Exhibit 4.2


                             RIGHTS AGREEMENT

             Rights  Agreement,  dated  as of  September  19,  1991  (the
  "Agreement"),   between   Carrington  Laboratories,   Inc.,   a   Texas
  corporation   (the   "company"),  and   Ameritrust   Company   National
  Association (the "Rights Agent").

             The  Board of Directors  of the Company  has authorized  and
  declared a dividend of  one preferred share purchase right (a  "Right")
  for  each  Common  Share  (as  hereinafter  defined)  of  the   Company
  outstanding  on  October  15, 1991  (the  "Record  Date"),  each  Right
  representing  the right to  purchase one one-hundredth  of a  Preferred
  Share  (as hereinafter  defined), upon  the terms  and subject  to  the
  conditions herein  set forth, and has  further authorized and  directed
  the issuance of one Right with respect to each Common Share that  shall
  become  outstanding between the  Record Date  and the  earliest of  the
  Distribution Date,  the Redemption Date and  the Final Expiration  Date
  (as such terms are hereinafter defined).

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

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

                  (a) "Acquiring Person" shall  mean any Person (as  such
       term  is hereinafter  defined)  who or  which, together  with  all
       Affiliates and Associates (as such terms are hereinafter  defined)
       of such  Person, shall be  the Beneficial Owner  (as such term  is
       hereinafter defined)  of 20% or more of  the Common Shares of  the
       Company then outstanding,  but shall not include the Company,  any
       Subsidiary (as such  term is hereinafter defined) of the  Company,
       any employee benefit plan of the Company or any Subsidiary of  the
       Company, or  any entity holding Common  Shares for or  pursuant to
       the  terms of  any such  plan. Notwithstanding  the foregoing,  no
       Person  shall become an  "Acquiring Person"  as the  result of  an
       acquisition  of Common Shares  by the Company  which, by  reducing
       the  number of  shares  outstanding, increases  the  proportionate
       number of shares beneficially owned by such Person to 20% or  more
       of the  Common Shares of the  Company then outstanding;  provided,
       however,  that if a  Person shall become  the Beneficial Owner  of
       20% or more of  the Common Shares of the Company then  outstanding
       by reason of share purchases by the Company and shall, after  such
       share  purchases by the  Company, become the  Beneficial Owner  of
       any  additional Common  Shares of  the Company,  then such  Person
       shall be deemed to be an "Acquiring Person".

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

                  (c) A Person shall be deemed the "Beneficial Owner"  of
       and shall be deemed to "beneficially own" any securities:
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                   (i)   which such  Person  or  any  of  such   Person's
       Affiliates   or   Associates  beneficially   owns,   directly   or
       indirectly;

                   (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)  pursuant to any agreement, arrangement or  understanding
       (other  than customary  agreements with  and between  underwriters
       and  selling group  members with  respect to  a bona  fide  public
       offering  of  securities), or  upon  the  exercise  of  conversion
       rights,  exchange  rights,  rights  (other  than  these   Rights),
       warrants  or  options, or  otherwise;  provided  however,  that  a
       Person  shall  not  be  deemed the  Beneficial  Owner  of,  or  to
       beneficially  own, 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   Persons  Affiliates  or   Associates  has  any   agreement,
       arrangement  or  understanding (other  than  customary  agreements
       with  and  between underwriters  and  selling group  members  with
       respect  to a bona  fide public  offering of  securities) for  the
       purpose  of  acquiring, holding,  voting  (except  to  the  extent
       contemplated by  the proviso to Section 1(c)(ii)(B)) 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
       State  of Texas 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., Dallas,  Texas  time, on  such  date;  provided,
       however, that  if such date is  not a Business  Day it shall  mean
       5:00  P.M., Dallas, Texas  time, an the  next succeeding  Business
       Day.
<PAGE>
                   (f)     "Common Shares"  when used  with reference  to
       the  Company shall  mean the  shares of  common stock,  par  value
       $0.01 per  share, of the Company.  "Common Shares" when used  with
       reference  10 any Person  other than  the Company  shall mean  the
       capital stock (or equity interest) with the greatest voting  power
       of such other Person  or, if such other Person is a Subsidiary  of
       another  person, the Person  or Persons  which ultimately  control
       such first-mentioned Person.

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

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

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

                   (j)     "Flip-Over Event" shall have the meaning set
       forth in Section 13 hereof.

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

                   (l)     "Preferred Shares" shall mean shares of Series
       D Preferred Stock, par value $100 per share, of the Company
       having the rights and preferences set forth in the Form of
       Statement of Resolution Establishing and Designating Series D
       Preferred Stock of Carrington Laboratories, Inc. attached to this
       Agreement as Exhibit A.

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

                   (n)     "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.

                   (o)"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.

                   (p) "Triggering Event" shall mean any Flip-In Event or
       any Flip-Over Event.

              Section 2. Appointment of Rights Agent. The Company  hereby
  appoints  the Rights Agent  to act  as agent  for the  Company and  the
  holders  of the  Rights  (who, in  accordance  with Section  3  hereof,
  shall,  prior to  the Distribution  Date  also be  the holders  of  the
  Common Shares) in accordance with the terms and conditions hereof,  and
  the Rights Agent hereby accepts such appointment. The Company may  from
  time to time appoint such co-Rights Agents as it may deem necessary  or
  desirable.

              Section 3. Issuance of Right Certificates.
<PAGE>
              (a)  Until the earlier of (i) the close of business on  the
  tenth  day after  the Shares  Acquisition  Date or  (ii) the  close  of
  business  on the  tenth business  day (or  such later  date as  may  be
  determined by  action of the Board of Directors  prior to such time  as
  any  person  becomes  an  Acquiring  Person)  after  the  date  of  the
  commencement by any Person  (other than 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 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 for  or  pursuant to  the terms  of  any such  plan)  to
  commence, a  tender or exchange offer  the consummation of which  would
  result  in any Person  becoming the Beneficial  Owner of Common  Shares
  aggregating  20%  or  more  of  the  then  outstanding  Common   Shares
  (including any such date which is after the date of this Agreement  and
  prior to  the issuance of the Rights; the  earlier of such dates  being
  herein referred to as the "Distribution Date"), (x) the Rights will  be
  evidenced  (subject to the  provisions of Section  3(b) hereof) by  the
  certificates for Common Shares  registered in the names of the  holders
  thereof  (which  certificates   shall  also  be  deemed  to  be   Right
  Certificates)  and not  by  separate Right  Certificates, and  (y)  the
  right  to  receive Right  Certificates  will be  transferable  only  in
  connection with the transfer  of Common Shares. As soon as  practicable
  after the Distribution Date, the Company will prepare and execute,  the
  Rights Agent  will countersign, and the Company  will send or cause  to
  be  sent (and  the Rights  Agent will,  if requested,  send) by  first-
  class, postage-prepaid mail, to each record holder of Common Shares  as
  of the  close of business on the Distribution  Date, at the address  of
  such holder shown on  the records of the Company, a Right  Certificate,
  in substantially the form of Exhibit B hereto (a "Right  Certificate"),
  evidencing  one  Right  for  each Common  Share  so  held,  As  of  the
  Distribution Date,  the Rights will be  evidenced solely by such  Right
  Certificates.

              (b)  On  the  Record  Date,  or  as  soon  as   practicable
  thereafter,  the Company will  send a copy  of a Summary  of Rights  to
  Purchase  Preferred Shares,  in  substantially the  form of  Exhibit  C
  hereto  (the  "Summary of  Rights"),  by  first-class,  postage-prepaid
  mail,  to each  record  holder of  Common Shares  as  of the  close  of
  business on  the Record Date, at  the address of  such holder shown  on
  the  records of the  Company. With respect  to certificates for  Common
  Shares outstanding as of the Record Date, until the Distribution  Date,
  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  or 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.

              (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:
<PAGE>
              This certificate  also evidences  and entities  the  holder
  hereof to  certain rights as  set forth in  a Rights Agreement  between
  Carrington   Laboratories,  Inc.   and  Ameritrust   Company   National
  Association, dated  as of September 19,  1991 (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
  Carrington  Laboratories,  Inc. 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- Carrington Laboratories,  Inc. will mall to the holder  of
  this  certificate a eon  of the Rights  Agreement without charge  after
  receipt  of  a written  request  therefor  at the  principal  place  of
  business of Carrington Laboratories, Inc. Under certain  circumstances,
  as set forth in  the Rights Agreement, Rights issued to any Person  who
  becomes an  Acquiring Person (as defined  in the Rights Agreement)  may
  become null and void,

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

              Section  4.   Form  of   Right  Certificates,   The   Right
  Certificates (and  the forms of election  to purchase Preferred  Shares
  and  of assignment  to be  printed  on the  reverse thereof)  shall  be
  substantially the same as  Exhibit B hereto and may have such marks  of
  identification   or  designation   and  such   legends,  summaries   or
  endorsements printed  thereon as the Company  may deem appropriate  and
  as are  not inconsistent with the provisions  of this Agreement, or  as
  may be required to  comply with any applicable law or with any rule  or
  regulation made pursuant thereto or with any rule or regulation of  any
  stock exchange on which the Rights may from time to time be listed,  or
  to  conform to  usage. Subject  to  the provisions  of Section  11  and
  Section  22 hereof, the  Right Certificates shall  entitle the  holders
  thereof to  purchase such number of  one one-hundredths of a  Preferred
  Share as shall be set forth therein at the price per one  one-hundredth
  of a 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.

