EXHIBIT 10.8



                          SHAREHOLDER RIGHTS AGREEMENT

                                     BETWEEN

                            THORNBURG MORTGAGE, INC.

                                       AND

                          MELLON INVESTOR SERVICES LLC
                                 AS RIGHTS AGENT

                          DATED AS OF JANUARY 25, 2001



<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

     PAGE
<S>             <C>                                                            <C>
Section  1.     Certain  Definitions. . . . . . . . . . . . . . . . . . . . . .  1
Section  2.     Appointment  of  Rights  Agent. . . . . . . . . . . . . . . . .  5
Section  3.     Issuance  of  Right  Certificates . . . . . . . . . . . . . . .  6
Section  4.     Form  of  Right  Certificates . . . . . . . . . . . . . . . . .  7
Section  5.     Countersignature  and  Registration . . . . . . . . . . . . . .  8
Section  6.     Transfer,  Split  Up,  Combination  and  Exchange  of Right
                Certificates;  Mutilated,  Destroyed,  Lost or Stolen Right
                Certificates. . . . . . . . . . . . . . . . . . . . . . . . . .  9
Section  7.     Exercise of Rights; Exercise Price; Expiration Date of Rights.
                . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section  8.     Cancellation  and  Destruction  of  Right  Certificates. . . .  12
Section  9.     Reservation  and  Availability  of  Preferred  Stock . . . . .  12
Section  10.    Preferred  Stock  Record  Date. . . . . . . . . . . . . .  . .  13
Section  11.    Adjustment  of  Exercise  Price,  Number  and Kind of Shares or
                Number  of  Rights. . . . . . . . . . . . . . . . . . . . . .   14
Section  12.    Certificate  of  Adjusted  Exercise Price or Number of Shares.
                . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section  13.    Consolidation, Merger or Sale or Transfer of Assets or Earning
                Power.  . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
Section  14.    Fractional  Rights  and  Fractional  Shares. . . . . . . . . .  25
Section  15.    Rights  of  Action. . . . . . . . . . . . . . . . . . . . .  .  26
Section  16.    Agreement  of  Right  Holders. . . . . . . . . . . . . . . . .  26
Section  17.    Right  Certificate Holder Not Considered a Shareholder . . . .  27
Section  18.    Concerning  the  Rights  Agent. . . . . . . . . . . . . . .  .  27
Section  19.    Merger  or  Consolidation  or  Change of Name of Rights Agent.
                . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section  20.    Duties  of  Rights  Agent. . . . . . . . . . . . . . . . . . .  29
Section  21.    Change  of  Rights  Agent. . . . . . . . . . . . . . . . . . .  31
Section  22.    Issuance  of  New  Right  Certificates. . . . . . . . . . . .   32
Section  23.    Redemption. . . . . . . . . . . . . . . . . .. . . . . . . . .  32
Section  24.    Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . .   33
Section  25.    Notice  of  Certain  Events. . . . . . . . . . . . . . . . . .  34
Section  26.    Notices. . . . . . . . . . . . . . . . . .. . . . . . . . . .   35
Section  27.    Supplements  and  Amendments. . . . . . . . . . . . . . . . .   36
Section  28.    Successors. . . . . . . . . . . . . . . . . .. . . . . . . . .  37
Section  29.    Determinations  and  Actions by the Board of Directors. . . .   37
Section  30.    Benefits  of  this  Agreement. . . . . . . . . . . . . . . . .  37
Section  31.    Severability. . . . . . . . . . . . . . . . . .. . . . . . . .  37
Section  32.    Governing  Law. . . . . . . . . . . . . . . . . .. . . . . . .  38
Section  33.    Counterparts. . . . . . . . . . . . . . . . . .. . . . . . . .  38
Section  34.    Descriptive  Headings. . . . . . . . . . . . . . . . . . . . .  38
Section  35.    Interpretations;  Absence  of  Presumption. . . . . . . . . .   38

EXHIBITS

Exhibit  A     Form  of  Articles  Supplementary  of  Preferred  Stock
Exhibit  B     Form  of  Right  Certificate
Exhibit  C     Summary  of  Rights  to  Purchase  Preferred  Stock
</TABLE>


                                       i
<PAGE>
                          SHAREHOLDER RIGHTS AGREEMENT

     THIS  SHAREHOLDER  RIGHTS AGREEMENT (this "Agreement"), dated as of January
25,  2001,  is  by  and between Thornburg Mortgage, Inc., a Maryland corporation
(the  "Company"),  and  Mellon  Investor  Services  LLC,  a  New  Jersey limited
liability  company  (the  "Rights  Agent").

                                    RECITALS:

     WHEREAS,  the  Board of Directors of the Company (the "Board of Directors")
desires  to  provide shareholders of the Company with the opportunity to benefit
from  the  long-term  prospects  and  value  of  the  Company and to ensure that
shareholders of the Company receive fair and equal treatment in the event of any
proposed  takeover  of  the  Company;

     WHEREAS,  effective  as  of  January  25,  2001, the Board of Directors (i)
authorized and declared a dividend distribution of one Right (as defined herein)
for each share of Common Stock (as defined herein) of the Company outstanding as
of  the  Close  of  Business  (as  defined herein) on April 6, 2001 (the "Record
Date"),  and  (ii) authorized the issuance of one Right for each share of Common
Stock  issued  (whether  originally  issued or sold from the Company's treasury)
between  the  Record  Date  and  the  earlier  of  the  Distribution Date or the
Expiration  Date (as defined herein), with each Right initially representing the
right to purchase one one-thousandth of a share of Series B Cumulative Preferred
Stock,  par  value $0.01 per share, of the Company having the rights, powers and
preferences  set  forth  in the Articles Supplementary, in the form of Exhibit A
attached  hereto,  upon  the terms and subject to the conditions hereinafter set
forth  (the  "Rights");  and

     WHEREAS,  the  Company desires to appoint the Rights Agent to act as rights
agent  hereunder,  in  accordance  with  the  terms  and  conditions  hereof.

     NOW,  THEREFORE, in consideration of the promises and the 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" means any Person who or which, together with all
Affiliates  and  Associates  of  such Person, is the Beneficial Owner of 9.8% or
more of the Common Stock then outstanding, but does not include (i) the Company,
(ii)  any  Subsidiary  of  the  Company,  (iii)  any  employee  benefit  plan or
compensation  arrangement of the Company or of any Subsidiary of the Company, or
(iv)  any Person holding Common Stock organized, appointed or established by the
Company  or by any Subsidiary of the Company for or pursuant to the terms of any
employee  benefit  plan  or  compensation  arrangement  described  in  Section
1(a)(iii), (the Persons described in clauses (i) through (iv) above are referred
to  herein  as  "Exempt  Persons").


                                        1
<PAGE>
     Notwithstanding  the foregoing, no Person will become an "Acquiring Person"
as  a result of a reduction in the number of shares of Common Stock outstanding,
which  increases  the  proportionate number of shares beneficially owned by such
Person  from  below  9.8%  to 9.8% or more of the Common Stock then outstanding.
However,  if  a  Person becomes a Beneficial Owner of 9.8% or more of the Common
Stock  then  outstanding  by reason of share purchases by the Company and, after
those  share  purchases are made, becomes the Beneficial Owner of any additional
Common  Stock  (other  than pursuant to a share split, share dividend or similar
transaction)  and immediately thereafter is the Beneficial Owner of 9.8% or more
of  the  Common  Stock  then outstanding, then that Person will be an "Acquiring
Person."

     Notwithstanding the foregoing, a Person is not an "Acquiring Person" if the
Board of Directors determines that a Person who would otherwise be an "Acquiring
Person,"  inadvertently  acquired the Common Stock that would otherwise make the
Person  an "Acquiring Person," if that Person as promptly as practicable divests
a  sufficient  number  of  shares of Common Stock so that Person is a Beneficial
Owner  of  less  than  9.8%  of  the  Common  Stock  then  outstanding.

     Notwithstanding  the foregoing, no Person will become an "Acquiring Person"
if,  prior to the most recent transaction which would have caused such Person to
become  an  Acquiring  Person, a duly authorized officer of the Company provides
written  consent  following  the approval by at least a majority of the Board of
Directors  of the transaction which otherwise would have resulted in such Person
becoming  an Acquiring Person, provided that a majority of the directors who are
members of the Board of Directors held such office for at least six months prior
to  the  date  of  approval.

     (b)  "Adjustment  Shares"  has  the meaning set forth in Section 11(a)(ii).

     (c)  "Affiliate"  and  "Associate" have the respective meanings ascribed to
those  terms  in  Rule  12b-2 of the General Rules and Regulations (the "Rules")
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  as  in  effect  on  the  date  of this Agreement, but no Person who is a
director  or  officer  of  the  Company  will  be  considered an Affiliate or an
Associate  of any other director or officer of the Company solely as a result of
his  or  her  position  as  a  director  or  officer  of  the  Company.

     (d)  A  Person  is  the  "Beneficial  Owner"  of,  and  is  considered  to
"beneficially  own,"  any  securities:

          (i)  which  that  Person  or  any  of  that  Person's  Affiliates  or
     Associates,  directly  or  indirectly,  beneficially  owns  (as  determined
     pursuant to Rule 13d-3 of the Rules under the Exchange Act, as in effect on
     the  date  of  this  Agreement);

          (ii)  which  that  Person  or  any  of  that  Person's  Affiliates  or
     Associates,  directly  or  indirectly,  has;


                                        2
<PAGE>
               (A)  the  right  to  acquire  (whether  that right is exercisable
          immediately or only after the passage of time or upon the satisfaction
          of  any  conditions or both) 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,  options, or otherwise, provided a Person will not
          be considered the "Beneficial Owner" of, or to "beneficially own," (1)
          securities  tendered pursuant to a tender or exchange offer made by or
          on  behalf  of  that Person or by or on behalf of any of that Person's
          Affiliates  or Associates until those tendered securities are accepted
          for  purchase or exchange; or (2) securities issuable upon exercise of
          Rights  from  and  after  the  occurrence of a Triggering Event, which
          Rights  were  acquired  by  that  Person  or  by  any of that Person's
          Affiliates or Associates prior to the Distribution Date or pursuant to
          Section  3(a),  Section  11(a)(i)  or  Section  22;  or

               (B)  the  right to vote pursuant to any agreement, arrangement or
          understanding  (whether  or not in writing), provided, however, that a
          Person  shall  not  be  deemed  the  "Beneficial  Owner"  of,  or  to
          "beneficially  own,"  any  security  under  this  clause  (B)  if  the
          agreement,  arrangement  or  understanding  to  vote that security (1)
          arises  solely  from  a  revocable proxy given in response to a public
          proxy  or  consent  solicitation  made  pursuant to, and in accordance
          with,  the  Exchange Act and the rules promulgated thereunder, and (2)
          is not also then reportable by that Person on Schedule 13D or Schedule
          13G under the Exchange Act (or any comparable or successor report); or

               (C)  the  right  to  dispose  of  pursuant  to  any  agreement,
          arrangement  or  understanding (whether or not in writing) (other than
          customary arrangements with and between underwriters and selling group
          members with respect to a bona fide public offering of securities); or

          (iii)  which  are  beneficially  owned, directly or indirectly, by any
     other Person (or any Affiliate or Associate thereof) with which that Person
     or  any  of  that  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 pursuant to a revocable proxy
     as described in Section 1 (d)(ii)(B)) or disposing of any securities of the
     Company,  provided,  (1) no Person engaged in business as an underwriter of
     securities  will  be  considered  the  Beneficial  Owner  of any securities
     acquired  through  that  Person's  participation  as an underwriter in good
     faith  in  a  firm  commitment underwriting until the expiration of 40 days
     after  the date of that acquisition, and (2) no Person who is a director or
     an  officer  of  the  Company will be considered, as a result of his or her
     position as director or officer of the Company, the Beneficial Owner of any
     securities  of the Company that are beneficially owned by any Exempt Person
     or  by  any  other  director  or  officer  of  the  Company.


                                        3
<PAGE>
     (e)  "Business Day" means any day other than a Saturday, a Sunday, or a day
on  which  banking  institutions  in the State of New Mexico or the State of New
Jersey  are  authorized  or  obligated  by  law  or  executive  order  to close.

     (f)  "Capital Stock," when used with reference to any Person other than the
Company  organized  in  corporate  form,  means:  (i) the capital stock or other
equity  interest  in that Person with the greatest voting power, (ii) the equity
securities  or  other  equity  interest  having  power  to control or direct the
management  of  that  Person, or (iii) if that Person is a Subsidiary of another
Person,  the  capital  stock,  equity securities or equity interest described in
clauses  (i)  and  (ii)  in  the  Person or Persons which ultimately control the
first-mentioned Person and which have outstanding any such capital stock, equity
securities  or equity interest; "Capital Stock," when used with reference to any
Person  other  than  the Company not organized in corporate form, means units of
beneficial interest that (x) represent the right to participate generally in the
profits and losses of that Person (including without limitation any flow-through
tax  benefits  resulting from an ownership interest in that Person), and (y) are
entitled to exercise the greatest voting power of that Person or, in the case of
a limited partnership, have the power to remove or otherwise replace the general
partner  or  partners.

     (g)  "Close  of Business" on any date means 5:00 P.M., Santa Fe, New Mexico
time,  on that date, but if that date is not a Business Day, it means 5:00 P.M.,
Santa  Fe,  New  Mexico  time,  on  the  next  succeeding  Business  Day.

     (h)  "Common  Stock"  means the common stock, par value $0.01 per share, of
the  Company  or any other shares of capital stock of the Company into which the
Common  Stock  is  reclassified  or  changed.

     (i)  "Current  Value"  has  the  meaning  set  forth in Section 11(a)(iii).

     (j)  "Distribution  Date"  has  the  meaning  set  forth  in Section 3(a) .

     (k)  "Exercise  Price"  has  the  meaning  set  forth  in  Section  4(a).

     (1)  "Expiration  Date"  and  "Final  Expiration  Date" have the respective
meanings  set  forth  in  Section  7(a).

     (m) "Fair Market Value" means the value of any securities or other property
determined  in  accordance  with  Section  11(d).

     (n)  "Person"  means  any  individual,  corporation,  partnership,  limited
liability  company,  joint  venture,  association,  joint  stock company, trust,
business  trust,  government  or  political  subdivision,  unincorporated
organization,  or  any  other  association  or  entity,  and  includes,  without
limitation,  an  unincorporated  group  of  persons  who,  by formal or informal
agreement, have taken any action with a common purpose, as well as any syndicate
or  group that may be considered a single "person" under Section 14(d)(2) of the
Exchange  Act.


                                        4
<PAGE>
     (o)  "Preferred  Stock"  means the Series B Cumulative Preferred Stock, par
value  $0.01  per  share,  of  the Company having the rights and preferences set
forth  in  Exhibit  A.

     (p)  "Preferred  Stock  Equivalents"  has  the meaning set forth in Section
11(b).

     (q)  "Principal  Party"  has  the  meaning  set  forth  in  Section  13(b).

     (r)  "Redemption  Price"  has  the  meaning  set  forth  in  Section  23.

     (s)  "Section  11(a)(ii)  Event"  has  the  meaning  set  forth  in Section
11(a)(ii).

