<PAGE>

                                                                    EXHIBIT 4.1


                               RIGHTS AGREEMENT

                                by and between


                TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION


                                      and


                   AMERICAN STOCK TRANSFER & TRUST COMPANY,

                                as Rights Agent


                     Dated as of May 21, 1997, as amended


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>         <C>                                                              <C>
Section 1.  CERTAIN DEFINITIONS..............................................  1

Section 2.  APPOINTMENT OF RIGHTS AGENT......................................  6

Section 3.  ISSUANCE OF RIGHT CERTIFICATES...................................  6

Section 4.  FORM OF RIGHT CERTIFICATES.......................................  8

Section 5.  COUNTERSIGNATURE AND REGISTRATION................................  9

Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT 
            CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN 
            RIGHT CERTIFICATES...............................................  9

Section 7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.... 10

Section 8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES............... 12

Section 9.  RESERVATION AND AVAILABILITY OF SHARES; REGISTRATION............. 12

Section 10. RECORD DATE...................................................... 13

Section 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
            RIGHTS........................................................... 13

Section 12. CERTIFICATION OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES..... 20

Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING
            POWER............................................................ 20

Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.......................... 24

Section 15. RIGHTS OF ACTION................................................. 24

Section 16. AGREEMENT OF RIGHT HOLDERS....................................... 25

Section 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER................ 25

Section 18. CONCERNING THE RIGHTS AGENT...................................... 25

Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT........ 26

Section 20. DUTIES OF RIGHTS AGENT........................................... 26
</TABLE>

                                       i
<PAGE>

<TABLE>

<S>         <C>                                                              <C>
Section 21. CHANGE OF RIGHTS AGENT........................................... 28

Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES............................... 29

Section 23. REDEMPTION....................................................... 29

Section 24. NOTICE OF PROPOSED ACTIONS....................................... 30

Section 25. NOTICES.......................................................... 30

Section 26. SUPPLEMENTS AND AMENDMENTS....................................... 31

Section 27. EXCHANGE......................................................... 32

Section 28. SUCCESSORS....................................................... 32

Section 29. DETERMINATION AND ACTIONS TAKEN BY THE BOARD OF DIRECTORS........ 32

Section 30. BENEFITS OF THIS AGREEMENT....................................... 33

Section 31. GOVERNING LAW.................................................... 33

Section 32. COUNTERPARTS..................................................... 33

Section 33. SECTION HEADINGS................................................. 33

Section 34. SEVERABILITY..................................................... 33


Exhibit A   Form of Right Certificate

Exhibit B   Form of Summary of Rights

Exhibit C   Certificate re Junior Participating Preferred Stock
</TABLE>


                                      ii
<PAGE>

                               RIGHTS AGREEMENT

         RIGHTS AGREEMENT, dated as of May 21, 1997, as amended, between 
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION, a Delaware corporation (the 
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York 
corporation, as Rights Agent.

                             W I T N E S S E T H

         WHEREAS, the Board of Directors of the Company has authorized and 
declared the distribution of one right for (i) each share of Common Stock of 
the Company ("Common Stock") outstanding at the Close of Business (as 
hereinafter defined) on May 20, 1997 (the "Rights Record Date"), each right 
representing the right to purchase one Unit consisting, initially, of one 
one-hundredth of a share of Junior Participating Preferred Stock, and (ii) 
each additional share of Common Stock which shall become outstanding between 
the Rights Record Date and the earliest of the Distribution Date, the 
Expiration Date (as such terms are hereinafter defined) and the date, if any, 
on which such rights may be redeemed, all upon the terms and subject to the 
conditions hereinafter set forth (each such right being hereinafter referred 
to as a "Right");

         NOW, THEREFORE, the parties agree as follows:

         Section 1.  CERTAIN DEFINITIONS.

         (a)  For purposes of this Agreement, the following terms have the 
meanings indicated:

              "ACQUIRING PERSON" shall mean any Person who or which, alone or
     together with all Affiliates and Associates of such Person, shall be the
     Beneficial Owner (within the meaning of Section 1(b)) of a Substantial
     Block of Voting Stock, but shall not include (i) an Exempt Person or
     (ii) any Person who or which acquires a Substantial Block of Voting Stock
     in connection with a transaction or series of transactions approved prior
     to such transaction or transactions by the Board of Directors of the
     Company; provided that no person shall become an Acquiring Person solely as
     a result of a reduction in the number of shares of Voting Stock
     outstanding, unless and until such Person shall thereafter become the
     Beneficial Owner of additional shares constituting 1% or more of the
     general voting power of the Company.

              "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Exchange Act, as in effect as of the date hereof.


                                       1
<PAGE>

              "BUSINESS DAY" shall mean any day other than a Saturday, Sunday
     or day on which banking institutions in the State of California are
     authorized or obligated by law or executive order to close.

              "CLOSE OF BUSINESS" on any given date shall mean 5:00 p.m., Los
     Angeles time, on such date; PROVIDED, HOWEVER, that if such date is not a
     Business Day it shall mean 5:00 p.m., Los Angeles time, on the next
     succeeding Business Day.

              "COMMON STOCK" shall have the meaning assigned to it in the
     preamble; and "COMMON STOCK" when used with reference to Persons other than
     the Company shall mean: (i) in the case of Persons organized in corporate
     form, the capital stock or equity security with the greatest voting power
     of such Person or, if such Person is a Subsidiary of another Person, of the
     Person or Persons which ultimately control such first-mentioned Person; and
     (ii) in the case of Persons not organized in corporate form, the units of
     beneficial interest which (A) represent the right to participate generally
     in the profits and losses of such Person (including without limitation any
     flow-through tax benefits resulting from an ownership interest in such
     Person) and (B) are entitled to exercise the greatest voting power of such
     Person or, in the case of a limited partnership, shall have the power to
     remove the general partner or partners.

              "CONTINUING DIRECTOR" shall mean any member of the Board of
     Directors of the Company (while such Person is a member of the Board) who
     (i) is not an Acquiring Person, or an Affiliate or Associate of an
     Acquiring Person, or a representative of an Acquiring Person or of any such
     Affiliate or Associate, and (ii) either (A) was a member of the Board of
     Directors prior to the time any Person became an Acquiring Person, or
     (B) became a member of the Board of Directors subsequent to the time any
     Person became an Acquiring Person, if such Person's nomination for
     election, or re-election, to the Board was recommended, or approved, by a
     majority of the Continuing Directors then in office.

              "DISTRIBUTION DATE" shall have the meaning assigned to it in
     Section 3(a).

              "EFFECTIVE TIME" shall mean the effective time of the FHP Merger.

              "EQUIVALENT STOCK" shall have the meaning assigned to it in
     Section 7(a).

              "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
     amended from time to time.

              "EXEMPT PERSON" shall mean (i) the Company, (ii) any Subsidiary
     of the Company, (iii) any employee benefit plan or employee stock plan of
     the Company or of any Subsidiary of the Company or any trust or other
     entity organized, established or holding shares of Common Stock by, for or
     pursuant to, the terms of any such plan, (iv) any Person, including FHP,
     who, solely as a result of the exercise of Subscription 


                                       2
<PAGE>

     Rights distributed to such Person or, in the case of FHP, solely as a 
     result of the transfer by the Company to FHP of Unsubscribed Shares, 
     Beneficially Owns a percentage of the outstanding Voting Stock (the 
     "Grandfathered Percentage") equal to or in excess of the Trigger 
     Percentage as of the Subscription Rights Expiration Date, PROVIDED, 
     HOWEVER, that (A) such Person's Grandfathered Percentage shall not exceed 
     its FHP Ownership Percentage, or in the case of FHP, shall not exceed the 
     Unsubscribed Share Percentage, (B) such Person shall not acquire any 
     additional Voting Stock of the Company after the Subscription Rights 
     Expiration Date, (C) such Person's Grandfathered Percentage shall be 
     reduced to the extent such Person transfers any Voting Stock, and (D) any 
     transferee of such Person's Voting Stock (other than an Exempt Person 
     within the meaning of clauses (i)-(iii) above or (v) below) who after 
     such transfer would Beneficially Own Voting Stock equal to or in excess 
     of the Trigger Percentage shall not be an Exempt Person; and (v) any 
     transferee of Voting Stock held by FHP (an "FHP Transferee") who after 
     such transfer would Beneficially Own Voting Stock equal to or in excess 
     of the Trigger Percentage, but only to the extent of such FHP 
     Transferee's Beneficial Ownership as a result of such Transfer (the "FHP 
     Transferee Percentage"), PROVIDED, HOWEVER, that (A) FHP's Unsubscribed 
     Share Percentage shall be in excess of 20%, (B) such FHP Transferee shall 
     not acquire any additional Voting Stock after such transfer, (C) such FHP 
     Transferee's FHP Transferee Percentage shall be reduced to the extent 
     such FHP Transferee transfers any Voting Stock, and (D) any transferee of 
     such FHP Transferee's Voting Stock (other than an Exempt Person within 
     the meaning of clauses (i)-(iii) above) who after such transfer would 
     Beneficially Own Voting Stock equal to or in excess of the Trigger 
     Percentage shall not be an Exempt Person; and (vi) Joel M. Greenblatt and 
     Daniel L. Nir individually and in their capacities as controlling persons 
     of Alfred Partners, L.L.C., a Delaware limited liability company and 
     Gotham Capital III, L.P., a Delaware limited partnership (collectively, 
     the "Gotham Group"), but only until June 30, 1997 and with respect to 
     40,862 shares of Common Stock acquired on or prior to June 6, 1997 as 
     reflected in Amendment No. 1 to Schedule 13D filed by the Gotham Group 
     with the Commission on that date (the"Gotham Exempt Shares"), and only 
     for so long as the Gotham Group shall divest the Gotham Exempt Shares 
     pursuant to, and shall otherwise fully comply with the Gotham Letter 
     Agreement.  .