              Section 5. Countersignature and Registration.

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

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

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

              (a) Subject to the provisions of section 14 hereof, at  any
  time after  the close of business on the  Distribution Date, and at  or
  prior to  the close of business on the  earlier of the Redemption  Date
  or  the  Final   Expiration  Date,  any  Right  Certificate  or   Right
  Certificates  (other than Right  Certificates representing Rights  that
  have become void pursuant  to Section 11(a)(ii)(B) hereof or that  have
  been  exchanged pursuant  to  Section 24  hereof) may  be  transferred,
  split up, combined or exchanged for another Right Certificate or  Right
  Certificates,  entitling  the registered  holder  to  purchase  a  like
  number  of one one-hundredths  of a  Preferred Share  (or, following  a
  Flip-In Event. Common  Shares, other securities, cash or other  assets,
  as  the case may  be) as the  Right certificate  or Right  Certificates
  entitled  such holder to  purchase. Any registered  holder desiring  to
  transfer, split up, combine or exchange any Right Certificate or  Right
  Certificates  shall  make such  request  in writing  delivered  to  the
  Rights  Agent,  and shall  surrender  the Right  Certificate  or  Right
  Certificates to be transferred, split up, combined or exchanged at  the
  principal  office or offices  of the Rights  Agent designated for  such
  purpose.  Thereupon  the Rights  Agent  shall, subject  to  Section  14
  hereof, countersign and deliver to the person entitled thereto a  Right
  Certificate  or  Right  Certificates,  as  the  case  may  be,  as   so
  requested.  The Company  may require  payment of  a sum  sufficient  to
  cover any tax or governmental charge that may be imposed in  connection
  with  any   transfer,  split-up,  combination  or  exchange  of   Right
  Certificates.
<PAGE>
              (b) Upon  receipt by the Company  arid the Rights Agent  of
  evidence  reasonably   satisfactory  to  them   of  the  loss,   theft,
  destruction  or mutilation  of a  Right Certificate,  and, in  case  of
  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
  satisfactory to them,  and, at the Company's request. reimbursement  to
  the Company and the Rights Agent of all reasonable expenses  incidental
  thereto,  and upon surrender  to the Rights  Agent and cancellation  of
  the  Right  Certificate if  mutilated,  the Company  will  execute  and
  deliver a new Right  Certificate of like tenor to the Rights Agent  for
  delivery to the registered  holder in lieu of the Right Certificate  so
  lost, stolen, destroyed or mutilated.

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

              (a) The  registered  holder of  any Right  Certificate  may
  exercise  the Rights evidenced  thereby (except  as otherwise  provided
  herein) in  whole or in part  at any time  after the Distribution  Date
  upon surrender of the  Right Certificate, with the form of election  to
  purchase  on the  reverse side  thereof duly  executed, to  the  Rights
  Agent  at  the  principal  office  or  offices  of  the  Rights   Agent
  designated  for such  purpose, together  with payment  of the  Purchase
  Price  for  each one  one-hundredth  of  a Preferred  Share  (or  other
  securities, cash or other  assets, as the case may be) as to which  the
  Rights are exercised, at  or prior to the earliest of (i) the close  of
  business on  October 15, 2001 (the  "Final Expiration Date"). (ii)  the
  time at which the Rights are redeemed as provided in Section 23  hereof
  (the "Redemption  Date"), or (iii)  the time at  which such Rights  are
  exchanged as provided in Section 24 hereof.

              (b)  The Purchase  Price  for each  one one-hundredth of  a
  Preferred  Share (or other  securities, cash  or other  assets, as  the
  case  may be) purchasable  pursuant to the  exercise of  a Right  shall
  initially be $80, and shall be subject to adjustment from time to  time
  as provided in Section  11 or 13 hereof and shall be payable in  lawful
  money of the United States of America an accordance with paragraph  (c)
  below.

              (c)     Upon receipt  of a  Right Certificate  representing
  exercisable  Rights, with  the form  of election  to purchase  and  the
  certificate  duly executed,  accompanied by  payment, with  respect  to
  each Right  so exercised, of the  Purchase Price per one  one-hundredth
  of a  Preferred Share (or  other securities, cash  or other assets,  as
  the case may be) to be purchased and an amount equal to any  applicable
  transfer  tax  required  to  be  paid  by  the  holder  of  such  Right
  Certificate in  accordance with Section 10  hereof by certified  check,
  cashier's check  or money order  payable to the  order of the  Company,
  the Rights Agent shall thereupon promptly (i) (A) requisition from  any
  transfer  agent of  the Preferred  Shares (or  make available,  if  the
  Rights  Agent is .a  transfer agent for  such shares) certificates  for
  the number of Preferred Shares to be purchased, and the Company  hereby
  irrevocably  authorizes its  transfer  agent to  comply with  all  such
  requests,  or  (B) 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
<PAGE>
  appropriate,  requisition from the  Company the  amount of  cash to  be
  paid  in lieu  of  issuance of  fractional  shares in  accordance  with
  Section  14  hereof,  (iii)  after  receipt  of  such  certificates  or
  depositary  receipts, cause the  same to be  delivered to  or upon  the
  order of  the registered holder of  such Right Certificate,  registered
  in such  name or names as  may be designated by  such holder, and  (iv)
  when  appropriate, after  receipt, deliver  such cash  to or  upon  the
  order of the registered holder of such Right Certificate. In the  event
  that  the Company  is obligated  to issue  other securities  (including
  stock  of the  Company), the  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
  by the Rights Agent, if and when appropriate.

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

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

              Section 9. Reservation and Availability of Capital Stock.

              (a)  The Company covenants  and agrees that  it will  cause
  to be  reserved and kept available out  of its authorized and  unissued
  Preferred Shares (and, following the occurrence of a Triggering  Event,
  out  of  its  authorized  and  unissued  Common  Shares  and/or   other
  securities  or out  of its  authorized and  issued shares  held in  its
  treasury),  the   number  of  Preferred   Shares  (and  following   the
  occurrence  of   a  Triggering  Event,   Common  Shares  and/or   other
  securities)  that,  as provided  in  this Agreement  including  Section
  11(a)(iii) hereof,  will be sufficient to  permit the exercise in  full
  of all outstanding Rights.
<PAGE>
              (b)  So long as  the Preferred Shares  (and, following  the
  occurrence  of a  Triggering Event,  Common Shares  and/or  securities)
  issuable and deliverable upon the exercise of the Rights may be  listed
  on any  national securities exchange  or inter-dealer quotation  system
  of a registered national securities association on which the  Preferred
  Shares may from time  to time be listed, traded or quoted, the  Company
  shall use reasonable 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  one  one-
  hundredths  of a Preferred  Share (and, following  the occurrence of  a
  Triggering  Event, Common  Shares  and/or other  securities)  delivered
  upon  exercise  of  Rights  shall, at  the  time  of  delivery  of  the
  certificates  for  such shares  (subject  to payment  of  the  Purchase
  Price). be  duly and validly authorized and  issued and fully paid  and
  nonassessable.

              Section 10. Preferred  Shares Record Date.  Each person  in
  whose  name any  certificate  for Preferred  Shares (or  Common  Shares
  and/or  other  securities, as  the  case may  be)  is issued  upon  the
  exercise of Rights shall for all purposes be deemed to have become  the
  holder  of record  of the  Preferred Shares  (or Common  Shares  and/or
  other securities, as the case may be) represented thereby on, and  such
  certificate shall be dated,  the date upon which the Right  Certificate
  evidencing  such  Rights  was  duly  surrendered  and  payment  of  the
  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 Common Shares and/or other  securities,
  as  the case may  be) 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  Common Shares  and/or  other
  securities,  as the  case may  be) transfer  books of  the Company  are
  open.  Prior to  the  exercise of  the  Rights evidenced  thereby,  the
  holder of a Right Certificate shall not be entitled to any rights of  a
  shareholder of Preferred Shares  of the Company with respect to  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 II, Adjustment of  Purchase Price. Number and  Kind
  of Shares or Number of Rights. The Purchase Price, the number and  kind
  of shares  covered by each Right and  the number of Rights  outstanding
  are  subject  to adjustment  from  time to  time  as provided  in  this
  section 11.
<PAGE>
              (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)  hereof,  the
  Purchase  Price in  effect at  the time  of the  record date  for  such
  dividend or of the  effective date of such subdivision, combination  or
  reclassification, and  the number and kind  of shares of capital  stock
  issuable 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 Preferred  Shares or  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, he would have owned upon such exercise and  been
  entitled  to   receive  by  virtue   of  such  dividend,   subdivision,
  combination  or  reclassification.  If  an  event  occurs  which  would
  require  an adjustment  under both  this 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) (A) Subject to Sections 23 and  24 of this  Agreement,
  in  the  event  any  Person becomes  an  Acquiring  Person  other  than
  pursuant to a Flip-Over  Event at any time after September 19, 1991  (a
  "Flip-In Event"), each holder of a Right shall thereafter have a  right
  to receive, upon exercise thereof at a price equal to the then  current
  Purchase  Price multiplied by  the number  of one  one-hundredths of  a
  Preferred Share  for which a Right  is then exercisable, in  accordance
  with the terms of this Agreement and in lieu of Preferred Shares,  such
  number of  Common Shares of the Company  (such number of Common  Shares
  to  be referred to  hereinafter as  the "Adjustment  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 Company's  Common
  Shares  (determined pursuant to  Section 11(d) hereof)  on the date  of
  the  occurrence of  such event.  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.

