<PAGE>   1


EXHIBIT 4.1








                               EPRISE CORPORATION

                                       and

                                 FLEET BANK N.A.
                               c/o EQUISERVE, L.P.
                                 as Rights Agent





                          STOCKHOLDER RIGHTS AGREEMENT


                          Dated as of December 18, 2000




<PAGE>   2


                                Table of Contents
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----

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

SECTION 2.  Appointment of Rights Agent..................................................................4

SECTION 3.  Issue of Rights Certificates.................................................................5

SECTION 4.  Form of Rights Certificates..................................................................6

SECTION 5.  Countersignature and Registration............................................................7

SECTION 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates;
Mutilated, Destroyed, Lost or Stolen Rights Certificates.................................................8

SECTION 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights................................8

SECTION 8.  Cancellation and Destruction of Rights Certificates.........................................10

SECTION 9.  Availability of Preferred Shares............................................................11

SECTION 10.  Preferred Shares Record Date...............................................................12

SECTION 11.  Adjustment of Purchase Price, Number of Shares or Number of Rights.........................12

SECTION 12.  Certificate of Adjusted Purchase Price or Number of Shares.................................19

SECTION 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power.......................19

SECTION 14.  Fractional Rights and Fractional Shares....................................................22

SECTION 15.  Rights of Action...........................................................................23

SECTION 16.  Agreement of Right Holders.................................................................24

SECTION 17.  Rights Certificate Holder Not Deemed a Stockholder.........................................24

SECTION 18.  Concerning the Rights Agent................................................................25

SECTION 19.  Merger or Consolidation or Change of Name of Rights Agent..................................25

SECTION 20.  Duties of Rights Agent.....................................................................26

SECTION 21.  Change of Rights Agent.....................................................................28

SECTION 22.  Issuance of New Rights Certificates........................................................29
</TABLE>

<PAGE>   3

<TABLE>

<S>                                                                                                    <C>
SECTION 23.  Redemption.................................................................................29

SECTION 24.  Exchange...................................................................................30

SECTION 25.  Notice of Certain Events...................................................................32

SECTION 26.  Notices....................................................................................33

SECTION 27.  Supplements and Amendments.................................................................34

SECTION 28.  Determination and Actions by the Board of Directors, etc...................................34

SECTION 29.  Successors.................................................................................34

SECTION 30.  Benefits of this Agreement.................................................................35

SECTION 31.  Severability...............................................................................35

SECTION 32.  Governing Law..............................................................................35

SECTION 33.  Counterparts...............................................................................35

SECTION 34.  Descriptive Headings.......................................................................36
</TABLE>



EXHIBITS
--------

A - Certificate of Designation
B - Form of Rights Certificate
C - Summary of Rights to Purchase Preferred Shares


                                       ii

<PAGE>   4

                          STOCKHOLDER Rights Agreement


      THIS STOCKHOLDER RIGHTS AGREEMENT ("Agreement"), dated as of December 18,
2000, between EPRISE CORPORATION, a Delaware corporation (the Company"), and
FLEET BANK N.A. c/o EQUISERVE, L.P. (the "Rights Agent"). The Board of Directors
of the Company authorized and declared a dividend of one preferred share
purchase right (a "Right") for each Common Share (as such term is hereinafter
defined) outstanding at the Close of Business (as defined below) on December 29,
2000 (the "Record Date"), each Right representing the right to purchase one
one-hundredth of a Preferred Share 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 to occur of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined); PROVIDED, HOWEVER, that Rights may be issued with respect to Common
Shares that shall become outstanding after the Distribution Date and prior to
the earlier of the Redemption Date and the Final Expiration Date in accordance
with the provisions of Section 22 hereof.

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

SECTION 1.  CERTAIN DEFINITIONS.

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

      (a)   "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
15% or more of the Common Shares then outstanding (other than as the result of a
Permitted Offer). Notwithstanding the foregoing, (A) the term "Acquiring Person"
shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit or compensation plan of the Company or of any Subsidiary of the
Company, (iv) any entity holding Common Shares for or pursuant to the terms of
any such employee benefit plan or (v) any Person who or which has received the
approval of the Board of Directors of the Company to become the Beneficial Owner
of 15% or more of the Common Shares, and (B) no Person shall become an
"Acquiring Person" either (x) 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 then outstanding (provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of the Common Shares then
outstanding by reason of share purchases by the Company and shall, following
written notice from, or public disclosure by, the Company of such share
purchases by the Company, become the Beneficial Owner of any additional Common
Shares without the prior consent of the Company, then such Person shall be
deemed to be an "Acquiring Person", or (y) if the Board of Directors 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 without any plan or intention to seek or affect control
of the Company, and such Person divests, as promptly as practicable (as
determined in good faith by


                                       1
<PAGE>   5


the Board of Directors), but in any event within five Business Days, following
receipt of written notice from the Company of such event, of Beneficial
Ownership of a sufficient number of Common Shares so that such Person would no
longer be an Acquiring Person, as defined pursuant to the foregoing provisions
of this paragraph (a).

      (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; provided, however, that the limited
partners of a limited partnership shall not be deemed to be Associates of such
limited partnership solely by virtue of their limited partnership interests.

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

            (i)   which such Person or any of such Person's Affiliates or
                  Associates is deemed to beneficially own, within the meaning
                  of Rules 13d-3 and 13d-5 of the General Rules and Regulations
                  under the Exchange Act as in effect on the date of this
                  Agreement;

            (ii)  which such Person or any of such Person's Affiliates or
                  Associates has (A) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time or
                  the occurrence of conditions) 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 and other
                  than agreements between the Company and any corporate partner
                  pursuant to which the right to purchase shares is conditioned
                  upon the achievement of research or development milestones),
                  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,
                  securities tendered pursuant to a tender or exchange offer
                  made by or on behalf of such Person or any of such Person's
                  Affiliates or Associates until such tendered securities are
                  accepted for purchase or exchange; or (B) the right to vote
                  pursuant to any agreement, arrangement or understanding;
                  provided, however, that a Person shall not be deemed the
                  Beneficial Owner of, or to beneficially own, any security if
                  the agreement, arrangement or understanding to vote such
                  security (1) arises solely from a revocable proxy or consent
                  given to such Person in response to a public proxy or consent
                  solicitation made pursuant to, and in accordance with, the
                  applicable rules and regulations promulgated under the
                  Exchange Act and (2) is not also then reportable on Schedule
                  13D under the Exchange Act (or any comparable or successor
                  report); or

            (iii) which are beneficially owned, directly or indirectly, by any
                  other Person 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

                                       2

<PAGE>   6


                  public offering of securities) for the purpose of acquiring,
                  holding, voting (except to the extent contemplated by the
                  proviso to Section 1(c)(ii)(B) hereof) or disposing of any
                  securities of the Company.

      Notwithstanding anything in this definition of Beneficial Ownership to the
contrary, the phrase, "then outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such Person would be
deemed to 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 Commonwealth of Massachusetts 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., Eastern
Time, on such date; provided, however, that if such date is not a Business Day
it shall mean 5:00 p.m., Eastern Time, on the next succeeding Business Day.

      (f)   "Closing Price" shall have the meaning set forth in Section 11(d)(i)
hereof.

      (g)   "Common Shares" shall mean the shares of common stock, par value
$.001 per share, of the Company; provided, however, that, "Common Shares," when
used in this Agreement in connection with a specific 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.

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

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

      (j)   "Interested Stockholder" shall mean any Acquiring Person or any
Affiliate or Associate of an Acquiring Person or any other Person in which any
such Acquiring Person, Affiliate or Associate has an interest, or any other
Person acting directly or indirectly on behalf of or in concert with any such
Acquiring Person, Affiliate or Associate.

      (k)   "Permitted Offer" shall mean a tender or exchange offer which is for
all outstanding Common Shares at a price and on terms determined, prior to the
purchase of shares under such tender or exchange offer, by at least a majority
of the members of the Board of Directors who are not officers of the Company and
who are not Acquiring Persons or Affiliates, Associates, nominees or
representatives of an Acquiring Person, to be adequate (taking into account all
factors that such directors deem relevant, including, without limitation, prices
that could reasonably be achieved if the Company or its assets were sold on an
orderly basis designed to realize maximum value) and otherwise in the best
interests of the Company and its stockholders (other than the Person or any
Affiliate or Associate thereof on whose basis the offer is being made), taking
into account all factors that such directors may deem relevant.

