SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                                     - and -

                     AMERICAN STOCK TRANSFER & TRUST COMPANY

                                  Rights Agent



                                RIGHTS AGREEMENT

                           Dated as of March 31, 1998





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                        TABLE OF CONTENTS


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

Exhibit A      Form of Certificate of Amendment...............             A - 1
Exhibit B      Form of Right Certificate......................             B - 1
Exhibit C      Summary of Rights to Purchase Preferred Shares.             C - 1


<PAGE>


     Agreement,  dated  as  of  March  31,  1998,  between  Software  Publishing
Corporation Holdings, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company (the "Rights Agent").

     WHEREAS,  the Board of Directors of the Company has authorized and declared
a dividend of one  preferred  share  purchase  right (a "Right") for each Common
Share  (as  hereinafter  defined)  of the  Company  outstanding  at the close of
business on April 30, 1998 (the  "Record  Date"),  each Right  representing  the
right to  purchase  one  one-thousandth  of a  Preferred  Share (as  hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further  authorized  and directed the issuance of one Right with respect to each
Common Share (as hereinafter  defined) that shall become outstanding between the
Record Date and the earliest of the  Distribution  Date, the Redemption Date and
the Final Expiration Date (as such terms are hereinafter defined).

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


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

     (a)  "Acquiring  Person" shall mean any Person (as such term is hereinafter
defined) who or which,  together with all  Affiliates  and  Associates  (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as
such term is  hereinafter  defined)  of 20% or more of the Common  Shares of the
Company then outstanding,  but shall not include the Company, any Subsidiary (as
such term is hereinafter  defined) of the Company,  any employee benefit plan of
the Company or any  Subsidiary  of the  Company,  or any entity  holding  Common
Shares  for or  pursuant  to the  terms of any such  plan.  Notwithstanding  the
foregoing,  no Person  shall  become an  "Acquiring  Person" as the result of an
acquisition  of Common  Shares by the Company  which,  by reducing the number of
shares  outstanding,  increases the proportionate  number of shares beneficially
owned by such  Person to 20% or more of the Common  Shares of the  Company  then
outstanding;  provided,  however,  that if a Person shall become the  Beneficial
Owner of 20% or more of the Common  Shares of the Company  then  outstanding  by
reason of share  purchases by the Company and shall,  after such share purchases
by the Company,  become the Beneficial Owner of any additional  Common Shares of
the  Company,  then such  Person  shall be deemed to be an  "Acquiring  Person."
Notwithstanding  the  foregoing,  if the  Board  of  Directors  of  the  Company
determines  in good  faith that a Person who would  otherwise  be an  "Acquiring
Person," as defined pursuant to the foregoing  provisions of this paragraph (a),
has  become  such  inadvertently,   and  such  Person  divests  as  promptly  as
practicable  a sufficient  number of Common  Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this  paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.

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

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

                    (i) which such Person or any of such Person's  Affiliates or
     Associates beneficially owns, directly or indirectly;

                    (ii) which such Person or any of such Person's Affiliates or
     Associates has (A) the right to acquire  (whether such right is exercisable
     immediately  or only after the passage of time)  pursuant to any agreement,
     arrangement  or  understanding  (other than customary  agreements  with and
     between  underwriters and selling group members with respect to a bona fide
     public offering of securities),  or upon the exercise of conversion rights,
     exchange rights, rights (other than these Rights),  warrants or options, or
     otherwise;  provided,  however,  that a  Person  shall  not be  deemed  the
     Beneficial Owner of, or to beneficially own,  securities  tendered pursuant
     to a tender or exchange offer made by or on behalf of such Person or any of

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     such Person's  Affiliates or Associates until such tendered  securities are
     accepted for purchase or exchange; or (B) the right to vote pursuant to any
     agreement,  arrangement or understanding;  provided, however, that a Person
     shall not be deemed the Beneficial  Owner of, or to  beneficially  own, any
     security  if the  agreement,  arrangement  or  understanding  to vote  such
     security (1) arises solely from a revocable  proxy or consent given to such
     Person in response to a public proxy or consent  solicitation made pursuant
     to,  and  in  accordance   with,  the  applicable   rules  and  regulations
     promulgated  under the Exchange Act and (2) is not also then  reportable on
     Schedule  13D  under  the  Exchange  Act (or any  comparable  or  successor
     report); or

                    (iii) which are beneficially owned,  directly or indirectly,
     by any  other  Person  with  which  such  Person  or any of  such  Person's
     Affiliates or Associates  has any agreement,  arrangement or  understanding
     (other than customary  agreements with and between underwriters and selling
     group  members with respect to a bona fide public  offering of  securities)
     for the  purpose  of  acquiring,  holding,  voting  (except  to the  extent
     contemplated  by the proviso to Section  1(c)(ii)(B))  or  disposing of any
     securities of the Company.

     Notwithstanding  anything in this definition of Beneficial Ownership to the
contrary,  the phrase "then outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities  then  issued  and  outstanding  together  with  the  number  of such
securities not then actually issued and  outstanding  which such Person would be
deemed to own beneficially hereunder.

     (d) "Business Day" shall mean any day other than a Saturday,  a Sunday or a
day on which banking institutions in New York are authorized or obligated by law
or executive order to close.

     (e) "Close of  business"  on any given date shall mean 5:00 P.M.,  New York
City time, on such date; provided, however, that, if such date is not a Business
Day,  it shall  mean 5:00  P.M.,  New York  City  time,  on the next  succeeding
Business Day.

     (f) "Common  Shares" when used with reference to the Company shall mean the
shares of common  stock,  par value  $.001 per share,  of the  Company.  "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or equity  interest)  with the greatest  voting power of such
other  Person or, if such other Person is a Subsidiary  of another  Person,  the
Person or Persons which ultimately control such first-mentioned Person.

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

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

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

     (j) "Preferred Shares" shall mean shares of Junior Participating  Preferred
Stock,  Series A, par value $.001 per share,  of the Company,  having the rights
and preferences set forth in the Form of Certificate of Designation  attached to
this Agreement as Exhibit A.

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

     (l)  "Shares  Acquisition  Date"  shall  mean  the  first  date  of  public
announcement  by the Company or an Acquiring  Person that a Person has become an
Acquiring Person.

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

     Section 2.  Appointment of Rights Agent.  The Company  hereby  appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall, prior to the Distribution Date, also

<PAGE>

be the holders of the Common Shares) in accordance with the terms and conditions
hereof,  and the Rights Agent hereby accepts such  appointment.  The Company may
from time to time  appoint  such  co-Rights  Agents as it may deem  necessary or
desirable.

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

     (b) On the Record Date, or as soon as practicable  thereafter,  the Company
will  send a copy of a  Summary  of  Rights to  Purchase  Preferred  Shares,  in
substantially  the form of  Exhibit  C hereto  (the  "Summary  of  Rights"),  by
first-class,  postage-prepaid mail, to each record holder of Common Shares as of
the close of business on the Record Date, at the address of such holder shown on
the records of the  Company.  With  respect to  certificates  for Common  Shares
outstanding as of the Record Date, until the Distribution  Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together  with a copy of the  Summary  of  Rights  attached  thereto.  Until the
Distribution Date (or the earlier of the Redemption Date or the Final Expiration
Date),  the  surrender  for  transfer  of  any  certificate  for  Common  Shares
outstanding on the Record Date,  with or without a copy of the Summary of Rights
attached  thereto,  shall also constitute the transfer of the Rights  associated
with the Common Shares represented thereby.

     (c)  Certificates  for Common Shares which become  outstanding  (including,
without limitation, reacquired Common Shares referred to in the last sentence of
this  paragraph  (c)) after the  Record  Date but prior to the  earliest  of the
Distribution  Date, the Redemption Date or the Final  Expiration Date shall have
impressed on, printed on, written on or otherwise  affixed to them the following
legend:

                    "This  certificate  also  evidences  and entitles the holder
     hereof  to  certain  rights  as set  forth  in a Rights  Agreement  between
     Software Publishing Corporation Holdings,  Inc. and American Stock Transfer
     & Trust Company,  dated as of March 31, 1998 (the "Rights Agreement"),  the
     terms of which are hereby  incorporated  herein by reference  and a copy of
     which is on file at the principal  executive offices of Software Publishing
     Corporation Holdings, Inc. Under certain circumstances, as set forth in the
     Rights  Agreement,  such Rights will be evidenced by separate  certificates
     and will no longer be evidenced by this  certificate.  Software  Publishing
     Corporation  Holdings,  Inc. will mail to the holder of this  certificate a
     copy of the Rights  Agreement  without  charge  after  receipt of a written
     request therefor.  Under certain circumstances,  as set forth in the Rights
     Agreement,  Rights issued to any Person who becomes an Acquiring Person (as
     defined in the Rights Agreement) may become null and void."