                     (B) From and  after  the  occurrence  of  a  Flip-In
  Event, any Rights that  are or were acquired  or beneficially owned  by
  any Acquiring Person (or any Associate  or Affiliate of such  Acquiring
  Person) shall be void, and any  holder of such Rights shall  thereafter
  have no  right to  exercise such  Rights under  any provision  of  this
  Agreement. No Right Certificate shall be  issued pursuant to Section  3
  that represents Rights beneficially owned by an Acquiring Person  whose
  Rights would  be  void  pursuant  to  the  preceding  sentence  or  any
  Associate or Affiliate thereof; no Right Certificate shall be issued at
  any time upon the transfer of  any Rights to an Acquiring Person  whose
  Rights would  be  void  pursuant  to  the  preceding  sentence  or  any
<PAGE>
  Associate or  Affiliate thereof  or to  any nominee  of such  Acquiring
  Person, Associate or Affiliate; and any Right Certificate delivered  to
  the Rights Agent for transfer to an Acquiring Person whose Rights would
  be void pursuant to the preceding sentence shall be canceled.

               (iii) In the event that the number of Common Shares  which
  is authorized  by  the  Company's Articles  of  Incorporation  but  not
  outstanding or not reserved for issuance  for purposes other than  upon
  exercise of the Rights is not sufficient to permit the exercise in full
  of the Rights  in accordance with  the foregoing  subparagraph (ii)  of
  this Section  11(a), the  Company shall,  to  the extent  permitted  by
  applicable law  and regulation:  (A) determine  the excess  of (1)  the
  value of the Adjustment  Shares issuable upon the  exercise of a  Right
  (the "Current Value") over  (2) the Purchase Price  (such excess to  be
  referred to hereinafter as the "Spread"), and (B) with respect to  each
  Right, make adequate provision to substitute for the Adjustment Shares,
  upon payment  of  the  applicable  Purchase  Price,  (I)  cash,  (2)  a
  reduction in  the Purchase  Price, (3)  Common Shares  or other  equity
  securities of the  Company (including, without  limitation, shares,  or
  units of shares, of  preferred stock which the  Board of Directors  has
  deemed to have  the same  value as the  Common Shares  (such shares  of
  preferred stock, "common  share equivalents"), (4)  debt securities  of
  the Company. (5) other assets or (6) any combination of the  foregoing,
  having an  aggregate  value equal  to  the Current  Value,  where  such
  aggregate value has  been determined by  the Board  of Directors  based
  upon the advice of an investment banking firm selected by the Board  of
  Directors; provided,  however,  if  the Company  shall  not  have  made
  adequate provisions to deliver value pursuant  to clause  above  within
  30 days following the first occurrence of a Flip-In Event (the "Flip-in
  Trigger Date", then the Company shall be obligated to deliver, upon the
  surrender for exercise of a Right and without requiring payment of  the
  Purchase Price, Common Shares  (to the extent  available) and then,  if
  necessary, cash, which shares and/or cash have an aggregate value equal
  to the Spread. If the Board of Directors determines in good faith  that
  it  is  likely  that  sufficient  additional  Common  Shares  could  be
  authorized for issuance upon exercise in full of the Rights, the 30-day
  period set forth above may be extended to the extent necessary, but not
  more than 90  days after the  Flip-In Trigger Date,  in order that  the
  Company may seek  shareholder approval  for the  authorization of  such
  additional  shares  (such   period,  as   it  may   be  extended,   the
  "Substitution Period"). To the extent that the Company determines  that
  some action need be taken pursuant to the first and/or second sentences
  of this Section 11  (a)(iii), the Company (x)  shall provide that  such
  action shall apply  uniformly to all  outstanding Rights,  and (y)  may
  suspend the exercisability of  the Rights until  the expiration of  the
  Substitution Period in  order to seek  any authorization of  additional
  shares and/or to decide the appropriate form of distribution to be made
  pursuant to such first sentence and  to determine the value thereof  In
  the event of  any such  suspension, the  Company shall  issue a  public
  announcement stating that  the exercisability  of the  Rights has  been
  temporarily suspended, as well as a public announcement at such time as
  the suspension is  no longer in  effect. For purposes  of this  Section
  11(a)(iii), the value  of the Common  Shares shall be  the current  per
  share market price (as determined pursuant to Section 11(d) hereof)  of
  the Common Shares  on the Flip-In  Trigger Date, and  the value of  any
  common share equivalent shall be deemed  to have the same value as  the
  Common Shares on such date,
<PAGE>
                  (b)      In case the  Company shall fix  a record  date
  for the  issuance of  rights, options  or warrants  to all  holders  of
  Preferred Shares  entitling  them  (for a  period  expiring  within  45
  calendar days  after such  record date)  to subscribe  for or  purchase
  Preferred Shares  (or shares  having the  same rights,  privileges  and
  preferences as the Preferred Shares ("equivalent preferred shares")) or
  securities convertible into  Preferred Shares  or equivalent  preferred
  shares at a price per Preferred Share or equivalent preferred share (or
  having a conversion  price per share,  if a  security convertible  into
  Preferred Shares or  equivalent preferred  shares) less  than the  then
  current per share market price of  the Preferred Shares (as defined  in
  Section 11(d)) on such record date, the Purchase Price to be in  effect
  after such record date shall be determined by multiplying the  Purchase
  Price in effect immediately  prior to such record  date by a  fraction,
  the numerator  of  which  shall  be  the  number  of  Preferred  Shares
  outstanding on such  record date plus  the number  of Preferred  Shares
  which the aggregate  offering price of  the total  number of  Preferred
  Shares and/or equivalent preferred shares so to be offered (and/or  the
  aggregate initial conversion price of the convertible securities so  to
  be offered)  would  purchase  at such  current  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 and shall be binding on the Rights Agent and  the
  holders of  the Rights.  Preferred  Shares owned  by  or held  for  the
  account of the Company shall not be deemed outstanding for the  purpose
  of any such  computation. Such  adjustment shall  be made  successively
  whenever such  a record  date is  fixed;  and in  the event  that  such
  rights, options or warrants ate 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 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
<PAGE>
  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,
   other than computations  made pursuant to  Section 11(a)(iii)  hereof,
   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, and for  purposes
   of  computations made  pursuant  to  Section  11(a)(iii)  hereof,  the
   "current per share market  price" of a Security  on any date shall  be
   deemed to be  the average  of the daily  closing prices  per share  of
   such  Security  for  the  ten  consecutive  Trading  Days  immediately
   following 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 shares of such  Security
   (other  than the  Rights),  or  (B) any  subdivision,  combination  or
   reclassification of such Security, and  the ex-dividend date for  such
   dividend or  distribution, or the  record date  for such  subdivision,
   combination or reclassification shall not  have occurred prior to  the
   commencement of  the requisite  thirty (30)  Trading Day  or ten  (10)
   Trading Day period, as set forth  above, then, and in each such  case,
   the "current per  share market price"  shall be  properly adjusted  to
   take into account ex-dividend trading. The closing price for each  day
   shall be the last sale  price, regular way, or,  in case no such  sale
   takes place on  such day,  the average of  the closing  bid and  asked
   prices, regular  way, in  either  case as  reported in  the  principal
   consolidated transaction reporting  system with respect to  securities
   listed or admitted to  trading on the New  York Stock Exchange or,  if
   the Security is  not listed  or admitted to  trading on  the New  York
   Stock Exchange, as reported in the principal consolidated  transaction
   reporting system  on  which the  Security  is listed  or  admitted  to
   trading or, if the  Security is not listed  or admitted to trading  on
   any national securities exchange, the last quoted price or, if not  so
   quoted, the average of the high bid and low asked prices in the  over-
   the-counter  market,  as  reported  by  the  National  Association  of
   Securities Dealers,  Inc. Automated  Quotations System  ("NASDAQ")  or
   such other system then in  use, or, if on  any such date the  Security
   is not quoted  by any such  organization, the average  of the  closing
   bid and  asked prices  as  furnished by  a professional  market  maker
   making a market in the Security selected by the Board of Directors  of
   the company. 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.
<PAGE>
           (ii)  For  the  purpose  of  any  computation  hereunder,  the
  "current per  share market  price" of  the  Preferred Shares  shall  be
  determined in accordance with the method set forth in Section 11(d)(i).
  If the Preferred Shares are not publicly traded, the "current per share
  market price" of the Preferred Shares  shall be conclusively deemed  to
  be the  current  per  share  market  price  of  the  Common  Shares  as
  determined pursuant  to  Section  11(d)i)  (appropriately  adjusted  to
  reflect  any  stock  split,  stock  dividend  or  similar   transaction
  occurring after the  date hereof), multiplied  by 100.  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 and shall be conclusive for all purposes. For all
  purposes of this  Agreement, the "current  per share  market price"  of
  1/100 of a  Preferred Share shall  be equal to  the "current per  share
  market price" of one Preferred Share divided by 100.