                                       3

<PAGE>   7


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

      (m)   "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company having
the designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions set forth in the Form of Certificate of Designation
attached to this Agreement as EXHIBIT A.

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

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

      (p)   "Section 11(a)(ii) Event" shall mean any event described in Section
11(a)(ii) hereof.

      (q)   "Section 13 Event" shall mean any event described in Section 13
hereof.

      (r)   "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such (which, for purposes of this definition, may include a report filed
pursuant to Section 13(d) of the Exchange Act); provided, however that, if such
Person is determined not to have become an Acquiring Person pursuant to clause
(y) of Subsection 1(a)(B) hereof, then no Shares Acquisition Date shall be
deemed to have occurred.

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

      (t)   "Transaction" shall mean any merger, consolidation or sale of assets
described in Section 13(a) hereof or any acquisition of Common Shares which
would result in a Person becoming an Acquiring Person or a Principal Party (as
such term is hereinafter defined).

      (u)   "Transaction Person" with respect to a Transaction shall mean (i)
any Person who (x) is or will become an Acquiring Person or a Principal Party
(as such term is hereinafter defined) if the Transaction were to be consummated
and (y) directly or indirectly proposed or nominated a director of the Company,
which director is in office at the time of consideration of the Transaction, or
(ii) an Affiliate or Associate of such a Person.

      (v)   "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.

SECTION 2.  APPOINTMENT OF RIGHTS AGENT.

      The Company hereby appoints the Rights Agent to act as agent for the
Company in accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such

                                       4

<PAGE>   8


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 RIGHTS CERTIFICATES.

      (a)   Until the earlier of (i) the Close of Business on the tenth calendar
day after the Shares Acquisition Date or (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement (determined in accordance with Rule 14d-2 under the
Exchange Act) by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of the
Company or any entity holding Common Shares solely for or pursuant to the terms
of any such plan) of, or of the first public announcement of the intention of
any Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company or any entity
holding Common Shares solely for or pursuant to the terms of any such plan) to
commence, a tender or exchange offer (which intention to commence remains in
effect for five Business Days after such announcement), the consummation of
which would result in any Person becoming an Acquiring Person (including any
such date which is after the date of this Agreement and prior to the issuance of
the Rights, the earlier of (i) and (ii) above being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced by the certificates for
Common Shares registered in the names of the holders thereof (which certificates
shall also be deemed to be Rights Certificates) and not by separate Rights
Certificates, and (y) the Rights (and the right to receive Rights Certificates
therefor) will be transferable only in connection with the transfer of Common
Shares. As soon as practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign, and the Company will
send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Rights Certificate, in
substantially the form of EXHIBIT B hereto (a "Rights Certificate"), evidencing
one Right for each Common Share so held, subject to the adjustment provisions of
Section 11 of this Agreement. As of the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

      (b)   On the Record Date, or as soon as practicable thereafter, the
Company will mail 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 as shown
on the records of the Company. With respect to certificates for Common Shares
outstanding as of the Record Date, until the Distribution Date, the Rights will
be evidenced by such certificates registered in the names of the holders
thereof. Until the Distribution Date (or the earlier of the Redemption Date and
the Final Expiration Date), the surrender for transfer of any certificate for
Common Shares outstanding on the Record Date shall also constitute the transfer
of the Rights associated with the Common Shares represented thereby.


                                       5

<PAGE>   9

      (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 STOCKHOLDER RIGHTS AGREEMENT BETWEEN EPRISE
      CORPORATION (THE "COMPANY") AND FLEET BANK N.A. C/O EQUISERVE, L.P. AS
      RIGHTS AGENT (THE "RIGHTS AGENT"), DATED AS OF DECEMBER 18, 2000, AS
      AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE
      HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT
      THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN
      CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE
      EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
      CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A
      COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN
      REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO
      ANY PERSON WHO BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
      THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR
      ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL
      AND VOID.

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. Notwithstanding this Section 3(c), the omission of a
legend shall not affect the enforceability of any part of this Agreement or the
rights of any holder of the Rights.

SECTION 4.  FORM OF RIGHTS CERTIFICATES.

      (a)   The Rights Certificates (and the form of election to purchase
Preferred Shares, the form of assignment and the form of certification 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 on which the Rights may from time to time be listed, or to conform to
usage. Subject to the provisions of Sections 7, 11 and 22 hereof, the Rights
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


                                       6

<PAGE>   10


a Preferred Share set forth therein (the "Purchase Price"), but the number of
such one one-hundredths of a Preferred Share and the Purchase Price shall be
subject to adjustment as provided herein.

      (b)   Any Rights Certificate issued pursuant to Section 3(a) or Section 22
hereof that represents Rights which are null and void pursuant to Section 7(e)
hereof and any Rights Certificate issued pursuant to Section 6 or Section 11
hereof upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain (to the extent feasible)
the following legend:

      THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY
      OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
      ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
      AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
      REPRESENTED HEREBY ARE NULL AND VOID.

      The provisions of Section 7(e) hereof shall be operative whether or not
the foregoing legend is contained on any such Rights Certificate.

SECTION 5.  COUNTERSIGNATURE AND REGISTRATION.

      (a)   The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President, any Vice Chairman of the Board, or
a Vice President, either manually or by facsimile signature, shall have affixed
thereto the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Company, either manually or by facsimile signature. The Rights
Certificates shall be manually countersigned by the Rights Agent and shall not
be valid for any purpose unless countersigned. In case any officer of the
Company who shall have signed any of the Rights Certificates shall cease to be
such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Rights 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 Rights
Certificates had not ceased to be such officer of the Company; and any Rights
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Rights Certificate, shall be a proper
officer of the Company to sign such Rights Certificate, although at the date of
the execution of this Agreement any such person was not such an officer.

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


                                       7

<PAGE>   11


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

      (a)   Subject to the provisions of Section 7(e), Section 14 and Section 24
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 Rights Certificate or Rights Certificates may be
transferred, split up, combined or exchanged for another Rights Certificate or
Rights Certificates, entitling the registered holder to purchase a like number
of one one-hundredths of a Preferred Share as the Rights Certificate or Rights
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Rights
Certificate or Rights Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Rights Certificate or Rights
Certificates to be transferred, split up, combined or exchanged at the office of
the Rights Agent designated for such purpose. Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to the
transfer of any such surrendered Rights Certificate until the registered holder
shall have completed and signed the certificate contained in the form of
assignment on the reverse side of such Rights Certificate and shall have
provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request. Thereupon the Rights Agent shall, subject to Section
7(e), Section 14 and Section 24 hereof, countersign and deliver to the person
entitled thereto a Rights Certificate or Rights Certificates, as the case may
be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates.

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

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

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

      (a)   The registered holder of any Rights Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or in
part after the Distribution Date upon surrender of the Rights Certificate, with
the form of election to purchase on the reverse side thereof duly executed, to
the Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share (or such other number of shares or other securities) as to which
the Rights are exercised,


                                       8
<PAGE>   12


provided that such exercise must be made at or prior to the earliest of: (i) the
Close of Business on December 18, 2010 or such later date as may be established
by the Board of Directors prior to such date (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 (the "Purchase Price") for each one one-hundredth
of a Preferred Share pursuant to the exercise of a Right shall initially be
$21.00 and shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.

