Preview Travel, Inc.

and

U.S. Stock Transfer Corporation

Rights Agent






PREFERRED SHARES RIGHTS AGREEMENT







Dated as of October 29, 1998






TABLE OF CONTENTS



        Page

Section 1. Certain Definitions  1
Section 2. Appointment of Rights Agent. 5
Section 3. Issuance of Rights Certificate       5
Section 4. Form of Rights Certificate   7
Section 5. Countersignature and Registration    8
Section 6. Transfer, Split Up, Combination and Exchange of 
Rights Certificates;
        Mutilated, Destroyed, Lost or Stolen Rights 
Certificates    8
Section 7. Exercise of Rights; Purchase Price; Expiration Date 
of Right        9
Section 8. Cancellation and Destruction of Rights Certificate   11
Section 9. Reservation and Availability of Preferred Share      11
Section 10. Preferred Shares Record Date        13
Section 11. Adjustment of Purchase Price, Number of Shares or 
Number of Right 13
Section 12. Certificate of Adjusted Purchase Price or Number of 
Shares  21
Section 13. Consolidation, Merger or Sale or Transfer of Assets 
or Earning Power        21
Section 14. Fractional Rights and Fractional Shares     24
Section 15. Rights of Action    24
Section 16. Agreement of Rights Holders 25
Section 17. Rights Certificate Holder Not Deemed a Stockholder  25
Section 18. Concerning the Rights Agent 25
Section 19. Merger or Consolidation or Change of Name of Rights 
Agent   26
Section 20. Duties of Rights Agent      26
Section 21. Change of Rights Agent      28
Section 22. Issuance of New Rights Certificates 29
Section 23. Redemption  30
Section 24. Exchange    31
Section 25. Notice of Certain Events    32
Section 26. Notices     33
Section 27. Supplements and Amendments  34
Section 28. Successors  34
Section 29. Determinations and Actions by the Board of 
Directors, etc. 34
Section 30. Benefits of this Agreement  34
Section 31. Severability        35
Section 32. Governing Law       35
Section 33. Counterparts        35
Section 34. Descriptive Headings        35


