<PAGE>   1
                                                                     EXHIBIT 4.1


                               CELERIS CORPORATION

                                       AND

                        WELLS FARGO BANK MINNESOTA, N.A.

                                 AS RIGHTS AGENT

                                RIGHTS AGREEMENT

                            DATED AS OF MARCH 6, 2001


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                PAGE

<S>               <C>                                                                                           <C>
Section 1.        Certain Definitions.............................................................................1

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

Section 3.        Issue of Right Certificates.....................................................................4

Section 4.        Form of Right Certificates......................................................................5

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

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

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

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

Section 9.        Availability of Preferred Shares................................................................8

Section 10.       Preferred Shares Record Date....................................................................9

Section 11.       Adjustment of Purchase Price, Number and Kind of Shares or
                  Number of Rights................................................................................9

Section 12.       Certificate of Adjusted Purchase Price or Number of Shares.....................................16

Section 13.       Consolidation, Merger, Statutory Share Exchange or Sale or
                  Transfer of Assets or Earning Power............................................................16

Section 14.       Fractional Rights and Fractional Shares........................................................19

Section 15.       Rights of Action...............................................................................20

Section 16.       Agreement of Right Holders.....................................................................20

Section 17.       Right Certificate Holder Not Deemed a Shareholder..............................................20

Section 18.       Concerning the Rights Agent....................................................................21

Section 19.       Merger or Consolidation or Change of Name of Rights Agent......................................21

Section 20.       Duties of Rights Agent.........................................................................22

Section 21.       Change of Rights Agent.........................................................................23

Section 22.       Issuance of New Right Certificates.............................................................24

Section 23.       Redemption.....................................................................................24

Section 24.       Exchange.......................................................................................25

Section 25.       Notice of Certain Events.......................................................................26

Section 26.       Notices........................................................................................27

Section 27.       Supplements and Amendments.....................................................................27
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<TABLE>
<CAPTION>
                                                                                                                PAGE

<S>               <C>                                                                                           <C>
Section 28.       Successors.....................................................................................27

Section 29.       Benefits of this Agreement.....................................................................28

Section 30.       Severability...................................................................................28

Section 31.       Governing Law..................................................................................28

Section 32.       Counterparts...................................................................................28

Section 33.       Descriptive Headings...........................................................................28
</TABLE>


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<PAGE>   4

                                RIGHTS AGREEMENT

         This RIGHTS AGREEMENT (the "Agreement"), dated as of March 6, 2001
between CELERIS CORPORATION a Minnesota corporation (the "Company"), and Wells
Fargo Bank Minnesota, N.A., as Rights Agent (the "Rights Agent", which term
shall include any successor Rights Agent hereunder).

         WHEREAS, the Board of Directors of the Company (the "Board") the Board
has determined it desirable and in the best interest of the Company and its
shareholders to adopt a Shareholder Rights Plan and to implement that decision
by execution of this Agreement; and

         WHEREAS, the Board has authorized and declared a dividend of one
preferred share purchase right (a "Right") for each Common Share (as hereinafter
defined) of the Company outstanding as of the Close of Business (as hereinafter
defined) on March 6, 2001 (the "Record Date"), each Right representing the right
to purchase one one-hundredth of a Preferred Share (as hereinafter defined),
upon the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined).

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

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

                  (a)      "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, 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 15% or more of the
Common Shares of the Company then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or any Subsidiary of the
Company, or (iv) any Person holding Common Shares for or pursuant to the terms
of any such plan (each of (i) through (iv) an "Exempt Person"). Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person, together with all Affiliates
and Associates of such Person, shall become the Beneficial Owner of 15% or more
of the Common Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares of the Company, then
such Person shall be deemed to be an "Acquiring Person." Further, if the Board
of Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently, and such Person
promptly divests, or promptly enters into an agreement with, and satisfactory
to, the Company, in its sole discretion, to divest (without exercising or
retaining any power, including voting power, with respect to such shares) a
sufficient number of Common Shares (or securities


<PAGE>   5

convertible into, exchangeable into or exercisable for Common Shares) so that
such Person would no longer shall be the Beneficial Owner of 15% or more of the
Common Shares of the Company then outstanding, then such Person shall not be
deemed to be an "Acquiring Person" for any purposes of this Agreement.

                  (b)      "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as in effect on the date of this Agreement.

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

                           (i)      which such Person or any of such Person's
         Affiliates or Associates beneficially owns, directly or indirectly,
         including without limitation securities with respect to which such
         Person or any of such Person's Affiliates or Associates has "beneficial
         ownership" pursuant to Rule 13d-3 under the Exchange Act;

                           (ii)     which such Person or any of such Person's
         Affiliates or Associates has, directly or indirectly (A) the right to
         acquire (whether such right is exercisable immediately or only after
         the passage of time) pursuant to any agreement, arrangement or
         understanding (other than customary agreements with and between
         underwriters and selling group members with respect to a bona fide
         public offering of securities), or upon the exercise of conversion
         rights, exchange rights, rights (other than these Rights), warrants or
         options, or otherwise; provided, however, that a Person shall not be
         deemed the Beneficial Owner of, or to beneficially own, or to have
         beneficial ownership of, securities tendered pursuant to a tender or
         exchange offer made by or on behalf of such Person or any of such
         Person's Affiliates or Associates until such tendered securities are
         accepted for purchase or exchange; or (B) the right to vote or dispose
         of (including, without limitation, pursuant to any agreement,
         arrangement or understanding); or

                           (iii)    which are beneficially owned, directly or
         indirectly, by any other Person (or any Affiliates or Associates
         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 to the extent
         contemplated by the proviso to Section 1(c) (ii) (A)) or disposing of
         any securities of the Company;

provided, however, that a Person shall not be deemed the Beneficial Owner of, or
to beneficially own, or to have beneficial ownership of, any security (1) solely
because such security has been tendered pursuant to a tender or exchange offer
made by such Person or any of such Person's Affiliates or Associates until such
tendered security is accepted for payment or exchange, or (2) if the agreement,
arrangement or understanding to vote such security (x) arises solely from a
revocable proxy or consent given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the applicable
rules and regulations promulgated under the


                                       2
<PAGE>   6

Exchange Act and (y) is not also then reportable on Schedule 13(d) under the
Exchange Act (or any comparable or successor report) as being beneficially owned
by such Person.

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

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

                  (e)      "Close of Business" on any given date shall mean 5:00
P.M., Minneapolis, Minnesota time on such date; provided, however, that if such
date is not a Business Day it shall mean 5:00 P.M., Minneapolis, Minnesota on
the next succeeding Business Day.