      (c)   Upon receipt of a Rights Certificate representing exercisable
Rights, with the form of election to purchase set forth on the reverse thereof
(or a facsimile thereof) and the Certificate contained therein duly executed,
accompanied by payment of the Purchase Price for the shares to be purchased and
an amount equal to any applicable transfer tax by cash, certified check,
cashier's check, bank draft or money order payable to the order of the Company,
the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer
agent for the Preferred Shares (or make available, if the Rights Agent is the
transfer agent) certificates for the number of Preferred Shares to be purchased
and the Company hereby irrevocably authorizes and directs its transfer agent to
comply with all such requests, or (B) if the Company, in its sole discretion,
shall have elected to deposit the Preferred Shares issuable upon exercise of the
Rights hereunder into a depository, requisition from the depositary agent
depositary receipts representing such number of one one-hundredths of a
Preferred Share as are to be purchased (in which case certificates for the
Preferred Shares represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company hereby directs the depositary
agent to comply with such request, (ii) when appropriate, requisition from the
Company the amount of cash to be paid in lieu of issuance of fractional shares
in accordance with Section 14 hereof, (iii) promptly after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Rights Certificate, registered in
such name or names as may be designated by such holder and (iv) when
appropriate, after receipt, promptly deliver such cash to or upon the order of
the registered holder of such Rights Certificate. If the Company is obligated to
issue other securities (including Common Shares) of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution to the Rights Agent if and when
appropriate. Notwithstanding the foregoing provisions of this Section 7(c), the
Company may suspend the issuance of Preferred Shares upon exercise of a Right
for a reasonable period, not in excess of 90 days, during which the Company
seeks to register under the Securities Act of 1933, as amended, and any
applicable securities law of any other jurisdiction, the Preferred Shares or
other securities to be issued pursuant to the Rights (including Common Shares).

      In addition, in the case of an exercise of the Rights by a holder pursuant
to Section 11(a)(ii) hereof, the Rights Agent shall return such Rights
Certificate to the registered holder thereof after imprinting, stamping or
otherwise indicating thereon that the rights represented by such Rights
Certificate no longer include the rights provided by Section 11(a)(ii) hereof,
and, if fewer than all the Rights represented by such Rights Certificate were so
exercised, the Rights


                                       9

<PAGE>   13


Agent shall indicate on the Rights Certificate the number of Rights represented
thereby which continue to include the rights provided by Section 11(a)(ii)
hereof.

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

      (e)   Notwithstanding anything in this Agreement to the contrary, from and
after the time any Person becomes an Acquiring Person, any Rights beneficially
owned by (i) such Acquiring Person or an Associate or Affiliate of such
Acquiring Person, (ii) a transferee of such Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
became such, or (iii) a transferee of such Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person's becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of Section 11(a)(ii)
hereof, shall become null and void without any further action and no holder of
such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Company shall
use all reasonable efforts to insure that the provisions of this Section 7(e)
and Section 4(b) hereof are complied with, but shall have no liability to any
holder of Rights Certificates or other Person as a result of its failure to make
any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder. No Rights Certificate shall be issued at
any time upon the transfer of any Rights to an Acquiring Person whose Rights
would be void pursuant to this Section 7(e) or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and
any Rights Certificate delivered to the Rights Agent for transfer to an
Acquiring Person whose Rights would be void pursuant to this Section 7(e) shall
be canceled.

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

SECTION 8.  CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES.

      All Rights 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


                                       10

<PAGE>   14


delivered to the Rights Agent for cancellation or in canceled form, or, if
delivered or surrendered to the Rights Agent, shall be canceled by it, and no
Rights Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall
so cancel and retire, any other Rights Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Rights Certificates to the Company approximately one and one half
years after the cancellation date, or shall, at the written request of the
Company, destroy such canceled Rights Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

      SECTION 9. AVAILABILITY OF PREFERRED SHARES.

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

      (b)   The Company covenants and agrees that so long as the Preferred
Shares (and, after the time a person becomes an Acquiring Person, Common Shares
or any other securities) issuable upon the exercise of the Rights may be listed
on any national securities exchange or quotation system, the Company shall use
its best efforts to cause, from and after such time as the Rights become
exercisable, all shares reserved for such issuance to be listed on such exchange
or quotation system 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 (or Common Shares and
other securities, as the case may be) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such Preferred Shares (subject
to payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares or other securities.

      (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 Rights Certificates or
of any Preferred Shares (or Common Shares and other securities, as the case may
be) 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 Rights Certificates to a person other than, or the issuance or delivery of
certificates or depositary receipts for the Preferred Shares (or Common Shares
and other securities, as the case may be) in a name other than that of, the
registered holder of the Rights Certificate evidencing Rights surrendered for
exercise or to issue or to deliver any certificates or depositary receipts for
Preferred Shares (or Common Shares and other securities, as the case may be)
upon the exercise of any Rights until any such tax shall have been paid (any
such tax being payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.


                                       11

<PAGE>   15


      (e)   As soon as practicable after the Shares Acquisition Date, the
Company shall use its best efforts to:

            (i) prepare and file a registration statement under the Securities
      Act of 1933, as amended (the "Act"), with respect to the Rights and the
      securities purchasable upon exercise of the Rights on an appropriate form,
      will use its best efforts to cause such registration statement to become
      effective as soon as practicable after such filing and will use its best
      efforts to cause such registration statement to remain effective (with a
      prospectus at all times meeting the requirements of the Act) until the
      Final Expiration Date; and

            (ii) use its best efforts to qualify or register the Rights and the
      securities purchasable upon exercise of the Rights under the blue sky laws
      of such jurisdictions as may be necessary or appropriate.

SECTION 10.  PREFERRED SHARES RECORD DATE.

      Each person in whose name any certificate for Preferred Shares or other
securities is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the Preferred Shares or other
securities represented thereby on, and such certificate shall be dated, the date
upon which the Rights Certificate evidencing such Rights was duly surrendered,
prior to the Close of Business, with the forms of election and certification
duly executed 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 or other securities 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 or other securities
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights 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 OF SHARES OR NUMBER OF RIGHTS.

      The Purchase Price, the number 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 or merger in which the
      Company is the continuing or surviving corporation), except as otherwise
      provided in this Section 11(a), the Purchase Price in

                                       12

<PAGE>   16


      effect at the time of the record date for such dividend or of the
      effective date of such subdivision, combination or reclassification, and
      the number and kind of shares of capital stock issuable upon the exercise
      of each Right on such date, shall be proportionately adjusted so that the
      holder of any Right exercised after such time shall be entitled to
      receive, upon payment of the Purchase Price then in effect, 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; provided, however,
      that in no event shall the consideration to be paid upon the exercise of
      one Right be less than the aggregate par value of the shares of capital
      stock of the Company issuable upon exercise of one Right. If an event
      occurs which would require an adjustment under both Section 11(a)(i) and
      Section 11(a)(ii) hereof, 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) hereof.

      (ii) Subject to Section 24 hereof and the provisions of Section 7(e), in
      the event any Person, alone or together with any of its Affiliates and
      Associates, shall become an Acquiring Person, each holder of a Right
      shall, for a period of 60 days after the later of (A) the date on which
      the Company's right of redemption pursuant to Section 23(b)(i) expires,
      (B) such time any Person becomes an Acquiring Person or (C) the effective
      date of an appropriate registration statement under the Act pursuant to
      Section 9 hereof (provided, however that, if at any time prior to the
      expiration or termination of the Rights there shall be a temporary
      restraining order, a preliminary injunction, an injunction, or temporary
      suspension by the Board of Directors, or similar obstacle to exercise of
      the Rights which prevents exercise of the Rights, a new 60-day period
      shall commence on the date such obstacle is removed), have a right to
      receive, upon exercise thereof at a price equal to the then current
      Purchase Price multiplied by the number of one one-hundredths of a
      Preferred Share for which a Right is then exercisable, in accordance with
      the terms of this Agreement and in lieu of Preferred Shares, such number
      of Common Shares as shall equal the result obtained by (x) multiplying the
      then current Purchase Price by the number of one one-hundredths of a
      Preferred Share for which a Right is then exercisable and dividing that
      product by (y) 50% of the then current per share market price of the
      Common Shares (determined pursuant to Section 11(d) hereof) on the date
      such Person became an Acquiring Person; 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). In the event that any Person
      shall become an Acquiring Person and the Rights shall then be outstanding,
      the Company shall not take any action which would eliminate or diminish
      the benefits intended to be afforded by the Rights, except as expressly
      provided in Sections 23, 24 or 27 hereof.