EXHIBITS

Exhibit A       Form of Certificate of Designation

Exhibit B       Form of Rights Certificate

Exhibit C       Summary of Rights

PREFERRED SHARES RIGHTS AGREEMENT


Agreement, dated as of October 29, 1998, between Preview Travel, 
Inc., a Delaware corporation (the "Company"), and U.S. Stock Transfer 
Corporation (the "Rights Agent").
On October 28, 1998 (the "Rights Dividend Declaration Date"), the 
Board of Directors of the Company authorized and declared a dividend of 
one Preferred Share purchase right (a "Right") for each Common Share (as 
hereinafter defined) of the Company outstanding as of the Close of 
Business (as hereinafter defined) on November 12, 1998 (the "Record 
Date"), each Right representing the right to purchase one one-thousandth 
of a share of Series A Participating Preferred Stock (as such number may 
be adjusted pursuant to the provisions of this Agreement), having the 
rights, preferences and privileges set forth in the form of Certificate 
of Designation of Rights, Preferences and Privileges of Series A 
Participating Preferred Stock attached hereto as Exhibit A, upon the 
terms and subject to the conditions herein set forth,  and further 
authorized and directed the issuance of one Right (as such number may be 
adjusted pursuant to the provisions of this Agreement) with respect to 
each Common Share that shall become outstanding between the Record Date 
and the earlier of the Distribution Date and the Expiration Date (as such 
terms are hereinafter defined), and in certain circumstances after the 
Distribution Date.
NOW, THEREFORE, in consideration of the promises and the mutual 
agreements herein set forth, the parties hereby agree as follows:
Section 1.      Certain Definitions.   For purposes of this Agreement, 
the following terms have the meanings indicated:
(a)     "Acquiring Person" shall mean any Person who or which, 
together with all Affiliates and Associates of such Person, shall be the 
Beneficial Owner of 20% or more of the Common Shares then outstanding, 
but shall not include the Company, any Subsidiary of the Company or 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.  Notwithstanding the foregoing, no Person shall be deemed to 
be an Acquiring Person either (i) 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 (other than pursuant to a 
dividend or distribution paid or made by the Company on the outstanding 
Common Shares in Common Shares or pursuant to a split or subdivision of 
the outstanding Common Shares), then such Person shall be deemed to be an 
Acquiring Person unless upon becoming the Beneficial Owner of such 
additional Common Shares of the Company such Person does not beneficially 
own 20% or more of the Common Shares of the Company then outstanding.  
Notwithstanding the foregoing, (i) if the Board of Directors of the 
Company determines in good faith that a Person who would otherwise be an 
"Acquiring Person" as defined pursuant to the foregoing provisions of 
this Section 1(a) has become such inadvertently (including, without 
limitation, because (A) such Person was unaware that it beneficially 
owned a percentage of the Common Shares that would otherwise cause such 
Person to be an "Acquiring Person," as defined pursuant to the 
foregoing provisions of this Section 1(a) or (B) such Person was aware of 
the extent of the Common Shares it beneficially owned but had no actual 
knowledge of the consequences of such beneficial ownership under this 
Agreement) and without any intention of changing or influencing control 
of the Company, and if such Person divested or divests as promptly as 
practicable a sufficient number of Common Shares that such Person would 
no longer be an "Acquiring Person," as defined pursuant to the 
foregoing provisions of this Section 1(a), then such person shall not be 
deemed to be or to have become an "Acquiring Person" for the purposes 
of this Agreement; and (ii) if, as of the date hereof, any Person is the 
Beneficial Owner of 20% or more of the Common Shares outstanding, such 
Person shall not become an "Acquiring Person," as defined pursuant to 
the foregoing provisions of this Section 1(a), unless and until such time 
as such Person shall become the Beneficial Owner of additional Common 
Shares (other than pursuant to a dividend or distribution paid or made by 
the Company on the outstanding Common Shares in Common Shares or pursuant 
to a split or subdivision of the outstanding Common Shares), unless, upon 
becoming the Beneficial Owner of such additional Common Shares, such 
Person is not then the Beneficial Owner of 20% or more of the Common 
Shares then outstanding.
(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:
(i)     which such Person or any of such Person's 
Affiliates or Associates beneficially owns, directly or indirectly, for 
purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder 
(or any comparable or successor law or regulation);
(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, whether or not in writing 
(other than customary agreements with and between underwriters and 
selling group members with respect to a bona fide public offering of 
securities), or upon the exercise of conversion rights, exchange rights, 
rights (other than the Rights), warrants or options, or otherwise; 
provided, however, that a Person shall not be deemed pursuant to this 
Section l(c)(ii)(A) to be the Beneficial Owner of, or to beneficially 
own, (1) 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 (2) securities which a Person or any of such Person's 
Affiliates or Associates may be deemed to have the right to acquire 
pursuant to any merger or other acquisition agreement between the Company 
and such Person (or one or more of its Affiliates or Associates) if such 
agreement has been approved by the Board of Directors prior to a 
Triggering Event; or (B) the right to vote pursuant to any agreement, 
arrangement or understanding; provided, however, that a Person shall not 
be deemed the Beneficial Owner of, or to beneficially own, any security 
under this Section l(c)(ii)(B) 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 of the Exchange Act and (2) is not also 
then reportable on Schedule 13D under the Exchange Act (or any comparable 
or successor report); or
(iii)   which are beneficially owned, directly or indirectly, 
by any other Person (or any Affiliate or Associate thereof) with which 
such Person or any of such Person's Affiliates or Associates has any 
agreement, arrangement or understanding (whether or not in writing) 
(other than customary agreements with and between underwriters and 
selling group members with respect to a bona fide public offering of 
securities) for the purpose of acquiring, holding, voting (except to the 
extent contemplated by the proviso to Section l(c)(ii)(B)) or disposing 
of any securities of the Company; provided, however, that in no case 
shall an officer or director of the Company be deemed (x) the Beneficial 
Owner of any securities beneficially owned by another officer or director 
of the Company solely by reason of actions undertaken by such persons in 
their capacity as officers or directors of the Company or (y) the 
Beneficial Owner of securities held of record by the trustee of any 
employee benefit plan of the Company or any Subsidiary of the Company for 
the benefit of any employee of the Company or any Subsidiary of the 
Company, other than the officer or director, by reason of any influence 
that such officer or director may have over the voting of the securities 
held in the plan.
(d)     "Board of Directors" shall mean the Board of 
Directors of the Company then in office.
(e)     "Business Day" shall mean any day other than a 
Saturday, Sunday or a day on which banking institutions in San Francisco, 
California are authorized or obligated by law or executive order to 
close.
(f)     "Close of Business" on any given date shall mean 5:00 
P.M., San Francisco, California time, on such date; provided, however, 
that if such date is not a Business Day it shall mean 5:00 P.M., San 
Francisco, California time, on the next succeeding Business Day.
(g)     "Common Shares" when used with reference to the Company 
shall mean the shares of Common Stock of the Company, $0.001 par value.  
"Common Shares" when used with reference to any Person other than the 
Company shall mean the capital stock (or equity interest) with the 
greatest voting power of such other Person or, if such other Person is a 
Subsidiary of another Person, the Person or Persons which ultimately 
control such first-mentioned Person.
(h)     "Distribution Date" shall mean the earlier of (i) the 
Close of Business on the tenth day (or such later date as may be 
determined by action of a majority of the Board of Directors) after the 
Shares Acquisition Date (or, if the tenth day after the Shares 
Acquisition Date occurs before the Record Date, the Close of Business on 
the Record Date) or (ii) the Close of Business on the tenth day (or such 
later date as may be determined by action of a majority of the Board of 
Directors) after the date that a tender or exchange offer 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 
Person or entity organized, appointed or established by the Company for 
or pursuant to the terms of any such plan) is first published or sent or 
given within the meaning of Rule 14d-2(a) of the General Rules and 
Regulations under the Exchange Act, if, assuming the successful 
consummation thereof, such Person would be the Beneficial Owner of 20% or 
more of the shares of Common Stock then outstanding.
                (i)     "Equivalent Shares" shall mean Preferred Shares and any 
other class or series of capital stock of the Company that is entitled to 
participate in dividends and other distributions, including distributions 
upon the liquidation, dissolution or winding up of the Company, on a 
proportional basis with the Common Shares.  In calculating the number of 
any class or series of Equivalent Shares for purposes of Section 11 of 
this Agreement, the number of shares, or fractions of a share, of such 
class or series of capital stock that is entitled to the same dividend or 
distribution as a whole Common Share shall be deemed to be one share.
(j)     "Expiration Date" shall mean the earliest of (i) the 
Close of Business on the Final Expiration Date, (ii) the Redemption Date, 
(iii) the time at which the Board of Directors orders the exchange of the 
Rights as provided in Section 24 of this Agreement or (iv) the 
consummation of a transaction contemplated by Section 13(d) of this 
Agreement.
(k)     "Final Expiration Date" shall mean October 28, 2008.
(1)     "Permitted Offer" shall mean a tender offer for all 
outstanding Common Shares made in the manner prescribed by Section 14(d) 
of the Exchange Act and the rules and regulations promulgated thereunder; 
provided, however, that a majority of the Board of Directors has 
determined that the offer is both adequate and otherwise in the best 
interests of the Company and its stockholders (taking into account all 
factors that the Board of Directors deems relevant, including without 
limitation prices that could reasonably be achieved if the Company or its 
assets were sold on an orderly basis designed to realize maximum value).
(m)     "Person" shall mean any individual, firm, corporation 
or other entity, and shall include any successor (by merger or otherwise) 
of such entity.
(n)     "Preferred Shares" shall mean shares of Series A 
Participating Preferred Stock of the Company.
(o)     "Purchase Price" shall have the meaning set forth in 
Section 4(a) of this Agreement.
(p)     "Record Date" shall have the meaning set forth in the 
recitals at the beginning of this Agreement.
(q)     "Redemption Date" shall mean the time at which the 
Board of Directors of the Company orders redemption of the Rights as 
provided in Section 23 of this Agreement.
(r)     "Redemption Price" shall have the meaning set forth in 
Section 23(a) of this Agreement.
(s)     "Right" shall have the meaning set forth in the 
recitals at the beginning of this Agreement.
(t)     "Rights Dividend Declaration Date" shall have the 
meaning set forth in the recitals at the beginning of this Agreement.
(u)     "Section 13 Event" shall mean any event described in 
clause (i), (ii) or (iii) of Section 13(a) of this Agreement.
(v)     "Shares Acquisition Date" shall mean the first date of 
public announcement (which, for purposes of this definition, shall 
include, without limitation, a report filed pursuant to Section 13(d) of 
the Exchange Act) by the Company or an Acquiring Person that an Acquiring 
Person has become such; provided that, if such person is determined not 
to have become an Acquiring Person pursuant to Section l(a)(ii) of this 
Agreement, then no Shares Acquisition Date shall be deemed to have 
occurred.
(w)     "Subsidiary" of any Person shall mean any corporation 
or other entity of which an amount of voting securities sufficient to 
elect a majority of the directors or Persons having similar authority of 
such corporation or other entity is beneficially owned, directly or 
indirectly, by such Person, or any corporation or other entity otherwise 
controlled by such Person.
(x)     "Total Exercise Price" shall have the meaning set forth 
in Section 4(a) of this Agreement.
(y)     "Trading Day" shall have the meaning set forth in 
Section 11(d) of this Agreement.
(z)     A "Triggering Event" shall be deemed to have occurred 
upon 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), together with all Affiliates and Associates of such 
Person, becoming an Acquiring Person.
Section 2.      Appointment of Rights Agent.   The Company hereby 
appoints the Rights Agent to act as agent for the Company in accordance 
with the terms and conditions of this Agreement, 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 Rights Certificates.
(a)     Until the Distribution Date, (i) the Rights will be 
evidenced (subject to the provisions of Sections 3(b) and 3(c) of this 
Agreement) by the certificates for Common Shares registered in the names 
of the holders thereof (which certificates shall also be deemed to be 
Rights Certificates) and not by separate Rights Certificates and (ii) the 
right to receive Rights Certificates will be transferable only in 
connection with the transfer of Common Shares.  Until the earlier of the 
Distribution Date or the Expiration Date, the surrender for transfer of 
such certificates for Common Shares shall also constitute the surrender 
for transfer of the Rights associated with the Common Shares represented 
thereby. 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 Rights Certificate, in substantially the form of Exhibit B to this 
Agreement (a "Rights Certificate"), evidencing one Right for each Common 
Share so held, subject to adjustment as provided herein.  In the event 
that an adjustment in the number of Rights per Common Share has been made 
pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) of this 
Agreement, then at the time of distribution of the Rights Certificates, 
the Company shall make the necessary and appropriate rounding adjustments 
(in accordance with Section 14(a) of this Agreement) so that Rights 
Certificates representing only whole numbers of Rights are distributed 
and cash is paid in lieu of any fractional Rights.  As of the 
Distribution Date, the Rights will be evidenced solely by such Rights 
Certificates and may be transferred by the transfer of the Rights 
Certificates as permitted hereby, separately and apart from any transfer 
of one or more Common Shares, and the holders of such Rights Certificates 
as listed in the records of the Company or any transfer agent or 
registrar for the Rights shall be the record holders thereof.
(b)     On the Record Date or as soon as practicable there-
after, the Company will send (or cause to be sent) a copy of a Summary of 
Rights in substantially the form of Exhibit C to this Agreement (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.
(c)     Unless the Board of Directors by resolution adopted at 
or before the time of the issuance (including pursuant to the exercise of 
rights under the Company's benefit plans) of any Common Shares specifies 
to the contrary, Rights shall be issued in respect of all Common Shares 
that are issued after the Record Date but prior to the earlier of the 
Distribution Date or the Expiration Date or, in certain circumstances 
provided in Section 22 of this Agreement, after the Distribution Date.  
Certificates representing such Common Shares shall also be deemed to be 
certificates for Rights, and shall bear the following legend:
This certificate also evidences and entitles the holder hereof to 
certain rights as set forth in a Preferred Shares Rights Agreement 
between Preview Travel, Inc. and U.S. Stock Transfer Corporation, 
as the Rights Agent, dated as of October 29, 1998 (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 Preview Travel, 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. Preview Travel, Inc. will mail to the holder of this 
certificate a copy of the Rights Agreement without charge after 
receipt of a written request therefor.  Under certain circumstances 
set forth in the Rights Agreement, Rights issued to, or held by, 
any Person who is, was or becomes an Acquiring Person or any 
Affiliate or Associate thereof (as such terms are defined in the 
Rights Agreement), whether currently held by or on behalf of such 
Person or by any subsequent holder, may become null and void.
With respect to such certificates containing the foregoing legend, until 
the earlier of (i) the Distribution Date or (ii) the Expiration Date, the 
Rights associated with the Common Shares represented by such certificates 
shall be evidenced by such certificates alone, and the surrender for 
transfer of any such certificate shall also constitute the transfer of 
the Rights associated with the Common Shares represented thereby.  In the 
event that the Company purchases or acquires any Common Shares after the 
Record Date but prior to the Distribution Date, any Rights associated 
with such Common Shares shall be deemed canceled and retired so that the 
Company shall not be entitled to exercise any Rights associated with the 
Common Shares which are no longer outstanding.
Section 4.      Form of Rights Certificates.
(a)     The Rights Certificates (and the forms of election to 
purchase Common Shares and of assignment to be printed on the reverse 
thereof) shall be substantially in the form of Exhibit B to this 
Agreement 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 of this Agreement, the Rights Certificates, 
whenever distributed, shall be dated as of the Record Date (or in the 
case of Rights issued with respect to Common Shares issued by the Company 
after the Record Date, as of the date of issuance of such Common Shares), 
shall show the date of countersignature by the Rights Agent, and on their 
face shall entitle the holders thereof to purchase such number of one-
thousandths of a Preferred Share as shall be set forth therein at the 
price set forth therein (such exercise price per one one-thousandth of a 
Preferred Share being hereinafter referred to as the "Purchase Price" and 
the aggregate exercise price of all Preferred Shares issuable upon 
exercise of one Right being hereinafter referred to as the "Total 
Exercise Price"), but the number and type of securities purchasable upon 
the exercise of each Right and the Purchase Price shall be subject to 
adjustment as provided herein.
(b)     Any Rights Certificate issued pursuant to Section 3(a) 
or Section 22 of this Agreement that represents Rights beneficially owned 
by:  (i) an Acquiring Person or any Associate or Affiliate of an 
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any 
such Associate or Affiliate) who becomes a transferee after the Acquiring 
Person becomes such or (iii) a transferee of an Acquiring Person (or of 
any such Associate or Affiliate) who becomes a transferee prior to or 
concurrently with the Acquiring Person becoming such and receives such 
Rights pursuant to either (A) a transfer (whether or not for 
consideration) from the Acquiring Person to holders of equity interests 
in such Acquiring Person or to any Person with whom such Acquiring Person 
has any continuing agreement, arrangement or understanding regarding the 
transferred Rights or (B) a transfer that the Board of Directors of the 
Company has determined is part of a plan, arrangement or understanding 
that has as a primary purpose or effect avoidance of Section 7(e) of this 
Agreement, and any Rights Certificate issued pursuant to Section 6 or 
Section 11 of this Agreement upon transfer, exchange, replacement or 
adjustment of any other Rights Certificate referred to in this sentence, 
shall contain (to the extent feasible) the following legend:
The Rights represented by this Rights Certificate are or were 
beneficially owned by a Person who was or became an Acquiring 
Person or an Affiliate or Associate of an Acquiring Person (as such 
terms are defined in the Rights Agreement).  Accordingly, this 
Rights Certificate and the Rights represented hereby may become 
null and void in the circumstances specified in Section 7(e) of the 
Rights Agreement.
Section 5.      Countersignature and Registration.
(a)     The Rights Certificates shall be executed on behalf of 
the Company by its Chairman of the Board, its Chief Executive Officer, 
its President or any Vice President, either manually or by facsimile 
signature, and by the Secretary or an Assistant Secretary of the Company, 
either manually or by facsimile signature, and shall have affixed thereto 
the Company's seal (if any) or a facsimile thereof.  The Rights 
Certificates shall be manually countersigned by the Rights Agent and 
shall not be valid for any purpose unless countersigned.  In case any 
officer of the Company who shall have signed any of the Rights 
Certificates shall cease to be such officer of the Company before 
countersignature by the Rights Agent and issuance and delivery by the 
Company, such Rights Certificates, nevertheless, may be countersigned by 
the Rights Agent and issued and delivered by the Company with the same 
force and effect as though the person who signed such Rights Certificates 
had not ceased to be such officer of the Company; and any Rights 
Certificate may be signed on behalf of the Company by any person who, at 
the actual date of the execution of such Rights Certificate, shall be a 
proper officer of the Company to sign such Rights Certificate, although 
at the date of the execution of this 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 office designated for such purposes, 
books for registration and transfer of the Rights Certificates issued 
hereunder.  Such books shall show the names and addresses of the 
respective holders of the Rights Certificates, the number of Rights 
evidenced on its face by each of the Rights Certificates and the date of 
each of the Rights Certificates.
Section 6.      Transfer, Split Up, Combination and Exchange of Rights 
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
(a)     Subject to the provisions of Sections 7(e), 14 and 24 
of this Agreement, at any time after the Close of Business on the 
Distribution Date, and at or prior to the Close of Business on the 
Expiration Date, any Rights Certificate or Rights Certificates may be 
transferred, split up, combined or exchanged for another Rights 
Certificate or Rights Certificates, entitling the registered holder to 
purchase a like number of one-thousandths of a Preferred Share (or, 
following a Triggering Event, other securities, cash or other assets, as 
the case may be) as the Rights Certificate or Rights Certificates 
surrendered then entitled such holder to purchase. Any registered holder 
desiring to transfer, split up, combine or exchange any Rights 
Certificate or Rights Certificates shall make such request in writing 
delivered to the Rights Agent, and shall surrender the Rights Certificate 
or Rights Certificates to be transferred, split up, combined or exchanged 
at the office of the Rights Agent designated for such purpose.  Neither 
the Rights Agent nor the Company shall be obligated to take any action 
whatsoever with respect to the transfer of any such surrendered Rights 
Certificate until the registered holder shall have completed and signed 
the certificate contained in the form of assignment on the reverse side 
of such Rights Certificate and shall have provided such additional 
evidence of the identity of the Beneficial Owner (or former Beneficial 
Owner) or Affiliates or Associates thereof as the Company shall 
reasonably request.  Thereupon the Rights Agent shall, subject to 
Sections 7(e), 14 and 24 of this Agreement, countersign and deliver to 
the person entitled thereto a Rights Certificate or Rights Certificates, 
as the case may be, as so requested.  The Company may require payment of 
a sum sufficient to cover any tax or governmental charge that may be 
imposed in connection with any transfer, split up, combination or 
exchange of Rights Certificates.
(b)     Upon receipt by the Company and the Rights Agent of 
evidence reasonably satisfactory to them of the loss, theft, destruction 
or mutilation of a Rights Certificate, and, in case of loss, theft or 
destruction, of indemnity or security reasonably satisfactory to them, 
and, at the Company's request, reimbursement to the Company and the 