<PAGE>

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

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

     Section 5. Countersignature and Registration.  The Right Certificates shall
be  executed on behalf of the  Company by its  Chairman of the Board,  its Chief
Executive Officer, its President, any of its Vice Presidents,  or its Treasurer,
either  manually  or by  facsimile  signature,  shall have  affixed  thereto the
Company's seal or a facsimile thereof, and shall be attested by the Secretary or
an  Assistant  Secretary  of  the  Company,  either  manually  or  by  facsimile
signature.  The Right Certificates shall be manually countersigned by the Rights
Agent and shall not be valid for any purpose unless  countersigned.  In case any
officer of the Company who shall have signed any of the Right Certificates shall
cease to be such officer of the Company  before  countersignature  by the Rights
Agent and  issuance  and  delivery  by the  Company,  such  Right  Certificates,
nevertheless,  may be countersigned by the Rights Agent and issued and delivered
by the  Company  with the same  force and effect as though the person who signed
such Right  Certificates  had not ceased to be such officer of the Company;  and
any Right  Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right  Certificate,  although at the date of
the execution of this Rights Agreement any such person was not such an officer.

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

     Section  6.  Transfer,   Split  Up,   Combination  and  Exchange  of  Right
Certificates;  Mutilated, Destroyed, Lost or Stolen Right Certificates.  Subject
to the provisions of Section 14 hereof,  at any time after the close of business
on the  Distribution  Date,  and at or prior to the  close  of  business  on the
earlier of the Redemption Date or Final Expiration  Date, any Right  Certificate
or Right Certificates  (other than Right Certificates  representing  Rights that
have  become  void  pursuant  to  Section  11(a)(ii)  hereof  or that  have been
exchanged pursuant to Section 24 hereof) may be transferred,  split up, combined
or exchanged for another Right Certificate or Right Certificates,  entitling the
registered  holder  to  purchase  a  like  number  of one  one-thousandths  of a
Preferred Share as the Right Certificate or Right Certificates  surrendered then
entitled such holder to purchase.  Any registered  holder  desiring to transfer,
split up, combine or exchange any Right Certificate or Right  Certificates shall
make such request in writing  delivered to the Rights Agent, and shall surrender
the  Right  Certificate  or Right  Certificates  to be  transferred,  split  up,
combined or exchanged at the principal  office of the Rights  Agent.  Thereupon,
the Rights Agent shall  countersign and deliver to the person entitled thereto a
Right  Certificate or Right  Certificates,  as the case may be, as so requested.
The  Company  may  require  payment  of a sum  sufficient  to  cover  any tax or
governmental  charge that may be imposed in connection with any transfer,  split
up, combination or exchange of Right Certificates.


<PAGE>

     Upon  receipt  by the  Company  and  Rights  Agent of  evidence  reasonably
satisfactory  to them of the loss,  theft,  destruction or mutilation of a Right
Certificate,  and,  in case of  loss,  theft or  destruction,  of  indemnity  or
security  reasonably  satisfactory  to  them,  and,  at the  Company's  request,
reimbursement  to the  Company  and  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 make and deliver a new
Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

     Section 7. Exercise of Rights;  Purchase Price;  Expiration Date of Rights.
(a) The  registered  holder of any Right  Certificate  may  exercise  the Rights
evidenced thereby (except as otherwise provided herein), in whole or in part, at
any time after the  Distribution  Date upon surrender of the Right  Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal  office of the Rights Agent,  together with
payment of the Purchase Price for each one  one-thousandth  of a Preferred Share
as to which the Rights are  exercised,  at or prior to the  earliest  of (i) the
close of business on April 30, 2008 (the "Final Expiration Date"), (ii) the time
at which the  Rights  are  redeemed  as  provided  in  Section  23  hereof  (the
"Redemption  Date") or (iii) the time at which  such  Rights  are  exchanged  as
provided in Section 24 hereof.

     (b) The Purchase  Price for each one  one-thousandth  of a Preferred  Share
purchasable  pursuant to the exercise of a Right shall  initially be $1.00,  and
shall be subject to adjustment from time to time as provided in Section 11 or 13
hereof and shall be payable in lawful  money of the United  States of America in
accordance with paragraph (c) below.

     (c) Upon receipt of a Right Certificate  representing  exercisable  Rights,
with the form of election to purchase duly  executed,  accompanied by payment of
the  Purchase  Price for the shares to be  purchased  and an amount equal to any
applicable  transfer  tax  required  to be paid  by the  holder  of  such  Right
Certificate in accordance with Section 9 hereof,  by certified check,  cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon  promptly (i) (A) requisition from any transfer agent of the Preferred
Shares  certificates  for the number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests  or (B)  requisition  from the  depositary  agent  depositary  receipts
representing such number of one  one-thousandths  of a Preferred Share as are to
be purchased (in which case,  certificates for the Preferred Shares  represented
by such receipts  shall be deposited by the transfer  agent with the  depositary
agent),  and the Company hereby directs the depositary agent to comply with such
request, (ii) when appropriate,  requisition from the Company the amount of cash
to be paid in lieu of issuance of fractional  shares in accordance  with Section
14 hereof,  (iii) after receipt of such  certificates  or  depositary  receipts,
cause the same to be delivered to or upon the order of the registered  holder of
such Right Certificate, registered in such name or names as may be designated by
such holder and (iv) when  appropriate,  after receipt,  deliver such cash to or
upon the order of the registered holder of such Right Certificate.

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

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

     Section 9.  Availability  of Preferred  Shares.  The Company  covenants and
agrees  that  it  will  cause  to be  reserved  and  kept  available  out of its
authorized  and unissued  Preferred  Shares or any Preferred  Shares held in its

<PAGE>

treasury,  the number of Preferred  Shares that will be sufficient to permit the
exercise in full of all  outstanding  Rights in  accordance  with Section 7. The
Company  covenants  and  agrees  that it will  take  all such  action  as may be
necessary to ensure that all Preferred  Shares delivered upon exercise of Rights
shall,  at the time of delivery of the  certificates  for such Preferred  Shares
(subject to payment of the Purchase Price),  be duly and validly  authorized and
issued and fully paid and nonassessable shares.

     The  Company  further  covenants  and agrees  that it will pay when due and
payable any and all federal and state  transfer  taxes and charges  which may be
payable in respect of the issuance or delivery of the Right  Certificates  or of
any  Preferred  Shares  upon the  exercise  of Rights.  The  Company  shall not,
however,  be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right  Certificates  to a person other than,  or the
issuance or delivery of  certificates  or depositary  receipts for the Preferred
Shares  in a name  other  than  that of,  the  registered  holder  of the  Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any  certificates or depositary  receipts for Preferred Shares upon the exercise
of any  Rights  until  any such tax  shall  have  been  paid (any such tax being
payable by the holder of such Right  Certificate  at the time of  surrender)  or
until it has been established to the Company's  reasonable  satisfaction that no
such tax is due.

     Section 10.  Preferred  Shares  Record Date.  Each person in whose name any
certificate for Preferred Shares is issued upon the exercise of Rights shall for
all  purposes  be deemed to have  become the  holder of record of the  Preferred
Shares  represented  thereby on, and such  certificate  shall be dated, the date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the  Purchase  Price (and any  applicable  transfer  taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such person
shall be deemed to have  become  the record  holder of such  shares on, and such
certificate  shall be  dated,  the next  succeeding  Business  Day on which  the
Preferred  Shares transfer books of the Company are open.  Prior to the exercise
of the Rights evidenced thereby,  the holder of a Right Certificate shall not be
entitled  to any  rights of a holder of  Preferred  Shares  for which the Rights
shall be  exercisable,  including,  without  limitation,  the right to vote,  to
receive dividends or other  distributions or to exercise any preemptive  rights,
and shall not be  entitled  to  receive  any  notice of any  proceedings  of the
Company, except as provided herein.