            (e)    Anything herein  to the  contrary notwithstanding,  no
  adjustment  in  the  Purchase  Price  shall  be  required  unless  such
  adjustment would require an increase or decrease of at least 1% in  the
  Purchase Price; provided, however, that any adjustments which by reason
  of this Section  11(e) are  not required to  be made  shall be  carried
  forward and  taken  into  account in  any  subsequent  adjustment.  All
  calculations under this Section 11 shall be made to the nearest cent or
  to the  nearest one  one-millionth 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
  Companyother  than  Preferred Shares,  thereafter  the number  of  such
  other shares so receivable upon exercise of any Right shall be  subject
  to  adjustment from time  to time in  a manner and  on terms as  nearly
  equivalent  as  practicable  to the  provisions  with  respect  to  the
  Preferred  Shares contained in  Section 11(a)  through (c),  inclusive,
  and  the provisions of  Sections 7, 9,  10 and 13  with respect to  the
  Preferred Shares shall apply on like terms to any such other shares.

              (g)  All Rights originally issued by the Company subsequent
   to any adjustment made to the Purchase Price hereunder shall  evidence
   the right to purchase, at  the adjusted Purchase Price, the number  of
   one one-hundredths of a Preferred Share purchasable from time to  time
   hereunder  upon  exercise  of  the  Rights,  all  subject  to  further
   adjustment as provided herein.
<PAGE>
              (h)     Unless   the   Company  shall  have  exercised  its
   election as provided  in Section 11(i),  upon each  adjustment of  the
   Purchase Price as a result of the calculations made in Sections  11(b)
   and (c), each  Right outstanding immediately  prior to  the making  of
   such adjustment shall  thereafter evidence the  right to purchase,  at
   the adjusted Purchase  Price, that number of  one one-hundredths of  a
   Preferred Share  (calculated to  the nearest  one one-millionth  of  a
   Preferred Share) obtained  by (i) multiplying  (x) the  number of  one
   one-hundredths of  a share  covered by  a Right  immediately prior  to
   this adjustment by (y) the Purchase Price in effect immediately  prior
   to such  adjustment  of the  Purchase  Price, and  (ii)  dividing  the
   product so obtained by the Purchase Price in effect immediately  after
   such adjustment of the Purchase Price.

                   (i)     The Company may elect on or after the date  of
   any adjustment of the Purchase  Price to adjust the number of  Rights,
   in  substitution  for  any  adjustment  in  the  number  of  one  one-
   hundredths of a  Preferred Share purchasable  upon the  exercise of  a
   Right. Each of  the Rights outstanding  after such  adjustment of  the
   number of  Rights shall  be exercisable  for the  number of  one  one-
   hundredths of  a Preferred  Share for  which a  Right was  exercisable
   immediately prior to such adjustment. Each Right held of record  prior
   to such adjustment  of the number of  Rights shall become that  number
   of Rights (calculated to the  nearest one ten-thousandth) obtained  by
   dividing the Purchase Price in effect immediately prior to  adjustment
   of the  Purchase Price  by the  Purchase Price  in effect  immediately
   after adjustment  of the  Purchase  Price. The  Company shall  make  a
   public announcement of  its election to adjust  the number of  Rights,
   indicating the record  date for the adjustment,  and, if known at  the
   time, the amount of  the adjustment to be  made. This record date  may
   be the  date  on which  the  Purchase Price  is  adjusted or  any  day
   thereafter, but, if the Right Certificates have been issued, shall  be
   at least 10 days  later than the date  of the public announcement.  If
   Right Certificates  have  been issued,  upon  each adjustment  of  the
   number of Rights  pursuant to this Section  11(i), the Company  shall,
   as promptly  as practicable,  cause to  be distributed  to holders  of
   record of Right  Certificates on such  record date Right  Certificates
   evidencing, subject  to Section 14  hereof, the  additional Rights  to
   which such holders shall be  entitled as a result of such  adjustment.
   or, at the  option of the  Company, shall cause  to be distributed  to
   such holders of record in  substitution and replacement for the  Right
   Certificates held by  such holders prior  to the  date of  adjustment,
   and upon  surrender thereof,  if required  by the  Company, new  Right
   Certificates evidencing all the Rights to which such holders shall  be
   entitled  after  such   adjustment.  Right  Certificates   so  to   be
   distributed shall be issued, executed and countersigned In the  manner
   provided for  herein  and shall  be registered  in  the names  of  the
   holders of record of Right  Certificates on the record date  specified
   in the public announcement.

                   (j)     Irrespective of  any adjustment  or change  in
   the Purchase Price or the number of one one-hundredths of a  Preferred
   Share  issuable   upon  the  exercise   of  the   Rights,  the   Right
   Certificates  theretofore  and  thereafter  issued  may  continue   to
   express the Purchase Price and  the number of one one-hundredths of  a
   Preferred  Share   which   were  expressed   in  the   initial   Right
   Certificates issued hereunder.
<PAGE>
                   (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 issuance to the  holder
   of any Right exercised after such record date of the Preferred  Shares
   and  other capital  stock  or  securities  of  the  Company,  if  any,
   issuable upon such  exercise over and above  the Preferred Shares  and
   other capital stock  or securities of  the Company,  if any,  issuable
   upon such exercise on the basis of the Purchase Price in effect  prior
   to such adjustment; provided however.  that the Company shall  deliver
   to such holder a due  bill or other appropriate instrument  evidencing
   such holder's right  to receive such  additional shares or  securities
   upon the occurrence of the event requiring such adjustment.

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

                   (n)  Anything herein to the contrary notwithstanding,
   in  the  event  that  at  any   time   after   the   date   of   this
   Agreement and prior  to the Distribution Date,  the Company shall  (i)
   declare or pay  any dividend on  the Common Shares  payable in  Common
   Shares or (ii) effect a  subdivision, combination or consolidation  of
   the Common Shares  (by reclassification or  otherwise than by  payment
   of dividends  in Common Shares)  into a  greater or  lesser number  of
   Common Shares,  then in  any such  case  (A) the  number of  one  one-
   hundredths of  a Preferred  Share purchasable  after such  event  upon
   proper exercise of each Right  shall be determined by multiplying  the
   number of  one  one-hundredths of  a  Preferred Share  so  purchasable
   immediately prior to such event by a fraction, the numerator of  which
   is the  number of Common  Shares outstanding  immediately before  such
   event and  the denominator of  which is  the number  of Common  Shares
   outstanding immediately after  such event, and  (B) each Common  Share
   outstanding  immediately after  such  event  shall  have  issued  with
   respect  to  it  that  number  of  Rights  which  each  Common   Share
   outstanding immediately prior  to such event  had issued with  respect
   to it. The  adjustments provided for  in this Section  11(n) shall  be
   made successively  whenever such  a dividend  is declared  or paid  or
   such a subdivision, combination or consolidation is effected.
<PAGE>
                   Section 12. Certificate of Adjusted Purchase Price  or
   Number of  Shares.  Whenever an  adjustment  is made  as  provided  in
   Section 11  or  Section 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 Right Certificate (or,  if
   prior to  the  Distribution Date,  to  each holder  of  a  Certificate
   representing Common Shares) in accordance with Section 25 hereof.