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

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

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

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

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

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

                  (l)      "Shares Acquisition Date" shall mean the first date
of public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) of the Exchange Act
or any successor statute) by the Company or an Acquiring Person that an
Acquiring Person has become such.

                  (m)      "Subsidiary" of any Person shall mean any corporation
or other entity of which a majority of the voting power of the voting equity
securities or other equity interests entitled to vote in the election of
directors (or Persons with comparable responsibilities if the entity has no


                                       3
<PAGE>   7

directors) is beneficially owned, directly or indirectly, by such Person, or
otherwise controlled by such Person.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the Common Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such co-Rights Agents as it may deem necessary or
desirable, upon ten (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 Shares Acquisition Date
or (ii) the Close of Business on the tenth business day (or such later date as
may be determined by action of the Board of Directors prior to such time as any
Person becomes an Acquiring Person) after the date of the commencement by any
Person (other than an Exempt Person) of, or of the first public announcement of
the intention of any Person (other than an Exempt Person) to commence, a tender
or exchange offer the consummation of which would result in any Person (other
than an Exempt Person) becoming the Beneficial Owner of Common Shares
aggregating 15% or more of the then outstanding Common Shares (including any
such date that is after the date of this Agreement and prior to the issuance of
the Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates for Common Shares
registered in the names of the holders thereof (which certificates shall also be
deemed to be Right Certificates) and not by separate Right Certificates, and (y)
the right to receive Right Certificates will be transferable only in connection
with the transfer of Common Shares. Notwithstanding anything stated in this
Section 3, the Distribution Date shall in no event occur until the authority of
the Board of Directors of the Company to redeem the Rights pursuant to Section
23(b), as such Section may be amended pursuant to Section 27, shall have
terminated. As soon as practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign, and the Company will
send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class, 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 (a "Right Certificate"), evidencing
one Right for each Common Share so held. As of the Distribution Date, the Rights
will be evidenced solely by such Right Certificates.

                  (b)      On the Record Date, or as soon as practicable
thereafter, the Company will send a copy of a Summary of Rights to Purchase
Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of
Rights"), by first-class, postage-prepaid mail, to each record holder of 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 (or
the earlier Redemption Date or Final Expiration Date), the Rights will be
evidenced by such certificates registered in the names of the holders thereof.
Until the Distribution Date (or the earlier Redemption Date or Final Expiration


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<PAGE>   8

Date), the surrender for transfer of any certificate for 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 thereby.

                  (c)      Certificates for 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 or the Final
Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:

         This certificate also evidences and entitles the holder
         hereof to certain rights as set forth in a Rights Agreement
         between Celeris Corporation and Wells Fargo Bank Minnesota
         N.A., dated as of March 6, 2001 (the" Rights Agreement"), the
         terms of which (including restrictions on the transfer of
         such Rights) are hereby incorporated herein by reference and
         a copy of which is on file at the principal executive offices
         of Celeris Corporation. 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. Celeris Corporation will mail to the holder
         of this certificate a copy of the Rights Agreement without
         charge after receipt of a written request therefor. Under
         certain circumstances, as set forth in the Rights Agreement,
         Rights that are or were issued to any Person who becomes an
         Acquiring Person, or any Affiliate or Associate thereof (as
         such terms are defined in the Rights Agreement), whether
         currently held by or on behalf of such Person or by any
         subsequent holder thereof, may become null and void.

With respect to such certificates containing the foregoing legend, until the
earliest of the Distribution Date, the Redemption 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 surrender
for transfer of any such certificate shall also constitute the transfer of the
Rights associated with the Common Shares represented thereby. In the event that
the Company purchases or acquires any Common Shares after the Record Date but
prior to the Distribution Date, any Rights associated with such Common Shares
shall be deemed canceled and retired so that the Company shall not be entitled
to exercise any Rights associated with the Common Shares which are no longer
outstanding.

         Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase Preferred Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit B hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or automated
quotation system on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the
initial 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 Preferred Share set forth therein (the
"Purchase Price"), but the amount and type of securities purchasable upon the
exercise of each Right shall be subject to adjustment as provided herein.


                                       5
<PAGE>   9

         Section 5. Countersignature and Registration. The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, Chief
Executive Officer, President, Chief Financial Officer, any Vice President, or
its Treasurer, either manually or by facsimile signature. The Right Certificates
shall be countersigned either manually or by facsimile signature, by the Rights
Agent and shall not be valid for any purpose unless countersigned. In case any
officer of the Company who shall have signed any of the Right Certificates shall
cease to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the person who signed
such Right Certificates had not ceased to be such officer of the Company; and
any Right Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such person was not such an officer.

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

         Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14 hereof, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a) (ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered
then entitled such holder (or former holder in the case of a transfer) to
purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate
or Right Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent. Thereupon the Rights Agent shall, subject
to Section 14 hereof, countersign and deliver to the Person entitled thereto a
Right Certificate or Right Certificates, as the case may be, as so requested.
The Company may require payment by the registered holder 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. 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 until the
registered holder shall have duly completed and executed the form of assignment
on the form of assignment on the reverse side of such Right Certificate and
shall have provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or
Associates thereof as the Company shall reasonably request.

         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


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<PAGE>   10

destruction, of indemnity or security reasonably satisfactory to them, and, at
the Company's request, reimbursement to the Company and the Rights Agent of all
reasonable expenses incidental thereto, and upon surrender to the Rights Agent
and cancellation of the Right Certificate if mutilated, the Company will make
and deliver a new Right Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered owner in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.

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

                  (a)      Except as provided in Section 11(a)(ii), 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 completed and
executed, to the Rights Agent at the principal office of the Rights Agent,
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 March 6, 2011 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date"), or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof.

                  (b)      The Purchase Price for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a Right shall initially
be $7.50 (Seven dollars and fifty cents), shall be subject to adjustment from
time to time as provided in Section 11 or 13 hereof and shall be payable in
lawful money of the United States of America in accordance with paragraph (c)
below.

                  (c)      Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly completed and
executed, accompanied by payment of the Purchase Price for the shares to be
purchased and an amount equal to any applicable transfer tax required to be paid
by the holder of such Right Certificate in accordance with Section 9 hereof by
cash, certified check, cashier's check or money order payable to the order of
the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from
any transfer agent (or make available, if the Rights Agent is the transfer agent
for the shares) of the Preferred Shares certificates for the number of Preferred
Shares to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit the total number of Preferred Shares issuable upon
exercise of the Rights under this Agreement with a depository agent, requisition
from the depository agent depository 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 depository agent) and the Company
hereby directs the depository agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu
of issuance of fractional shares in accordance with Section 14 hereof, (iii)
promptly after receipt of such certificates or depository receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt, deliver such cash for
fractional interests in shares to or upon the order of the registered holder of
such Right Certificate.