     (t)  "Section  11(a)(ii) Trigger Date" has the meaning set forth in Section
11(a)(iii).

     (u)  "Section 13 Event" means any event described in clause (x), (y) or (z)
of  Section  13(a).

     (v)  "Spread"  has  the  meaning  set  forth  in  Section  11(a)(iii).

     (w) "Stock Acquisition Date" means the earlier of (i) the date of the first
public  announcement (which for purposes of this definition includes, but is not
limited  to,  the  issuance  of  a  press  release  or  the  filing  of  a
publicly-available  report  or  other  document with the Securities and Exchange
Commission  or  any  other  governmental  agency)  that  a  Person has become an
Acquiring  Person,  whether  that  public announcement is made by the Company or
otherwise,  or  (ii)  the  date on which the Company first has notice, direct or
indirect,  or otherwise determines that a person has become an Acquiring Person.

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

     (y)  "Substitution Period" has the meaning set forth in Section 11(a)(iii).

     (z)  "Triggering Event" means any Section 11(a)(ii) Event or any Section 13
Event.
     SECTION  2.          APPOINTMENT  OF  RIGHTS  AGENT.
     -----------

     The  Company  hereby  appoints  the  Rights  Agent  to act as agent for the
Company  in  accordance  with the terms and conditions set forth herein, 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. If the
Company  appoints  one  or  more  Co-Rights Agents, the respective duties of the
Rights  Agent  and  any  Co-Rights Agents will be as the Company determines. The
Rights  Agent  shall  have no duty to supervise, and in no event shall be liable
for,  the  acts  or  omissions  of  any  such  Co-Rights  Agent.


                                        5
<PAGE>
     SECTION  3.          ISSUANCE  OF  RIGHT  CERTIFICATES.
     -----------

     (a)  From  the date of this Agreement until the earlier of (i) the Close of
Business on the tenth calendar day after the Stock Acquisition Date, or (ii) the
Close  of Business on the tenth Business Day after the date a tender or exchange
offer by any Person, other than an Exempt Person, is first "published or sent or
given" within the meaning of Rule 14d-2(a) of the Exchange Act, or any successor
rule,  if,  upon consummation thereof, that Person would be the Beneficial Owner
of  9.8%  or more of the Common Stock then outstanding (including any date after
the date of this Agreement and prior to the issuance of the Rights) (the earlier
of  (i) and (ii), herein referred to as the "Distribution Date"); (x) the Rights
will  be  evidenced (subject to Section 3(b)) by the certificates for the Common
Stock  registered  in  the  names  of  the  holders  of  the Common Stock (which
certificates  for  Common  Stock  will be considered also to be certificates for
Rights)  and  not  by  separate  certificates,  and  (y)  the  Rights  will  be
transferable  only  in  connection  with  the  transfer of the underlying Common
Stock.  As  soon  as  practicable  after the Company has notified in writing the
Rights Agent of the occurrence of the Distribution Date, and provided the Rights
Agent  with  a list of the record holders of the Common Stock (together with all
other  necessary  information); the Rights Agent will, at the Company's expense,
send  by  first-class, postage prepaid mail, to each record holder of the Common
Stock  as  of  the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company or the Company's transfer agent,
one  or  more  certificates,  in substantially the form of Exhibit B (the "Right
Certificates"),  evidencing  one  Right  for each share of Common Stock so held,
subject  to  adjustment  as  provided  herein. If an adjustment in the number of
Rights  per  share  of Common Stock has been made pursuant to Section 11(o), the
Company  may  make  the  necessary  and  appropriate  rounding  adjustments  (in
accordance  with  Section  14(a))  at  the  time  of  distribution  of the Right
Certificates,  so  that  Right  Certificates  representing only whole numbers of
Rights  are distributed and cash is paid in lieu of any fractional Rights. After
the  Close  of  Business  on the Distribution Date, the Rights will be evidenced
solely  by  such  Right  Certificates.

     (b)  With  respect to certificates for the Common Stock issued prior to the
Close  of  Business  on  the  Record Date, the Rights will be evidenced by those
certificates  for  the  Common  Stock  on or until the Distribution Date (or the
earlier redemption, expiration or termination of the Rights), and the registered
holders  of  the  Common  Stock  shall  also  be  the  registered holders of the
associated  Rights.  Until  the  Distribution  Date  (or the earlier redemption,
expiration  or  termination  of  the  Rights),  the  transfer  of  any  of  the
certificates  for the Common Stock outstanding prior to the Close of Business on
the  Record Date will also constitute the transfer of the Rights associated with
the  Common  Stock  represented  by  such  certificate.

     (c)  As promptly as practicable following the Record Date, the Company will
send  a copy of a Summary of Rights to Purchase Preferred Stock in substantially
the  form  of Exhibit C to each record holder of Common Stock as of the Close of
Business  on  the  Record  Date,  at  the  address  of  such  holder  shown  on
the  records  of  the  Company.

     (d)  Certificates  for  all  Common Stock issued after the Record Date, but
prior  to  the earlier of the Distribution Date or the redemption, expiration or
termination  of  the  Rights,  will  be  considered  also to be certificates for
Rights, and will bear a legend (in addition to any other legends required by law
or  by  the  Company's governing documents), substantially in the form set forth
below:


                                        6
<PAGE>
               This  certificate  evidences  and  entitles  the holder hereof to
               certain  Rights  as  set  forth in a Shareholder Rights Agreement
               between  Thornburg  Mortgage,  Inc.,  a Maryland corporation (the
               "Company"),  and  Mellon  Investor  Services  LLC,  a  New Jersey
               limited  liability company, as rights agent (the "Rights Agent"),
               dated  as of January 25, 2001 (the "Rights Agreement"), the terms
               of which are incorporated by reference herein and a copy of which
               is on file at the principal offices of the Company and the office
               of the Rights Agent designated for such purpose. The Company will
               mail  a copy of the Rights Agreement without charge to the holder
               of  this  certificate within five days after receipt of a written
               request  therefor.  Under  certain circumstances, as set forth in
               the  Rights  Agreement,  the Rights will be evidenced by separate
               certificates and will no longer be evidenced by this certificate.
               The  Company may redeem the Rights at a redemption price of $0.01
               per  Right,  subject to adjustment, under the terms of the Rights
               Agreement.  Under certain circumstances, Rights issued to or held
               by  Acquiring  Persons or by any Affiliates or Associates thereof
               (as  defined  in the Rights Agreement), and any subsequent holder
               of  such  Rights,  may  become  null and void. The Rights are not
               exercisable,  and  are  void  so long as held, by a holder in any
               jurisdiction where the requisite qualification to the issuance to
               such  holder,  or  the  exercise by such holder, of the Rights in
               such  jurisdiction  has  not  been  obtained.

The  Rights  associated  with  the  Common  Stock  represented  by  certificates
containing  the  foregoing  legend will be evidenced by those certificates alone
until  the  Distribution  Date  (or  the  earlier  redemption,  expiration  or
termination  of  the Rights), and the transfer of any of those certificates will
also  constitute  the  transfer  of  the Rights associated with the Common Stock
represented  by  those  certificates.  If  the Company purchases or acquires any
Common  Stock  after  the  Record  Date  but prior to the Distribution Date, any
Rights associated with such Common Stock will be considered canceled and retired
so  that  the Company is not entitled to exercise any Rights associated with the
Common  Stock  that is no longer outstanding. The failure to print the foregoing
legend  on  any certificate representing Common Stock or any defect therein will
not affect in any manner whatsoever the application or interpretation of Section
7  (e)  .

     SECTION  4.          FORM  OF  RIGHT  CERTIFICATES.
     -----------

     (a)  The  Right  Certificates  (and the forms of assignment and election to
purchase  shares,  and the forms of certificate and notice applicable thereto to
be  printed  on  the  reverse of such certificates) will be substantially in the
form of Exhibit B hereto and may have any marks of identification or designation
and  such  legends, summaries or endorsements printed thereon as the Company may
consider  appropriate  and as are not inconsistent with this Agreement, provided
that  such  marks, legends, summaries and endorsements do not affect the rights,
duties  or responsibilities of the Rights Agent, or as may be required to comply
with  any  applicable  law, rule or regulation 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  customary  usage.  The  Right  Certificates  will  be  in a machine
printable  format  and  in  a  form reasonably satisfactory to the Rights Agent.
Subject  to  Sections  11  and 22, the Right Certificates, whenever distributed,
will be dated as of the Record Date, will show the date of countersignature, and
on  their  face  will entitle the holders thereof to purchase such number of one
one-thousandths  of  a  share of Preferred Stock as are set forth therein at the
price  set  forth  therein  (the "Exercise Price"), subject to adjustment to the
number  of  shares  and  the  Exercise  Price.


                                        7
<PAGE>
     (b)  Any  Right  Certificate  issued pursuant to Section 3(a) or Section 22
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 Associate or Affiliate of an Acquiring Person) 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  the Acquiring Person has any
continuing  agreement,  arrangement or understanding (whether or not in writing)
regarding  the  transferred Rights, the Common Stock associated with such Rights
or  the  Company,  or  (B)  a  transfer that the Board of Directors, in its sole
discretion,  has determined is part of a plan, arrangement or understanding that
has  as a primary purpose or effect the avoidance of Section 7(e); and any Right
Certificate  issued  pursuant  to  Section  6,  Section  11  or  Section 22 upon
transfer,  exchange,  replacement  or  adjustment of any other Right Certificate
referred  to  in this sentence, will bear a legend substantially in the form set
forth  below:

               The  Rights  represented  by  this  Right Certificate are or were
               beneficially  owned  by  a  Person who was or became an Acquiring
               Person or an Affiliate or an Associate of an Acquiring Person (as
               those  terms  are  defined  in  the Rights Agreement). This Right
               Certificate and the Rights represented hereby may become null and
               void  under certain circumstances as specified in Section 7(e) of
               the  Rights  Agreement.

The  Company  shall  give  written  notice to the Rights Agent promptly after it
becomes  aware  of  the  existence  and  identity of any Acquiring Person or any
Associate  or  Affiliate thereof. The Company shall instruct the Rights Agent in
writing  of  the  Rights  that  should  be so legended. The failure to print the
foregoing  legend  on  any such Right Certificate or any defect therein will not
affect  in  any  manner  whatsoever  the  application  or  interpretation of the
provisions  of  Section  7(e).

     SECTION  5.          COUNTERSIGNATURE  AND  REGISTRATION.
     -----------

     (a) The Right Certificates will be executed on behalf of the Company by its
Chief  Executive  Officer,  or  its  President or any Vice President, and by its
Secretary or any Assistant Secretary, either manually or by facsimile signature.
The Right Certificates will be manually countersigned by an authorized signatory
of  the  Rights  Agent  and  will  not  be  valid  for  any  purpose  unless  so
countersigned,  and  such  countersignature  upon  any Right Certificate will be
conclusive evidence, and the only evidence, that such Right Certificate has been
duly  countersigned as required hereunder. If any officer of the Company who has
signed  any  of  the Right Certificates ceases to be such officer of the Company
before  countersignature  by  the  Rights Agent and issuance and delivery by the
Company,  those  Right  Certificates,  nevertheless,  may be countersigned by an
authorized  signatory  of  the  Rights  Agent,  and  issued and delivered by the
Company  with  the  same  force  and effect as though the person who signed such
Right  Certificates  had  not ceased to be an authorized officer of the Company;
and  any Right Certificates may be signed on behalf of the Company by any person
who,  at  the  actual  date  of  the  execution of such Right Certificate, is an
authorized  officer  of  the Company to sign such Right Certificate, although at
the date of the execution of this Agreement was not an authorized officer of the
Company.


                                        8
<PAGE>
     (b)  Following  the  Distribution  Date  and receipt by the Rights Agent of
written  notice to that effect and all other relevant information referred to in
Section  3(a),  the  Rights  Agent  will keep or cause to be kept, at one of its
offices  designated as the appropriate place for surrender of Right Certificates
upon  exercise  or  transfer,  books  for registration and transfer of the Right
Certificates  issued hereunder. Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
by  each  of  the  Right  Certificates  and  the  date  of  each  of  the  Right
Certificates.

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

     (a) Subject to Section 4(b), Section 7(e) and Section 14, 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 Right Certificate or Certificates may be
transferred,  split  up,  combined or exchanged for another Right Certificate or
Certificates,  entitling  the registered holder to purchase a like number of one
one-thousandths  of a share of Preferred Stock (or following a Triggering Event,
preferred  stock including Preferred Stock, Common Stock, cash, property, equity
securities,  debt  securities,  or  any  combination  thereof)  as  the  Right
Certificate  or  Certificates  surrendered then entitled such holder to purchase
and  at  the  same  Exercise  Price. Any registered holder desiring to transfer,
split  up,  combine or exchange any Right Certificate shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate
or  Certificates  to  be  transferred, split up, combined or exchanged, with the
form  of  assignment  and certificate duly executed, at the office or offices of
the  Rights  Agent designated for that purpose. Neither the Rights Agent nor the
Company  is obligated to take any action whatsoever with respect to the transfer
of  any  such  surrendered  Right  Certificate  until  the registered holder has
properly  completed  and  signed  the  certificate  contained  in  the  form  of
assignment  on  the reverse side of that Right Certificate and has provided such
additional  evidence  of  the  identity  of  the  Beneficial  Owner  (or  former
Beneficial  Owner)  or Affiliates or Associates thereof as the Company requests.
Thereupon  the  Rights  Agent  shall,  subject to Section 4(b), Section 7(e) and
Section  14,  countersign  and  deliver  to  the Person entitled thereto a Right
Certificate  or  Certificates,  as the case may be, as so requested. The Company
may  require  payment  by  the registered holder of a Right Certificate of a sum
sufficient  to  cover  any  tax  or  governmental  charge that may be imposed in
connection  with  any  transfer,  split  up,  combination  or  exchange of Right
Certificates.  The  Rights  Agent  shall  have  no duty or obligation under this
Section  6  or any other similar provision of this Agreement unless and until it
is  satisfied  that all such taxes and/or governmental charges have been paid in
full.


                                        9
<PAGE>
     (b)  Upon  receipt  by  the  Company  and  the  Rights  Agent  of  evidence
satisfactory  to  them  of the loss, theft, destruction or mutilation of a Right
Certificate,  and,  in  case  of  loss,  theft  or  destruction, of indemnity or
security  satisfactory  to them, and reimbursement to the Company and the Rights
Agent  of  all reasonable expenses incidental thereto, and upon surrender to the
Rights  Agent  and  cancellation  of  the  Right  Certificate, if mutilated, the
Company  will  execute  and deliver a new Right Certificate of like tenor to the
Rights  Agent  for countersignature and delivery to the registered owner in lieu
of  the  lost,  stolen,  destroyed  or  mutilated  Right  Certificate.