              "EXPIRATION DATE" shall have the meaning assigned to it in
     Section 7(a).

              "FHP" shall mean FHP International Corporation, a Delaware
     corporation.

              "FHP MERGER" shall mean the merger of FHP and PacifiCare Health
     Systems, Inc., a Delaware corporation.

              "FHP OWNERSHIP PERCENTAGE" shall be calculated by dividing the
     number of shares of FHP Common Stock (on an as-if-converted basis)
     Beneficially Owned by such Person as of the Effective Time by the number of
     shares of FHP Common Stock (on an as-if-converted basis) outstanding as of
     the Effective Time.


                                       3
<PAGE>

              "OFFER DATE" shall have the meaning assigned to it in Section
     3(a).

              "PERSON" shall mean any individual, firm, corporation,
     partnership, trust or other entity and shall include any successor by
     merger (or otherwise) of any of the foregoing.

              "PRINCIPAL PARTY" shall have the meaning assigned to it in
     Section 13(b).

              "PURCHASE PRICE" shall mean the price payable for one Unit upon
     exercise of a Right.

              "QUALIFIED OFFER" shall mean a tender or exchange offer for all
     outstanding Common Stock at a price and on terms determined to be adequate
     and otherwise in the best interests of the Company and its shareholders
     (other than the Person or an Affiliate or Associate thereof on whose behalf
     the offer is made) by at least a majority of the Continuing Directors who
     are not representatives of or affiliated with the Person making such offer
     or any Affiliate or Associate of such Person.

              "REDEMPTION PRICE" shall have the meaning assigned to it in
     Section 23(a).

              "RIGHT" shall have the meaning assigned to it in the preamble.

              "RIGHTS RECORD DATE" shall have the meaning assigned to it in the
     preamble.

              "SUBSCRIPTION RIGHTS" shall mean the subscription rights to
     purchase the Company's common stock distributed to FHP's stockholders in
     connection with the FHP Merger.

              "SUBSCRIPTION RIGHTS EXPIRATION DATE" shall mean the expiration
     date of the Subscription Rights.

              "SUBJECT SHARES" shall mean the class or series of shares then
     issuable on exercise of the Rights.

              "STOCK ACQUISITION DATE" shall mean the date of the first public
     announcement by the Company or an Acquiring Person (which, for purposes of
     this definition, shall include, without limitation, a report filed pursuant
     to Section 13(d) under the Exchange Act) that an Acquiring Person has
     become such.

              "SUBSIDIARY" shall mean, with respect to any Person, a
     corporation or other entity the securities or other ownership interests of
     which having ordinary voting power sufficient to elect a majority of the
     board of directors or other persons performing 


                                       4
<PAGE>

     similar functions are at the time directly or indirectly owned by such 
     Person and any Affiliate of such Person.

              "SUBSTANTIAL BLOCK" shall mean a number of shares of Voting Stock
     equal to or in excess of the Trigger Percentage.

              "TRADING DAY" shall have the meaning assigned to it in Section
     11(d).

              "TRIGGER PERCENTAGE" shall mean, for a period of 90 days from the
     Subscription Rights Expiration Date, 8% of the Company's outstanding Voting
     Stock, and following such 90-day period shall mean 15% of the Company's
     outstanding Voting Stock.

              "UNIT" shall mean the shares or other securities issuable upon
     exercise of one Right, initially one one-hundredth of a share of Junior
     Participating Preferred Stock of the Company having the rights and
     preferences set forth in Exhibit C, before any adjustment pursuant to
     Section 11(a)(ii) or Section 13.

              "UNSUBSCRIBED SHARES" shall mean shares of the Company's common
     stock unsubscribed in the distribution to FHP's stockholders of the
     Subscription Rights.

              "UNSUBSCRIBED SHARE PERCENTAGE" shall mean the percentage of the
     Company's outstanding Voting Stock acquired by FHP through the transfer by
     the Company to FHP of Unsubscribed Shares.

              "VOTING STOCK" shall mean shares of the Company's capital stock
     the holders of which have general voting power.

         (b)  For purposes of this Agreement, a Person shall be deemed the
"BENEFICIAL OWNER" of 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, (whether or not in writing) or upon the
     exercise of any conversion, exchange or purchase rights (other than the
     Rights), warrants or options, or otherwise; provided, however, that a
     Person shall not be deemed the "Beneficial Owner" of securities tendered
     pursuant to a tender or exchange offer made by or on behalf of such Person
     or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for payment or exchange; or (B) the right to vote
     or to direct the voting of, pursuant to any agreement, arrangement or
     understanding (whether or not in writing); or (C) the right to dispose or


                                        5
<PAGE>

     to direct the disposition of, pursuant to any agreement, arrangement or
     understanding (whether or not in writing); 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 for the
     purpose of acquiring, holding, voting or disposing of any securities of the
     Company;

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 the grant of a revocable proxy or
consent given to such Person in connection with a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable rules and
regulations under the Exchange Act, and (2) is not also then reportable on
Schedule 13D (or any comparable or successor report) under the Exchange Act;
provided, further, that a Person engaged in business as an underwriter of
securities shall not be deemed the "Beneficial Owner" of securities acquired
through such person's participation in good faith in a firm commitment
underwriting until the expiration of the 40-day period immediately following the
date of such acquisition.

         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
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 Agent or Agents as it may deem necessary or desirable and determine
the respective duties of the Rights Agent and the Co-Rights Agents.

         Section 3.  ISSUANCE OF RIGHT CERTIFICATES.

         (a)  Until the Close of Business on the earlier of (i) the tenth
Business Day after a Stock Acquisition Date or (ii) the tenth Business Day (or
such later date as the Company's Board of Directors shall determine) after the
date of the commencement by any Person (other than an Exempt Person) of, or the
date of the first public announcement (such commencement date or announcement
date being herein referred to as the "Offer Date") of the intent of any Person
(other than an Exempt Person) to commence, a tender or exchange offer upon the
successful consummation of which such Person, together with its Affiliates and
Associates, would be the Beneficial Owner of Voting Stock equal to or in excess
of the Trigger Percentage (irrespective of whether any shares are actually
purchased pursuant to such offer) (the tenth Business Day after the first to
occur of a Stock Acquisition Date or an Offer Date being herein referred to as
the "Distribution Date"),

              (i)  the Rights will automatically attach to, and be evidenced
     by, the certificates for Common Stock registered in the names of the
     holders of Common Stock (which certificates for Common Stock shall be
     deemed also to be Right Certificates) and not by separate Right
     Certificates, and


                                       6
<PAGE>

              (ii) each Right will be transferable only in connection with the
     transfer of the underlying shares of Common Stock.

         As soon as practicable after the Distribution Date, the Rights Agent
will mail, by first-class, insured, postage prepaid mail, to each record holder
of Common Stock as of the Close of Business on the Distribution Date, as shown
by the records of the Company at the Close of Business on the Distribution Date,
at the address of such holder shown on such records, a Right Certificate, in
substantially the form of Exhibit A hereto, evidencing one Right for each share
of Common Stock so held.

         (b)  As soon as practicable after the Rights Record Date, the Company
will send a copy of a Summary of Rights, in substantially the form attached
hereto as Exhibit B, by first-class mail, postage prepaid, to each record holder
of Common Stock as of the Close of Business on the Rights Record Date, at the
address of such holder shown on the records of the Company.