Rights Agent of all reasonable expenses incidental thereto, and upon 
surrender to the Rights Agent and cancellation of the Rights Certificate 
if mutilated, the Company will make and deliver a new Rights Certificate 
of like tenor to the Rights Agent for delivery to the registered holder 
in lieu of the Rights Certificate so lost, stolen, destroyed or 
mutilated.
Section 7.      Exercise of Rights; Purchase Price; Expiration Date of 
Rights.
(a)     Subject to Section 7(e), 23(b) or 24 of this Agreement, 
the registered holder of any Rights 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 Rights 
Certificate, with the form of election to purchase on the reverse side 
thereof duly executed, to the Rights Agent at the office of the Rights 
Agent designated for such purpose, together with payment of the Purchase 
Price for each one-thousandth of a Preferred Share as to which the Rights 
are exercised, at or prior to the Expiration Date.
(b)     The Purchase Price for each one-thousandth of a 
Preferred Share issuable pursuant to the exercise of a Right shall 
initially be $100.00, shall be subject to adjustment from time to time as 
provided in Sections 11 and 13 of this Agreement and shall be payable in 
lawful money of the United States of America in accordance with paragraph 
(c) below.
(c)     Upon receipt of a Rights Certificate representing 
exercisable Rights, with the form of election to purchase duly executed, 
accompanied by payment of the Purchase Price for the number of one-
thousandths of a Preferred Share (or other securities or property, 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 Rights Certificate 
in accordance with Section 9 of this Agreement in cash, or by certified 
check or cashier's check payable to the order of the Company, the Rights 
Agent shall, subject to Section 20(k) of this Agreement, thereupon 
promptly (i) (A) requisition from any transfer agent of the Preferred 
Shares (or make available, if the Rights Agent is the transfer agent for 
the Preferred Shares) a certificate or certificates for the number of 
one-thousandths of a Preferred Share to be purchased and the Company 
hereby irrevocably authorizes its transfer agent to comply with all such 
requests or (B) if the Company shall have elected to deposit the total 
number of one-thousandths of a Preferred Share issuable upon exercise of 
the Rights hereunder with a depository agent, requisition from the 
depository agent of depository receipts representing such number of one-
thousandths of a Preferred Share as are to be purchased (in which case 
certificates for the Preferred Shares represented by such receipts shall 
be deposited by the transfer agent with the depository agent) and the 
Company hereby directs the depository agent to comply with such request, 
(ii) when appropriate, requisition from the Company the amount of cash to 
be paid in lieu of issuance of fractional shares in accordance with 
Section 14 of this Agreement, (iii) after receipt of such certificates or 
depository receipts, cause the same to be delivered to or upon the order 
of the registered holder of such Rights Certificate, registered in such 
name or names as may be designated by such holder and (iv) when 
appropriate, after receipt thereof, deliver such cash to or upon the 
order of the registered holder of such Rights Certificate.  The payment 
of the Purchase Price (as such amount may be reduced (including to zero) 
pursuant to Section 11(a)(iv) of this Agreement) may be made in cash or 
by certified check or cashier's check payable to the order of the 
Company.  In the event that the Company is obligated to issue other 
securities of the Company, pay cash and/or distribute other property 
pursuant to Section 11(a) of this Agreement, 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 Rights Certificate 
shall exercise less than all the Rights evidenced thereby, a new Rights 
Certificate evidencing Rights equivalent to the Rights remaining 
unexercised shall be issued by the Rights Agent to the registered holder 
of such Rights Certificate or to his or her duly authorized assigns, 
subject to the provisions of Section 14 of this Agreement.
(e)     Notwithstanding anything in this Agreement to the 
contrary, from and after the first occurrence of a Triggering Event or a 
Section 13 Event, any Rights beneficially owned by (i) an Acquiring 
Person or an Associate or Affiliate of an Acquiring Person, (ii) a 
transferee of an Acquiring Person (or of any such Associate or Affiliate) 
who becomes a transferee after the Acquiring Person becomes such (a "Post 
Transferee"), (iii) a transferee of an Acquiring Person (or of any such 
Associate or Affiliate) who becomes a transferee prior to or concurrently 
with the Acquiring Person becoming such and receives such Rights pursuant 
to either (A) a transfer (whether or not for consideration) from the 
Acquiring Person to holders of equity interests in such Acquiring Person 
or to any Person with whom the Acquiring Person has any continuing 
agreement, arrangement or understanding regarding the transferred Rights 
or (B) a transfer which the Board of Directors has determined is part of 
a plan, arrangement or understanding which has as a primary purpose or 
effect the avoidance of this Section 7(e) (a "Prior Transferee") or (iv) 
any subsequent transferee receiving transferred Rights from a Post 
Transferee or a Prior Transferee, either directly or through one or more 
intermediate transferees, shall become null and void without any further 
action and no holder of such Rights shall have any rights whatsoever with 
respect to such Rights, whether under any provision of this Agreement or 
otherwise.  The Company shall use all reasonable efforts to ensure that 
the provisions of this Section 7(e) and Section 4(b) of this Agreement 
are complied with, but shall have no liability to any holder of Rights 
Certificates or to any other Person as a result of its failure to make 
any determinations with respect to an Acquiring Person or any of such 
Acquiring Person's Affiliates, Associates or transferees hereunder.
(f)     Notwithstanding anything in this Agreement to the 
contrary, neither the Rights Agent nor the Company shall be obligated to 
undertake any action with respect to a registered holder upon the 
occurrence of any purported exercise as set forth in this Section 7 
unless such registered holder shall have (i) completed and signed the 
certificate contained in the form of election to purchase set forth on 
the reverse side of the Rights Certificate surrendered for such exercise 
and (ii) provided such additional evidence of the identity of the 
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates 
thereof as the Company shall reasonably request.
Section 8.      Cancellation and Destruction of Rights Certificates.  
All Rights Certificates surrendered for the purpose of exercise, 
transfer, split up, combination or exchange shall, if surrendered to the 
Company or to any of its agents, be 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 Rights Certificates shall be issued in 
lieu thereof except as expressly permitted by any of the provisions of 
this Agreement. The Company shall deliver to the Rights Agent for 
cancellation and retirement, and the Rights Agent shall so cancel and 
retire, any other Rights Certificate purchased or acquired by the Company 
otherwise than upon the exercise thereof.  The Rights Agent shall deliver 
all canceled Rights Certificates to the Company, or shall, at the written 
request of the Company, destroy such canceled Rights Certificates, and in 
such case shall deliver a certificate of destruction thereof to the 
Company.
Section 9.      Reservation and Availability of Preferred Shares.
(a)     The Company covenants and agrees that it will use its 
best efforts to cause to be reserved and kept available out of and to the 
extent of its authorized and unissued shares of preferred stock not 
reserved for another purpose (and, following the occurrence of a 
Triggering Event, out of its authorized and unissued shares of Common 
Shares and/or other securities), the number of Preferred Shares (and, 
following the occurrence of the Triggering Event, Common Shares and/or 
other securities) that will be sufficient to permit the exercise in full 
of all outstanding Rights.
(b)     If the Company shall hereafter list any of its 
Preferred Shares on a national securities exchange, then so long as the 
Preferred Shares (and, following the occurrence of a Triggering Event, 
Common Shares and/or other securities) issuable and deliverable upon 
exercise of the Rights may be listed on a national securities exchange, 
the Company shall use its best efforts to cause, from and after such time 
as the Rights become exercisable (but only to the extent that it is 
reasonably likely that the Rights will be exercised), all shares reserved 
for such issuance to be listed on such exchange upon official notice of 
issuance upon such exercise.
(c)     The Company shall use its best efforts to (i) file, as 
soon as practicable following the earliest date after the first 
occurrence of a Triggering Event in which the consideration to be 
delivered by the Company upon exercise of the Rights has been determined 
in accordance with Sections 11(a)(ii) or 11(a)(iv) of this Agreement, or 
as soon as is required by law following the Distribution Date, as the 
case may be, a registration statement under the Securities Act of 1933, 
as amended (the "Securities Act"), with respect to the securities 
purchasable upon exercise of the Rights on an appropriate form, (ii) 
cause such registration statement to become effective as soon as 
practicable after such filing and (iii) cause such registration statement 
to remain effective (with a prospectus at all times meeting the 
requirements of the Securities Act) until the earlier of (A) the date as 
of which the Rights are no longer exercisable for such securities and (B) 
the date of expiration of the Rights. The Company may temporarily 
suspend, for a period not to exceed ninety (90) days after the date set 
forth in clause (i) of the first sentence of this Section 9(c), the 
exercisability of the Rights in order to prepare and file such 
registration statement and permit it to become effective.  Upon any such 
suspension, the Company shall issue a public announcement stating, and 
notify the Rights Agent, that the exercisability of the Rights has been 
temporarily suspended, as well as a public announcement and notification 
to the Rights Agent at such time as the suspension is no longer in 
effect.  The Company will also take such action as may be appropriate 
under, or to ensure compliance with, the securities or "blue sky" laws of 
the various states in connection with the exercisability of the Rights.  
Notwithstanding any provision of this Agreement to the contrary, the 
Rights shall not be exercisable in any jurisdiction, unless the requisite 
qualification in such jurisdiction shall have been obtained, or an 
exemption therefrom shall be available, and until a registration 
statement has been declared effective.
(d)     The Company covenants and agrees that it will take all 
such action as may be necessary to ensure that all Preferred Shares 
delivered upon exercise of Rights shall, at the time of delivery of the 
certificates for such Preferred Shares (subject to payment of the 
Purchase Price), be duly and validly authorized and issued and fully paid 
and nonassessable shares.
(e)     The Company further covenants and agrees that it will 
pay when due and payable any and all federal and state transfer taxes and 
charges which may be payable in respect of the original issuance or 
delivery of the Rights Certificates or of any Preferred Shares upon the 
exercise of Rights.  The Company shall not, however, be required to pay 
any transfer tax which may be payable in respect of any transfer or 
delivery of Rights Certificates to a person other than, or the issuance 
or delivery of certificates or depository receipts for the Preferred 
Shares in a name other than that of, the registered holder of the Rights 
Certificate evidencing Rights surrendered for exercise or to issue or to 
deliver any certificates or depository receipts for Preferred Shares upon 
the exercise of any Rights until any such tax shall have been paid (any 
such tax being payable by the holder of such Rights Certificate at the 
time of surrender) or until it has been established to the Company's 
satisfaction that no such tax is due.
Section 10.     Preferred Shares Record Date.  Each person in whose 
name any certificate for a number of one-thousandths of a Preferred Share 
is issued upon the exercise of Rights shall for all purposes be deemed to 
have become the holder of record of Preferred Shares represented thereby 
on, and such certificate shall be dated, the date upon which the Rights 
Certificate evidencing such Rights was duly surrendered and payment of 
the Purchase Price multiplied by the number of one-thousandths of a 
Preferred Share with respect to which the Rights have been exercised (and 
any applicable transfer taxes) was made; provided, however, that if the 
date of such surrender and payment is a date upon which the Preferred 
Shares transfer books of the Company are closed, such person shall be 
deemed to have become the record holder of such shares on, and such 
certificate shall be dated, the next succeeding Business Day on which the 
Preferred Shares transfer books of the Company are open.  Prior to the 
exercise of the Rights evidenced thereby, the holder of a Rights 
Certificate shall not be entitled to any rights of a holder of Preferred 
Shares for which the Rights shall be exercisable, including, without 
limitation, the right to vote, to receive dividends or other 
distributions or to exercise any preemptive rights, and shall not be 
entitled to receive any notice of any proceedings of the Company, except 
as provided herein.
Section 11.     Adjustment of Purchase Price, Number of Shares or 
Number of Rights.  The Purchase Price, the number and kind of shares or 
other property covered by each Right and the number of Rights outstanding 
are subject to adjustment from time to time as provided in this Section 
11.
(a)     (i)     In the event the Company shall at any time after 
the date of this Agreement (A) declare a dividend on the Common Shares 
payable in Common Shares, (B) subdivide the outstanding Common Shares, 
(C) combine the outstanding Common Shares (by reverse stock split or 
otherwise) into a smaller number of Common Shares, or (D) issue any 
shares of its capital stock in a reclassification of the Common Shares 
(including any such reclassification in connection with a consolidation 
or merger in which the Company is the continuing or surviving 
corporation), then, in each such event, except as otherwise provided in 
this Section 11(a) and Section 7(e) of this Agreement: (1) each of the 
Rights outstanding at the time of the record date for such dividend or 
the effective date of such subdivision, combination or reclassification 
shall be proportionately adjusted to that number of Rights (calculated to 
the nearest one ten-thousandth (1/10,000) of a Right) equal to a fraction 
(the "Exchange Ratio"), the numerator of which shall be the total number 
of Common Shares or shares of capital stock issued in such dividend, 
subdivision, combination or reclassification of the Common Shares 
outstanding immediately following such dividend, subdivision, combination 
or reclassification and the denominator of which shall be the total 
number of Common Shares outstanding immediately prior to such time, and 
the number of Rights that shall thereafter be issued with respect to each 
Common Share or share of such other capital stock that shall become 
outstanding thereafter prior to the Distribution Date shall be equal to 
the total number of outstanding Rights immediately after such event (as 
adjusted pursuant to this clause (1)) divided by the total number of 
outstanding Common Shares or shares of such other capital stock 
immediately after such event (subject to further adjustment pursuant to 
the provisions of this Agreement); (2) 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 shall be adjusted so 
that the Purchase Price thereafter shall equal the result obtained by 
dividing the Purchase Price in effect immediately prior to such time by 
the Exchange Ratio; 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 such Right; and (3) the number of Preferred 
Shares or shares of such other capital stock issuable upon the exercise 
of each Right shall remain unchanged immediately after such event, but, 
in the event of a reclassification, the kind of shares issuable upon the 
exercise of each Right immediately after such reclassification shall be 
adjusted to be the kind of shares of such other capital stock issued in 
such reclassification, rather than Preferred Shares.  If an event occurs 
which would require an adjustment under both this Section 11(a)(i) and 
Section 11(a)(ii) of this Agreement, 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) of this Agreement.
(ii)    Subject to Section 24 of this Agreement, in the 
event a Triggering Event shall have occurred, then promptly following 
such Triggering Event, proper provision shall be made so that each holder 
of a Right, except as provided in Section 7(e) of this Agreement, shall 
thereafter have the right to receive for each Right, upon exercise 
thereof in accordance with the terms of this Agreement and payment of the 
then-current Total Exercise Price, in lieu of a number of one-thousandths 
of a Preferred Share, such number of Common Shares of the Company as 
shall equal the result obtained by multiplying the then-current Purchase 
Price by the then number of one-thousandths of a Preferred Share for 
which a Right was exercisable (or would have been exercisable if the 
Distribution Date had occurred) immediately prior to the first occurrence 
of a Triggering Event, and dividing that product by 50% of the current 
per share market price (determined pursuant to Section 11(d) of this 
Agreement) for Common Shares on the date of occurrence of the Triggering 
Event (such number of shares being hereinafter referred to as the 
"Adjustment Shares").
(iii)   The right to buy Common Shares of the Company 
pursuant to Section 11(a)(ii) of this Agreement shall not arise as a 
result of any Person becoming an Acquiring Person through an acquisition 
of Common Shares pursuant to a Permitted Offer.
(iv)    In lieu of issuing Common Shares in accordance 
with Section 11(a)(ii) of this Agreement, the Company may, if the Board 
of Directors determines that such action is necessary or appropriate and 
not contrary to the interest of holders of Rights (and, in the event that 
the number of Common Shares which are authorized by the Company's 
Certificate of Incorporation but not outstanding or reserved for issuance 
for purposes other than upon exercise of the Rights are not sufficient to 
permit the exercise in full of the Rights, or if any necessary regulatory 
approval for such issuance has not been obtained by the Company, the 
Company shall): (A) determine the excess of (1) the value of the Common 
Shares issuable upon the exercise of a Right (the "Current Value") over 
(2) the Purchase Price (such excess, the "Spread") and (B) with respect 
to each Right, make adequate provision to substitute for such Common 
Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the 
Purchase Price, (3) other equity securities of the Company (including, 
without limitation, shares or units of shares of any series of Preferred 
Stock which the Board of Directors has deemed to have the same value as 
Common Shares (such shares or units of shares of Preferred Stock are 
herein called "common stock equivalents")), except to the extent that the 
Company has not obtained any necessary stockholder or regulatory approval 
for such issuance, (4) debt securities of the Company, except to the 
extent that the Company has not obtained any necessary stockholder or 
regulatory approval for such issuance, (5) other assets or (6) any 
combination of the foregoing, having an aggregate value equal to the 
Current Value, where such aggregate value has been determined by the 
Board of Directors based upon the advice of a nationally recognized 
investment banking firm selected by the Board of Directors; provided, 
however, if the Company shall not have made adequate provision to deliver 
value pursuant to clause (B) above within thirty (30) days following the 
later of (x) the first occurrence of a Triggering Event and (y) the date 
on which the Company's right of redemption pursuant to Section 23(a) 
expires (the later of (x) and (y) being referred to herein as the 
"Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to 
deliver, upon the surrender for exercise of a Right and without requiring 
payment of the Purchase Price, Common Shares (to the extent available), 
except to the extent that the Company has not obtained any necessary 
stockholder or regulatory approval for such issuance, and then, if 
necessary, cash, which shares and/or cash have an aggregate value equal 
to the Spread.  If the Board of Directors shall determine in good faith 
that it is likely that sufficient additional Common Shares could be 
authorized for issuance upon exercise in full of the Rights or that any 
necessary regulatory approval for such issuance will be obtained, the 
thirty (30) day period set forth above may be extended to the extent 
necessary, but not more than ninety (90) days after the Section 11(a)(ii) 
Trigger Date, in order that the Company may seek stockholder approval for 
the authorization of such additional shares or take action to obtain such 
regulatory approval (such period, as it may be extended, the 
"Substitution Period").  To the extent that the Company determines that 
some action need be taken pursuant to the first and/or second sentences 
of this Section 11(a)(iv), the Company (x) shall provide, subject to 
Section 7(e) of this Agreement, that such action shall apply uniformly to 
all outstanding Rights and (y) may suspend the exercisability of the 
Rights until the expiration of the Substitution Period in order to seek 
any authorization of additional shares, to take any action to obtain any 
required regulatory approval and/or to decide the appropriate form of 
distribution to be made pursuant to such first sentence and to determine 
the value thereof.  In the event of any such suspension, the Company 
shall issue a public announcement stating that the exercisability of the 
Rights has been temporarily suspended, as well as a public announcement 
at such time as the suspension is no longer in effect.  For purposes of 
this Section 11(a)(iv), the value of the Common Shares shall be the 
current per share market price (as determined pursuant to Section 11(d) 
of this Agreement) of the Common Shares on the Section 11(a)(ii) Trigger 
Date and the value of any "common stock equivalent" shall be deemed to 
have the same value as the Common Shares on such date.
(b)     In case the Company shall, at any time after the date 
of this Agreement, fix a record date for the issuance of rights, options 
or warrants to all holders of Common Shares or of any class or series of 
Equivalent Shares entitling such holders (for a period expiring within 
forty-five (45) calendar days after such record date) to subscribe for or 
purchase Common Shares or Equivalent Shares or securities convertible 
into Common Shares or Equivalent Shares at a price per share (or having a 
conversion price per share, if a security convertible into Common Shares 
or Equivalent Shares) less than the then current per share market price 
of the Common Shares or Equivalent Shares (as defined in Section 11(d)) 
on such record date, then, in each such case, 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 Common Shares and 
Equivalent Shares (if any) outstanding on such record date, plus the 
number of Common Shares or Equivalent Shares, as the case may be, which 
the aggregate offering price of the total number of Common Shares or 
Equivalent Shares, as the case may be, 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 Common Shares and Equivalent Shares (if 
any) outstanding on such record date, plus the number of additional 
Common Shares or Equivalent Shares, as the case may be, to be offered for 
subscription or purchase (or into which the convertible securities so to 
be offered are initially convertible).  In case such subscription price 
may be paid in a consideration part or all of which shall be in a form 
other than cash, the value of such consideration shall be as determined 
in good faith by the Board of Directors, 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.  Common Shares and 
Equivalent Shares owned by or held for the account of the Company shall 
not be deemed outstanding for the purpose of any such computation.  Such 
adjustment shall be made successively whenever such a record date is 
fixed, and in the event that such rights, options or warrants are not so 
issued, the Purchase Price shall be adjusted to be the Purchase Price 
which would then be in effect if such record date had not been fixed.
(c)     In case the Company shall, at any time after the date 
of this Agreement, fix a record date for the making of a distribution to 
all holders of the Common Shares or of any class or series of Equivalent 