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

     (a) Subject to Section 7(e), the registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as otherwise provided herein),
in  whole  or in part, at any time after the Distribution Date upon surrender of
the Right Certificate, with the form of election to purchase and the certificate
on  the reverse side thereof duly executed, to the Rights Agent at the office or
offices  of  the Rights Agent designated for such purpose, together with payment
of the aggregate Exercise Price for the total number of one one-thousandths of a
share of Preferred Stock (or other securities, cash or other assets, as the case
may  be) for which the surrendered Rights are then exercised, at or prior to the
earlier  of (i) the Close of Business on January 25, 2011 (the "Final Expiration
Date"),  (ii)  the  time  at  which  the  Rights are redeemed in accordance with
Section  23, and (iii) the time at which such Rights are exchanged in accordance
with  Section  24  (the  earlier of (i), (ii) and (iii), the "Expiration Date").
Except  as  set  forth  in  Section 7(e) and notwithstanding any other provision
(except  Section  7(e))  of  this  Agreement,  any  Person  who,  prior  to  the
Distribution  Date,  becomes a record holder of Common Stock may exercise all of
the  rights  of  a  registered holder of a Right Certificate with respect to the
Rights  associated  with  such Common Stock in accordance with the provisions of
this  Agreement,  as  of  the date such Person becomes a record holder of Common
Stock.

     (b)  The  initial  Exercise Price for each one one-thousandth of a share of
Preferred Stock that can be purchased upon the exercise of a Right is $50.00, is
subject  to  adjustment  from time to time as provided in Section 11 and Section
13, and is payable in lawful money of the United States of America in accordance
with  Section  7(c)  below.

     (c) As promptly as practicable following the Distribution Date, the Company
shall  deposit  with  a  corporation, trust, bank or similar institution in good
standing,  organized under the laws of the United States of America or any State
of  the United States of America, that is authorized under such laws to exercise
corporate  trust  or  stock  transfer  powers  and  is subject to supervision or
examination  by  a  federal  or state authority (such institution is hereinafter
referred  to as the "Depository Agent"), certificates representing the Preferred
Stock  that  may  be acquired upon exercise of the Rights, and the Company shall


                                       10
<PAGE>
cause  such  Depository  Agent  to enter into an agreement pursuant to which the
Depository  Agent  shall  issue receipts representing interests in the Preferred
Stock so deposited. Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and the certificate on the reverse
side thereof duly executed, accompanied by payment of the Exercise Price for the
shares to be purchased and an amount equal to any applicable tax or governmental
charge  (as  determined  by the Rights Agent), in cash, or by certified check or
bank  draft  payable  to  the  order  of  the  Company,  or  by wire transfer of
immediately  available  funds  to  the account of the Company (if notice of such
wire  transfer is given to the Rights Agent by the holder of the related Right),
the  Rights  Agent  shall,  subject  to  Section  20(k),  thereupon promptly (i)
requisition from the Depository Agent (or make available, if the Rights Agent is
the  Depository Agent) depository receipts or certificates for the number of one
one-thousandths  of  a  share of Preferred Stock to be purchased and the Company
hereby  irrevocably  authorizes  the  Depository  Agent  to comply with all such
requests,  (ii)  requisition  from the Company the amount of cash, if any, to be
paid  in  lieu  of  issuance of fractional shares in accordance with Section 14,
(iii)  promptly after receipt of such certificates or depository receipts, cause
the  same  to be delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be designated by such
holder,  and  (iv) after receipt promptly deliver such cash to or upon the order
of  the registered holder of such Right Certificate. If the Company is obligated
to  issue other securities of the Company, pay cash or distribute other property
pursuant  to  Section 11(a), the Company will make all arrangements necessary so
that  such  other  securities,  cash  or  other  property  are  available  for
distribution  by  the  Rights  Agent,  if and when necessary to comply with this
Agreement.

     (d)  If  the registered holder of any Right Certificate exercises less than
all  the  Rights  evidenced  thereby,  a new Right Certificate evidencing Rights
equivalent  to  the  Rights  remaining  unexercised will be issued by the Rights
Agent and delivered to the registered holder of such Right Certificate or to his
duly  authorized  assigns,  subject  to  Section  14.

     (e)     Notwithstanding  anything  in  this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event or Section 13 Event,
any  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  Associate or Affiliate of an Acquiring Person) who becomes a transferee
after  the  Acquiring Person becomes such, or (iii) a transferee of an Acquiring
Person  (or  of any Associate or Affiliate of an Acquiring Person) who becomes a
transferee  prior  to  or  concurrently  with  the  Acquiring Person becoming an
Acquiring  Person  and  receives  those Rights pursuant to either (A) a transfer
(whether  or  not  for  consideration)  from  the Acquiring Person to holders of
equity  interests  in  that  Acquiring  Person  or  to  any Person with whom the
Acquiring  Person  has  any  continuing  agreement, arrangement or understanding
regarding  the  transferred Rights, the Common Stock associated with such Rights
or  the  Company,  or  (B)  a  transfer that the Board of Directors, in its sole
discretion, 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), will be
null  and void without any further action and no holder of such Rights will have
any  rights  whatsoever with respect to such Rights, whether under any provision
of  this  Agreement or otherwise. The Company will use all reasonable efforts to
ensure  that  the  provisions of this Section 7(e) and Section 4(b) are complied
with,  but  neither  the Company nor the Rights Agent will have any liability to
any  holder  of Right Certificates or other Person as a result of its failure to
make  any  determination with respect to an Acquiring Person or any Affiliate or
Associate  of  an  Acquiring  Person or any transferee of any of them hereunder.


                                       11
<PAGE>
     (f) Notwithstanding anything in this Agreement to the contrary, neither the
Rights  Agent  nor the Company is obligated to undertake any action with respect
to  a  registered holder of Rights upon the occurrence of any purported exercise
as  set  forth  in this Section 7 unless such registered holder has (i) properly
completed  and  signed  the  certificate  contained  in  the form of election to
purchase  set forth on the reverse side of the Right Certificate surrendered for
such  exercise, and (ii) provided all additional evidence of the identity of the
Beneficial Owner, former Beneficial Owner or Affiliates or Associates thereof as
the  Company  or  the  Rights  Agent  shall  request.

     SECTION  8.          CANCELLATION  AND  DESTRUCTION  OF RIGHT CERTIFICATES.
     -----------

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

     SECTION  9.          RESERVATION  AND  AVAILABILITY  OF  PREFERRED  STOCK.
     -----------

     (a)  The  Company  shall cause to be reserved and kept available out of its
authorized  and  unissued Preferred Stock or any authorized and issued Preferred
Stock  held  in its treasury, a number of shares of Preferred Stock that will be
sufficient  to  permit  the  exercise in full of all outstanding and exercisable
Rights.  Upon  the  occurrence  of  any  event  resulting  in an increase in the
aggregate  number  of  shares  of  Preferred Stock issuable upon exercise of all
outstanding Rights in excess of the number then reserved, the Company shall make
appropriate  increases  in  the number of shares of Preferred Stock so reserved.

     (b)  The  Company  shall use its best efforts to cause, from and after such
time  as  the  Rights become exercisable, all Preferred Stock issued or reserved
for  issuance to be listed, upon official notice of issuance, upon the principal
national  securities exchange, if any, upon which the Common Stock is listed or,
if  the  principal  market  for  the Common Stock is not any national securities
exchange, to be eligible for quotation in the National Association of Securities
Dealers  Automated Quotation System ("NASDAQ") or any successor thereto or other
comparable  quotation  system.

     (c)  The  Company  shall  use  its  best  efforts  to  (i) file, as soon as
practicable  following  the  earliest  date  after  the  occurrence of a Section
11(a)(ii)  Event  on which the consideration to be delivered by the Company upon
exercise  of  the  Rights  has  been  determined  in  accordance  with  Section
11(a)(iii),  or  as  soon as required by law following the Distribution Date, as


                                       12
<PAGE>
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 that registration
statement  to  become  effective  as  soon as practicable after such filing, and
(iii)  cause  that registration statement to remain effective (with a prospectus
that  at  all  times  meets  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,  or  (B)  the  Expiration Date. The Company will also take any
action  that  is  appropriate  to ensure compliance with the securities or "blue
sky"  laws  of  the  various states in connection with the exercisability of the
Rights.  The Company may temporarily suspend the exercisability of the Rights in
order  to  prepare  and file such registration statement and permit it to become
effective.  Upon  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 when the suspension is no longer in effect, in
each  case  with  prompt written notice to the Rights Agent. Notwithstanding any
provision  of  this Agreement to the contrary, the Rights are not exercisable in
any  jurisdiction  unless  the  requisite qualification in that jurisdiction has
been  obtained.

     (d)  The  Company shall take all actions as may be necessary to ensure that
all  shares of Preferred Stock delivered upon the exercise of the Rights are, at
the  time of delivery of the certificates or depository receipts for such shares
(subject  to  payment  of  the Exercise Price), duly issued, validly authorized,
fully  paid  and  nonassessable.

     (e)  The  Company  shall  pay  when  due  and payable any and all taxes and
charges  that may be payable in respect of the issuance or delivery of the Right
Certificates  or  of  any  certificates for Preferred Stock upon the exercise of
Rights.  The Company is not, however, required to pay any tax or charge that may
be  payable  in  respect  of any transfer or delivery of Right Certificates to a
Person  other than, or in respect of the issuance or delivery of securities in a
name  other  than  that  of,  the  registered  holder  of the Right Certificates
evidencing  Rights  surrendered  for  exercise  or  to  issue  or  deliver  any
certificates  for  securities in a name other than that of the registered holder
upon the exercise of any Rights until such tax or charge has been paid (any such
tax  or charge being payable by the holder of such Right Certificate at the time
of  surrender)  or  until  it has been established to the Company's satisfaction
that  no  such  tax  or  charge  is  due.

     SECTION  10.     PREFERRED  STOCK  RECORD  DATE.
     ------------

     Each  Person  in  whose  name any certificate for Preferred Stock is issued
upon the exercise of Rights will, for all purposes, be considered to have become
the  holder  of  record  of the Preferred Stock represented thereby on, and such
certificate  will be dated, the date upon which the Right Certificate evidencing
those  Rights  was  duly  surrendered and payment of the Exercise Price (and any
applicable transfer taxes) was made; provided, if the date of that surrender and
payment  is  a date upon which the Preferred Stock transfer books of the Company
are  closed,  that Person will be considered to have become the record holder of
such shares on, and that certificate will be dated, the next succeeding Business
Day  on which the Preferred Stock transfer books of the Company are open, but if
delivery  of  Preferred  Stock  is delayed pursuant to Section 9(c), that Person
will be considered to have become the record holder of that Preferred Stock only
when  that  Preferred  Stock first becomes deliverable. Prior to the exercise of
the  Right  evidenced thereby, the holder of a Right Certificate is not entitled
to  any  rights  of a shareholder of the Company with respect to stock for which
the Rights are exercisable, including, without limitation, the right to vote, to
receive  dividends  or other distributions or to exercise any preemptive rights,
and  will  not  be  entitled  to  receive  any  notice of any proceedings of the
Company,  except  as  provided  herein.


                                       13
<PAGE>
SECTION  11.     ADJUSTMENT  OF  EXERCISE  PRICE,  NUMBER  AND KIND OF SHARES OR
------------     ---------------------------------------------------------------
                 NUMBER  OF  RIGHTS.
                 -------------------

     The  Exercise Price, the number and kind of shares of stock 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) If the Company at any time after the date of this Agreement (A)
     declares  a dividend on the Preferred Stock payable in Preferred Stock, (B)
     subdivides  the  outstanding  Preferred Stock, (C) combines the outstanding
     Preferred Stock into a smaller number of shares of stock, or (D) issues any
     shares  of  its  capital stock in a reclassification of the Preferred Stock
     (including  any such reclassification in connection with a consolidation or
     merger  in  which  the Company is the continuing or surviving corporation),
     except  as  otherwise  provided in this Section 11(a) and Section 7(e), the
     Exercise  Price  in effect at the time of the record date for such dividend
     or  of  the  effective  date  of  such  subdivision,  combination  or
     reclassification,  and  the  number  and  kind  of  shares of capital stock
     (including Preferred Stock) issuable on such date, shall be proportionately
     adjusted so that the holder of any Right exercised after such time shall be
     entitled  to  receive  the  aggregate  number and kind of shares of capital
     stock  (including Preferred Stock), which, if such Right had been exercised
     immediately  prior  to  such  date  and  at a time when the Preferred Stock
     transfer  books of the Company were open, such holder would have owned upon
     such  exercise  and  been  entitled  to receive by virtue of such dividend,
     subdivision,  combination  or  reclassification,  but  in  no event may the
     consideration  to  be  paid  upon  the exercise of a Right be less than the
     aggregate  par value of the shares of capital stock of the Company issuable
     upon  exercise  of  the  Right.  If  an  event occurs that would require an
     adjustment  under  both  Section  11(a)(i)  and  Section  11(a)(ii),  the
     adjustment  provided  for  in this Section 11(a)(i) will be in addition to,
     and  will  be  made  prior  to, any adjustment required pursuant to Section
     11(a)(ii).

          (ii)  Subject to Section 24, if any Person, alone or together with its
     Affiliates  and  Associates,  becomes  an  Acquiring  Person  (a  "Section
     11(a)(ii) Event"), then promptly following that occurrence, provision shall
     be made so that each holder of a Right, except as provided in Section 7(e),
     thereafter  has  a  right  to  receive,  upon  exercise thereof at the then
     current Exercise Price multiplied by the then number of one one-thousandths
     of  a  share  of  Preferred Stock for which a Right is then exercisable, in
     accordance with the terms of this Agreement, in lieu of shares of Preferred
     Stock,  such  number of shares of Common Stock of the Company as equals the
     result  obtained  by (x) multiplying the then current Exercise Price by the
     number  of  one  one-thousandths  of a share of Preferred Stock for which a
     Right is then exercisable, and dividing that product by (y) 50% of the Fair
     Market  Value  (as defined herein) of one share of Common Stock (determined
     in  accordance  with  Section  11(d)) on the date of the occurrence of that
     Section  11(a)(ii)  Event (such number of shares of stock being referred to
     as  the  "Adjustment  Shares").