     Section 11.  Adjustment  of Purchase  Price,  Number of Shares or Number of
Rights. The Purchase Price, the number of Preferred Shares covered by each Right
and the number of Rights outstanding are subject to adjustment from time to time
as provided in this Section 11.

               (a) (i) In the event the Company shall at any time after the date
     of this Agreement (A) declare a dividend on the Preferred Shares payable in
     Preferred  Shares,  (B) subdivide the  outstanding  Preferred  Shares,  (C)
     combine the outstanding Preferred Shares into a smaller number of Preferred
     Shares or (D) issue any shares of its capital  stock in a  reclassification
     of the Preferred Shares (including any such  reclassification in connection
     with a  consolidation  or merger in which the Company is the  continuing or
     surviving corporation), except as otherwise provided in this Section 11(a),
     the  Purchase  Price  in  effect  at the time of the  record  date for such
     dividend  or of the  effective  date of such  subdivision,  combination  or
     reclassification,  and the  number  and kind of  shares  of  capital  stock
     issuable on such date, shall be proportionately adjusted so that the holder
     of any Right  exercised  after such time shall be  entitled  to receive the
     aggregate  number and kind of shares of capital stock which,  if such Right
     had been  exercised  immediately  prior to such date and at a time when the
     Preferred Shares transfer books of the Company were open, such holder would
     have owned upon such  exercise  and been  entitled  to receive by virtue of
     such  dividend,  subdivision,  combination or  reclassification;  provided,
     however,  that in no event  shall  the  consideration  to be paid  upon the
     exercise of one Right be less than the aggregate par value of the shares of
     capital stock of the Company issuable upon exercise of one Right.

                    (ii) Subject to Section 24 and to the  limitation  set forth
     in the next paragraph of this Agreement, in the event any Person becomes an
     Acquiring  Person,  each holder of a Right shall thereafter have a right to
     receive,  upon  exercise  thereof  at a price  equal  to the  then  current
     Purchase  Price  multiplied  by  the  number  of one  one-thousandths  of a
     Preferred Share for which a Right is then  exercisable,  in accordance with
     the terms of this Agreement and in lieu of Preferred Shares, such number of
     Common  Shares of the  Company as shall  equal the result  obtained  by (x)
     multiplying  the  then  current   Purchase  Price  by  the  number  of  one

<PAGE>

     one-thousandths  of a Preferred Share for which a Right is then exercisable
     and  dividing  that product by (y) 50% of the then current per share market
     price of the Company's Common Shares (determined  pursuant to Section 11(d)
     hereof) on the date of the occurrence of such event.  In the event that any
     Person  shall  become an  Acquiring  Person  and the  Rights  shall then be
     outstanding, the Company shall not take any action which would eliminate or
     diminish the benefits intended to be afforded by the Rights.

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

                    (iii) In the event that there shall not be sufficient Common
     Shares issued but not  outstanding or authorized but unissued to permit the
     exercise  in  full  of  the  Rights  in   accordance   with  the  foregoing
     subparagraph  (ii),  the  Company  shall  take  all such  action  as may be
     necessary to authorize  additional Common Shares for issuance upon exercise
     of the Rights. In the event the Company shall,  after good faith effort, be
     unable  to take all such  action  as may be  necessary  to  authorize  such
     additional  Common Shares,  the Company shall  substitute,  for each Common
     Share that would  otherwise be issuable upon exercise of a Right,  a number
     of  Preferred  Shares or fraction  thereof  such that the current per share
     market price of one Preferred  Share  multiplied by such number or fraction
     is equal to the current per share  market  price of one Common  Share as of
     the date of issuance of such Preferred Shares or fraction thereof.

     (b) In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of  Preferred  Shares  entitling  them (for a
period expiring within 45 calendar days after such record date) to subscribe for
or purchase  Preferred Shares (or shares having the same rights,  privileges and
preferences  as  the  Preferred  Shares  ("equivalent   preferred  shares"))  or
securities convertible into Preferred Shares or equivalent preferred shares at a
price per Preferred Share or equivalent  preferred share (or having a conversion
price per share, if a security  convertible  into Preferred Shares or equivalent
preferred  shares)  less than the then  current  per share  market  price of the
Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase
Price to be in effect after such record date shall be determined by  multiplying
the  Purchase  Price  in  effect  immediately  prior  to such  record  date by a
fraction,  the  numerator  of which  shall be the  number  of  Preferred  Shares
outstanding  on such record date plus the number of  Preferred  Shares which the
aggregate  offering  price  of the  total  number  of  Preferred  Shares  and/or
equivalent  preferred  shares so to be offered  (and/or  the  aggregate  initial
conversion price of the convertible  securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred  Shares  outstanding on such record date plus the number of additional
Preferred  Shares  and/or   equivalent   preferred  shares  to  be  offered  for
subscription  or purchase  (or into which the  convertible  securities  so to be
offered are initially  convertible);  provided,  however, that in no event shall
the  consideration  to be paid upon the  exercise  of one Right be less than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise  of one  Right.  In  case  such  subscription  price  may be  paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors of the Company,  whose determination shall be described in a statement
filed with the Rights Agent.  Preferred  Shares owned by or held for the account
of the  Company  shall not be deemed  outstanding  for the  purpose  of any such
computation.  Such adjustment shall be made successively  whenever such a record
date is fixed;  and, in the event that such rights,  options or warrants are not
so issued,  the Purchase  Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

     (c) In case the  Company  shall  fix a  record  date  for the  making  of a
distribution  to all  holders  of  the  Preferred  Shares  (including  any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness

<PAGE>

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

               (d)  (i)  For  the  purpose  of any  computation  hereunder,  the
     "current per share  market  price" of any  security (a  "Security"  for the
     purpose  of this  Section  11(d)(i))  on any date shall be deemed to be the
     average of the daily  closing  prices per share of such Security for the 30
     consecutive Trading Days (as such term is hereinafter  defined) immediately
     prior to such date; provided,  however,  that in the event that the current
     per  share  market  price of the  Security  is  determined  during a period
     following the announcement by the issuer of such Security of (A) a dividend
     or  distribution  on such  Security  payable in shares of such  Security or
     securities convertible into such shares or (B) any subdivision, combination
     or  reclassification  of such  Security and prior to the  expiration  of 30
     Trading Days after the ex-dividend  date for such dividend or distribution,
     or the record date for such subdivision,  combination or  reclassification,
     then,  and in each such case,  the current per share  market price shall be
     appropriately  adjusted  to  reflect  the  current  market  price per share
     equivalent  of such  Security.  The closing price for each day shall be the
     last sale price,  regular way, or, in case no such sale takes place on such
     day,  the  average of the  closing bid and asked  prices,  regular  way, in
     either case as reported in the principal consolidated transaction reporting
     system with respect to securities  listed or admitted to trading on the New
     York  Stock  Exchange  or, if the  Security  is not listed or  admitted  to
     trading  on the New York  Stock  Exchange,  as  reported  in the  principal
     consolidated transaction reporting system with respect to securities listed
     on the  principal  national  securities  exchange on which the  Security is
     listed or admitted to trading or, if the Security is not listed or admitted
     to trading on any national securities  exchange,  the last quoted price or,
     if not so quoted,  the average of the high bid and low asked  prices in the
     over-the-counter  market, as reported by The Nasdaq Stock Market ("Nasdaq")
     or such other  automated  quotation  system then in use, or, if on any such
     date the  Security is not quoted by any such  organization,  the average of
     the closing bid and asked  prices as  furnished  by a  professional  market
     maker making a market in the  Security  selected in good faith by the Board
     of  Directors of the Company.  The term  "Trading  Day" shall mean a day on
     which the principal national securities exchange, Nasdaq or other automated
     quotation  system on which the Security is listed or admitted to trading is
     open for the  transaction  of business or, if the Security is not listed or
     admitted to trading on any national securities exchange, a Business Day.