      (iii) In lieu of issuing Common Shares in accordance with Section
      11(a)(ii) hereof, the Company may, if a majority of the Board of Directors
      then in office determines that such action is necessary or appropriate and
      not contrary to the interests of holders of Rights, elect to (and, in the
      event that the Board of Directors has not exercised the exchange right

                                       13

<PAGE>   17

      contained in Section 24(c) hereof and there are not sufficient treasury
      shares and authorized but unissued Common Shares to permit the exercise in
      full of the Rights in accordance with the foregoing subparagraph (ii), the
      Company shall) take all such action as may be necessary to authorize,
      issue or pay, upon the exercise of the Rights, cash (including by way of a
      reduction of the Purchase Price), property, Common Shares, other
      securities or any combination thereof having an aggregate value equal to
      the value of the Common Shares which otherwise would have been issuable
      pursuant to Section 11(a)(ii) hereof, which aggregate value shall be
      determined by a nationally recognized investment banking firm selected by
      a majority of the Board of Directors then in office. For purposes of the
      preceding sentence, the value of the Common Shares shall be determined
      pursuant to Section 11(d) hereof. Any such election by the Board of
      Directors must be made within 60 days following the occurrence of a
      Section 11(a)(ii) Event. Following the occurrence of a Section 11(a)(ii)
      Event, a majority of the Board of Directors then in office may suspend the
      exercisability of the Rights for a period of up to 60 days following the
      date on which the Section 11(a)(ii) Event shall have occurred to the
      extent that such directors have not determined whether to exercise their
      rights of election under this Section 11(a)(iii). 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.

      (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
designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions 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 shares of preferred stock of the Company) less
than the then current per share market price of the Preferred Shares (as such
term is hereinafter defined) 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
of the Company so to be offered (and/or the aggregate initial conversion price
of the convertible securities so to be offered) would purchase at such current
market price and the denominator of which shall be the number of Preferred
Shares outstanding on such record date plus the number of additional Preferred
Shares and/or equivalent preferred shares to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent. Preferred Shares 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


                                       14

<PAGE>   18


successively whenever such a record date is fixed; and in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

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

      (d) (i) For the purpose of any computation hereunder, the "current per
      share market price" of any security (a "Security" for the purpose of this
      Section 11(d)(i)) on any date shall be deemed to be the average of the
      daily closing prices per share of such Security for the 30 consecutive
      Trading Days (as such term is hereinafter defined) immediately prior to
      such date; provided, however, that in the event that the current per share
      market price of the Security is determined during a period following the
      announcement by the issuer of such Security of (A) a dividend or
      distribution on such Security payable in shares of such Security or
      securities convertible into such shares, or (B) any subdivision,
      combination or reclassification of such Security or securities convertible
      into such shares, or (C) 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 ("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


                                       15

<PAGE>   19

      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 as reported on the Nasdaq
      National Market or, if the Security is not listed or admitted to trading
      on any national securities exchange or reported on the Nasdaq National
      Market, 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 or, if on any such date no professional market
      maker is making a market in the Security, the price as determined in good
      faith by the Board of Directors. The term "Trading Day" shall mean a day
      on which the principal national securities exchange on which the Security
      is listed or admitted to trading is open for the transaction of business
      or, if the Security is not listed or admitted to trading on any national
      securities exchange, a Business Day.

      (ii) For the purpose of any computation hereunder, 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) hereof. 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) hereof (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 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.

      (iii) 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-hundredth of a Preferred Share or one ten-thousandth of 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 date of the
      expiration of the right to exercise any Rights.

      (f)   If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
thereafter the 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 Sections 11(a) through 11(c) hereof, inclusive,
and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the
Preferred Shares shall apply on like terms to any such other shares (but only in
a manner that will equitably adjust the number of shares of capital stock of the
Company and not in a manner that will unjustly enrich any holder of a Right).


                                       16

<PAGE>   20


      (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) hereof, upon each adjustment of the Purchase Price as a result of
the calculations made in Section 11(b) and Section 11(c) hereof, each Right
outstanding immediately prior to the making of such adjustment shall hereafter
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 Preferred 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 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
Rights Certificates have been issued, shall be at least 10 days later than the
date of the public announcement. If Rights 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 Rights Certificates on such record date Rights 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 Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Rights 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
Rights 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 Rights Certificates theretofore and thereafter issued may
continue to express the Purchase Price and the

                                       17

<PAGE>   21


number of one one-hundredths of a Preferred Share which were expressed in the
initial Rights Certificates issued hereunder.

      (k)   Before taking any action that would cause an adjustment reducing the
Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

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

      (m)   The Company covenants and agrees that, after the Distribution Date,
it will not, except as permitted by Section 23 or Section 27 hereof, take (or
permit any Subsidiary to take) any action the purpose of which is to, or if at
the time such action is taken it is reasonably foreseeable that the effect of
such action is to, materially diminish or eliminate the benefits intended to be
afforded by the Rights. Any such action taken by the Company during any period
after any Person becomes an Acquiring Person but prior to the Distribution Date
shall be null and void unless such action could be taken under this Section
11(m) from and after the Distribution Date.

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

      (o)   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


                                       18

<PAGE>   22

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(o) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

      (p)   The exercise of Rights under Section 11(a)(ii) hereof shall only
result in the loss of rights under Section 11(a)(ii) hereof to the extent so
exercised and shall not otherwise affect the rights represented by the Rights
under this Agreement, including the rights represented by Section 13 hereof.

SECTION 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.

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

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

      (a)   In the event that, following the Shares Acquisition Date or, if a
Transaction is proposed, the Distribution Date, directly or indirectly:

            (x) the Company shall consolidate with, or merge with and into, any
            Interested Stockholder or, if in such merger or consolidation all
            holders of Common Shares are not treated alike, any other Person
            (other than a merger or consolidation which would result in all of
            the voting power represented by the securities of the Company
            outstanding immediately prior thereto continuing to represent
            (either by remaining outstanding or by being converted into
            securities of the surviving entity) all of the voting power
            represented by the securities of the Company or such surviving
            entity outstanding immediately after such merger or consolidation
            and the holders of such securities not having changed as a result of
            such merger or consolidation (a "Continuing Control Transaction")),

            (y) any Interested Stockholder or, if in such merger or
            consolidation all holders of Common Shares are not treated alike,
            any other 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 merger (other than a Continuing
            Control Transaction), or


                                       19

<PAGE>   23


            (z) the Company shall sell, mortgage or otherwise transfer (or one
            or more of its subsidiaries shall sell, mortgage or otherwise
            transfer), in one or more transactions, assets or earning power
            aggregating more than 50% of the assets or earning power of the
            Company and its subsidiaries (taken as a whole) to any Interested
            Stockholder or Stockholders or, if in such transaction all holders
            of Common Shares are not treated alike, any other Person (other than
            the Company or any Subsidiary of the Company in one or more
            transactions each of which individually and in the aggregate does
            not violate Section 13(d) hereof),

then, and in each such case, proper provision shall be made so that (i) each
holder of a Right, subject to Section 7(e) hereof, shall have the right to
receive, upon the exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable in accordance with the terms of this Agreement
and in lieu of Preferred Shares, such number of freely tradeable Common Shares
of the Principal Party (as such term is hereinafter defined), free and clear of
liens, rights of call or first refusal, encumbrances or other 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 is then exercisable (without taking into account any adjustment
previously made pursuant to Section 11(a)(ii) hereof) 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, sale or transfer; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such consolidation, merger, sale or transfer, all the obligations and duties of
the Company pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply to such Principal
Party; and (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common
Shares in accordance with Section 9 hereof) in connection with such consummation
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 clause (x) or (y) of
            the first sentence of Section 13(a) hereof, the Person that is the
            issuer of any securities into which Common Shares are converted in
            such merger or consolidation, and if no securities are so issued,
            the Person that is the other party to the merger or consolidation
            (or, if applicable, the Company, if it is the surviving
            corporation); and

            (ii) in the case of any transaction described in (z) of the first
            sentence of Section 13(a) hereof, the Person that is the party
            receiving the greatest portion of the assets or earning power
            transferred pursuant to such transaction or transactions;



                                       20
<PAGE>   24


provided, however, that in any case, (1) if the Common Shares of such Person are
not at such time and 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 or Affiliate of another Person the Common Shares
of which are and have been so registered, "Principal Party" shall refer to such
other Person; (2) if such Person is a subsidiary, directly or indirectly, or
Affiliate 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; and (3) if such Person is owned, directly or indirectly, by a joint
venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth in (1) and (2) above shall
apply to each of the chains of ownership having an interest in such joint
venture as if such party were a "subsidiary" of both or all of such joint
ventures and the Principal Parties in each such chain shall bear the obligations
set forth in this Section 13 in the same ratio as their direct or indirect
interests in such Person bear to the total of such interests.