                                       14
<PAGE>
          (iii)  In  lieu of issuing any Common Stock in accordance with Section
     11(a)(ii), the Company, acting by resolution of the Board of Directors may,
     and  if the number of authorized but unissued shares of Common Stock is not
     sufficient  to permit the exercise in full of the Rights in accordance with
     the  foregoing  subparagraph  (ii)  of  this  Section 11(a), and the Rights
     become  so  exercisable,  the Company, acting by resolution of the Board of
     Directors,  shall:  (A) determine the excess of the value of the Adjustment
     Shares issuable upon the exercise of a Right (the "Current Value") over (Y)
     the  Exercise  Price attributable to each Right (such excess being referred
     to as the "Spread"), and (B) with respect to all or a portion of each Right
     (subject  to  Section  7(e)), make adequate provision to substitute for the
     Adjustment Shares, upon payment of the applicable Exercise Price, (1) cash,
     (2)  preferred  stock,  including  but  not limited to Preferred Stock, (3)
     other equity securities of the Company, (4) debt securities of the Company,
     (5)  other  assets  of the Company, or (6) any combination of the foregoing
     which,  when  added  to  any Common Stock issued upon such exercise, has an
     aggregate  value  equal  to  the  Current  Value, with such aggregate value
     determined  in good faith by the Board of Directors, but if the Company has
     not  made  adequate provision to deliver the value determined in accordance
     with  clause  (B) above within 30 days following the later of (x) the first
     occurrence  of  a  Section  11(a)(ii)  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  deliver,  upon surrender of a Right for
     exercise  and without requiring payment of the Exercise Price, Common Stock
     (to  the  extent  available) and then, if necessary, cash, which shares and
     cash have an aggregate value equal to the Spread. If the Board of Directors
     determines  in  good  faith  that  it  is likely that sufficient additional
     Common  Stock could be authorized for issuance upon exercise in full of the
     Rights,  the  30-day  period  set forth above may be extended to the extent
     necessary, but not to more than 90 days after the Section 11(a)(ii) Trigger
     Date,  in  order  that  the  Company  may seek shareholder approval for the
     authorization of such additional shares of stock (that period, as it may be
     extended,  the  "Substitution  Period").  To  the  extent  that the Company
     determines  that  some action must be taken pursuant to the first or second
     sentence of this Section 11(a)(iii), the Company (x) shall provide, subject
     to  Section  7(e), that such action will 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  or to decide the appropriate form of distribution to be
     made pursuant to that first sentence and to determine the value thereof. On
     any  such suspension, the Company shall promptly notify the Rights Agent in
     writing  of  such  suspension and shall issue a public announcement stating
     that  the  exercisability  of the Rights has been temporarily suspended and
     another  public  announcement  when  the  suspension is no longer in effect
     (with  prompt written notice to the Rights Agent that such suspension is no
     longer  in effect). For purposes of this Section 11(a)(iii), the value of a
     share of Common Stock will be the Fair Market Value (as determined pursuant
     to  Section  11(d))  of  a  share  of Common Stock on the Section 11(a)(ii)
     Trigger  Date.


                                       15
<PAGE>
     (b)  If the Company fixes a record date for the issuance of rights, options
or  warrants  to  all  holders  of  Preferred Stock entitling them (for a period
expiring  within  45  calendar  days after that record date) to subscribe for or
purchase  Preferred  Stock  (or  securities  having  the  same or more favorable
rights,  privileges  and  preferences  as  the Preferred Stock ("Preferred Stock
Equivalents")) or securities convertible into Preferred Stock or Preferred Stock
Equivalents  at  a  price  per  share  of Preferred Stock or per Preferred Stock
Equivalent  (or  having  a conversion price per share, if a security convertible
into  Preferred  Stock or Preferred Stock Equivalents) less than the Fair Market
Value  (as determined pursuant to Section 11(d)) per share of Preferred Stock on
that record date, the Exercise Price to be in effect after that record date will
be  determined  by multiplying the Exercise Price in effect immediately prior to
that  record  date  by a fraction, the numerator of which shall be the number of
shares  of  Preferred  Stock outstanding on that record date, plus the number of
shares of Preferred Stock which the aggregate offering price of the total number
of  shares  of Preferred Stock or Preferred Stock Equivalents to be offered (and
the  aggregate  initial  conversion price of the convertible securities to be so
offered)  would  purchase at that Fair Market Value and the denominator of which
shall  be  the  number  of  shares of Preferred Stock outstanding on that record
date,  plus  the  number  of  additional shares of Preferred Stock and Preferred
Stock  Equivalents to be offered for subscription or purchase (or into which the
convertible  securities  to  be so offered are initially convertible), but in no
event  will  the  consideration  to be paid upon the exercise of a Right be less
than  the  aggregate  par  value  of  the shares of capital stock of the Company
issuable  upon exercise of the Right. If the subscription price may be paid in a
consideration  part  or  all of which is in a form other than cash, the value of
such  consideration  will  be  the  Fair  Market  Value  thereof  determined  in
accordance  with Section 11(d). Preferred Stock owned by or held for the account
of  the  Company  will not be considered outstanding for the purpose of any such
computation.  Those  adjustments  will  be  made  successively whenever any such
record  date  is fixed and if any such rights or warrants are not so issued, the
Exercise  Price  will be adjusted to be the Exercise Price that would then be in
effect  if  the  applicable  record  date  had  not  been  fixed.

     (c)  If the Company fixes a record date for the making of a distribution to
all  holders  of  Preferred  Stock  (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, cash (other than a
regular  periodic  cash  dividend),  assets  (other  than  a dividend payable in
Preferred  Stock, but including any dividend payable in capital stock other than
Preferred  Stock)  or  convertible  securities,  subscription rights or warrants
(excluding  those  referred  to  in  Section 11(b)), the Exercise Price to be in
effect  after  that  record  date will be determined by multiplying the Exercise
Price  in  effect  immediately  prior  to  that  record  date by a fraction, the
numerator  of  which  will  be  the Fair Market Value (as determined pursuant to
Section  11(d))  of  one  one-thousandth  of  a share of Preferred Stock on that
record  date,  less  the  Fair  Market  Value (as determined pursuant to Section
11(d))  of the portion of the cash, assets or evidences of indebtedness to be so
distributed  or  of such convertible securities, subscription rights or warrants
applicable  to  one  one-thousandth  of  a  share  of  Preferred  Stock  and the
denominator  of  which  will be the Fair Market Value (as determined pursuant to
Section  11(d))  of  one one-thousandth of a share of Preferred Stock, but in no
event  will  the  consideration  to be paid upon the exercise of a Right be less
than  the  aggregate  par  value  of  the shares of capital stock of the Company
issuable upon exercise of the Right. Those adjustments will be made successively
whenever  any  such record date is fixed, and if any such distribution is not so
made,  the  Exercise  Price will again be adjusted to be the Exercise Price that
would  be  in  effect  if  the  applicable  record  date  had  not  been  fixed.


                                       16
<PAGE>
     (d) For the purpose of this Agreement, the "Fair Market Value" of any share
of  Preferred  Stock,  Common  Stock  or  any  other share or any Right or other
security  or  any  other property will be determined as provided in this Section
11(d).

          (i) In the case of a publicly-traded stock or other security, the Fair
     Market  Value  on  any date will be the average of the daily closing prices
     per  share  of  such  stock  or  per unit of such other security for the 30
     consecutive  Trading Days (as defined herein) immediately prior to, but not
     including,  such  date;  however, if the Fair Market Value per share of any
     share  of stock is determined during a period following the announcement by
     the  issuer  of  such stock of (x) a dividend or distribution on such stock
     payable  in  shares  of such stock or securities convertible into shares of
     such stock, or (y) any subdivision, combination or reclassification of such
     stock,  and  prior  to, but not including, the expiration of the 30 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  Fair  Market Value will be properly
     adjusted  to  take  into account ex-dividend trading. The closing price for
     each  day  will  be  the  last sale price, regular way, or, if 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 securities are not
     listed  or  admitted to trading on the New York Stock Exchange, as reported
     in  the principal consolidated transaction reporting system with respect to
     securities  listed  on  the principal national securities exchange on which
     such  security  is  listed  or  admitted  to  trading; or, if not listed or
     admitted  to  trading  on any national securities exchange, the last quoted
     price  (or,  if  not so quoted, the average of the last quoted high bid and
     low  asked prices) in the over-the-counter market, as reported by NASDAQ or
     such  other  system  then  in use; or, if on any such date no bids for such
     security  are  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 such security selected by the Board of Directors. If on any such
     date  no  market maker is making a market in such security, the Fair Market
     Value  of such security on such date will be determined reasonably and with
     utmost  good  faith to the holders of the Rights by the Board of Directors,
     but  if at the time of such determination there is an Acquiring Person, the
     Fair  Market  Value  of  such security on such date will be determined by a
     nationally  recognized  investment  banking  firm  selected by the Board of
     Directors,  which  determination will be described in a reasonably detailed
     statement  filed  with  the  Rights Agent and will be binding on the Rights
     Agent  and the holders of the Rights. The term "Trading Day" means a day on
     which  the principal national securities exchange on which such security is
     listed  or  admitted to trading, or if not listed or admitted to trading on
     any  national  securities  exchange,  in  the  over-the-counter  market, as
     reported  by  NASDAQ  or  such  other  system  then in use, is open for the
     transaction  of  business or, if such security is not listed or admitted to
     trading  on  any  national  securities  exchange,  a  Business  Day.


                                       17
<PAGE>
          (ii)  If  a  security is not publicly held or not so listed or traded,
     "Fair  Market  Value"  means the fair value per share of stock or per other
     unit  of such security, determined reasonably and with utmost good faith to
     the  holders of the Rights by the Board of Directors, but if at the time of
     such  determination  there is an Acquiring Person, the Fair Market Value of
     such  security  on  such date will be determined by a nationally recognized
     investment  banking  firm  selected  by  the  Board  of  Directors,  which
     determination  will  be  described in a reasonably detailed statement filed
     with  the  Rights  Agent  and  will  be binding on the Rights Agent and the
     holders  of  the  Rights.

          (iii)  In the case of Preferred Stock, the Fair Market Value per share
     (or  one  one-thousandth of a share) of Preferred Stock shall be determined
     in  the same manner as set forth above in clause (i) of this Section 11(d).
     If  the  Fair  Market Value per share (or one one-thousandth of a share) of
     Preferred Stock cannot be determined in the manner provided above in clause
     (i) of this Section 11(d) or if the Preferred Stock is not publicly held or
     listed or traded in a manner described in clause (i) of this Section 11(d),
     the  Fair  Market  Value per share of Preferred Stock shall be conclusively
     deemed  to be an amount equal to 1,000 (as such number may be appropriately
     adjusted  for  such  events  as  stock  splits,  stock  dividends  and
     recapitalizations with respect to the Common Stock occurring after the date
     of  this  Agreement)  multiplied  by the Fair Market Value per share of the
     Common Stock and the Fair Market Value per one one-thousandth of a share of
     Preferred  Stock  shall  be equal to the Fair Market Value per share of the
     Common  Stock  (as appropriately adjusted). If neither the Common Stock nor
     the  Preferred  Stock  is publicly held or so listed or traded, Fair Market
     Value  per share shall be determined in accordance with clause (ii) of this
     Section  11(d).

          (iv)  In  the  case of property other than securities, the Fair Market
     Value  thereof  will be determined reasonably and with utmost good faith to
     the holders of Rights by the Board of Directors, but if at the time of such
     determination  there  is an Acquiring Person, the Fair Market Value of such
     property  on  such  date  will  be  determined  by  a nationally recognized
     investment  banking  firm  selected  by  the  Board  of  Directors,  which
     determination  will  be  described in a reasonably detailed statement filed
     with  the  Rights  Agent  and will be binding upon the Rights Agent and the
     holders  of  the  Rights.

     (e)  Anything  herein to the contrary notwithstanding, no adjustment in the
Exercise Price will be required unless that adjustment would require an increase
or  decrease  of  at  least 1% in the Exercise Price, but any adjustment that by
reason  of this Section 11(e) is not required to be made will be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section  11 will be made to the nearest cent or to the nearest ten-thousandth of
a  share,  as the case may be, or to such other figure as the Board of Directors
considers appropriate. Notwithstanding the first sentence of this Section 11(e),
any  adjustment  required  by  this  Section  11  must be made no later than the
earlier  of  (i)  three (3) years from the date of the transaction that mandates
that  adjustment,  or  (ii)  the  Expiration  Date.


                                       18
<PAGE>
     (f)  If as a result of any provision of Section 11(a) or Section 13(a), the
holder  of  any Right becomes entitled to receive any shares of capital stock of
the  Company  other  than  Preferred  Stock, thereafter the number of such other
shares  so  receivable  upon exercise of any Right will 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 shares contained in Section 11(a), (b),
(c),  (d),  (e),  (g)  through  (k)  and  (m),  inclusive, and the provisions of
Sections  7,  9, 10, 13 and 14 with respect to the Preferred Stock will apply on
like  terms  to  any  such  other  shares.
     (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
adjustment  made  to  the  Exercise  Price  hereunder will evidence the right to
purchase, at the adjusted Exercise Price, the number of one one-thousandths of a
share  of  Preferred Stock (or other securities or amount of cash or combination
thereof)  purchasable  from  time to time hereunder upon exercise of the Rights,
all  subject  to  further  adjustment  as  provided  herein.

     (h)  Unless  the  Company has exercised its election as provided in Section
11(i),  upon  each  adjustment  of  the  Exercise  Price  as  a  result  of  the
calculations  made  in Section 11(b) and (c), each Right outstanding immediately
prior  to  the  making of such adjustment shall thereafter evidence the right to
purchase,  at the adjusted Exercise Price, that number of one one-thousandths of
a  share  of  Preferred  Stock  (calculated  to  the nearest hundred thousandth)
obtained  by (i) multiplying (x) the number of one one-thousandths of a share of
Preferred  Stock  for which a Right may be exercisable immediately prior to this
adjustment  by  (y)  the  Exercise  Price  in  effect  immediately prior to such
adjustment  of  the Exercise Price, and (ii) dividing the product so obtained by
the  Exercise  Price in effect immediately after such adjustment of the Exercise
Price.

     (i)  The  Company  may  elect on or after the date of any adjustment of the
Exercise Price to adjust the number of Rights in substitution for any adjustment
in  the  number  of shares of Preferred Stock purchasable upon the exercise of a
Right.  Each  of  the  Rights  outstanding after the adjustment in the number of
Rights  will  be exercisable for the number of one one-thousandths of a share of
Preferred  Stock  for  which  a  Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the number of
Rights  shall  become  that  number  of  Rights  (calculated  to the nearest one
hundred-thousandth)  obtained  by  dividing  the  Exercise  Price  in  effect
immediately  prior  to adjustment of the Exercise Price by the Exercise Price in
effect  immediately  after  adjustment  of the Exercise Price. The Company shall
provide  prompt  written notice of such adjustment to the Rights Agent and 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


                                       19
<PAGE>
amount  of  the adjustment to be made. This record date may be the date on which
the  Exercise  Price  is  adjusted  or  any  day  thereafter,  but, if the Right
Certificates  have  been  issued, shall be at least ten (10) days later than the
date  of  the  public announcement. If Right Certificates have been issued, upon
each  adjustment  of  the  number  of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record  of Right Certificates on such record date Right Certificates evidencing,
subject  to  Section  14,  the  additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause  to  be  distributed  to  such  holders  of  record  in  substitution  and
replacement for the Right Certificates held by such holders prior to the date of
adjustment,  and  upon  surrender thereof, if required by the Company, new Right
Certificates  evidencing all the Rights to which such holders are entitled after
such  adjustment.  Right  Certificates  to  be  so  distributed shall be issued,
executed  and  countersigned in the manner provided for herein (and may bear, at
the option of the Company, the adjusted Exercise Price), and shall be registered
in  the  names of the holders of record of Right Certificates on the record date
specified  in  the  public  announcement.

     (j)  Irrespective  of any adjustment or change in the Exercise Price or the
number  of  one  one-thousandths of a share of Preferred Stock issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may  continue  to  express the Exercise Price per share and the number of shares
which  were expressed in the initial Right Certificates issued hereunder without
prejudice  to  any  adjustment  or  change.

     (k)  Before  taking  any action that would cause an adjustment reducing the
Exercise  Price below the then stated par value, if any, of the shares of Common
Stock  and below one one-thousandth of the then par value of the Preferred Stock
issuable  upon  exercise  of  the  Rights,  the Company shall take any corporate
action that may, in the opinion of its counsel, be reasonably necessary in order
that  the Company may validly and legally issue duly authorized, validly issued,
fully  paid  and  nonassessable  Preferred Stock or Common Stock at the adjusted
Exercise  Price.