                    (ii)  For the  purpose  of any  computation  hereunder,  the
     "current  per  share  market  price"  of  the  Preferred  Shares  shall  be
     determined in accordance with the method set forth in Section 11(d)(i).  If
     the Preferred Shares are not publicly traded, the "current per share market
     price"  of the  Preferred  Shares  shall be  conclusively  deemed to be the
     current per share market price of the Common Shares as determined  pursuant
     to Section  11(d)(i)  (appropriately  adjusted to reflect any stock  split,
     stock  dividend or similar  transaction  occurring  after the date hereof),
     multiplied by one thousand.  If neither the Common Shares nor the Preferred
     Shares are publicly held or so listed or traded,  "current per share market
     price" shall mean the fair value per share as  determined  in good faith by
     the  Board  of  Directors  of the  Company,  whose  determination  shall be
     described in a statement filed with the Rights Agent.

     (e) No  adjustment  in the  Purchase  Price shall be  required  unless such
adjustment  would require an increase or decrease of at least 1% in the Purchase
Price;  provided,  however, that any adjustments which by reason of this Section
11(e) are not  required  to be made  shall be  carried  forward  and taken  into
account in any subsequent  adjustment.  All  calculations  under this Section 11
shall be made to the  nearest  cent or to the  nearest  one  one-millionth  of a

<PAGE>

Preferred Share or one ten-thousandth of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the  transaction  which requires such  adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

     (f) If as a result of an adjustment  made pursuant to Section 11(a) hereof,
the holder of any Right  thereafter  exercised  shall become entitled to receive
any  shares  of  capital  stock of the  Company  other  than  Preferred  Shares,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right shall be subject to adjustment  from time to time in a manner and on terms
as nearly  equivalent  as  practicable  to the  provisions  with  respect to the
Preferred  Shares  contained in Section  11(a) through (c),  inclusive,  and the
provisions  of Sections  7, 9, 10 and 13 with  respect to the  Preferred  Shares
shall apply on like terms to any such other shares.

     (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
Preferred  Share  purchasable  from time to time  hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

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

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

     (j)  Irrespective  of any adjustment or change in the Purchase Price or the
number of one one-thousandths of a Preferred Share issuable upon the exercise of
the  Rights,  the Right  Certificates  theretofore  and  thereafter  issued  may
continue to express the Purchase Price and the number of one  one-thousandths of
a Preferred Share which were expressed in the initial Right Certificates  issued
hereunder.


<PAGE>

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

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

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

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

     Section 12.  Certificate  of Adjusted  Purchase  Price or Number of Shares.
Whenever  an  adjustment  is made as  provided  in Section 11 or 13 hereof,  the
Company shall promptly (a) prepare a certificate  setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the  Rights  Agent and with each  transfer  agent for the  Common  Shares or the
Preferred Shares a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate in accordance with Section 25 hereof.

     Section 13. Consolidation,  Merger or Sale or Transfer of Assets or Earning
Power.  In the event,  directly  or  indirectly,  at any time after a Person has
become an Acquiring  Person,  (a) the Company shall  consolidate  with, or merge
with and into, any other Person, (b) any Person shall consolidate with, or merge
with and into,  the Company and the Company shall be the continuing or surviving
corporation of such merger and, in connection  with such merger,  all or part of
the  Common  Shares  shall  be  changed  into or  exchanged  for  stock or other
securities of any other Person (or the Company) or cash or any other property or
(c)  the  Company  shall  sell  or  otherwise  transfer  (or  one or more of its
Subsidiaries  shall sell or otherwise  transfer),  in one or more  transactions,
assets or earning power  aggregating  50% or more of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person other
than the Company or one or more of its wholly-owned  Subsidiaries,  then, and in
each such  case,  proper  provision  shall be made so that (i) each  holder of a
Right (except as otherwise  provided  herein) shall thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one  one-thousandths  of a Preferred Share for

<PAGE>

which  a Right  is then  exercisable,  in  accordance  with  the  terms  of this
Agreement and in lieu of Preferred Shares,  such number of Common Shares of such
other Person  (including  the Company as successor  thereto or as the  surviving
corporation)  as shall  equal the result  obtained by (A)  multiplying  the then
current Purchase Price by the number of one one-thousandths of a Preferred Share
for which a Right is then  exercisable  and dividing  that product by (B) 50% of
the then  current  per share  market  price of the  Common  Shares of such other
Person (determined pursuant to Section 11(d) hereof) on the date of consummation
of such consolidation,  merger, sale or transfer, (ii) the issuer of such Common
Shares  shall  thereafter  be liable for,  and shall  assume,  by virtue of such
consolidation,  merger, sale or transfer,  all the obligations and duties of the
Company pursuant to this Agreement, (iii) the term "Company" shall thereafter be
deemed  to refer to such  issuer  and (iv) such  issuer  shall  take such  steps
(including,  but not limited to, the  reservation of a sufficient  number of its
Common  Shares in  accordance  with  Section 9 hereof) in  connection  with such
consummation  as may be  necessary  to assure that the  provisions  hereof shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to the
Common  Shares  thereafter  deliverable  upon the  exercise of the  Rights.  The
Company shall not consummate any such  consolidation,  merger,  sale or transfer
unless  prior  thereto  the  Company and such  issuer  shall have  executed  and
delivered to the Rights Agent a supplemental agreement so providing. The Company
shall not enter into any  transaction of the kind referred to in this Section 13
if, at the time of such transaction, there are any rights, warrants, instruments
or securities  outstanding or any agreements or arrangements  which, as a result
of the  consummation  of such  transaction,  would  eliminate  or  substantially
diminish the benefits  intended to be afforded by the Rights.  The provisions of
this Section 13 shall similarly apply to successive mergers or consolidations or
sales or other transfers.

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

     (b) The  Company  shall not be  required to issue  fractions  of  Preferred
Shares (other than fractions which are integral  multiples of one one-thousandth
of a Preferred Share) upon exercise of the Rights or to distribute  certificates
which  evidence  fractional  Preferred  Shares (other than  fractions  which are
integral  multiples of one  one-thousandth of a Preferred  Share).  Fractions of
Preferred  Shares in integral  multiples  of one  one-thousandth  of a Preferred
Share may, at the election of the Company, be evidenced by depositary  receipts,
pursuant to an  appropriate  agreement  between  the  Company  and a  depositary
selected by it; provided,  that such agreement shall provide that the holders of
such depositary  receipts shall have all the rights,  privileges and preferences
to which  they  are  entitled  as  beneficial  owners  of the  Preferred  Shares
represented by such depositary receipts.

     In lieu of fractional  Preferred Shares that are not integral  multiples of
one one-thousandth of a Preferred Share, the Company shall pay to the registered
holders of Right  Certificates  at the time such Rights are  exercised as herein
provided  an amount in cash equal to the same  fraction  of the  current  market
value of one  Preferred  Share.  For the  purposes of this  Section  14(b),  the
current  market  value of a  Preferred  Share  shall be the  closing  price of a

<PAGE>

Preferred  Share (as  determined  pursuant  to the  second  sentence  of Section
11(d)(i)  hereof)  for the  Trading  Day  immediately  prior to the date of such
exercise.

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

     Section  15.  Rights of  Action.  All  rights of action in  respect of this
Agreement,  excepting  the  rights of action  given to the  Rights  Agent  under
Section 18 hereof, are vested in the respective  registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares),  without the consent of the Rights
Agent  or of the  holder  of any  other  Right  Certificate  (or,  prior  to the
Distribution  Date, of the Common Shares),  may, in such holder's own behalf and
for such 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,  such  holder's  right  to  exercise  the  Rights  evidenced  by such  Right
Certificate  in the  manner  provided  in  such  Right  Certificate  and in this
Agreement.  Without  limiting the  foregoing  or any  remedies  available to the
holders of Rights,  it is specifically  acknowledged  that the holders of Rights
would not have an adequate  remedy at law for any breach of this  Agreement  and
will  be  entitled  to  specific  performance  of  the  obligations  under,  and
injunctive relief against actual or threatened  violations of the obligations of
any Person subject to, this Agreement.