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, if any, or a dividend payable in 
Common Shares) or subscription rights, options or warrants (excluding 
those referred to in Section 11(b)), then, in each such case, the 
Purchase Price to be in effect after such record date shall be determined 
by multiplying the Purchase Price in effect immediately prior to such 
record date by a fraction, the numerator of which shall be the current 
market price (as determined pursuant to Section 11(d) of this Agreement) 
of a Common Share or an Equivalent Share on such record date, less the 
fair market value (as determined in good faith by the Board of Directors, 
whose determination shall be described in a statement filed with the 
Rights Agent) of the portion of the cash, assets or evidences of 
indebtedness so to be distributed or of such subscription rights or 
warrants applicable to a Common Share or Equivalent Share, as the case 
may be, and the denominator of which shall be such current market price 
(as determined pursuant to Section 11(d) of this Agreement) of a Common 
Share or Equivalent Share on such record date.  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 be 
adjusted to be the Purchase Price which would have been in effect if such 
record date had not been fixed.
(d)     For the purpose of any computation hereunder, other 
than computations made pursuant to Section 11(a)(iv) of this Agreement, 
the "current per share market price" of any security (a "Security" for 
the purpose of this Section 11(d)) on any date shall be deemed to be the 
average of the daily closing prices per share of such Security for the 
thirty (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)(iv) of this Agreement, the "current per 
share market price" of any Security on any date shall be deemed to be the 
average of the daily closing prices per share of such Security for the 
ten (10) consecutive Trading Days immediately prior to such date; 
provided, however, that in the event that the current per share market 
price of the Security is determined during a period following the 
announcement by the issuer of such Security of (i) a dividend or 
distribution on such Security payable in shares of such Security or 
securities convertible into such shares or (ii) any subdivision, 
combination or reclassification of such Security, and prior to the 
expiration of the requisite thirty (30) Trading Day or ten (10) Trading 
Day period, after the ex-dividend date for such dividend or distribution, 
or the record date for such subdivision, combination or reclassification, 
then, and in each such case, the current per share market price shall be 
appropriately adjusted to reflect the current market price per share 
equivalent of such Security.  The closing price for each day shall be the 
last sale price, regular way, or, in case no such sale takes place on 
such day, the average of the closing bid and asked prices, regular way, 
in either case as reported in the principal consolidated transaction 
reporting system with respect to securities listed or admitted to trading 
on the New York Stock Exchange or, if the Security is not listed or 
admitted to trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system with respect to 
securities listed on the principal national securities exchange on which 
the Security is listed or admitted to trading or, if the Security is not 
listed or admitted to trading on any national securities exchange, the 
last sale price or, if such last sale price is not reported, 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.  If on any such date no market maker 
is making a market in the Common Shares, the fair value of such shares on 
such date as determined in good faith by the Board of Directors shall be 
used.  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.  If the Common Shares are not 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, whose 
determination shall be described in a statement filed with the Rights 
Agent and shall be conclusive for all purposes.
(e)     Anything herein to the contrary notwithstanding, no 
adjustment in the Purchase Price shall be required unless such adjustment 
would require an increase or decrease of at least 1% in 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 ten-
thousandth of a Common Share or other share or one hundred-thousandth of 
a Preferred Share, as the case may be.  Notwithstanding the first 
sentence of this Section 11(e), any adjustment required by this Section 
11 shall be made no later than the earlier of (i) three (3) years from 
the date of the transaction which requires such adjustment or (ii) the 
Expiration Date.
(f)     If as a result of an adjustment made pursuant to 
Sections 11(a) or 13(a) of this Agreement, the holder of any Right 
thereafter exercised shall become entitled to receive any shares of 
capital stock other than Preferred Shares, thereafter the number of such 
other shares so receivable upon exercise of any Right and if required, 
the Purchase Price thereof, 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 Common Shares contained in Sections 11(a), 
(b), (c), (e), (h), (i), (j), (k), (1) and (m), and the provisions of 
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall 
apply on like terms to any such other shares.
(g)     All Rights originally issued by the Company subsequent 
to any adjustment made to the Purchase Price hereunder shall evidence the 
right to purchase, at the adjusted Purchase Price, the number of one-
thousandths of a Preferred Share purchasable from time to time hereunder 
upon exercise of the Rights, all subject to further adjustment as 
provided herein.
(h)     Unless the Company shall have exercised its election as 
provided in Section 11(i), upon each adjustment of the Purchase Price as 
a result of the calculations made in Section 11(b), 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 Preferred Shares (calculated to the nearest one 
hundred-thousandth of a share) obtained by (i) multiplying (x) the number 
of Preferred Shares 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 as a result of the calculations made in 
Section 11(b) to adjust the number of Rights, in substitution for any 
adjustment in the number of Preferred Shares purchasable upon the 
exercise of a Right.  Each of the Rights outstanding after such 
adjustment of the number of Rights shall be exercisable for the number of 
one-thousandths 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 ten-thousandth) obtained by dividing 
the Purchase Price in effect immediately prior to adjustment of the 
Purchase Price by the Purchase Price in effect immediately after 
adjustment of the Purchase Price.  The Company shall make a public 
announcement of its election to adjust the number of Rights, indicating 
the record date for the adjustment, and, if known at the time, the amount 
of the adjustment to be made.  This record date may be the date on which 
the Purchase Price is adjusted or any day thereafter, but, if the Rights 
Certificates have been issued, shall be at least ten (10) days later than 
the date of the public announcement.  If Rights Certificates have been 
issued, upon each adjustment of the number of Rights pursuant to this 
Section 11(i), the Company shall, as promptly as practicable, cause to be 
distributed to holders of record of Rights Certificates on such record 
date Rights Certificates evidencing, subject to Section 14 of this 
Agreement, the additional Rights to which such holders shall be entitled 
as a result of such adjustment, or, at the option of the Company, shall 
cause to be distributed to such holders of record in substitution and 
replacement for the Rights Certificates held by such holders prior to the 
date of adjustment, and upon surrender thereof, if required by the 
Company, new Rights Certificates evidencing all the Rights to which such 
holders shall be entitled after such adjustment.  Rights Certificates so 
to be distributed shall be issued, executed and countersigned in the 
manner provided for herein (and may bear, at the option of the Company, 
the adjusted Purchase Price) and shall be registered in the names of the 
holders of record of Rights Certificates on the record date specified in 
the public announcement.
(j)     Irrespective of any adjustment or change in the 
Purchase Price or the number of Preferred Shares issuable upon the 
exercise of the Rights, the Rights Certificates theretofore and 
thereafter issued may continue to express the Purchase Price per one one-
thousandth of a Preferred Share and the number of one-thousandths of a 
Preferred Share which were expressed in the initial Rights Certificates 
issued hereunder.
(k)     Before taking any action that would cause an adjustment 
reducing the Purchase Price below the par or stated value, if any, of the 
number of one-thousandths of a Preferred Share 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 as fully paid and nonassessable shares such 
number of one-thousandths of a Preferred Share at such adjusted Purchase 
Price.
(1)     In any case in which this Section 11 shall require that 
an adjustment in the Purchase Price be made effective as of a record date 
for a specified event, the Company may elect to defer until the 
occurrence of such event the issuing to the holder of any Right exercised 
after such record date of the number of one-thousandths of a Preferred 
Share and other capital stock or securities of the Company, if any, 
issuable upon such exercise over and above the number of one-thousandths 
of a Preferred Share 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 (fractional or otherwise) upon the occurrence of the event 
requiring such adjustment.
(m)     Anything in this Section 11 to the contrary 
notwithstanding, prior to the Distribution Date, 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 or 
Common Shares, (ii) issuance wholly for cash of any Preferred or Common 
Shares at less than the current market price, (iii) issuance wholly for 
cash of Preferred or Common Shares or securities which by their terms are 
convertible into or exchangeable for Preferred or Common Shares, (iv) 
stock dividends or (v) issuance of rights, options or warrants referred 
to in this Section 11, hereafter made by the Company to holders of its 
Preferred or Common Shares shall not be taxable to such stockholders.
(n)     The Company covenants and agrees that it shall not, at 
any time after the Distribution Date, effect or permit to occur any 
Triggering Event or Section 13 Event, if (i) at the time or immediately 
after such Triggering Event or Section 13 Event there are any rights, 
warrants or other instruments or securities outstanding or agreements in 
effect which would substantially diminish or otherwise eliminate the 
benefits intended to be afforded by the Rights or (ii) prior to, 
simultaneously with or immediately after such Section 13 Event, the 
stockholders of the Person who constitutes, or would constitute, the 
"Principal Party" for purposes of Section 13(b) of this Agreement shall 
have received a distribution of Rights previously owned by such Person or 
any of its Affiliates and Associates.
(o)     The Company covenants and agrees that, after the 
Distribution Date, it will not, except as permitted by Sections 23, 24 or 
27 of this Agreement, take (or permit to be taken) any action if at the 
time such action is taken it is reasonably foreseeable that such action 
will diminish substantially or otherwise eliminate the benefits intended 
to be afforded by the Rights.
(p)     Anything in this Agreement to the contrary 
notwithstanding, 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 (by reverse stock 
split or otherwise) 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), then, in each such event, except as otherwise 
provided in this Section 11 and Section 7(e) of this Agreement: (1) each 
of the Rights outstanding at the time of the record date for such 
dividend or the effective date of such subdivision, combination or 
reclassification shall be proportionately adjusted to that number of 
Rights (calculated to the nearest one ten-thousandth (1/10,000) of a 
Right) equal to a fraction (the "Exchange Fraction"), the numerator of 
which shall be the total number of Preferred Shares or shares of capital 
stock issued in such reclassification of the Preferred Shares outstanding 
immediately following such time and the denominator of which shall be the 
total number of Preferred Shares outstanding immediately prior to such 
time, and the number of Rights that shall thereafter be issued with 
respect to each Common Share or share of other capital stock that shall 
be issued in a reclassification of the Common Shares prior to the 
Distribution Date shall be equal to the total number of outstanding 
Rights immediately after such event (as adjusted pursuant to this clause 
(1)) divided by the total number of outstanding Common Shares or shares 
of such other capital stock immediately after such event (subject to 
further adjustment pursuant to the provisions of this Agreement); (2) 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 shall be adjusted so that the Purchase Price thereafter 
shall equal the result obtained by dividing the Purchase Price in effect 
immediately prior to such time by the Exchange Fraction; 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 such Right; and 
(3) the number of one-thousandths of a Preferred Share or share of such 
other capital stock issuable upon the exercise of each Right shall remain 
unchanged immediately after such event, but, in the event of a 
reclassification, the kind of shares issuable upon the exercise of each 
Right immediately after such reclassification shall be adjusted to be the 
kind of shares of such other capital stock issued in such 
reclassification, rather than Preferred Shares.
Section 12.     Certificate of Adjusted Purchase Price or Number of 
Shares.  Whenever an adjustment is made as provided in Sections 11 and 13 
of this Agreement, 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 Preferred Shares a copy of such certificate 
and (c) mail a brief summary thereof to each holder of a Rights 
Certificate in accordance with Section 26 of this Agreement.  
Notwithstanding the foregoing sentence, the failure of the Company to 
make such certification or give such notice shall not affect the validity 
of such adjustment or the force or effect of the requirement for such 
adjustment.  The Rights Agent shall be fully protected in relying on any 
such certificate and on any adjustment contained therein and shall not be 
deemed to have knowledge of such adjustment unless and until it shall 
have received such certificate.
Section 13.     Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power.
(a)     In the event that, following the Shares Acquisition 
Date, directly or indirectly:
(i)     the Company shall consolidate with, or merge with 
and into, any other Person (other than a Subsidiary of the Company in a 
transaction the principal purpose of which is to change the state of 
incorporation of the Company or that complies with Section 11(o) of this 
Agreement);
(ii)    any Person (other than a Subsidiary of the 
Company in a transaction that complies with Section 11(o) of this 
Agreement) shall consolidate with the Company, or merge with and into the 
Company and the Company shall be the continuing or surviving corporation 
of such consolidation or merger; or
(iii)   the Company shall sell or otherwise transfer (or 
one or more of its Subsidiaries shall sell or otherwise transfer), in one 
or more transactions, assets or earning power aggregating 50% or more of 
the assets or earning power of the Company and its Subsidiaries (taken as 
a whole) to any other Person or Persons (other than the Company or one or 
more of its wholly owned Subsidiaries in one or more transactions, each 
of which complies with Section 11(o) of this Agreement),
then, and in each such case, proper provision 
shall be made so that
(A)     each holder of a Right (except as otherwise 
provided herein) shall thereafter have the right to receive, upon the 
exercise thereof in accordance with the terms of this Agreement, such 
number of validly authorized and issued, fully paid and nonassessable 
Common Shares of the Principal Party (as hereinafter defined), free of 
any liens, encumbrances, rights of first refusal or other adverse claims, 
as shall be equal to the result obtained by (1) multiplying the then 
current Purchase Price by the number of one-thousandths of a Preferred 
Share for which a Right was exercisable immediately prior to the first 
occurrence of a Section 13 Event (or, if a Triggering Event has occurred 
prior to the first occurrence of a Section 13 Event, multiplying the 
number of such one-thousandths of a Preferred Share for which a Right was 
exercisable immediately prior to the first occurrence of a Triggering 
Event by the Purchase Price in effect immediately prior to such first 
occurrence) and (2) dividing that product (which, following the first 
occurrence of a Section 13 Event, shall be referred to as the "Total 
Exercise Price" for each Right and for all purposes of this Agreement) by 
50% of the current per share market price (determined pursuant to Section 
11(d) of this Agreement) of the Common Shares of such Principal Party on 
the date of consummation of such Section 13 Event;
(B)     such Principal Party shall thereafter be 
liable for, and shall assume, by virtue of such Section 13 Event, all the 
obligations and duties of the Company pursuant to this Agreement;
(C)     the term "Company" shall thereafter be 
deemed to refer to such Principal Party, it being specifically intended 
that the provisions of Section 11 of this Agreement shall apply only to 
such Principal Party following the first occurrence of a Section 13 
Event;
(D)     such Principal Party shall take such steps 
(including, but not limited to, the reservation of a sufficient number of 
its Common Shares) in connection with the consummation of any such 
transaction as may be necessary to assure that the provisions of this 
Agreement shall thereafter be applicable, as nearly as reasonably may be, 
in relation to its Common Shares thereafter deliverable upon the exercise 
of the Rights.
(b)     "Principal Party" shall mean, in the case of any 
transaction described in clause (i), (ii) or (iii) of Section 13(a), the 
Person referred to therein or such Person's successor, including, if 
applicable, the Company, if it is the surviving corporation), provided, 
however, that in any such case, (i) if such Person is a direct or 
indirect Subsidiary of another Person, "Principal Party" shall refer to 
such other Person and (ii) in case such Person is a Subsidiary, directly 
or indirectly, of more than one Person, "Principal Party" shall refer to 
whichever of such Persons is the issuer of the Common Shares having the 
greatest aggregate value, and provided, further, that for purposes of 
transactions described in clause (iii) of this Section 13(b), "Principal 
Party" shall refer to that Person receiving the greatest portion of the 
assets or earning power transferred pursuant to such transaction or 
transactions.
(c)     If, for any reason, the Rights cannot be exercised for 
Common Shares of such Principal Party as provided in Section 13(a), then 
each holder of Rights shall have the right to exchange its Rights for 
cash from such Principal Party in an amount equal to the number of Common 
Shares that it would otherwise be entitled to purchase times 50% of the 
current per share market price, as determined pursuant to Section 11(d) 
of this Agreement, of such Common Shares of such Principal Party.  If, 
for any reason, the foregoing formulation cannot be applied to determine 
the cash amount into which the Rights are exchangeable, then the Board of 
Directors, based upon the advice of one or more nationally recognized 
investment banking firms, and based upon the total value of the Company, 
shall determine such amount reasonably and with good faith to the holders 
of Rights.  Any such determination shall be final and binding on the 
Rights Agent.
(d)     Notwithstanding anything in this Agreement to the 
contrary, Section 13 shall not be applicable to a transaction described 
in clauses (i) and (ii) of Section 13(a) if:  (i) such transaction is 
consummated with a Person or Persons who acquired Common Shares pursuant 
to a Permitted Offer (or a wholly-owned Subsidiary of any such Person or 
Persons); (ii) the price per share of Common Shares offered in such 
transaction is not less than the price per share of Common Shares paid to 
all holders of Common Shares whose shares were purchased pursuant to such 
Permitted Offer; and (iii) the form of consideration being offered to the 
remaining holders of Common Shares pursuant to such transaction is the 
same form as the form of consideration paid pursuant to such Permitted 
Offer.  Upon consummation of any such transaction contemplated by this 
Section 13(d), all Rights hereunder shall expire.
(e)     The Company shall not consummate any Section 13 Event 
unless the Principal Party shall have a sufficient number of authorized 
Common Shares that have not been issued or reserved for issuance to 
permit the exercise in full of the Rights in accordance with this Section 
13 and unless prior thereto the Company and such issuer shall have 
executed and delivered to the Rights Agent a supplemental agreement 
confirming that such Principal Party shall, upon consummation of such 
Section 13 Event, assume this Agreement in accordance with Sections 13(a) 
and (b) of this Agreement, that all rights of first refusal or preemptive 
rights in respect of the issuance of Common Shares of such Principal 
Party upon exercise of outstanding Rights have been waived, that there 
are no 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 and that such transaction shall not 
result in a default by such Principal Party under this Agreement, and 
further providing that, as soon as practicable after the date of such 
Section 13 Event, such Principal Party will:
(i)     prepare and file a registration statement under 
the Securities Act with respect to the Rights and the securities 
purchasable upon exercise of the Rights on an appropriate form, use its 
best efforts to cause such registration statement to become effective as 
soon as practicable after such filing and use its best efforts to cause 
such registration statement to remain effective (with a prospectus at all 
times meeting the requirements of the Securities Act) until the 
Expiration Date, and similarly comply with applicable state securities 
laws;
(ii)    use its best efforts to list (or continue the 
listing of) the Rights and the securities purchasable upon exercise of 
the Rights on a national securities exchange or to meet the eligibility 
requirements for quotation on Nasdaq; and
(iii)   deliver to holders of the Rights historical 
financial statements for such Principal Party which comply in all 
respects with the requirements for registration on Form 10 (or any 
successor form) under the Exchange Act.
In the event that at any time after the occurrence of a 
Triggering Event some or all of the Rights shall not have been exercised 
at the time of a transaction described in this Section 13, the Rights 
which have not theretofore been exercised shall thereafter be exercisable 
in the manner described in Section 13(a) (without taking into account any 
prior adjustment required by Section 11(a)(ii)).
(f)     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 Rights Certificates that evidence fractional 
Rights.  In lieu of such fractional Rights, there shall be paid to the 
registered holders of the Rights Certificates with regard to which such 
fractional Rights would otherwise be issuable, an amount in cash equal to 
the same fraction of the current market value of a whole Right.  For the 
purposes of this Section 14(a), the current market value of a whole Right 
shall be the closing price of the Rights for the Trading Day immediately 
prior to the date on which such fractional Rights would have been 
otherwise issuable, as determined pursuant to the second sentence of 
Section 11(d) of this Agreement.
(b)     The Company shall not be required to issue fractions of 
Preferred Shares (other than fractions that are integral multiples of one 
one-thousandth of a Preferred Share) upon exercise of the Rights or to 
distribute certificates which evidence fractional Preferred Shares (other 
than fractions that are integral multiples of one one-thousandth of a 
Preferred Share).  In lieu of fractional Preferred Shares that are not 
integral multiples of one one-thousandth of a Preferred Share, the 
Company shall pay to the registered holders of Rights Certificates at the 
time such Rights are exercised as herein provided an amount in cash equal 
to the same fraction of the current market value of a Common Share.  For 
purposes of this Section 14(b), the current market value of a Common 
Share shall be the closing price of a Common Share (as determined 
pursuant to the second sentence of Section 11(d) of this Agreement) for 
the Trading Day immediately prior to the date of such exercise.
(c)     The holder of a Right by the acceptance of the Right 
expressly waives his or her right to receive any fractional Rights or any 
fractional shares upon exercise of a Right.
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 of this Agreement, are vested in the respective 
