EXHIBIT 4.2


                             AMENDMENT NUMBER ONE TO
                      AMENDED AND RESTATED RIGHTS AGREEMENT

     This  Amendment  Number  One to Amended and Restated Rights Agreement (this
"AMENDMENT")  is made and entered into as of the 27th day of SEPTEMBER, 2004, by
and  between  Electronic Clearing House, Inc., a Nevada corporation ("COMPANY"),
and  OTR,  Inc.,  an  Oregon  corporation  ("RIGHTS  AGENT").

                                    RECITALS

     A.  Pursuant  to that certain Rights Agreement dated September 30, 1996, by
and  between  the  Company  and the Rights Agent (the "ORIGINAL AGREEMENT"), the
Board  of  Directors  of  the  Company  authorized,  declared  and distributed a
dividend  of  one  preferred  share  purchase  right ("RIGHT") for each share of
Common  Stock  of the Company outstanding on September 30, 1996 ("RECORD DATE"),
each Right representing the right to purchase four one-hundredths of a Preferred
Stock  share, and further authorized and directed the issuance of one Right with
respect  to  each Common Stock share that has or will become outstanding between
the  Record  Date and the earliest of the Distribution Date, the Redemption Date
and  the  Final  Expiration  Date.

     B.  On  January  29, 2003, the Company and the Rights Agent entered into an
Amended  and Restated Rights Agreement (the "AMENDED AGREEMENT") that completely
amended and restated the Original Agreement to, among other matters, clarify the
effects  on  each  Right  of  (i)  dividends  payable  in  common stock and (ii)
subdivisions,  combinations  or  consolidations of Common Stock as the same have
been  declared  and  implemented  by  the  Company  prior  to  January 29, 2003.
Capitalized  terms used but not otherwise defined herein shall have the meanings
ascribed  to  such  terms  in  the  Amended  Agreement.

     C.  Concurrent  with  the  execution of the Amended Agreement, the Board of
Directors  of  the  Company  authorized  and declared, and distributed as of the
January  29,  2003, a second dividend of one preferred share purchase right (the
"SECOND  RIGHT")  for  each  share of Common Stock of the Company outstanding on
January  29,  2003,  each  Second  Right representing the right to purchase four
one-hundredths  of  a  Preferred  Stock share, upon the terms and subject to the
conditions  set  forth  in  the  Amended  Agreement,  and further authorized and
directed  the  issuance  of  one  Second Right with respect to each Common Stock
share  that  has  or  will  become  outstanding between January 29, 2003 and the
earliest  of the Distribution Date, the Redemption Date and the Final Expiration
Date.

     D.  Upon  conclusion  of  its periodic review of the Amended Agreement, the
Board  of  Directors  of  the  Company  has  determined  that  it is in the best
interests of the Company and its stockholders to amend the Amended Agreement to,
among  other  matters,  amend  the  purchase  price of each individual Right and
Second  Right  such  that  each Right and Second Right shall represent a similar
economic  effect  as was intended for such Right and Second Right on January 29,
2003.

     E.  Pursuant to Section 27 of the Amended Agreement, the Board of Directors
has  the power and authority to direct the amendment of the Amended Agreement by
the  Company  and  the Rights Agent, such amendment to be evidenced by a writing
signed  by  both  parties.

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

     1.  AMENDMENT  TO  SECTION  7(b).  Section 7(b) of the Amended Agreement is
hereby  amended  and  restated  to  read  in  its  entirety  as  follows:

          "(b)  The  Purchase  Price  for  each one one-hundredth of a Preferred
     Stock  share  (i)(A) pursuant to the exercise of a Right shall initially be
     $2.00,  and  (B) pursuant to the exercise of a Second Right shall initially
     be  $2.00,  (ii)  shall  be  subject  to  adjustment  from  time to time as


<PAGE>
     provided  in  Sections  11  and  13  hereof or by amendment consistent with
     Section 27 hereof, and (iii) shall be payable in lawful money of the United
     States  of  America  or  otherwise in accordance with paragraph (c) below."

     2.  AMENDMENT  TO EXHIBIT B. Exhibit B attached to the Amended Agreement is
hereby  amended  and  restated  to read in its entirety as provided on Exhibit A
attached  hereto.

     3.  AMENDMENT  TO EXHIBIT C. Exhibit C attached to the Amended Agreement is
hereby  amended  and  restated  to read in its entirety as provided on Exhibit B
attached  hereto.