     Section  16.  Agreement  of Right  Holders.  Every  holder  of a Right,  by
accepting  the same,  consents  and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

     (a) prior to the Distribution Date, the Rights will be transferable only in
connection with the transfer of the Common Shares;

     (b) after the  Distribution  Date, the Right  Certificates are transferable
only on the registry  books of the Rights Agent if  surrendered at the principal
office of the Rights Agent,  duly endorsed or accompanied by a proper instrument
of transfer; and

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

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

     Section 18.  Concerning the Rights Agent.  The Company agrees to pay to the
Rights Agent  reasonable  compensation  for all services  rendered by the Rights
Agent  hereunder  and,  from time to time,  on demand of the Rights  Agent,  the
Rights  Agent's  reasonable  expenses and counsel  fees and other  disbursements
incurred in the  administration and execution of this Agreement and the exercise
and performance of the Rights Agent's duties hereunder.  The Company also agrees
to indemnify  the Rights Agent for, and to hold it harmless  against,  any loss,
liability,  or  expense,  incurred  without  negligence,  bad  faith or  willful
misconduct on the part of the Rights Agent,  for anything done or omitted by the

<PAGE>

Rights  Agent in  connection  with the  acceptance  and  administration  of this
Agreement,  including  the costs and expenses of defending  against any claim of
liability in the premises.

     The Rights Agent shall be protected and shall incur no liability for, or in
respect  of any  action  taken,  suffered  or  omitted  by the  Rights  Agent in
connection with, the Rights Agent's administration of this Agreement in reliance
upon any Right  Certificate  or certificate  for the Preferred  Shares or Common
Shares or for other  securities  of the Company,  instrument  of  assignment  or
transfer, power of attorney, endorsement,  affidavit, letter, notice, direction,
consent,  certificate,  statement  or other  paper or  document  believed by the
Rights  Agent to be genuine and to be signed,  executed  and,  where  necessary,
verified or acknowledged, by the proper person or persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.

     Section 19. Merger or  Consolidation or Change of Name of Rights Agent. Any
corporation  into which the Rights  Agent or any  successor  Rights Agent may be
merged or with which the Rights Agent may be  consolidated,  or any  corporation
resulting  from any merger or  consolidation  to which the  Rights  Agent or any
successor  Rights Agent shall be a party, or any  corporation  succeeding to the
stock  transfer or corporate  trust powers of the Rights Agent or any  successor
Rights Agent,  shall be the  successor to the Rights Agent under this  Agreement
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto; provided, that such corporation would be eligible for
appointment  as a  successor  Rights  Agent under the  provisions  of Section 21
hereof.  In case at the time such  successor  Rights Agent shall  succeed to the
agency created by this Agreement,  any of the Right Certificates shall have been
countersigned  but not delivered,  any such successor Rights Agent may adopt the
countersignature  of  the  predecessor  Rights  Agent  and  deliver  such  Right
Certificates  so  countersigned;  and,  in case at that  time  any of the  Right
Certificates shall not have been  countersigned,  any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor  Rights Agent;  and in all such cases such
Right  Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

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

     Section 20. Duties of Rights Agent.  The Rights Agent undertakes the duties
and  obligations  imposed  by  this  Agreement  upon  the  following  terms  and
conditions,  by all of which the Company and the holders of Right  Certificates,
by their acceptance thereof, shall be bound:

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

     (b) Whenever in the  performance  of the Rights  Agent's  duties under this
Agreement,  the Rights Agent shall deem it necessary or desirable  that any fact
or matter (including,  without limitation,  the identity of any Acquiring Person
and the determination of "current market price") be proved or established by the
Company prior to taking or suffering any action  hereunder,  such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively  proved and established by a certificate  signed by
any one of the Chairman of the Board,  Chief Executive Officer,  President,  any
Vice  President,  Treasurer or the Secretary of the Company and delivered to the
Rights Agent;  and such  certificate  shall be full  authorization to the Rights
Agent for any action  taken or suffered in good faith by the Rights  Agent under
the provisions of this Agreement in reliance upon such certificate.

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


<PAGE>

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

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

     (f) The Company agrees that 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 the provisions of this Agreement.

     (g)  The  Rights  Agent  is  hereby   authorized  and  directed  to  accept
instructions  with  respect  to the  performance  of the Rights  Agent's  duties
hereunder from any one of the Chairman of the Board,  Chief  Executive  Officer,
President,  any Vice  President,  Secretary or Treasurer of the Company,  and to
apply to such officers for advice or  instructions in connection with the Rights
Agent's duties, and the Rights Agent shall not be liable for any action taken or
suffered by the Rights Agent in good faith in accordance  with  instructions  of
any  such  officer  or  for  any  delay  in  acting  while   waiting  for  those
instructions.

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

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

     (j) No provision of this Agreement shall require the Rights Agent to expend
or risk the Rights Agent's own funds or otherwise incur any financial  liability
in the  performance  of any of the Rights  Agent's  duties  hereunder  or in the
exercise of the Rights Agent's rights, if there shall be reasonable  grounds for
believing that repayment of such funds or adequate  indemnification against such
risk or liability is not reasonably assured to the Rights Agent.

     Section  21.  Change of Rights  Agent.  The Rights  Agent or any  successor
Rights Agent may resign and be discharged  from its duties under this  Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified mail, and to
the  holders of the Right  Certificates  by  first-class  mail.  The Company may
remove the Rights  Agent or any  successor  Rights Agent upon 30 days' notice in
writing,  mailed to the Rights Agent or successor  Rights Agent, as the case may
be, and to each  transfer  agent of the  Common  Shares or  Preferred  Shares by
registered or certified  mail, and to the holders of the Right  Certificates  by

<PAGE>

first-class  mail.  If the  Rights  Agent  shall  resign or be  removed or shall
otherwise become  incapable of acting,  the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such  appointment  within a
period of 30 days after  giving  notice of such removal or after the Company 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 such 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, shall be a corporation  organized and doing business
under the laws of the United States or of the State of New York (or of any other
state of the  United  States so long as such  corporation  is  authorized  to do
business as a banking  institution in the State of New York),  in good standing,
having an office in the State of New York,  which is authorized  under such laws
to  exercise  corporate  trust  or  stock  transfer  powers  and is  subject  to
supervision or  examination by federal or state  authority and which has, at the
time of appointment as Rights Agent, a combined  capital and surplus of at least
$50 million. After appointment,  the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if such successor Rights
Agent 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 such predecessor  Rights Agent hereunder,
and execute and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such appointment,  the
Company shall file notice thereof in writing with the  predecessor  Rights Agent
and each  transfer  agent of the Common Shares or Preferred  Shares,  and mail a
notice thereof in writing to the registered  holders of the Right  Certificates.
Failure to give any notice  provided  for in this  Section 21,  however,  or any
defect therein,  shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

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

     Section 23.  Redemption.  (a) The Board of Directors of the Company may, at
its option,  at any time prior to such time as any Person  becomes an  Acquiring
Person,  redeem all,  but not less than all,  the then  outstanding  Rights at a
redemption price of $.001 per Right, appropriately adjusted to reflect any stock
split,  stock dividend or similar  transaction  occurring  after the date hereof
(such redemption price being hereinafter referred to as the "Redemption Price").
The  redemption  of the Rights by the  Company's  Board of Directors may be made
effective at such time,  on such basis and with such  conditions as the Board of
Directors, in its sole discretion, may establish.

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

     Each such notice of  redemption  will state the method by which the payment
of the  Redemption  Price  will be  made.  Neither  the  Company  nor any of its
Affiliates or Associates may redeem, acquire or purchase for value any Rights at
any time in any manner other than that specifically set forth in this Section 23
or in Section  24 hereof,  and other than in  connection  with the  purchase  of
Common Shares prior to the Distribution Date.