     (1) In any case in which this Section 11 requires that an adjustment in the
Exercise  Price be made effective as of a record date for a specified event, the
Company  may,  upon  prompt  written  notice to the Rights Agent, elect to defer
until  the  occurrence  of  such  event  the  issuing to the holder of any Right
exercised after such record date the number of one one-thousandths of a share of
Preferred  Stock  or  other  capital stock or securities of the Company, if any,
issuable  upon such exercise over and above the number of one one-thousandths of
a share of Preferred Stock and other capital stock or securities of the Company,
if any, issuable upon such exercise on the basis of the Exercise Price in effect
prior  to  such  adjustment; however, the Company shall deliver to such holder a
due  bill  or  other  appropriate  instrument  evidencing such holder's right to
receive  such  additional shares upon the occurrence of the event requiring such
adjustment.

     (m)  Anything  in  this  Section  11  to  the contrary notwithstanding, the
Company  shall  be  entitled  to  make such reductions in the Exercise Price, in
addition  to  those adjustments expressly required by this Section 11, as and to
the  extent  that  in  their  good  faith  judgment  a  majority of the Board of
Directors  shall  determine  to  be advisable in order that any consolidation or
subdivision  of  the  Preferred Stock; issuance wholly for cash of any Preferred
Stock  at  less  than  Fair  Market Value, issuance wholly for cash of Preferred
Stock  or  securities  which by their terms are convertible into or exchangeable
for  Preferred Stock, share dividends or issuance of rights, options or warrants
referred  to in this Section 11, hereafter made by the Company to holders of the
Preferred  Stock,  shall  not  be  taxable  to  such  shareholders.


                                       20
<PAGE>
     (n)  The  Company shall not, at any time after the Distribution Date and so
long  as  the  Rights have not been redeemed pursuant to Section 23 or exchanged
pursuant  to  Section  24, (i) consolidate with (other than with a Subsidiary of
the  Company  in  a  transaction  which  complies with the last sentence of this
Section  11(n)),  (ii)  merge with or into, or (iii) sell or transfer (or permit
any  Subsidiary  to sell or transfer), in one transaction or a series of related
transactions,  assets  or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries taken as a whole, to any other
Person  or  Persons (other than the Company or any of its Subsidiaries in one or
more  transactions each of which complies with the last sentence of this Section
11(n))  if (x) at the time of or immediately after such consolidation, merger or
sale  there  are  any  rights,  warrants  or  other  instruments  outstanding or
agreements  or  arrangements  in  effect  which  would substantially diminish or
otherwise  eliminate  the benefits intended to be afforded by the Rights, or (y)
prior to, simultaneously with or immediately after such consolidation, merger or
sale  the  shareholders  of  a  Person who constitutes, or would constitute, the
"Principal Party" for the purposes of Section 13(a) have received a distribution
of  Rights  previously  owned  by  such  Person  or  any  of  its Affiliates and
Associates;  however,  this  Section  11(n)  shall not affect the ability of any
Subsidiary  of  the  Company to consolidate with, merge with or into, or sell or
transfer  assets  or  earning power to, any other Subsidiary of the Company. The
Company  further  covenants  and agrees that after the Distribution Date it will
not,  except  as  permitted  by  Section  23  or Section 27, take (or permit any
Subsidiary  to  take)  any  action  if  at  the  time such action is taken it is
reasonably foreseeable that such action will substantially diminish or otherwise
eliminate  the  benefits  intended  to  be  afforded  by  the  Rights.

     (o)  Notwithstanding  anything  in  this  Agreement to the contrary, if the
Company  at  any  time  after  the  date  of  this  Agreement  and  prior to the
Distribution  Date  (i)  declares or pays any dividend on the outstanding Common
Stock  payable  in  Common  Stock, or (ii) effects a subdivision, combination or
consolidation  of the outstanding Common Stock (by reclassification or otherwise
than by payment of dividends in Common Stock) into a greater or lesser number of
shares  of  Common  Stock,  then  in  any  such  case  (A)  the  number  of  one
one-thousandths  of a share of Preferred Stock purchasable after such event upon
proper  exercise  of  each Right will be determined by multiplying the number of
one  one-thousandths  of  a  share of Preferred Stock so purchasable immediately
prior  to  such  event  by  a  fraction, the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  prior to such event and the
denominator  of  which  is  the  number  of  shares  of Common Stock outstanding
immediately  after  such  event,  and (B) each share of Common Stock outstanding
immediately  after such event will have issued with respect to it that number of
Rights  which  each share of Common Stock of the Company outstanding immediately
prior  to such event had issued with respect to it. The adjustments provided for
in  this  Section  11(o) will be made successively whenever any such dividend is
declared  or  paid  or  any  such  subdivision,  combination or consolidation is
effected.

     (p)  The exercise of Rights under Section 11(a)(ii) will only result in the
loss  of  rights under Section 11(a)(ii) to the extent so exercised and will not
otherwise  affect  the rights of holders of Right Certificates under this Rights
Agreement,  including  rights  to  purchase  securities  of  the Principal Party
following  a  Section 13 Event that has occurred or may thereafter occur, as set
forth  in  Section  13.  Upon  exercise  of  a  Right  Certificate under Section
11(a)(ii),  the  Rights Agent shall return such Right Certificate duly marked to
indicate  that  such  exercise  has  occurred.


                                       21
<PAGE>
     SECTION 12.     CERTIFICATE OF ADJUSTED EXERCISE PRICE OR NUMBER OF SHARES.
     -----------

     Upon any adjustment pursuant to Section 11 or Section 13, the Company shall
(a)  promptly  prepare  a certificate setting forth such adjustment and a brief,
reasonably  detailed,  statement  of  the  facts,  computations  and methodology
accounting for such adjustment, (b) promptly file with the Rights Agent and with
each  transfer agent for the Preferred Stock and the Common Stock a copy of such
certificate,  and  (c)  mail  a  brief summary thereof to each holder of a Right
Certificate  (or,  if  prior  to  the  Distribution  Date,  to  each holder of a
certificate representing Common Stock) in accordance with Section 26. The Rights
Agent  will be fully authorized and protected in relying on any such certificate
and  on  any  adjustment  contained  therein  and will not be considered to have
knowledge  of  any  such  adjustment  unless  and  until  it  has  received such
certificate.

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

     (a)  If,  following  the Distribution Date, directly or indirectly, (x) the
Company  consolidates with, or merges with and into, an Acquiring Person (or any
Affiliate  or  Associate  of  an  Acquiring  Person), and the Company is not the
continuing  or  surviving  corporation  of  such consolidation or merger, (y) an
Acquiring  Person  (or  any  Affiliate  or  Associate  of  an  Acquiring Person)
consolidates  with  the  Company,  or  merges  with and into the Company and the
Company  is  the  continuing  or  surviving  corporation  of such merger and, in
connection  with such merger, all or part of the Common Stock is changed into or
exchanged  for  stock  or  other  securities  of  an Acquiring Person (or of any
Affiliate or Associate of an Acquiring Person) or cash or any other property, or
(z)  the  Company sells, mortgages or otherwise transfers (or one or more of its
Subsidiaries  sells,  mortgages or otherwise transfers), in one transaction or a
series  of related transactions, assets or earning power aggregating 50% or more
of  the  assets or earning power of the Company and its Subsidiaries (taken as a
whole)  to an Acquiring Person (or to any Affiliate or Associate of an Acquiring
Person),  then,  and  in each such case, the Company shall cause provision to be
made  so  that:  (i) each holder of a Right, except as provided in Section 7(e),
has the right to receive, upon the exercise thereof at the then current Exercise
Price  multiplied  by  the  then  number  of  one  one-thousandths of a share of
Preferred Stock for which a Right is then exercisable (or if a Section 11(a)(ii)
Event  has  occurred  prior  to  the  first  occurrence  of  a Section 13 Event,
multiplying  the number of such one one-thousandths of a share for which a Right
was exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event  by  the  Exercise  Price  in  effect  immediately  prior  to  such  first
occurrence)  in  accordance  with  the  terms  of this Agreement, such number of
validly  authorized  and  issued,  fully paid and nonassessable shares of freely
tradeable  Capital  Stock  of  the Principal Party (as defined herein), free and
clear  of  rights  of  call  or  first  refusal,  liens,  encumbrances, transfer
restrictions or other adverse claims, as are equal to the result obtained by (1)
multiplying the then current Exercise Price by the number of one one-thousandths
of a share of Preferred Stock for which a Right is exercisable immediately prior
to  the first occurrence of a Section 13 Event, (or if a Section 11(a)(ii) Event


                                       22
<PAGE>
has  occurred  prior  to the first occurrence of a Section 13 Event, multiplying
the  number  of  such  one  one-thousandths  of  a  share  for which a Right was
exercisable  immediately  prior  to  the first occurrence of a Section 11(a)(ii)
Event  by  the  Exercise  Price  in  effect  immediately  prior  to  such  first
occurrence),  and  dividing  that  product  by  (2) 50% of the Fair Market Value
(determined  pursuant  to  Section 11(d)) per share of the Capital Stock of such
Principal  Party on the date of consummation of such consolidation, merger, sale
or transfer; (ii) such Principal Party is thereafter liable for, and assumes, by
virtue  of  such  consolidation,  merger,  sale,  mortgage  or transfer, all the
obligations and duties of the Company pursuant to this Agreement; (iii) the term
"Company"  thereafter  refers  to  such  Principal  Party, it being specifically
intended  that Section 11 apply to such Principal Party, and (iv) such Principal
Party  takes  such  steps  including,  but  not limited to, the reservation of a
sufficient  number  of  shares  of  its  Capital Stock to permit exercise of all
outstanding  Rights  in  accordance  with  this  Section 13(a) and the making of
payments  in  cash or other securities in accordance with Section 11(a)(iii)) in
connection  with  such  consummation  as  may  be  necessary  to assure that the
provisions  hereof are thereafter applicable, as nearly as reasonably may be, in
relation  to  the  shares  its  Capital  Stock  thereafter  deliverable upon the
exercise  of  the  Rights.

     (b)  "Principal  Party"  means:

          (i)  in  the case of any transaction described in clause (x) or (y) of
     the  first  sentence of Section 13(a), the Person that is the issuer of any
     securities  into  which  Common  Stock  is  converted  in  such  merger  or
     consolidation,  or,  if  there  is more than one such issuer, the issuer of
     Capital  Stock that has the highest aggregate Fair Market Value (determined
     pursuant  to  Section i(d)), and if no securities are so issued, the Person
     that  is  the  other  party to the merger or consolidation, or, if there is
     more  than  one  such Person, the Person the Capital Stock of which has the
     highest aggregate Fair Market Value (determined pursuant to Section 11(d));
     and

          (ii)  in  the  case  of any transaction described in clause (z) of the
     first sentence of Section 13(a), the Person that is the party receiving the
     greatest  portion  of  the  assets or earning power transferred pursuant to
     such  transaction  or  transactions,  or, if each Person that is a party to
     such transaction or transactions receives the same portion of the assets or
     earning  power  transferred pursuant to such transaction or transactions or
     if  the Person receiving the largest portion of the assets or earning power
     cannot  be  determined,  that  Person  the  Capital  Stock of which has the
     highest aggregate Fair Market Value (determined pursuant to Section 11(d));

but  in  any  such  case, (1) if the Capital Stock of such Person is not at such
time and has not been continuously over the preceding 12-month period registered
under  Section  12  of  the  Exchange  Act ("Registered Capital Stock"), or such
Person  is not a corporation, and such Person is a direct or indirect Subsidiary
or  Affiliate  of  another  Person who has Registered Capital Stock outstanding,
"Principal  Party" refers to such other Person; (2) if the Capital Stock of such
Person  is not Registered Capital Stock or such Person is not a corporation, and
such  Person  is  a direct or indirect Subsidiary of another Person but is not a
direct  or  indirect  Subsidiary  of another Person which has Registered Capital
Stock  outstanding,  "Principal  Party"  refers to the ultimate parent entity of
such  first-mentioned  Person;  (3)  if  the Capital Stock of such Person is not
Registered Capital Stock or such Person is not a corporation, and such Person is
directly  or  indirectly  controlled by more than one Person, and one or more of
such  other  Persons has Registered Capital Stock outstanding, "Principal Party"
refers  to  whichever  of  such  other  Persons  is the issuer of the Registered
Capital  Stock  having  the  highest  aggregate  Fair  Market  Value (determined


                                       23
<PAGE>
pursuant  to  Section 11(d)); and (4) if the Capital Stock of such Person is not
Registered Capital Stock or such Person is not a corporation, and such Person is
directly  or  indirectly  controlled  by  more than one Person, and none of such
other Persons has Registered Capital Stock outstanding, "Principal Party" refers
to  whichever  ultimate  parent  entity  is  the corporation having the greatest
shareholders'  equity  or,  if  no such ultimate parent entity is a corporation,
"Principal  Party"  refers  to  whichever  ultimate  parent entity is the entity
having  the  greatest  net  assets.

     (c)  The  Company  shall  not consummate any consolidation, merger, sale or
transfer  referred  to  in  Section 13(a) unless prior thereto (x) the Principal
Party  has  a sufficient number of authorized shares of its Capital Stock, which
have not been issued or reserved for issuance, to permit the exercise in full of
the  Rights  in  accordance  with  this Section 13, and (y) the Company and each
Principal  Party  and  each  other  Person who may become a Principal Party as a
result  of  such consolidation, merger, sale or transfer shall have executed and
delivered  to  the Rights Agent a supplemental agreement providing for the terms
set  forth  in  Section  13(a)  and  (b)  and further providing that, as soon as
practicable  after  the  date  of any consolidation, merger, sale or transfer of
assets  mentioned in Section 13(a), the Principal Party at its own expense 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, cause such registration statement to
     become  effective  as  soon as practicable after such filing and cause such
     registration  statement  to remain effective (with a prospectus that at all
     times  meets  the  requirements of the Securities Act) until the Expiration
     Date;

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

          (iii)  list (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

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

     (d) If the Principal Party which is to be a party to a transaction referred
to  in this Section 13 has a provision in any of its authorized securities or in
its  Certificate  of  Incorporation or By-laws or other instrument governing its
corporate  affairs,  which  provision  would have the effect of (i) causing such
Principal  Party  to  issue  (other  than  to holders of Rights pursuant to this
Section  13),  in connection with, or as a consequence of, the consummation of a
transaction  referred  to  in  this  Section 13, Capital Stock of such Principal
Party  at  less  than the then current Fair Market Value (determined pursuant to
Section 11(d)) or securities exercisable for, or convertible into, Capital Stock


                                       24
<PAGE>
of  such  Principal Party at less than such Fair Market Value, or (ii) providing
for  any  special  payment,  tax  or  similar  provisions in connection with the
issuance of the Capital Stock of such Principal Party pursuant to the provisions
of  this  Section  13, then, in such event, the Company shall not consummate any
such  transaction unless prior thereto the Company and such Principal Party have
executed  and  delivered  to the Rights Agent a supplemental agreement providing
that  that  provision  of  such  Principal  Party  has  been canceled, waived or
amended,  or  that  the  authorized  securities  will  be redeemed, so that that
provision  will  have  no effect in connection with, or as a consequence of, the
consummation  of  the  proposed  transaction.