registered holders of the Rights Certificates (and, prior to the 
Distribution Date, the registered holders of the Common Shares); and any 
registered holder of any Rights Certificate (or, prior to the 
Distribution Date, of the Common Shares), without the consent of the 
Rights Agent or of the holder of any other Rights Certificate (or, prior 
to the Distribution Date, of the Common Shares), may, in his or her own 
behalf and for his or her 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 or her right to exercise the Rights 
evidenced by such Rights Certificate in the manner provided in such 
Rights Certificate and in this Agreement.  Without limiting the foregoing 
or any remedies available to the holders of Rights, it is specifically 
acknowledged that the holders of Rights would not have an adequate remedy 
at law for any breach of this Agreement and will be entitled to specific 
performance of the obligations under, and injunctive relief against 
actual or threatened violations of, the obligations of any Person subject 
to this Agreement.
Section 16.     Agreement of Rights Holders.  Every holder of a Right, 
by accepting the same, consents and agrees with the Company and the 
Rights Agent and with every other holder of a Right that:
(a)     prior to the Distribution Date, the Rights will be 
transferable only in connection with the transfer of the Common Shares;
(b)     after the Distribution Date, the Rights Certificates 
are transferable only on the registry books of the Rights Agent if 
surrendered at the office or offices of the Rights Agent designated for 
such purposes, duly endorsed or accompanied by a proper instrument of 
transfer and with the appropriate forms and certificates fully executed; 
and
(c)     subject to Sections 6(a) and 7(f) of this Agreement, 
the Company and the Rights Agent may deem and treat the person in whose 
name the Rights Certificate (or, prior to the Distribution Date, the 
associated Common Shares certificate) is registered as the absolute owner 
thereof and of the Rights evidenced thereby (notwithstanding any 
notations of ownership or writing on the Rights Certificates or the 
associated Common Shares certificate made by anyone other than the 
Company or the Rights Agent) for all purposes whatsoever, and neither the 
Company nor the Rights Agent shall be affected by any notice to the 
contrary.
Section 17.     Rights Certificate Holder Not Deemed a Stockholder.  No 
holder, as such, of any Rights Certificate shall be entitled to vote, 
receive dividends or be deemed for any purpose the holder of the 
Preferred Shares or any other securities of the Company which may at any 
time be issuable on the exercise of the Rights represented thereby, nor 
shall anything contained herein or in any Rights Certificate be construed 
to confer upon the holder of any Rights Certificate, as such, any of the 
rights of a stockholder of the Company or any right to vote for the 
election of directors or upon any matter submitted to stockholders at any 
meeting thereof, or to give or withhold consent to any corporate action, 
or to receive notice of meetings or other actions affecting stockholders 
(except as provided in Section 25 of this Agreement), or to receive 
dividends or subscription rights, or otherwise, until the Right or Rights 
evidenced by such Rights Certificate shall have been exercised in 
accordance with the provisions of this Agreement.
Section 18.     Concerning the Rights Agent.
(a)     The Company agrees to pay to the Rights Agent 
reasonable compensation for all services rendered by it hereunder and, 
from time to time, on demand of the Rights Agent, its reasonable expenses 
and counsel fees and other disbursements incurred in the administration 
and execution of this Agreement and the exercise and performance of its 
duties hereunder.  The Company also agrees to indemnify the Rights Agent 
for, and to hold it harmless against, any loss, liability or expense, 
incurred without negligence, bad faith or willful misconduct on the part 
of the Rights Agent, for anything done or omitted by the Rights Agent in 
connection with the acceptance and administration of this Agreement, 
including the costs and expenses of defending against any claim of 
liability in the premises.
(b)     The Rights Agent shall be protected and shall incur no 
liability for, or in respect of any action taken, suffered or omitted by 
it in connection with, its administration of this Agreement in reliance 
upon any Rights Certificate or certificate for the Common Shares or for 
other securities of the Company, instrument of assignment or transfer, 
power of attorney, endorsement, affidavit, letter, notice, direction, 
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 of this Agreement.
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 shareholder 
services business of the Rights Agent or any successor Rights Agent, 
shall be the successor to the Rights Agent under this Agreement without 
the execution or filing of any paper or any further act on the part of 
any of the parties to this Agreement; provided, however, that such 
corporation would be eligible for appointment as a successor Rights Agent 
under the provisions of Section 21 of this Agreement.  In case at the 
time such successor Rights Agent shall succeed to the agency created by 
this Agreement, any of the Rights Certificates shall have been 
countersigned but not delivered, any such successor Rights Agent may 
adopt the countersignature of the predecessor Rights Agent and deliver 
such Rights Certificates so countersigned; and in case at that time any 
of the Rights Certificates shall not have been countersigned, any 
successor Rights Agent may countersign such Rights Certificates either in 
the name of the predecessor Rights Agent or in the name of the successor 
Rights Agent; and in all such cases such Rights Certificates shall have 
the full force provided in the Rights Certificates and in this Agreement.
(b)     In case at any time the name of the Rights Agent shall 
be changed and at such time any of the Rights Certificates shall have 
been countersigned but not delivered, the Rights Agent may adopt the 
countersignature under its prior name and deliver Rights Certificates so 
countersigned; and in case at that time any of the Rights Certificates 
shall not have been countersigned, the Rights Agent may countersign such 
Rights Certificates either in its prior name or in its changed name; and 
in all such cases such Rights Certificates shall have the full force 
provided in the Rights Certificates and in this Agreement.
Section 20.     Duties of Rights Agent.  The Rights Agent undertakes 
the duties and obligations imposed by this Agreement upon the following 
terms and conditions, by all of which the Company and the holders of 
Rights Certificates, by their acceptance thereof, shall be bound:
(a)     The Rights Agent may consult with legal counsel (who 
may be legal counsel for the Company), and the opinion or advice 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 or advice.
(b)     Whenever in the performance of its duties under this 
Agreement the Rights Agent shall deem it necessary or desirable that any 
fact or matter (including, without limitation, the identity of any 
Acquiring Person and the determination of "current per share market 
price") be proved or established by the Company prior to taking or 
suffering any action hereunder, such fact or matter (unless other 
evidence in respect thereof be herein specifically prescribed) may be 
deemed to be conclusively proved and established by a certificate signed 
by any one of the Chairman of the Board, the Chief Executive Officer, the 
President, any Vice President, the Chief Financial Officer, the Secretary 
or any Assistant Secretary of the Company and delivered to the Rights 
Agent; and such certificate shall be full authorization to the Rights 
Agent for any action taken or suffered in good faith by it under the 
provisions of this Agreement in reliance upon such certificate.
(c)     The Rights Agent shall be liable hereunder 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 Rights Certificates (except its countersignature thereof) or be 
required to verify the same, but all such statements and recitals are and 
shall be deemed to have been made by the Company only.
(e)     The Rights Agent shall not be under any responsibility 
in respect of the validity of this Agreement or the execution and 
delivery of this Agreement (except the due execution of this Agreement by 
the Rights Agent) or in respect of the validity or execution of any 
Rights Certificate (except its countersignature thereof); nor shall it be 
responsible for any breach by the Company of any covenant or condition 
contained in this Agreement or in any Rights Certificate; nor shall it be 
responsible for any change in the exercisability of the Rights or any 
adjustment in the terms of the Rights (including the manner, method or 
amount thereof) provided for in Sections 3, 11, 13, 23 or 24, or the 
ascertaining of the existence of facts that would require any such change 
or adjustment (except with respect to the exercise of Rights evidenced by 
Rights Certificates after receipt by the Rights Agent of a certificate 
furnished pursuant to Section 12 describing such change or adjustment); 
nor shall it by any act hereunder be deemed to make any representation or 
warranty as to the authorization or reservation of any Preferred Shares 
to be issued pursuant to this Agreement or any Rights Certificate or as 
to whether any Preferred Shares will, when issued, be validly authorized 
and issued, fully paid and nonassessable.
(f)     The Company agrees that it will perform, execute, 
acknowledge and deliver or cause to be performed, executed, acknowledged 
and delivered all such further and other acts, instruments and assurances 
as may reasonably be required by the Rights Agent for the carrying out or 
performing by the Rights Agent of the provisions of this Agreement.
(g)     The Rights Agent is hereby authorized and directed to 
accept instructions with respect to the performance of its duties 
hereunder from any one of the Chairman of the Board, the Chief Executive 
Officer, the President, any Vice President, the Chief Financial Officer, 
the Secretary or any Assistant Secretary of the Company, and to apply to 
such officers for advice or instructions in connection with its duties, 
and it shall not be liable for any action taken or suffered by it in good 
faith in accordance with instructions of any such officer or for any 
delay in acting while waiting for those instructions.  Any application by 
the Rights Agent for written instructions from the Company may, at the 
option of the Rights Agent, set forth in writing any action proposed to 
be taken or omitted by the Rights Agent under this Rights Agreement and 
the date on and/or after which such action shall be taken or such 
omission shall be effective.  The Rights Agent shall not be liable for 
any action taken by, or omission of, the Rights Agent in accordance with 
a proposal included in any such application on or after the date 
specified in such application (which date shall not be less than five (5) 
Business Days after the date any officer of the Company actually receives 
such application, unless any such officer shall have consented in writing 
to an earlier date) unless, prior to taking any such action (or the 
effective date in the case of an omission), the Rights Agent shall have 
received written instructions in response to such application specifying 
the action to be taken or omitted.
(h)     The Rights Agent and any stockholder, director, officer 
or employee of the Rights Agent may buy, sell or deal in any of the 
Rights or other securities of the Company or become pecuniarily 
interested in any transaction in which the Company may be interested, or 
contract with or lend money to the Company or otherwise act as fully and 
freely as though it were not Rights Agent under this Agreement.  Nothing 
herein shall preclude the Rights Agent from acting in any other capacity 
for the Company or for any other legal entity.
(i)     The Rights Agent may execute and exercise any of the 
rights or powers hereby vested in it or perform any duty hereunder either 
itself or by or through its attorneys or agents, and the Rights Agent 
shall not be answerable or accountable for any act, default, neglect or 
misconduct of any such attorneys or agents or for any loss to the Company 
resulting from any such act, default, neglect or misconduct, provided 
reasonable care was exercised in the selection and continued employment 
thereof.
(j)     No provision of this Agreement shall require the Rights 
Agent to expend or risk its own funds or otherwise incur any financial 
liability in the performance of any of its duties hereunder or in the 
exercise of its rights if there shall be reasonable grounds for believing 
that repayment of such funds or adequate indemnification against such 
risk or liability is not reasonably assured to it.
(k)     If, with respect to any Rights Certificate surrendered 
to the Rights Agent for exercise or transfer, the certificate attached to 
the form of assignment or form of election to purchase, as the case may 
be, has either not been completed or indicates an affirmative response to 
clause 1 and/or 2 thereof, the Rights Agent shall not take any further 
action with respect to such requested exercise or transfer without first 
consulting with the Company.
Section 21.     Change of Rights Agent.  The Rights Agent or any 
successor Rights Agent may resign and be discharged from its duties under 
this Agreement upon thirty (30) days' notice in writing mailed to the 
Company and to each transfer agent of the Preferred Shares and the Common 
Shares by registered or certified mail, and to the holders of the Rights 
Certificates by first-class mail.  The Company may remove the Rights 
Agent or any successor Rights Agent upon thirty (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 Preferred Shares and the 
Common Shares by registered or certified mail, and to the holders of the 
Rights Certificates by first-class mail.  If the Rights Agent shall 
resign or be removed or shall otherwise become incapable of acting, the 
Company shall appoint a successor to the Rights Agent.  If the Company 
shall fail to make such appointment within a period of thirty (30) days 
after giving notice of such removal or after it has been notified in 
writing of such resignation or incapacity by the resigning or 
incapacitated Rights Agent or by the holder of a Rights Certificate (who 
shall, with such notice, submit his or her Rights Certificate for 
inspection by the Company), then the registered holder of any Rights 
Certificate may apply to any court of competent jurisdiction for the 
appointment of a new Rights Agent. Any successor Rights Agent, whether 
appointed by the Company or by such a court, shall either (a) be a 
corporation organized and doing business under the laws of the United 
States or of any state of the United States, in good standing, which is 
authorized under such laws to exercise corporate trust or stockholder 
services powers and is subject to supervision or examination by federal 
or state authority and which has at the time of its appointment as Rights 
Agent a combined capital and surplus of at least $50 million or (b) be an 
affiliate of such a corporation.  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 Preferred Shares and the Common Shares, and mail a notice 
thereof in writing to the registered holders of the Rights Certificates.  
Failure to give any notice provided for in this Section 21, however, or 
any defect therein, shall not affect the legality or validity of the 
resignation or removal of the Rights Agent or the appointment of the 
successor Rights Agent, as the case may be.
Section 22.     Issuance of New Rights Certificates.  Notwithstanding 
any of the provisions of this Agreement or of the Rights to the contrary, 
the Company may, at its option, issue new Rights Certificates evidencing 
Rights in such form as may be approved by its Board of Directors to 
reflect any adjustment or change in the Purchase Price and the number or 
kind or class of shares or other securities or property purchasable under 
the Rights Certificates made in accordance with the provisions of this 
Agreement.  In addition, in connection with the issuance or sale of 
Common Shares following the Distribution Date and prior to the redemption 
or expiration of the Rights, the Company (a) shall, with respect to 
Common Shares so issued or sold pursuant to the exercise of stock options 
or under any employee plan or arrangement or upon the exercise, 
conversion or exchange of any convertible subordinated debentures of the 
Company outstanding at the date hereof or upon the exercise, conversion 
or exchange of securities hereinafter issued by the Company and (b) may, 
in any other case, if deemed necessary or appropriate by the Board of 
Directors, issue Rights Certificates representing the appropriate number 
of Rights in connection with such issuance or sale; provided, however, 
that (i) no such Rights Certificate shall be issued and this sentence 
shall be null and void ab initio if, and to the extent that, such 
issuance or this sentence would create a significant risk of or result in 
material adverse tax consequences to the Company or the Person to whom 
such Rights Certificate would be issued or would create a significant 
risk of or result in such options' or employee plans' or arrangements'  
failing to qualify for otherwise available special tax treatment and (ii) 
no such Rights Certificate shall be issued if, and to the extent that, 
appropriate adjustment shall otherwise have been made in lieu of the 
issuance thereof.
Section 23.     Redemption.
(a)     The Company may, at its option and with the approval of 
the Board of Directors, at any time prior to the Close of Business on the 
earlier of (i) the tenth day following the Shares Acquisition Date or 
such later date as may be determined by action of a majority of the Board 
of Directors and publicly announced by the Company or (ii) the Final 
Expiration 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 split, stock dividend or similar transaction occurring 
after the date of this Agreement (such redemption price being herein 
referred to as the "Redemption Price") and the Company may, at its 
option, pay the Redemption Price either in Common Shares (based on the 
current per share market price thereof (as determined pursuant to Section 
11(d) of this Agreement) at the time of redemption) or cash.  Such 
redemption by the Company 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.
(b)     Immediately upon the action of the Board of Directors 
ordering the redemption of the Rights, evidence of which shall have been 
filed with the Rights Agent, and without any further action and without 
any notice, the right to exercise the Rights will terminate and the only 
right thereafter of the holders of Rights shall be to receive the 
Redemption Price.  Within ten (10) days after the action of the Board of 
Directors ordering the redemption of the Rights, the Company shall give 
notice of such redemption to the Rights Agent and the holders of the then 
outstanding Rights by mailing such notice to all such holders at their 
last addresses as they appear upon the registry books of the Rights Agent 
or, prior to the Distribution Date, on the registry books of the transfer 
agent for the Common Shares.  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 of this 
Agreement, and other than in connection with the purchase of Common 
Shares prior to the Distribution Date.
Section 24.     Exchange.
(a)     Subject to applicable laws, rules and regulations, and 
subject to subsection (c) below, the Company may, at its option, by 
majority vote of the Board of Directors, at any time after the occurrence 
of a Triggering Event, exchange all or part of the then outstanding and 
exercisable Rights (which shall not include Rights that have become void 
pursuant to the provisions of Section 7(e) of this Agreement) 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 of this Agreement (such exchange 
ratio being hereinafter referred to as the "Ratio of Exchange").  
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 
ordering the exchange of any Rights pursuant to subsection (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 Ratio of Exchange. The Company shall 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 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 7(e) of this Agreement) held by 
each holder of Rights.
(c)     In the event that there shall not be sufficient Common 
Shares issued but not outstanding or authorized but unissued to permit 
any exchange of Rights as contemplated in accordance with Section 24(a), 
the Company shall either take such action as may be necessary to 
authorize additional Common Shares for issuance upon exchange of the 
Rights or alternatively, at the option of a majority of the Board of 
Directors, with respect to each Right (i) pay cash in an amount equal to 
the Current Value (as hereinafter defined), in lieu of issuing Common 
Shares in exchange therefor, or (ii) issue debt or equity securities or a 
combination thereof, having a value equal to the Current Value, in lieu 
of issuing common Shares in exchange for each such Right, where the value 
of such securities shall be determined by a nationally recognized 
investment banking firm selected by the Board of Directors by majority 
vote of the Board of Directors, or (iii) deliver any combination of cash, 
property, Common Shares and/or other securities having a value equal to 
the Current Value in exchange for each Right.  For purposes of this 
Section 24(c) only, the Current Value shall mean the product of the 
current per share market price of Common Shares (determined pursuant to 
Section 11(d) on the date of the occurrence of the event described above 
in subparagraph (a)) multiplied by the number of Common Shares for which 
the Right otherwise would be exchangeable if there were sufficient shares 
available.  To the extent that the Company determines that some action 
need be taken pursuant to clauses (i), (ii) or (iii) of this Section 
24(c), the Board of Directors may temporarily suspend the exercisability 
of the Rights for a period of up to sixty (60) days following the date on 
which the event described in Section 24(a) shall have occurred, in order 
to seek any authorization of additional Common Shares and/or to decide 
the appropriate form of distribution to be made pursuant to the above 
provision 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.
(d)     The Company shall not be required to issue fractions of 
Common Shares or to distribute certificates that evidence fractional 
Common Shares.  In lieu of such fractional Common Shares, there shall be 
paid to the registered holders of the Rights Certificates with regard to 
which such fractional Common Shares would otherwise be issuable, an 
amount in cash equal to the same fraction of the current per share market 
value of a whole Common Share (as determined pursuant to the second 
sentence of Section 11(d) of this Agreement).
(e)     The Company may, at its option, by majority vote of the 
Board of Directors, at any time before any Person has become an Acquiring 
Person, exchange all or part of the then outstanding Rights for rights of 
substantially equivalent value, as determined reasonably and with good 
faith by the Board of Directors, based upon the advice of one or more 
nationally recognized investment banking firms.
(f)     Immediately upon the action of the Board of Directors 
ordering the exchange of any Rights pursuant to subsection (e) 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 
rights in exchange therefor as has been determined by the Board of 
Directors in accordance with subsection (e) above.  The Company shall 
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 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 transfer agent for the Common 
Shares of the Company.  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 Rights will be effected.
Section 25.     Notice of Certain Events.
(a)     In case the Company shall propose to effect or permit 
to occur any Section 13 Event, the Company shall give notice thereof to 
each holder of Rights in accordance with Section 26 of this Agreement at 
least twenty (20) days prior to occurrence of such Section 13 Event.
(b)     In case any Triggering Event or Section 13 Event shall 
occur, then, in any such case, the Company shall as soon as practicable 
thereafter give to each holder of a Rights Certificate, in accordance 
with Section 26 of this Agreement, a notice of the occurrence of such 
event, which shall specify the event and the consequences of the event to 
holders of Rights under Sections 11(a)(ii) and 13 of this Agreement.
Section 26.     Notices.  Notices or demands authorized by this 
Agreement to be given or made by the Rights Agent or by the holder of any 
Rights Certificate to or on the Company shall be sufficiently given or 
made if sent by first-class mail, postage prepaid, addressed (until 
another address is filed in writing with the Rights Agent) as follows:
Preview Travel, Inc.
747 Front Street
San Francisco, CA 94111
Attention: President