      (c)   The Company shall not consummate any such consolidation, merger,
sale or transfer unless the Principal Party shall have a sufficient number of
authorized Common Shares that have not been issued or reserved for issuance to
permit the exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and each Principal Party and each other Person
who may become a Principal Party as a result of such consolidation, merger, sale
or transfer shall have (i) 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 (ii) prepared, filed and had declared and remain
effective a registration statement under the Act on the appropriate form with
respect to the Rights and the securities exercisable upon exercise of the Rights
and further providing that, as soon as practicable after the date of any
consolidation, merger, sale or transfer of assets mentioned in paragraph (a) of
this Section 13, the Principal Party at its own expense will:

            (i) cause the registration statement under the Act with respect to
            the Rights and the securities purchasable upon exercise of the
            Rights on an appropriate form to remain effective (with a prospectus
            at all times meeting the requirements of the Act) until the Final
            Expiration Date;

            (ii) use its best efforts to qualify or register the Rights and the
            securities purchasable upon exercise of the Rights under the blue
            sky laws of such jurisdictions as may be necessary or appropriate;

            (iii) list the Rights and the securities purchasable upon exercise
            of the Rights on each national securities exchange on which the
            Common Shares were listed prior to the consummation of such
            consolidation, merger, sale or transfer of assets, or on the Nasdaq
            National Market if the Common Shares were listed on the Nasdaq
            National Market or, if the Common Shares were not listed on a
            national securities exchange or the Nasdaq National Market prior to
            the consummation of such consolidation, merger, sale or transfer of
            assets, on a national securities exchange or the Nasdaq National
            Market; and


                                       21

<PAGE>   25


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

      The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.

      (d)   After the Distribution Date, the Company covenants and agrees that
it shall not (i) consolidate with, (ii) merge with or into, or (iii) sell or
transfer to, in one or more transactions, assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its subsidiaries
taken as a whole, any other Person (other than a Subsidiary of the Company in a
transaction which does not violate Section 11(m) hereof), if (x) at the time of
or after such consolidation, merger or sale there are any charter or bylaw
provisions or any rights, warrants or other instruments or securities
outstanding, agreements in effect or any other action taken which would diminish
or otherwise eliminate the benefits intended to be afforded by the Rights or (y)
prior to, simultaneously with or immediately after such consolidation, merger or
sale, the stockholders of the Person who constitutes, or would constitute, the
"Principal Party" for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates
and Associates. The Company shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Company and such other Person shall
have executed and delivered to the Rights Agent a supplemental agreement
evidencing compliance with this Section 13(d).

      (e)   Notwithstanding anything in this Agreement to the contrary, Section
13 shall not be applicable to a Section 13 Event if (i) such transaction is
consummated with a Person or Persons who acquired Common Shares pursuant to a
tender offer or exchange offer for all outstanding Common Shares which is a
Permitted Offer as such term is defined in Section 1(k) hereof (or a wholly
owned subsidiary of any such Person or Persons), (ii) the price per Common Share
offered in such transaction is not less than the price per Common Share paid to
all holders of Common Shares whose shares were purchased pursuant to such tender
offer or exchange offer and (iii) the form of consideration being offered to the
remaining holders of Common Shares pursuant to such transaction is the same as
the form of consideration paid pursuant to such tender offer or exchange offer.
Upon consummation of any such transaction contemplated by this Section 13(e),
all Rights hereunder shall expire.

SECTION 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

      (a)   The Company shall not be required to issue fractions of Rights or to
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
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.

                                       22

<PAGE>   26


      (b)   The Company shall not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share) upon exercise of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one- hundredth of a Preferred
Share may, at the election of the Company, be evidenced by depositary receipts;
provided, however, that holders of such depositary receipts shall have all of
the designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions to which they are entitled as beneficial owners of
the Preferred Shares represented by such depositary receipts. In lieu of
fractional Preferred Shares that are not integral multiples of one one-hundredth
of a Preferred Share, the Company shall pay to the registered holders of Rights
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 current per share market price of the Preferred
Shares (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 (or,
if not publicly traded, in accordance with Section 11(d)(ii) hereof).

      (c)   Following the occurrence of one of the transactions or events
specified in Section 11 hereof giving rise to the right to receive Common
Shares, capital stock equivalents (other than Preferred Shares) or other
securities upon the exercise of a Right, the Company shall not be required to
issue fractions of Common Shares or units of such Common Shares, capital stock
equivalents or other securities upon exercise of the Rights or to distribute
certificates which evidence fractional Common Shares, capital stock equivalents
or other securities. In lieu of fractional Common Shares, capital stock
equivalents or other securities, the Company shall pay to the registered holders
of Rights 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
Common Share or unit of such common Shares, capital stock equivalents or other
securities. For purposes of this Section 14(c), the current market value shall
be the current per share market price (as determined pursuant to Section
11(d)(i) hereof) for the Trading Day immediately prior to the date of such
exercise and, if such capital stock equivalent is not traded, each such capital
stock equivalent shall have the value of one one-hundredth of a Preferred Share.

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

SECTION 15.  RIGHTS OF ACTION.

      All rights of action in respect of this Agreement, excepting the rights of
action given to the Rights Agent under Sections 18 and 20 hereof, are vested in
the respective registered holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the Common Shares) and any
registered holder of any Rights 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 Rights Certificate (or, prior to the Distribution Date, of the
Common Shares), may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or


                                       23

<PAGE>   27


proceeding against the Company to enforce, or otherwise act in respect of, his
right to exercise the Rights evidenced by such Rights Certificate in the manner
provided in such Rights 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 Rights Certificates are
transferable (subject to the provisions of this Agreement) 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 with
the appropriate forms and certificates fully executed;

      (c)   subject to Sections 6(a) and 7(e) hereof, the Company and the Rights
Agent may deem and treat the person in whose name the Rights 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 Rights
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; and

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

SECTION 17.  RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.

      No holder, as such, of any Rights 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 Rights Certificate be construed to confer upon the holder of
any Rights Certificate, as such, any of the rights of a stockholder of the
Company or

                                       24

<PAGE>   28


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 Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Rights Certificate shall have been exercised in accordance with the
provisions hereof.

SECTION 18.  CONCERNING THE RIGHTS AGENT.

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

      (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 Rights
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. In no case will the Rights Agent be liable for
special, indirect, incidental or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights Agent
has been advised of such loss or damage.

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

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


                                       25

<PAGE>   29

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

SECTION 20.  DUTIES OF RIGHTS AGENT.

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

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

      (b)   Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter 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, the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.

      (c)   The Rights Agent shall be liable hereunder only to the Company and
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 Rights
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 Rights 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 Rights Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming


                                       26

<PAGE>   30

void pursuant to Section 7(e) hereof) or any adjustment in the terms of the
Rights (including the manner, method or amount thereof) provided for in Sections
3, 11, 13, 23 or 24 hereof, 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 Rights Certificates after receipt by the Rights Agent of
a certificate pursuant to Section 12 hereof describing such change or
adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
Preferred Shares to be issued pursuant to this Agreement or any Rights
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, 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 any Assistant
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. Any application by the Rights Agent for written instructions
from the Company may, at the option of the Rights Agent, set forth in writing
any action proposed to be taken or omitted by the Rights Agent with respect to
its duties or obligations under this Agreement and the date on and/or after
which such action shall be taken or omitted and the Rights Agent shall not be
liable for any action taken or omitted in accordance with a proposal included in
any such application on or after the date specified therein (which date shall
not be less than five Business Days after the date any officer listed above
actually receives such application unless any such officer shall have consented
in writing to an earlier date) unless, prior to taking or omitting any such
action, the Rights Agent has received written instructions in response to such
application specifying the action to be taken or omitted.

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

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


                                       27

<PAGE>   31


      (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
it reasonably believes that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it.

      (k)   If, with respect to any Rights Certificate surrendered to the Rights
Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has not been
completed and/or executed, the Rights Agent shall not take any further action
with respect to such requested exercise of transfer without first consulting
with the Company.

SECTION 21.  CHANGE OF RIGHTS AGENT.