         (c)  The Company will cause certificates for Common Stock issued after
the Rights Record Date (including replacement certificates for shares of Common
Stock outstanding on or prior to the Rights Record Date), but prior to the
earliest of (i) the Distribution Date, (ii) the Expiration Date and (iii) the
date, if any, on which the Rights may be redeemed, to have impressed on, printed
on, written on or otherwise affixed to them the following legend:

         This certificate also entitles the holder hereof to certain Rights as
         set forth in the Rights Agreement between the Company and American
         Stock Transfer & Trust Company as Rights Agent as the same shall be
         amended from time to time (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 the Company.  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.  The Company will mail to the holder of this
         certificate a copy of the Rights Agreement without charge after
         receipt of a written request therefor.  Under certain circumstances
         set forth in the Rights Agreement, Rights issued to, or held by, any
         Person who is, was or becomes an Acquiring Person or any Affiliate or
         Associate thereof (as such terms are defined in the Rights Agreement)
         or certain transferees of any thereof, whether currently held by or on
         behalf of such Person or by any subsequent holder, may be limited as
         provided in Section 7(f) of the Rights Agreement.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with Common Stock represented by such
certificates shall be evidenced by such certificates alone, and the surrender
for transfer of any such certificates shall also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.


                                       7
<PAGE>

         (d)  Until the Distribution Date, the surrender for transfer of any of
the certificates for Common Stock outstanding on or after the Rights Record
Date, with or without a copy of the Summary of Rights attached thereto and with
or without the legend set forth in subsection (C) above, shall also constitute
the transfer of the Rights associated with such Common Stock.  After the
Distribution Date, the Rights will be evidenced solely by the Right
Certificates.

         Section 4.  FORM OF RIGHT CERTIFICATES.

         (a)  The Right Certificates (and the forms of assignment and
certification and of election to purchase shares to be printed on the reverse
thereof) shall be in substantially the form of Exhibit A 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 law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Rights may from time
to time be listed, or to conform to usage.

         (b)  Any Right Certificate issued pursuant to Section 3(a) or Section
22 that represents Rights Beneficially Owned by: (i) an Acquiring Person or any
Associate or Affiliate of any Acquiring Person, (ii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights, or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect avoidance of Section 7(f), and any Right Certificate
issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement
or adjustment of any other Right Certificate referred to in this sentence, shall
contain (to the extent feasible and reasonably identifiable as such) the
following legend:

     The Rights represented by this Right Certificate are or were beneficially
     owned by a Person who was or became an Acquiring Person or an Affiliate or
     Associate of an Acquiring Person (as such terms are defined in the Rights
     Agreement) or certain transferees thereof.  Accordingly, under certain
     circumstances as provided in the Rights Agreement, this Right Certificate
     and the Rights represented hereby may be limited as provided in Section
     7(f) of such Agreement.


                                       8
<PAGE>

         Section 5.  COUNTERSIGNATURE AND REGISTRATION.

         (a)  The Right Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President or any of its Vice Presidents,
either manually or by facsimile signature, and have affixed thereto the
Company's seal or a facsimile thereof which 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 so 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, issued and delivered
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 (as specified above) of the Company to sign such Right Certificate,
although at the date of the execution of this Rights Agreement any such person
was not such an officer.

         (b)  Following the Distribution Date, the Rights Agent will keep or
cause to be kept 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 Right Certificate, the date of each Right Certificate and the
number of each Right Certificate.

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

         (a)  Subject to the provisions of Section 4(b), Section 7(f) and 
Section 14, at any time after the Close of Business on the Distribution Date, 
and prior to the Close of Business on the Expiration Date or the day prior to 
the day, if any, on which the Rights are to be redeemed pursuant to Section 
23, any Right Certificate or Certificates may be transferred, split up, 
combined or exchanged for another Right Certificate or Right Certificates, 
entitling the registered holder to purchase such number of Units 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 shall make such request in writing delivered 
to the Rights Agent, and shall surrender the Right Certificate(s) to be 
transferred, split up, combined or exchanged, with the form of assignment on 
the reverse side(s) thereof duly completed and executed, at the stock 
transfer office of the Rights Agent.  Thereupon the Rights Agent shall 
countersign and deliver to the persons entitled thereto the Right 
Certificate(s) 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.  Notwithstanding the foregoing, neither the Rights Agent nor 
the Company shall be obligated to take any action whatsoever with respect to 
the transfer of any such surrendered Right Certificate unless and until the 
registered holder shall 


                                       9
<PAGE>

have completed and signed the certificate contained in the form of assignment 
on the reverse side of such Right Certificate and shall have provided such 
additional evidence of the identity of the Beneficial Owner (or former 
Beneficial Owner) or Affiliates or Associates thereof as the Company shall 
reasonably request.

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

         Section 7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.

         (a)  Subject to Section 7(f), and unless earlier redeemed as provided
in Section 23, the registered holder of any Right Certificate may exercise the
Rights evidenced thereby 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 completed and executed, to the Rights
Agent at the stock transfer office of the Rights Agent, together with payment of
the Purchase Price for each Unit as to which the Rights are exercised, at or
prior to the Close of Business on the tenth anniversary of the Rights Record
Date or such other date to which the Rights may be extended as provided in this
Agreement (the latest of such dates being herein referred to as the "Expiration
Date").  If at any time after the Distribution Date but prior to the Expiration
Date the Company is unable, under its Certificate of Incorporation, to issue the
number and class of shares required to be issued upon the exercise of all of the
outstanding Rights, the Company may issue upon exercise of any of the Rights
shares of capital stock or other securities of the Company of equivalent value
to the shares so required to be issued ("Equivalent Stock"), as determined by
the Board of Directors.

         (b)  The Purchase Price for each Unit pursuant to the exercise of a
Right shall initially be $107.50, shall be subject to adjustment from time to
time as provided in Sections 11 and 13 and shall be payable in lawful money of
the United States of America.

         (c)  Upon receipt of a Right Certificate, with the form of election to
purchase duly executed, accompanied by payment of the Purchase Price for the
Units to be purchased and an amount equal to any applicable transfer tax in
cash, or by certified check, bank draft or money order payable to the order of
the Company, the Rights Agent shall thereupon promptly (i) requisition from the
Company or any transfer agent of the Company a certificate for the number of
shares to be purchased and the Company will comply, and hereby irrevocably
authorizes its transfer agent to comply, with all such requests,
(ii) requisition from the Company the amount of cash to be paid in lieu of
issuance of a fractional share, when appropriate, in accordance with Section 14,
and (iii) promptly after receipt of such certificate 


                                      10
<PAGE>

from any such transfer agent, 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, when appropriate, 
after receipt promptly deliver such cash in lieu of a fractional share to or 
upon the order of the registered holder of such Right Certificate; provided, 
however, that in the case of the purchase, in connection with the exercise of 
a Right, of securities other than shares of stock, the Rights Agent shall 
promptly take the appropriate actions with respect thereto as shall as nearly 
as practicable correspond to the actions described in the foregoing clauses 
(i) through (iii).

         (d)  The Company shall not be required to pay any transfer tax which
may be payable in respect of any transfer involved in the transfer or delivery
of Right Certificates, or the issuance or delivery of certificates in a name
other than that of the registered holder of the Right Certificate evidencing
Rights surrendered for exercise, or to issue or deliver any certificates 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 satisfaction that
no such tax is due.