     This  Section  13  will  similarly  apply  to  successive  mergers  or
consolidations  or  sales  or  other  transfers.

     SECTION  14.     FRACTIONAL  RIGHTS  AND  FRACTIONAL  SHARES.
     ------------

     (a)  The Company is not required to issue fractions of Rights, except prior
to  the  Distribution  Date as provided in Section 11(o), or to distribute Right
Certificates  which  evidence  fractional  Rights.  If the Company elects not to
issue  such fractional Rights, the Company shall pay, in lieu of such fractional
Rights, to the registered holders of the Right Certificates with regard to which
such  fractional  Rights would otherwise be issuable, an amount in cash equal to
the  same  fraction  of  the  Fair  Market Value of a whole Right, as determined
pursuant  to  Section  11(d).

     (b)  The  Company is not required to issue fractions of shares of Preferred
Stock  (other  than fractions which are integral multiples of one one-thousandth
of  a  share  of  Preferred  Stock) upon exercise of the Rights or to distribute
certificates  which  evidence  fractional  shares of Preferred Stock (other than
fractions  which  are  integral  multiples  of  one one-thousandth of a share of
Preferred  Stock).  Fractions of shares of Preferred Stock in integral multiples
of  one one-thousandth of a share of Preferred Stock may, at the election of the
Company,  be  evidenced  by  depositary  receipts,  pursuant  to  an appropriate
agreement  between  the  Company  and a depositary selected by it, provided that
such  agreement shall provide that the holders of such depositary receipts shall
have  all  the  rights, privileges and preferences to which they are entitled as
beneficial  owners  of  the  shares  of  Preferred  Stock  represented  by  such
depositary  receipts.  In  lieu of fractional shares of Preferred Stock that are
not  integral multiples of one one-thousandth of a share of Preferred Stock, the
Company may pay to the registered holders of Right Certificates at the time such
Rights  are  exercised,  as herein provided, an amount in cash equal to the same
fraction  of the Fair Market Value of one one-thousandth of a share of Preferred
Stock.  For  purposes  of  this  Section  14(b),  the  Fair  Market Value of one
one-thousandth  of  a  share  of Preferred Stock shall be determined pursuant to
Section  11(d)  for  the  Trading  Day  immediately  prior  to  the date of such
exercise.

     (c)  The holder of a Right by the acceptance of the Rights expressly waives
the holder's right to receive any fractional Right or any fractional shares upon
exercise  of  a  Right,  except  as  permitted  by  this  Section  14.


                                       25
<PAGE>
     (d)  Whenever a payment for fractional Rights or fractional shares is to be
made  by the Rights Agent, the Company shall (i) promptly prepare and deliver to
the  Rights  Agent  a  certificate  setting forth in reasonable detail the facts
related  to  such payment and the prices and/or formulas utilized in calculating
such  payments,  and  (ii)  provide sufficient monies to the Rights Agent in the
form  of  fully collected funds to make such payments. The Rights Agent shall be
fully  protected  in relying upon such a certificate and shall have no duty with
respect  to,  and  shall  not  be  deemed  to  have knowledge of any payment for
fractional  Rights  or  fractional  shares  under  any Section of this Agreement
relating  to  the  payment  of fractional Rights or fractional shares unless and
until  the  Rights  Agent  shall have received such a certificate and sufficient
monies.

     SECTION  15.     RIGHTS  OF  ACTION.
     -----------      ------------------

     All  rights  of  action  in respect of this Agreement, other than rights of
action  vested in the Rights Agent pursuant to Sections 18 and 20, are vested in
the  respective  registered  holders of the Right Certificates (or, prior to the
Distribution  Date,  the  registered  holders  of  the  Common  Stock);  and any
registered  holder of any Right Certificate (or, prior to the Distribution Date,
of the Common Stock), without the consent of the Right Agent or of the holder of
any  other  Right Certificate (or, prior to the Distribution Date, of the Common
Stock),  may,  in  such  registered  holder's own behalf and for such registered
holder's  own  benefit, enforce, and may institute and maintain any suit, action
or  proceeding  against  the Company to enforce, or otherwise act in respect of,
his  or  her  right to exercise the Right evidenced by such Right Certificate in
the  manner  provided  in  such Right Certificate and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically  acknowledged that the holders of Rights would not have an adequate
remedy  at  law  for  any  breach of this Agreement and are entitled to specific
performance of the obligations hereunder and injunctive relief against actual or
threatened violations of the obligations hereunder of any Person subject to this
Agreement.  Holders  of  Rights are entitled to recover the reasonable costs and
expenses,  including  attorneys' fees, incurred by them in any action to enforce
this  Agreement.

     SECTION  16.     AGREEMENT  OF  RIGHT  HOLDERS.
     -----------      ------------------------------

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

     (a)  prior  to  the Distribution Date, each Right will be transferable only
simultaneously  and  together  with  the  transfer  of  Common  Stock;

     (b)  after  the  Distribution Date, the Right 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 purpose, duly endorsed or
accompanied  by  a  proper  instrument  of  transfer;

     (c) subject to Sections 6(a) and 7(f), the Company and the Rights Agent may
deem  and  treat  the Person in whose name a Right Certificate (or, prior to the
Distribution  Date,  the  associated  certificate  representing Common Stock) is
registered  as  the  absolute  owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right Certificates
or  the  associated  certificate  representing Common Stock made by anyone other
than  the Company or the Rights Agent) for all purposes whatsoever, and, subject
to  the  last sentence of Section 7(e), neither the Company nor the Rights Agent
shall  be  affected  by  any  notice  to  the  contrary;  and


                                       26
<PAGE>
     (d) notwithstanding anything in this Agreement to the contrary, neither the
Company nor the Rights Agent will have any liability to any holder of a Right or
other  Person  as  the result of its inability to perform any of its obligations
under  this  Agreement  by  reason of any preliminary or permanent injunction or
other  order, decree or ruling issued by a court of competent jurisdiction or by
a  governmental,  regulatory  or  administrative  agency  or  commission, or any
statute,  rule,  regulation  or  executive  order  promulgated or enacted by any
governmental  authority prohibiting or otherwise restraining performance of such
obligations;  however,  the  Company must use its reasonable efforts to have any
such order, decree or ruling lifted or otherwise overturned as soon as possible.

     SECTION  17.     RIGHT  CERTIFICATE  HOLDER  NOT  CONSIDERED A SHAREHOLDER.
     -----------      ----------------------------------------------------------

     No  holder,  as such, of any Right Certificate is entitled to vote, receive
dividends  or  be  considered for any purpose a holder of Preferred Stock or any
other securities of the Company that may at any time be issuable on the exercise
of  the Rights represented thereby, nor will anything contained herein or in any
Right  Certificate  be  construed  to  confer  upon  the  holder  of  any  Right
Certificate,  as  such, any of the rights of a shareholder of the Company or any
right  to  vote  for  the  election of directors or upon any matter submitted to
shareholders  at  any  meeting  thereof,  or  to give or withhold consent to any
corporate  action,  or  to receive notice of meetings or other actions affecting
shareholders  (except  as  provided  in  Section 25), or to receive dividends or
subscription  rights,  or otherwise, until the Right or Rights evidenced by such
Right  Certificate have been exercised in accordance with the provisions hereof.

     SECTION  18.     CONCERNING  THE  RIGHTS  AGENT.
     ------------

     (a)  The  Company agrees to pay to the Rights Agent reasonable compensation
for  all  services rendered by it hereunder and, from time to time, on demand of
the Rights Agent, its reasonable expenses and counsel fees and disbursements and
other  disbursements  incurred  in  the  preparation,  delivery,  amendment,
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, damage, judgment,
fine,  penalty,  claim,  demand,  settlement,  cost or expense, incurred without
gross negligence, bad faith or willful misconduct (each as finally determined by
a  final,  non-appealable  order,  judgment,  decree  or  ruling  of  a court of
competent  jurisdiction)  on the part of the Rights Agent, for any action taken,
suffered  or  omitted  by the Rights Agent in connection with the acceptance and
administration  of  this Agreement or the exercise and performance of its duties
hereunder,  including  the  costs and expenses of defending against any claim of
liability  arising  therefrom,  directly  or  indirectly. The provisions of this
Section 18 and Section 20 below shall survive the termination of this Agreement,
the  exercise  or expiration of the Rights and the resignation or removal of the
Rights  Agent.  The  costs  and  expenses  incurred  in  enforcing this right of
indemnification  shall  be  paid  by  the  Company.


                                       27
<PAGE>
     (b)  The  Rights  Agent shall be authorized and protected and will incur no
liability  for  or  in respect of any action taken, suffered or omitted by it in
connection  with  the  acceptance  and  administration  of this Agreement or the
exercise  and  performance  of  its  duties hereunder in reliance upon any Right
Certificate  or certificate representing Common Stock, Preferred Stock, or 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 and executed by the proper Person or Persons. The Rights Agent
shall  not be deemed to have any duty or notice unless and until the Company has
provided  the  Rights  Agent  with  actual  written  notice.

     (c) Anything in this Agreement to the contrary notwithstanding, in no event
shall  the Rights Agent be liable for special, punitive, indirect, incidental or
consequential  loss or damage of any kind whatsoever (including, but not limited
to,  lost profits), even if the Rights Agent has been advised of the possibility
of  such  loss or damage. Any liability of the Rights Agent under this Agreement
shall  be limited to the amount of fees paid by the Company to the Rights Agent.

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

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

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


                                       28
<PAGE>
     SECTION  20.     DUTIES  OF  RIGHTS  AGENT.
     ------------     -------------------------

     The Rights Agent undertakes the duties and obligations expressly imposed by
this  Agreement  (and no implied duties or obligations) upon the following terms
and  conditions,  by which the Company and the holders of Right Certificates, by
their  acceptance  thereof,  are  bound:

     (a) The Rights Agent may consult with legal counsel selected by it (who may
be  legal  counsel  for  the Company), and the advice or opinion of that counsel
will  be  full and complete authorization and protection to the Rights Agent and
the  Rights Agent shall incur no liability for or in respect of any action taken
or  omitted  by  it in good faith and in accordance with such advice or opinion.

     (b)  Whenever  in  the  exercise  and  performance of its duties under this
Agreement  the Rights Agent considers it necessary or desirable that any fact or
matter  (including, without limitation, the identity of any Acquiring Person and
the  determination of Fair Market Value) be proved or established by the Company
prior to taking or suffering or omitting to take any action hereunder, that fact
or  matter  (unless  other  evidence  in  respect thereof is herein specifically
prescribed)  may  be  considered  to be conclusively proved and established by a
certificate  signed  by a person believed by the Rights Agent to be the Chairman
of  the  Board of Directors, the President, a Vice President, the Treasurer, any
Assistant  Treasurer, the Secretary or an Assistant Secretary of the Company and
delivered  to  the  Rights Agent. Any such certificate will be full and complete
authorization  and protection to the Rights Agent for any action taken, suffered
or  omitted  in  good  faith  by  it  under this Agreement in reliance upon such
certificate.

     (c)  The  Rights  Agent  will  be  liable  hereunder only for its own gross
negligence,  bad  faith  or  willful misconduct (each as finally determined by a
final,  non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction).

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

     (e)  The  Rights  Agent  shall not be liable for, nor shall it be under any
responsibility in respect of the validity of this Agreement or the execution and
delivery  hereof  (except  the  due  execution hereof by the Rights Agent) or in
respect  of  the  validity  or  execution  of  any Right Certificate (except its
countersignature  thereon);  nor is it responsible for any breach by the Company
of  any  covenant  or  condition  contained  in  this  Agreement or in any Right
Certificate,  nor  is it responsible for any change in the exercisability of the
Rights (including the Rights becoming null and void pursuant to Section 7(e)) or
any  adjustment  required  under  Section  11,  Section  13  or Section 24(c) or
responsible  for  the  manner,  method  or  amount of any such adjustment or the


                                       29
<PAGE>
ascertaining  of  the  existence of facts that would require any such adjustment
(except  with  respect to the exercise of Rights evidenced by Right Certificates
after  receipt  of  a  certificate  describing  any such adjustment furnished in
accordance  with Section 12); nor is it responsible for any determination by the
Board  of  Directors  of the Fair Market Value of the Rights or Preferred Stock;
nor  will  it  by  any act hereunder be considered to make any representation or
warranty as to the authorization or reservation of any Common Stock or Preferred
Stock  or  any  Right Certificate or as to whether any Common Stock or Preferred
Stock  will,  when  so  issued, be validly authorized and issued, fully paid and
nonassessable.

     (f)  The Company 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 this Agreement.

     (g)  The  Rights  Agent  is  hereby  authorized  and  directed  to  accept
instructions  with  respect  to  the  performance  of  its  duties hereunder and
certificates delivered pursuant to any provision hereof from any person believed
by the Rights Agent to be the Chairman of the Board of Directors, the President,
a  Vice  President,  the  Secretary, an Assistant Secretary, the Treasurer or an
Assistant  Treasurer of the Company, and is authorized to apply to such officers
for  advice  or  instructions  in connection with its duties, and it will not be
liable for any action taken, suffered or omitted to be taken by it in good faith
in  accordance  with  the advice or instructions of any such officer. The Rights
Agent  shall  be  fully protected and authorized in relying upon the most recent
advice  or  instructions  received  by  any such officer. 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, suffered or
omitted  by the Rights Agent under this Agreement and the date on or after which
that  action  will  be taken or suffered or such omission will be effective. The
Rights Agent will not be liable for any action taken or suffered by, or omission
of,  the Rights Agent in accordance with a proposal included in such application
on  or  after the date specified in such application (which date may not be less
than  five  Business  Days  after  the  date any officer of the Company actually
receives  such  application, unless any such officer has consented in writing to
an  earlier  date)  unless, prior to taking or suffering any such action (or the
effective  date  in  the  case  of  an  omission), the Rights Agent has received
written instructions in response to such application specifying the action to be
taken,  suffered  or  omitted.

     (h)  The  Rights Agent and any shareholder, affiliate, 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 the Rights
Agent  under  this  Agreement.  Nothing  herein  precludes the Rights Agent from
acting  in  any  other  capacity  for  the  Company  or  for  any  other Person.

     (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 or any other Person resulting from any
such  act, default, neglect or misconduct, absent gross negligence, bad faith or
willful  misconduct  (each  as  finally  determined  by  a  court  of  competent
jurisdiction)  in  the  selection  and  continued  employment  thereof.


                                       30
<PAGE>
     (j)  No  provision of this Agreement requires the Rights Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance
of  any  of its duties hereunder or in the exercise of its rights if it believes
that  repayment  of  such funds or adequate indemnification against such risk or
liability  is  not  assured  to  it.