      The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon 30 days' notice in writing
mailed to the Company and to each transfer agent for the Common Shares or
Preferred Shares by registered or certified mail, and to the holders of the
Rights 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 for the Common Shares or Preferred Shares by registered or certified mail,
and to the holders of the Rights 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
Rights Certificate (who shall, with such notice, submit his Rights Certificate
for inspection by the Company), then the registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be either (a) a corporation, business trust or
limited liability company organized and doing business under the laws of the
United States or of any other state of the United States which is in good
standing and 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 $100 million or (b) a direct or
indirect wholly owned subsidiary of such an entity or its wholly-owning parent.
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 for the Common Shares
or Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Rights 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.


                                       28

<PAGE>   32


SECTION 22.  ISSUANCE OF NEW RIGHTS CERTIFICATES.

      Notwithstanding any of the provisions of this Agreement or of the Rights
to the contrary, the Company may, at its option, issue new Rights 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 Rights
Certificates made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of Common Shares following the
Distribution Date and prior to the earlier of the Redemption Date and the Final
Expiration Date, the Company (a) shall with respect to Common Shares so issued
or sold pursuant to the exercise of stock options or under any employee plan or
arrangement in existence prior to the Distribution Date, or upon the exercise,
conversion or exchange of securities, notes or debentures issued by the Company
and in existence prior to the Distribution Date, and (b) may, in any other case,
if deemed necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) the Company
shall not be obligated to issue any such Rights Certificates if, and to the
extent that, the Company shall be advised by counsel that such issuance would
create a significant risk of or result in material adverse tax consequences to
the Company or the Person to whom such Rights Certificate would be issued, and
(ii) no Rights Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

SECTION 23.  REDEMPTION.

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

      (b)   (i) The Board of Directors of the Company may, at its option, at any
      time prior to the earlier of (A) the Close of Business on the tenth day
      following the Shares Acquisition Date or (B) the Final Expiration Date,
      redeem all but not less than all of the then outstanding Rights at a
      redemption price of $.01 per Right, appropriately adjusted to reflect any
      stock split, stock dividend or similar transaction occurring after the
      date hereof (such redemption price being hereinafter referred to as the
      "Redemption Price"). The Company may, at its option, pay the Redemption
      Price in Common Shares (based on the "current per-share market price," as
      such term is defined in Section 11(d) hereof, of the Common Shares at the
      time of redemption), cash or any other form of consideration deemed
      appropriate by the Board of Directors. The redemption of the Rights by the
      Board of Directors may be made effective at such time, on such basis and
      subject to such conditions as the Board of Directors in its sole
      discretion may establish. Notwithstanding anything contained in this
      Agreement to the contrary, the Rights shall not be exercisable upon the
      occurrence of a Section 11(a)(ii) Event prior to the expiration or
      termination of the Company's right of redemption under this Section
      23(b)(i).

      (ii) In addition, the Board of Directors of the Company may, at its
      option, at any time after the Close of Business on the tenth day following
      the Shares Acquisition Date and the expiration of any period during which
      the holder of Rights may exercise the rights


                                       29

<PAGE>   33


      under Section 11(a)(ii) hereof, but prior to any Section 13 Event, redeem
      all but not less than all of the then outstanding Rights at the Redemption
      Price (x) in connection with any merger, consolidation or sale or other
      transfer (in one transaction or in a series of related transactions) of
      assets or earning power aggregating 50% or more of the assets or earning
      power of the Company and its subsidiaries (taken as a whole) in which all
      holders of Common Shares are treated alike and not involving (other than
      as a holder of Common Shares being treated like all other such holders) an
      Interested Stockholder or a Transaction Person or (y)(A) if and for so
      long as the Acquiring Person is not thereafter the Beneficial Owner of 15%
      or more of the then outstanding Common Shares, and (B) at the time of
      redemption no other Persons are Acquiring Persons.

      (c)   Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights pursuant to Section 23(b) hereof, evidence
of which shall be filed with the Rights Agent, and without any further action
and without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price. The Company shall promptly give public notice of any such
redemption; provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Within 10 days
after such action of the Board of Directors ordering the redemption of the
Rights pursuant to Section 23(b) hereof, the Company shall mail a notice of
redemption to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer agent for the
Common Shares, provided, however, that failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made. 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 (except as
otherwise provided in Section 23(b)(ii)).

      (d)   The Company may, at its option, discharge all of its obligations
with respect to any redemption of the Rights by (i) issuing a press release
announcing the manner of redemption of the Rights and (ii) mailing payment of
the Redemption Price to the registered holders of the Rights at their last
addresses as they appear on the registry books of the Rights Agent or, prior to
the Distribution Date, on the registry books of the transfer agent for the
Common Shares, and upon such action, all outstanding Rights Certificates shall
be null and void without any further action by the Company.

SECTION 24.  EXCHANGE.

      (a)   The Board of Directors of the Company may, at its option, at any
time after the occurrence of a Section 11(a)(ii) Event, exchange all or part of
the then outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e) hereof) for Common
Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar


                                       30

<PAGE>   34


transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity
holding Common Shares for or pursuant to the terms of any such plan), 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 Section 24(a) hereof and without
any further action and without any notice, the right to exercise such Rights
shall terminate and the only right thereafter of a holder of such Rights shall
be to receive that number of 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; provided, however, that the failure to give,
or any defect in, such notice shall not affect the validity of such exchange.
Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the Common Shares for Rights will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become void pursuant to the
provisions of Section 7(e) hereof) held by each holder of Rights.

      (c)   In lieu of issuing Common Shares in accordance with Section 24(a)
hereof, the Company may, if a majority of the Board of Directors then in office
determines that such action is necessary or appropriate and not contrary to the
interests of the holders of Rights, elect to (and, in the event that there are
not sufficient treasury shares and authorized but unissued Common Shares to
permit any exchange of the Rights in accordance with Section 24(a) hereof, the
Company shall) take all such action as may be necessary to authorize, issue or
pay, upon the exchange of the Rights, cash (including by way of a reduction of
the Purchase Price), property, Common Shares, other securities or any
combination thereof having an aggregate value equal to the value of the Common
Shares which otherwise would have been issuable pursuant to Section 24(a)
hereof, which aggregate value shall be determined by a nationally recognized
investment banking firm selected by a majority of the Board of Directors then in
office. For purposes of the preceding sentence, the value of the Common Shares
shall be determined pursuant to Section 11(d) hereof. Any election pursuant to
this Section 24(c) by the Board of Directors must be made within 60 days
following the date on which the Section 11(a)(ii) Event shall have occurred.
Following the occurrence of the Section 11(a)(ii) Event, a majority of the Board
of Directors then in office may suspend the exercisability of the Rights for a
period of up to 60 days following the date on which the Section 11(a)(ii) Event
shall have occurred to the extent that such directors have not determined
whether to exercise their rights of election under this Section 24(c). 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.


                                       31

<PAGE>   35

      (d)   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 Rights 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
Section 24(d), 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 after the date of
the first public announcement by the Company that an exchange is to be effected
pursuant to this Section 24.

      (e)   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 exchange of the Rights or to distribute certificates
which evidence fractional Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share). Fractions of
Preferred Shares in integral multiples of one one-hundredth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts;
provided, however, that holders of such depositary receipts shall have all of
the designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions to which they are entitled as beneficial owners of
the Preferred Shares represented by such depositary receipts. In lieu of
fractional Preferred Shares that are not integral multiples of one one-
hundredth of a Preferred Share, the Company shall pay to the registered holders
of Rights 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 24(e), the current market
value of a Preferred Share shall be one hundred (100) times 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 after the date of the first
public announcement by the Company that an exchange is to be effected pursuant
to this Section 24.

SECTION 25.  NOTICE OF CERTAIN EVENTS.

      (a)   In case the Company shall propose (i) to pay any dividend payable in
stock of any class to the holders of its Preferred Shares or to make any other
distribution to the holders of its Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares
rights or warrants to subscribe for or to purchase any additional Preferred
Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Preferred Shares (other
than a reclassification involving only the subdivision of outstanding Preferred
Shares), (iv) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole), to any other Person, (v) to effect the liquidation, dissolution or
winding up of the Company, or (vi) to declare or pay any dividend on the Common
Shares payable in Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise than by
payment of dividends in Common Shares), then, in each such case, the Company
shall give to each holder of a Rights Certificate, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purpose of such stock dividend, or distribution of


                                       32
<PAGE>   36


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
the Preferred Shares, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii) above at least
10 days prior to the record date for determining holders of the Preferred Shares
for purposes of such action, and in the case of any such other action, at least
10 days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or the Preferred
Shares, whichever shall be the earlier.