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<PAGE>   11

                  (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 such holder's duly authorized assigns,
subject to the provisions of Section 14 hereof.

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

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

         Section 9. 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, 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 covenants and agrees that it will take
all such action as may be necessary to ensure that all Preferred Shares
delivered upon exercise of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of the Purchase Price
and any applicable transfer taxes), be duly and validly authorized and issued
and fully paid and nonassessable shares.

                  (d)      The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the Right
Certificates or of any 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


                                       8
<PAGE>   12

delivery of certificates or depository receipts for the Preferred Shares in a
name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or to issue or to deliver any
certificates or depository receipts for Preferred Shares 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 reasonable 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 any applicable transfer taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such person
shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on which the
Preferred Shares transfer books of the Company are open. Prior to the exercise
of the Rights evidenced thereby, the holder of a Right Certificate as such shall
not be entitled to any rights of a holder of Preferred Shares for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

         Section 11. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. The Purchase Price, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

                  (a)      (i)      In the event the Company shall at any time
         after the date of this Agreement (A) declare a dividend on the
         Preferred Shares payable in Preferred Shares, (B) subdivide the
         outstanding Preferred Shares, (C) combine the outstanding Preferred
         Shares into a smaller number of Preferred Shares or (D) issue any
         shares of its capital stock in a reclassification of the Preferred
         Shares (including any such reclassification in connection with a
         consolidation, merger or statutory share exchange in which the Company
         is the continuing, surviving or acquiring corporation), except as
         otherwise provided in this Section 11(a), the Purchase Price in effect
         at the time of the record date for such dividend or of the effective
         date of such subdivision, combination or reclassification, and the
         number and kind of shares of capital stock issuable on such date
         pursuant to the exercise of the Rights, shall be proportionately
         adjusted so that the holder of any Right exercised after such time
         shall be entitled to receive, upon payment of the Purchase Price (and
         any applicable transfer taxes), the aggregate number and kind of shares
         of capital stock which, if such Right had been exercised immediately
         prior to such date and at a time when the Preferred Shares transfer
         books of the Company were open, such holder would have owned upon such
         exercise and been entitled to receive by virtue of such dividend,
         subdivision, combination or reclassification. If an event occurs which
         would require adjustment under both Section 11(a)(i) and Section
         11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall
         be in addition to, and shall be made prior to, any adjustment required
         pursuant to Section 11(a)(ii).


                                       9
<PAGE>   13

                           (ii)     Subject to Section 24 of this Agreement, in
         the event any Person, alone or together with its Affiliates and
         Associates, becomes an Acquiring Person, each holder of a Right, except
         as provided below, shall thereafter have a right to receive, upon
         exercise thereof by payment of the amount equal to the then current
         Purchase Price multiplied by the number of one one-hundredths of a
         Preferred Share for which a Right would otherwise be then exercisable,
         in accordance with the terms of this Agreement and in lieu of Preferred
         Shares, such number of Common Shares of the Company as shall equal the
         result obtained by (x) multiplying the then current Purchase Price by
         the number of one one-hundredths of a Preferred Share for which a
         Right would otherwise be then exercisable and dividing that product by
         (y) 50% of the then current per share market price of the Company's
         Common Shares (determined pursuant to Section 11(d) hereof) on the date
         of the occurrence of such event; provided, however, that if the
         transaction that would otherwise give rise to the foregoing adjustment
         is also subject to the provisions of Section 13 hereof, then only the
         provisions of Section 13 hereof shall apply and no adjustment shall be
         made pursuant to this Section 11(a)(ii); and provided further that the
         adjustment set forth in this Section 11(a)(ii) shall be effective only
         at and after the time at which the authority of the Board of Directors
         of the Company to redeem the Rights pursuant to Section 23(b), as such
         Section may be amended pursuant to Section 27, shall have terminated.

                           Notwithstanding the foregoing, in the event any
         Person shall become an Acquiring Person, any Rights that are or, after
         becoming an Acquiring Person, were beneficially owned by an Acquiring
         Person (or any Associate or Affiliate of such Acquiring Person) shall
         become null and void at the time of such event without any further
         action, and no holder of such Rights shall thereafter have any right to
         exercise such Rights or any other 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
         or any Associate or Affiliate of any Acquiring Person whose Rights
         would be void pursuant to the preceding sentence; 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; and any Right
         Certificate delivered to the Rights Agent for transfer to an Acquiring
         Person whose Rights would be void pursuant to the preceding sentence or
         any Associate or Affiliate thereof shall be canceled. The Company shall
         use all reasonable efforts to insure that the provisions of this
         Section 11(a)(ii) are complied with, but shall have no liability to any
         holder of a Right Certificate or other Person as a result of its
         failure in good faith to make any determinations with respect to an
         Acquiring Person or its Affiliates or Associates.

                           (iii)    In lieu of issuing Common Shares in
         accordance with Section 11(a)(ii) hereof, the Company may, if the
         Company's Board of Directors determines that such action is necessary
         or appropriate and not contrary to the interest of holders of Rights
         (and, in the event that the number of Common Shares which are
         authorized by the Company's Articles of Incorporation but not
         outstanding or reserved for issuance for purposes other than upon
         exercise of the Rights are not sufficient to permit the exercise in
         full of the Rights, or if any necessary regulatory approval for such
         issuance has not been obtained by the Company): (A) determine the
         excess of (1) the value of the Common Shares issuable upon the exercise
         of