     (k)  If,  with  respect  to any Right 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  properly  completed  or indicates an affirmative response to clause (1) or
clause  (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  by first class mail. The Company may remove the Rights
Agent  or  any  successor  Rights Agent (with or without cause) 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 Common Stock and Preferred
Stock  by  registered  or  certified  mail,  and  to  the  holders  of the Right
Certificates  by  first-class mail. If the Rights Agent resigns or is removed or
otherwise  becomes incapable of acting, the Company shall appoint a successor to
the  Rights Agent. If the Company fails 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 Right Certificate (who shall,
with  such  notice, submit that holder's Right Certificate for inspection by the
Company),  then the incumbent Rights Agent or the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the appointment
of  a  new  Rights  Agent.  Any successor Rights Agent, whether appointed by the
Company  or  by  such a court, must be (a) a Person organized and doing business
under  the  laws  of  the  United States of America or of any other state of the
United  States of America, in good standing, which is authorized under such laws
to  exercise  stock transfer or corporate trust powers or to conduct shareholder
services  business  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 $50,000,000, or (b) an Affiliate of a
Person  described  in  clause  (a)  of  this  sentence.  After  appointment, the
successor  Rights  Agent will 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
that  purpose.  Not  later  than the effective date of any such appointment, the
Company  shall  file notice thereof in writing with the predecessor Rights Agent
and  each transfer agent of the Common Stock and the Preferred Stock, and mail a
notice  thereof  in writing to the registered holders of the Right Certificates.
Failure  to  give  any  notice  provided for in this Section 21, however, or any
defect  therein,  will 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.


                                       31
<PAGE>
     SECTION  22.     ISSUANCE  OF  NEW  RIGHT  CERTIFICATES.
     ------------     --------------------------------------

     Notwithstanding  any  provision  of  this Agreement or of the Rights to the
contrary,  the  Company  may,  at  its  option,  issue  new  Right  Certificates
evidencing  Rights  in  any form as may be approved by its Board of Directors to
reflect  any adjustment or change in the Exercise Price per share and the number
or kind or class of shares or other securities or property purchasable under the
Right  Certificates  made  in  accordance  with  this Agreement. In addition, in
connection  with the issuance or sale of Common Stock following the Distribution
Date  and  prior  to the redemption or expiration of the Rights, the Company (a)
shall,  with  respect to Common Stock 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 securities hereafter issued by the Company,
and  (b)  may,  in any other case, if considered necessary or appropriate by the
Board of Directors, issue Right Certificates representing the appropriate number
of  Rights in connection with such issuance or sales; however, (i) no such Right
Certificate  will  be  issued  if,  and  to the extent that, the Company will be
advised  by  counsel  that  such  issuance  would  create  a significant risk of
material  adverse  tax  consequences  to  the Company or the Person to whom such
Right  Certificate  would  be issued, and (ii) no such Right Certificate will be
issued  if,  and to the extent that, appropriate adjustments otherwise have been
made  in  lieu  of  the  issuance  thereof.

     SECTION  23.     REDEMPTION.
     -----------      -----------

     (a) The Board of Directors may, at its option, redeem all but not less than
all  of  the  then  outstanding Rights at a redemption price of $0.01 per Right,
appropriately  adjusted  to  reflect any dividend declared or paid on the Common
Stock  in  Common  Stock  or  any  subdivision or combination of the outstanding
Common  Stock  or similar event occurring after the date of this Agreement (such
redemption  price,  as adjusted from time to time, being hereinafter referred to
as the "Redemption Price"). The Rights may be redeemed only until the earlier to
occur  of  (i)  the  Close  of  Business,  on  the  calendar day after the Stock
Acquisition  Date,  or  (ii) the Close of Business on the Final Expiration Date.

     (b)  Immediately  upon  the  action  of the Board of Directors ordering the
redemption of the Rights, 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 will be to receive the Redemption Price for each Right so
held.  Promptly  after  the  action  of  the  Board  of  Directors  ordering the
redemption  of  the Rights, the Company shall give prompt written notice of such
redemption to the Rights Agent and the holders of the then outstanding Rights by
mailing  such  notice  to the Rights Agent and 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  Stock.  Any notice that is mailed in the manner herein provided shall be


                                       32
<PAGE>
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 Section 24 or in
connection  with  the  purchase  of Common Stock prior to the Distribution Date.

     (c)  The  Company  may,  at  its  option, pay the Redemption Price in cash,
Common  Stock (based on the Fair Market Value of the Common Stock as of the time
of redemption), or any other form of consideration considered appropriate by the
Board  of  Directors.

     (d)  For  a  period of 180 days from the date of the Distribution Date, the
right  to  redeem  the  Rights  set  forth  in  this  Section  23  shall only be
exercisable  by  the  Board  of Directors if a majority of the directors who are
members  of  such  Board  held  such office for at least six months prior to the
beginning  of  the  period.

     SECTION  24.     EXCHANGE.
     ------------     ---------

     (a)  The Board of Directors may, at its option, at any time on or after the
occurrence  of  a  Section  11(a)(ii)  Event,  exchange  all or part of the then
outstanding  and  exercisable  Rights  (which  will not include Rights that have
become  null  and  void  pursuant  to the provisions of Section 7(e)) for Common
Stock  at  an exchange ratio of one share of the Common Stock of the Company per
Right,  appropriately  adjusted  to  reflect  any share split, share dividend or
similar  transaction  occurring  after  the  date hereof (the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors is not empowered to effect
such  exchange  at  any  time  after  any  Person (other than an Exempt Person),
together  with  all  Affiliates  and  Associates  of  such  Person,  becomes the
Beneficial  Owner  of  50%  or  more  of  the  Common  Stock.

     (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
will  terminate and the only right thereafter of a holder of such Rights will be
to  receive  that  number  of shares of Common Stock equal to the number of such
Rights  held  by such holder multiplied by the Exchange Ratio. The Company shall
promptly give notice of any such exchange in accordance with Section 26, but the
failure  to  give, or any defect in, such notice will not affect the validity of
such  exchange. The Company promptly shall mail a notice of any such exchange to
the  Rights  Agent  and  to  all  of  the  holders  of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
that  is  mailed in the manner herein provided will be considered 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 Stock for Rights will be effected
and,  in  the  event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange will 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))  held  by  each  holder  of  Rights.


                                       33
<PAGE>
     (c)  In  any  exchange  pursuant  to  this  Section 24, the Company, at its
option,  may  substitute  Preferred  Stock  (or Preferred Stock Equivalents) for
Common  Stock exchangeable for Rights, at the initial rate of one one-thousandth
of a share of Preferred Stock (or Preferred Stock Equivalents) for each share of
Common  Stock,  as appropriately adjusted to reflect adjustments in the economic
rights  of  the  Preferred  Stock  pursuant  to  the  terms thereof, so that the
fraction of a share of Preferred Stock delivered in lieu of each share of Common
Stock  will  have  the  same  economic  rights  as  one  share  of Common Stock.

     (d)  If the Company elects to make any exchange pursuant to this Section 24
and,  at  the  time  of  that  exchange, there is not sufficient Common Stock or
Preferred  Stock  (or Preferred Stock Equivalents) issued but not outstanding or
authorized  but  unissued  to  permit  any exchange of Rights as contemplated in
accordance  with  this  Section 24, the Company shall take all actions as may be
necessary  to authorize additional Common Stock or Preferred Stock (or Preferred
Stock  Equivalents)  for  issuance  upon  exchange  of  the  Rights.

     (e) The Company will not be required to issue fractions of shares of Common
Stock  or  to distribute certificates which evidence fractional shares of Common
Stock.  If  the  Company  elects  not to issue those fractional shares of Common
Stock,  the  Company  shall  pay,  in  lieu of those fractional shares of Common
Stock,  to the registered holders of the Right Certificates with regard to which
those  fractional  shares of Common Stock would otherwise be issuable, an amount
in  cash equal to the same fraction of the Fair Market Value of a whole share of
Common  Stock  of  the Company. For the purposes of this paragraph (e), the Fair
Market  Value  of  a  whole  share  of  Common Stock of the Company shall be the
closing  price of a share of Common Stock of the Company (as determined pursuant
to  the  second  sentence  of  Section 11(d)(i)) for the Trading Day immediately
prior  to  the  date  of  exchange  pursuant  to  this  Section  24.
     (f)  For  a  period of 180 days from the date of the Distribution Date, the
right  to  exchange  the  Rights  set  forth  in  this  Section 24 shall only be
exercisable  by  the  Board  of Directors if a majority of the directors who are
members  of  such  Board  held  such office for at least six months prior to the
beginning  of  the  period.

     SECTION  25.     NOTICE  OF  CERTAIN  EVENTS.
     ------------     ----------------------------

     (a)  If the Company proposes at any time after the Distribution Date (i) to
pay  any  dividend  payable  in  shares of any class to the holders of Preferred
Stock or to make any other distribution to the holders of Preferred Stock (other
than  a  regular  periodic  cash  dividend),  or (ii) to offer to the holders of
Preferred  Stock  rights  or  warrants  to  subscribe  for  or  to  purchase any
additional  Preferred Stock or shares of capital stock of any class or any other
securities,  rights  or  options, or (iii) to effect any reclassification of its
Preferred Stock (other than a reclassification involving only the subdivision of
outstanding Preferred Stock), or (iv) to effect any consolidation or merger into
or  with, or to effect any sale, mortgage or other transfer (or to permit one or
more of its Subsidiaries to effect any sale, mortgage or other transfer), in one
transaction or a series of related transactions, of 50% or more of the assets or
earning  power  of  the  Company and its Subsidiaries (taken as a whole) to, any
other Person (other than a Subsidiary of the Company in one or more transactions
each  of  which is not prohibited by the last sentence of Section 11(n)), or (v)
to  effect the liquidation, dissolution or winding up of the Company, or (vi) to


                                       34
<PAGE>
declare  or  pay  any dividend on the Common Stock payable in Common Stock or to
effect  a  subdivision,  combination  or  consolidation  of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock) then
in  each such case, the Company shall give to each holder of a Right Certificate
and  to  the  Rights  Agent,  in  accordance  with  Section 26, a notice of that
proposed  action,  that specifies the record date for the purposes of that share
dividend,  distribution  of  rights  or  warrants,  or  the  date  on which that
reclassification,  consolidation,  merger,  sale,  transfer,  liquidation,
dissolution,  or  winding  up  is  to  take  place and the date of participation
therein  by  the  holders  of the Common Stock or Preferred Stock, if any record
date is to be fixed, and that notice shall be so given in the case of any action
covered  by  clause  (i)  or  (ii)  above at least twenty (20) days prior to the
record  date for determining holders of the Preferred Stock for purposes of that
action,  and  in the case of any other similar action, at least twenty (20) days
prior  to  the  date  of  the  taking  of  that  proposed  action or the date of
participation  therein  by  the  holders of the Common Stock or Preferred Stock,
whichever  is  earlier; but no notice shall be required pursuant to this Section
25  if  any  Subsidiary of the Company effects a consolidation or merger with or
into,  or  effects  a sale or other transfer of assets or earnings power to, any
other Subsidiary of the Company in a manner not inconsistent with the provisions
of  this  Agreement.

     (b)  If any Section 11(a)(ii) Event occurs, then the Company shall, as soon
as practicable thereafter, give to each registered holder of a Right Certificate
and  to  the  Rights  Agent,  in  accordance  with  Section  26, a notice of the
occurrence  of  that event, which will specify the event and the consequences of
the  event  to  holders  of  Rights  under  Section  11(a)(ii).

     SECTION  26.     NOTICES.
     -----------      --------

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

              Thornburg  Mortgage,  Inc.
              119  E.  March  Street
              Santa  Fe,  New  Mexico  87501
              Telephone  No.:  (505)  989-1900
              Facsimile  No.:   (505)  989-8156

Subject  to  Section 21, any notice or demand authorized by this Agreement to be
given  or made by the Company or by the holder of any Right Certificate to or on
the Rights Agent will be sufficiently given or made if sent by first-class mail,
postage  prepaid,  facsimile  transmission or by nationally-recognized overnight
courier  addressed  (until another address is filed in writing with the Company)
as  follows:


                                       35
<PAGE>
              Mellon  Investor  Services  LLC
              2323  Bryan  Street,  Suite  2300
              Dallas,  TX  75201
              Attention:  Relationship  Manager

              With  a  copy  to:

              Mellon  Investor  Services  LLC
              85  Challenger  Road
              Ridgefield  Park,  NJ  07660
              Attention:  General  Counsel

Notices  or  demands  authorized  by  this  Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate (or, prior to
the  Distribution  Date,  to  the  holder of any certificate representing Common
Stock)  shall be sufficiently given or made if sent by first-class mail, postage
prepaid,  addressed to that holder at the address of that holder as shown on the
registry  books  of  the  Company.

     SECTION  27.     SUPPLEMENTS  AND  AMENDMENTS.
     -----------      -----------------------------

     (a) Prior to the earlier of (i) the Distribution Date, and (ii) the date on
which  the  Rights  can no longer be redeemed in accordance with Section 23, the
Company  and  the  Rights  Agent  will, if the Company so directs, supplement or
amend  any  provision  of  this  Agreement  as the Company may deem necessary or
desirable  without  the  approval  of  any  holders of certificates representing
Common  Stock.  From  and  after the earlier date referred to in the immediately
preceding  sentence,  the  Company  and the Rights Agent will, if the Company so
directs,  supplement  or amend this Agreement without the approval of any holder
of  Right  Certificates only in order (i) to cure any ambiguity, (ii) to correct
or  supplement  any  provision  contained  herein  which  may  be  defective  or
inconsistent  with  any other provision herein, (iii) to shorten or lengthen any
time  period hereunder, or (iv) to change or supplement the provisions hereof in
any  manner which the Company may deem necessary or desirable and which will not
adversely  affect the interests of the holders of Right Certificates (other than
an  Acquiring  Person  or  any  Affiliate  or Associate of an Acquiring Person);
however,  from  and  after  the  Distribution  Date  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 the time the
Rights  are not redeemable, or (B) any other time period unless that lengthening
is for the purpose of protecting, enhancing or clarifying the rights of, and the
benefits  to,  the  holders  of  Rights  (other  than an Acquiring Person or any
Affiliate  or  Associate  of  an  Acquiring  Person).  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 this Section 27, the
Rights  Agent  shall  execute the proposed supplement or amendment. Prior to the
Distribution  Date,  the  interests  of the holders of Rights will be considered
coincident  with  the  interests of the holders of Common Stock. Notwithstanding
any  other  provision  hereof,  the  Rights  Agent's  consent  must  be obtained
regarding any amendment or supplement pursuant to this Section 27 that alters or
increases  the  Rights  Agent's  rights,  duties,  liabilities  or  obligations.


                                       36
<PAGE>
     (b)  For  a  period of 180 days from the date of the Distribution Date, the
right  to  supplement or amend this Agreement set forth in this Section 27 shall
only be exercisable by the Board of Directors if a majority of the directors who
are  members of such Board held such office for at least six months prior to the
beginning  of  the  period.