Subject to the provisions of Section 21 hereof, any notice or demand 
authorized by this Agreement to be given or made by the Company or by the 
holder of any Rights Certificate to or on the Rights Agent shall be 
sufficiently given or made if sent by first-class mail, postage prepaid 
addressed (until another address is filed in writing with the Company) as 
follows:
U.S. Stock Transfer Corporation
1745 Gardena Avenue
Glendale, CA  91204
Attn:  Mark Cano

Notices or demands authorized by this Agreement to be given or made by 
the Company or the Rights Agent to or on the holder of any Rights 
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.  Prior to the Distribution 
Date, the Company may supplement or amend this Agreement in any respect 
without the approval of any holders of Rights and the Rights Agent shall, 
if the Company so directs, execute such supplement or amendment.  From 
and after the Distribution Date, the Company and the Rights Agent may 
from time to time supplement or amend this Agreement without the approval 
of any holders of Rights in order to (i) cure any ambiguity, (ii) correct 
or supplement any provision contained herein which may be defective or 
inconsistent with any other provisions herein, (iii) shorten or lengthen 
any time period hereunder or (iv) change or supplement the provisions 
hereunder in any manner that the Company may deem necessary or desirable 
and that shall not adversely affect the interests of the holders of 
Rights (other than an Acquiring Person or an Affiliate or Associate of an 
Acquiring Person); provided, this Agreement may not be supplemented or 
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a 
time period relating to when the Rights may be redeemed at such time as 
the Rights are not then redeemable or (B) any other time period unless 
such lengthening is for the purpose of protecting, enhancing or 
clarifying the rights of, and/or the benefits to, the holders of Rights.  
Upon the delivery of a certificate from an appropriate officer of the 
Company that states that the proposed supplement or amendment is in 
compliance with the terms of this Section 27, the Rights Agent shall 
execute such supplement or amendment.  Prior to the Distribution Date, 
the interests of the holders of Rights shall be deemed coincident with 
the interests of the holders of Common Shares.
Section 28.     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.     Determinations and Actions by the Board of Directors, 
etc.   For all purposes of this Agreement, any calculation of the number 
of Common Shares outstanding at any particular time, including for 
purposes of determining the particular percentage of such outstanding 
Common Shares of which any Person is the Beneficial Owner, shall be made 
in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the 
General Rules and Regulations under the Exchange Act.  The Board of 
Directors shall have the exclusive power and authority to administer this 
Agreement and to exercise all rights and powers specifically granted to 
the Board of Directors, or the Company, or as may be necessary or 
advisable in the administration of this Agreement, including, without 
limitation, the right and power to (i) interpret the provisions of this 
Agreement and (ii) make all determinations deemed necessary or advisable 
for the administration of this Agreement (including a determination to 
redeem or not redeem the Rights or to amend the Agreement).  All such 
actions, calculations, interpretations and determinations (including, for 
purposes of clause (y) below, all omissions with respect to the 
foregoing) which are done or made by the Board of Directors in good 
faith, shall (x) be final, conclusive and binding on the Company, the 
Rights Agent, the holders of the Rights Certificates and all other 
parties and (y) not subject the Board of Directors to any liability to 
the holders of the Rights.
Section 30.     Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any Person 
other than the Company, the Rights Agent and the registered holders of 
the Rights Certificates (and, prior to the Distribution Date, the Common 
Shares) any legal or equitable right, remedy or claim under this 
Agreement; but this Agreement shall be for the sole and exclusive benefit 
of the Company, the Rights Agent and the registered holders of the Rights 
Certificates (and, prior to the Distribution Date, the Common Shares).
Section 31.     Severability.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent 
jurisdiction or other authority to be invalid, void or unenforceable, the 
remainder of the terms, provisions, covenants and restrictions of this 
Agreement shall remain in full force and effect and shall in no way be 
affected, impaired or invalidated; provided, however, that 
notwithstanding anything in this Agreement to the contrary, if any such 
term, provision, covenant or restriction is held by such court or 
authority to be invalid, void or unenforceable and the Board of Directors 
determines in its good faith judgment that severing the invalid language 
from this Agreement would adversely affect the purpose or effect of this 
Agreement, the right of redemption set forth in Section 23 of this 
Agreement shall be reinstated and shall not expire until the close of 
business on the tenth day following the date of such determination by the 
Board of Directors.
Section 32.     Governing Law.  This Agreement and each Right and each 
Rights Certificate issued hereunder shall be deemed to be a contract made 
under the laws of the State of Delaware and for all purposes shall be 
governed by and construed in accordance with the laws of such State 
applicable to contracts to be made and performed entirely within such 
State.
Section 33.     Counterparts.  This Agreement may be executed in any 
number of counterparts and each of such counterparts shall for all 
purposes be deemed to be an original, and all such counterparts shall 
together constitute but one and the same instrument.
Section 34.     Descriptive Headings.  Descriptive headings of the 
several Sections of this Agreement are inserted for convenience only and 
shall not control or affect the meaning or construction of any of the 
provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Preferred 
Shares Rights Agreement to be duly executed as of the day and year first 
above written.
PREVIEW TRAVEL, INC.