                                       10
<PAGE>   14

         a Right (the "Current Value") over (2) the Purchase Price (such excess,
         the "Spread") and (B) with respect to each Right, make adequate
         provision to substitute in whole or in part for such Common Shares,
         upon exercise of the Rights, (including, without limitation, full
         payment of the Purchase Price) (1) cash, (2) a reduction in the
         Purchase Price, (3) other equity securities of the Company (including,
         without limitation, shares or units of shares of any series of
         preferred stock which the Board of Directors of the Company has deemed
         to have the same value as Common Shares (such shares or units of shares
         of preferred stock are herein called "common share equivalents")),
         except to the extent that the Company has not obtained any necessary
         shareholder or regulatory approval for such issuance, (4) debt
         securities of the Company, except to the extent that the Company has
         not obtained any necessary shareholder or regulatory approval for such
         issuance, (5) other assets or (6) any combination of the foregoing,
         having an aggregate value equal to the Current Value, where such
         aggregate value has been determined by the Board of Directors of the
         Company based upon the advice of a nationally recognized investment
         banking firm selected by the Board of Directors of the Company;
         provided, however, if the Company shall not have made adequate
         provision to deliver value pursuant to clause (B) above within thirty
         (30) days following the later of (x) the first occurrence of a
         Distribution Date and (y) the date on which the Company's right of
         redemption pursuant to Section 23(b) expires (the later of (x) and (y)
         being referred to herein as the "Trigger Date"), then the Company shall
         be obligated to deliver, upon the surrender for exercise of a Right and
         without requiring payment of the Purchase Price, Common Shares (to the
         extent available), except to the extent that the Company has not
         obtained any necessary shareholder or regulatory approval for such
         issuance, and then, if necessary, cash, which shares and/or cash have
         an aggregate value equal to the Spread. If the Board of Directors of
         the Company shall determine in good faith that it is likely that
         sufficient additional Common Shares could be authorized for issuance
         upon exercise in full of the Rights or that any necessary regulatory
         approval for such issuance will be obtained, the thirty (30) day period
         set forth above may be extended to the extent necessary, but not more
         than ninety (90) days after the Trigger Date, in order that the Company
         may seek shareholder approval for the authorization of such additional
         shares or take action to obtain such regulatory approval (such period,
         as it may be extended, the "Substitution Period"). To the extent that
         the Company determines that some action need be taken pursuant to the
         first and/or second sentences of this Section 11(a)(iii), the Company
         (x) shall provide, subject to the second paragraph of Section 11(a)(ii)
         hereof, that such action shall apply uniformly to all outstanding
         Rights and (y) may suspend the exercisability of the Rights until the
         expiration of the Substitution Period in order to seek any
         authorization of additional shares, to take any action to obtain any
         required regulatory approval and/or to decide the appropriate form of
         distribution to be made pursuant to such first sentence and to
         determine the value thereof. In the event of any such suspension, the
         Company shall issue a public announcement stating that the
         exercisability of the Rights has been temporarily suspended, as well
         as a public announcement at such time as the suspension is no longer in
         effect. For purposes of this Section 11(a)(iii), the value of the
         Common Shares shall be the current per share market price (as
         determined pursuant to Section 11(d) hereof) of the Common Shares on
         the Trigger Date and the value of any "common stock equivalent" shall
         be deemed to have the same value as the Common Shares on such date.


                                       11
<PAGE>   15

                  (b)      In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Preferred Shares (or shares having the same
rights, privileges and preferences as the Preferred Shares ("equivalent
preferred shares")) or securities convertible into Preferred Shares or
equivalent preferred shares at a price per Preferred Share or equivalent
preferred share (or having a conversion price per share, if a security
convertible into Preferred Shares or equivalent preferred shares) less than the
then current per share market price of the Preferred Shares (as determined
pursuant to Section 11(d) hereof)) on such record date, the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of 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 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 per
share 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 binding on the Rights Agent and the
holders of the Rights. Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed;
and in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

                  (c)      In case the Company shall fix a record date for the
making of a distribution to all holders of the Preferred Shares (including any
such distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation or in a statutory share
exchange) of evidences of indebtedness or cash or non-cash assets (other than a
regular quarterly cash dividend or a dividend payable in Preferred Shares) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the then current per
share market price of the Preferred Shares (as determined pursuant to Section
11(d) hereof) on such record date, less the fair market value (as determined in
good faith by the Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent) of the portion of the
evidences of indebtedness or cash or non-cash assets so to be distributed on, or
of such subscription rights or warrants applicable to, one Preferred Share and
the denominator of which shall be such current per share market price of the
Preferred Shares. Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution's record date had
not so made, the Purchase Price shall again be adjusted to be the Purchase Price
which would then be in effect if such had not been fixed.


                                       12
<PAGE>   16

                  (d)      (i)      For the purpose of any computation
         hereunder, the "current per share market price" of any security (a
         "Security" for the purpose of this Section 11(d)(i)) on any date shall
         be deemed to be the average of the daily closing prices per share of
         such Security for the 30 consecutive Trading Days (as such term is
         hereinafter defined) immediately prior to such date; provided, however,
         that in the event that the current per share market price of the
         Security is determined during a period following the announcement by
         the issuer of such Security of (A) a dividend or distribution on such
         Security payable in shares of such Security or securities convertible
         into such Security (other than the Rights), or (B) any subdivision,
         combination or reclassification of such Security, and prior to the
         expiration of 30 Trading Days after the ex-dividend date for such
         dividend or distribution, or the record date for such subdivision,
         combination or reclassification, then, and in each such case, the
         current per share market price shall be appropriately adjusted to
         reflect the current market price per share equivalent of such Security.
         The closing price for each day shall be the last sale price, regular
         way, or, in case no such sale takes place on such day, the average of
         the closing bid and asked prices, regular way, in either case as
         reported in the principal consolidated transaction reporting system
         with respect to securities listed or admitted to trading on the New
         York Stock Exchange or, if the Security is not listed or admitted to
         trading on the New York Stock Exchange, as reported in the principal
         consolidated transaction reporting system with respect to securities
         listed on the principal national securities exchange on which the
         Security is listed or admitted to trading or, if the Security is not
         listed or admitted to trading on any national securities exchange, the
         last quoted price or, if not so quoted, the average of the high bid and
         low asked prices in the over-the-counter market, as reported by the
         National Association of Securities Dealers, Inc. Automated Quotations
         System ("NASDAQ") or such other system then in use, or, if on any such
         date the Security is not quoted by any such organization, the average
         of the closing bid and asked prices as furnished by a professional
         market maker making a market in the Security selected by the Board of
         Directors of the Company. If on any such date no market maker is making
         a market in the Security, 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 in lieu of the closing price for such date. The term "Trading
         Day" shall mean a day on which the principal national securities
         exchange on which the Security is listed or admitted to trading is open
         for the transaction of business or, if the Security is not listed or
         admitted to trading on any national securities exchange, a Business
         Day. Except as provided in Section 11(d)(ii) with respect to Preferred
         Shares, if on any such day the Security is not publicly held or no
         professional market maker is making a market in the Security, the fair
         value of such Security on such day as determined in good faith by the
         Board of Directors of the Company (whose determination shall be
         described in a statement filed with the Rights Agent and shall be
         binding on the Rights Agent and the holders of the Rights) shall be
         used in lieu of the closing price for such day.