     4.  RATIFICATION  OF  AMENDED  AGREEMENT.  Except  as  expressly amended or
modified  herein,  all  terms and conditions of the Amended Agreement are hereby
ratified,  confirmed  and approved and shall remain in full force and effect. In
the  event  of  any  conflict  or  inconsistency  between this Amendment and the
Amended  Agreement,  this  Amendment  shall  govern.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment as of
the  date  first  set  forth  above.

ELECTRONIC  CLEARING  HOUSE,  INC.                 OTR,  INC.



By:                                                By:
   JOEL M. BARRY                                   Name:
   Chairman of th  Board and                       Title:
   Chief  Executive  Officer


<PAGE>
                                    EXHIBIT A

     Exhibit B attached to the Amended Agreement is amended and restated to read
in  its  entirety  as  follows:

                                    EXHIBIT B

                           FORM OF RIGHTS CERTIFICATE

CERTIFICATE NO. R                                           ___________  RIGHTS
                                                       ___________ SECOND RIGHTS

NOT  EXERCISABLE  AFTER  SEPTEMBER  30,  2006,  IN THE CASE OF RIGHTS, AND AFTER
JANUARY  29,  2013,  IN  THE  CASE OF SECOND RIGHTS, OR EARLIER IF REDEMPTION OR
EXCHANGE  OCCURS.  THE  RIGHTS  AND  SECOND  RIGHTS ARE SUBJECT TO REDEMPTION AT
$0.001  PER  RIGHT  OR  SECOND RIGHT, AS THE CASE MAY BE, AND TO EXCHANGE ON THE
TERMS  SET  FORTH  IN  THE  RIGHTS  AGREEMENT.

                               RIGHTS CERTIFICATE

                         Electronic Clearing House, Inc.

     This  certifies  that  _______________,  or  registered  assigns,  is  the
registered owner of the number of Rights and Second Rights set forth above, each
of  which  entitles  the  owner  thereof,  subject  to the terms, provisions and
conditions of the Amended and Restated Rights Agreement, dated as of January 29,
2003,  as amended on September 27, 2004 ("Rights Agreement"), between Electronic
Clearing  House,  Inc., a Nevada corporation ("Company"), and OTR, Inc. ("Rights
Agent"),  to  purchase  from the Company at any time after the Distribution Date
(as  such  term  is  defined  in  the  Rights Agreement) prior to 5:00 p.m., Los
Angeles  time,  on  September 30, 2006 in the case of Rights, and on January 29,
2013  in the case of Second Rights, at the principal office of the Rights Agent,
or  at  the  office  of  its successor as Rights Agent, four one-hundredths of a
fully  paid  and non-assessable share of Series A Junior Participating Preferred
Stock  ("Preferred Stock"), of the Company, at a purchase price of $2.00 (in the
case  of  Rights) and $2.00 (in the case of Second Rights) per one one-hundredth
of a Preferred Share ("Purchase Price"), upon presentation and surrender of this
Rights  Certificate  with  the  Form  of Election to Purchase Duly executed. The
number of Rights and Second Rights evidenced by this Rights Certificate (and the
number  of  one  one-hundredth  of a Preferred Share which may be purchased upon
exercise  hereof)  set  forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of September 27, 2004 in the case of Rights and
Second  Rights,  based  on  the  Preferred Stock as constituted at such date. As
provided  in  the  Rights  Agreement,  the  Purchase Price and the number of one
one-hundredth  of  a Preferred Share which may be purchased upon the exercise of
the  Rights  and/or  the  Second 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. Copies of
the  Rights  Agreement  are  on  file  at the principal executive offices of the
Company  and  the  above-mentioned  offices  of  the  Rights  Agent.

     This  Rights  Certificate,  with or without other Rights Certificates, upon
surrender  at  the  principal  office  of the Rights Agent, may be exchanged for
another  Rights  Certificate  or  Rights  Certificates  of  like  tenor and date
evidencing  Rights  and/or Second Rights entitling the holder to purchase a like
aggregate number of Preferred Stock as the Rights and/or Second 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 and/or Second
Rights  not  exercised.


<PAGE>
     Subject to the provisions of the Rights Agreement, the Rights and/or Second
Rights  evidenced  by  this  Certificate (i) may be redeemed by the Company at a
redemption  price  of  $0.001  per Right or Second Right, as the case may be, or
(ii)  may  be exchanged in whole or in part for Preferred Stock or shares of the
Company's  Common  Stock,  no  par  value.