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

         (f)  Notwithstanding any provision of this Agreement to the 
contrary, upon the occurrence of any of the events described in any of 
clauses (A), (B), (C) or (D) of Section 11(a)(ii), the adjustment provided 
for under Section 11(a)(ii) shall not apply with respect to any Rights that 
are at the time of the occurrence of such event Beneficially Owned by (i) an 
Acquiring Person or by any Associate or Affiliate of such Acquiring Person 
(which Acquiring Person or Affiliate or Associate engages in, or realizes the 
benefit of, one or more of the transactions described in clause (A) or clause 
(B) of Section 11(a)(ii), realizes the benefits set forth in clause (C) of 
Section 11(a)(ii) or, alone or together, become the Beneficial Owner(s) of a 
number of shares of Voting Stock which equals or exceeds the percentage of 
the general voting power as provided in clause (D) of Section 11(a)(ii), as 
the case may be), or (ii) a transferee of an Acquiring Person or of any 
Associate or Affiliate of such Acquiring Person (which Acquiring Person or 
Associate or Affiliate engages in, or realizes the benefit of, one or more of 
the transactions described in clause (A) or clause (B) of Section 11(a)(ii), 
realizes the benefits set forth in clause (c) of Section 11(a)(ii) or, alone 
or together with such Acquiring Person or any such Associate or Affiliate, 
become the Beneficial Owner(s) of a number of shares of Voting Stock which 
equals or exceeds the percentage of the general voting power as provided in 
clause (D) of Section 11(a)(ii), as the case may be) (A) who becomes a 
transferee after the Acquiring Person becomes such, or (B) who becomes a 
transferee prior to or concurrently with the Acquiring Person becoming such 
and receives such Rights pursuant to either (1) a transfer (whether or not 
for consideration) from the Acquiring Person to holders of equity interests 
in such Acquiring Person or to any Person with whom such Acquiring Person has 
any continuing agreement, arrangement or understanding regarding the 
transferred Rights or 


                                      11
<PAGE>

(2) a transfer which the Board of Directors of the Company has determined is 
part of a plan, arrangement or understanding which has as a primary purpose 
or effect the avoidance of this Section 7(f).  Upon the exercise of such 
Rights, the holders thereof shall be entitled to receive, upon payment of the 
Purchase Price, the number of Units issuable upon exercise of such Rights 
without giving effect to the adjustment provided for under Section 11(a)(ii). 
The Company shall use all reasonable efforts to insure that the provisions of 
this Section 7(f) and Section 4(b) are complied with, but shall have no 
liability to any holder of Right Certificates or other Person as a result of 
its making or failing to make any determinations with respect to an Acquiring 
Person or its Affiliates, Associates or transferees hereunder.

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

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

         Section 9.  RESERVATION AND AVAILABILITY OF SHARES; REGISTRATION.

         (a)  The Company covenants and agrees that it shall (i) on or prior 
to the Rights Record Date, take all such action as shall be necessary to 
cause to be reserved and kept available out of its authorized and unissued 
capital stock, the number, class and series of shares that will be sufficient 
to permit the exercise in full of all Rights to be outstanding as of the 
Rights Record Date, (ii) no later than promptly following the Distribution 
Date, take all such action as shall be necessary to cause to be reserved and 
kept available out of its authorized and unissued capital stock, or its 
authorized and issued shares held in its treasury, the number of additional 
shares that will, from time to time, be sufficient to permit the exercise in 
full of all Rights from time to time outstanding, (iii) take all such action 
as may be necessary to insure that all shares delivered upon exercise of 
Rights shall, at the time of delivery of the certificates for such shares 
(subject to payment of the Purchase Price), be duly and validly authorized 
and 


                                       12
<PAGE>

issued and fully paid and nonassessable, and (iv) 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 
shares upon the exercise of Rights (except as otherwise provided in Section 
7(d)).

         (b)  The Company agrees to take all such action, from and after the
Distribution Date, as may be necessary or appropriate to permit the issuance of
shares in connection with the exercise of the Rights, including any required
registration under (i) the Securities Act of 1933, as amended from time to time
(the "Securities Act"), and (ii) the securities or "blue sky" laws of the
various states. The Company may temporarily suspend, for a period of time not to
exceed 90 days, the exercisability of the Rights in order to prepare and file a
registration statement or statements for the purpose of effecting any such
registration and permit such statement(s) to become effective.  At the
commencement and termination of any such suspension, the Company shall issue a
public announcement and shall provide written notice to the Rights Agent,
stating that the exercisability of the Rights has been temporarily suspended, or
that such suspension has terminated, as the case may be.

         (c)  If and so long as the stock issuable upon the exercise of Rights
is listed on any national securities exchange, the Company shall use its
reasonable efforts to cause all shares reserved for issuance upon exercise of
Rights to be listed on such exchange upon official notice of issuance upon such
exercise.

         Section 10.  RECORD DATE.  Each Person in whose name any stock
certificate is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the 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.  Prior to the exercise of the
Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a stockholder of the Company with respect to shares
for which the Rights shall be exercisable, including without limitation the
right to vote or to receive dividends or other distributions, and such holder
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.

         Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER
OF RIGHTS.  The Purchase Price, the number and kind of shares or other
securities 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 and pay a dividend on the shares which are
     subject to the Rights ("Subject Shares") payable in shares of stock of the
     Company, (B) subdivide or split the Subject Shares, (C) combine or
     consolidate the Subject Shares into a smaller number of shares or effect a
     reverse stock split of the Subject Shares or (D) issue any shares of its
     capital stock in a reclassification of the Subject Shares (including any
     such reclassifica-


                                      13
<PAGE>

     tion in connection with a consolidation or merger in which the Company is 
     the continuing or surviving corporation), then, and in each such event, 
     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, split, reverse split, combination, 
     consolidation 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 transfer books of the Company were open, he would 
     have received upon such exercise and been entitled to receive by virtue 
     of such dividend, subdivision, split, reverse split, combination, 
     consolidation or reclassification.  If an event occurs which would 
     require an adjustment under both this Section 11(a)(i) and Section 
     11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be 
     in addition to, and shall be made prior to, any adjustment required 
     pursuant to Section 11(a)(ii).

              (ii) In the event that at any time after the date of this
     Agreement

                   (A)  any Acquiring Person, or any Associate or Affiliate of
         any Acquiring Person, directly or indirectly (1) shall merge into the
         Company or any of its Subsidiaries or otherwise combine with the
         Company or any of its Subsidiaries and the Company or such Subsidiary
         shall be the continuing or surviving corporation of such merger or
         combination and the Common Stock shall remain outstanding and the
         outstanding shares thereof shall not be changed into or exchanged for
         stock or other securities of the Company or of any other Person or
         cash or any other property, or (2) shall sell or otherwise transfer in
         one or more transactions, assets to the Company or any of its
         Subsidiaries in exchange for 20 percent or more of the shares of any
         class of capital stock of the Company or any of its Subsidiaries, and
         the Common Stock shall remain outstanding and unchanged, or

                   (B)  directly or indirectly, any Acquiring Person, or any
         Associate or Affiliate of any Acquiring Person, shall (1) in one or
         more transactions, transfer any assets to the Company or any of its
         Subsidiaries in exchange (in whole or in part) for shares of any class
         of capital stock of the Company or any of its Subsidiaries or for
         securities exercisable for or convertible into shares of any class of
         capital stock of the Company or any of its Subsidiaries or otherwise
         obtain from the Company or any of its Subsidiaries, with or without
         consideration, any additional shares of any class of capital stock of
         the Company or any of its Subsidiaries or other securities exercisable
         for or convertible into shares of any class of capital stock of the
         Company or any of its Subsidiaries (other than as part of a PRO RATA
         distribution by the Company or such Subsidiary to all holders of
         Common Stock), (2) sell, purchase, lease, exchange, mortgage, pledge,
         transfer or otherwise dispose (in one or more transactions), to, from
         or with, as the case may be, the Company or any of its Subsidiaries,
         assets on terms 


                                      14
<PAGE>

         and conditions less favorable to the Company or such Subsidiary than 
         the Company or such Subsidiary would be able to obtain in arm's-length 
         negotiation with an unaffiliated third party, (3) receive any 
         compensation from the Company or any of the Company's Subsidiaries 
         other than compensation for full-time employment as a regular 
         employee, or fees for serving as director, at rates in accordance with 
         the Company's (or its Subsidiaries') past practices, or (4) receive 
         the benefit, directly or indirectly (except proportionately as a 
         stockholder), of any loans, advances, guarantees, pledges or other 
         financial assistance provided by the Company or any of its 
         Subsidiaries, on terms and conditions less favorable to the Company or 
         such Subsidiary than the Company or such Subsidiary would be able to 
         obtain in arm's-length negotiation with an unaffiliated third party, or

                   (C)  during any such time as there is an Acquiring Person,
         there shall be any reclassification of securities (including any
         reverse stock split), or recapitalization of the Company, or any
         merger or consolidation of the Company with any of its Subsidiaries or
         any other similar transaction or series of transactions involving the
         Company or any of its Subsidiaries (whether or not with or into or
         otherwise involving an Acquiring Person or any Affiliate or Associate
         of such Acquiring Person) which has the effect, directly or
         indirectly, of increasing by more than one percent the proportionate
         share of the outstanding shares of any class of equity securities, or
         of securities exercisable for or convertible into equity securities,
         of the Company or any of its Subsidiaries which is directly or
         indirectly owned by any Acquiring Person or any Associate or Affiliate
         of any Acquiring Person, or