                           (ii)     For the purpose of any computation
         hereunder, the "current per share market price" of the Preferred Shares
         shall be determined in accordance with the method set forth in Section
         11(d)(i). If the Preferred Shares are not publicly traded, the "current
         per share market price" of the Preferred Shares shall be conclusively
         deemed to be the current per share market price of the Common Shares as
         determined pursuant to Section 11(d)(i) (appropriately adjusted to
         reflect any stock split, stock dividend or similar transaction
         occurring after the date hereof), multiplied by one hundred. If neither
         the Common Shares


                                       13
<PAGE>   17

         nor the Preferred Shares are publicly held or so listed or traded,
         "current per share market price" shall mean the fair value per share as
         determined in good faith by the Board of Directors of the Company,
         whose determination shall be described in a statement filed with the
         Rights Agent and shall be binding on the Rights Agent and the holders
         of the Rights.

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

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

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

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


                                       14
<PAGE>   18

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 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.

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

                  (k)      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.

                  (l)      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 (i) consolidation or subdivision of the
Preferred Shares, (ii) issuance wholly for cash of any Preferred Shares at less
than the current market price, (iii) issuance wholly for cash of Preferred
Shares or securities which by their terms are convertible into or exchangeable
for Preferred Shares, (iv) dividends on Preferred Shares payable in Preferred
Shares or (v) issuance of rights, options or warrants referred to herein above
in Section 11(b), hereafter made by the Company to holders of its Preferred
Shares shall not be taxable to such shareholders.


                                       15
<PAGE>   19

                  (m)      Anything in this Agreement or the Rights
notwithstanding, in the event that at any time after the date of this Agreement
and prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on the Common Shares payable in Common Shares or (ii) effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (A) 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 Common Shares
outstanding immediately before such event and the denominator of which is the
number of Common Shares outstanding immediately after such event, and (B) each
Common Share outstanding immediately after such event shall have issued with
respect to it that number of Rights which each Common Share outstanding
immediately prior to such event had issued with respect to it. The adjustments
provided for in this Section 11(m) shall be made successively whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected. If an event occurs which would require adjustment under both
Section 11(a)(ii) and this Section 11(m), the adjustment provided for in this
Section 11(m) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii).

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Shares or the
Preferred Shares a copy of such certificate and (c) if such adjustment is made
after the Distribution Date, mail a brief summary thereof to each holder of a
Right Certificate in accordance with Section 25 hereof.

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

                  (a)      In the event that, after the Distribution Date or
within 15 days prior thereto, directly or indirectly:

                           (i)      the Company 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;

                           (ii)     any Person shall consolidate with the
         Company, 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 the Company), money
         or any other property (except as the result of the exercise of
         statutory dissenters' rights); or

                           (iii)    the Company shall effect a statutory share
         exchange with the outstanding Common Shares of the Company being
         exchanged for stock or other securities of any Person, cash or other
         property;


                                       16
<PAGE>   20

                           (iv)     the Company shall sell or otherwise transfer
         (or one or more of its Subsidiaries shall sell or otherwise transfer),
         in one or a series of related transactions, assets or earning power
         aggregating 50% or more of the assets or earning power of the Company
         and its Subsidiaries (taken as a whole) to any other Person or Persons
         (other than the Company or one or more of its wholly owned
         Subsidiaries), then, and in each such case (i) through (iv), proper
         provision shall be made so that

                                    (A)      each holder of a Right (except as
                  otherwise provided herein) shall thereafter have the right to
                  receive, upon the exercise thereof by payment of the amount
                  equal to the product of the number of one one-hundredths of a
                  Preferred Share which would otherwise be issuable upon
                  exercise of a Right and the then current Purchase Price in
                  accordance with the terms of this Agreement and in lieu of
                  Preferred Shares, such number of validly authorized and
                  issued, fully paid, nonassessable and freely tradable Common
                  Shares of the Principal Party (as hereinafter defined), not
                  subject to any liens, encumbrances, rights of first refusal or
                  adverse claims, as shall be equal to the result obtained by
                  (A) multiplying the then current Purchase Price by the number
                  of one one-hundredths of a Preferred Share for which a Right
                  would otherwise be exercisable and dividing that product by
                  (B) 50% of the then current per share market price of the
                  Common Shares of such Principal Party (determined pursuant to
                  Section 11(d) hereof) on the date of consummation of such
                  consolidation, merger, exchange, sale or transfer;

                                    (B)      such Principal Party shall
                  thereafter be liable for, and shall assume, by virtue of such
                  consolidation, merger, sale, exchange or transfer, all the
                  obligations and duties of the Company pursuant to this
                  Agreement;

                                    (C)      the term "Company" shall thereafter
                  be deemed to refer to such Principal Party; and

                                    (D)      such Principal Party shall take
                  such steps (including, but not limited to, the reservation of
                  a sufficient number of its Common Shares) in 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.

                  (b)      "Principal Party" shall mean:

                           (i)      in the case of any transaction described in
         clauses (i), (ii) or (iii) of the first sentence of Section 13(a), the
         Person (including, without limitation, the Company as successor thereto
         or as the surviving corporation) that is the issuer of any securities
         into which Common Shares of the Company are converted in such merger,
         consolidation or exchange, or if no securities are so issued, the
         Person that is the other party to such merger, consolidation or
         exchange; and


                                       17
<PAGE>   21

                           (ii)     in the case of any transaction described in
         clause (iv) of the first sentence of Section 13(a), the Person that is
         the party receiving the greatest portion of the assets or earning power
         transferred pursuant to such transaction or transactions; provided,
         however, that in any such case, (1) if the Common Shares of such Person
         are not at such time or have not been continuously over the preceding
         12-month period registered under Section 12 of the Exchange Act, and
         such Person is a direct or indirect Subsidiary of another Person the
         Common Shares of which are and have been so registered, "Principal
         Party" shall refer to such other Person, and (2) in case such Person is
         a Subsidiary, directly or indirectly, of more than one Person, the
         Common Shares of two or more of which are and have been so registered,
         "Principal Party" shall refer to whichever of such Persons is the
         issuer of the Common Shares having the greatest aggregate market value.

                  (c)      The Company shall not consummate any event described
in clauses(i), (ii), (iii) or (iv) of the first sentence of Section 13(a) unless
the Principal Party shall have a sufficient number of authorized, unreserved
Common Shares which have not been issued or are held in treasury to permit the
exercise in full of the Rights in accordance with this Section 13 and unless
prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in paragraphs (a) and (b) of this Section 13 and further providing
that, as soon as practicable after the date of any event described in clauses
(i), (ii), (iii) or (iv) of the first sentence of Section 13(a), the Principal
Party will:

                           (i)      prepare and file a registration statement
         under the Act, with respect to the Rights and the securities
         purchasable upon exercise of the Rights, on an appropriate form, and
         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 earlier of (1) the date as of which the
         Rights are no longer exercisable for such securities or (2) the Final
         Expiration Date;

                           (ii)     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; and

                           (iii)    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.