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

     No  holder  of this Rights Certificate shall be entitled to vote or receive
dividends  or  be deemed for any purpose the holder of the Preferred Stock or of
any  other  securities  of  the Company which may at any time be issuable on the
exercise thereof, nor shall anything contained in the Rights Agreement or herein
be  construed  to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon  any matter submitted to shareholders at any meeting thereof, or to give or
withhold  consent  to  any corporate action, or to receive notice of meetings or
other  actions  affecting  shareholders  (except  as  provided  in  the  Rights
Agreement),  or to receive dividends or subscription rights, or otherwise, until
the  Right(s) or Second Right(s) evidenced by this Rights Certificate shall have
been  exercised  as  provided  in  the  Rights  Agreement.

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

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

Dated as of _____________.

ATTEST:                                          COUNTERSIGNED:

ELECTRONIC CLEARING HOUSE, INC.                  OTR,  INC.


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


<PAGE>
                   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 Rights and Second Rights, and all
right,  title  and  interest therein, and does hereby irrevocably constitute and
appoint ____________________ Attorney, to transfer the within Rights Certificate
on  the  books  of  the  within-named  Company, with full power of substitution.

Dated:


Signature:  _____________________

Signature  Guaranteed:


______________________________

Signatures  must  be  guaranteed  by an eligible institution (as defined in Rule
17Ad-15  under  the  Securities  Exchange  Act  of  1934)  which  may  include a
commercial  bank,  trust  company, savings association, credit union or a member
firm  of  the  American  Stock  Exchange, New York Stock Exchange, Pacific Stock
Exchange  or  Midwest  Stock  Exchange.

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


______________________________
Signature


<PAGE>
            Form of Reverse Side of Rights Certificate -- continued

                          FORM OF ELECTION TO PURCHASE

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

To ELECTRONIC CLEARING HOUSE, INC.:

     The  undersigned hereby irrevocably elects to exercise Rights and/or Second
Rights  represented  by  this Rights Certificate to purchase the Preferred Stock
issuable upon the exercise of such Rights and/or Second Rights and requests that
certificates  for  such  Preferred  Stock  be  issued  in  the  name  of:

Please insert social security or other identifying number
______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

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

Please insert social security or other identifying number
______________________________________________________________________________

(Please print name and address)

______________________________________________________________________________

Dated:  _______________


______________________________
Signature

Signature Guaranteed:

______________________________

Signatures  must  be  guaranteed  by an eligible institution (as defined in Rule
17Ad-15  under  the  Securities  Exchange  Act  of  1934)  which  may  include a
commercial  bank,  trust  company, savings association, credit union or a member
firm  of  the  American  Stock  Exchange, New York Stock Exchange, Pacific Stock
Exchange  or  Midwest  Stock  Exchange.

                Form of Reverse Side of Certificate -- continued

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


______________________________
Signature


<PAGE>
                                     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.

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


<PAGE>
                                    EXHIBIT B

     Exhibit  C attached to the Amended Agreement is hereby amended and restated
to  read  in  its  entirety  as  follows:

                                    EXHIBIT C

                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

1.       DISTRIBUTION  OF  RIGHTS: On September 30, 1996, the Board of Directors
(the  "Board")  of  Electronic  Clearing  House,  Inc. ("Company") implemented a
Rights  Agreement  between  the  Company and its stock transfer agent, OTR, Inc.
("Rights  Agent").  The  purpose  of the Rights Agreement was to protect Company
shareholders  in  the event of an unsolicited attempt to acquire the Company for
an  inadequate  price and to protect against abusive practices that do not treat
all  Company  shareholders  equally, such as, among others, partial and two tier
tender  offers,  coercive offers, and creeping stock accumulation programs, etc.
The  Rights  Agreement  was  intended to make the cost of such abusive practices
prohibitive  and  create  an  incentive for a potential acquirer to negotiate in
good  faith with the Board. The Rights Agreement was not intended to prevent all
unsolicited  offers  from  acquiring  the  Company.

     On  June 11, 2001 the Board authorized a 4:1 reverse split of the Company's
Common  Stock.  On  September 11, 2001, the Company's Common Stock began trading
post  reverse split shares, resulting in 5,447,662 shares outstanding as of that
date.  Under the terms of the Rights Agreement, a right ("Right(s)") attached to
all  Common Stock certificates that entitled the shareholder of record, when the
Right  was  exercised,  to  purchase  from the Company, at a price of $0.50, one
one-hundredth  of  a  share of Series A Junior Participating Preferred Stock, no
par  value  (the  "Preferred  Stock"). Each one one-hundredth share of Preferred
stock  carries with it a bundle of rights. As a result of the September 11, 2001
reverse  split,  each Right entitled each shareholder of record to purchase four
one-hundredths  of  a  Preferred  Stock  share  at  a  purchase  price of $0.50.