                   Section 13. Consolidation. Merger or Sale or  Transfer
   of Assets or Earning Power. In the event that at any time on or  after
   the Distribution Date, directly or  indirectly, (a) the Company  shall
   consolidate with, or merge with and into, any other Person other  than
   a Subsidiary of  the Company, (b) any  Person other than a  Subsidiary
   of the Company 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 and, in connection  with such merger,  all
   or part of the  Common Shares shall be  changed into or exchanged  for
   stock or  other securities of  any other  Person (or  the Company)  or
   cash  or any  other  property,  or  (c)  the  Company  shall  sell  or
   otherwise transfer (or one or  more of its Subsidiaries shall sell  or
   otherwise transfer), in  one or more  transactions, assets or  earning
   power aggregating 50% or  more of the assets  or earning power of  the
   Company and its  Subsidiaries (taken as a  whole) to any other  Person
   other  than  the   Company  or  one  or   more  of  its   wholly-owned
   Subsidiaries (any  such event  described in  clauses (a),  (b) or  (c)
   being referred to  herein as a "Flip-Over  Event"), then, and in  each
   such case, proper provision shall be  made so that (i) each holder  of
   a Right (except  as otherwise provided  herein) shall thereafter  have
   the right to receive,  upon the exercise thereof  at a price equal  to
   the then current Purchase Price  multiplied by the number of one  one-
   hundredths  of  a   Preferred  Share  for  which   a  Right  is   then
   exercisable, in accordance  with the terms  of this  Agreement and  in
   lieu of Preferred Shares, such  number of Common Shares of such  other
   Person  (including  the  Company  as  successor  thereto  or  as   the
   surviving corporation)  as  shall equal  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
   and dividing that  product by (B)  50% of the  then current per  share
   market price of  the Common Shares  of such  other Person  (determined
   pursuant to Section 11(d) hereof) on the date of consummation of  such
   consolidation, merger,  sale  or transfer;  (ii)  the issuer  of  such
   Common Shares 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
   issuer; and (iv)  such issuer shall  take such  steps (including,  but
   not limited to, the reservation  of a sufficient number of its  Common
   Shares in accordance  with Section 9 hereof)  in connection with  such
   consummation as may be necessary to assure that the provisions  hereof
   shall thereafter be  applicable, as nearly  as reasonably  may be,  in
   relation  to  the  Common  Shares  thereafter  deliverable  upon   the
   exercise of  the Rights.  The Company  shall not  consummate any  such
   consolidation, merger,  sale  or  transfer unless  prior  thereto  the
   Company and  such issuer  shall  have executed  and delivered  to  the
<PAGE>
   Rights Agent a supplemental agreement so providing. The Company  shall
   not enter  into  any transaction  of  the  kind referred  to  in  this
   Section 13 if at  the time of such  transaction there are any  rights,
   warrants, instruments or securities  outstanding or any agreements  or
   arrangements  which,  as  a  result   of  the  consummation  of   such
   transaction, would eliminate  or substantially  diminish the  benefits
   intended to be afforded by the Rights. The provisions of this  Section
   13 shall similarly  apply to successive  mergers or consolidations  or
   sales or other transfers.

                   Section 14 Fractional Rights and Fractional Shares.

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

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

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

             (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  Section  18  hereof,   are  vested  in  the   respective
   registered  holders of  the  Right  Certificates (and,  prior  to  the
   Distribution Date, the registered holders  of the Common  Shares); and
   any registered  holder of  any  Right Certificate  (or, prior  to  the
   Distribution Date, of the Common  Shares), without the consent  of the
   Rights Agent  or of the  holder of  any other  Right Certificate  (or,
   prior to the  Distribution Date, of  the Common Shares),  may,  in his
   own behalf and  for his own  benefit. enforce, and  may institute  and
   maintain  any suit,  action  or  proceeding  against  the  Company  to
   enforce, or otherwise  act in respect  of. his right  to exercise  the
   Rights evidenced by such Right  Certificate in the manner  provided in
   such Right  Certificate and in  this Agreement.  Without limiting  the
   foregoing or any  remedies available to the  holders of Rights, it  is
   specifically acknowledged that  the holders of  Rights would  not have
   an adequate remedy at  law for any breach  of this Agreement and  will
   be entitled to specific performance of the obligations  hereunder, 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;
<PAGE>
             (b)  after  the Distribution  Date, the  Right  Certificates
   are transferable only  on the registry  books of the  Rights Agent  if
   surrendered  at  the  principal  office  of  the  Rights  Agent,  duly
   endorsed or accompanied  by a proper instrument  of transfer and  with
   the appropriate forms and certificates fully executed;

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

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

             Section   17.  Right   Certificate  Holder   Not  Deemed   a
   Shareholder. No holder,  as such, of  any Right  Certificate shall  be
   entitled to vote, receive dividends  or be deemed for any purpose  the
   holder of the Preferred Shares or any other securities of the  Company
   which may  at any  time be  issuable  on the  exercise of  the  Rights
   represented thereby,  nor shall anything  contained herein  or in  any
   Right Certificate be construed to confer upon the holder of any  Right
   Certificate, as  such,  any of  the rights  of  a shareholder  of  the
   Company or any  right to vote  for the election  of directors or  upon
   any matter submitted  to shareholders at  any meeting  thereof, or  to
   give or  withhold  consent to  any  corporate action,  or  to  receive
   notice of meetings or other actions affecting shareholders (except  as
   provided  in  Section   25  hereof),  or   to  receive  dividends   or
   subscription  rights,  or  otherwise,   until  the  Right  or   Rights
   evidenced by  such  Right Certificate  shall  have been  exercised  in
   accordance with the provisions hereof.

             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
   indemnity the Rights Agent for,  and to hold it harmless against,  any
   loss, liability or expense, incurred without 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.
<PAGE>
             (b)  The Rights Agent shall be protected and shall incur  no
   liability for, or in respect of any action taken, suffered or  omitted
   by it  in connection  with, its  administration of  this Agreement  in
   reliance upon any Right Certificate  or certificate for the  Preferred
   Shares or  Common  Shares or  for  other securities  of  the  Company,
   instrument of assignment or transfer, power of attorney,  endorsement,
   affidavit,   letter,   notice,   direction,   consent,    certificate,
   statement, or other  paper or document  believed by it  to be  genuine
   and  to  be  signed,  executed  and,  where  necessary,  verified   or
   acknowledged, by the proper person  or persons, or otherwise upon  the
   advice of counsel as set forth in section 20 hereof.

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

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

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

             Section  20.  Duties  of  Rights  Agent.  The  Rights  Agent
   undertakes the duties and obligations  imposed by this Agreement  upon
   the following terms  and conditions, by all  of which the Company  and
   the holders of Right Certificates, by their acceptance thereof,  shall
   be bound:
<PAGE>
             (a)  The  Rights Agent may consult  with legal counsel  (who
   may be  legal  counsel for  the  Company),  and the  opinion  of  such
   counsel shall  be full and  complete authorization  and protection  to
   the Rights  Agent as to  any action  taken or  omitted by  it in  good
   faith and in accordance with such opinion.

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

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

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

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

                (f)  The Company agrees that it  will  perform,  execute,
   acknowledge  and  deliver   or  cause  to   be  performed,   executed,
   acknowledged  and  delivered   all  such  further   and  other   acts,
   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.
<PAGE>
               (g)  The Rights Agent is hereby authorized and directed to
   accept instructions  with respect  to the  performance of  its  duties
   hereunder from  any  one of  the  Chairman  of the  Board,  the  Chief
   Executive Officer, the  President, any Vice  President, the  Secretary
   or the Treasurer  of the Company,  and to apply  to such officers  for
   advice or instructions  in connection with  its duties,  and it  shall
   not be liable for any action taken or suffered by it in good faith  in
   accordance with instructions of any  such officer or for any delay  in
   acting while waiting for those instructions.

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

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

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

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

             Section 23 Redemption.

                   (a)   The Board of Directors of the Company may at its
   option, at any time prior to the close of business on the seventh  day
   following a Shares Acquisition Date, redeem all but not less than  all
   the then outstanding Rights at  a redemption price of $.01 per  Right,
   appropriately adjusted to reflect any  stock spilt, stock dividend  or
   similar transaction occurring after  the date hereof (such  redemption
   price being hereinafter  referred to as  the "Redemption Price").  The
   redemption of the Rights by the Board of

             Directors may be made effective at such time. on such  basis
   and with  such  conditions as  the  Board  of Directors  in  its  sole
   discretion may establish.  Notwithstanding anything in this  Agreement
   to  the contrary,  the  Rights  shall not  be  exercisable  after  the
   occurrence of a Flip-In Event  until such time as the Company's  right
   of redemption hereunder has expired.

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

                  Section 24. Exchange.

                  (a) The Board of Directors of  the Company may, at  its
   option, at  any time  after any  Person becomes  an Acquiring  Person,
   exchange all or  part of the then  outstanding and exercisable  Rights
   (which shall not include Rights that have become void pursuant to  the
   provisions of  Section 11(a)(ii)(B) hereof)  for Common  Shares at  an
   exchange ratio of one Common  Share per Right, appropriately  adjusted
   to reflect  any stock  split, stock  dividend or  similar  transaction
   occurring  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 paragraph (a)  of this Section  24 and without  any further  action
   and without  any  notice, the  right  to exercise  such  Rights  shall
   terminate and the  only right thereafter  of a holder  of such  Rights
   shall be to receive that number  of Common Shares equal to the  number
   of such Rights held by  such holder multiplied by the Exchange  Ratio.
   The Company shall  promptly give public notice  of any such  exchange;
   provided, however that  the failure to  give, or any  defect in,  such
   notice shall not  affect the validity  of such  exchange. The  Company
   promptly shall  mail a  notice of  any  such exchange  to all  of  the
   holders of such  Rights at their  last addresses as  they appear  upon
   the registry books of the Rights Agent. Any notice 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
   1l(a)(ii)(B) hereof) held by each holder of Rights.