     Section 24. Exchange. (a) The Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring  Person,  exchange all
or part of the then outstanding and exercisable  Rights (which shall not include

<PAGE>

Rights that have become void  pursuant to the  provisions  of Section  11(a)(ii)
hereof) for Common  Shares at an exchange  ratio of one Common  Share per Right,
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction   occurring  after  the  date  hereof  (such  exchange  ratio  being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors  shall not be  empowered  to effect such  exchange at any
time after any Person  (other than the Company,  any  Subsidiary of the Company,
any employee  benefit plan of the Company or any such  Subsidiary  or any entity
holding  Common Shares for or pursuant to the terms of any such plan),  together
with all Affiliates and Associates of such Person,  becomes the Beneficial Owner
of 50% or more of the Common Shares then outstanding.

     (b)  Immediately  upon the action of the Board of  Directors of the Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24
and  without any  further  action and without any notice,  the right to exercise
such Rights shall  terminate  and the only right  thereafter of a holder of such
Rights shall be to receive  that number of Common  Shares equal to the number of
such Rights held by such holder  multiplied by the Exchange  Ratio.  The Company
shall promptly give public notice of any such exchange;  provided, however, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange.  The Company promptly shall mail a notice of any such exchange
to all of the holders of such Rights at their last addresses as they appear upon
the registry books of the Rights Agent. Any notice which is mailed in the manner
herein  provided shall be deemed given,  whether or not the holder  receives the
notice.

     Each such notice of exchange will state the method by which the exchange of
the Common  Shares for Rights will be effected  and, in the event of any partial
exchange,  the number of Rights which will be  exchanged.  Any partial  exchange
shall be  effected  pro rata based on the number of Rights  (other  than  Rights
which have become void pursuant to the provisions of Section  11(a)(ii)  hereof)
held by each holder of Rights.

     (c) In the event that there shall not be  sufficient  Common  Shares issued
but not  outstanding or authorized but unissued to permit any exchange of Rights
as  contemplated  in accordance with this Section 24, the Company shall take all
such  action as may be  necessary  to  authorize  additional  Common  Shares for
issuance upon exchange of the Rights. In the event the Company shall, after good
faith effort, be unable to take all such action as may be necessary to authorize
such additional  Common Shares,  the Company shall  substitute,  for each Common
Share that would  otherwise be issuable  upon  exchange of a Right,  a number of
Preferred  Shares or fraction  thereof  such that the  current per share  market
price of one Preferred  Share  multiplied by such number or fraction is equal to
the  current  per  share  market  price  of one  Common  Share as of the date of
issuance of such Preferred Shares or fraction thereof.

     (d) The Company  shall not be required to issue  fractions of Common Shares
or to distribute  certificates which evidence  fractional Common Shares. In lieu
of such  fractional  Common  Shares,  the  Company  shall pay to the  registered
holders of the Right  Certificates  with regard to which such fractional  Common
Shares would  otherwise be issuable an amount in cash equal to the same fraction
of the current  market value of a whole Common  Share.  For the purposes of this
paragraph  (d),  the current  market  value of a whole Common Share shall be the
closing price of a Common Share (as determined  pursuant to the second  sentence
of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

     Section 25. Notice of Certain Events. (a) In case the Company shall propose
to (i) pay any  dividend  payable  in stock of any class to the  holders  of its
Preferred  Shares or to make any other  distribution to the holders of Preferred
Shares (other than a regular quarterly cash dividend), (ii) offer to the holders
of  Preferred  Shares  rights or warrants to  subscribe  for or to purchase  any
additional  Preferred  Shares  or  shares  of  stock of any  class or any  other
securities,  rights or options,  (iii) effect any  reclassification of Preferred
Shares  (other  than  a  reclassification  involving  only  the  subdivision  of
outstanding  Preferred Shares),  (iv) effect any consolidation or merger into or
with,  or to effect any sale or other  transfer (or to permit one or more of the
Company's  Subsidiaries  to effect any sale or other  transfer),  in one or more
transactions,  of 50% or more of the assets or earning  power of the Company and
the Company's  Subsidiaries  (taken as a whole) to, any other Person, (v) effect
the liquidation, dissolution or winding up of the Company or (vi) declare or pay
any  dividend  on the  Common  Shares  payable  in  Common  Shares  or  effect a
subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
reclassification  or otherwise  than by payment of dividends in Common  Shares),
then,  in each such  case,  the  Company  shall  give to each  holder of a Right

<PAGE>

Certificate,  in  accordance  with Section 26 hereof,  a notice of such proposed
action,  which  shall  specify  the record  date for the  purposes of such stock
dividend  or  distribution  of rights  or  warrants,  or the date on which  such
reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
dissolution or winding up is to take place and the date of participation therein
by the holders of the Common Shares and/or Preferred Shares, if any such date is
to be fixed, and such notice shall be so given in the case of any action covered
by clause  (i) or (ii)  above at least  ten days  prior to the  record  date for
determining  holders of the Preferred Shares for purposes of such action, and in
the case of any such  other  action,  at least ten days prior to the date of the
taking of such  proposed  action  or the date of  participation  therein  by the
holders of the Common Shares and/or  Preferred  Shares,  whichever  shall be the
earlier.

     (b) In case the event set forth in Section  11(a)(ii)  hereof  shall occur,
then the Company shall as soon as practicable  thereafter give to each holder of
a Right  Certificate,  in  accordance  with  Section 26 hereof,  a notice of the
occurrence  of such  event,  which  notice  shall  describe  such  event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

     Section 26. Notices.  Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any Right  Certificate  to
or on the Company  shall be  sufficiently  given or made if sent by certified or
registered mail,  return receipt  requested,  postage prepaid,  addressed (until
another  address is filed in writing with the Rights Agent in the same manner of
a notice prescribed by this Section 26) as follows:

                    Software Publishing Corporation Holdings, Inc.
                    3 Oak Road
                    Fairfield, New Jersey  07004

with a copy to:     Kaufman & Associates, LLC
                    50 Charles Lindbergh Boulevard
                    Suite 206
                    Mitchel Field, New York  11553
                    Attention: Neil M. Kaufman, Esq.

     Subject  to the  provisions  of  Section  21  hereof,  any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder
of any Right  Certificate to or on the Rights Agent shall be sufficiently  given
or made if sent by certified  or  registered  mail,  return  receipt  requested,
postage  prepaid,  addressed (until another address is filed in writing with the
Company  in the  same  manner  of a notice  prescribed  by this  Section  26) as
follows:

                    American Stock Transfer & Trust Company
                    40 Wall Street
                    New York, New York  10005

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

     Section 27.  Supplements and Amendments.  The Company may from time to time
supplement or amend this Agreement  without the approval of any holders of Right
Certificates in order to cure any ambiguity, correct or supplement any provision
contained  herein  which  may  be  defective  or  inconsistent  with  any  other
provisions  herein or make any other provisions with respect to the Rights which
the Company may deem necessary or desirable, any such supplement or amendment to
be evidenced by a writing signed by the Company and the Rights Agent;  provided,
however,  that  from and after  such time as any  Person  becomes  an  Acquiring
Person,  this Agreement shall not be amended in any manner which would adversely
affect the interests of the holders of Rights.

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


<PAGE>

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

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

     Section 31. Governing Law. This Agreement and each Right Certificate issued
hereunder  shall be deemed to be a contract  made under the laws of the State of
Delaware and for all purposes  shall be governed by and  construed in accordance
with the laws of such State  applicable  to contracts  to be made and  performed
entirely within such State.

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

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


<PAGE>


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




                                     SOFTWARE PUBLISHING
                                  CORPORATION HOLDINGS, INC.