     On  January  29,  2003,  the  Board  authorized  and adopted an Amended and
Restated  Rights  Agreement (the "Restatement") which was a complete restatement
of,  and  superceded,  the  Rights  Agreement.  The Company and the Rights Agent
executed the Restatement on that date. The purpose of the Restatement was, among
other matters, to (i) clarify the effects on each Right of (a) dividends payable
in  common stock, and (b) subdivisions, combinations or consolidations of Common
Stock, as the same had been declared and implemented by the Company prior to the
effective  date of the Restatement, and (ii) authorize, declare and distribute a
second  dividend  of one preferred share purchase right (the "Second Right") for
each  share  of Common Stock of the Company outstanding on the effective date of
the  Restatement.  The  purpose  of  the  Second Right was to provide additional
protection  to  Company  shareholders  in the event of an unsolicited attempt to
acquire  the  Company  for  an  inadequate  price and to protect against abusive
practices  that  do  not treat all Company shareholders equally. The Restatement
was  intended  to make the cost of such abusive practices prohibitive and create
an incentive for a potential acquirer to negotiate in good faith with the Board.
The  Restatement  was  not  intended  to,  and will not, prevent all unsolicited
offers  to  acquire  the  Company.

     On  September  13,  2004, the Board authorized and adopted Amendment Number
One  to  Amended  and  Restated  Rights  Agreement  (the  "Amendment"), which is
intended  to  amend the Restatement to, among other matters, adjust the purchase
price  of the Rights and Second Rights so that each Right and Second Right could
represent  a  similar  economic effect as was intended for such Right and Second
Right  on  January  29, 2003, the date the Restatement was executed. The Company
and  the  Rights  Agent  executed  the  Amendment  on  September  27,  2004.

     All Rights and Second Rights are issued pursuant to, and will be subject to
the  terms and conditions of, the Restatement, as amended on September 27, 2004.
The  following  is a brief summary of the terms of the Rights and Second Rights.

     Each  Right and Second Right, when exercisable, will entitle the registered
holder  thereof  to  purchase from the Company four one-hundreds (4/100ths) of a
share  of  the  Preferred  Stock  of  the  Company  (the "Preferred Stock") at a
Purchase  Price of $2.00 per one one-hundredth (1/100th) of a share of Preferred
Stock  (the  "Purchase  Price"),


<PAGE>
subject  to  certain  adjustments.  Notwithstanding  this,  the Company may also
provide  for  each  Right  and  Second  Right,  when exercisable, to entitle the
registered  holder  thereof  to  purchase from the Company, in lieu of shares of
Preferred  Stock,  such  number of shares of Common Stock of the Company as will
equal  the result obtained by (x) multiplying the then current Purchase Price by
the  then  number of one one-hundredth of a share of Preferred Stock for which a
Right  or  a  Second Right, as the case may be, is then exercisable and dividing
that  product  by (y) 50% of the current per share market price of the Company's
Common  Stock,  as  determined  in  accordance  with  the  provisions  of  the
Restatement.

2.       EXERCISE  OF  RIGHTS:  The  Rights  and Second Rights will initially be
represented  by  the  certificates  evidencing  the Common Stock and will not be
exercisable,  or transferable apart from the Common Stock, until the earliest to
occur  of  (the  earliest  of  these  dates  is referred to as the "Distribution
Date"):  (i)  10  days  following  the  public  announcement that, without prior
consent  of  the  Board,  a person of group of persons ("Acquiring Person") have
acquired  20%  of  the  outstanding Common Stock ("Stock Acquisition Date"), and
(ii)  at  least  10  business  days  following  the  commencement  of,  or  the
announcement  of  an  intention  to make a tender offer for 20% or more the such
outstanding  Common  Stock.  As  soon  as practicable following the Distribution
Date, Rights Certificates will be mailed to holders of record of Common Stock as
of  the  close  of  business  on the Distribution Date. Such Rights Certificates
alone  will  evidence the Rights and Second Rights, and any Rights and/or Second
Rights  owned  by  an  Acquiring  Person  shall  become null and void. The final
expiration  date  of  all  Rights is September 30, 2006 and all Second Rights is
January 29, 2013, unless the Rights and/or Second Rights are earlier redeemed or
exchanged  by  the  Company.