                  (c)  In any exchange pursuant  to this Section 24.  the
   Company,  at  its   option,  may  substitute   Preferred  Shares   (or
   equivalent preferred shares, as such term is defined in Section  11(b)
   hereof) for  Common Shares  exchangeable for  Rights, at  the  initial
   rate  of  one  one-hundredth  of  a  Preferred  Share  (or  equivalent
<PAGE>
   preferred share) for each Common  Share, as appropriately adjusted  to
   reflect adjustments  in  the voting  rights  of the  Preferred  Shares
   pursuant to the  terms thereof, so  that the fraction  of a  Preferred
   Share delivered  in lieu  of each  Common Share  shall have  the  same
   voting rights as one Common Share.

                  (d) In the event that the number of Common or Preferred
   Shares  which   are   authorized   by  the   Company's   Articles   of
   Incorporation  but  not  outstanding  or  reserved  for  issuance  for
   purposes other than upon exercise of the Rights are not sufficient  to
   permit any exchange of Rights as contemplated in accordance with  this
   Section 24, the Company  may, at its option,  take all such action  as
   may be necessary to authorize additional Common or Preferred Shares.

                  (e) The  Company  shall  not   be  required  to   issue
   fractions  of  Common  Shares  or  to  distribute  certificates  which
   evidence fractional Common Shares. In  lieu of such fractional  Common
   Shares, the Company shall pay  to the registered holders of the  Right
   Certificates with regard to which such fractional Common Shares  would
   otherwise be issuable an amount in cash equal to the same fraction  of
   the current market value of a whole Common Share. For the purposes  of
   this paragraph (e), the current  market value of a whole Common  Share
   shall be the closing price  of a Common Share (as determined  pursuant
   to the second  sentence of Section  l1(d)(i) hereof)  for the  Trading
   Day  immediately prior  to  the  date of  exchange  pursuant  to  this
   Section 24, which date shall be  fixed by or in the manner  determined
   by the Board of Directors of the Company.

                  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 Right Certificate, In accordance  with
   Section 26  hereof, a  notice  of such  proposed action,  which  shall
   specify the record  date for the  purposes of such  stock dividend  or
   distribution  of rights  or  warrants.  or  the  date  on  which  such
   reclassification, consolidation, merger, sale, transfer,  liquidation,
   dissolution,  or  winding  up  is  to  take  place  and  the  date  of
   participation therein  by  the holders  of  the Common  Shares  and/or
   Preferred Shares, if  any such date  is to be  fixed, and such  notice
<PAGE>
   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 Preferred  Shares,
   whichever shall be the earlier.

                  (b) In case  a  Flip-In  Event shall  occur,  then  the
   Company shall as  soon as practicable thereafter  give to each  holder
   of a  Right  Certificate, in  accordance  with Section  26  hereof,  a
   notice of the  occurrence of such event,  which notice shall  describe
   such event and  the consequences of  such event to  holders of  Rights
   under Section 1l(a)(ii) hereof.

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

                  Carrington Laboratories, Inc.
                  2001 Walnut Hill Lane
                  Irving, Texas 75038
                  Attention: Corporate Secretary

                  Subject  to the provisions  of Section  21 hereof,  any
   notice or demand authorized by this  Agreement to be given or made  by
   the Company or  by the holder of  any Right Certificate  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:

                  Ameritrust Company National Association
                  1201 Elm Street
                  Dallas, Texas 75270
                  Attention: Corporate Trust Department

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


                  Section  27. Supplements  and Amendments.  The  Company
   may from time to time  supplement or amend this Agreement without  the
   approval of any  holders of Right  Certificates in order  to cure  any
   ambiguity, to  correct or  supplement any  provision contained  herein
   which may  be  defective or  inconsistent  with any  other  provisions
   herein, or to  make any other  provisions with respect  to the  Rights
   which  the  Company  may  deem   necessary  or  desirable,  any   such
   supplement or amendment  to be evidenced  by a writing  signed by  the
   Company and the  Rights Agent; provided, however  that from and  after
   such time as  any Person becomes an  Acquiring Person, this  Agreement
   shall not be  amended in any manner  which would adversely affect  the
   interests of the  holders of Rights.  Without limiting the  foregoing,
<PAGE>
   the Company may at any time prior  to such time as any Person  becomes
   an Acquiring Person amend this  Agreement to lower the thresholds  set
   forth in Sections 1(a) and  3(a) to not less  than the greater of  (i)
   the sum of .001% and the largest percentage of the outstanding  Common
   Shares then  known by  the Company  to be  beneficially owned  by  any
   Person (other than  the Company, any  Subsidiary of  the  Company, any
   employee  benefit plan  of  the  Company  or  any  Subsidiary  of  the
   Company, or any  entity holding Common Shares  for or pursuant  to the
   terms of any such plan) and (ii) 10%.

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

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

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

                  Section 31.  GOVERNING LAW.   THIS  AGREEMENT  AND EACH
   RIGHT CERTIFICATE  ISSUED HEREUNDER  SHALL BE  DEEMED TO BE A CONTRACT
   MADE UNDER THE LAWS OF THE STATE OF TEXAS AND FOR  ALL PURPOSES  SHALL
   BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE
   APPLICABLE TO CONTRACT TO BE MADE  AND  PERFORMED ENTIRELY WITHIN SUCH
   STATE.

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

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

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


                                        CARRINGTON LABORATORIES, INC

     Attest:

     By:   /s/                          By:   /s/
         -----------------------            ------------------------
     Title: Executive Vice President    Title:  President and Chief
            and Secretary                       Executive Officer
     Name:  Dennis F- Willson           Name:  Karl II. Meister


                                        AMERITRUST COMPANY NATIONAL
                                        ASSOCIATION

     Attest:
     By:    /s/                         By:    /s/
     Title: Vice  President             Title: Vice  President
     Name:  Jill Wessel                 Name:  Mark Asbury

<PAGE>

                                                            Exhibit A



                          STATEMENT OF RESOLUTION

                       ESTABLISHING AND DESIGNATING

                         SERIES D PREFERRED STOCK

                                    of

                       CARRINGTON LABORATORIES, INC.




        To the Secretary of State
         of the State of Texas:

             Pursuant  to the  provisions of  Article 2.13  of the  Texas
        Business  Corporation Act, and  pursuant to Article  Four of  its
        Articles   of   Incorporation,   the   undersigned,    Carrington
        Laboratories,  Inc., a corporation  organized and existing  under
        the Texas  Business Corporation Act, as amended (the  "Company"),
        hereby  submits  the  following  statement  for  the  purpose  of
        establishing  and designating  300,000  shares of  its  Preferred
        Stock, par  value $100 per share,  as "Series D Preferred  Stock"
        (the  Series D Shares)  and fixing and  determining the  relative
        rights thereof:

             1.    The name of the corporation is
                   Carrington Laboratories. Inc.

             2,    Attached hereto as Annex I is a true and correct  copy
                   of the  resolution  establishing and  designating  the
                   Series  1)  Shares  and  fixing  and  determining  the
                   relative rights and preferences thereof,

             3.  Such  resolution  was  duly  adopted  by  the  Board  of
                 Directors of the Company on September 19, 1991,


             Dated: September 19. 1991.

                                            CARRINGTON LABORATORIES, INC.



                                            By:________________
                                             Dennis F. Willson,
                                             Executive Vice President
                                             and Secretary

<PAGE>
                                                           Annex I



                   RESOLUTION OF THE BOARD OF DIRECTORS
                     OF CARRINGTON LABORATORIES, INC.


