideration any
            Class A Common Stock, Class B Common Stock or any other shares of
            stock ranking junior (either as to dividends or upon Liquidation) to
            this Series;

                  (ii) declare or pay dividends on or make any other
            distributions on any shares of stock ranking on a parity (either as
            to dividends or upon Liquidation) with this Series, except dividends
            paid ratably on this Series 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 on a parity (either as to
            dividends or upon Liquidation) with this Series; PROVIDED, HOWEVER,
            that the Corporation may at any time redeem, purchase or otherwise
            acquire shares of any such parity stock in exchange for shares of
            any stock of the Corporation ranking junior (either as to dividends
            or upon Liquidation) to this Series; or

                  (iv) purchase or otherwise acquire for consideration any
            shares of this Series, or any shares of stock ranking on a parity
            (either as to dividends or upon Liquidation) with this Series,
            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


<PAGE>

            relative rights and preferences of the respective series and
            classes, shall determine in good faith will result in fair and
            equitable treatment among the respective series or classes.

            (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 7, purchase or otherwise acquire such shares at such time and in
such manner.

            8. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Class A Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
this Series shall at the same time be similarly exchanged for 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 Class A Common Stock is changed or exchanged. In the event the
Corporation shall at any time after _____________, 2000 declare or pay any
dividend on the Class A Common Stock payable in shares of Class A Common Stock,
or effect a subdivision or combination of the outstanding shares of Class A
Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Class A Common Stock) into a greater or lesser number of shares of
Class A 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 this
Series shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Class A Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Class A
Common Stock that were outstanding immediately prior to such event.

            9. RANKING. This Series shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of dividends and the
distribution of assets upon Liquidation, unless the terms of any such series
shall provide otherwise.

            10. FRACTIONAL SHARES. This Series may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of this
Series.

            11. OTHER RIGHTS. The holders of shares of this Series shall not
have any other preferences or special rights.

<PAGE>

            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed by ______________, its _______________, and attested by ___________,
its Secretary, this ___ day of ________, 2000.

                                          WILLCOX & GIBBS, INC.

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

Attest:




-----------------------------------
Name:
Title:  Secretary

<PAGE>

                                                                       EXHIBIT B





                         [Form of Right Certificate]

Certificate No. R-                                         ______________ Rights

NOT EXERCISABLE AFTER MAY 1, 2010 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT, AND TO EXCHANGE AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN
THE RIGHTS AGREEMENT. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY
OWNED BY (1) AN ACQUIRING PERSON OR ANY ASSOCIATE OR AFFILIATE THEREOF (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), (2) A TRANSFEREE OF AN ACQUIRING
PERSON (OR OF ANY SUCH ASSOCIATE OR AFFILIATE) WHO BECOMES A TRANSFEREE AFTER
THE ACQUIRING PERSON BECOMES SUCH OR (3) UNDER CERTAIN CIRCUMSTANCES, A
TRANSFEREE OF AN ACQUIRING PERSON (OR OF ANY SUCH ASSOCIATE OR AFFILIATE) WHO
BECOMES A TRANSFEREE BEFORE OR CONCURRENTLY WITH THE ACQUIRING PERSON BECOMING
SUCH, SHALL BECOME NULL AND VOID.

<PAGE>

                                Right Certificate

                              WILLCOX & GIBBS, INC.


            This certifies that ______________________________________________,
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of May 1, 2000 (the
"Rights Agreement"), between Willcox & Gibbs, Inc., a Delaware corporation (the
"Company"), and HSBC Bank USA (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (New York City time) on May 1, 2010 at the
office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-hundredth of a fully paid, non-assessable
share of Series A Junior Participating Preferred Stock, $.001 par value, of the
Company (the "Preferred Shares"), at a purchase price of $8.00 per one
one-hundredth of a 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
shares which may be purchased upon exercise thereof) set forth above, and the
Purchase Price per share set forth above, are the number and Purchase Price as
of May 1, 2000, based on the Preferred Shares as constituted at such date.

            From and after the occurrence of the event described in Section
11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right
Certificate are beneficially owned by (i) an Acquiring Person or any Associate
or Affiliate thereof (as such terms are defined in the Rights Agreement), (ii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such or (iii) under
certain circumstances, a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee before or concurrently with the
Acquiring Person becoming such, such Rights shall become null and void and no
holder hereof shall have any rights with respect to such Rights.

            As provided in the Rights Agreement, the Purchase Price and the
number and kind of Preferred Shares or other securities, which may be purchased
upon the exercise of the Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain events.

            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 office of the
Company and are also available upon written request to the Company.

<PAGE>

            This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office or offices 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 its option
at a redemption price of $.01 per Right or (ii) may be exchanged by the Company
at its option for shares of Class A Common Stock, $.001 par value per share, of
the Company (or, in certain circumstances, Common Stock Equivalents (as such
term is defined in the Rights Agreement)).

            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-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 Preferred Shares or
of any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or, to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

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

<PAGE>

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


Dated as of _____________, ____.


ATTEST:                                   WILLCOX & GIBBS, INC.




                                          By:
-----------------------------------          -----------------------------------
              Secretary                      Title




Countersigned:


HSBC BANK USA,
   as Rights Agent




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

<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)
________________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.


Dated as of _____________, ____




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


Signature Guaranteed:

<PAGE>

                                   CERTIFICATE

            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) the Rights evidenced by this Right Certificate [ ] are [ ] are
not being sold, assigned and transferred by or on behalf of a Person who is or
was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as
such terms are defined in the Rights Agreement);

            (2) after due inquiry and to the best knowledge of the undersigned,
the Rights evidenced by this Right Certificate [ ] are [ ] are not being sold,
assigned and transferred to a Person who is an Acquiring Person, an Affiliate or
Associate of an Acquiring Person or a nominee of any such Acquiring Person,
Associate or Affiliate;

            (3) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate
from any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

Dated as of ____________, ____




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

<PAGE>

                                     NOTICE

            The signatures to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.