      (b)   In case a Section 11(a)(ii) Event shall occur, then the Company
shall as soon as practicable thereafter give to each holder of a Rights
Certificate, in accordance with Section 26 hereof, a notice of the occurrence of
such event, which notice shall describe the event and the consequences of the
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 Rights Certificate to or on the Company
shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the Rights
Agent) as follows:

                   Eprise Corporation
                   200 Crossing Boulevard
                   Framingham, MA   01702

                   with a copy to:

                   Hill & Barlow, a Professional Corporation
                   One International Place
                   Boston, MA 02110
                   Attn:  Andrea M. Teichman

      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 Rights Certificate to or on the Rights Agent shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

                   Fleet Bank N.A.
                   c/o EquiServe Limited Partnership
                   150 Royall Street
                   Canton, MA 02021
                   Attn: Client Administration

      Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate shall be
sufficiently given or made if


                                       33
<PAGE>   37


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.

      Prior to the Distribution Date, the Company and the Rights Agent shall, if
the Board of Directors so directs, supplement or amend any provision of this
Agreement without the approval of any holders of the Rights. From and after the
Distribution Date, the Company and the Rights Agent shall, if the Board of
Directors so directs, from time to time supplement or amend any provision of
this Agreement without the approval of any holders of Rights Certificates in
order to (i) cure any ambiguity, (ii) correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder or (iv)
change or supplement any other provisions with respect to the Rights which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights (other than the interests of an Acquiring
Person or its Affiliates or Associates); provided, however, that this Agreement
may not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed if at
such time the Rights are not then redeemable, or (B) any other time period
unless such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of Rights (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person).
Upon delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment.
Prior to the Distribution Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common Shares.

SECTION 28.  DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.

      For all purposes of this Agreement, any calculation of the number of
Common Shares outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Shares or any
other securities of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act as in effect on the date of this
Agreement. The Board of Directors of the Company shall have the exclusive power
and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board, or the Company, or as may be necessary or
advisable in the administration of this Agreement, including without limitation,
the right and power to (i) interpret the provisions of this Agreement, and (ii)
make all determinations deemed necessary or advisable for the administration of
this Agreement (including a determination to redeem or not redeem the Rights or
to amend this Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with
respect to the foregoing) which are done or made by the Board in good faith,
shall (x) be final, conclusive and binding on the Rights Agent and the holders
of the Rights, and (y) not subject the Board to any liability to the holders of
the Rights.

                                       34

<PAGE>   38


SECTION 29.  SUCCESSORS.

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

SECTION 30.  BENEFITS OF THIS AGREEMENT.

      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 Rights Certificates (and, prior to the Distribution Date, the Common
Shares) any legal or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, the Common Shares).

SECTION 31.  SEVERABILITY.

      If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid language from
this Agreement would adversely affect the purpose or effect of this Agreement,
the right of redemption set forth in Section 23 hereof shall be reinstated and
shall not expire until the Close of Business on the tenth Business Day following
the date of such determination by the Board of Directors.

SECTION 32.  GOVERNING LAW.

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

SECTION 33.  COUNTERPARTS.

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


                                       35

<PAGE>   39


SECTION 34.  DESCRIPTIVE HEADINGS.

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


                      [signature page immediately follows]


                                       36

<PAGE>   40


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


                                     Eprise Corporation



                                     By: /s/ Joseph A. Forgione
                                         --------------------------------------
                                         Joseph A. Forgione
                                         President
Attest:


/s/ Ellen J. Rubin
--------------------------------
Ellen J. Rubin
Secretary


                                     FLEET BANK N.A.
                                     c/o EquiServe, L.P.



                                     By: /s/ Michael Connor
                                         --------------------------------------
                                         Name: Michael Connor
                                         Title: Director
                                                IPO/Client Administration Team
Attest:


/s/ Gregory Veliotis
--------------------------------


                                       37

<PAGE>   41


                                    EXHIBIT A

                           CERTIFICATE OF DESIGNATION



<PAGE>   42

                                     Form of

                          Certificate of Designation of
                  Series A Junior Participating Preferred Stock

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


      Eprise Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the "Company"),
hereby certifies that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the General
Corporation Law at a meeting duly noticed and held on December 18, 2000:

      Resolved, that pursuant to the authority granted to and vested in the
Board of Directors of the Company in accordance with the provisions of its
Amended and Restated Certificate of Incorporation, the Board of Directors hereby
creates a series of Preferred Stock, par value $.01 per share, of the Company
and hereby states the designation and number of shares, and fixes the relative
designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions thereof (in addition to the provisions set forth in
the Certificate of Incorporation of the Company, which are applicable to the
Preferred Stock of all classes and series), as follows:

      Series A Junior Participating Preferred Stock:

SECTION 1. DESIGNATION AND AMOUNT. One Million (1,000,000) shares of Preferred
Stock, $.01 par value, are designated "Series A Junior Participating Preferred
Stock" with the designations and the powers, preferences and rights, and the
qualifications, limitations and restrictions specified herein (the "Series A
Preferred Stock"). Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible
into Series A 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
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value $.001
per share (the "Common Stock"), of the Company, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the first day of April, July, October and January in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount


<PAGE>   43


per share (rounded to the nearest cent) equal to the greater of (a) $l.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Company 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 A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

      (B)   The Company shall declare a dividend or distribution on the Series A
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 $1.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

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

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


                                       2

<PAGE>   44

      (A)   Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to one
hundred votes on all matters submitted to a vote of the stockholders of the
Company. In the event the Company 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 A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

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

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

SECTION 4. CERTAIN RESTRICTIONS.

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

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

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

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


                                       3
<PAGE>   45

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

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

      (B)   The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company 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 A Preferred Stock purchased
or otherwise acquired by the Company in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Amended and
Restated Certificate of Incorporation, or in any other Certificate of
Designation 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 Company, no distribution shall be made (1) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received an aggregate amount per share equal to one hundred times the aggregate
amount to be distributed per share to holders of shares of Common Stock, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (2) to the holders of shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except
distributions made ratably on the Series A Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding up. In the event the
Company 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 A Preferred Stock were
entitled immediately prior to such event under clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction,


                                       4
<PAGE>   46


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

SECTION 8. NO REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable.

SECTION 9. RANK. The Series A Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Company's Preferred Stock.

SECTION 10. AMENDMENT. The Amended and Restated Certificate of Incorporation of
the Company shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

      IN WITNESS WHEREOF, the undersigned has executed this certificate as of
December ___, 2000.



                                        ----------------------------------
                                        Joseph A. Forgione, President



                                       5
<PAGE>   47


                                    EXHIBIT B

                           FORM OF RIGHTS CERTIFICATE


<PAGE>   48


                           FORM OF RIGHTS CERTIFICATE


      NOT EXERCISABLE AFTER DECEMBER 18, 2010 OR EARLIER IF REDEMPTION OR
      EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
      AND TO EXCHANGE ON THE TERMS SET FORTH IN THE STOCKHOLDER RIGHTS
      AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
      ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF ANY SUCH ACQUIRING PERSON
      (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND ANY SUBSEQUENT
      HOLDER OF SUCH RIGHTS, SHALL BECOME NULL AND VOID.


                               RIGHTS CERTIFICATE

                               EPRISE CORPORATION

      This certifies that ___________________, or its 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
Stockholder Rights Agreement, dated as of December 18, 2000 (the "Rights
Agreement"), between Eprise Corporation, a Delaware corporation (the "Company"),
and Fleet Bank N.A. c/o EquiServe, L.P. (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. Eastern Standard Time on December
18, 2010 at the office of the Rights Agent designated for such purpose, or at
the office of its successor as Rights Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par value
$.01 per share (the "Preferred Shares"), of the Company, at a purchase price of
$21.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Rights
Certificate (and the number of one one-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 December 29, 2000, 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 Rights Certificate are subject to modification
and adjustment upon the happening of certain events.