        By:     /s/ Kenneth Pelowski    
Name:  Kenneth Pelowski
Title:  Executive Vice President and 
        Chief Financial Officer


U.S. STOCK TRANSFER CORPORATION


        By:     /s/ Mark Cano   
Name:  Mark Cano
Title:  Assistant Vice President

EXHIBIT A
CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
AND PRIVILEGES OF
SERIES A PARTICIPATING PREFERRED STOCK 
OF
PREVIEW TRAVEL, INC.

Pursuant to Section 151 of the General Corporation Law of the State of 
Delaware
I, Kenneth Pelowski, the Executive Vice President and Chief 
Financial Officer of Preview Travel, Inc., a corporation organized and 
existing under the General Corporation Law of the State of Delaware, in 
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of 
Directors by the Certificate of Incorporation of the said Corporation, 
the said Board of Directors on October 28, 1998 adopted the following 
resolution creating a series of shares of Preferred Stock designated as 
Series A Participating Preferred Stock:
"RESOLVED, that pursuant to the authority vested in the Board of 
Directors of the corporation by the Certificate of Incorporation, the 
Board of Directors does hereby provide for the issue of a Series of 
Preferred Stock, $0.001 par value, of the Corporation, to be designated 
"Series A Participating Preferred Stock", initially consisting of one 
hundred thousand (100,000) shares and to the extent that the 
designations, powers, preferences and relative and other special rights 
and the qualifications, limitations and restrictions of the Series A 
Participating Preferred Stock are not stated and expressed in the 
Certificate of Incorporation, does hereby fix and herein state and 
express such designations, powers, preferences and relative and other 
special rights and the qualifications, limitations and restrictions 
thereof, as follows (all terms used herein which are defined in the 
Certificate of Incorporation shall be deemed to have the meanings 
provided therein):
Section 1.      Designation and Amount.  The shares of such series 
shall be designated as "Series A Participating Preferred Stock", par 
value $0.001 per share, and the number of shares constituting such series 
shall be one hundred thousand (100,000).
Section 2.      Dividends and Distributions.
(A)     Subject to the prior and superior right of the holders 
of any shares of any series of Preferred Stock ranking prior and superior 
to the shares of Series A Participating Preferred Stock with respect to 
dividends, the holders of shares of Series A Participating Preferred 
Stock shall be entitled to receive when, as and if declared by the Board 
of Directors out of funds legally available for the purpose, quarterly 
dividends payable in cash on the last day of March, June, September and 
December in each year (each such date being referred to herein as a 
"Quarterly Dividend Payment Date"), commencing on the first Quarterly 
Dividend Payment Date after the first issuance of a share or fraction of 
a share of Series A Participating Preferred Stock, in an amount per share 
(rounded to the nearest cent) equal to, subject to the provision for 
adjustment hereinafter set forth, 1,000 times the aggregate per share 
amount of all cash dividends, and 1,000 times the aggregate per share 
amount (payable in kind) of all non-cash dividends or other distributions 
other than a dividend payable in shares of Common Stock or a subdivision 
of the outstanding shares of Common Stock (by reclassification or 
otherwise), declared on the Common Stock of the Corporation (the "Common 
Stock") since the immediately preceding Quarterly Dividend Payment Date, 
or, with respect to the first Quarterly Dividend Payment Date, since the 
first issuance of any share or fraction of a share of Series A 
Participating Preferred Stock.  In the event the Corporation shall at any 
time after October 28, 1998 (the "Rights Declaration Date") (i) declare 
any dividend on Common Stock payable in shares of Common Stock, (ii) 
subdivide the outstanding Common Stock, or (iii) combine the outstanding 
Common Stock into a smaller number of shares, then in each such case the 
amount to which holders of shares of Series A Participating Preferred 
Stock were entitled immediately prior to such event under the preceding 
sentence shall be adjusted by multiplying such amount by a fraction, the 
numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number 
of shares of Common Stock that were outstanding immediately prior to such 
event.
(B)     The Corporation shall declare a dividend or distri-
bution on the Series A Participating Preferred Stock as provided in 
paragraph (A) above immediately after it declares a dividend or 
distribution on the Common Stock (other than a dividend payable in shares 
of Common Stock).
(C)     Dividends shall begin to accrue and be cumulative on 
outstanding shares of Series A Participating Preferred Stock from the 
Quarterly Dividend Payment Date next preceding the date of issue of such 
shares of Series A Participating Preferred Stock, unless the date of 
issue of such shares is prior to the record date for the first Quarterly 
Dividend Payment Date, in which case dividends on such shares shall begin 
to accrue from the date of issue of such shares, or unless the date of 
issue is a Quarterly Dividend Payment Date or is a date after the record 
date for the determination of holders of shares of Series A Participating 
Preferred Stock entitled to receive a quarterly dividend and before such 
Quarterly Dividend Payment Date, in either of which events such dividends 
shall begin to accrue and be cumulative from such Quarterly Dividend 
Payment Date.  Accrued but unpaid dividends shall not bear interest.  
Dividends paid on the shares of Series A Participating Preferred Stock in 
an amount less than the total amount of such dividends at the time 
accrued and payable on such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at the time outstanding.  The 
Board of Directors may fix a record date for the determination of holders 
of shares of Series A Participating Preferred Stock entitled to receive 
payment of a dividend or distribution declared thereon, which record date 
shall be no more than 30 days prior to the date fixed for the payment 
thereof.
Section 3.      Voting Rights.  The holders of shares of Series A 
Participating Preferred Stock shall have the following voting rights:
(A)     Subject to the provision for adjustment hereinafter set 
forth, each share of Series A Participating Preferred Stock shall entitle 
the holder thereof to 1,000 votes on all matters submitted to a vote of 
the stockholders of the Corporation.  In the event the Corporation shall 
at any time after the Rights Declaration Date (i) declare any dividend on 
Common Stock payable in shares of Common Stock, (ii) subdivide the 
outstanding Common Stock, or (iii) combine the outstanding Common Stock 
into a smaller number of shares, then in each such case the number of 
votes per share to which holders of shares of Series A Participating 
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 or by law, the 
holders of shares of Series A Participating Preferred Stock and the 
holders of shares of Common Stock shall vote together as one class on all 
matters submitted to a vote of stockholders of the Corporation.
(C)     Except as required by law, holders of Series A 
Participating Preferred Stock shall have no special voting rights and 
their consent shall not be required (except to the extent they are 
entitled to vote with holders of Common Stock as set forth herein) for 
taking any corporate action.
Section 4.      Certain Restrictions.
(A)     The Corporation shall not declare any dividend on, make 
any distribution on, or redeem or purchase or otherwise acquire for 
consideration any shares of Common Stock after the first issuance of a 
share or fraction of a share of Series A Participating Preferred Stock 
unless concurrently therewith it shall declare a dividend on the Series A 
Participating Preferred Stock as required by Section 2 hereof.
(B)     Whenever quarterly dividends or other dividends or 
distributions payable on the Series A Participating Preferred Stock as 
provided in Section 2 are in arrears, thereafter and until all accrued 
and unpaid dividends and distributions, whether or not declared, on 
shares of Series A Participating Preferred Stock outstanding shall have 
been paid in full, the Corporation shall not:
(i)     declare or pay dividends on, make any other 
distributions on, or redeem or purchase or otherwise acquire for 
consideration any shares of stock ranking junior (either as to dividends 
or upon liquidation, dissolution or winding up) to the Series A 
Participating Preferred Stock;
(ii)    declare or pay dividends on, make any other 
distributions on any shares of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with Series A 
Participating Preferred Stock, except dividends paid ratably on the 
Series A Participating Preferred Stock and all such parity stock on which 
dividends are payable or in arrears in proportion to the total amounts to 
which the holders of all such shares are then entitled;
(iii)   redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Series 
A Participating Preferred Stock, provided that the Corporation may at any 
time redeem, purchase or otherwise acquire shares of any such parity 
stock in exchange for shares of any stock of the Corporation ranking 
junior (either as to dividends or upon dissolution, liquidation or 
winding up) to the Series A Participating Preferred Stock;
(iv)    purchase or otherwise acquire for consideration 
any shares of Series A Participating Preferred Stock, or any shares of 
stock ranking on a parity with the Series A Participating Preferred 
Stock, except in accordance with a purchase offer made in writing or by 
publication (as determined by the Board of Directors) to all holders of 
such shares upon such terms as the Board of Directors, after 
consideration of the respective annual dividend rates and other relative 
rights and preferences of the respective series and classes, shall 
determine in good faith will result in fair and equitable treatment among 
the respective series or classes.
(C)     The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares 
of stock of the Corporation unless the Corporation could, under paragraph 
(A) of this Section 4, purchase or otherwise acquire such shares at such 
time and in such manner.
Section 5.      Reacquired Shares.  Any shares of Series A 
Participating Preferred Stock purchased or otherwise acquired by the 
Corporation 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 part of a new series of Preferred Stock to be created 
by resolution or resolutions of the Board of Directors, subject to the 
conditions and restrictions on issuance set forth herein.
Section 6.      Liquidation, Dissolution or Winding Up.
(A)     Upon any liquidation (voluntary or otherwise), 
dissolution or winding up of the Corporation, no distribution shall be 
made to the holders of shares of stock ranking junior (either as to 
dividends or upon liquidation, dissolution or winding up) to the Series A 
Participating Preferred Stock unless, prior thereto, the holders of 
shares of Series A Participating Preferred Stock shall have received an 
amount equal to accrued and unpaid dividends and distributions thereon, 
whether or not declared, to the date of such payment, plus an amount 
equal to the greater of (1) $1,000 per share, provided that in the event 
the Corporation does not have sufficient assets, after payment of its 
liabilities and distribution to holders of Preferred Stock ranking prior 
to the Series A Participating Preferred Stock, available to permit 
payment in full of the $1,000 per share amount, the amount required to be 
paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, 
equal the value of the amount of available assets divided by the number 
of outstanding shares of Series A Participating Preferred Stock or (2) 
subject to the provisions for adjustment hereinafter set forth, 1,000 
times the aggregate per share amount to be distributed to the holders of 
Common Stock (the greater of (1) or (2), the "Series A Liquidation 
Preference").  In the event the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Stock payable 
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of 
shares, then in each such case the amount to which holders of shares of 
Series A Participating Preferred Stock were entitled immediately prior to 
such event under clause (2) 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 that were 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)     In the event, however, that there are not sufficient 
assets available to permit payment in full of the Series A Liquidation 
Preference and the liquidation preferences of all other series of 
Preferred Stock, if any, which rank on a parity with the Series A 
Participating Preferred Stock, then such remaining assets shall be 
distributed ratably to the holders of such parity shares in proportion to 
their respective liquidation preferences.
Section 7.      Consolidation, Merger, etc.  In case the Corporation 
shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or any other property, 
then in any such case the shares of Series A Participating Preferred 
Stock shall at the same time be similarly exchanged or changed in an 
amount per share (subject to the provision for adjustment hereinafter set 
forth) equal to 1,000 times the aggregate amount of stock, securities, 
cash and/or any other property (payable in kind), as the case may be, 
into which or for which each share of Common Stock is changed or 
exchanged.  In the event the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Stock payable 
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of 
shares, then in each such case the amount set forth in the preceding 
sentence with respect to the exchange or change of shares of Series A 
Participating Preferred Stock shall be adjusted by multiplying such 
amount by a fraction, the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the denominator 
of which is the number of shares of Common Stock that were outstanding 
immediately prior to such event.
Section 8.      No Redemption.  The shares of Series A Participating 
Preferred Stock shall not be redeemable.
Section 9.      Ranking.  The Series A Participating Preferred Stock 
shall rank junior to all other series of the Corporation's Preferred 
Stock as to the payment of dividends and the distribution of assets, 
unless the terms of any such series shall provide otherwise.
Section 10.     Amendment.  The Certificate of Incorporation of the 
Corporation shall not be further amended in any manner which would 
materially alter or change the powers, preference or special rights of 
the Series A Participating Preferred Stock so as to affect them adversely 
without the affirmative vote of the holders of a majority or more of the 
outstanding shares of Series A Participating Preferred Stock, voting 
separately as a class.
Section 11.     Fractional Shares.  Series A Participating Preferred 
Stock may be issued in fractions of a share which shall entitle the 
holder, in proportion to such holder's fractional shares, to exercise 
voting rights, receive dividends, participate in distributions and to 
have the benefit of all other rights of holders of Series A Participating 
Preferred Stock."
        IN WITNESS WHEREOF, we have executed and subscribed this 
Certificate and do affirm the foregoing as true under the penalties of 
perjury this 29th day of October, 1998.  