<PAGE>



                          FORM OF ELECTION TO PURCHASE

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


To WILLCOX & GIBBS, INC.:

            The undersigned hereby irrevocably elects to exercise __________
Rights represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of the
Rights) and requests that certificates for such shares be issued in the name of:

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 of such Rights
shall be registered in the name and delivered to:
________________________________________________________________________________
Please insert social security
or other identifying number

                       (Please print name and address)

________________________________________________________________________________

________________________________________________________________________________


Dated as of ____________, ____




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

Signature Guaranteed:

<PAGE>

                                   CERTIFICATE

            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) the Rights evidenced by this Right Certificate [ ] are [ ] are
not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as such terms are
defined in the Rights Agreement);

            (2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate
from any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

Dated as of ____________, ____




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

<PAGE>

                                     NOTICE

            The signatures to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change whatsoever.

<PAGE>

                                                                       EXHIBIT C


                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON STOCK

            On April 28, 2000, the Board of Directors of Willcox & Gibbs, Inc.
(the "Company") declared a dividend distribution of one Right for each share of
Class A Common Stock, $.001 par value per share, of the Company (the "Class A
Common Shares") and each share of Class B Common Stock, $.001 par value per
share, of the Company (the "Class B Common Shares" and, together with the Class
A Common Shares, the "Common Shares") to be distributed to holders of the Common
Shares issuable pursuant to the Company's Plan of Reorganization, dated February
24, 2000, as of the close of business on May 1, 2000 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company a unit
("Unit") consisting of one one-hundredth of a share of Series A Junior
Participating Preferred Stock, $.001 par value per share, of the Company (the
"Preferred Shares"), at a price of $8.00 per Unit (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and HSBC Bank
USA, as Rights Agent.

            Initially, the Rights will be attached to all Common Share
certificates representing Common Shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares (an "Acquiring
Person"), or (ii) 10 business days (or such later day as may be determined by
action of the Board of Directors prior to such time as any person or group
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer if, upon consummation thereof, any person or group would be an
Acquiring Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Class A Common
Share or Class B Common Share certificates outstanding as of the Record Date, by
such certificate together with a copy of this Summary of Rights. The date of
announcement of the existence of an Acquiring Person referred to in clause (i)
above is hereinafter referred to as the "Share Acquisition Date."

            The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Share certificates.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common 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 Class A Common Shares or Class B Common Shares
outstanding as of the Record Date, with or without a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the Rights
associated with the shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing


<PAGE>

the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.

            The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 1, 2010, unless earlier redeemed or
exchanged by the Company as described below.

            In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right, except as provided
below, shall thereafter have the right to receive, upon exercise, Class A Common
Shares (or, in certain circumstances, Common Stock Equivalents (as such term is
defined in the Rights Agreement)) having a value equal to two (2) times the
exercise price of the Right. Upon the occurrence of any event described in the
preceding sentence, any Rights beneficially owned by (i) an Acquiring Person or
an Associate or Affiliate (as such terms are defined in the Rights Agreement) of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of the Rights Agreement,
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of the Rights Agreement or otherwise.

            At any time after the occurrence of the event described in the first
sentence of the preceding paragraph (and prior to the acquisition by any person
or group of affiliated or associated persons of 50% or more of the outstanding
Common Shares), the Board of Directors of the Company may exchange the Rights
(except Rights which previously have been voided as described above), in whole,
but not in part, at an exchange ratio of one Class A Common Share (or, in
certain circumstances, one Common Stock Equivalent) per Right.

            In the event that, following the earlier of the Distribution Date
and the Share Acquisition Date, (i) the Company engages in a merger or other
business combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business combination
transaction with another person in which the Company is the surviving
corporation, but in which all or part of the outstanding Common Shares are
changed or exchanged, or (iii) more than 50% of the Company's assets or earning
power is sold or transferred, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right (except Rights which
previously have been voided as described above) shall thereafter have the right
to receive, upon the exercise thereof at the then current exercise price of the
Right, common stock of the acquiring company having a value equal to two (2)
times the exercise price of the Right.


<PAGE>

            The Purchase Price payable, and the number of Units of Preferred
Shares or other securities 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, options or warrants to subscribe for Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness, stock (other than a dividend payable in Preferred Shares), assets
or cash (excluding regular quarterly cash dividends) or of subscription rights,
options or warrants (other than those referred to above). Such terms are also
subject to adjustment in the event of a stock split of the Class A Common Shares
or Class B Common Shares or a stock dividend on the Class A Common Shares or
Class B Common Shares payable in Class A Common Shares or Class B Common Shares
or subdivisions, consolidations or combinations of the Class A Common Shares or
Class B Common Shares occurring, in any such case, prior to the Distribution
Date.

            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 Units will be issued and, in lieu thereof, an
adjustment in cash will be made as provided in the Rights Agreement.

            At any time prior to such time as any person or group of affiliated
or associated persons becomes an Acquiring Person, the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.01 per Right,
subject to adjustment (the "Redemption Price"). Immediately upon the action of
the Board of Directors of the Company ordering the redemption of the Rights (or
at such later time as the Board of Directors may establish for the effectiveness
of such redemption), the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price. Until a Right is exercised,
the holder thereof, as such, will have no rights as a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends.

            The terms of the Rights may be amended by the Company and the Rights
Agent, provided that following the Distribution Date the amendment does not
materially adversely affect the interests of holders of Rights (other than an
Acquiring Person) and provided that no amendment shall be made which decreases
the Redemption Price.

            A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 10. A
copy of the Rights Agreement will be 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
incorporated herein by reference.