                   (D)  any Person shall become an Acquiring Person otherwise
         than pursuant to a Qualified Offer,

then, and in each such case, but subject to the provisions of Section 27, 
proper provision shall be made so that each holder of a Right, except as 
provided below and in Section 7(f), shall, on and after the later of (i) the 
date of the occurrence of an event described in clause (A), (B), (C) or (D) 
of this Section 11(a)(ii), or (ii) the date of the expiration of the period 
within which the Rights may be redeemed pursuant to Section 23 (as the same 
may have been amended as provided in Section 26), have the right to receive, 
upon exercise thereof at the then current Purchase Price, such number of 
shares of Common Stock as shall equal the result obtained by (x) multiplying 
the then current Purchase Price by the then number of Units for which a Right 
is then exercisable and dividing that product by (y) 50 percent of the 
current market price per share of Common Stock (determined in accordance with 
Section 11(d)) on the date of the occurrence of the relevant event listed 
above in clause (A), (B), (C) or (D) of this subparagraph (ii); PROVIDED, 
HOWEVER, that if the transaction that would otherwise give rise to the 
foregoing adjustment is also subject to the provisions of Section 13, then 
only the provisions of Section 13 shall apply and no adjustment shall be made 
pursuant to this Section 11(a)(ii).  The Company shall not consummate any 
such merger, combination, transfer or transaction referred to in any of such 
clauses (A), (B) and (C) unless prior thereto there shall be sufficient 
authorized but 


                                      15
<PAGE>

unissued Common Stock to permit the exercise in full of the Rights in 
accordance with the foregoing sentence, unless the Board of Directors has 
determined to issue Equivalent Stock in accordance with Section 7(a); 
PROVIDED, HOWEVER, that in no case may the Company consummate any such 
merger, combination, transfer or transaction if at the time of or immediately 
after such transaction there are any rights, warrants or other instruments or 
securities outstanding or agreements in effect which would substantially 
diminish or otherwise eliminate the benefits intended to be afforded by the 
Rights.

         In the event that the Company issues Equivalent Stock upon the 
exercise of any Rights pursuant to the immediately preceding paragraph, then, 
upon any such exercise, proper provision shall be made so that the holder of 
a Right (except as provided in Section 7(f)) shall have the right to receive, 
upon such exercise at the then current Purchase Price, such number of shares 
or other units of Equivalent Stock of the Company as shall equal the result 
obtained by (x) multiplying the then current Purchase Price by the number of 
Units for which a Right is then exercisable and dividing that product by (y) 
50 percent of the current market price per share or other unit of the 
Equivalent Stock of the Company (determined on substantially the same basis 
as is prescribed by Section 11(d) with respect to the valuation of Common 
Stock) on the date of occurrence of the relevant event listed above in clause 
(A), (B), (C) or (D) of this subparagraph (ii).  In the event that at any 
time the Company should be prohibited by law, by any provision of its 
Certificate of Incorporation, or by any instrument or agreement to which the 
Company is a party or by which it is bound, from issuing, or should be unable 
under its Certificate of Incorporation to issue, sufficient Equivalent Stock 
to permit the exercise of all outstanding Rights in accordance with the 
foregoing sentence, then, in lieu of issuing such Equivalent Stock upon such 
exercise, the Company shall pay to each holder of a Right (except as provided 
in Section 7(f)) upon surrender of the Right as provided herein but without 
payment of the Purchase Price, an amount in cash for each Right equal to the 
Purchase Price.

         (b)  In case the Company shall at any time after the Rights Record
Date fix a record date for the issuance of rights or warrants to all holders of
Common Stock or Subject Shares entitling them (for a period expiring within 45
calendar days after such record date) to subscribe for or purchase Common Stock
or Subject Shares or securities convertible into Common Stock or Subject Shares
at a price per share (or having a conversion price per share, if a security
convertible into Common Stock) less than the current market price per share
(determined in accordance with 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, of which the numerator shall be the total number of shares of Common
Stock and Subject Shares outstanding on such record date plus the number of
shares of Common Stock which the aggregate offering price of the total number of
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 of which the denominator shall be the total number of shares of Common
Stock and Subject Shares outstanding on such record date plus the number of
additional shares to be offered for subscription or purchase (or into which the
convertible securities to be offered are initially convertible).  In case such
subscription or purchase price may be paid, in whole or in part, in a 


                                      16
<PAGE>

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.  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 or warrants are not so issued, the Purchase Price shall be adjusted to 
be the Purchase Price which would then be in effect if such record date had 
not been fixed.

         (c)  In case the Company shall at any time after the Rights Record
Date fix a record date for the making of a distribution on the shares of Common
Stock or the Subject Shares, whether by way of a dividend, distribution,
reclassification of stock, recapitalization, reorganization or partial
liquidation of the Company or otherwise (and including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation), of subscription rights or warrants (excluding those
referred to in Section 11(b)), evidences of indebtedness or other assets (other
than (i) regular periodic cash dividends, (ii) a dividend payable in Common
Stock or (iii) a distribution which is part of or is made in connection with a
transaction to which Section 11(a)(ii) or Section 13 applies), 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, of which the numerator shall be the current market price per share of
Common Stock (determined in accordance with Section 11(d)) on such record date,
less the fair market value applicable to one share of Common Stock (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
such assets or evidences of indebtedness or of such subscription rights or
warrants so to be distributed, and of which the denominator shall be such
current market price per share of Common Stock.  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)  For the purpose of any computation hereunder, the "current 
market price" per share of Common Stock on any date shall be deemed to be the 
average of the daily closing prices per share of such Common Stock for the 30 
consecutive Trading Days immediately prior to such date; PROVIDED, HOWEVER, 
that in the event that the current market price per share of Common Stock is 
determined during a period following the announcement by the issuer of such 
Common Stock of a dividend or distribution on such Common Stock payable in 
shares of such Common Stock or securities convertible into shares of Common 
Stock (other than the Rights), and prior to the expiration of 30 Trading Days 
after the ex-dividend date for such dividend or distribution, then, and in 
each such case, the current market price shall be appropriately adjusted to 
reflect the current market price per share of Common Stock in connection with 
ex-dividend trading.  The closing price for each day shall be the last sale 
price, regular way, or, in case no such sale takes place on such day, the 
average of the closing bid and asked prices, regular way, in either case as 
reported in the principal consolidated transaction reporting system with 
respect to securities listed or admitted to trading on the New York Stock 
Exchange or, if 


                                      17
<PAGE>

the shares of Common Stock 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 shares of Common Stock are listed or 
admitted to trading or, if the shares of Common Stock are not listed or 
admitted to trading on any national securities exchange, the average of the 
high bid and low asked prices in the over-the-counter market, as reported by 
the National Association of Securities Dealers, Inc., Automated Quotation 
System ("NASDAQ"). If on any such date the shares of Common Stock are not 
quoted by any such organization, the fair market value of such shares on such 
date as determined in good faith by the Board of Directors of the issuer of 
such Common Stock shall be used.  Any such determination of current market 
price shall be described in a statement filed with the Rights Agent.

         For the purpose of any computation hereunder, the "current market
price" of a Unit shall be deemed to be equal to the current market price per
share of Common Stock, and the "current market price" of a Subject Share shall
be deemed to be equal to the current market price per share of Common Stock
divided by the number of Subject Shares which comprise a Unit.

         For purposes of this Agreement, the term "Trading Day" shall mean a
day on which the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading is open for the transaction of
business or, if the shares of Common Stock are not listed or admitted to trading
on any national securities exchange, a Business Day.

         (e)  No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least one percent in such
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-hundredth of a share, as
the case may be.  Notwithstanding the proviso to 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 gives
rise to such adjustment or (ii) the date of the expiration of the right to
exercise any Rights.

         (f)  In the event that at any time, as a result of an adjustment made
pursuant to Section 11(a), the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, 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 such shares, contained in Sections 11(a) through (c), inclusive, and
the provisions of Sections 7, 9, 10, 13 and 14 with respect to the shares of
Common Stock 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 represent the right to
purchase, at the adjusted 


                                      18
<PAGE>

Purchase Price, the number of shares 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 shares (calculated to
the nearest one-hundredth) obtained by (i) multiplying (x) the number of shares
covered by a Right immediately prior to such 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 shares purchasable upon the exercise of each Right. 
Each of the Rights outstanding after such adjustment of the number of Rights
shall be exercisable for the number of Units 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-hundredth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. 
The Company shall make a public announcement of its election to adjust the
number of Rights, indicating the record date for the adjustment, and, if known
at the time, the amount of the adjustment to be made.  This record date may be
the date on which the Purchase Price is adjusted or any day thereafter, but, if
the Right Certificates have been issued, shall be at least 10 days later than
the date of the public announcement.  If Right Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(i) the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing,
subject to Section 14, 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 may bear, at
the option of the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of 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 shares issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the
Purchase Price per share and the number of shares which were expressed in the
initial Right Certificates issued hereunder.