3.       ANTI-TAKEOVER  PROVISIONS:  Following  the  Stock Acquisition Date, the
Rights  and  Second  Rights would give holders (other than the Acquiring Person,
its  affiliates and transferees) the right to purchase from the Company, for the
Purchase  Price,  that  number  of  one  one-hundredth  (1/100th)  of a share of
Preferred  Stock  (or  Common  Stock  as  described  above,  or  in  certain
circumstances,  cash,  property  or  other  securities  of the Company) having a
market  value  of  approximately  eight times the Purchase Price of the Right or
Second  Right.  Notwithstanding  any  of  the  foregoing,  following  the  Stock
Acquisition  Date,  all  Rights  and  Second  Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring  Person  will  be  null  and  void.

     Further,  in  a merger, consolidation or sale or transfer of 50% or more of
the  consolidated  assets or earning power of the Company, each Right and Second
Right will be converted into the right to purchase, for the Purchase Price, that
number  of  shares  of  common  stock  of  the  surviving  entity or (in certain
circumstances)  its  parent  corporation,  which at the time of such transaction
will  have a market value of approximately eight times the Purchase Price of the
Right  and  Second  Right.

     Preferred  Stock  purchasable  upon  exercise  of  the  Rights  will not be
redeemable.  Each one one-hundredth (1/100th) of a share of Preferred Stock will
be  entitled  to  participating  dividends  per one one-hundredth (1/100th) of a
share  equal  to dividends which may from time to time be declared on a share of
Common  Stock.  In the event of liquidation, the Preferred Stock holders will be
entitled  to  a  preferential liquidation payment. These rights are protected by
customary  anti-dilution  provisions.

4.       REDEMPTION  OF RIGHTS: At any time prior to the earlier to occur of (i)
the  tenth  day after the Stock Acquisition Date, and (ii) the expiration of the
Rights  or  the expiration of the Second Rights, as the case may be, the Company
may  redeem the Rights in whole, but not in part, at a price of $0.001 per Right
and  per  Second Right ("Redemption Price"), or, following the Stock Acquisition
date,  redeem  Rights  and  Second  Rights  in  whole,  but  not in part, at the
Redemption Price providing either (a) the Acquiring person reduces his ownership
to  less than 20% of the Common Stock, or (b) such redemption is incidental to a
merger  or  other business combination transaction involving the Company but not
involving an Acquiring Person. In addition, if an unsolicited offer is made, and
the  Board  determines  that it is fair and in the best interests of the Company
and  its  shareholders, then, pursuant to the terms of the Rights Agreement, the
Board  has  the  authority to redeem the Rights and Second Rights and permit the
offer  to  proceed.  Upon  the  payment  of  the  Redemption Price, the right to
exercise  any  Right  or  any  Second  Right  will  terminate.

5.       EXCHANGE:  At any time prior to or after the acquisition by a person or
group  of  affiliated or associated persons of 20% or more of outstanding Common
Stock  (but  before  such  persons  acquire  50%  or  more  of  such


<PAGE>
stock), the Board may exchange Rights and/or Second Rights, in whole or in part,
at  an  exchange  ratio  of  one  share of Common Stock per Right and per Second
Right.

6.       VOTING  OR DIVIDEND RIGHTS: Until a Right or Second Right is exercised,
the  holder  of  a Right and/or Second Right will not, by reason of being such a
holder,  have  rights  as  a  Company  stockholder.

7.       ADJUSTMENT/AMENDMENT:  The  purchase price, manner of exercising Rights
and  Second  Rights, number of Rights and Second Rights, terms of the Rights and
Second  Rights,  number  of  one  one-hundredths  of  a share of Preferred Stock
issuable  upon  exercise of a Right or a Second Right, are subject to adjustment
and  amendment  without  the  consent of the holders of the Rights and/or Second
Rights,  in  any  manner  by  the  Board for business purposes, i.e., preventing
dilution,  adjustment  in the event of a stock split, declaration of a dividend,
etc.,  except  that  from and after such time as any person becomes an Acquiring
Person,  or  after  the  Distribution  Date, no such adjustment or amendment may
adversely  affect  the  interests  of the holders of the Rights or of the Second
Rights.

8.       RIGHTS AGREEMENT: Copies  of  the  Rights Agreement and Restatement and
any  amendments  thereto,  as filed with the Securities and Exchange Commission,
are  available  free of charge from the Company. This summary description of the
Rights and Second Rights does not purport to be complete and is qualified in its
entirety  by  reference to the Rights Agreement and the Restatement, as amended.


<PAGE>