                  (d)      The Company shall not enter into any transaction of
the kind referred to in this Section 13 if at the time of such transaction there
are any rights, warrants, instruments or securities outstanding or any
agreements or arrangements which, as a result of the consummation of such
transaction, would eliminate or substantially diminish the benefits intended to
be afforded by the Rights.

                  (e)      The provisions of this Section 13 shall similarly
apply to successive mergers, consolidations, exchanges, sales or other
transfers.


                                       18
<PAGE>   22

         Section 14. Fractional Rights and Fractional Shares.

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

                  (b)      The Company shall not be required to issue fractions
of Preferred 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 depository
receipts, pursuant to an appropriate agreement between the Company and a
depository selected by it; provided, that such agreement shall provide that the
holders of such depository receipts shall have all the rights, privileges and
preferences to which they are entitled as beneficial owners of the Preferred
Shares represented by such depository receipts. In lieu of fractional Preferred
Shares that are not integral multiples of one one-hundredth of a Preferred
Share, the Company shall pay to the registered holders of Right Certificates at
the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of one Preferred Share. For the
purposes of this Section 14 (b), the current market value of a Preferred Share
shall be the closing price of a Preferred Share (as determined pursuant to the
second sentence of Section 11(d)(i) hereof) for the Trading Day immediately
prior to the date of such exercise.

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


                                       19
<PAGE>   23

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

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

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

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

                  (c)      the Company and the Rights Agent may deem and treat
the person in whose name the Right Certificate (or, prior to the Distribution
Date, the associated 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 Certificates or the associated 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 shall
be affected by any notice to the contrary.

         Section 17. Right Certificate Holder Not Deemed a Shareholder. 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 shareholder 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
shareholders (except as provided in Section 25 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.


                                       20
<PAGE>   24

         Section 18. Concerning the Rights Agent.

                  (a)      The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable expenses and counsel fees
and other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless against,
any loss, liability, or expense, incurred without 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.

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

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

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

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


                                       21
<PAGE>   25

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

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

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

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

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

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


                                       22
<PAGE>   26

instruments and assurances as may reasonably be required by the Rights Agent for
the carrying out or performing by the Rights Agent of the provisions of this
Agreement.

                  (g)      The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
any one of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any 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 by it in good faith in accordance with instructions of
any such officer or for any delay in acting while waiting for those
instructions.

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

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

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

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


                                       23
<PAGE>   27

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

         Section 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement,

         Section 23. Redemption.

                  (a)      The Rights may be redeemed only by action of a
majority of the Board of Directors pursuant to paragraph (b) of this Section 23
and shall not be redeemed in any other manner.

                  (b)      The Board of Directors of the Company may, at its
option, at any time prior to the Close of Business on the earlier of (i) the
Shares Acquisition Date or (ii) the Final Expiration Date, redeem all but not
less than all the then outstanding Rights at a redemption price of $.001 per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"). The redemption of the Rights
by the Board may be made effective at such time, on such basis and with such
conditions as the Board in its sole discretion may establish.

                  (c)      Immediately upon the effectiveness of the redemption
of the Rights pursuant to paragraph (b) of this Section 23 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. Within 10 days after such action ordering the
redemption of the Rights, the Company shall mail a notice of redemption to all
the holders of the then outstanding Rights at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to


                                       24
<PAGE>   28

the Distribution Date, on the registry books of the transfer agent for the
Common Shares. Any notice that is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other than in connection with the purchase of Common Shares prior to the
Distribution Date.

         Section 24. Exchange.

                  (a)      The Board of Directors of the Company may, at its
option, at any time after the date the Rights first become exercisable for
Common Shares pursuant to Section 11(a)(ii), exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Section 11(a) (ii) hereof) for Common
Shares, with each Right to be exchanged for such number of Common Shares as
shall equal the result obtained by dividing (x) the then current Purchase Price
by (y) the current per share market price of Common Shares (determined pursuant
to Section 11(d) hereof) on the date the Rights first become exercisable for
Common Shares pursuant to Section 11(a)(ii) (such number of shares being
hereinafter referred to as the "Exchange Ratio"). The Exchange Ratio shall be
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction affecting the Common Shares that occurs after the date the Rights
first become exercisable for Common Shares pursuant to Section 11(a)(ii).
Notwithstanding the foregoing, the Board of Directors of the Company shall not
be empowered to effect such exchange at any time after any Person (other than an
Exempt Person), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Shares then
outstanding.

                  (b)      Immediately upon the action of the Board of Directors
of the Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 24 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of Common Shares equal to
the number of such Rights held by such holder multiplied by the Exchange Ratio.
The Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
that is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

                  (c)      In the event that there shall not be sufficient
authorized, unissued and unreserved Common Shares to permit any exchange of
Rights as contemplated in accordance with this Section 24, the Company, at its
option, may substitute Preferred Shares (or equivalent preferred shares, as such
term is defined in Section 11(b) hereof, or common share equivalents, as such
term


                                       25
<PAGE>   29

is defined in Section 11(a)(iii)(B)(3) hereof) for Common Shares exchangeable
for Rights, at the initial rate of one one-hundredth of a Preferred Share (or
equivalent preferred share) or one common share equivalent for each Common
Share, as appropriately adjusted to reflect stock splits, stock dividends or
similar transactions affecting the Common Shares that occur after the date of
this Agreement.

                  (d)      In the event that there shall not be sufficient
Common Shares, Preferred Shares, equivalent preferred shares or common share
equivalents, authorized, unissued and unreserved to permit the exchange of
Rights as contemplated in accordance with this Section 24, the Company shall
take all such action as may be necessary to authorize additional Common Shares
or Preferred Shares, equivalent preferred shares or common share equivalents for
issuance upon exchange of the Rights.

                  (e)      The Company shall not be required to issue fractions
of Common Shares or to distribute certificates which evidence fractional Common
Shares. In lieu of such fractional Common Shares, the Company shall pay to the
registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash equal to
the same fraction of the current market value of a whole Common Share. For the
purposes of this paragraph (e), the current market value of a whole Common Share
shall be the closing price of a Common Share (as determined pursuant to the
second sentence of Section 11(d)(i) hereof) for the Trading Day immediately
prior to the date of exchange pursuant to this Section 24.