                                  By:s/ Mark E. Leininger
                                    Mark E. Leininger
                                    President and Chief Operating Officer


ATTEST:


By:s/ Marc E. Jaffe
   Marc E. Jaffe, Secretary


                                    AMERICAN STOCK TRANSFER
                                        & TRUST COMPANY


                                  By:s/  Herbert J. Lemmer
                                  Name:  Herbert J. Lemmer
                                  Title: Vice President


ATTEST:


By:s/ Susan Silber
Name:     Susan Silber
Title:    Assistant Secretary



<PAGE>


                                                        Exhibit A


                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                                      FORM

                                       of

                           CERTIFICATE OF DESIGNATIONS

                                     of the

                 JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A


                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware



     SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC., a corporation organized and
existing  under the laws of the State of Delaware  (the  "Corporation"),  hereby
certifies  that the  following  resolution  was  duly  adopted  by the  Board of
Directors of the  Corporation at a duly convened  meeting  thereof held on March
31,  1998,  at which  meeting a quorum of the  directors  was present and acting
throughout:

                    RESOLVED,   that,   pursuant   to  Article   Fourth  of  the
     Certificate  of  Incorporation,  as amended,  which creates and  authorizes
     1,939,480  shares  of  Preferred  Stock of the par value of $.001 per share
     (hereinafter  called the "Serial Preferred Stock"),  of which no shares are
     currently  issued and  outstanding  so that all 1,939,480  shares of Serial
     Preferred  Stock have the status of authorized but unissued  shares and are
     available for issuance,  the Board of Directors of the  Corporation  hereby
     establishes  a series of  Serial  Preferred  Stock to  consist  of  100,000
     shares, and hereby fixes the powers, designation, preferences and relative,
     participating, optional and other rights of such series of Serial Preferred
     Stock, and the  qualifications,  limitations and restrictions  thereof,  in
     addition to those set forth in said Article Fourth, as follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Junior  Participating  Preferred Stock,  Series A" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 100,000.  Such number of shares may be  increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the conversion of any outstanding  securities issued by the Company  convertible
into Series A Preferred Stock.

     Section 2.  Dividends and Distributions.

          (a)  Subject to the rights of the  holders of any shares of any series
of  Preferred  Stock (or any similar  stock)  ranking  prior and superior to the
Series A Preferred  Stock with  respect to  dividends,  the holders of shares of
Series A Preferred  Stock,  in preference  to the holders of Common  Stock,  par
value $.001 per share (the "Common  Stock"),  of the  Company,  and of any other
junior  stock,  shall be entitled to  receive,  when,  as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends  payable in cash on the first day of January,  April, July and October
in each year (each such date being  referred to herein as a "Quarterly  Dividend

<PAGE>

Payment Date"),  commencing on the first Quarterly  Dividend  Payment Date after
the first  issuance  of a share or  fraction  of a share of  Series A  Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $10 or (ii)  subject to the  provision  for  adjustment  hereinafter  set
forth,  1,000 times the  aggregate per share amount of all cash  dividends,  and
1,000 times the  aggregate  per share  amount  (payable in kind) of all non-cash
dividends  or other  distributions,  other than a dividend  payable in shares of
Common  Stock or a  subdivision  of the  outstanding  shares of Common Stock (by
reclassification  or  otherwise),   declared  on  the  Common  Stock  since  the
immediately  preceding  Quarterly  Dividend Payment Date or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred  Stock. In the event the Company shall
at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock,  or effect a subdivision or combination  or  consolidation  of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then, in each such case, the amount to which holders
of shares of Series A Preferred  Stock were entitled  immediately  prior to such
event  under  clause  (ii)  of the  preceding  sentence  shall  be  adjusted  by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

          (b) The Company shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (a) of this Section immediately after
the Company  declares a dividend or distribution on the Common Stock (other than
a dividend  payable in shares of Common  Stock);  provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment  Date,  a dividend of $10 per share on the Series A
Preferred  Stock  shall  nevertheless  be payable on such  subsequent  Quarterly
Dividend Payment Date.

          (c) Dividends  shall begin to accrue and be cumulative on  outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding  the date of issue of such  shares,  unless  the date of issue of such
shares is prior to the  record  date for the first  Quarterly  Dividend  Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares,  or,  unless the date of issue is a Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred  Stock entitled to receive a quarterly  dividend
and before such Quarterly Dividend Payment Date, in either of which events, such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Preferred  Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred  Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 50 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights. The holders of shares of Series F Preferred Stock
shall have the following voting rights:

          (a) Subject to the provision  for  adjustment  hereinafter  set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Company.  In
the event the  Company  shall at any time  declare  or pay any  dividend  on the
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,  then, in each
such case,  the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled  immediately prior to such event shall be adjusted
by multiplying  such number by a fraction,  the numerator of which is the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

          (b) Except as otherwise  provided herein,  in any other Certificate of
Designations  creating a series of Serial  Preferred Stock or any similar stock,
or by law, the holders of shares of Series A Preferred  Stock and the holders of

<PAGE>

shares of Common Stock and any other capital stock of the Company having general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of shareholders of the Company.

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

     Section 4.     Certain Restrictions.

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

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

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

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

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

     (b) The Company shall not permit any  subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could,  under paragraph (a) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

     Section  5.  Reacquired  Shares.  Any  shares of Series A  Preferred  Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled  promptly after the  acquisition  thereof.  All such shares
shall, upon their cancellation,  become authorized but unissued shares of Serial
Preferred Stock and may be reissued as part of a new series of Serial  Preferred
Stock subject to the conditions and  restrictions  on issuance set forth herein,
in the Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Serial Preferred Stock or any similar stock or as otherwise
required by law.

     Section 6.  Liquidation,  Dissolution or Winding Up. Upon any  liquidation,
dissolution or winding up of the Company,  no distribution  shall be made (a) to
the holders of shares of stock  ranking  junior  (either as to dividends or upon
liquidation,  dissolution or winding up) to the Series A Preferred Stock unless,
prior  thereto,  the  holders of shares of Series A  Preferred  Stock shall have
received $1,000 per share,  plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;

<PAGE>

provided  that the  holders  of  shares  of Series A  Preferred  Stock  shall be
entitled to receive an aggregate amount per share,  subject to the provision for
adjustment  hereinafter set forth,  equal to 1,000 times the aggregate amount to
be  distributed  per share to holders of shares of Common  Stock,  or (b) to the
holders of shares of stock  ranking on a parity  (either as to dividends or upon
liquidation,  dissolution  or  winding  up) with the Series A  Preferred  Stock,
except  distributions  made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled  upon such  liquidation,  dissolution  or winding up. In the
event the Company  shall at any time  declare or pay any  dividend on the Common
Stock payable in shares of Common Stock,  or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by  reclassification
or  otherwise  than by payment of a dividend  in shares of Common  Stock) into a
greater or lesser number of shares of Common Stock, then, in each such case, the
aggregate  amount to which  holders of shares of Series A  Preferred  Stock were
entitled  immediately prior to such event under the proviso in clause (a) of the
preceding  sentence shall be adjusted by multiplying  such amount by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

     Section 7. Consolidation, Merger, etc. In case the Company shall enter into
any consolidation,  merger, combination or other transaction in which the shares
of Common Stock are  exchanged  for or changed  into other stock or  securities,
cash and/or any other  property,  then, in any such case, each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount of stock, securities,  cash and/or any
other  property  (payable in kind),  as the case may be, into which or for which
each share of Common  Stock is changed or  exchanged.  In the event the  Company
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of Common Stock,  then, in each such case, the amount set forth
in the  preceding  sentence  with respect to the exchange or change of shares of
Series A  Preferred  Stock shall be  adjusted  by  multiplying  such amount by a
fraction,  the  numerator  of which is the  number of  shares  of  Common  Stock
outstanding  immediately  after  such  event and the  nominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     Section 8. No Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.

     Section 9. Rank. The Series A Preferred  Stock shall rank,  with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Serial Preferred Stock.

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


     IN WITNESS WHEREOF,  Software Publishing  Corporation  Holdings,  Inc., has
caused this  Certificate of Designations to be signed by Mark E. Leininger,  its
President and Chief  Operating  Officer,  and attested to by Marc E. Jaffe,  its
Secretary, this 31st day of March, 1998.

<PAGE>


                                          SOFTWARE PUBLISHING
                                        CORPORATION HOLDINGS, INC.


                                        By:
                                        Mark E. Leininger
                                        President and Chief Operating Officer


[CORPORATE SEAL]


ATTEST:


By:
Marc E. Jaffe, Secretary


<PAGE>

                                                                  Exhibit B



                            Form of Right Certificate


Certificate No. R - ___                                     ________ Rights


   NOT EXERCISABLE AFTER APRIL 30, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE
                ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.