                                      19
<PAGE>

         (k)  In any case in which this Section 11 requires that an adjustment
in the Purchase Price be made effective as of the record date for a specified
event, the Company may elect to defer until the occurrence of such event the
issuance to the holder of any Right exercised after such record date the
additional shares or securities of the Company, if any, issuable as a
consequence of such adjustment; PROVIDED, HOWEVER, that the Company shall
deliver to such holder a due bill or other appropriate instrument evidencing
such holder's right to receive such additional shares or securities upon the
occurrence of such event.

         (l)  Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such adjustments in the number of shares which
may be acquired upon exercise of the Rights, and such adjustments in the
Purchase Price, in addition to those adjustments expressly required by the other
subsections of this Section 11, as and to the extent that the Company, in its
sole discretion, shall determine to be advisable, in order that, in the event of
(i) any reclassification, consolidation or subdivision of the Common Stock,
(ii) any reorganization or partial liquidation of the Company or similar
transaction, (iii) any issuance wholly for cash of any Common Stock at less than
the current market price, (iv) any issuance wholly for cash of Common Stock or
securities which by their terms are convertible into or exchangeable for Common
Stock, (v) any stock dividends or (vi) any issuance of rights, options or
warrants, hereafter made by the Company to holders of its Common Stock as
provided herein-above in this Section 11, (x) the holders of the Rights in any
such event shall be treated equitably and in accordance with the purpose and
intent of this Agreement, and (y) to the extent reasonably possible, such event
shall not, in the opinion of counsel for the Company, result in the stockholders
of the Company being subject to any United States federal income tax liability
by reason thereof.

         Section 12.  CERTIFICATION OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES.  Whenever an adjustment is made as provided in Section 11 or 13, the
Company shall (i) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (ii) promptly
file with the Rights Agent and with each transfer agent for the Common Stock a
copy of such certificate, and (iii) mail a brief summary thereof to each holder
of a Right Certificate in accordance with Section 25.  Notwithstanding the
foregoing sentence, the failure of the Company to give such notice shall not
affect the validity of, or the force or effect of, the requirement for such
adjustment.

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

         (a)  In the event that, at any time after an Acquiring Person has
become such, 

              (i)  the Company shall consolidate with, or merge with and into,
     any other Person and the Company shall not be the continuing or surviving
     corporation of such consolidation or merger, 


                                      20
<PAGE>


              (ii)  any other Person(s) shall consolidate or merge with and into
     the Company, the Company shall be the continuing or surviving corporation
     of such merger and, in connection with such consolidation or merger, all or
     part of the Common Stock shall be changed into or exchanged for stock or
     other securities of the Company or of any other Person or cash or any other
     property, or

              (iii)  the Company shall sell or otherwise transfer (or one or
     more of its Subsidiaries shall sell or otherwise transfer), in one or more
     transactions, assets or earning power aggregating more than 50 percent of
     the assets or earning power of the Company and its Subsidiaries (taken as a
     whole) to any other Person, (other than a pro rata distribution by the
     Company of assets (including securities) of the Company or any of its
     Subsidiaries to all holders of the Company's Common Stock),

then, on and after the later of (i) the date of the occurrence of an event
described in clause (i), (ii) or (iii) of this Section 13(a), or (ii) the date
of the expiration of the period within which the Rights may be redeemed pursuant
to Section 23 (as the same may have been amended as provided in Section 26):

                   (A)  proper provision shall be made so that each holder of a
         Right shall thereafter have the right to receive, upon the exercise
         thereof at the then current Purchase Price, such number of shares of
         common stock of the Principal Party as shall be equal to the result
         obtained by (x) multiplying the then current Purchase Price by the
         number of Units for which a Right is then exercisable and dividing
         that product by (y) 50 percent of the current market price per share
         of the common stock of the Principal Party (determined in the same
         manner as the current market price of Common Stock is determined under
         Section 11(d)) on the date of consummation of such consolidation,
         merger, sale or transfer;

                   (B)  the Principal Party 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, and proper provision shall be made for the foregoing,
         provided that the Principal Party shall, prior to the first occurrence
         of an event described in clause (i), (ii) or (iii) of this Section
         13(a), have caused to be reserved out of its authorized and unissued
         shares of common stock (or its authorized and issued shares of common
         stock held in its treasury), for issuance pursuant to this Agreement,
         the number of shares of common stock that will be sufficient to permit
         the exercise in full of the Rights after the occurrence of such event;

                   (C)  the term "Company" wherever used in this Agreement
         shall thereafter be deemed to refer to such Principal Party; and


                                      21
<PAGE>


                   (D)  the Principal Party shall, in addition to the
         reservation of shares of its common stock as provided in the proviso
         to clause (B) above, take such steps (including without limitation
         compliance with the Company's other obligations as set forth in
         Section 9) 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 shares of its Common
         Stock thereafter deliverable upon the exercise of the Rights;
         PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger,
         consolidation, sale of all or substantially all assets,
         recapitalization, reclassification of shares, reorganization or other
         extraordinary transaction in respect of such Principal Party, each
         holder of a Right shall thereupon be entitled to receive, upon
         exercise of a Right and payment of the Purchase Price, such cash,
         shares, rights, warrants and other property which such holder would
         have been entitled to receive had such holder, at the time of such
         transaction, owned the shares of common stock of the Principal Party
         purchasable upon the exercise of a Right, and such Principal Party
         shall take such steps (including, but not limited to, reservation of
         shares of stock) as may be necessary to permit the subsequent exercise
         of the Rights in accordance with the terms hereof for such cash,
         shares, rights, warrants and other property.

         (b)  For purposes of this Agreement, "Principal Party" shall mean

              (i)  in the case of any transaction described in clause (i) or
     (ii) of Section 13(a), (A) the Person that is the issuer of the securities
     into which shares of Common Stock are converted in such merger or
     consolidation, or, if there is more than one such issuer, the issuer the
     common stock of which has the greatest market value, or (B) if no
     securities are so issued, (x) the Person that is the other party to the
     merger or consolidation and that survives said merger or consolidation, or,
     if there is more than one such Person, the Person the common stock of which
     has the greatest market value or (y) if the Person that is the other party
     to the merger or consolidation does not survive the merger or
     consolidation, the Person that does so survive (including the Company if it
     survives); and

              (ii) in the case of any transaction described in clause (iii) of
     Section 13(a), the Person that is the party receiving the greatest portion
     of the assets or earning power transferred pursuant to such transaction or
     transactions, or, if each Person that is a party to such transaction or
     transactions receives the same portion of the assets or earning power so
     transferred or if the Person receiving the greatest portion of the assets
     or earning power cannot be determined, whichever of such Persons is the
     issuer of common stock having the greatest market value of shares
     outstanding;

PROVIDED, HOWEVER, that in any such case, (1) if the common stock of such Person
is not at such time and has not been continuously over the preceding 12-month
period registered under Section 12 of the Exchange Act, and such Person is a
direct or indirect Subsidiary of another 

                                      22
<PAGE>


corporation the common stock of which is and has been so registered, 
"Principal Party" shall refer to such other corporation; (2) if the common 
stock of such Person is not and has not been so registered and such Person is 
not a direct or indirect Subsidiary of another corporation the common stock 
of which is and has been so registered, "Principal Party" shall refer to the 
corporation which ultimately controls such Person; (3) in case such Person is 
a Subsidiary, directly or indirectly, of more than one corporation, the 
common stocks of all of which are and have been so registered, "Principal 
Party" shall refer to whichever of such corporations is the issuer of common 
stock having the greatest market value of shares held by the public; and (4) 
if the common stock of such Person is not and has not been so registered and 
such Person is owned, directly or indirectly, by a joint venture formed by 
two or more Persons that are not owned, directly or indirectly, by the same 
Person, the rules set forth in clauses (1), (2) and (3) above shall apply to 
each of the chains of ownership having an interest in such joint venture as 
if such Person were a "Subsidiary" of both or all of such joint venturers and 
the Principal Party in each such chain shall bear the obligations set forth 
in this Section 13 in the same ratio as its direct or indirect interests in 
such Person bear to the total of such interests.

         (c)  The Company shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Company and the Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement making
valid provision for the results described in clause (A) of Section 13(a) and
confirming that the Principal Party will perform its obligations under this
Section 13(a); PROVIDED, HOWEVER, that in no case may the Company consummate any
such consolidation, merger, sale or transfer if (i) at the time of or
immediately after such transaction there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (ii) prior to, simultaneously with or immediately
after such transaction, the shareholders of the Person which constitutes, or
would constitute, the Principal Party for purposes of this Section 13 shall have
received a distribution of Rights previously owned by such Person or any of its
Affiliates and Associates.