              RESOLVED, that  pursuant to  the  authority vested  in  the
        Board of Directors of  the Company in accordance with  provisions
        of its  Articles of  Incorporation, (a)  the Board  of  Directors
        does hereby create, authorize and provide for the issuance,  upon
        the exercise  of the Rights,  of a series  Of Preferred Stock  of
        the  Company  to  be   designated  "Series  D  Preferred   Stock"
        (hereinafter referred  to as  the Series  I) "Preferred  Stock"),
        initially consisting  of 300,000  shares, and  (b) the  Board  of
        Directors does also hereby (to the extent that the  designations,
        preferences, limitations and  relative rights (collectively,  the
        "Terms") of  the Series  I) Preferred  Stock are  not stated  and
        expressed in  the Articles  of Incorporation  and to  the  extent
        that if  such Terms are  stated or expressed  in the Articles  of
        Incorporation but the Articles of Incorporation permit the  Board
        of Directors  to otherwise  fix  and state  such Terms)  fix  and
        state such  designations, preferences,  limitations and  relative
        rights thereof, as follows:

              Section 1.  Designation  and  Amount. The  shares  of  such
        series shall be  designated as "Series  I) Preferred Stock",  par
        value $100 per  share (the "Series D  Preferred Stock"), and  the
        number  of shares  constituting  the Series  I)  Preferred  Stock
        shall be  300,000. Notwithstanding  the provisions  of Section  9
        hereof, 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 D 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 D Preferred Stock

             Section  2.  Dividends, Subject to  the prior  and  superior
        fights  of the holders of any shares  of any series of  Preferred
        Stock  ranking  prior and  superior to  the  shares of  Series  D
        Preferred Stock with respect to dividends, the holders of  Series
        D Preferred  Stock shall be entitled to receive, when, as and  if
        declared  by  the  Board  of  Directors,  out  of  funds  legally
        available   therefor,  dividends   payable  in   ash,  stock   or
        otherwise.
<PAGE>
             Section 3. Voting Rights The holders of shares of Series  I)
        Preferred Stock shall have the following voting rights:

                   (A) Subject   to   the   provision   for    adjustment
             hereinafter  set forth,  each share  of Series  D  Preferred
             Stock shall entitle  the holder thereof to 100 votes on  all
             matters  submitted to  a  vote of  the shareholders  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 erect  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 D 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
             Statement  of  Resolution  creating a  series  of  Preferred
             Stock  or any  similar  stock, or  by  law, the  holders  of
             shares  of  Series b  Preferred  Stock and  the  holders  of
             shares  of  Common Stock  and  any other  capital  stock  of
             theCompany having general voting rights shall vote  together
             as  one  class  on  all  matters  submitted  to  a  vote  of
             shareholders of the Company.

                  (C)  Except  as  set  forth  herein,  or  as  otherwise
             provided by law, holders of  Series D 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.  Reacquired  Shares.  Any  shares  of  Series  D
        Preferred Stock  purchased or otherwise  acquired by the  Company
        in any manner whatsoever  shall be retired and canceled  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  pan of a  new series of  Preferred
        Stock subject.  to the  conditions and  restrictions on  issuance
        set forth  herein, in the  Articles of Incorporation,  or in  any
        other Statement  of  Resolution creating  a series  of  Preferred
        Stock or any similar stock or as otherwise required by law.
<PAGE>
             Section 5. 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 tip)  to the  Series I)  Preferred  Stock
        unless,  prior  thereto, the  holders  of  shares  of  Series  fl
        Preferred Stock  shall  have received  $100 per  share.  provided
        that the holders of shares of Series I) Preferred Stock shall  be
        entitled to  receive an aggregate  amount per  share, subject  to
        the provision for adjustment hereinafter set forth, equal to  100
        times  the  aggregate amount  to  be  distributed  per  share  to
        holders of  shares of  Common Stock,  or (2)  to the  holders  of
        shares of stock  ranking on a parity  (either as to dividends  or
        upon liquidation, dissolution or  winding up) with the series  I)
        Preferred Stock, except distributions made ratably on the  Series
        D 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  ease the  aggregate amount  to  which
        holders of  shares  of Series  V  Preferred Stock  were  entitled
        immediately prior to such  event under the proviso in clause  (1)
        of the preceding sentence  shall be adjusted by multiplying  such
        amount by  a fraction  the numerator of  which is  the number  of
        shares of Common Stock  outstanding Immediately after such  event
        and the denominator  of which is the  number of shares of  Common
        Stock that were outstanding immediately prior to such event

             Section 6 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  P
        Preferred Stock shall at the same time be similarly exchanged  or
        changed into an  amount per share, subject  to the provision  for
        adjustment  hereinafter  set  forth,  equal  to  100  times   the
        aggregate amount  of  stock, securities,  cash and/or  any  other
        property (payable  in kind), as  the case may  be, into which  or
        for which each share of Common Stock is changed or exchanged.  In
        the event  the  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 ease  the  amount set  forth  in  the
        preceding sentence  with respect  to the  exchange or  change  of
        shares  of  Series  P  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
<PAGE>
             Section 7. No Redemption. The  shares of Series P  Preferred
        Stock shall not be redeemable.

             Section  8. Rank. The  Series P Preferred  Stock shall  rank
        junior to all  other series of the  Company's Preferred Stock  as
        to  payment  of dividends  and  the  distribution  of  assets  on
        liquidation or  otherwise, unless the  terms of  any such  series
        shall provide otherwise. The Series P Preferred Stock shall  rank
        senior to the  Company's Common Stock as  to the distribution  of
        assets on liquidation or otherwise.

             Section 9, Amendment. The Articles 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 1) 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 1) Preferred Stock, voting together
       as a single class.

             Section 10. Fractional Shares. Series D Preferred Stock may
       be issued in fractions of a share which shall entitle the holder
       thereof, in proportion to such holder's fractional shares, to
       exercise voting rights, receive dividends, participate in
       distributions and have the benefit of all of the rights of
       holders of shares of Series D Preferred Stock.

<PAGE>

                                                                Exhibit B

                         Form of Right Certificate


        Certificate No. R-                                    ____ Rights


             NOT  EXERCISABLE  AFTER  OCTOBER  15,  2001  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 RIGHTS AGREEMENT.


                       CARRINGTON LABORATORIES, INC.

                             Right Certificate


             This certifies that ______________ , or registered  assigns,
        is the registered owner of the number of Rights set forth  above,
        each of which entitles  the owner thereof, subject to the  terms.
        provisions and conditions  of the Rights  Agreement, dated as  of
        September 19, 1991  (the "Rights Agreement"), between  Carrington
        Laboratories,  Inc., a  Texas  corporation (the  "Company"),  and
        Ameritrust Company National Association (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 S:00  P.M., Dallas,  Texas time, on  October 15,  2001 at  the
        principal office or  offices of the  Rights Agent designated  for
        such purpose,  or at the  designated office of  its successor  as
        Rights Agent,  one one-hundredth of  a fully paid  non-assessable
        share of Series D Preferred Stock, par value $100 per share  (the
        "Preferred Shares"), of the  Company, at a purchase price of  $80
        per one one-hundredth of a Preferred Share (the Purchase  Price),
        upon presentation  and surrender of  this Right Certificate  with
        the Form  of Election to  Purchase duly executed.  The number  of
        Rights evidenced  by this Right  Certificate (and  the number  of
        one one-hundredths of  a Preferred Share  which may be  purchased
        upon exercise hereof),  and the Purchase  Price set forth  above,
        are the number  and Purchase  Price as  of ___________. based  on
        the Preferred Shares as constituted at such date. As provided  in
        the Rights Agreement,  the Purchase Price and  the number of  one
        one-hundredths of a Preferred  Share which may be purchased  upon
        the exercise of  the Rights evidenced  by this Right  Certificate
        are subject to modification and adjustment upon the happening  of
        certain events.

             This  Right Certificate  is  subject to  all of  the  terms,
        provisions and conditions of  the Rights Agreement, which  terms,
        provisions  and conditions  are  hereby  incorporated  herein  by
        reference and made  a part hereof and  to which Rights  Agreement
        reference is hereby  made for a full  description of the  rights,
        limitations  of  rights,   obligations,  duties  and   immunities
        hereunder of  the Rights Agent,  the Company and  the holders  of
        the Right  Certificates. Copies of  the Rights  Agreement are  on
        file at the  principal executive offices of  the Company and  the
        above-mentioned offices of the Rights Agent,
<PAGE>
             This  Right   Certificate,  with  or  without  other   Right
        Certificates, upon  surrender at the  principal office or  office
        of  the  Rights  Agent  designated  for  such  purpose,  may   be
        exchanged for another Right Certificate or Right Certificates  of
        like tenor  and date evidencing  Rights entitling  the holder  to
        purchase  a like  aggregate number  of  Preferred Shares  as  the
        Rights evidenced by the  Right Certificate or Right  Certificates
        surrendered shall have entitled such holder to purchase. If  this
        Right Certificate shall be exercised in pan, the holder shall  be
        entitled  to   receive  upon  surrender   hereof  another   Right
        Certificate or Right Certificates for the number of whole  Rights
        not exercised.

             Subject to  the  provisions  of the  Rights  Agreement,  the
        Rights evidenced by  this Certificate (0 may  be redeemed by  the
        Company at a redemption  price of 3,01 per  Right or (ii) may  be
        exchanged in whole  or in pan for  Preferred Shares or shares  of
        the Company/s Common Stock, par value 50.01 per share.