                                RIGHT CERTIFICATE

                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


     This certifies that  _____________________,  or registered  assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of March 31, 1998 (the "Rights Agreement"), between Software
Publishing  Corporation Holdings,  Inc., a Delaware corporation (the "Company"),
and American  Stock Transfer & Trust Company (the "Rights  Agent"),  to purchase
from the  Company  at any time  after  the  Distribution  Date (as such  term is
defined in the Rights  Agreement) and prior to 5:00 P.M., New York City time, on
April 30, 2008, at the principal office of the Rights Agent, or at the office of
its successor as Rights Agent, one one-thousandth of a fully paid non-assessable
share of Junior  Participating  Preferred  Stock,  Series A, par value $.001 per
share (the "Preferred Shares"), of the Company, at a purchase price of $1.00 per
one   one-thousandth  of  a  Preferred  Share  (the  "Purchase   Price"),   upon
presentation  and surrender of this Right  Certificate with the Form of Election
to  Purchase  duly  executed.  The  number of  Rights  evidenced  by this  Right
Certificate  (and the number of one  one-thousandths  of a Preferred Share which
may be purchased upon exercise  hereof) set forth above,  and the Purchase Price
set forth above,  are the number and Purchase Price as of April 30, 1998,  based
on the Preferred  Shares as  constituted at such date. As provided in the Rights
Agreement,  the  Purchase  Price  and the  number  of one  one-thousandths  of a
Preferred Share which may be purchased upon the exercise of the Rights evidenced
by this Right  Certificate are subject to  modification  and adjustment upon the
happening of certain events.

     This Right  Certificate  is subject  to all of the  terms,  provisions  and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby  incorporated  herein by  reference  and made a part  hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights  Agent,  Company  and  holders of the Right  Certificates.  Copies of the
Rights Agreement are on file at the principal  executive  offices of the Company
and the above-mentioned offices of the Rights Agent.

     This Right  Certificate,  with or without  other Right  Certificates,  upon
surrender at the  principal  office of the Rights  Agent,  may be exchanged  for
another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
Preferred  Shares as the  Rights  evidenced  by the Right  Certificate  or Right
Certificates  surrendered  shall have entitled such holder to purchase.  If this
Right  Certificate  shall be exercised in part,  the holder shall be entitled to
receive upon surrender  hereof another Right  Certificate or Right  Certificates
for the number of whole Rights not exercised.


<PAGE>

     Subject to the provisions of the Rights Agreement,  the Rights evidenced by
this  Certificate  (i) may be redeemed by the Company at a  redemption  price of
$.001  per  Right or (ii)  may be  exchanged  in whole or in part for  Preferred
Shares or shares of the Company's Common Stock, par value $.001 per share.

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

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

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

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

Dated as of ________________, ____


                                          SOFTWARE PUBLISHING
                                        CORPORATION HOLDINGS, INC.


                                        By:
                                        Mark E. Leininger
                                        President and Chief Operating Officer


ATTEST:


By:
Marc E. Jaffe, Secretary


Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY


By:
Authorized Signature



<PAGE>


                    Form of Reverse Side of Right Certificate


                               FORM OF ASSIGNMENT

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


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

Dated:    ______________, ____


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

Signature Guaranteed:

     Signatures must be guaranteed by an eligible guarantor institution (a bank,
stock broker, savings and loan association or credit union with membership in an
approved signature guarantee program) pursuant to Rule 17Ad-15 of the Securities
Exchange Act of 1934.

--------------------------------------------------------------------------------


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

Signature: _____________________________________________________________________


                          FORM OF ELECTION TO PURCHASE

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


To:  SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (Please print name and address)


<PAGE>


Please insert social security or other identifying number: _____________________

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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         (Please print name and address)
Please insert social security or other identifying number: _____________________

Dated:    ________________, ____


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


Signature Guaranteed:

     Signatures must be guaranteed by an eligible guarantor institution (a bank,
stock broker, savings and loan association or credit union with membership in an
approved signature guarantee program) pursuant to Rule 17Ad-15 of the Securities
Exchange Act of 1934.

--------------------------------------------------------------------------------


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

Signature: _____________________________________________________________________


          -------------------------------------------------------------


                                     NOTICE

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

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


<PAGE>


                                                                  Exhibit C



                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
                 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES


     On  March  31,  1998,  the  Board  of  Directors  of  Software   Publishing
Corporation Holdings,  Inc. (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $.001 per share (the "Common  Shares"),  of the  Company.  The dividend is
payable on April 30, 1998 (the "Record Date") to the  shareholders  of record on
that date.  Each Right  entitles  the  registered  holder to  purchase  from the
Company one one-thousandth of a share of Junior  Participating  Preferred Stock,
Series A, par value $.001 per share (the "Preferred Shares"),  of the Company at
a price of $1.00 per one  one-thousandth  of a  Preferred  Share (the  "Purchase
Price"), subject to adjustment.  The description and terms of the Rights are set
forth  in  a  Rights  Agreement,  dated  as  of  March  31,  1998  (the  "Rights
Agreement"), between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) ten days following a public  announcement
that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
Person") have acquired  beneficial  ownership of 20% or more of the  outstanding
Common Shares or (ii) ten business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group of
affiliated  persons becomes an Acquiring  Person) following the commencement of,
or  announcement  of an intention to make, a tender offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group of 20% or more of the outstanding Common Shares (the earlier of such dates
being  called the  "Distribution  Date"),  the Rights  will be  evidenced,  with
respect to any of the Common  Share  certificates  outstanding  as of the Record
Date,  by such Common  Share  certificate  with a copy of this Summary of Rights
attached thereto.

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

     The Rights are not exercisable until the Distribution Date. The Rights will
expire on April 30, 2008 (the "Final  Expiration  Date"),  unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.

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

     The number of outstanding Rights and the number of one one-thousandths of a
Preferred  Share  issuable  upon  exercise  of each  Right are also  subject  to
adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock

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dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

     Preferred  Shares  purchasable  upon  exercise  of the  Rights  will not be
redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
quarterly dividend payment of $10 per share but will be entitled to an aggregate
dividend of 1,000 times the dividend declared per Common Share.

     In the event of  liquidation,  the holders of the Preferred  Shares will be
entitled to a minimum  preferential  liquidation payment of $1,000 per share but
will be entitled  to an  aggregate  payment of 1,000 times the payment  made per
Common Share.  Each Preferred Share will have 1,000 votes,  voting together with
the Common Shares.  Finally, in the event of any merger,  consolidation or other
transaction in which Common Shares are exchanged,  each Preferred  Share will be
entitled to receive  1,000 times the amount  received  per Common  Share.  These
rights are protected by customary antidilution provisions.

     Because of the nature of the Preferred  Shares'  dividend,  liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
purchasable  upon  exercise of each Right  should  approximate  the value of one
Common Share.

     In the event that the  Company is  acquired  in a merger or other  business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power are sold after a person or group has become an  Acquiring  Person,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise  thereof at the then current exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated  persons becomes an Acquiring  Person,  proper  provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon  exercise  that number of Common Shares having a market value of
two times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and prior
to the  acquisition  by such  person or group of 50% or more of the  outstanding
Common  Shares,  the Board of  Directors  of the Company may exchange the Rights
(other than Rights  owned by such person or group which will have become  void),
in  whole  or in  part,  at an  exchange  ratio  of  one  Common  Share,  or one
one-thousandth  of a Preferred  Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).

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

     At any time prior to the  acquisition by a person or group of affiliated or
associated  persons of  beneficial  ownership of 20% or more of the  outstanding
Common  Shares,  the Board of  Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption  Price").
The  redemption  of the Rights may be made  effective at such time on such basis
with such  conditions as the Board of  Directors,  in its sole  discretion,  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

     The terms of the Rights may be  amended  by the Board of  Directors  of the
Company without the consent of the holders of the Rights,  except that, from and
after  such time as any  person or group of  affiliated  or  associated  persons
becomes  an  Acquiring  Person,  no such  amendment  may  adversely  affect  the
interests of the holders of the Rights.

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


<PAGE>

     A copy of the  Rights  Agreement  has been filed  with the  Securities  and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A, dated
April 1, 1998. A copy of the Rights  Agreement is available  free of charge from
the  Company.  This  summary  description  of the Rights  does not purport to be
complete and is qualified in its entirety by reference to the Rights  Agreement,
which is hereby incorporated herein by reference.