         (d)  The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.  This Section
13 shall not be applicable to a transaction described in Subparagraphs (i), (ii)
or (iii) of Subsection (a) of this Section if (i) such transaction is
consummated with a Person or Persons who acquired Common Stock pursuant to a
Qualified Offer (or a wholly owned subsidiary of any such Person or Persons),
(ii) the price per share of Common Stock offered in such transaction or
distributable to shareholders upon conclusion of such transaction is not less
than the price per share of Common Stock paid to all holders of Common Stock
whose shares were purchased pursuant to such Qualified Offer and (iii) the form
of consideration being offered to the remaining holders of Common Stock pursuant
to such transaction or distributable to shareholders upon conclusion of such
transaction is the same as the form of consideration paid pursuant to such
Qualified Offer.  Upon conclusion of any transaction described in the foregoing
sentence, all Rights shall expire.


                                      23
<PAGE>


         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.  If the
Company shall elect not to issue such 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 average
of the high bid and low asked prices in the over-the-counter market, as reported
by NASDAQ.  If on any such date the Rights are not quoted by any such
organization, 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.  Any such
determination of current market value shall be described in a statement filed
with the Rights Agent.

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

         (c)  The holder of a Right by the acceptance thereof expressly waives
his right to receive any fractional Rights or any fractional shares upon
exercise of a Right.

         Section 15.  RIGHTS OF ACTION.  All rights of action in respect of
this Agreement are vested in the respective registered holders of the Right
Certificates (and prior to the Distribution Date, the registered holders of the
Common Stock), and any registered holder of any Right Certificate (or, prior to
the Distribution Date, any registered holder of the Common Stock), without the
consent of the Rights Agent or of the holder of any other Right Certificate (or,
prior to the Distribution Date, any other registered holder of the Common
Stock), may, on his own behalf and for his own benefit, enforce, and may
institute and maintain, any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such Right


                                      24
<PAGE>


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 Common Stock;

         (b)  on and after the Distribution Date, the Right Certificates will
be transferable only on the registry books of the Rights Agent and then if
surrendered at the stock transfer 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 Stock 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 Stock 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 Common Stock 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 24), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions
hereof.

         Section 18.  CONCERNING THE RIGHTS AGENT.

         (a)  The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties 


                                      25
<PAGE>


hereunder.  The Company also agrees to indemnify the Rights Agent for, and to 
hold it harmless against, any loss, liability, or expense incurred, without 
negligence, bad faith or willful misconduct on the part of the Rights Agent, 
for anything done or omitted by the Rights Agent in connection with the 
acceptance and administration of this Agreement, including the costs and 
expenses of defending against any claim of liability in the premises.

         (b)  The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Right Certificate
or Certificate for Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other paper or
document believed by it, acting with reasonable care, to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
person or persons.

         Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.

         (a)  Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the stock transfer business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 21.  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.

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

         Section 20.  DUTIES OF RIGHTS AGENT.  The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of 


                                      26
<PAGE>


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 it in good faith and in accordance with such opinion.

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

         (c)  The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

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

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

         (f)  The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performance by the Rights Agent of
the provisions of this Agreement.


                                      27
<PAGE>


         (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the President, any Vice President or the Secretary of the
Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or suffered to
be taken by it in good faith in accordance with instructions of any such
officer.

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

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

         (j)  If, with respect to any Right Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response to clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first obtaining the Company's approval.

         Section 21.  CHANGE OF RIGHTS AGENT.  Unless the Company and the
Rights Agent agree to a shorter time period, the Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 15 days' notice in writing mailed to the Company and to each transfer agent
of Common Stock by registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  Unless the Company and the Rights Agent agree
to a shorter time period, the Company may remove the Rights Agent or any
successor Rights Agent upon 15 days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent
of Common Stock by registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent.  If the Company shall fail to make such
appointment within a period of 15 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent.  Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a
corporation 


                                      28
<PAGE>


organized and doing business under the laws of the United States or of the 
State of California (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 California) in good standing, having a stock transfer office in the 
State of California, which is authorized under such laws to exercise stock 
transfer powers and is subject to supervision or examination by federal or 
state authority and which has at the time of its appointment as Rights Agent 
a combined capital and surplus of at least $100,000,000.  After appointment, 
the successor Rights Agent shall be vested with the same powers, rights, 
duties and responsibilities as if it had been originally named as Rights 
Agent without further act or deed, but the predecessor Rights Agent shall 
deliver and transfer to the successor Rights Agent any property at the time 
held by it hereunder, and execute and deliver any further assurance, 
conveyance, act or deed necessary for the purpose.  Not later than the 
effective date of any such appointment, the Company shall file notice thereof 
in writing with the predecessor Rights Agent and each transfer agent of 
Common Stock and mail a notice thereof in writing to the registered holders 
of the Right Certificates.  Failure to give any notice provided for in this 
Section 21, however, or any defect therein, shall not affect the legality or 
validity of the resignation or removal of the Rights Agent or the appointment 
of the successor Rights Agent, as the case may be.

         Section 22.  ISSUANCE OF NEW RIGHT CERTIFICATES.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Expiration Date, the Purchase Price per share or the number or
kind or class of shares of stock 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 and as
provided herein, and notwithstanding the provisions of Sections 11 and 13 of
this Agreement, elect to redeem all but not less than all of the then
outstanding Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend, reclassification or similar
transaction occurring after the date hereof (such redemption price being herein
referred to as the "Redemption Price") at any time up to the Close of Business
on the tenth Business Day after a Stock Acquisition Date; PROVIDED, HOWEVER, the
Board of Directors of the Company may authorize the redemption of the Rights
after the time that an Acquiring Person has become such only if (i) there is at
least one Continuing Director then in office and (ii) a majority of all of the
Continuing Directors then in office approves such redemption.

         (b)  Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, the Company shall make a public
announcement thereof, and from and after the date of such announcement, without
any further action and without any further 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.  As soon as practicable after the


                                      29
<PAGE>


election of the Board of Directors to redeem the Rights, the Company shall give
notice of such redemption to the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear
upon the registry books of the Rights Agent.  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.

         Section 24.  NOTICE OF PROPOSED ACTIONS.  In case the Company, after
the Rights become exercisable, shall propose (i) to pay any dividend payable in
stock of any class to the holders of its Common Stock or the Subject Shares or
to make any other distribution to the holders of its Common Stock or Subject
Shares (other than a regular periodic cash dividend), or (ii) to offer to the
holders of its Common Stock or Subject Shares rights or warrants to subscribe
for or to purchase any additional shares of Common Stock or shares of stock of
any class or any other securities, rights or options, or (iii) to effect any
reclassification of its Common Stock or Subject Shares (other than a
reclassification involving only the subdivision of outstanding shares of Common
Stock) or any recapitalization or reorganization of the Company, or (iv) to
effect any consolidation or merger into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50 percent of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to, any other Person, or (v) to effect the liquidation, dissolution or winding
up of the Company, then, in each such case, the Company shall give to each
holder of a Right, in accordance with Section 25, a notice of such proposed
action, which shall specify the record date for the purposes of such dividend,
distribution of rights or warrants, or the date on which such reclassification,
recapitalization, reorganization, consolidation, merger, sale, transfer,
liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of Common Stock and/or Subject 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 twenty days prior to the
record date for determining holders of the Common Stock and/or Subject Shares
for purposes of such action, and in the case of any such other action, at least
twenty days prior to the date of the taking of such proposed action or the date
of participation therein by the holders of Common Stock and/or Subject Shares,
whichever shall be the earlier.  The failure to give notice required by this
Section 24 or any defect thereon shall not affect the legality or validity of
the action taken by the Company or the vote upon any such action.

         Section 25.  NOTICES.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

              American Stock Transfer & Trust Company
              40 Wall Street, 46th Floor
              New York, New York  10005
              Attention:  Corporate Trust Department


                                      30
<PAGE>


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

              Talbert Medical Management Holdings Corporation
              3540 Howard Way
              Costa Mesa, California 92626
              Attention:  President

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to or on the holder of any 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 26.  SUPPLEMENTS AND AMENDMENTS.  Prior to the Distribution
Date and subject to the penultimate sentence of this Section 26, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of certificates
representing shares of Common Stock.  From and after the Distribution Date and
subject to the penultimate sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Right Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder (which lengthening or
shortening, after the time that any Acquiring Person has become such, shall be
effective only if (x) there is at least one Continuing Director then in office
and (y) a majority of all of the Continuing Directors then in office have
approved of such action), or (iv) to change or supplement the provisions hereof
in any manner which the Company may deem necessary or desirable and which shall
not adversely affect the interests of the holders of Right Certificates;
PROVIDED, HOWEVER, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating
to when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (B) any other time period, unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights.  Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 26, the Rights Agent
shall execute such supplement or amendment.  Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Stock.  Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price, the Purchase Price or the number of shares or
Units for which a Right is exercisable.