         Section 25. 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 its Preferred Shares or to make any other distribution to the
holders of its Preferred Shares (other than a regular quarterly cash dividend),
(ii) to offer to the holders of its Preferred Shares rights or warrants to
subscribe for or to purchase any additional Preferred Shares or shares of stock
of any class or any other securities, rights or options, (iii) to effect any
reclassification of its Preferred Shares (other than a reclassification
involving only the subdivision of outstanding Preferred Shares), (iv) to effect
any consolidation, merger or statutory share exchange into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, (v) to effect the liquidation, dissolution or
winding up of the Company, or (vi) to declare or pay any dividend on the Common
Shares payable in Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise than by
payment of dividends in Common Shares), then, in each such case, the Company
shall give to each holder of a Right Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, or distribution
of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least 10 days prior to the record date for determining holders of the
Preferred Shares for purposes of such action, and in the case of any such other
action, at least 10 days prior


                                       26
<PAGE>   30

to the date of the taking of such proposed action or the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, whichever
shall be the earlier.

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

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

                  Celeris Corporation
                  1801 West End Avenue, Suite 750
                  Nashville, TN 37203
                  Attention: Paul R. Johnson

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

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

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

         Section 27. Supplements and Amendments. By action of the Board of
Directors, the Company may and the Rights Agent shall, if so directed from the
Company, from time to time supplement or amend this Agreement without the
approval of any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
with respect to the Rights which the Company may deem necessary or desirable,
any such supplement or amendment to be evidenced by a writing signed by the
Company and the Rights Agent; provided, however, that from and after such time
as any Person becomes an Acquiring Person, this Agreement shall not be amended
in any manner which would adversely affect the interests of the holders of
Rights.


                                       27
<PAGE>   31

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

         Section 29. Benefits of this Agreement.

                  (a)      Nothing in this Agreement shall be construed to give
to any person or corporation other than the Company, the Rights 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. 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).

                  (b)      The Board of Directors of the Company shall have the
exclusive power and total and complete authority to administer this Agreement
and to exercise all rights and powers specifically granted to the Board of
Directors or the Company or necessary or advisable in the administration of this
Agreement, including without limitation the right and power to interpret this
Agreement and to make conclusively all determinations deemed necessary or
advisable for the administration of this Agreement. All such acts, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) that are done or made by the Board
of Directors of the Company in good faith shall (x) be final, conclusive and
binding on the Company, the Rights Agent and the holders of the Rights and all
other parties and (y) not subject the Board of Directors of the Company to any
liability to the holders of the Rights or any other party.

         Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         Section 31. 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 Minnesota 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 32. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

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


                                       28
<PAGE>   32

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

CELERIS CORPORATION                          WELLS FARGO BANK MINNESOTA, N.A.


By: /s/ Paul R. Johnson                      By: /s/ Kenneth P. Swanson
    --------------------------------             -------------------------------
    Paul R. Johnson                              Kenneth P. Swanson
    Vice President                               Authorized Representative
    Chief Financial Officer and Secretary


                                       29
<PAGE>   33
                                    EXHIBIT A

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       of

                  SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
                                ($.01 Par Value)
                                       of
                               CELERIS CORPORATION
                      (Pursuant to Section 302A.401 of the
                       Minnesota Business Corporation Act)

         The undersigned, Paul R. Johnson, Secretary of Celeris Corporation, a
corporation organized and existing under the business corporation act of the
State of Minnesota (hereinafter called the "Corporation"), hereby certifies
that:

         (i)      the following resolutions establishing a series of junior
                  participating preferred stock pursuant to Chapter 302A of the
                  Minnesota Statutes were adopted by the Board of Directors of
                  the Corporation at a meeting duly called and held to be
                  effective on March 6, 2001:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Articles of
Incorporation of the Corporation, the Board of Directors hereby creates a series
of Preferred Stock, $.01 par value (the "Preferred Stock"), of the Corporation
and hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

         Series B Junior Participating Preferred Stock:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series B Junior Participating Preferred Stock" (the "Series B
Preferred Stock") and the number of shares constituting the Series B Preferred
Stock shall be 1,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series B Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series B Preferred Stock.

         Section 2.  Dividends and Distributions.

         (A)      Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series B Preferred Stock with respect to dividends, the holders of shares of
Series B Preferred Stock, in preference to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds


                                      A-1
<PAGE>   34

legally available for such purpose, quarterly dividends payable in cash on the
first day of January, March, June and September in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series B Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1 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 since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series B Preferred Stock. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series B Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (B)      The Corporation shall declare a dividend or distribution on
the Series B Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the
Series B Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

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



                                      A-2
<PAGE>   35

         Section 3. Voting Rights. The holders of shares of Series B Preferred
Stock shall have the following voting rights:

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

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

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

         Section 4.  Certain Restrictions.

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

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

                  (ii)     declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except dividends paid ratably on the Series B Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

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


                                      A-3
<PAGE>   36

acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series B Preferred Stock; or

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

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

         Section 5. Reacquired Shares. Any shares of Series B Preferred Stock
purchased or otherwise acquired by the Corporation shall become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Articles of incorporation, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series B
Preferred Stock unless, prior thereto, the holders of shares of Series B
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series B
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series B Preferred Stock, except distributions made, ratably on the Series B
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series B Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.


                                      A-4
<PAGE>   37

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

         Section 8.  No Redemption.  The shares of Series B Preferred Stock
shall not be redeemable.

         Section 9.  Rank. The Series B Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

         Section 10. Amendment. If any shares of the Series B Preferred Stock
are outstanding, the Articles of Incorporation of the Corporation shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series B Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of at least a
majority of the outstanding shares of Series B Preferred Stock, voting together
as a single class.

         (ii)     That these resolutions have been adopted in accordance with
                  the requirements of, and pursuant to, Chapter 302A of the
                  Minnesota Statutes and shall be effective when filed with the
                  Minnesota Secretary of State.

         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Secretary this 6th day of March, 2001.


                                           -------------------------------------
                                           Paul R. Johnson
                                           Vice President
                                           Chief Financial Officer and Secretary


                                      A-5
<PAGE>   38

                                    EXHIBIT B

                            FORM OF RIGHT CERTIFICATE

Certificate No. R-                                            ___________ Rights


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

NOT EXERCISABLE AFTER 5:00 p.m., MINNEAPOLIS, MINNESOTA ON __________, 2011 OR
EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION
AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED AN ACQUIRING
PERSON (AS THAT TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                                Right Certificate

                               CELERIS CORPORATION

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

         This certifies that ___________________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March 6, 2001 (the "Rights Agreement"),
between Celeris Corporation, a Minnesota corporation (the "Company"), and Wells
Fargo Bank Minnesota, N.A. (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., Minneapolis, Minnesota, on March 6, 2011 at
the principal office of the Rights Agent, or at the office of its successor as
Rights Agent, one one-hundredth of a fully paid non-assessable share of Series B
Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company, at a purchase price of $7.50 (Seven dollars and fifty
cents) per one one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of March 6, 2001 based on the
Preferred Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share 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


                                      B-1
<PAGE>   39

at the principal executive offices of the Company and the above-mentioned
offices of the Rights Agent.