      This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, as amended from time to time, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which the 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


<PAGE>   49


of the Rights Certificates. Copies of the Rights Agreement are on file at the
principal executive offices of the Company and the above-mentioned offices of
the Rights Agent.

      This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights 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 Rights Certificate or
Rights Certificates surrendered shall have entitled such holder to purchase. If
this Rights Certificate shall be exercised in part, the holder shall be entitled
to receive upon surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

      Subject to the provisions of Sections 23 and 24 of the Rights Agreement,
the Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part
for shares of the Company's Common Stock, par value $.001 per share, or, upon
circumstances set forth in the Rights Agreement, cash, property or other
securities of the Company, including fractions of a share of Preferred 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 depositary receipts) but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

      No holder of this Rights 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 Rights Certificate shall have been
exercised as provided in the Rights Agreement.

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

      Witness the facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of _______________, ______.


Attest:                                  Eprise Corporation

________________________________      By:  ________________________________

                                         Title: ___________________________

                                       2

<PAGE>   50

Countersigned:

Fleet Bank N.A. c/o EquiServe, L.P.,
as Rights Agent


By:  _________________________________
      Authorized Signatory



                                       3
<PAGE>   51


                   Form of Reverse Side of Rights Certificate
                               FORM OF ASSIGNMENT

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

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


Dated:  ____________________                ___________________________________
                                            Signature

Signature Guaranteed:


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

                                  * * * * * * *

      The undersigned hereby certifies that (1) the Rights evidenced by this
Rights Certificate are not being sold, assigned or transferred by or on behalf
of a Person who is or was an Acquiring Person, an Interested Stockholder or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement); and (2) after due inquiry and to the best of the knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced by this Rights
Certificate from any Person who is or was an Acquiring Person, an Interested
Stockholder, or an Affiliate or Associate thereof.

                                            __________________________________
                                            Signature

Signature Guaranteed:


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


                                       4


<PAGE>   52


                   Form of Reverse Side of Rights Certificate

                          FORM OF ELECTION TO PURCHASE

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

To Fleet Bank N.A. c/o EquiServe, L.P.:

         The undersigned hereby irrevocably elects to exercise ________________
___________________________ Rights represented by this Rights Certificate to
purchase the Preferred Shares 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 Rights
Certificate, a new Rights Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to: __________________________.

Please insert social security
or other identifying number:  ______________________________

(Please print name and address)


____________________________

____________________________

____________________________


Dated:  ______________________        ______________________________
                                      Signature

Signature Guaranteed:


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


                                  * * * * * * *

                                       5

<PAGE>   53


The undersigned hereby certifies that (1) the Rights evidenced by this Rights
Certificate are not beneficially owned by nor are they being exercised on behalf
of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement); and (2) after due
inquiry and to the best of the knowledge of the undersigned, the undersigned did
not acquire the Rights evidenced by this Rights Certificate from any Person who
is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or
Associate thereof.



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

Signature Guaranteed:


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


                                  * * * * * * *

                                     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
Rights 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 Rights 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.



                                       6

<PAGE>   54



                                    EXHIBIT C

                 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES



<PAGE>   55


                               EPRISE CORPORATION
                 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES

      The Board of Directors of Eprise Corporation adopted a Stockholder Rights
Agreement dated as of December 18, 2000 (the "Rights Agreement"), between the
Company and Fleet Bank N.A. c/o EquiServe, L.P. (the "Rights Agent") pursuant to
which the Board of Directors of the Company authorized and declared a dividend
of one Right for each share of the Company's Common Stock outstanding at the
close of business on the Record Date and authorized and directed the issuance of
one Right with respect to each share of Common Stock that subsequently becomes
outstanding (the "Common Shares"). Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of the Company's Series A
Junior Participating Preferred Stock (the "Preferred Shares") at an initial
exercise price of $21.00 per one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in the Rights Agreement.

DETACHMENT AND TRANSFER OF RIGHTS

      Initially, the Rights will be evidenced by the stock certificates
representing Common Shares then outstanding, and no separate Rights Certificates
will be distributed. Until the earlier to occur of (i) 10 business days after a
public announcement that a person or group of affiliated or associated persons,
has become an "Acquiring Person" (as such term is defined in the Rights
Agreement) or (ii) 10 business days (or such later date as the Board may
determine) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer which would result in the beneficial
ownership by an Acquiring Person of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate. In general,
an "Acquiring Person" is a person, the affiliates or associates of such person,
or a group, which has acquired beneficial ownership of 15% or more of the
outstanding Common Shares, with certain exceptions as set forth in the Rights
Agreement.

      The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferable
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights) the
surrender or transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Rights Certificates alone will evidence the Rights.


<PAGE>   56


EXERCISABILITY OF RIGHTS

      The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 18, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below. Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends.

      The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable or payable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event the
Company has (A) declared a dividend on the Preferred Shares payable in Preferred
Shares, (B) subdivided the outstanding Preferred Shares, (C) combined the
outstanding Preferred Shares into a smaller number of Preferred Shares or (D)
issued any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation). The
number of outstanding Rights and the number of Preferred Shares issuable upon
exercise of each Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common Shares payable in
Common Shares, or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional Preferred Shares will be issued and in lieu thereof, an
adjustment in cash will be made based on the market price of the Common Shares
on the last trading day prior to the date of exercise.

TRIGGER OF FLIP-IN AND FLIP-OVER RIGHTS

      In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person or any
affiliate or associate thereof (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right. This right will
commence on the later of (A) the expiration of the Company's redemption rights,
(B) the date of public announcement that a person has become an Acquiring
Person, or (C) the effective date of a registration statement relating to
distribution of the rights, and shall terminate 60 days later (subject to
extension if exercise of the rights is enjoined).

      If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
to an Acquiring Person, its affiliates or associates, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise of such Right at the then-current exercise price of the Right,
that number of shares of common stock of the acquiring company which at the time
of such transaction will have a market value of two times the exercise price of
the Right.

      For example, at an exercise price of $20.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties), following an event
described in the preceding


                                       2

<PAGE>   57

paragraph, would entitle its holder to purchase $40.00 worth of Common Stock (or
other consideration, as described in the Rights Agreement) for $20.00. Assuming
that the Common Stock had a per share value of $4.00 at such time, the holder of
each valid Right would be entitled to purchase 10 shares of common stock for
$20.00.

REDEMPTION AND EXCHANGE OF RIGHTS

      At any time prior to the earliest of (i) the close of business on the
tenth day following the first public announcement that a person has become an
Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). In addition, in certain circumstances
involving a merger, consolidation, asset sale or similar transfer of assets or
earning power of the Company, the Board may redeem the Rights in whole, but not
in part, at any time after the tenth day following the first public announcement
that a person has become an Acquiring Person, but before the consummation of any
such transaction. In general, the redemption of the Rights may be made effective
at such time, on such basis and with such conditions as the Board of Directors
in its sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

      At any time after any Person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or, under circumstances
set forth in the Rights Agreement, cash, property or other securities of the
Company, per Right (with value equal to such Common Shares).

AMENDMENT OF RIGHTS

      The terms of the Rights generally may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, except that
from and after the Distribution Date no such amendment may adversely affect the
interests of the holders of the Rights (excluding the interest of any Acquiring
Person).

CERTAIN ANTI-TAKEOVER EFFECTS

      The Rights have certain anti-takeover effects, and are designed to prevent
a raider from using coercive tactics to deprive the Company's Board of Directors
and stockholders of the opportunity to determine the Company's destiny by
forcing the raider to negotiate with the Company's Board. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be amended to permit such acquisition or redeemed
by the Company as described above. The Rights Agreement does not inhibit any
stockholder from using the proxy mechanism to promote a change in the management
or direction of the Company. While the Board of Directors is not aware of any
effort to acquire control of the


                                       3

<PAGE>   58


Company, it believes that the Rights Agreement represents a sound and reasonable
means of safeguarding the investment of stockholders in the Company.

ADDITIONAL INFORMATION

      A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K dated December
19, 2000. A copy of the Rights Agreement is available from the Company by
writing to: Chief Financial Officer, Eprise Corporation, 200 Crossing Boulevard,
Framingham, MA 01702. This summary description of the Rights is not intended to
be complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.



                                       4