        /s/ Kenneth Pelowski    
Kenneth Pelowski, Executive Vice 
President and
Chief Financial Officer




EXHIBIT B
FORM OF RIGHTS CERTIFICATE
Certificate No. R-____________
Rights
NOT  EXERCISABLE  AFTER OCTOBER 28, 2008 OR EARLIER IF 
TERMINATED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO 
REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT  
ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS  AGREEMENT. UNDER  
CERTAIN  CIRCUMSTANCES, RIGHTS  BENEFICIALLY  OWNED  BY AN  
ACQUIRING  PERSON  OR  AN  AFFILIATE  OR  ASSOCIATE  OF  AN 
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS 
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY 
BECOME NULL AND VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS 
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO 
WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR 
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS  ARE  DEFINED  
IN  THE  RIGHTS  AGREEMENT).  ACCORDINGLY, THIS  RIGHTS  
CERTIFICATE  AND  THE  RIGHTS  REPRESENTED  HEREBY MAY BECOME 
NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) 
OF SUCH RIGHTS AGREEMENT.*]
RIGHTS 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 Preferred Shares Rights Agreement, dated 
as of October 29, 1998 (the "Rights Agreement"), between Preview Travel, 
Inc., a Delaware corporation (the "Company"), and U.S. Stock Transfer 
Corporation (the "Rights Agent"), to purchase from the Company at any 
time after the Distribution Date (as such term is defined in the Rights 
Agreement) and prior to 5:00 P.M., San Francisco, California time, on 
October 28, 2008, at the office of the Rights Agent designated for such 
purpose, or at the office of its successor as Rights Agent, one one-
thousandth (1/1,000) of a fully paid non-assessable share of Series A 
Participating Preferred Stock (the "Preferred Shares"), of the Company, 
at a purchase price of $100.00 per one-thousandth of a Preferred Share 
(the "Purchase Price"), upon presentation and surrender of this Rights 
Certificate with the Form of Election to Purchase and related Certificate 
duly executed.  The number of Rights evidenced by this Rights Certificate 
(and the number of one-thousandths of a Preferred Share which may be 
purchased upon exercise hereof) 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 and kind of Preferred Shares or other 
securities which may be purchased upon the exercise of the Rights 
evidenced by this Rights Certificate are subject to modification and 
adjustment upon the happening of certain events.
This Rights Certificate is subject to all of the terms, provisions 
and conditions of the Rights Agreement, 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 Rights Certificates, which limitations of rights include the 
temporary suspension of the exercisability of such Rights under the 
specific circumstances set forth in the Rights Agreement.  Copies of the 
Rights Agreement are on file at the principal executive offices of the 
Company and the above-mentioned office of the Rights Agent.
Subject to the provisions of the Rights Agreement, the Rights 
evidenced by this Rights Certificate (i) may be redeemed by the Company, 
at its option, at a redemption price of $.01 per Right or (ii) may be 
exchanged by the Company in whole or in part for Common Shares, 
substantially equivalent rights or other consideration as determined by 
the Company.
This Rights Certificate, with or without other Rights Certificates, 
upon surrender at the office of the Rights Agent designated for such 
purpose, may be exchanged for another Rights Certificate or Rights 
Certificates of like tenor and date evidencing Rights entitling the 
holder to purchase a like aggregate amount of securities as the Rights 
evidenced by the Rights Certificate or Rights Certificates surrendered 
shall have entitled such holder to purchase.  If this Rights Certificate 
shall be exercised in part, the holder shall be entitled to receive upon 
surrender hereof another Rights Certificate or Rights Certificates for 
the number of whole Rights not exercised.
No fractional portion less than integral multiples of one one-
thousandth of a Preferred Share will be issued upon the exercise of any 
Right or Rights evidenced hereby but in lieu thereof a cash payment will 
be made, as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled to 
vote or receive dividends or be deemed for any purpose the holder of the 
Preferred Shares or of any other securities of the Company which may at 
any time be issuable on the exercise hereof, nor shall anything contained 
in the Rights Agreement or herein be construed to confer upon the holder 
hereof, as such, any of the rights of a stockholder of the Company or any 
right to vote for the election of directors or upon any matter submitted 
to stockholders at any meeting thereof, or to give or withhold consent to 
any corporate action, or to receive notice of meetings or other actions 
affecting stockholders (except as provided in the Rights Agreement), or 
to receive dividends or subscription rights, or otherwise, until the 
Right or Rights evidenced by this Rights Certificate shall have been 
exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any 
purpose until it shall have been countersigned by the Rights Agent.


WITNESS the facsimile signature of the proper officers of the 
Company and its corporate seal.  Dated as of _______________ , 19__.

ATTEST:                                         PREVIEW TRAVEL, INC.

                                                        By:

               Secretary                                                     
President



Countersigned:
U.S. Stock Transfer Corporation

as Rights Agent
By:                                             
         Authorized Signature

FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to 
transfer the Rights Certificate)

FOR VALUE RECEIVED                                            hereby 
sells, assigns and transfers unto                 

(Please print name and address of transferee)

         this Rights Certificate, together with all right, title and 
interest therein, and does hereby irrevocably constitute and appoint    
Attorney, to transfer the Rights Certificate on 
the books of the within-named Company, with full power of substitution.
Dated:                                          , 19__


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., a commercial bank or trust company having an 
office or correspondent in the United States or any other member of a 
medallion signature guarantee program approved by the Securities Transfer 
Association.

CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes that:
(1) this Rights Certificate [  ]  is [  ]  is not being sold, 
assigned and transferred by or on behalf of a Person who is or was an 
Acquiring Person, or an Affiliate or Associate of any such Person (as 
such terms are defined in the Rights Agreement);
(2) after due inquiry and to the best knowledge of the 
undersigned, it [  ] did 
[  ] did not acquire the Rights evidenced by this Rights Certificate from 
any Person who is, was or subsequently became an Acquiring Person or an 
Affiliate or Associate of any such Person.
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., a commercial bank or trust company having an 
office or correspondent in the United States or any other member of a 
medallion signature guarantee program approved by the Securities Transfer 
Association.

Form of Reverse Side of Rights Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise the Rights Certificate)

To:                                             
The undersigned hereby irrevocably elects to exercise           
                         Rights represented by this Rights Certificate to 
purchase the number of one-thousandths of a Preferred Share issuable upon 
the exercise of such Rights and requests that certificates for such 
number of one-thousandths of a Preferred Share be issued in the name of:
Please insert social security or other identifying number

         (Please print name and address)


If such number of Rights shall not be all the Rights evidenced by this 
Rights Certificate, a new Rights Certificate for the balance 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., a commercial bank or trust company having an 
office or correspondent in the United States or any other member of a 
medallion signature guarantee program approved by the Securities Transfer 
Association.

CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes 
that:
(1) the Rights evidenced by this Rights Certificate [  ] are 
[  ] are not being exercised by or on behalf of a Person who is or was an 
Acquiring Person or an Affiliate or Associate of any such Person (as such 
terms are defined in the Rights Agreement);
(2) after due inquiry and to the best knowledge of the 
undersigned, it [  ] did
[  ] did not acquire the Rights evidenced by this Rights Certificate from 
any Person who is, was or subsequently became an Acquiring Person or an 
Affiliate or Associate of any such Person.
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., a commercial bank or trust company having an 
office or correspondent in the United States or any other member of a 
medallion signature guarantee program approved by the Securities Transfer 
Association.


Form of Reverse Side of Rights Certificate -- continued
NOTICE
The signature in the foregoing Forms of Assignment and Election 
must conform to the name as written upon the face of this Rights 
Certificate in every particular, without alteration or enlargement or any 
change whatsoever.


EXHIBIT C

PREVIEW TRAVEL, INC.

STOCKHOLDER RIGHTS PLAN 

Summary of Rights


Distribution and 
Transfer of 
Rights; Rights 
Certificate:
The Board of Directors has declared a dividend of one 
Right for each share of Common Stock of Preview Travel, 
Inc. (the "Company") outstanding.  Prior to the 
Distribution Date referred to below, the Rights will be 
evidenced by and trade with the certificates for the 
Common Stock.  After the Distribution Date, the Company 
will mail Rights certificates to the Company's 
stockholders and the Rights will become transferable 
apart from the Common Stock.
Distribution Date:
Rights will separate from the Common Stock and become 
exercisable following the tenth day (or such later date 
as may be determined by a majority the Company's Board 
of Directors) after a person or group (a) acquires 
beneficial ownership of 20% or more of the Company's 
Common Stock, or (b) announces a tender or exchange 
offer, the consummation of which would result in 
ownership by a person or group of 20% or more of the 
Company's Common Stock (the "Distribution Date").
Preferred Stock 
Purchasable Upon 
Exercise of 
Rights:
After the Distribution Date, each Right will entitle 
the holder to purchase, for $100.00, a fraction of a 
share of the Company's Preferred Stock with economic 
terms similar to that of one share of the Company's 
Common Stock.
Flip-In:
If an acquiror (an "Acquiring Person") obtains 20% or 
more of the Company's Common Stock (other than pursuant 
to a tender offer deemed fair by the Board of Directors 
(a "Permitted Offer"), then each Right (other than 
Rights owned by an Acquiring Person or its affiliates) 
will entitle the holder thereof to purchase, for the 
exercise price, a number of shares of the Company's 
Common Stock having a then current market value of 
twice the exercise price.
Flip-Over:
If, after the Shares Acquisition Date (defined below), 
(a) the Company merges into another entity, (b) an 
acquiring entity merges into the Company or (c) the 
Company sells more than 50% of the Company's assets or 
earning power, then each Right (other than Rights owned 
by an Acquiring Person or its affiliates) will entitle 
the holder thereof to purchase, for the exercise price, 
a number of shares of Common Stock of the person 
engaging in the transaction having a then current 
market value of twice the exercise price (unless the 
transaction satisfies certain conditions and is 
consummated with a person who acquired shares pursuant 
to a Permitted Offer, in which case the Rights will 
expire).
Exchange 
Provision:
At any time after an event triggering the flip-in or 
flip-over rights and prior to the acquisition by the 
Acquiring Person of 50% or more of the outstanding 
Common Stock, the Board of Directors of the Company may 
exchange the Rights (other than Rights owned by the 
Acquiring Person or its affiliates), in whole or in 
part, at an exchange ratio of one share of Common Stock 
per Right (subject to adjustment).
Redemption of
the Rights:
Rights will be redeemable at the Company's option for 
$0.01 per Right at any time on or prior to the tenth 
day (or such later date as may be determined by a 
majority of the Board of Directors) after public 
announcement that a person has acquired beneficial 
ownership of 20% or more of the Company's Common Stock 
(the "Shares Acquisition Date").
Expiration of
the Rights:
The Rights expire on the earliest of (a) October 
28, 2008, (b) exchange or redemption of the Rights as 
described above or (c) consummation of a merger or 
consolidation or sale of assets resulting in expiration 
of the Rights as described above.
Amendment of Terms
of Rights:
The terms of the Rights and the Rights Agreement may be 
amended in any respect without the consent of the 
Rights holders on or prior to the Distribution Date; 
thereafter, the terms of the Rights and the Rights 
Agreement may be amended without the consent of the 
Rights holders in order to cure any ambiguities or to 
make changes which do not adversely affect the 
interests of Rights holders (other than the Acquiring 
Person).
Voting Rights:
Rights will not have any voting rights.
Anti-Dilution
Provisions:
Rights will have the benefit of certain customary anti-
dilution provisions.
Taxes:
The Rights distribution should not be taxable for 
federal income tax purposes.  However, following an 
event which renders the Rights exercisable or upon 
redemption of the Rights, stockholders may recognize 
taxable income.

The foregoing is a summary of certain principal terms of the Stockholder 
Rights Plan only and is qualified in its entirety by reference to the 
detailed terms of the Rights Agreement dated as of October 29, 1998, 
between the Company and the Rights Agent.



* The portion of the legend in bracket shall be inserted only if
applicable and shall replace the preceding sentence.