         In the event that any Person shall become an Acquiring Person (as such
terms are defined in the Rights Agreement), any Rights evidenced by this Right
Certificate that are or, after becoming an Acquiring Person, were beneficially
owned by any Acquiring Person or an Associate or Affiliate of such Acquiring
Person (as such terms are defined in the Rights Agreement) shall be null and
void.

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

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

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

         No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise 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, manually or by facsimile signature, by
the Rights Agent.


                                      B-2
<PAGE>   40


         WITNESS the manual or facsimile signature of the proper officer of the
Company. Dated as of [DATE:].


                                        CELERIS CORPORATION

                                        By:
                                               --------------------------------
                                        Its:
                                               --------------------------------

                                        Countersigned:

                                        WELLS FARGO BANK MINNESOTA, N.A.

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


                                      B-3
<PAGE>   41

                    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:
        -------------------                         ---------------------------
                                                    Signature

Signature Medallion Guaranteed:

         All guarantees must be made by a financial institution (such as a bank
or broker) which is a participant in the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program
("SEMP") and must not be dated. Guarantees by a notary public are not
acceptable.

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

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


                                      B-4
<PAGE>   42


             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

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

         To:      CELERIS CORPORATION

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



---------------------------------
Please insert social security
or other identifying number


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

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

---------------------------------
(Please print name and address)




Dated:
        -------------------                         ---------------------------
                                                    Signature

Signature Medallion Guaranteed:

         All guarantees must be made by a financial institution (such as a bank
or broker) which is a participant in the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program
("SEMP") and must not be dated. Guarantees by a notary public are not
acceptable.


                                      B-5
<PAGE>   43


             Form of Reverse Side of Right Certificate - - continued

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

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


                                     NOTICE

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

         In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.


                                      B-6
<PAGE>   44

                                    EXHIBIT C

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES
                                       OF
                               CELERIS CORPORATION

Introduction

         On March 6, 2001, the Board of Directors of Celeris Corporation (the
"Company"), declared a dividend of one preferred share purchase right (a
"Right") per share for each outstanding share of common stock, par value $.01
(the "Common Shares"), of the Company. The dividend is payable on March 6, 2001
(the "Record Date") to shareholders of record at the close of business on that
date. The description and terms of the Rights are set forth in a Rights
Agreement (the" Rights Agreement"), dated as of March 6, 2001, between the
Company and Wells Fargo Bank Minnesota N.A., as Rights Agent (the "Rights
Agent").

         The description that follows of the terms of the Rights Agreement and
of the Rights issued thereunder is a general description only and does not
purport to be complete. The terms of the Rights will in all cases be governed by
the Rights Agreement. A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated March 6, 2001. A copy of the Rights Agreement is available free
of charge from the Company.

Purchase Price

         Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series B Junior Participating Preferred Stock,
par value $.01 (the "Preferred Shares"), of the Company at a price of $7.50
(Seven dollars and fifty cents) per one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.

Distribution Date

         Initially, the Rights will be attached to all certificates representing
the Common Shares then outstanding, and no separate certificates evidencing the
Rights ("Rights Certificates") will be distributed. The Rights will separate
from the Common Shares and a "Distribution Date" will occur upon the earlier of
(i) the date that a person or group of affiliated or associated persons becomes
an "Acquiring Person" (as defined below), or (ii) ten (10) business days (or
such later date as the Board shall determine) following the commencement of a
tender offer or exchange offer that would result in a person or group becoming
an "Acquiring Person." Except as set forth below, an "Acquiring Person" is a
person or group of affiliated or associated persons who has acquired beneficial
ownership of 15% or more of the outstanding Common Shares. The term "Acquiring
Person" excludes (i) the Company, (ii) any subsidiary of the Company, (iii) any
employee benefit plan of the Company or any subsidiary of the Company, and (iv)
any person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan.


                                      C-1

<PAGE>   45

Exercisability

         The Rights are not exercisable until the occurrence of the Distribution
Date. Until the occurrence of the Distribution Date, (i) the Rights will be
evidenced by the Common Shares certificates and will be transferred with and
only with such Common Shares certificates, (ii) new Common Shares certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any certificates
for Common Shares outstanding will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.

         As soon as practicable after the occurrence of the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and, thereafter, the separate
Rights certificates alone will represent the Rights. The Rights will expire at
the close of business on March 6, 2011, unless extended or earlier redeemed by
the Company.

Adjustments

         The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights 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 or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional Rights will be issued
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading date prior to the date of
exercise.

Preferred Shares

         Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share of
Preferred Shares purchasable upon exercise of each Right should approximate the
value of one share of Common Shares. Preferred Shares purchasable upon exercise
of the Rights will not be redeemable. Each share of the Preferred Shares will be
entitled to a quarterly dividend payment of 100 times the dividend declared per
share of Common Shares. Each share of Preferred Shares will have 100 votes,
voting together with the shares of Common Shares. These rights are protected by
customary antidilution provisions.

Flip-In Provision

         In the event that, at any time following the Distribution Date, a
person becomes an Acquiring Person, each holder of a Right will thereafter have
the right to receive, upon exercise of the Right, Common Shares (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. Notwithstanding any of the


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<PAGE>   46

foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void and nontransferable and any holder of any such Right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such Right.

Flip-Over Provision

         In the event that, at any time following the Distribution Date, the
Company is acquired in certain merger or other business combination transactions
or 50% or more of the Company's assets or earning power is sold, mortgaged or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common shares of the acquiring company having a value equal to two
times the exercise price of the Right.

Redemption

         At any time until the Shares Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.001 per Right by
resolution of the Board of Directors.

Exchange

         At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio per
Right equal to the result obtained by dividing the exercise price of a Right by
the current per share market price of the Common Shares, subject to adjustment.

Rights of Holders

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.

Amendments

         Any of the provisions of the Rights Agreement may be amended by
resolution of the Company's Board of Directors prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by resolution of the Company's Board in order to make changes that do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person or its affiliates or associates).


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