     SECTION  28.     SUCCESSORS.
     ------------     ----------

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

     SECTION  29.     DETERMINATIONS  AND  ACTIONS  BY  THE  BOARD OF DIRECTORS.
     ------------     ----------------------------------------------------------

     For all purposes of this Agreement, any calculation of the number of shares
of  Common  Stock  outstanding at any particular time, including for purposes of
determining  the  particular percentage of the outstanding Common Stock of which
any  Person  is  the  Beneficial Owner, will be made in accordance with the last
sentence of Rule 13d-3(d)(1)(i) of the Rules under the Exchange Act as in effect
on the date hereof. The Board of Directors has the exclusive power and authority
to  administer this Agreement and to exercise all rights and powers specifically
granted  to  the Board of Directors or to 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 will (x) be final, conclusive and binding on the Company, the Rights
Agent,  the holders of the Rights and all other parties, and (y) not subject any
member  of  the Board of Directors to any liability to the holders of the Rights
or to any other person. The Rights Agent shall always be entitled to assume that
the  Company's  Board  of  Directors  acted  in  good  faith  and shall be fully
protected  and  incur  no  liability  in  reliance  thereon.

     SECTION  30.     BENEFITS  OF  THIS  AGREEMENT.
     ------------     ------------------------------

     Nothing  in  this  Agreement  will be construed to give to any Person other
than  the  Company,  the  Rights  Agent  and the registered holders of the Right
Certificates  (and,  prior to the Distribution Date, the Common Stock) any legal
or  equitable right, remedy or claim under this Agreement. This Agreement is for
the  sole  and  exclusive  benefit  of  the  Company,  the  Rights Agent and the
registered  holders  of  the  Right Certificates (and, prior to the Distribution
Date,  registered  holders  of  the  Common  Stock).


                                       37
<PAGE>
     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 will remain in full force and effect and will in
no  way  be  affected, impaired or invalidated; but, notwithstanding anything in
this  Agreement to the contrary, if any 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 the Agreement would adversely affect the purpose or effect
of  the  Agreement,  the  right  of  redemption  set forth in Section 23 will be
reinstated  and  will  not  expire  until the Close of Business on the tenth day
following  the  date  of  that  determination  by  the  Board  of  Directors.

     SECTION  32.     GOVERNING  LAW.
     ------------

     This Agreement, each Right and each Right Certificate issued hereunder will
be  considered  to  be  a  contract  made under the laws of Maryland and for all
purposes  will  be  governed  by  and  construed  in accordance with the laws of
Maryland  applicable to contracts to be made and to be performed entirely within
Maryland;  provided,  however,  that all provisions regarding the rights, duties
and  obligations  of  the  Rights  Agent  shall  be governed by and construed in
accordance  with  the laws of the State of New York applicable to contracts made
and  to  be  performed  entirely  within  such  State.

     SECTION  33.     COUNTERPARTS.
     ------------

This  Agreement  may  be  executed  in  any  number  of  counterparts  and  each
counterpart  will  for  all  purposes  be  considered to be an original, and all
counterparts  will  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 will not control or affect the meaning or construction
of  any  of  the  provisions  of  this  Agreement.

     SECTION  35.     INTERPRETATIONS;  ABSENCE  OF  PRESUMPTION.
     ------------

     (a)  For  the purposes hereof, (i) words in the singular include the plural
and vice versa and words of one gender shall be held to include the other gender
as  the  context requires, (ii) the terms "hereof," "herein," and "herewith" and
words  of  similar import, unless otherwise stated, refer to this Agreement as a
whole (including all of the Exhibits hereto) and not to any particular provision
of  this  Agreement,  and  Section, paragraph, and Exhibit references are to the
Sections,  paragraphs  and  Exhibits  in  and to this Agreement unless otherwise
specified,  (iii)  the word "including" and words of similar import when used in
this Agreement mean "including, without limitation," unless otherwise specified,
and  (iv)  the  word  "or"  shall  not  be  exclusive,  but  means  "and/or."


                                       38
<PAGE>
(b)     This  Agreement  will  be construed without regard to any presumption or
rule  requiring  construction  or  interpretation  against the party drafting or
causing  any  instrument  to  be  drafted.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in one or more
counterparts  by or on behalf of each of the parties hereto as of the date first
above  written.

                              THORNBURG  MORTGAGE,  INC.,
                              a  Maryland  corporation

                              By:  /s/  Larry  A.  Goldstone
                                 ---------------------------
                              Name:     Larry  A.  Goldstone
                              Title:    President

                              MELLON  INVESTOR  SERVICES  LLC,
                              a  New  Jersey  limited  liability  company,
                              as  Rights  Agent

                              By:  /s/  Timothy  D.  Oliver
                                 --------------------------
                              Name:     Timothy  D.  Oliver
                              Title:    Business  Development


                                       39
<PAGE>
                                    EXHIBIT A

                                     FORM OF
                ARTICLES SUPPLEMENTARY OF RIGHTS AND PREFERENCES
                          OF A CLASS OF PREFERRED STOCK
                                       OF
                            THORNBURG MORTGAGE, INC.


                     BEING FILED SEPARATELY AS EXHIBIT 3.1.4


                                       A-1
<PAGE>

                                    EXHIBIT B

                            FORM OF RIGHT CERTIFICATE

                      BEING FILED SEPARATELY AS EXHIBIT 4.5


                                       B-1
<PAGE>
                                    EXHIBIT C

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK

     On  January 25, 2001, the Board of Directors of Thornburg Mortgage, Inc., a
Maryland  corporation  (the  "Company"), approved a Shareholder Rights Agreement
(the  "Rights  Agreement").  A  copy  of  the  Rights  Agreement,  including the
exhibits  thereto,  is  available  free of charge from the Company. This summary
description  of  the  Rights does not purport to be complete and is qualified in
its  entirety  by  reference  to  the  Rights  Agreement.

SUMMARY  OF  THE  RIGHTS

     Pursuant  to  the  Rights  Agreement,  the  Board  of  Directors declared a
dividend distribution of one Preferred Stock Purchase Right (a "Right") for each
outstanding  share  of  common  stock, par value $0.01 per share, of the Company
(the  "Common  Stock")  to shareholders of record as of the close of business on
April  6,  2001  (the "Record Date").  In addition, one Right will automatically
attach  to  each  share  of  Common Stock issued between the Record Date and the
Distribution Date (as defined herein). Each Right entitles the registered holder
thereof  to  purchase from the Company a unit (a "Preferred Unit") consisting of
one  one-thousandth of a share of Series B Cumulative Preferred Stock, par value
$0.01  per share (the "Preferred Stock"), at a cash exercise price of $50.00 per
Preferred  Unit  (the  "Exercise  Price"),  subject  to  adjustment.

     Initially,  the  Rights  are  not exercisable and are attached to and trade
with  the Common Stock outstanding as of, and all Common Stock issued after, the
Record  Date.  The  Rights  will  separate  from  the  Common  Stock,  separate
certificates  will  be distributed to holders of the Common Stock and the Rights
will  become  exercisable  upon  the earlier of (i) the close of business on the
10th  calendar  day  following  the  earlier of (a) the date of the first public
announcement  that  a  person or a group of affiliated or associated persons has
acquired  beneficial  ownership  of 9.8% or more of the outstanding Common Stock
(an  "Acquiring  Person"), or (b) the date on which the Company first has notice
or  otherwise  determines  that  a  person  has  become an Acquiring Person (the
earlier  of  (a)  and  (b),  the "Stock Acquisition Date"), or (ii) the close of
business  on  the 10th business day following the commencement of a tender offer
or exchange offer that would result, upon its consummation, in a person or group
becoming  the  Beneficial  Owner of 9.8% or more of the outstanding Common Stock
(the  earlier  of  (i)  and (ii), the "Distribution Date"). The Rights Agreement
exempts  from  the  definition  of  Acquiring Person any person who the Board of
Directors determines acquired 9.8% or more of the Common Stock inadvertently, if
that  person promptly divests itself of enough Common Stock to reduce the number
of  shares  beneficially  owned by that person to below the 9.8% threshold.  The
Rights Agreement also exempts from the definition of Acquiring Person any person
in  connection  with which the Board of Directors approved the transaction which
otherwise  would  have  resulted  in  that  person becoming an Acquiring Person.

     Until  the  Distribution  Date  (or  the  earlier  redemption,  exchange or
expiration  of the Rights), (i) the Rights will be evidenced by the Common Stock
certificates  and  will  be  transferred  with  and only with those Common Stock
certificates,  (ii)  new  Common Stock certificates issued after the Record Date
will  include  a  notation  incorporating the Rights Agreement by reference, and
(iii)  the  surrender for transfer of any certificate for Common Stock will also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by  that  certificate.


                                      C-1
<PAGE>
     The  Rights are not exercisable until the Distribution Date and will expire
at  the  close  of  business  on January 25, 2011, unless previously redeemed or
exchanged  by  the  Company  as  described  below.

     As soon as practicable after the Distribution Date, Right Certificates will
be  mailed  to  holders of record of Common Stock as of the close of business on
the  Distribution  Date  and,  thereafter, the separate Right Certificates alone
will  represent  the  Rights.  Except  as  otherwise  determined by the Board of
Directors,  only  Common  Stock  issued  prior  to the Distribution Date will be
issued  with  Rights.

     If  a  Stock  Acquisition  Date occurs, provision will be made so that each
holder  of  a  Right (other than an Acquiring Person or associates or affiliates
thereof,  whose  Rights  will  become null and void) thereafter has the right to
receive  upon  exercise  that  number  of shares of Common Stock having a market
value of two times the exercise price of the Right (that right being referred to
as  the "Subscription Right").  If, at any time following the Distribution Date:
(i) the Company consolidates with, or merges with and into, any Acquiring Person
or  any associate or affiliate thereof, and the Company is not the continuing or
surviving  corporation,  (ii) any Acquiring Person or any associate or affiliate
thereof  consolidates  with the Company, or merges with and into the Company and
the  Company  is  the continuing or surviving corporation of that merger and, in
connection  with that merger, all or part of the Common Stock is changed into or
exchanged for stock or other securities of any other person or cash or any other
property, or (iii) 50% or more of the Company's assets or earning power is sold,
mortgaged  or otherwise transferred, each holder of a Right will thereafter have
the  right  to  receive,  upon  exercise, capital stock of the acquiring company
having  a  market value equal to two times the exercise price of the Right (that
right  being  referred  to  as  the "Merger Right"). Each holder of a Right will
continue  to  have the Merger Right whether or not that holder has exercised the
Subscription  Right,  but  Rights  that  are  or  were  beneficially owned by an
Acquiring  Person  may  (under  certain  circumstances  specified  in the Rights
Agreement)  become  null  and  void.

     At  any  time after a Stock Acquisition Date occurs, the Board of Directors
may, at its option, exchange Common Stock or Preferred Units for all or any part
of the then outstanding and exercisable Rights (which excludes Rights held by an
Acquiring  Person)  at an initial exchange ratio of one share of Common Stock or
one Preferred Unit per Right. However, the Board of Directors generally will not
be  empowered  to  effect any such exchange at any time after any person becomes
the  Beneficial  Owner  of  50%  or  more  of  the  Common  Stock.

     The  Exercise  Price  payable,  and  the number of Preferred Units or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from  time  to  time to prevent dilution (i) in the event of a share
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock,  (ii)  if  holders  of  the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the  current market price of the Preferred Stock, or (iii) upon the distribution
to  holders  of  the  Preferred  Stock  of  evidences  of indebtedness or assets
(excluding  regular  quarterly  cash  dividends)  or  of  subscription rights or
warrants  (other  than  those  referred  to  in  (i)  and  (ii)).


                                      C-2
<PAGE>
     With  certain  exceptions,  no  adjustment  in  the  Exercise Price will be
required  until  cumulative  adjustments  amount  to at least 1% of the Exercise
Price.  The Company is not obligated to issue fractional Preferred Units. If the
Company  elects  not  to  issue  fractional  Preferred Units, in lieu thereof an
adjustment  in cash will be made based on the fair market value of the Preferred
Stock  on  the  last  trading  date  prior  to  the  date  of  exercise.

     The  Rights  may be redeemed in whole, but not in part, at a price of $0.01
per  Right  (payable  in  cash,  Common  Stock or other consideration considered
appropriate  by the Board of Directors) by the Board of Directors only until the
earlier  of  the  close  of  business  on  (i)  the calendar day after the Stock
Acquisition  Date,  or  (ii)  the  expiration  date  of  the  Rights  Agreement.
Immediately upon any action of the Board of Directors ordering redemption of the
Rights,  the  Rights will terminate and thereafter the only right of the holders
of  Rights  will  be  to  receive  the  redemption  price.

     The  Rights  Agreement may be amended by the Board of Directors in its sole
discretion  until the earlier of the Distribution Date and the date on which the
rights  become nonredeemable, as described above. After the earlier of those two
dates,  the  Board of Directors may, subject to certain limitations set forth in
the  Rights  Agreement,  amend  the Rights Agreement only to cure any ambiguity,
defect  or  inconsistency,  to  shorten  or lengthen any time period, or to make
changes  that do not adversely affect the interests of Rights holders (excluding
the  interests  of  an  Acquiring  Person  or associates or affiliates thereof).

     Until a Right is exercised, the holder will have no rights as a shareholder
of the Company (beyond those as an existing shareholder), including the right to
vote  or  to receive dividends. While the distribution of the Rights will not be
taxable  to shareholders or to the Company, shareholders may, depending upon the
circumstances,  recognize  taxable  income  if the Rights become exercisable for
Preferred  Units, other securities of the Company or other consideration, or for
common  stock  of  an  acquiring  company.

DESCRIPTION  OF  PREFERRED  STOCK

     The  Preferred  Stock that may be acquired upon exercise of the Rights will
not  be  redeemable  and  will  generally  rank  junior to any other outstanding
Preferred  Stock  of  the  Company,  including  the  Company's  Series  A  9.68%
Cumulative  Convertible Preferred Stock. Each share of Preferred Stock will have
a  preferential  quarterly  dividend  of the greater of (i) $1.00 per share, and
(ii)  an  amount  equal  to  1,000  times  the aggregate per share amount of any
dividend  declared  on the Common Stock, other than a dividend payable in Common
Stock  or  a  subdivision  of  the  outstanding  Common  Stock.

     If  the  Company liquidates, each holder of a share of Preferred Stock will
receive  a  preferred liquidation payment equal to the greater of (i) $1,000 per
share, and (ii) an amount per share equal to 1,000 times the aggregate amount to
be  distributed  per  share  of  Common  Stock.

Each share of the Preferred Stock will entitle the holder thereof to 1,000 votes
on  all  matters submitted to a vote of the shareholders of the Company, subject
to  adjustment  under certain circumstances. Except as otherwise provided by law
the holders of the Preferred Stock, the Common Stock and any other capital stock
of  the Company possessing general voting rights will vote as a single class. In
the  event  of an arrearage in payment of six quarterly dividends (regardless of
whether declared by the Board of Directors) the Board of Directors will increase
by  two  directors  to  be  elected  by the holders of outstanding shares of the
Preferred  Stock.


                                      C-3
<PAGE>
     On  any merger, consolidation or other transaction in which Common Stock is
exchanged,  each Preferred Unit will be entitled to receive the per share amount
paid  in  respect  of  each  share  of  Common  Stock.

     The  rights  of  holders  of  the  Preferred  Stock  to  dividends and upon
liquidation, and in connection with mergers and consolidations, are protected by
customary  anti-dilution  provisions.

     Because  of  the  nature  of  the  Preferred Stock dividend and liquidation
rights,  the economic value of each Preferred Unit issuable upon the exercise of
a  Right  should  approximate  the  economic  value  of a share of Common Stock.


                                      C-4
<PAGE>