                                      31
<PAGE>


         Section 27.  EXCHANGE.

         (a)  The Board of Directors of the Company may, at its option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become subject to the provisions of Section 7(f) hereof) for Common Stock
at an exchange ratio of one share of Common Stock 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").

         (b)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 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 shares of Common Stock equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio.  The Company shall promptly give 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 Stock for Rights will
be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become subject to the
provisions of Section 7(f) hereof) held by each holder of Rights.

         (c)  In the event that there shall not be sufficient authorized Common
Stock to permit an exchange of Rights as contemplated in accordance with this
Section, the Company shall take all such action as may be necessary to authorize
additional Common Stock or Equivalent Stock for issuance upon exchange of the
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.

         Section 29.  DETERMINATION AND ACTIONS TAKEN BY THE BOARD OF
DIRECTORS.  For all purposes of this Agreement, any calculation of the number of
shares of Common Stock (or other applicable securities hereunder) outstanding at
any particular time, including for purposes of determining the particular
percentage of such outstanding shares of Common Stock (or other securities) of
which any Person is the Beneficial Owner, shall be made in accordance with the
last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this
Agreement) of the General Rules and Regulations under the Exchange Act.  The
Board of Directors of the Company shall have the exclusive power and authority
to administer this Agreement and to exercise all rights and powers specifically
granted to such Board or to the Company, or as may be necessary or 


                                      32
<PAGE>


advisable in the administration of this Agreement, including without 
limitation the right and power to (i) interpret the provisions of this 
Agreement, and (ii) make all determinations deemed necessary or advisable for 
the administration of this Agreement (including a determination to redeem or 
not redeem the Rights or to amend the Agreement).  All such actions, 
calculations, interpretations and determinations (including, for purposes of 
clause (B) below, all omissions with respect to the foregoing) which are done 
or made by the Board in good faith, shall (A) be final, conclusive and 
binding on the Company, the Rights Agent, the holders of the Rights and all 
other parties, and (B) not subject the Board to any liability to the holders 
of the Rights.

         Section 30.  BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the holders of Common Stock) any legal or equitable right,
remedy or claim under this Agreement.  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 holders of
Common Stock).

         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. The rights and obligations of the Rights
Agent under this Agreement shall be governed by and construed in accordance with
the laws in effect in the State of Delaware.

         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.  SECTION 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.

         Section 34.  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, illegal, or unenforceable, (i) such invalid,
illegal or unenforceable term, provision, covenant or restriction shall
nevertheless be valid, legal and enforceable to the extent, if any, provided by
such court or authority, and (ii) 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. 


                                      33
<PAGE>


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

         THE COMPANY:


                             By:  /s/ Jack D. Massimino
                                  Jack D. Massimino
                                  President and Chief Executive Officer


         THE RIGHTS AGENT:


                             By:  /s/ Herbert S. Lemmer
                                  Name: Herbert S. Lemmer
                                  Vice President
                                   


                                      S-1
<PAGE>


                                      EXHIBIT A


                             [Form of Right Certificate]

Certificate No. R-                                                    Rights
                                                                -----

                  NOT EXERCISABLE AFTER PUBLIC ANNOUNCEMENT OF
                 REDEMPTION IS MADE.  THE RIGHTS ARE SUBJECT TO
                  REDEMPTION, AT THE OPTION OF THE COMPANY, AT
                  $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
                    AGREEMENT.  IN THE EVENT THAT THE RIGHTS
                  REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO
               A PERSON WHO IS AN ACQUIRING PERSON OR AN ASSOCIATE
                 OR AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED
                 IN THE RIGHTS AGREEMENT) OR CERTAIN TRANSFEREES
                 THEREOF, THIS RIGHT CERTIFICATE AND THE RIGHTS
                  REPRESENTED HEREBY MAY BE SUBJECT TO CERTAIN
                  LIMITATIONS IN THE CIRCUMSTANCES SPECIFIED IN
                       SECTION 7 OF THE RIGHTS AGREEMENT.



                         RIGHT CERTIFICATE
                                 
                                 
                                 
                                 
     This certifies that _______________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of May 21, 1997 (the "Rights Agreement"), between Talbert
Medical Management Holdings Corporation, (the "Company"), and American Stock
Transfer & Trust Company (the "Rights Agent"), to purchase from the Company,
unless the Rights have been previously redeemed, at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to
the Expiration Date (as such term is defined in the Rights Agreement), or the
date, if any, on which the Rights evidenced by this Certificate may be redeemed,
at the stock transfer office of the Rights Agent, or its successors as Rights
Agent, one one-hundredth of a fully paid and nonassessable share of Junior
Participating Preferred Stock ("Preferred Shares"), at a purchase price of $____
(the "Purchase Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly completed and executed. 
The number of Rights evidenced by this Right Certificate as set forth above (and
the number of shares which may be purchased upon exercise 


                                      A-1
<PAGE>


thereof), and the Purchase Price set forth above, are the number and Purchase 
Price as of the date of the Rights Agreement based on the shares of Common 
Stock of the Company as constituted at such date.

         Upon the occurrence of an event described in clause (A), (B), (C) or
(D) of Section 11(a)(ii) of the Rights Agreement, the holder of any Rights that
are, or were, beneficially owned by an Acquiring Person or an Associate or
Affiliate thereof (as such terms are defined in the Rights Agreement) or certain
transferees thereof which engaged in, or realized the benefit of, an event or
transaction or transactions described in clause (A), (B), (C) or (D) of such
Section 11(a)(ii), shall not be entitled to the benefit of the adjustment
described in such Section 11(a)(ii).

         As provided in the Rights Agreement, the Purchase Price and the number
and class of shares which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under specific circumstances set forth in the Rights Agreement. 
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and at the principal office of the Company.

         This Right Certificate, with or without other Right Certificates, upon
surrender at the stock transfer office of the Rights Agent set forth above, may
be exchanged for another Right Certificate or Right Certificates of like tenor
and date evidencing Rights entitling the holder to purchase such number of
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.

         Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right.

         No fractional shares will be issued upon the exercise of any Rights
evidenced hereby, but in lieu thereof a cash payment may be made, as provided in
the Rights Agreement.


                                      A-2
<PAGE>


         No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of 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 signatures of the proper officers of the
Company.  Dated as of ____________, 199_.


     Attest:  

                              By:
--------------------------       ---------------------------
     Secretary                   Title:


     Countersigned:


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


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

                                     A-3
<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
Corporation, with full power of substitution.


Dated:              , 19   
        ------------    --   ------------------------------
                             Signature

Signature Guaranteed:

                                 CERTIFICATE

         The undersigned hereby certifies (after due inquiry and to the best
knowledge of the undersigned) by checking the appropriate boxes that:
         (1)  this Right Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of an Acquiring Person (as such terms are defined in the
Rights Agreement);
         (2)  the undersigned [ ] did [ ] did not acquire the Rights evidenced
by this Right Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Date:                , 19
       --------------    --  ------------------------------
                             Signature

Signature Guaranteed:

                                    NOTICE

         The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever. 


                                     A-4
<PAGE>


                           FORM OF ELECTION TO PURCHASE

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

To the Company and the Rights Agent:

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

Please insert social security 
or other identifying number:  _____________________________

____________________________________________________________
              (Please print name and address)

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

Please insert social security 
or other identifying number:  _____________________________

____________________________________________________________
                   
____________________________________________________________
            (Please print name and address)
Dated:                , 19
        --------------    --
                             Signature:
                                         ------------------
                             (Signature must conform in all respects to name
                             of holder as specified on the face of this Right
                             Certificate)

Signature Guaranteed: 


                                      A-5
<PAGE>


                                 CERTIFICATE

         The undersigned hereby certifies (after due inquiry and to the best
knowledge of the undersigned) by checking the appropriate boxes that:

         (1)  the Rights evidenced by this Right Certificate [ ] are [ ] are
not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as such terms are
defined in the Rights Agreement);

         (2)  the undersigned [ ] did [ ] did not acquire the Rights evidenced
by this Right Certificate from any person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Date:                , 19
       --------------    --  ------------------------------
                             Signature


         Signature Guaranteed:



                                    NOTICE

         The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change whatsoever.
 


                                     A-6