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

             No holder  of this Right  Certificate shall  be entitled  to
        vote  or receive  dividends  or be  deemed  for any  purpose  the
        holder of the Preferred Shares or of any other securities of  the
        Company which may at any time he 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 shareholder of  the Company or any right to  vote
        for the  election of directors  or upon any  matter submitted  to
        shareholders at  any  meeting thereof,  or  to give  or  withhold
        consent  to  any  Corporate  action,  or  to  receive  notice  Of
        meetings  or other  actions  affecting  shareholders  (except  as
        provided in  the Rights Agreement),  or to  receive dividends  or
        subscription rights,  or  otherwise, until  the Right  or  Rights
        evidenced by this Right Certificate shall have been exercised  as
        provided in the Rights Agreement

             This Right Certificate shall not be valid or obligatory  for
        any purpose until it shall have been countersigned by the  Rights
        Agent,
<PAGE>
             WITNESS the facsimile  signature of the  proper officers  of
        the Company and its corporate seal.

             Dated as of ______________

        Attest:                        CARRINGTON LABORATORIES. INC.

        ___________________________    By:__________________________

        Name: _____________________    Name: _______________________
        Title: ____________________    Title:_______________________



        Countersigned:


        AMERITRUST COMPANY NATIONAL ASSOCIATION


        By: ______________________
           Name:__________________
           Title:_________________

<PAGE>
                [Form of Reverse Side of Right Certificate]


                            FORM  OF ASSIGNMENT


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


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

  Dated: _________________


                             _________________________________________
                             Signature


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


                              _________________________________________
                              Signature

<PAGE>
         [Form of Reverse Side of Right Certificate -- continued]


                       FORM OF ELECTION TO PURCHASE

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

        To CARRINGTON LABORATORIES, INC.

             The undersigned hereby irrevocably elects to exercise
        __________________________ Rights represented by this Right
        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 indentifying number

        _______________________________________________________________
                      (Please print name and address)

        _______________________________________________________________

         If such number of Rights shall not be all the Rights evidenced
        by this Right Certificate, a new Right Certificate for the
        balance remaining of such Rights shall be registered in the name
        of and delivered to:

        Please insert social security
        or other identifying number

        _______________________________________________________________
                      (Please print name and address)

        _______________________________________________________________

        Dated: ________________

                                 ______________________________________
                                 Signature


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

                                 ______________________________________
                                 Signature
        _______________________________________________________________

<PAGE>
         [Form of Reverse Side of Right Certificate -- continued]


                                 NOTICE


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

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


<PAGE>
                                                                EXHIBIT C


                       SUMMARY OF RIGHTS TO PURCHASE

                             PREFERRED SHARES

             On September 19, 1991, the Board of Directors of  Carrington
        Laboratories, Inc.  (the "Company")  declared a  dividend of  one
        preferred share purchase right  (a "Right") for each  outstanding
        share of  common stock, par  value $0.01 per  share (the  "Common
        Shares"), of the Company. the dividend is payable on October  15,
        1991 (the "Record  Date") to the shareholders  of record on  that
        date. Each Right entitles the registered holder to purchase  from
        the Company one  one-hundredth of a share  of Series D  Preferred
        Stock, par value $100 per share (the "Preferred Shares"), of  the
        Company at a  price of $80 per  one one-hundredth of a  Preferred
        Share  (the  "Purchase   Price"),  subject  to  adjustment.   The
        description and  terms of the  Rights are set  forth in a  Rights
        Agreement  (the  "Rights  Agreement")  between  the  Company  and
        Ameritrust Company  National Association;  as Rights  Agent  (the
        "Rights Agent").

             Until  the earlier  to  occur of  (i)  10 days  following  a
        public  announcement that  a person  or  group of  affiliated  or
        associated   persons  (an   "Acquiring  Person")   has   acquired
        beneficial ownership  of 20% or  more of  the outstanding  Common
        Shares or (ii)  10 business days  (or such later  date as may  be
        determined by  action of  the hoard  of Directors  prior to  such
        time as  any person or  group of affiliated  persons becomes  all
        Acquiring Person) following the commencement of. or  announcement
        of an  intention to make.  * tender offer  or exchange offer  the
        consummation of  which would result  in the beneficial  ownership
        by a person  or group of  20% 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.

             The Rights Agreement  provides that, until the  Distribution
        Date (or  earlier redemption or  expiration of  the Rights),  the
        Rights will be transferred 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  for transfer  of  any
        certificates  for Common  Shares  outstanding as  of  the  Record
        Date,  even  without such  notation,  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 ("Right Certificates")  will be mailed  to
        holders  of record  of  the Common  Shares  as of  the  close  of
        business  on  the Distribution  bate,  and  such  separate  Right
        Certificates alone will evidence the Rights.
<PAGE>
             The Rights are not exercisable until the Distribution  Date.
        The  Rights  will  expire   On  October  15,  2001  (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.

             The Purchase  Price  payable, and  the number  of  Preferred
        Shares or  other securities or  property issuable, upon  exercise
        of the  Rights are  subject to adjustment  from time  to time  to
        prevent dilution (I) in  the event of a  stock dividend on, or  a
        subdivision, combination  or reclassification  of, the  Preferred
        Shares, (ii) upon  the grant to holders  of the Preferred  Shares
        of  certain rights  or  warrants  to subscribe  for  or  purchase
        Preferred  Shares at  a  price, or  securities  convertible  into
        Preferred Shares  with a conversion  price, less  than the  then-
        current market price  of the Preferred Shares  or (iii) upon  the
        distribution to holders of  the Preferred Shares of evidences  of
        indebtedness   or  assets   (excluding  regular   periodic   cash
        dividends paid out of earnings or retained earnings or  dividends
        payable  in  Preferred  Shares)  or  of  subscription  rights  or
        warrants (other than those referred to above).

             The number of outstanding Rights and the number of one  one-
        hundredths of a  Preferred Share issuable  upon exercise of  each
        Right are  also subject  to adjustment in  the event  of a  stock
        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.

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

             Because  of the nature  of the  Preferred Shares'  dividend,
        liquidation and  voting rights,  the value  of one  one-hundredth
        interest in a Preferred  Share purchasable upon exercise of  each
        Right should approximate the value of one Common Share.
<PAGE>
             In the  event that 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  (a  "Flip-Over
        Event"), proper provision will be  made so that each holder of  a
        Right  will  thereafter have  the  right  to  receive,  upon  the
        exercise  thereof 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. In the  event
        that any  person or  group of  affiliated or  associated  persons
        becomes an Acquiring  Person other than  pursuant to a  Flip-Over
        Event, proper provision  shall be made so  that each holder of  a
        Right, other  than  Rights beneficially  owned by  the  Acquiring
        Person (which will thereafter be void), will thereafter have  the
        right to receive upon exercise that number of Common Shares  (or,
        in certain circumstances, cash,  property or other securities  of
        the Company)  having a market  value of two  times, the  exercise
        price of the Right.

             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 hoard or 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 one  one-
        hundredth of  a Preferred  Share (or  of a  share of  a class  or
        series  of  the  Company's  preferred  stock  having   equivalent
        rights,  preferences  and  privileges),  per  Right  (subject  to
        adjustment).

             With  certain exceptions,  no  adjustment  in  the  Purchase
        Price will  be required until  cumulative adjustments require  an
        adjustment of at least  1% in such Purchase Price. No  fractional
        Preferred Shares will be  issued (other than fractions which  are
        integral multiples  of one  one-hundredth of  a Preferred  Share,
        which  may, at  the  election of  the  Company, be  evidenced  by
        depositary receipts) and, in lieu thereof, an adjustment in  cash
        will be made  based on the market  price of the Preferred  Shares
        on the last trading day prior to the date of exercise.

             At any  time prior to  the dose of  business on the  Seventh
        day  following the  first  date  of public  announcement  that  a
        person  or  group  became  an  Acquiring  Person,  the  Board  of
        Directors of the Company may redeem the Rights in whole, but  not
        in part, at a price  of $0.01 per Right (the "Redemption  Print).
        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.
<PAGE>
             The terms  of the  Rights may  be amended  by the  Board  of
        Directors of the  Company without the consent  of the holders  of
        the Rights,  including an amendment  to tower certain  thresholds
        described above to not  less than the greater  of (i) the sum  of
        .001%  and  the largest  percentage  of  the  outstanding  Common
        Shares then known to the Company to be beneficially owned by  any
        person or  group of  affiliated or  associated persons  and  (ii)
        10%, except that from and after such time as any person or  group
        of affiliated or associated  persons becomes an Acquiring  Person
        no  such amendment  may adversely  affect  the interests  of  the
        holders of the Rights.

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

             A  copy of  the  Rights Agreement  has  been filed  with the
        Securities  and   Exchange  Commission   as  an   Exhibit  to   a
        Registration Statement on Form 8-A. dated September ___, 1991.  A
        copy of  the Rights Agreement  is available free  of charge  from
        the Company.  This summary  description of  the Rights  does  not
        purport  to be  complete  and is  qualified  in its  entirety  by
        reference to the Rights  Agreement, which is hereby  incorporated
        herein by reference.